1
EXHIBIT 1.A.3.b.
CANADA LIFE INSURANCE COMPANY OF AMERICA
Variable Products Licensing
0000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000
SELLING AGREEMENT
AGREEMENT by and between Canada Life Insurance Company of America (CLICA), a
Michigan Corporation; Canada Life of America Financial Services, Inc. (CLAFS), a
registered broker-dealer with the Securities and Exchange Commission under the
Securities Act of 0000 (xxx 0000 Xxx), and a member of the National Association
of Securities Dealers, Inc. (NASD); and
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(Selling Broker-Dealer), also a registered broker-dealer and member of the NASD.
I. INTRODUCTION
WHEREAS, CLICA has issued certain variable annuity and variable life contracts,
and these Contracts are registered under the Securities Act of 0000 (xxx 0000
Xxx) and the Investment Company Act of 0000 (xxx 0000 Xxx) (Contracts or
Contracts collectively); and
WHEREAS, CLICA has authorized CLAFS as principal underwriter to enter into
agreements, subject to the consent of CLICA, with Selling Broker-Dealers for the
distribution of the Contracts; and
WHEREAS, Selling Broker-Dealer wishes to participate in the distribution of
the Contracts;
NOW THEREFORE, in consideration of the promises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II. APPOINTMENT
Subject to the terms and conditions of this Agreement, CLICA and CLAFS hereby
appoint Selling Broker-Dealer for the solicitation of applications for the
purchase of the Contracts, and Selling Broker-Dealer accepts such appointment.
III. AUTHORITY AND DUTIES OF SELLING BROKER-DEALER
A. LICENSING AND APPOINTMENT OF REGISTERED REPRESENTATIVES
Selling Broker-Dealer is authorized to appoint Registered Representatives to
solicit sales of the Contracts. Selling Broker-Dealer warrants that all
Registered Representatives appointed by Selling Broker-Dealer pursuant to this
Agreement shall not solicit nor aid, directly or indirectly, in the solicitation
of any application for any Contract until that Registered Representative is
fully licensed under the applicable insurance laws and, in connection with
securities and insurance regulated Contracts, is a fully Registered
Representative of
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Selling Broker-Dealer. Selling Broker-Dealer shall prepare and transmit the
appropriate licensing and appointment forms to CLICA. Selling Broker-Dealer
shall pay all fees to state insurance regulatory authorities in connection with
obtaining necessary licenses and appointments for Registered Representatives.
All fees payable to regulatory authorities in connection with the initial CLICA
appointment of Registered Representatives who already possess necessary
insurance licenses shall be paid by CLICA. Any renewal license fees due after
the initial appointment shall be paid by CLICA, if there has been any
"production" during the period between the initial appointment and the current
renewal, or between the last previous renewal and current renewal; otherwise,
renewal fees shall be paid by Selling Broker-Dealer. "Production" is defined as
either a new issued Contract or an additional purchase payment on a previously
issued Contract. Selling Broker-Dealer shall periodically provide CLICA with a
list of all Registered Representatives appointed by Selling Broker-Dealer and
the jurisdictions where such Registered Representatives are licensed to solicit
sales of the contracts. CLICA shall periodically provide Selling Broker-Dealer
with a list which shows: 1) the jurisdictions where CLICA is authorized to do
business; and 2) any limitations on the availability of the Contracts in any of
such jurisdictions. Selling Broker-Dealer agrees to fulfill all requirements set
forth in the General Letter of Recommendation attached as Exhibit A in
conjunction with the submission of licensing and appointment papers for all
applicants as Registered Representatives submitted by Selling Broker-Dealer.
B. REJECTION OF REGISTERED REPRESENTATIVES
CLAFS or CLICA may, by written notice to Selling Broker-Dealer, refuse to permit
any Registered Representative the right to solicit applications for the sale of
any of the Contracts, require Selling Broker-Dealer to cause any Registered
Representative to cease such solicitations or sales and cancel the appointment
of any Registered Representative.
C. SUPERVISION OF REGISTERED REPRESENTATIVES
Before a Registered Representative is permitted to sell the Contracts, Selling
Broker-Dealer and Registered Representative shall have entered into a written
agreement pursuant to which: 1) Registered Representative is appointed a
Registered Representative of Selling Broker-Dealer; 2) Registered Representative
agrees that his or her selling activities relating to securities and insurance
regulated contracts shall be under the supervision and control of Selling
Broker-Dealer; and 3) that Registered Representative's right to continue to sell
such Contracts is subject to his or her continued compliance with such agreement
and any procedures, rules or regulations implemented by Selling Broker-Dealer.
Selling Broker-Dealer agrees that it has full responsibility for the training
and supervision of all persons, including Registered Representatives, associated
with Selling Broker-Dealer who are engaged directly or indirectly in the offer
or sale of securities and insurance regulated Contracts. All such persons shall
be subject to the control of Selling Broker-Dealer with respect to their
securities and insurance regulated activities. Broker-Dealer shall: 1) train and
supervise Registered Representatives in all areas of sales practices pertaining
to the sale of securities and insurance regulated Contracts, including, but not
limited to, ensuring: a) a current prospectus, including all effective
supplements, is delivered to all potential contract owners within the allotted
time required by law, and b) appropriate review and approval of all
correspondence pertaining to the sale of securities and insurance regulated
Contracts is conducted; 2) use its best efforts to cause such Registered
Representatives to qualify under applicable federal and state laws to engage in
the sale of securities and insurance regulated Contracts when required; 3)
provide CLICA and CLAFS, to their satisfaction, with evidence of Registered
Representatives' qualifications to sell securities and insurance regulated
Contracts; and 4) notify CLICA if any of such Registered Representatives ceases
to be a Registered Representative of Selling Broker-Dealer. Selling
Broker-Dealer agrees that a Registered Representative must be a Registered
Representative of Selling Broker-Dealer before engaging in the solicitation of
any securities and insurance regulated Contracts and has entered into the
written agreement described above. CLICA and CLAFS shall not have any
responsibility for the supervision of any Registered Representative or any other
employee or affiliate of Selling Broker-Dealer. Copies of confirmation
statements pertaining to any activities under the Contracts shall be forwarded
to the Registered Representative. No other notice of such activities shall be
provided to the Registered Representative. Nothing contained in this Agreement
or otherwise shall be deemed to make any Registered Representative appointed by
Selling
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Broker-Dealer an employee or agent of CLICA or CLAFS. Selling Broker-Dealer
bears responsibility for all acts and omissions of each Registered
Representative. If the act or omission of a Registered Representative or any
other employee or affiliate of Selling Broker-Dealer is the proximate cause of
any claim, damage or liability (including reasonable attorneys' fees) to CLICA
or CLAFS, Selling Broker-Dealer shall be responsible and liable therefore.
Selling Dealer shall fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities Exchange Act of
1934 and all other applicable federal and state insurance and securities laws
and regulations. Selling Broker-Dealer shall establish such rules and procedures
as may be necessary to cause diligent supervision of the securities and
insurance activities of the Registered Representatives. Upon request by CLICA or
CLAFS, Broker-Dealer shall furnish such records as may be necessary to establish
diligent supervision.
Suitability
The selling Broker-Dealer shall ensure that the sale of securities and insurance
regulated contracts, including additional premium payment, is suitable for each
contract or policyowner. On an annual basis the Broker-Dealer shall certify to
CLICA that supervision of Registered Representatives in the area of suitability
has been fulfilled. CLICA or CLAFS may request additional documentation to the
certification.
D. NOTICE OF REGISTERED REPRESENTATIVE'S NONCOMPLIANCE
Selling Broker-Dealer shall notify CLAFS in the event a Registered
Representative fails or refuses to submit to the supervision of Selling
Broker-Dealer in accordance with this Agreement, the agreement between Selling
Broker-Dealer and Registered Representative referred to in Section III, or
otherwise fails to meet the rules and standards imposed by Selling
Broker-Dealers. Selling Broker-Dealer shall also immediately notify such
Registered Representative that he or she is no longer authorized to sell the
Contracts, and Selling Broker-Dealer shall take whatever additional action may
be necessary to terminate the sales activities of such Registered Representative
relating to the Contracts.
E. CONTRACTS
The securities and insurance regulated Contracts issued by CLICA to which this
Agreement applies are listed in Schedule I which may be amended from time to
time by CLICA. CLICA, in its sole discretion, with prior or concurrent written
notice to Selling Broker-Dealer, may suspend distribution of any Contracts.
CLICA also has the right to amend any Contracts at any time.
F. SECURING APPLICATION
Each application for a Contract shall be made on an application form provided or
approved by CLICA, and all payments collected by Selling Broker-Dealer or any
Registered Representative shall be remitted promptly in full, together with such
application form and any other required documentation, directly to CLICA at the
address indicated on such application or to such other address as may be
designated. Selling Broker-Dealer shall review all such applications for
completeness. Check or money order in payment of such Contracts should be made
payable to the order of Canada Life Insurance Company of America. All
applications are subject to acceptance or rejection by CLICA in its sole
discretion.
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G. RECEIPT OF MONEY
All money payable in connection with any of the Contracts, whether as premium,
purchase payment or otherwise and whether paid by or on behalf of any contract
owner or anyone else having an interest in the Contracts, is the property of
CLICA and shall be transmitted immediately in accordance with the administrative
procedures of CLICA without any deduction or offset for any reason including,
but not limited to, any deduction or offset for compensation claimed by Selling
Broker-Dealer, unless there has been a prior arrangement for net wire
transmissions between CLICA and Selling Broker-Dealer.
All money received in connection with any of the Contracts will be considered
solicited by the Registered Representatives of Selling Broker-Dealer, unless
written notification to the contrary is provided by Selling Broker-Dealer to
CLICA. CLICA will provide Selling Broker-Dealer with written confirmation of all
such money received.
H. DELIVERY RECEIPT
Delivery receipts are required for each VARIABLE LIFE POLICY. In each case, the
selling Broker-Dealer agrees to obtain a delivery receipt and promptly submit
the receipt to CLICA.
I. SALES PROMOTION, ADVERTISING AND PROSPECTUSES
No sales promotion or advertising circulars or materials, including, but not
limited to, sales literature, form letters, illustrations, training materials,
speaking or media engagements or presentations, or telephone scripts, relating
to any of the Contracts shall be used by Selling Broker-Dealer or any Registered
Representatives unless the specific item has been approved in writing by CLAFS
and CLICA prior to use. Selling Broker-Dealer shall be provided, without any
expense to Selling Broker-Dealer, with prospectuses and other material
determined to be necessary for use relating to securities and insurance
regulated Contracts.
IV. COMPENSATION
A. COMMISSIONS AND FEES
Commissions and fees payable to Selling Broker Dealer in connection with the
securities and insurance regulated Contracts shall be paid on behalf of CLAFS by
CLICA to Selling Broker-Dealer, or as otherwise directed or required by law.
Selling Broker-Dealer shall pay Registered Representative. CLAFS will provide
Selling Broker-Dealer with a copy of CLICA's current Schedule I. Unless
otherwise provided in Schedule I, commissions will be paid as a percentage of
premiums or purchase payments (collectively, Payments) received in cash or other
legal tender and accepted by CLICA on applications obtained by the various
Registered Representatives appointed by Selling Broker-Dealer hereunder. Upon
termination of this Agreement, all compensation to the Selling Broker-Dealer
hereunder shall cease. However, Selling Broker-Dealer shall be entitled to
receive compensation for all new and additional premium payments which are in
process at the time of termination, and shall continue to be liable for any
chargebacks pursuant to the provisions of said Contracts, Commissions and Fee
Schedule, or for any other amounts advanced by or otherwise due CLAFS or CLICA
hereunder.
B. TIME OF PAYMENT
CLICA will pay any commissions due Selling Broker-Dealer hereunder no later than
within fifteen (15) days after the end of the calendar month in which Payments
upon which such commission is based are accepted by CLICA. Any commission
payable by CLICA based upon Account Value (defined as the sum of the Variable
Account Value and the Fixed Account Value) will be paid on or about the date of
the policy anniversary.
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C. AMENDMENT OF SCHEDULES
CLAFS and CLICA may, upon at least ten (10 ) days prior written notice to
Selling Broker-Dealer, change the Contracts, Commissions and Fee Schedule by
written amendment of such Schedule. Any such change shall apply to compensation
due on applications received by CLICA after the effective date of such notice.
D. PROHIBITION AGAINST REBATES
CLAFS or CLICA may terminate this Agreement if Selling Broker-Dealer or any
Registered Representative of Selling Broker-Dealer rebates, offers to rebate or
withholds any part of any Payments on the Contracts. If Selling Broker-Dealer or
any Registered Representative of Selling Broker-Dealer at any time induces or
endeavors to induce any owner of any Contract issued hereunder to discontinue
payments or to relinquish any such Contract, except under circumstances where
there is reasonable grounds for believing the Contract is not suitable for such
person, any and all compensation due Selling Broker-Dealer hereunder shall cease
and terminate.
E. INDEBTEDNESS AND RIGHT OF SET OFF
Nothing contained in this Agreement shall be construed as giving Selling
Broker-Dealer the right to issue any indebtedness on behalf of CLICA or CLAFS.
Selling Broker Dealer hereby authorizes CLICA as agent of CLAFS to set off
liabilities of Selling Broker-Dealer to CLICA or CLAFS against any and all
amounts otherwise payable to Selling Broker-Dealer.
V. GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the conditions
of this Agreement shall not be construed as a waiver of any of the conditions,
but the same shall remain in full force and effect. No waiver of any of the
provisions of this Agreement shall be deemed to be, or shall constitute, a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. LIMITATIONS
No party other than CLICA shall have the authority to: 1) accept risks of any
kind; 2) make, alter, or discharge any Contract issued by CLICA; 3) waive any
forfeiture or extend the time of making any Payments; or 4) enter into any
proceeding in a court of law or before a regulatory agency in the name of or on
behalf of CLICA. No party other than CLAFS shall have the authority to: 1) alter
the forms or substitute other forms in place of those prescribed by CLAFS; or 2)
enter into any proceeding in a court of law or before a regulatory agency in the
name of or on behalf of CLAFS.
C. FIDELITY BOND AND OTHER LIABILITY COVERAGE
Selling Broker-Dealer hereby assigns any proceeds received from a fidelity
bonding company, error and omissions or other liability coverage to CLICA or
CLAFS, to the extent of their loss due to activities covered by the bond, policy
or other liability coverage. If there is any deficiency amount, whether due to a
deductible or otherwise, Selling Broker-Dealer shall promptly pay such amount on
demand. Selling Broker-Dealer hereby indemnifies and holds harmless CLICA and
CLAFS from any such deficiency and from the costs of collection thereof
(including reasonable attorneys' fees).
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D. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of the parties
to it and their respective successors and assigns provided that Selling
Broker-Dealer may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of CLICA and CLAFS.
E. REGULATIONS
All parties agree to observe and comply with the existing laws and rules and
regulations of applicable local, state, and federal regulatory authorities and
with those which may be enacted or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted. Selling Broker-Dealer shall
promptly furnish to CLICA and CLAFS or their agent, any reports and information
which the other party may reasonably request for the purpose of meeting their
reporting and recordkeeping requirements under the insurance laws of any state,
and under federal and state securities laws and rules of the NASD.
F. INDEMNIFICATION
1) CLAFS agrees to indemnify and hold harmless Selling Broker-Dealer, its
officers, directors and employees, against any and all losses, claims, damages
or liabilities to which they may become subject under the 1933 Act, the 1934
Act, or other federal or state statutory law or regulations, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or any omission or alleged omission to state
a material fact required to be stated or necessary to make the statements made
not misleading in the registration statement for the Contracts or any prospectus
included as a part thereof, as from time to time amended and supplemented.
2) Selling Broker-Dealer agrees to indemnify and hold harmless CLAFS and CLICA,
their affiliates and their officers, directors, and employees, against any and
all losses, claims, damages or liabilities to which they may become subject
under the 1933 Act, the 1934 Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof arise out of or are based upon: a)
any oral or written misrepresentation by Selling Broker-Dealer or its Registered
Representatives, officers, directors, employees or agents, unless such
misrepresentation is contained in the registration statement for the Contracts
or Fund shares, any prospectus included as a part thereof, as from time to time
amended and supplemented, or any advertisement or sales literature approved in
writing by CLICA and CLAFS pursuant to Section III, Paragraph H, of this
Agreement, or b) the failure of Selling Broker-Dealer or its Registered
Representatives, officers, directors, employees or agents to comply with any
applicable provisions of this Agreement.
3) If a Contract is not delivered to the Contract owner within 10 days of its
receipt by the Broker-Dealer and if after delivery the owner returns the
Contract to the Insurance Company and receives a full refund of all payments
made, in any situation where the failure to deliver in a timely manner was due
to the inaction or negligence of the Broker-Dealer or a Registered
Representative, the difference between the payments refunded and the cash value
of the Contract on the date the Contract is received by the Insurance Company at
its Principal Office shall be reimbursed to the Insurance Company by the
Broker-Dealer in any case where the cash value is less than the payments
refunded. Any such reimbursement shall be paid to the affected Insurance Company
within 30 days of receipt of a written request for payment.
G. NOTICES
All notices or communications shall be sent to the address shown in this
Agreement or to such other address as the party may request, by giving written
notice to the other parties.
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H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of
the State of Georgia.
I. AMENDMENT OF AGREEMENT
CLICA reserves the right to amend this Agreement in writing at any time. The
submission of an application for the Contracts by Selling Broker-Dealer five (5)
or more business days after notice of any such amendment has been sent to the
other parties shall constitute agreement to such amendment.
J. COMPLAINTS AND INVESTIGATIONS
Selling Broker-Dealer, CLICA and CLAFS agree to cooperate fully in the event of
any regulatory investigation, inquiry or proceeding, judicial proceeding or
customer complaint involving the Contracts. In furtherance of the foregoing: 1)
each party will notify all other parties of any such investigation, inquiry,
proceeding or complaint involving the Contracts or affecting the ability of a
party to perform pursuant to this Agreement within ten (10) days of obtaining
knowledge of the same; and 2) in the case of a customer complaint, the involved
parties will consult with each other prior to sending any written response with
respect to such complaint.
K. TERMINATION
This Agreement may be terminated, without cause, by any party upon thirty (30)
days prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated if CLAFS or Selling Broker-Dealer shall
cease to be a registered broker-dealer under the Securities Exchange Act of 1934
and/or a member of the NASD.
L. ADDRESS FOR NOTICES
Address for Canada Life Insurance Company of America and Canada Life of America
Financial Services, Inc.:
0000 Xxxxxx Xxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
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This Agreement shall be effective upon delivery by Selling Broker-Dealer of the
Agreement to, and execution by, CLICA or CLAFS.
Dated:
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Canada Life of America Financial Services, Inc. Canada Life Insurance Company of America
By: , President , President
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Xxx Xxxx Xxxxxx X. Xxxxxxx
Selling Broker-Dealer
By: Name
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Selling Broker-Dealer (Please Print) (Please Print)
Title
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Signature (Please Print)
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Address
IMPORTANT - PLEASE COMPLETE THE FOLLOWING:
FOR VARIABLE ANNUITIES
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1. MAILING OF POLICIES: CLICA is directed to mail issued policies to
(SELECT ONE): If you do not make a selection, the policy will be sent
directly to the policyowner.
Policyowner Registered Representative's Business Address
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Broker/Dealer
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2. We DO/DO NOT (select one) want to allow our Registered Representatives the
opportunity to select commission options. (IMPORTANT NOTE. Please xxxx all
options below if you will allow this opportunity. If this question is not
answered but all boxes below are checked, or if this question is answered
in the affirmative but all boxes below are not checked, CLICA will still
allow the Registered Representative to select commission options on a case
by case basis. If this question is not answered and only one option below
is selected, CLICA will not allow Registered Representatives to choose the
commission option.)
____ Option A - 6.5% with no trails for issue ages 0-80.
____ Option B - 5% up front with trails of .25% per year beginning in the
5th quarter after receipt of premium.
____Option C - 1% of premium plus 1% annual trail based on account value.
Please SELECT one as default option (should Rep not make selection):
A B C
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If no selection is made, Option A will be the default option. See Schedule I for
commission at issue ages 81-90.
3. ADVANCES ON 1035 EXCHANGES AND/OR OTHER TRANSFERS:
(Check only if you do not wish to have this option - See Schedule I for
details.) We do not wish to offer commission advances.
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FOR VARIABLE LIFE
4. Variable Life policies will be mailed to the registered representative.
5. We DO/DO NOT (select one) want to allow our Registered Representatives the
opportunity to select commission options. (IMPORTANT NOTE. Please xxxx all
options below if you will allow this opportunity. If this question is not
answered but all boxes below are checked, or if this question is answered
in the affirmative but all boxes below are not checked, CLICA will still
allow the Registered Representative to select commission options on a case
by case basis. If this question is not answered and only one option below
is selected, CLICA will not allow Registered Representatives to choose the
commission option.)
Year 1 Years 2 - 10
------------------------ ------------------- --------------------------------------- ----------------------------------------
Please Option <=Target Excess %Pmt Trail
check below
------------------------ ------------------- ------------------ -------------------- ------------------- --------------------
A 90% 4.0% 4.0% 0.00%
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B 85% 3.5% 4.0% 0.10%
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C 80% 3.0% 4.0% 0.20%
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Years 11+
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Please
check below %Pmt Trail
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3.0% 0.00%
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3.0% 0.10%
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3.0% 0.20%
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Commissions are reduced over age 70. See Schedule I - Statement of
Compensation.
Please SELECT one as default option (should Rep not make selection):
A B C
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If no selection is made, Option A will be the default option.
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
Selling Broker-Dealer (We) hereby certifies to Canada Life Insurance Company of
America (CLICA) that all of the following requirements will be fulfilled in
conjunction with the submission of appointment papers for all applicants as
Registered Representatives submitted by Selling Broker-Dealer. We will, upon
request, forward proof of compliance with the same to CLICA in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identity, residence and business reputation and
declare that each applicant is personally known to us, has been examined
by us, is known to be of good moral character, has a good business
reputation, is reliable, is financially responsible and is worthy of an
appointment with CLICA. Each individual is trustworthy, competent and
qualified to act as an agent for CLICA to hold himself out in good faith
to the general public. We vouch for each applicant.
2. We have on file an NASD Form U-4 which was completed by each applicant.
We have fulfilled all of the necessary investigative requirements for
the registration of each applicant as a Registered Representative
through our NASD member firm, and each applicant is presently registered
as an NASD Registered Representative.
The above information in our files indicates no fact or condition which would
disqualify the applicant from receiving an appointment and all of the
findings of all investigative information is favorable.
3. We certify that, pursuant to 18 U.S.C. Section 1033 (the Violent Crime
Control and Law Enforcement Act of 1994), no Registered Representative
has ever been convicted of: a) any criminal felony involving dishonesty,
fraud or breach of trust; b) any offense under Section 1033; and/or c)
any other offense which would result in a violation of 18 U.S.C. Section
1033.
4. We certify that all present and continuing educational requirements have
been met for each specific state in which each applicant holds a
license, and that all such persons have fulfilled the appropriate
examination, education and training requirements.
5. If the applicant is required to submit his or her picture and signature
in the state in which he or she holds a license, We certify that those
items forwarded to CLICA are those of the applicant.
6. We certify that each applicant will receive close and adequate
supervision, and that We will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance
interest of the public will be properly protected.
7. We will not permit any applicant to transact securities or insurance
business as an agent or Registered Representative until duly licensed
therefor. 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 or Registered Representative in any
capacity, with respect to the contracts issued by CLICA, and they will
not be so permitted until the appointment applied for is received.
8. We certify that Selling Broker-Dealer and applicant shall have entered
into a written agreement pursuant to which a) applicant is appointed a
Registered Representative of Selling Broker-Dealer; b) applicant agrees
that his or her selling activities relating to securities and insurance
regulated contracts shall be under the supervision and control of
Selling Broker-Dealer; and c) that applicant's right to continue to sell
such contracts is subject to his or her continued compliance with such
agreement and any procedures, rules or regulations implemented by
Selling Broker-Dealer.
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AMENDMENT TO SELLING AGREEMENT
NETWORKING ARRANGEMENTS
Subject to the terms and conditions of this Agreement, the Agreement is hereby
amended as follows.
Whereas Selling Broker-Dealer hereby certifies that it has made reasonable
efforts to obtain a corporate state license in the following states
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------------------------------------------------ ("the Applicable States"); and
Whereas Selling Broker-Dealer has encountered a legitimate and severe impediment
in procuring such a license in the Applicable States; and
Whereas Insurance Agency is organized under applicable state law and is licensed
with, and is regulated by, the appropriate state insurance regulatory authority
in the Applicable States;
Whereas Selling Broker-Dealer and Insurance Agency have executed an arrangement
("Networking Arrangement") whereby Insurance Agency agrees to engage in the
offer and sale of variable insurance products, and all securities services
provided in connection with the sale of variable insurance products will be
provided by Insurance Agency through persons who will be registered
representatives of Selling Broker-Dealer, in the Applicable States;
Selling Broker-Dealer and Insurance Agency hereby agree as follows:
1. Broker-Dealer authorizes CLAFS to direct the payment of all commissions
and fees generated in connection with the sale of variable insurance
products in the Applicable States by registered representatives of Selling
Broker-Dealer to Insurance Agency. Such payments will be issued to
Insurance Agency on behalf of Selling Broker-Dealer.
2. Insurance Agency agrees to be responsible for all tax reporting in
connection with such commissions and fees.
3. All terms and conditions of the Networking Arrangement fully comply with
federal and state law, and any and all notices, bulletins, letters or any
other materials published or distributed by the Securities and Exchange
Commission and/or the National Association of Securities Dealers governing
agreements between broker-dealers and insurance agencies.
4. Insurance Agency is not and will not hold itself out to be a
broker-dealer.
5. Neither Insurance Agency nor any employee or representative of Insurance
Agency is an employee of CLAFS or CLICA.
6. Selling Broker-Dealer agrees to indemnify and hold harmless CLAFS and
CLICA, their officers, directors and employees, against any and all
losses, claims, damages or liabilities to which they may become subject
under the 1933 Act, the 1934 Act, or other federal or state statutory law
or regulations, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon the payment of commissions and fees to Insurance
Agency.
SELLING BROKER-DEALER: INSURANCE AGENCY:
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Name of Selling Broker-Dealer (please print) Name of Insurance Agency (please print)
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Name and Title of signing Officer (please print) Name and Title of signing Officer (please print)
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Signature of signing Officer Signature of signing Officer
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Date Date
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President, Canada Life of America Financial President, Canada Life Insurance Company of America
Services, Inc.
Effective 3/99
12
AMENDMENT TO SELLING AGREEMENT
DESIGNATED PRINCIPAL ARRANGEMENT
Subject to the terms and conditions of this Agreement, the Agreement is hereby
amended as follows.
Whereas Selling Broker-Dealer hereby certifies that it has made reasonable
efforts to obtain a corporate state license in the following states
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("the Applicable States"); and
Whereas Selling Broker-Dealer has encountered a legitimate and severe impediment
in procuring such a license in the Applicable States; and
Whereas Designated Principal is licensed with, and is regulated by, the
appropriate state insurance regulatory authority in the Applicable States;
Whereas Selling Broker-Dealer and Designated Principal have executed an
arrangement ("Designated Principal Arrangement") whereby Designated Principal
agrees to engage in the offer and sale of variable insurance products, and all
securities services provided in connection with the sale of variable insurance
products will be provided by Designated Principal through persons who will be
registered representatives of Selling Broker-Dealer, in the Applicable States;
Selling Broker-Dealer and Designated Principal hereby agree as follows:
1. Broker-Dealer authorizes CLAFS to direct the payment of all commissions
and fees generated in connection with the sale of variable insurance
products in the Applicable States by registered representatives of Selling
Broker-Dealer to Designated Principal. Such payments will be issued to
Designated Principal on behalf of Selling Broker-Dealer.
2. Designated Principal agrees to be responsible for all tax reporting
in connection with such commissions and fees.
3. All terms and conditions of the Designated Principal Arrangement fully
comply with federal and state law, and any and all notices, bulletins,
letters or any other materials published or distributed by the Securities
and Exchange Commission and/or the National Association of Securities
Dealers governing agreements between broker-dealers and insurance
agencies.
4. Designated Principal is not and will not hold itself out to be a
broker-dealer.
5. Neither Designated Principal nor any employee or representative of
Designated Principal is an employee of CLAFS or CLICA.
6. Selling Broker-Dealer agrees to indemnify and hold harmless CLAFS and
CLICA, their officers, directors and employees, against any and all
losses, claims, damages or liabilities to which they may become subject
under the 1933 Act, the 1934 Act, or other federal or state statutory law
or regulations, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon the payment of commissions and fees to Designated
Principal.
SELLING BROKER-DEALER: DESIGNATED PRINCIPAL:
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Name of Selling Broker-Dealer (please print) Name of Designated Principal (please print)
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Name and Title of signing Officer (please print) Signature of Designated Principal
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Signature of signing Officer Date
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Date
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President, Canada Life of America . President, Canada Life Insurance Company
Financial Services, Inc of America
Effective 3/99
13
AMENDMENT TO SELLING AGREEMENT
NET COMMISSIONS
FOR VARIABLE ANNUITIES ONLY
Section III.G, Authority and Duties of Selling Broker-Dealer - Receipt of Money,
is hereby amended as follows:
As of the date of this Amendment, CLICA and CLAFS hereby permit the remittance
of all money payable in connection with any of the Contracts net of
Broker-Dealer concession as described in Schedule I, attached to said Selling
Agreement. The Selling Broker-Dealer agrees that in the event CLICA returns all
or a portion of a premium to a contract owner for any reason whatsoever, the
Selling Broker-Dealer will return the concession associated with such returned
premium to CLICA.
This Amendment can be terminated by CLICA or CLAFS by giving thirty (30) days
notice to Selling Broker-Dealer. However, termination of this Amendment does not
automatically terminate the Selling Agreement or any other amendments or addenda
then in effect.
Dated:
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Canada Life of America Financial Services, Inc. Canada Life Insurance Company of America
By: , President , President
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Xxx Xxxx Xxxxxx X. Xxxxxxx
Selling Broker-Dealer
By: Name
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Selling Broker-Dealer (Please Print) (Please Print)
Title
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Signature (Please Print)
Effective 3/99
14
PRESTIGE VUL
SCHEDULE I - STATEMENT OF COMPENSATION
CANADA LIFE INSURANCE COMPANY OF AMERICA
AS OF JULY 1, 2000
Commissions are paid to Broker/Dealer in the percentages shown below:
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Issue Ages 0-69 Policy year 1 Years 2-10
