--------------------------------------------------------------------------------
FORM N-4, ITEM 24(b)(3.2)
FORM OF SELLING AGREEMENT
--------------------------------------------------------------------------------
VARIABLE INSURANCE PRODUCTS SALES AGREEMENT
The parties to this Agreement are American United Life Insurance Company(R)
(referred to as "the Company" or "We" or "Us" or a similar term), OneAmerica
Securities, Inc. (referred to as "the Underwriter"), the Broker-Dealer executing
this Agreement (referred to as the "Broker"), and any insurance agency or
agencies executing this Agreement (referred to collectively as "Agency"). Where
context allows, the term "You" or any similar term includes both Broker and any
Agency bound by the terms of this Agreement.
This Agreement is effective on the date set forth below.
The terms of this Agreement are as follows:
1. APPOINTMENT
You are appointed by the Underwriter for the purpose of soliciting applications
for the Company and servicing variable insurance products ("Contracts") listed
on Exhibit C and for otherwise transacting the business of this Agreement.
You accept such appointment and agree to comply with all applicable laws and
regulations in the sale of new Contracts and in preventing the termination of
existing Contracts.
1.1 TERRITORY -- NON-EXCLUSIVITY
Unless otherwise specified by us, you are authorized to solicit applications in
any jurisdiction in which we are authorized to offer such Contracts and in which
you are licensed and authorized to represent us. We reserve the right to limit
your territory at any time.
You are not obligated to represent us exclusively, and you do not have an
exclusive right to solicit Contracts for us in any area.
1.2 INDEPENDENT CONTRACTOR
You are an independent contractor. Nothing contained in this Agreement is to be
construed to create the relation of employer and employee between the Company
and you. You may exercise your own judgment as to the time and manner in which
you perform the services required to be performed by you under this Agreement.
We may, from time to time, prescribe rules and regulations concerning the
conduct of the business covered by this Agreement which do not interfere with
such freedom of action.
2. SOLICITATION OF APPLICATIONS
We will inform you from time to time which products you are authorized to sell.
Solicitation of Contracts authorized under this Agreement will be performed by
you or by solicitors in accordance with the terms set forth below.
A solicitor is a properly licensed registered representative who is employed by
or associated with Broker and is appointed by us to solicit Contracts in your
name. You agree not to recommend a solicitor for appointment by Underwriter
unless such person is duly licensed as an insurance agent with Agency in the
state(s) in which it is proposed that such Registered Representative or Agent
will solicit sales of the Contracts.
You will 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 insurance agents of
Underwriter.
The solicitor(s) selling a Contract must be identified on each Contract
application. If a Registered Representative of Broker is no longer to be treated
as the agent of record on a Contract, you must immediately notify us in writing
and, within thirty (30) business days of such notice, name a Registered
Representative of Broker who will act as the substitute agent of record.
You agree not to allow any solicitor to engage in the services authorized under
this Agreement, except in accordance with this Section.
At our option, we may refuse to contract with or appoint any proposed solicitor
and may terminate any agreement with or appointment of a solicitor. Upon written
notice by us, you will cause Registered Representatives or Agents to stop
soliciting Contracts and additional premiums or purchase payments thereon on our
behalf. You agree to notify us immediately in writing if any solicitor appointed
by us ceases to be a Registered Representative of Broker, is disciplined or
suspended by the NASD or by you, or if any Registered Representative or Agent
ceases to be properly licensed or is the subject of a disciplinary proceeding in
any state.
As it relates to Contracts sold under this Agreement, Broker is solely
responsible for the payment of any compensation to solicitors and for
withholding and reporting of compensation for taxes, including, without
limitation, FICA, FUTA, and federal, state and local income taxes and agrees to
indemnify and hold Company and Underwriter harmless from all claims for
commissions or other compensation or tax withholding by any solicitor.
2.1 LICENSING
Neither you nor any solicitor of yours may engage in any sales or other
activities under this Agreement unless and until you and they are properly
licensed and/or registered and appointed by the Underwriter, as required, to
perform such services in the particular state or jurisdiction involved in
accordance with all applicable laws and regulations, including, but not limited
to, any certification or continuing education requirements and any applicable
rules or other requirements of the National Association of Securities Dealers
("NASD").
You agree to undertake and pay for all actions necessary to acquire and maintain
any necessary licenses and registrations for yourself and/or your solicitors. We
will take the necessary actions, including the payment of initial application
fees, to appoint you and your solicitors to represent us in the states in which
you and they reside. We will appoint you and your solicitors to represent us in
additional states at your expense.
2.2 SUPERVISION
You are solely responsible for the performance and conduct of solicitors and
your employees and associated persons. You agree to take all necessary steps to
supervise and monitor their compliance with all applicable federal and state
laws, Rules and Regulations and applicable NASD Rules, including their training
and continuing education requirements. While this Agreement is in force, You
agree to establish and maintain reasonable procedures to periodically inspect
and supervise the sales practices of your solicitors. Company and Underwriter
are not liable and accept no responsibility for the supervision, training or
compliance of your solicitors.
3. RESPONSIBILITIES OF THE BROKER AND AGENCY
You will abide by the following in the conduct of your activities under this
Agreement:
3.1 LIMITATION OF AUTHORITY
You have no authority to alter, modify, waive or change any of the terms, rates
or conditions of our contracts or policies whether or not covered by this
Agreement. You have no authority to obligate us in any manner whatsoever nor to
receive funds due to us, except as otherwise provided in this Agreement or as
may be authorized in writing by us.
3.2 COMPANY RECORDS
All documents, records, software and other data and information, in whatever
form they may be, which pertain to our policyholders or any other business of
ours, are and will remain our property. Any such property in your possession
shall be, upon reasonable notice, open to inspection by us or by our authorized
representative, and upon termination of this Agreement, you will promptly turn
all such property over to us or our authorized representatives. You may retain
copies of documents, records, data or other information pertaining to customers
or policyholders to the extent you have an independent property right to such
documents, records, data or information, or as necessary to satisfy any record
retention requirements or other obligations pursuant to industry rules or
regulations.
You acknowledge that all documents, records, software and other data,
information and supplies referred to in this Section 3.2 are confidential and
proprietary to the Company or the Underwriter, and you agree to preserve the
confidentiality and privacy of the Company and the Underwriter in all of the
same; and you further agree that you will not, without the Company's or the
Underwriter's prior written consent, release or disclose any of the same or
their contents to any person, or otherwise use any of the same or their contents
in any manner, except in furtherance of the business of this Agreement or as
required by legal process, or as required by applicable law or regulation.
Nothing contained in this Section 3.2 is intended to restrict your right to
retain possession of your records and other materials relating solely to your
producers and solicitors, or as may be required by applicable law or
regulations.
3.3 PRIVACY
All nonpublic personal information obtained by you or on behalf of Company or
Underwriter in the performance of your duties and obligations under this
Agreement shall be held in the strictest confidence by you and your
representatives and will not be used for any other purposes except to perform
your duties under this Agreement. Such information shall not be disclosed to any
third party without the express written consent of the Company or Underwriter or
as may be required by law, and you will establish procedures to protect the
security and confidentiality of such information. Nonpublic personal information
shall mean any financial or health information furnished to you or your
representative in the performance of your duties or obligations under this
Agreement.
3.4 ACCOUNTS AND RECORDS
You agree that you will keep customary and accurate accounts of receipts and
disbursements and will, at our request and in accordance with our instructions,
account for all Contracts, receipts, premiums and other funds or securities
received and all property and supplies received from the Company or the
Underwriter. We may, at any time, inspect such documents, make copies of the
records of such accounts, records and documents, and all such records,
documents, supplies and other property relating to the business transacted under
this Agreement. We will furnish you a current statement of your commission
account within a reasonable time after receipt of a written request from you.
3.5 SUITABILITY
You will review all applications, enrollment forms or other forms seeking
Contracts, additional coverage or reinstatement of coverage under a Contract for
completeness and accuracy, as well as compliance with applicable suitability
standards. Each form submitted to us shall be approved in writing by one of your
principals indicating that each form has been reviewed for suitability. Broker
will promptly, but in no case later than the end of the next business day
following receipt by Broker or a Registered Representative, forward all complete
and correct applications, forms and/or other required documentation, together
with any payments received with the such forms, without deduction for
compensation.
You and your solicitors shall not make any misrepresentation or incomplete
comparison of products for the purpose of inducing a current or potential
contractowner or policyholder to lapse, forfeit or surrender his or her current
insurance contract in favor of purchasing another insurer's product.
Communication with clients shall include sufficient information regarding the
appropriateness of the transaction to allow the client to make an informed
decision.
3.6 PROMPT DELIVERY
Depending on the type of Contract, Company may forward issued Contracts to
Broker for delivery to the Contract owner and in such cases, Broker shall
promptly deliver each such Contract to the respective Contract owner. With
respect to Registered Contracts, Broker must deliver the Contract within the
five (5) business days after receipt by Broker. Broker shall be liable to
Company for any loss incurred by Company (including consequential damages and
regulatory penalties where permitted by applicable law) due to any delay by
Broker, its Registered Representatives or Agents in delivering such Contract.
Notwithstanding this provision, Company, in its sole discretion, reserves the
right to transmit documentation directly to the Contract owner.
3.7 COLLECTION AND REMITTANCE OF COMPANY MONEY
Where authorized by us, you may accept premiums or purchase payments in
accordance with our rules and regulations in force at the time of payment. We
have the right at any time to revoke such authority in whole or in part and/or
to limit it in any way. ALL FUNDS OR OTHER CONSIDERATIONS RECEIVED BY YOU AS
FULL OR PARTIAL PAYMENT OF PREMIUMS OR FOR ANY OTHER ITEM, WITHOUT EXCEPTION,
SHALL BE HELD BY YOU IN TRUST SEPARATE FROM YOUR OWN OR OTHER FUNDS AND WILL BE
IMMEDIATELY DELIVERED AND PAID TO THE COMPANY. Such remittances must be applied
to the relevant item. You are not authorized to deposit any such monies or
checks in your own account or any trust account, nor to accept any check made
payable to you for any premium or other item.
3.8 ADVERTISING
(i) You agree that you are responsible for supervising and reviewing your
Registered Representatives' use of sales literature and advertising and all
other communications with the public related to the Contracts and agree
that you will not use, or distribute to any person, any advertising, sales
material, or other document (including, but not limited to, illustrations,
telephone scripts and training materials) referring directly or indirectly
to the Company or the Underwriter or to any Company Contract, or cause,
authorize, or permit any person to do so, without our prior written
consent. You agree that you will not use the name of the Company or the
Underwriter on any business card, letterhead or marquee, or in any
directory listing, or in any other manner, or cause, authorize, or permit
any producer or other person to do so, without our prior written consent.
You will maintain complete records indicating the materials distributed and
the persons using these materials and agree not to use materials provided
by Company or the Underwriter in a manner inconsistent with their intended
use and approval.
(ii) In making offers of the Contracts, you agree to deliver the applicable
currently effective prospectuses, as required by law. For amendments to a
post-effective amendment which occur other than on May 1 of any given year,
AUL will be responsible for providing you with amended prospectuses and
Statements of Additional Information to be distributed in the sale of the
Contracts.
(iii) You agree that you and your solicitors will not misrepresent the Contracts
and will make no oral or written representation which is inconsistent with
the terms of the Contracts, prospectuses or sales literature or is
misleading in any way. Misrepresentation shall include the failure to state
material facts necessary to make the statements that are made not
misleading, or statements which are not contained in or otherwise
consistent with information or representations contained, (i) in the case
of a Registered Contract, in the prospectus, statement of additional
information and registration statement for the Contracts, or in reports or
proxy statements thereof, or in promotional, sales or advertising material
or other information supplied and approved in writing by Company for such
use, (ii) in the case of Qualified Contracts, in any disclosure statement
distributed by Company, or (iii) in the case of Non-Registered Contracts,
in the Contracts or materials furnished by Company. Broker, Agency,
Registered Representatives and Agents may not modify or represent that they
may modify any prospectus, statement of additional information,
registration statement, disclosure statement, contract, promotional, sales
or advertising materials.
(iv) The Company and the Underwriter will use reasonable efforts to provide you
with information and marketing assistance, including providing, without
charge, reasonable quantities of advertising materials, sales literature,
reports, and current prospectuses. Broker agrees to use only sales
literature and advertising material which conforms to all applicable legal
requirements and, to the extent that such sales literature or advertising
materials refer directly or indirectly to the Company or the Contracts,
which has been authorized and approved by Company. Company reserves the
right to recall any material provided by them at any time for any reason,
and You shall promptly return the requested materials and shall not use any
such materials thereafter. Upon termination of this Agreement, You agree
promptly to return all manuals, forms, supplies, and any other properties
furnished by Company.
3.9 ELECTRONIC AND TELEPHONIC TRANSACTIONS
When properly authorized by a Contract owner and agreed to by Company, Broker
shall execute any electronic or telephone transactions in accordance with the
current procedures communicated by Company and as may be described in the
prospectus(es) applicable to the Contracts. Broker agrees that, in consideration
for the electronic and telephone transaction privileges available under certain
Contracts, Company will not be liable for any loss incurred as a result of
acting upon electronic or telephone instructions containing unauthorized,
incorrect or incomplete information received from Broker or its Registered
Representatives or Agents.
3.10 FIDELITY BONDING AND OTHER COVERAGE
You agree that all directors, officers, agents, employees, Sub-agents and
Solicitors who are or become licensed under this Agreement as our agents for
state insurance law purposes or who have access to our funds, including but not
limited to, funds submitted with applications for the Contracts, will be covered
by a blanket fidelity bond to the extent required under state or federal law,
rule, or regulation, including coverage for larceny and embezzlement, issued by
a reputable bonding company. This bond shall be maintained by Broker at Broker's
expense and shall be, at a minimum, of the form, type, and amount required under
NASD Rules, and endorsed to cover your activities relating to the Contracts.
Company may require proof that such coverage is in force and you agree to
promptly advise us of any notice of cancellation of the bond or any change in
your coverage. Failure by the Broker to maintain a required bond shall, at our
option, immediately terminate this Agreement.
3.11 COMPLIANCE WITH ADDITIONAL RULES
The Parties to this Agreement each agree to abide by all applicable laws, rules
and regulations, including, without limitation, the rules of the NASD, ERISA,
insurance laws, and state and federal securities and banking laws, which
include, without limitation, the maintenance of licenses and books and records
required by applicable laws and regulations.
4. COMPANY RIGHT OF ACTION
We are not obligated to accept any business produced by you or by a solicitor.
We may reject applications for insurance without specifying the reason therefor,
as well as settlements tendered or made thereunder, or take up and cancel any
Contract for any reason and return the premium thereon or any part thereof.
We, in our sole discretion, may at any time and from time to time do the
following:
(i) modify or amend any Contract form;
(ii) fix or change maximum and minimum limits on the amount for which any
Contract form may be issued;
(iii) modify or alter the conditions or terms under which any Contract form
may be sold or regulate its sale in any way;
(iv) discontinue or withdraw any Contract form from any geographic area or
market segment, without prejudice to continuation of such form in any
other area or market segment;
(v) cease doing business in any area.
Company shall use its best efforts to provide notice to Broker of its actions
regarding the items described herein, but such action by Company shall be
immediately effective whether or not Broker has been notified of such action by
Company.
5. COMPENSATION
For each Contract sold under this Agreement, we will pay you commissions as set
forth in the applicable Commission Rate Schedule which is attached hereto and
incorporated herein as Exhibit C. The Commission Rate Schedule may be amended
from time to time by Company and any subsequent Commission Rate Schedule shall
similarly be incorporated by reference hereto. You may also be eligible for
compensa-tion under other programs established by us from time to time. Payment
of commissions and any other compensation will be subject to the terms and
conditions of this Agreement and to our rules and regulations then in effect.
Such rules and regulations may be changed by us at any time without notice, but
Company shall use its best efforts to provide notice to Broker of changes to its
rules and regulations. However, changes to Company's and Underwriter's rules and
regulations shall be immediately effective whether or not Broker has been
notified of such action. In any states in which you may not receive commissions
pursuant to state insurance law, we will pay such commissions to Agency or
Agencies with which Broker has associated itself and Broker Dealer agrees to
indemnify and hold Company and Underwriter harmless from any and all damages,
liabilities and expenses, direct and indirect, including the reasonable expenses
of legal counsel and court costs, which Company or Underwriter may incur as a
result of, or in any way connected with, the payment of commissions by Company
or Underwriter to an Agency for the sale of Company's variable insurance
The commissions and any other compensation payable by us to you will be payment
in full for all services performed by you. Except as we may otherwise agree in
writing, you are not entitled to reimbursement for any expenses incurred by you.
5.1 COMMISSIONS
General - The "applicable Commission Rate Schedule" means the Commission Rate
Schedule published by us from time to time for the type of Contract involved.
Commission Rate Schedules are subject to change without notice. Copies may be
obtained from Company at any time.
Repayment of Commissions - If any commission or other compensation to which you
are not entitled under the terms of this Agreement is paid to or retained by
you, you will pay the same to the Company upon demand. You will pay to us, upon
demand, all commissions received by or credited to you, or premiums collected,
or evidence of indebtedness representing the same, taken on applications on
which Contracts are not issued by us, or on Contracts declined by the applicant,
or on Contracts canceled by us, and all commissions received or credited on
premiums or any part thereof which for any reason we may return. In case of any
provision requiring a refund of commissions or other compensation, we may, at
our election, debit your account for the amount of the refund without demand or
notice, or may demand the refund, or both, but debiting your account in such
manner will not relieve you of your obligation to make the refund in the event
that there is an insufficient credit balance in your account. All surrenders
within the first contract year will result in a 100% chargeback of commissions
in months 1 to 6 and 50% in months 7 through 12.
Changes in Compensation - We reserve the right to change the rate of commissions
and/or any other compensation payable under this Agreement. Any such change will
apply only to Contracts issued or other triggering events occurring after the
effective date of the change.
When Due - Commissions will be paid in accordance with our normal commission
processing schedule. Commissions will be payable only on premiums paid to and
accepted by us on Contracts which were produced hereunder by you or by
solicitors or producers while operating under your supervision. No premium will
be considered paid to the Company until it has been actually collected and
transmitted to us and recorded on our records. Commissions and other
compensation will accrue only as such premiums otherwise would become due.
Commissions Paid In Advance - If we pay you a commission or other compensation
on a premium which is or becomes due but which has not yet actually been paid to
the Company, and if such premium is not paid to the Company, you will refund any
commission or other compensation which you have received on such premium.
Conditions - Commissions and any other compensation under this Agreement will be
payable to you only if and for so long as you are in existence and are
continuously and properly licensed (and your solicitors are appointed by us) to
transact insurance business for us and provided that we may legally pay such
commissions and other compensation to you.
Accounting Year - We reserve the right at any time and from time to time,
without notice to you, to change the period comprising our accounting year or
subdivisions thereof.
Statement of Account - We will periodically send you statements of account. You
agree to promptly examine such statements and take reasonable steps to report
any differences with your records. If you fail to notify Company within ninety
(90) days of any difference between our records and your records, then our
statement will be deemed to be correct.
5.2 PROHIBITION AGAINST REBATES
Company may terminate this Agreement if You or any solicitor rebates, offers to
rebate, or withholds any part of any payment on the Contracts. If You or any or
any of your solicitors shall at any time induce or endeavor to induce any owner
of any Contract issued hereunder to discontinue payments or to relinquish any
such Contract, except under circumstances where there are reasonable grounds for
believing the Contract is not suitable for such person, then any and all
compensation due Broker or solicitor hereunder shall cease and terminate.
6. INDEBTEDNESS
6.1 LIEN AND OFFSETS
You grant us a first lien on all commissions and any other compensation payable
to you under this Agreement as security for the payment of any existing or
future debit balance or other indebtedness of yours to us. We may at any time
and from time to time, with or without notice or judicial action, exercise our
lien by offsetting such indebtedness against any commissions and other
compensation otherwise due to you. These liens shall not be extinguished by the
termination of this Agreement or any other Agreement.
All debit balances and other indebtedness of yours to us will be debited from
your account, but debiting your account will not relieve you of your obligation
to repay any insufficiency if there is an insufficient credit balance in your
account. You may not offset any compensation accrued or to accrue under this
Agreement or any other Agreement with us against any such indebtedness.
We will be under no obligation to pay any commissions or other compensation to
you, your executors, administrators or assigns, under this Agreement or under
any other existing or future Agreement with us now or hereafter existing as long
as your account has a debit balance.
Any debit balance of your account shall be payable to us upon demand and shall
bear interest, payable monthly, at the rate declared by us from time to time, as
permitted by law. Any future change in interest rate may, at our option, be
applied to the then remaining balance of any debit balance theretofore created
as well as to debit balances thereafter created.
7. DISPUTES AND LITIGATION
Each party agrees to notify the other parties and to fully cooperate with each
other in the resolution of all matters arising out of the business of this
Agreement. Any disputes between the parties will be settled through binding
arbitration or through a mutually agreed upon alternative dispute resolution
procedure in accordance with Section 7.2.
7.1 COMPLAINTS AND CLAIMS
Each party agrees to promptly notify the other parties of any written complaint,
claim or dispute and of any threatened or filed arbitration action or civil
litigation involving an applicant, Contract or contractholder arising out of
solicitation or servicing of the Contracts hereunder. Additionally, each party
shall promptly forward to the other parties, by certified mail, any legal
process or notice of claim served on such party in a suit or proceeding against
them.
Each party agrees to fully cooperate with each other in investigating and
responding to any Contract owner complaint, attorney demand, or inquiry received
from state insurance departments or other regulatory agencies or legislative
bodies, and in any settlement or trial of any actions arising out of the conduct
of business under this Agreement, provided that the parties interests have not
become adversarial due to the Broker and/or any Agency, the Company or the
Underwriter having been named co-defendants in an action at law, in which event,
the parties shall be allowed to represent their own interests without regard to
the provisions of this Section 7.1.
Any response by Broker or any Agency to an individual Contract owner complaint
arising out of the conduct of business under this Agreement must be sent to us
for our review not less than five (5) business days before being sent to the
Contract owner, except that if a more prompt response is required, contact with
us may be made by telephone, facsimile or in person. before being sent to the
Contract owner.
Failure by Broker or any Agency to comply with the foregoing procedures for
notification, investigation and response to Contract owner complaints by Broker
or any Agency, or any Registered Representatives or Agents may be grounds for
immediate termination of this Agreement.
You will not, without our prior written consent, litigate any dispute with an
applicant or policyholder on any matter relating to the business of this
Agreement, except as provided herein.
We may settle any claim against us or you arising out of the business of this
Agreement and you agree to reimburse us if the claim is the result of a breach
of your responsibilities under the Agreement. If you disagree with our
settlement or with our right to reimbursement, you may seek arbitration pursuant
to Section 7.2.
7.2 DISPUTE RESOLUTION
The parties agree that any dispute between the parties arising out of or related
to this Agreement will be resolved by binding arbitration in accordance with
this Section and the arbitration rules of the NASD The arbitration will take
place in Indianapolis, Indiana unless we mutually agree to another location. The
arbitration decision will be binding on the parties and the decision will be
final with no right of appeal. The award of the arbitration may be entered as a
final judgment in any court which has jurisdiction thereof.
EACH PARTY HERETO HEREBY WAIVES THE RIGHT TO A TRIAL BY EITHER A JURY OR A
COURT, INCLUDING BUT NOT LIMITED TO A TRIAL OF ANY ISSUE CONCERNING THE VALIDITY
OF THIS SECTION 7.2 OR ANY PORTION THEREOF, AND THE RIGHT OF APPEAL FROM THE
ARBITRATORS AWARD. EACH PARTY HERETO WAIVES ANY CLAIM TO RECOVER PUNITIVE
DAMAGES AND NON-COMPENSATORY DAMAGES AGAINST THE OTHER PARTY.
The terms and conditions of this Section 7.2 shall not be construed to limit the
parties' right to agree to an alternative method of dispute resolution. However,
if the parties do not mutually agree to another form of dispute resolution in
lieu of binding arbitration, then the provisions regarding binding arbitration
in this Section 7.2 shall control.
8. TERMINATION
Any party may terminate this Agreement, with or without cause, by giving written
notice to the other parties, specifying the effective date of termination.
This Agreement shall automatically terminate without notice upon occurrence of
any of the following events:
(i) Broker or any Agency files for bankruptcy or dissolution, or financial
or corporate reorganization under federal or state insolvency laws or
if organized as a partnership, bankruptcy or dissolution of any of the
partners, except that in such case the Agreement shall only terminate
as to the bankrupt or dissolved partner.
(ii) Fraud or gross negligence by Broker or any Agency in the performance
of any duties imposed by this Agreement or withholding or
misappropriation, for Broker's or Agency's own use, funds belonging to
Company, Underwriter or Company's Contract owners, applicants,
beneficiaries or payees.
(iii) When and if Broker or any Agency materially breaches this Agreement
or materially violate applicable Federal or state laws, including but
not limited to federal securities laws or state insurance laws in any
jurisdiction in which Broker or Agency transact business, whether or
not in relation to Company or Contracts issued by Company.
(iv) When and if Broker or any Agency fails to obtain renewal of a
necessary license in any jurisdiction, but only as to that
jurisdiction.
(v) When and if Broker is disqualified for continued membership with the
NASD or registration with the SEC, but only as to Registered
Contracts. If this Agreement is terminated for cause as described
above, your right to receive compensation shall immediately terminate.
9. MISCELLANEOUS PROVISIONS
Certain provisions of this Agreement are emphasized for the convenience of the
reader. Nevertheless, all provisions apply equally.
9.1 PREVIOUS AGREEMENTS
Any and all prior Agreements between the parties hereto authorizing the
solicitation of SEC registered products, are hereby terminated and are
superseded by this Agreement.
9.2 AMENDMENTS
Neither party will be bound by any promise, understanding or representation
heretofore or hereafter made unless the same is made by an instrument in
writing, signed by one of its officers, which expresses by its terms an
intention to modify this Agreement.
Company may amend this Agreement upon ten (10) business days prior written
notice to Broker. Notice to Broker shall be deemed to be notice to any Agency
that is a party to this Agreement. The submission of an application for a
Contract by Broker or Agency after the effective date of such amendment shall
constitute agreement to such amendment.
Additional Agencies may be added as parties to this Agreement at any time by
written amendment signed by Company, Broker, and a duly authorized
representative of the Agency to be added to the Agreement. The subsequent
addition of one or more additional Agencies shall not require the consent of
previously named Agencies who are parties to this Agreement and each Agency that
is a party to this Agreement, or to any amendment to this Agreement following
its initial execution, hereby consents and agrees in advance to the addition of
future Agencies.
9.3 FORBEARANCE AND WAIVER
Forbearance or neglect on the part of any party to insist upon compliance with
the terms of this Agreement shall not be construed as or constitute a waiver
thereof nor shall any waiver constitute a continuing waiver. Failure of any
party to terminate the Agreement for any of the causes set forth in this
Agreement will not constitute a waiver of that party's right to terminate this
Agreement at a later time for any of these causes. No waiver or modification of
this Agreement will be effective unless it is in writing and is signed by all
parties hereto. Notwithstanding the above, the parties agree that any Exhibits
and Schedule(s) to this Agreement may be amended from time to time, and that
such revised Schedule(s) shall be automatically effective as set forth in this
Agreement.
9.4 AGREEMENT NON-ASSIGNABLE
You may not assign this Agreement or any of the rights, authorities and benefits
provided hereunder without our prior written consent. We agree not to withhold
our consent unreasonably. Any attempted assignment as collateral security or
assignment for the benefit of creditors will be subject to our rules and
policies then in effect. Any assignment agreed to by Company shall be subject to
any indebtedness and obligation Broker or Agency owes Company and any applicable
state insurance laws or regulations pertaining to such assignments.
9.5 SEVERABILITY
This is a severable Agreement. If any provision of this Agreement would require
a party to take action prohibited by applicable federal or state law or prohibit
a party from taking action required by applicable federal or state law, then it
is the intention of the parties hereto that such provision shall be enforced to
the extent permitted under the law, and, in any event, that all other provisions
of this Agreement shall remain valid and duly enforceable as if the provision at
issue had never been a part of this Agreement.
9.6 INDEPENDENT AGREEMENT
The compensation provided by this Agreement is separate from any compensation or
consideration provided under any other agreement you may have with us or with
one of our affiliates. Except as set forth in our applicable rules and
regulations, your activities under this Agreement will not be taken into account
for purposes of any compensation or benefits under any such Agreement.
9.7 APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the state of
Indiana without giving effect to principles of conflict of laws.
9.8 TRADEMARKS
The provision of Contracts and prospectuses and sales literature for the
Contracts and underlying funding vehicles to You shall not provide You with any
license to use any tradenames, trademarks, service marks or logos or proprietary
information of the Company or any underlying funding vehicle or any affiliates
thereof, except to the extent necessary for You to distribute the Contracts in
accordance with the terms of this Agreement.
It is understood that the names "American United Life Insurance Company(R)" and
"American United," "AUL" and "OneAmerica" or any derivative thereof or logo
associated with those names is the valuable property of Company and its
affiliates, and that Broker and any Agency shall have the right to use such
names (or derivative or logo) only as set forth in this Agreement and in a
manner consistent with its terms. Any use of these names (or derivative or logo)
shall be subject to Company's prior written approval.
9.9 CONFIDENTIALITY
Each party shall keep confidential any confidential information of the other
that it may acquire as a result of this Agreement.
9.10 PRIVACY
All nonpublic personal information obtained by the Company or on behalf of you
in the performance of the Company's duties and obligations under this Agreement
shall be held in the strictest confidence by it and its representatives and will
not be used for any other purposes except to perform its duties under this
Agreement. Such information shall not be disclosed to any third party without
your express written consent or as may be required by law, and the Company will
establish procedures to protect the security and confidentiality of such
information. Nonpublic personal information shall have the meaning ascribed to
it in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999. It shall include any
business or financial information, customer information, customer names,
operations or systems manuals, decision processes, specifications, profiles,
system and management architectures, diagrams, graphs, models, sketches,
technical data, research, plans, strategies, forecasts, forecasts assumptions,
business practices, marketing information and material, proprietary ideas,
concepts, know-how, methodologies, and all other information related to your
business and or the business or any of your affiliates, as we as health
information furnished by you or your representative in the performance of your
duties or obligations under this Agreement. Confidential information shall also
include all information of a third party to which your company and/or any of its
affiliates have access and to which you or any of your representatives has had
or will have access incorporating any of the information described in this
section.
9.11 SURVIVAL
The following provisions will survive the termination of this Agreement:
Sections 3, 5, 6, 7, 9, 11 (v), 11 (xii), 12, and 14.5.
9.12 EXPENSES
Broker and any Agency shall bear all of their expenses in performance of this
Agreement, unless otherwise specifically stated in this Agreement.
9.13 NOTICES
All notices to Company under Sections 3.10 and 7.1 shall be sent by registered
mail, return receipt requested, to:
American United Life Insurance Company
Attention: General Counsel
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
All notices to Company under Sections 2, 8, and 14.2 and any other notices
regarding licensing matters, shall be sent postage prepaid to:
American United Life Insurance Company
Attention: Licensing Department
Xxx Xxxxxxxx Xxxxxx,
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000-0000
All notices to Underwriter under this agreement and any other notices, shall be
sent postage prepaid to:
OneAmerica Securities, Inc.
Attention: Secretary
Xxx Xxxxxxxx Xxxxxx,
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000-0000
All notices to Broker and any Agency shall be sent postage prepaid to the last
address known to Company, or to such other address as Broker or Agency may
request in writing.
10. CORPORATIONS; PARTNERSHIPS
The additional provisions set forth below apply to this Agreement.
10.1 OFFICIAL ACTIONS
You may designate one or more individuals to deal with us on your behalf. Such
designation must be made by your board of directors, president, or chief
executive officer if you are a corporation or by any general partner if you are
a partnership. In the absence of a designation, we may (but are not obligated
to) deal with your president or any vice president (if you are a corporation) or
any general partner (if you are a partnership).
10.2 CHANGES
You agree to inform us of any changes in your legal structure, and of any
material changes in your ownership or control. You also agree to inform us of
any material transfer of your stock or partnership interests. Upon receipt of
such information, we may elect to terminate this Agreement upon five (5)
business days' written notice to you.
10.3 STATUS
We may, from time to time, require you to provide us with evidence of your
continued existence and good standing.
11. REPRESENTATIONS AND WARRANTIES; COMPLIANCE
11.1 REPRESENTATIONS OF BROKER
Broker and any Agency that is a party to this Agreement represent, warrant and
covenant that:
(i) Broker is, and will remain during the term of this Agreement, a
properly licensed and registered broker-dealer under applicable state
and federal securities law and a member in good standing of the NASD.
Any Agency represents and warrants that at all times when performing
its functions and fulfilling its obligations under this Agreement, it
will be a properly licensed insurance agency in each jurisdiction in
which such licensing is required for purposes of soliciting sales of
the Contracts and receiving compensation in connection with the
Contracts and for ongoing premiums or purchase payments thereon.
(ii) You will solicit applications for Contracts only through properly
licensed insurance agents, duly appointed by the Company. For purposes
of this Agreement, all acts and omissions of any solicitor or Agency
within the scope of this Agreement shall be deemed to be acts or
omissions of Broker.
(iii) You are in compliance, and will remain in compliance, with all
applicable laws, rules and regulations, including, without limitation,
those of the SEC, NASD, and state and federal securities, banking and
insurance laws.
(iv) You have taken and will continue to take the actions appropriate to
supervise your representatives and other associated persons to ensure
compliance with all applicable laws and regulations.
(v) You will comply, and will cause each solicitor and Agency to comply,
with any applicable Company policies and procedures previously
provided to you in writing, including, without limitation, those
regarding replacements of Contracts, as amended from time to time.
(vi) You are not aware of any disciplinary actions pending before the NASD,
or any other state or federal regulatory body involving the sale of
securities which involve either Broker or any of its affiliates, or
its registered representatives, other than those items currently
reflected in the NASD's disciplinary history.
(vii) You do not, at the time this Agreement is executed, have any actual
knowledge of any circumstances which might materially affect your
ability to carry out the terms of this Agreement.
(viii) You will not solicit or sell any Contracts in connection with any
"market timing" or "asset allocation" program or service, and if the
Company determines in its sole discretion that you are soliciting or
have solicited Contracts subject to any such program, the Company may
take such action it deems necessary to halt such solicitations or
sales, and in addition to any indemnification provided in Section 12
of this Agreement and any other liability that you may have, you will
be liable to the Company and each underlying funding vehicle affected
by any such program, for any damages or losses, actual or
consequential, sustained by them as a result of such program.
(ix) You have performed due diligence in compliance with state law and have
duly investigated and performed a thorough background check into the
character and fitness of any Registered Representatives or Agent; that
you are not aware of any felony or misdemeanor convictions in the last
10 years arising out of conduct involving embezzlement, fraudulent
conversion or misappropriation of funds or securities, or involving
violations of Sections 1341, 1342, or 1343 of Title 18 of the United
States Code or any subsequent amendments thereto; and that you are
satisfied that each such Registered Representative and/or Agent that
Broker has designated is trustworthy, financially responsible, in good
business standing and competent for appointment to act as an
individual insurance agent of Underwriter. Broker agrees, upon request
by Company or Underwriter and to the extent permitted by law, to
provide them with copies of any and all background check reports and
any additional documentation in connection with the investigation into
the background of the designated Registered Representative or Agent.
(x) To the extent that any compensation is paid directly to an Agency and
not to the broker-dealer, You and any Agency are in compliance with
the terms and conditions of one or more no-action letters issued by
the SEC with respect to an insurance agency associated with a
registered broker-dealer not registering as a broker-dealer with the
SEC. In reliance on such representation, Underwriter agrees to pay
compensation in connection with the Contracts, that would otherwise be
payable to Broker, to any Agency that is properly state licensed. If
an Agency is to receive commissions from the Underwriter, Broker shall
provide, in Exhibit B attached hereto, certification of compliance
with the no-action letter being relied upon, confirming that each of
the circumstances set forth in the no-action letter have been complied
with, that Broker's operation is identical or meets the criteria of
the letter being relied on, and that, to the best of Broker's
knowledge and belief, that the SEC has not rescinded or modified its
no-action position since the letter was originally released.
(xi) You will notify Company immediately in writing if Broker and/or any
Agency fail to comply with any such terms and conditions and shall
take such measures as may be necessary to comply with any such terms
and conditions. If any Agency is the same party as Broker, this
Paragraph (xi) does not apply, and Broker shall undertake all the
duties, responsibilities and privileges under this Agreement.
(xii) Any compensation payable by Underwriter to an Agency referred to in
Paragraph (xi) above, in connection with the Contracts shall be
distributed by such Agency only to duly licensed and properly
appointed Registered Representatives and Agents.
11.2 REPRESENTATIONS OF COMPANY
Company represents, warrants and covenants that:
(i) It is, and will remain during the term of this Agreement, a properly
licensed insurance company, authorized to distribute the Contracts
being sold by You and that its Underwriter shall remain a properly
licensed and registered broker-dealer under applicable state and
federal securities law and a member in good standing of the NASD.
(ii) The contracts shall, to the extent required, shall comply with the
registration and all other applicable requirements of the 1933 Act and
the Investment Company Act of 1940, and the rules and regulations
thereunder, including the terms of any order of the SEC with respect
thereto.
(iii) The contracts available under this Agreement have been duly filed and
approved by the state insurance departments in the jurisdictions where
we have advised you that they may be sold.
(iv) Contract prospectuses included in Company Registration Statements and
in post-effective amendments thereto, and any supplements thereto, as
filed or to be filed with the SEC, as of their respective effective
dates, contain or will contain, all statements and information which
are required to be stated therein by the 1933 Act and in all respects
conform or will conform, to the requirements thereof, provided that
such filing or registration is required for a particular contract.
12. INDEMNIFICATION
12.1 Broker and each Agency shall indemnify and hold harmless the Company, the
Underwriter, and each employee, director, officer and shareholder of the Company
and Underwriter, against any losses, claims, damages or liabilities, including
but not limited to reasonable attorney fees and court costs, to which the
Company, Underwriter or any employee, officer, director or shareholder may be
subject, which arise out of or are based on any violation of the terms of this
Agreement, any Company policies or procedures that have previously been provided
to You in writing, or any applicable federal or state statutory law or
regulation, at common law or otherwise, or any wrongful act resulting in loss to
the Company or the Underwriter, including any misrepresentation (except any
misrepresentations resulting from reliance on the prospectus, the registration
statement for the Contracts, or approved sales materials relating to the
Contracts), negligence or unauthorized act, by Broker, its representatives, any
Agency, its agents and any employee, officer, director, shareholder, principal,
partner and affiliate of the Broker or any Agency. In the event the Company
suffers a loss resulting from Broker or any Agency's activities, Broker hereby
assigns any proceeds received under its fidelity bond, error and omissions, or
other similar liability coverage to the Company and the Underwriter to the
extent of any such loss. If there is any deficiency amount, whether due to a
deductible or otherwise, Broker agrees to indemnify and hold Company and
Underwriter harmless from any such deficiency and to promptly pay such amount to
Company upon request, including the costs of collection and reasonable
attorneys' fees.
12.2 The Company shall indemnify and hold harmless Broker and Agency and each
employee, officer, director, shareholder, registered representative, agent, or
affiliate of theirs, against any losses, claims, damages or liabilities,
including but not limited to reasonable attorney fees and court costs, to which
Broker or any Agency or any employee, officer, director or shareholder of either
of them becomes subject which arises out of or is based on any violation by the
Company or its employees or officers of the terms of this Agreement or any
applicable law including 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 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, or in any advertisement
or sales literature approved in writing by Company. 12.3 The Underwriter shall
indemnify and hold harmless Broker and Agency and each employee, officer,
director, shareholder, registered representative, agent, or affiliate of theirs,
against any losses, claims, damages or liabilities, including but not limited to
reasonable attorney fees and court costs, to which Broker or any Agency or any
employee, officer, director or shareholder of either of them becomes subject
which arises out of or is based on any violation by the Underwriter or its
employees or officers of the terms of this Agreement or any applicable law
including 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
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 any advertisement or
sales literature approved in writing by the Underwriter.
13. TERM OF AGREEMENT
Broker and Agency shall be authorized to offer and sell Contracts to the general
public pursuant to this Agreement for a period of one (1) year from the
Effective Date, and, unless terminated earlier pursuant to Section 8, such
authorization shall automatically be renewed for one (1) year periods
thereafter.
14. SALES BY OR THROUGH BANKS
14.1 APPLICATION
This Section 14 applies only if the Broker or an Agency distributes Contracts in
one or more of the following circumstances (collectively referred to as
"Bank-Related Sales"):
(i) on the premises of a bank, trust company, savings bank, savings and
loan association, thrift, credit union or other institution (a) the
deposits of which are insured by the Federal Deposit Insurance
Corporation ("FDIC"), National Credit Union Share Insurance Fund or
similar organization; (b) which is chartered, organized, regulated or
supervised under the authority of any federal or state bank, thrift,
credit union or similar financial institution regulatory agency or
authority (collectively, "Banks");
(ii) by means of personal, telephone, mail or other oral or written
contacts originating from the premises of a Bank; or
(iii) to persons who are referred to the Broker or Agency by a Bank
pursuant to a customer list, mailing, Bank employee referrals or
otherwise. For purposes of this Section 14, the term "Bank Regulatory
Requirements" shall include (a) the Interagency Statement on Retail
Sales of Nondeposit Investment Products (February 14, 1994), issued by
the U.S. Office of the Comptroller of the Currency (the "OCC"), the
Board of Governors of the Federal Reserve System (the "Fed"), the FDIC
and the U.S. Office of Thrift Supervision (the "OTS"), as supplemented
or amended from time to time, and the Joint Interpretations on the
Interagency Statement (September 12, 1995), issued by the OCC, the
Fed, the FDIC and the OTS and Credit Union Letter No. 150 issued by
the National Credit Union Administration, and (b) any federal or state
laws, regulations, pronouncements, orders, directives, circulars,
agreements in writing, memoranda, commitments in writing or other
legal or supervisory requirements which may be administered, adopted,
promulgated, enforced or applied with respect to any Bank-Related
Sales under this Agreement (regardless of whether any such requirement
is of general or specific applicability) by any federal or state bank
or financial institution regulatory agency or authority. For purposes
of this Section 14, the term "Variable Product Regulatory
Requirements" shall include (a) any applicable federal or state
securities laws, regulations, pronouncements, orders, directives,
circulars, agreements in writing, memoranda, commitments in writing or
other legal or supervisory requirements or self-regulatory
organization rules, orders, notices, bulletins, advisory opinions or
memorandum which may be administered, adopted promulgated, enforced or
applied with respect to any Bank-Related Sales (regardless of whether
any such requirement is of general or specific applicability),
including without limitation the SEC's no-action letter cited as Chubb
Securities Corporation (avail. Nov. 24, 1993) and NASD Conduct Rule
2350; and (b) any applicable state insurance laws, regulations,
pronouncements, orders, directives, circulars, agreements in writing,
memoranda, commitments in writing or other legal or supervisory
requirements which may be administered, adopted, promulgated, enforced
or applied with respect to any Bank-Related Sales (regardless of
whether any such requirement is of general or specific applicability)
by any state insurance regulatory agency or authority.
14.2 CONDITIONS FOR BANK-RELATED SALES
The authorization to distribute Contracts which is conferred on the Broker shall
not include Bank-Related Sales in connection with any Bank unless: (1) such
activities are conducted under the terms of a written agreement with such Bank,
which agreement complies in all respects with applicable Bank Regulatory
Requirements and Variable Product Regulatory Requirements and the terms and
conditions of this Agreement and to which the Bank and all related service
corporations are parties (herein, a "Bank Agreement"); (2) written notice of the
execution of the Bank Agreement is provided to the Company in advance of the
commencement of any sales and solicitation activity thereunder; and (3) the
Company shall not have objected to the Bank Agreement within ten (10) business
days after receiving such notice. The Broker shall, upon request of the Company,
provide the Company with a copy of each Bank Agreement. The Broker shall
promptly notify Company in writing of (1) any amendment, supplement,
modification or termination to or of any Bank Agreement and (2) any failure on
the part of any party to a Bank Agreement to comply fully with its terms and
provisions. The Company reserves the right to terminate its approval of any Bank
Agreement at any time upon written notice, and the Broker agrees to take
appropriate action upon receipt of such notice to terminate such Bank Agreement
and wind up their activities thereunder.
14.3 COMPLIANCE WITH BANK REGULATORY REQUIREMENTS AND VARIABLE PRODUCTS
REGULATORY REQUIREMENTS
Notice of a Bank Agreement pursuant to Section 14.2 shall serve as confirmation
of a representation and warranty by the Broker and any Agency, on behalf of
themselves and their Agents, that each of them is in compliance with all Bank
Regulatory Requirements applicable to third parties engaged in Bank-Related
Sales. The Broker and any Agency shall have the exclusive responsibility
vis-a-vis the Company for ensuring strict compliance with all Bank Regulatory
Requirements and Variable Product Regulatory Requirements by all parties to the
Bank Agreement with respect to any Bank-Related Sales, as well as strict
compliance by such parties with the terms and conditions of this Agreement. The
Broker and Agency each undertake to keep the Company promptly informed of any
amendments, supplements or changes to applicable Bank Regulatory Requirements or
Variable Product Regulatory Requirements which may affect this Agreement or the
Bank Agreement.
14.4 PROSPECTUSES AND APPLICATIONS PROVIDED BY COMPANY; SALES MATERIALS
During the term of this Agreement, the Company will provide the Broker, without
charge, with as many copies of the Contract Prospectus(es), Trust Prospectus(es)
and applications for the Contracts, containing those disclosures specifically
required by any applicable Bank Regulatory Requirements with respect to products
not insured by the FDIC and similar matters, as the Broker reasonably may
request for purposes of Bank-Related Sales pursuant to an approved Bank
Agreement. The Broker shall have exclusive responsibility for ensuring the use
and delivery of such materials, and any other sales materials, in compliance
with applicable Bank Regulatory Requirements and Variable Product Regulatory
Requirements.
14.5 SUPPLEMENTAL INDEMNIFICATION OF COMPANY
In addition to the indemnifications provided to the Company under Section 12,
the Broker and any Agency that is a party to this Agreement, jointly and
severally, shall indemnify Company for any losses resulting from bank related
sales under this Section 14 including, but not limited to claims, damages or
liabilities (arising out of or based on violations or failures to comply with
any Bank Regulatory Requirements or Variable Product Regulatory Requirements.
The provisions of Section 12 shall govern the terms and procedures with respect
to any indemnifications provided under this Section 14.5.
14.6 CONSTRUCTION WITH OTHER PROVISIONS
The provisions of this Section 14 are in addition to the other terms and
conditions of this Agreement. In the event of any inconsistency between the
provisions of this Section 14 and any other term or condition of this Agreement,
the requirements of this Section 14 and not such other term or condition, shall
govern.
15 EXECUTION
Each of the parties to this Agreement represent and warrant to one another that
they and the officers signing below have full power and authority to enter into
this Agreement, and that this Agreement has been duly and validly executed by
them and constitutes a legal, valid and binding agreement.
This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together shall constitute one and the same instrument.
By executing this Agreement, the parties each acknowledge reading this Agreement
in its entirety and agreement with and to the terms and conditions set forth
herein.
This Agreement is effective as of the ____ day of _________________ 20___.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above.
AMERICAN UNITED LIFE INSURANCE COMPANY(R) ONEAMERICA(R) SECURITIES, INC.
By: ____________________________________ By: _________________________________
Printed: _______________________________ Printed: ____________________________
Title: _________________________________ Title: ____________________________
_______________________________________ _______________________________________
NAME OF BROKER DEALER ASSOCIATED INSURANCE AGENCY
By: By:
Printed: Printed:
Title: Title:
PLEASE ATTACH ADDITIONAL SIGNATURE PAGES IF MORE THAN ONE ASSOCIATED INSURANCE
AGENCY EXISTS.
EXHIBIT A
GENERAL LETTER OF RECOMMENDATION
Broker and Agency hereby certify to Company that all the following requirements
will be satisfied as a part of submitting licensing/appointment papers for
solicitors to be appointed as agents of Company. Broker and Agency will, upon
request, provide proof of its compliance with these requirements to Company 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,
and, to the best of our knowledge, is known to be of good moral character,
has a good business reputation, is reliable, is financially responsible and
is worthy of a license. Furthermore, based on our investigation, each
individual is trustworthy, competent, qualified to act as an agent for
Company, and to hold himself out in good faith to the general public. We
vouch for each applicant.
2. We have on file a 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 a NASD registered
representative.
3. 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.
4. We certify that, to the best of our knowledge, 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.
5. 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 Company are those of the applicant
and the securities registration is a true copy of the original.
6. We hereby warrant that the applicant is not applying for a license with
Company in order to place insurance chiefly and solely on his life or
property, lives or property of his relatives, or property or lives of his
associates.
7. 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.
8. 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 evidencing appointment with Company.
9. We certify that each solicitor under this Agreement shall have entered into
a written agreement pursuant to which: a) applicant is appointed a
registered representative of Broker; b) applicant agrees that his or her
selling activities shall be under the supervision and control of Broker;
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 Broker.
EXHIBIT B
COMPLIANCE WITH NO-ACTION LETTER
In consideration of Company's agreement to pay commissions under this Agreement
directly to Agency, Broker and each Agency that has signed this Agreement,
thereby binding itself to the terms thereof, hereby represent and warrant to
Company:
1. That each of them are in compliance with the terms and conditions of one or
more no-action letters issued by the SEC with respect to an insurance
agency associated with a registered broker-dealer not registering as a
broker-dealer with the SEC; and
2. That each of the conditions set forth in the no-action letter have been
complied with; and
3. That Broker's operation is identical or meets the criteria of the letter
being relied on; and
4. That, to the best of Broker's knowledge and belief, that the SEC has not
rescinded or modified its no-action position since the letter was
originally released.
_______________________________________ _______________________________________
NAME OF BROKER DEALER ASSOCIATED INSURANCE AGENCY
By: By:
Printed: Printed:
Title: Title:
EXHIBIT C
SPECIFICATION OF VARIABLE INSURANCE PRODUCT CONTRACTS
AND COMMISSION RATE SCHEDULE FOR PRODUCTS
[Negotiable]
