SELECTED BROKER AGREEMENT
Item 26(c)(iii)
This
Agreement, dated__________________________,20____, is made by and between
Transamerica Capital, Inc. (“Distributor”), a California corporation,
Transamerica Life Insurance Company (“Company”), an Iowa 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 Iowa, as applicable.
|
|
(5)
|
Contracts
-- Private Contracts and/or Public Contracts, as the case may
be.
|
|
(6)
|
FINRA
-- the Financial Industry Regulatory
Authority
|
|
(7)
|
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.
|
|
(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 FINRA 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 Broker, is disqualified from
continued FINRA registration, has his or her
registration
|
Page 1
of 10
Sell
Agree Combo Pub Priv 0706.doc
by FINRA
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 "Transamerica Life Insurance
Company." 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 FINRA approval of any materials
prepared by Broker.
|
Page 2
of 10
Sell
Agree Combo Pub Priv 0706.doc
|
|
(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 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 FINRA. 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, FINRA, 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
Page 3
of 10
Sell
Agree Combo Pub Priv 0706.doc
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
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,
|
Page 4
of 10
Sell
Agree Combo Pub Priv 0706.doc
|
|
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;
|
|
(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 Iowa 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
|
Page 5
of 10
Sell
Agree Combo Pub Priv 0706.doc
|
|
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:
Company
___________________________________
Street
address ___________________________________
City,
State, Zip ___________________________________
Attention
___________________________________
Telephone
___________________________________
Telecopy ___________________________________
|
if
to Distributor or Company, to:
Transamerica
Life Insurance Company
0000
Xxxxxxxx Xxxx XX
Xxxxx
Xxxxxx, Xxxx 00000
Attn:
Counsel
Telephone: (000)
000-0000
Telecopy: (000)
000-0000
|
|
|
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 FINRA, 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.
|
Page 6
of 10
Sell
Agree Combo Pub Priv 0706.doc
In
Witness Whereof, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
|
|
(Broker
Name)
|
|
By:
__________________________
|
|
Title:
_________________________
|
|
|
TRANSAMERICA
CAPITAL, INC.
|
|
|
(Distributor)
|
|
By:
____________________________
|
|
|
Title:___________________________
|
|
|
TRANSAMERICA
LIFE INSURANCE COMPANY
|
|
|
(Company)
|
|
|
By:____________________________
|
|
|
Title:___________________________
|
Page 7
of 10
Sell
Agree Combo Pub Priv 0706.doc
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 FINRA 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 a FINRA
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.
Page 8
of 10
Sell
Agree Combo Pub Priv 0706.doc
SCHEDULE
A
Private
Contracts
None
Page 9
of 10
Sell
Agree Combo Pub Priv 0706.doc
SCHEDULE
B
Public
Contracts
This
schedule shall be deemed an integral part of the above referenced Selected
Broker Agreement (the "Agreement") by and between Transamerica Capital, Inc.
(“Distributor”), Transamerica Life Insurance Company
(“Company”) and _______________________ (“Broker”) 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.
Transamerica
Life Insurance Company and Transamerica Capital, Inc. authorize
_________________________ to offer and solicit for sale the following securities
product through persons who are registered with FINRA 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
R3 ICC09
EM VC2 0709 (may vary by state)
A
variable adjustable life insurance policy
FIRST
POLICY YEAR
COMMISSION: Commission
on premium payments up to target premium is 9%, commission on premium payments
in excess of target premium is 2.6%.
RENEWAL
COMMISSION: In
policy years two through seven, renewal commission on premium payments up to
target premium is 9%, commission on premium payments in excess of target premium
is 2.6%; and in all subsequent policy years, renewal commission on premium
payments up to target premium is 9%, commission on premium payments in excess of
target premium is 2.4%. 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 in the following
percentages:
|
Policy
Year
|
Trail
Commission
|
Policy
Year
|
Trail
Commission
|
|
2
|
0.10%
|
13
|
0.21%
|
|
3
|
0.11%
|
14
|
0.22%
|
|
4
|
0.12%
|
15
|
0.23%
|
|
5
|
0.13%
|
16
|
0.24%
|
|
6
|
0.14%
|
17
|
0.25%
|
|
7
|
0.15%
|
18
|
0.26%
|
|
8
|
0.16%
|
19
|
0.27%
|
|
9
|
0.17%
|
20
|
0.28%
|
|
10
|
0.18%
|
21
|
0.29%
|
|
11
|
0.19%
|
22+
|
0.30%
|
|
12
|
0.20%
|
The
asset-based trail commission will be calculated at the end of the previous
policy year and 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 three, commissions will be charged back 100% if in
policy year one, 75% if in policy year two, and 50% if in policy year
three. 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 R3 fund accounts or when
a premium comes from other Transamerica Life Insurance Company annuity and life
insurance policies or other subsidiary insurance companies of AEGON USA,
Inc.
Page 10
of 10
Sell
Agree Combo Pub Priv 0706.doc
