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EX-99.B3(iii)
EXHIBIT 3(iii)
General Agent Agreement
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[SENTRY LIFE INSURANCE COMPANY OF NEW YORK LETTERHEAD]
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GENERAL AGENT AGREEMENT
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AGREEMENT by and between Sentry Life Insurance Company of New York (hereinafter
referred to as Sentry), a Wisconsin Corporation, Sentry Equity Services, Inc.
(hereinafter referred to as SESI), a registered broker-dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
and a member of the National Association of Securities Dealers, Inc.; and
______________(hereinafter referred to as Broker-Dealer), also a registered
broker-dealer with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc.; and_____________________________________________ (hereinafter
referred to as General Agent), as follows:
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I WITNESSETH
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WHEREAS, Sentry has agreed with General Agent to have General Agent's insurance
agents (hereinafter referred to as sub-agents) solicit and sell certain
Insurance and Annuity Plans (the "Plans") and, because certain of said Plans
may be deemed to be securities under the Securities Act of 1933 and applicable
state laws, Sentry desires that the General Agent and the sub-agents be
associated with Broker-dealer and Broker-dealer hereby covenants that each such
General Agent and the sub-agent is registered as its registered representative
with the National Association of Securities Dealers Inc. (hereinafter referred
to as NASD) and may engage in the offer or sale of such of the Plans which
constitute a security under federal or state law; and
WHEREAS, Sentry has agreed with SESI that SESI shall be responsible for the
training and supervision of such sub-agents, with respect to the solicitation
and offer or sale of any of said Plans which constitute a security under
federal and state law, and also for the training and supervision of any other
"persons associated" with Broker-dealer who are engaged directly or indirectly
therewith; and SESI wishes to, and hereby does, delegate, to the extent legally
permitted, said supervisory duties to Broker-dealer, who hereby agrees to
accept such delegation; and
WHEREAS, Sentry has agreed with General Agent that General Agent and its
sub-agents will limit solicitations to those jurisdictions where it has been
duly licensed to solicit sales of the Plans and General Agent agrees to provide
Sentry, with a list of such jurisdictions and agrees further to notify Sentry
of any change to such list; and General Agent hereby agrees that General Agent
shall be responsible for the training and supervision of such sub-agents with
respect to the solicitation and sale of any said Plans which are regulated by
the jurisdiction's insurance department or similar regulatory agency; and
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
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II APPOINTMENT OF GENERAL AGENT FOR PLANS
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A. APPOINTMENT
Sentry and SESI, hereby appoint General Agent as a general agent of Sentry and
SESI, for the solicitation of sales of the Plans.
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III AUTHORITY OF GENERAL AGENT
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A. DISTRIBUTION AUTHORITY
General Agent is authorized to procure, through the sub-agents appointed by it,
applications for the plans. Sentry, in its sole discretion and without notice
to General Agent, may suspend sales of any Plans hereunder or may amend any
policies or contracts evidencing such plans.
The Plans issued by Sentry to which this agreement applies are those for which
a Commission Schedule is attached hereto. The Commission Schedule may be
amended from time to time by Sentry.
B. APPOINTMENT OF SUB-AGENTS
General Agent is authorized to appoint sub-agents to solicit sales of the Plans
hereunder. All sub-agents appointed by General Agent pursuant to this
Agreement shall be duly licensed under the applicable insurance laws to sell
the said Plans by the proper authorities within the applicable jurisdictions
where General Agent proposes to offer the Plans and where Sentry is duly
authorized to conduct business. Sentry will provide General Agent with a list
which shows: (1) the jurisdictions where Sentry is authorized to do business;
and (2) any limitations on the availability of the Plans in any of such
jurisdictions. General Agent agrees to fulfill all requirements set forth in
the General Letter of Recommendation attached as Exhibit A in conjunction with
the submission of licensing/appointment papers for all applicants as
sub-agents submitted by General Agent.
C. SECURING APPLICATIONS
All applications for the Plans covered hereby shall be made on application
forms supplied by Sentry, and all payments collected by General Agent or any
sub-agent of General Agent shall be remitted promptly in full, together with
such application forms and any other required documentation, directly to Sentry
at the address indicated on such application or to such other address as Sentry
may, from time to time designate in writing. Checks or money orders in payment
on any such plan shall be drawn to the order of Sentry Life Insurance Company
of New York. All applications are subject to acceptance or rejection by Sentry
at its sole discretion.
D. SUPERVISION OF SUB-AGENTS
1. General Agent shall supervise any sub-agents appointed by it to solicit
sales of the Plans hereunder and General Agent shall be responsible,
without regard to any technical distinction between this relationship and
that which exists in law between principal and agent, for all acts and
omissions of each sub-agent within the scope of his agency appointment at
all times. General Agent shall exercise all responsibilities required by
the applicable federal and state law and regulations other than those
responsibilities which under applicable securities laws are the
responsibilities of Broker-dealer;
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provided however, Broker-dealer shall continue to have full responsibility
under applicable securities laws for such sub-agents in their capacity as
registered representatives including by example, but without limitation,
training and supervisory duties over such sub-agents. Nothing contained in
this Agreement or otherwise shall be deemed to make any sub-agents
appointed by General Agent an employee or agent of Sentry.
Sentry shall not have any responsibility for the supervision of any
sub-agents of General Agent and if the act or omission of a sub-agent or
any other employee of General Agent is the proximate cause of any claim,
damage or liability to Sentry (including reasonable attorney's fees),
General Agent shall be responsible and liable therefore.
2. Sentry may, by written notice to General Agent, refuse to permit any
sub-agent to solicit applications for the sale of any of the Plans
hereunder and may, by such notice, require General Agent to cause any such
sub-agent to cease any such solicitation or sales, and, Sentry may require
General Agent to cancel the appointment of any sub-agent.
3. General Agent is responsible for the selection or appointment of sub-agents
for the sales of the Plans hereunder. General Agent is responsible for
preparation and transmission of the proper appointment and licensing forms
and to insure that all sales personnel are appropriately licensed.
4. General Agent will pay all fees to state insurance regulatory
authorities in connection with obtaining necessary licenses and
appointments for sub-agents appointed hereunder. All fees payable to such
regulatory authorities in connection with the initial appointment of
sub-agents who already possess necessary licenses will be paid by Sentry.
Any renewal license fees due after the initial appointment of a sub-agent
hereunder will be paid by General Agent.
5. Before a sub-agent is permitted to sell the Plans, General Agent,
Broker-dealer and sub-agent shall have entered into an agreement pursuant
to which the sub-agent will be appointed a sub-agent of General Agent and a
registered representative of Broker-dealer and in which the sub-agent will
agree that his selling activities relating to the securities-regulated
Plans will be under the supervision and control of Broker-dealer and his
selling activities relating to the insurance-regulated Plans will be under
the supervision and control of General Agent; and that the sub-agent's
right to continue to sell such Plans is subject to his continued compliance
with such agreement.
E. MONEY RECEIVED BY GENERAL AGENT
All money payable in connection with any of the Plans, whether as premium,
purchase payment or otherwise and whether paid by or on behalf of any
policyholder, contract owner or certificateholder or anyone else having an
interest in the Plans is the property of Sentry and shall be transmitted
immediately in accordance with the administrative procedures of Sentry without
any deduction or offset for any reason, including by example but not limitation,
any deduction or offset for compensation claimed by General Agent.
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IV COMPENSATION
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A. COMMISSIONS
Commissions payable to General Agent or any sub-agent in connection with the
Plans shall be paid by SESI to the person(s) entitled thereto through General
Agent or as otherwise required by law. Sentry will provide General Agent with
a copy of its current Commission Schedule. Commissions will be paid as a
percentage of premiums or purchase payments (Premiums and Purchase Payments are
hereinafter referred to collectively as "Payments") received in cash or other
legal tender and accepted by Sentry on applications obtained by the various
sub-agents appointed by General Agent hereunder. Upon termination of this
Agreement, all compensation to the General Agent hereunder shall cease,
however, General Agent shall continue to be liable for any chargebacks pursuant
to the provisions of said Commission Schedule or for any other amounts advanced
by or otherwise due hereunder.
B. TIME OF PAYMENT
SESI will pay any compensation due General Agent hereunder within fifteen (15)
days after the end of the calendar month in which Payments upon which such
compensation is based are accepted by Sentry.
C. AMENDMENT OF SCHEDULES
Sentry may, upon at least ten (10) days prior written notice to General Agent
change the commission schedule. Any such change shall be by written amendment
of the commission schedule and shall apply to compensation due on applications
received by Sentry after the effective date of such notice.
D. PROHIBITION AGAINST REBATES
If General Agent or any sub-agent of General Agent shall rebate or offer to
rebate all or any part of a Payment on a policy or contract or certificate
issued hereunder, or if General Agent or any sub-agent of General Agent shall
withhold any Payment on any policy or contract or certificate issued hereunder,
the same may be grounds for termination of this Agreement by Sentry. If General
Agent or any sub-agent of General Agent shall at any time induce or endeavor to
induce any owner of any policy or contract issued hereunder or any certificate
holder to discontinue Payments or to relinquish any such policy or contract or
certificate except under circumstances where there is reasonable grounds for
believing the policy, contract or certificate is not suitable for such person,
any and all compensation due General Agent hereunder shall cease and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving General Agent the right
to incur any indebtedness on behalf of Sentry. General Agent hereby authorizes
Sentry to set off liabilities of General Agent to Sentry against any and all
amounts otherwise payable to General Agent by Sentry.
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V DUTIES OF BROKER DEALER
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A. SUPERVISION OF REGISTERED REPRESENTATIVES
Broker-dealer agrees that it has full responsibility for the training and
supervision of all persons, including General Agent and its sub-agents,
associated with Broker-dealer who are engaged directly or indirectly in the
offer or sale of such of the Plans as are subject to the federal securities
laws and that all such persons shall be subject to the control of Broker-dealer
with respect to such persons' securities-activities in connection with such
Plans. Broker-dealer will cause the General Agent and its sub-agents, in their
capacity as registered representatives to be trained in the sale of such of the
Plans as are subject to the federal securities laws; will use its best efforts
to cause such General Agent and its sub-agents to qualify under applicable
federal and state laws to engage in the sale of contracts; and will cause such
sub-agents to be registered representatives of Broker-dealer before such
General Agent and sub-agents engage in the solicitation of any of such
contracts. Broker-dealer shall cause such General Agent and sub-agents
qualifications to be certified to the satisfaction of Sentry and shall notify
Sentry if any of said General Agent and sub-agents cease to be registered
representatives of Broker-dealer.
B. REGISTERED REPRESENTATIVES AGREEMENT
Broker-dealer agrees that it shall train and supervise the General Agent and its
sub-agents in connection with such of the Plans as are subject to the federal
securities law and agrees that, before a sub-agent shall be permitted to sell
such Plans, such sub-agent will be appointed a registered representative of
Broker-dealer and, along with Broker-dealer and General Agent, such sub-agent
will have entered into the agreement more particularly described in Section III,
Paragraph E5.
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C. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES
LAWS
Broker-dealer will 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 or state laws and will establish such
rules and procedures as may be necessary to cause diligent supervision of the
securities activities of the General Agent and the sub-agents. Upon request by
Sentry, Broker-dealer shall furnish such appropriate records as may be necessary
to establish such diligent supervision.
D. NOTICE OF SUB-AGENT NONCOMPLIANCE
In the event a sub-agent fails or refuses to submit to supervision of
Broker-dealer in accordance with this Agreement, or otherwise fails to meet the
rules and standards imposed by Broker-dealer on its registered representatives,
Broker-dealer shall certify such fact to Sentry and General Agent and shall
immediately notify such sub-agent that he is no longer authorized to sell the
Plans, and Broker-dealer and General Agent shall take whatever additional
action may be necessary to terminate the sales activities of such sub-agent
relating to the Plans.
E. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
General Agent shall be provided, without any expense to General Agent, with
prospectuses relating to those of the Plans which are subject to federal
securities laws and such other material as Sentry determines to be necessary or
desirable for use in connection with sales of those Plans. No sales promotion
materials or any advertising relating to any of the securities-regulated Plans
shall be used by General Agent or its sub-agents unless the specific item has
been approved in writing by SESI.
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VI GENERAL PROVISIONS
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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 or shall constitute a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
B. INDEPENDENT CONTRACTORS
Both Sentry and SESI are independent contractors with respect both to
Broker-dealer and to General Agent.
C. LIMITATIONS
No party other than Sentry shall have the authority on behalf of Sentry to make,
alter, or discharge any contract or certificate issued by Sentry to waive any
forfeiture or to grant, permit, nor to extend the time of making any payments,
nor to guarantee dividends, nor to alter the forms which Sentry may prescribe or
substitute other forms in place of those prescribed by Sentry nor to enter into
any proceeding in a court of law or before a regulatory agency in the name of or
on behalf of Sentry.
D. FIDELITY BOND
General Agent represents that all directors, officers, employees and sub-agents
of General Agent who are licensed pursuant to this agreement as Sentry agents
for state insurance law purposes or who have access to funds of Sentry,
including but not limited to funds submitted with applications for the plans or
funds being returned to owners or certificate holders, are and shall be covered
by a blanket fidelity bond, including coverage for larceny and embezzlement,
issued by a reputable bonding company. This bond shall be maintained by General
Agent at General Agent's expense. Such bond shall be, at least, of the form,
type, and amount required under the NASD Rules of Fair Practice, endorsed to
extend coverage to General Agent's life insurance and fixed annuity
transactions. Sentry, may require evidence, satisfactory to it, that such
coverage is in force and General Agent shall give prompt written notice to
Sentry of any notice of cancellation or change of coverage.
General Agent assigns any proceeds received from the fidelity bonding company to
Sentry to the extent of Sentry's loss due to activities covered by the bond. If
there is any deficiency amount, whether due to a deductible or otherwise,
General Agent shall promptly pay Sentry such amount on demand and General Agent
hereby indemnifies and holds harmless Sentry from any such deficiency and from
the costs of collection thereof (including reasonable attorneys' fees).
E. 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 neither
Broker-dealer nor General Agent may assign this Agreement or any rights or
obligations hereunder without the prior written consent of Sentry.
F. REGULATIONS
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or 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.
G. NOTICES
All notices or communications shall be sent to the address shown in sub
paragraph VI N of this Agreement or to such other address as the party may
request by giving written notice to the other parties.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of
the State of New York.
I. AMENDMENT OF AGREEMENT
Sentry reserves the right to amend this Agreement at any time and the General
Agent's submission of an application after notice of any such amendment has been
sent to the other parties shall constitute the other parties' agreement to any
such amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Neither Broker-dealer, General Agent nor any of its sub-agents shall print,
publish or distribute any advertisement, circular or any document relating to
the Plans distributed pursuant to this Agreement or relating to Sentry unless
such advertisement, circular or document shall have been approved in writing by
Sentry or by SESI and in the case of items within the scope of Section V,
Paragraph E approved in writing by Sentry. Provided, however, that nothing
herein shall prohibit Broker-dealer, General Agent or any sub-agent from
advertising life insurance and annuities in general or on a generic basis.
K. GENERAL AGENT AS BROKER-DEALER
If Broker-dealer and General Agent are the same person or legal entity, such
person or legal entity shall have the rights and obligations hereunder of both
Broker-dealer and General Agent and this Agreement shall be binding and
enforceable by and against such person or legal entity in both capacities.
L. 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 SESI or Broker-dealer shall cease to be
a registered Broker-dealer under the Securities Exchange Act of 1934 and a
member of the NASD.
X. XXXX AS BROKER-DEALER
If SESI and Broker-dealer are the same person or legal entity, such person or
legal entity shall have the rights and obligations hereunder of both SESI and
Broker-dealer and this Agreement shall be binding and enforceable by and against
such person or legal entity in both capacities.
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N. ADDRESS FOR NOTICES
Sentry Life Insurance Company of New York
The Atrium, 0 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Approved and Accepted:
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Broker-Dealer (if other than Sentry Equity Services, Inc.)
By
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General Agent
Dated
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Sentry Equity Services, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
This Agreement shall be effective upon execution by Sentry Equity Services,
Inc.
SENTRY LIFE INSURANCE COMPANY OF NEW YORK
By /s/ Xxxx Xxxxxxxxxxx, Xx.
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Xxxx Xxxxxxxxxxx, Xx., Secretary
SENTRY EQUITY SERVICES, INC.
By
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Dated
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EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
GENERAL AGENT hereby certifies to Sentry and SESI that all the following
requirements will be fulfilled in conjunction with the submission of
licensing/appointment papers for all applicants as sub-agents submitted by
GENERAL AGENT. GENERAL AGENT will, upon request, forward proof of compliance
with same to Sentry 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 a license. Each
individual is trustworthy, competent and qualified to act as an agent for
Sentry to hold himself out in good faith to the general public. We vouch
for each applicant.
2. We have on file a X-000, X-000, or U-4 form which was completed 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, 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 a license and all the
findings of all investigative information is favorable.
3. We certify that all educational requirements have been met for the specific
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 Sentry 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 Sentry in order to place insurance chiefly and solely on his
life or property, lives or property of his relatives, or property or
liability of his associates.
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 insurance as an agent until
duly licensed therefore. 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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GENERAL AGENT
COMMISSION SCHEDULES
EFFECTIVE JANUARY 1, 1987
Attached to and made a part of the GENERAL AGENT AGREEMENT between SENTRY LIFE
INSURANCE COMPANY OF NEW YORK, ("SENTRY"), SENTRY EQUITY SERVICES, INC.
("SESI") AND GENERAL AGENT ("PAYEE").
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COMMISSIONS
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Commissions will be paid by SESI to PAYEE based on gross premiums or purchase
payments paid in cash or check and accepted by SENTRY on plans made available
by Sentry under said GENERAL AGENT AGREEMENT, except that commissions will not
be paid on premiums or purchase payments submitted directly from surrender
proceeds of fixed annuity products issued by SENTRY Commissions will be paid
at rates determined in accordance with the following schedule:
VARIABLE ANNUITIES
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DIRECT PRODUCTION-COMMISSION RATE
(% OF PREMIUM)
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3.5%
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SERVICE FEES
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Service fees will be paid annually by SESI to PAYEE based on a percentage rate
of aggregate in force contract values with respect to plans sold by Payee.
Service Fees will be paid at rates determined in accordance with the following
schedule:
VARIABLE ANNUITIES
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A service fee will be paid by SESI to Payee at the annual rate of
.15% of the cash values of variable annuities attributable to
PAYEE and in force during the year.
NOTE: Service Fee payments are contingent upon SESI's receipt of
distribution expense reimbursement from Advisers Management Trust
(12(b)1 Revenue).
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REPAYMENT OF COMMISSIONS
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In the event that a contract is surrendered within the first year of the issue
date, a portion of the commission paid thereon shall be charged back to the
PAYEE based on the following schedule:
VARIABLE ANNUITIES
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CHARGE BACK AS A %
DURATION THAT CONTRACT OF COMMISSIONS RECEIVED
WAS IN-FORCE DURING THE FIRST CONTRACT YEAR
Less than 3 months 100%
Greater than or equal to 3 months,
but less than 6 months 75%
Greater than or equal to 6 months,
but less than 9 months 50%
Greater than or equal to 9 months,
but less than 12 months 25%
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OTHER PROVISIONS
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In the event a policy, contract, or certificate is returned to SENTRY pursuant
to the so called "ten day free look" or "right to return contract" provision
of the policy or contract, the full commission paid thereon shall be charged
back to the PAYEE. It should be noted that the ten day period in which an
Owner may return the contract commences upon receipt of the contract by the
Owner. If a contract is mailed to the PAYEE for delivery to the Owner, such a
"ten day free look" must be exercised within 30 days of the mailing date to be
timely. If an owner returns a contract within 10 days after receipt by the
Owner, but it is more than 30 days after mailing to the PAYEE, the PAYEE shall
be responsible for paying to the Owner any loss in contract value as a result
of late delivery.
REFUNDS
Should any premium or purchase payment on any policy, contract, or certificate
issued by SENTRY be refunded, for any reason, PAYEE shall repay or return
commissions received by it with respect to such premiums or purchase payment.
