ACACIA NATIONAL LIFE INSURANCE COMPANY
THE ADVISORS GROUP, INC.
NATIONAL BROKER-DEALER AGREEMENT
This Agreement, made as of the _____ day of _____________ , 19___ , by and
between Acacia National Life Insurance Company, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx,
XX 00000, ("Acacia National"), The Advisors Group, Inc., 0000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx, XX 00000, ("TAG"); and
--------------------------------------------------------------------------------
(Broker-Dealer)
(Broker-Dealer), of ___________________________________________________________
(Address)
WHEREAS, TAG is the principal underwriter and distributor of Flexible
Premium Variable Life Insurance policies (the "Policies") issued by Acacia
National Life Insurance Company ("Acacia National") through the Acacia National
Variable Life Insurance Separate Account I &II,
WHEREAS, the Broker-Dealer desires to offer certain of the Policies to the
public and receive compensation for its distribution and administrative service
assistance;
NOW, THEREFORE, in consideration of the premises and the terms and
conditions herein set forth, IT IS AGREED AS FOLLOWS:
1. OFFERING OF THE POLICIES BY BROKER-DEALER
TAG and Acacia National hereby appoint Broker-Dealer to supervise
solicitations for and sales of the Policies and to perform certain
administrative duties with respect to the Policies provided for in this
Agreement. The Policies to which this Agreement applies are listed in Exhibit A.
Exhibit A may be amended from time to time by Acacia National or Broker-Dealer.
Acacia National in its sole discretion and without notice to Broker-Dealer, may
suspend sales of Policies or may amend such Policies.
2. STATUS AND COMPLIANCE OF BROKER-DEALER
Broker-Dealer represents that it is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"). Broker-Dealer hereby acknowledges that in acting as a broker-dealer in
connection with the offering of the Policies, it is Broker-Dealer's
responsibility, and Broker-Dealer hereby certifies that it shall, maintain its
registration under the 1934 Act and its membership in good standing with the
NASD and comply with all applicable rules and regulations of the NASD, all
applicable state and federal laws, and the rules and regulations of any
regulatory agencies having jurisdiction which may affect the sale of the
Policies.
3. STATUS AND COMPLIANCE OF BROKER-DEALER'S REPRESENTATIVES
Broker-Dealer agrees to select persons associated with it
("Representatives") who Broker-Dealer shall train and qualify as agents to
solicit applications for the Policies in conformance with applicable state
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and federal laws, rules and regulations. Such Representatives of Broker-Dealer
shall be permitted to solicit sales of Policies only in States where Acacia
National is authorized to transact variable life and/or variable annuity
business and where the registered representative is licensed by appointment with
Acacia National to solicit the Policies in accordance with the requirements of
the proper governmental authorities.
Solicitations for the Policies hereunder will be made only by
Representatives who are NASD Registered Representatives of Broker-Dealer who
posses the required licenses and appointments, including but not limited to,
registration with the NASD and the States in which the Representative solicit
sales of the Policies. Continued solicitation for the Policies shall be
contingent upon the continued qualification of such Representatives under all
applicable laws including but not limited to possession of the required
securities representative and insurance agent registrations and licenses.
Broker-Dealer shall assist Acacia National in the appointment of
Representatives under the applicable insurance laws to sell the Policies.
Broker-Dealer shall fulfill all requirements set forth in the Representative
Certification, attached as Exhibit B, in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of Acacia
National. All such licensing/appointment papers should be submitted to TAG for
processing.
4. BROKER-DEALER'S SUPERVISION OF REPRESENTATIVES
The activities of all Representatives of Broker-Dealer will be under the
direct and diligent supervision of Broker-Dealer. Broker-Dealer shall perform
its supervisory duties in strict compliance with Acacia National's rules and
procedures for the writing of applications and the handling of policies and
premiums collected, the laws, rules and regulations of the NASD, the Securities
and Exchange Commission, and any other government or other agencies that have
jurisdiction over the sale of the Policies.
Broker-Dealer agrees that its Representatives will offer and sell the
Policies only in accordance with the terms and conditions of the then current
prospectus for the Policies and will make no representation not included in the
prospectus or in any authorized supplementary material approved by Acacia
National and TAG. Broker-Dealer shall not use or permit to be used sales
literature or advertising with regard to the Policies other than with the prior
written approval of Acacia National or TAG.
Broker-Dealer shall cause each such Representative to execute a
Representative's Agent Agreement with Acacia National before a Representative
shall be permitted to solicit for sales of the Policies. Acacia National shall
furnish Broker-Dealer with copies of Representative's Agent Agreements for
execution by the Representatives.
5. BROKER-DEALER ACTIVITIES
Broker-Dealer also agrees to perform, at its own expense, the following
administrative duties in connection with the solicitation, sale and servicing of
the Policies by its duly licensed and appointed Representatives.
A. Review of Policies/Right of Rejection. Broker-Dealer will review all
applications for the Policies and the Products for completeness and will
promptly forward such applications, together with all gross purchase
payments and any other documents concerning such applications, to Acacia
National. It is expressly understood that either Acacia National or
Broker-Dealer in its sole discretion reserves the right to reject any such
application or payments remitted by Representative through Broker-Dealer
and may refund an applicant's payments to the applicant. In the event such
refunds are made and if Representative has
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received compensation based on an applicant's payment that is refunded,
Representative shall promptly repay such compensation to Broker-Dealer. If
repayment is not promptly made, Broker- Dealer may at its sole option
deduct any amounts due it from Representative from future commissions
otherwise payable to Representative.
B. Offset or Deductions Prohibited. All money payable in connection with any
of the policies, whether as premium, purchase payment or otherwise, and
whether paid by or on behalf of any policyholder or anyone else having an
interest in the Policies, is the property of Acacia National, and shall be
transmitted immediately in accordance with the administrative procedures of
Acacia National without any deduction or offset for any reason including
for example, but not by way of limitation, any deduction or offset for
compensation claimed by Broker-Dealer.
C. Books and Records. Broker-Dealer will maintain appropriate books and
records concerning the activities of its Representatives authorized to
solicit and sell the Policies, as required by the SEC, NASD and other
regulatory agencies that have jurisdiction, or as may be reasonably
required by Acacia National or TAG.
D. Licensing. Broker-Dealer will review for completeness all applications for
licensing submitted by its Representatives for initial appointment and
renewal as variable annuity and/or Variable Life agents with Acacia
National. Broker-Dealer will also maintain variable annuity and/or Variable
Life agent records and may notify Acacia National of any notice
Broker-Dealer may receive concerning the suspension or revocation of any
Representative's variable annuity and/or Variable Life license.
E. Supervisory Procedures. Broker-Dealer will establish such rules and
procedures as may be necessary to supervise diligently the sales activities
of its agents and employees. Upon written request by Acacia National or
TAG, Broker-Dealer shall promptly furnish such appropriate records as may
be necessary to insure such diligent supervision.
F. Maintenance of Facilities. Broker -Dealer will maintain facilities on
behalf of Acacia National and provide competent personnel to respond to
Policy owners' routine requests for information and forms in connection
with the exercise of rights and privileges afforded under the Policies.
Broker-Dealer shall perform such Policy owners' servicing in a manner (i)
as is necessary to assure prompt and satisfactory attention to Policy
owners' needs and (ii) in accordance with the rules and procedures as may
be established from time to time by Acacia National or TAG.
G. Dissemination of Acacia National or TAG Directives. Broker-Dealer will
disseminate all directives, procedural rules and information releases that
may be issued by Acacia National or TAG from time to time, to appropriate
administrative personnel and Representatives, and maintain a record
thereof.
H. Unauthorized Acts. The Broker-Dealer is without authority to do or perform
and expressly agrees not to do or perform the following acts, on behalf of
TAG: (1) hold itself out as an agent or representative of TAG in any
manner, or for any other purpose than is expressly prescribed in this
Agreement; (2) make, alter or discharge Policies; (3) initiate any legal
action in any matter pertaining to TAG's business without proper written
consent from TAG; (4) quote rates other than as quoted by TAG; (5) extend
the time for payment of any
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premium; (6) waive payment in cash; (7) guarantee dividends; or (8) act as
administrator for group insurance, accept group premiums, or submit group
premiums on Broker-Dealer's check.
In addition the Broker-Dealer agrees not to: (9) violate any insurance law
of the state(s)in which the Broker-Dealer may be soliciting applications
for insurance; (10) withhold any moneys or property of TAG; (11) rebate or
offer to rebate all or any part of a premium on a Policy of insurance or
annuity contract issued or to be issued by Acacia National; (12) induce or
endeavor to induce any Policyholder of Acacia National to discontinue
payment of premiums or relinquish any Policy; or (13) within a period of
ninety days after termination of the Broker-Dealer's appointment, induce or
endeavor to induce any agent of TAG or Acacia National to leave its
service. In the event unauthorized acts (9), (10), (11) or (12) occur,
whether before or after termination of the Broker-Dealer's appointment, or
in the event unauthorized act (13) should occur, the obligation of TAG to
pay compensation in respect of any and all Policies to the Broker-Dealer or
any of its Representatives shall cease and terminate immediately.
I. Use of Names. Broker-Dealer shall not use the names of Acacia National,
TAG, or their affiliates in any material relating to Broker-Dealer in any
manner not approved prior thereto by Acacia National or TAG; provided,
however, that such consent shall not be unreasonably withheld or delayed,
and Acacia National and TAG shall approve all uses of their names or names
of their affiliates which are required by regulatory authority.
6. Indemnification
A. In the solicitation for the Policies, Broker-Dealer shall indemnify and
hold Acacia National, TAG and their affiliates harmless from any wrongful
act or violation of any law, rule, regulation, or provision of this
Agreement committed by Broker-Dealer, its Representatives, or its
affiliates.
B. Broker-Dealer agrees to indemnify and hold harmless Acacia National, TAG
and their officers, directors, shareholders, affiliates, employees and
agents, and their heirs executors, successors and assigns and any of the
foregoing, from and against any and all Losses (defined below, 6D) arising
out of any breach of any representation, warranty, covenant, or agreement
made by or on behalf of the Broker-Dealer under this Agreement.
C. Acacia National and TAG agree to indemnify and hold harmless Broker-Dealer
and its officers, directors, shareholders, affiliates, employees and
agents, and their heirs, executors, successors and assigns and any of the
foregoing, from and against any and all Losses (defined below, 6D) arising
out of any breach of any representation, warranty, covenant, or agreement
made to or on behalf of the Broker-Dealer under this Agreement.
D. For the purposes of this Agreement, "Losses" means any and all
out-of-pocket payments by the indemnified party resulting from all losses,
damages, deficiencies, liabilities obligations, actions, claims, suits,
proceedings, and judgements (including, without limitation, out-of pocket
expenses for consulting, legal and accounting fees, costs and expenses) of
any nature whatsoever.
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E. Each party shall notify the other parties promptly of any investigations,
proceedings, client complaints or similar matters that may affect the other
party's obligations under this agreement
7. COMPENSATION
Compensation for sales of the Policies and for the Broker-Dealer's diligent
supervision of sales personnel shall be in accordance with the published
Broker-Dealer Compensation Schedule and Rules as of the date of the application
for such placed Contract. Acacia National may change the Commission Schedule and
Rules from time to time, with such change being applicable to Policies issued on
the basis of applications written by Broker-Dealer or its representatives after
the date such new Schedule and Rules become effective.
Compensation shall be paid to the Broker-Dealer within 15 days after the
end of the semimonthly period (ending on the 15th or last day of the calendar
month) in which such compensation is credited to the Broker-Dealer's account.
Acacia National's Rules concerning the payment of commissions or compensation on
Policies resulting from reinstatements, conversions, replacement of Acacia
National's policies with new policies, and the charging back of commissions or
compensation where premiums on a Policy are refunded, shall be applicable. Such
a chargeback and any other chargeback of commissions or compensation shall
constitute an indebtedness due Acacia National by Broker-Dealer.
Broker-Dealer shall pay to the Representative the commission owed by the
Broker-Dealer to the Representative pursuant to the Broker-Dealer commission
schedule for the sale of Policies. The Broker- Dealer agrees that Acacia
National and TAG are not responsible for the payment to the Representative.
Broker-Dealer agrees to indemnify and hold Acacia National and TAG harmless from
any and all claims made by a Representative on account of the payment of
commissions.
8. RELATIONSHIP AS INDEPENDENT CONTRACTOR
Broker-Dealer understands and agrees that in performing the services
covered by this Agreement, it is acting in the capacity of an independent
contractor and not as agent or employee of Acacia National or TAG. Broker-Dealer
acknowledges that it has no authority to accept risks, enter into or modify
contracts, or incur any liability on behalf of Acacia National or TAG, nor to
extend the time of payment of a premium or waive any forfeiture or any of Acacia
National's rights or requirements with respect to any Policy.
9. GENERAL PROVISIONS
A. Accounting Statements. The Broker-Dealer's commission accounting statements
produced by TAG shall be conclusive evidence of the statements of accounts
between the Broker-Dealer and TAG.
B. Indebtedness of the Broker Dealer. Acacia National shall have a first lien
and right of set-off on all commission and other compensation payable
hereunder for any debt due from the Broker-Dealer to TAG or to any other
person or corporation acting for TAG. Such debt shall include loans and
advances made to the Broker-Dealer and charges made to the Broker-Dealer's
accounting statements. TAG may at any time deduct any such debt or debts
due from the Broker-Dealer, along with interest on all such debts from any
moneys payable under this Agreement and any supplement and/or amendment
hereto. This lien shall not be extinguished by the termination of the
Broker-Dealer's appointment under this Agreement.
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This provision shall not be construed in any way to limit any indebtedness
of the Broker-Dealer to the value of commissions and other compensation
payable under this Agreement. In the event of the termination of the
Broker-Dealer's appointment, all compensation to the Broker-Dealer shall
cease and the unpaid balance of the Broker-Dealer's indebtedness shall be
immediately due and payable without demand or notice. All reasonable
expenses, including attorneys' fees, incurred by TAG in instituting and
prosecuting any action or proceeding against the Broker-Dealer, whether
terminated or not, shall be the obligation of the Broker-Dealer, who hereby
assumes liability for all such expenses.
C. Advertising. Any form of advertising used by the Broker-Dealer in its
business, other than that furnished by TAG, shall be submitted to and
approved by TAG before use in negotiations, solicitations, or advertising.
The terms "advertising" includes all forms of communication by any medium,
including but not limited to print, radio, television, billboards, direct
mail, booklets, leaflets, business cards, and stationery.
D. Legal Actions. The Broker-Dealer shall pay to TAG on demand any sums
expended by TAG in answering or defending any attachment, garnishment, or
other legal proceedings involving the Broker-Dealer or its
Representative(s), and all such sums shall be a debt hereunder. If any
legal action is brought against either party hereto, or against both
parties jointly, or against any company affiliate, or by TAG against the
Broker-Dealer or any employee or agent of the Broker-Dealer, by reason of
any alleged act, fault or failure of the Broker-Dealer or its employee or
agent in connection with the Broker-Dealer's activities hereunder, TAG may
require each Broker-Dealer to defend such action, or at its sole option may
defend such action and expend such sums as may be reasonably advisable,
including reasonable attorneys' fees, and the Broker-Dealer shall be
chargeable therewith as well as with any amount which may be recovered
against TAG, by judgment, settlement, or otherwise, in any such action.
Broker-Dealer shall pay to TAG all amounts and expenses on demand.
E. Assignments. Neither this Agreement nor any of its benefits may be assigned
by Broker-Dealer without the written consent of Acacia National and TAG
and any assignment of this Agreement, compensation or other benefits or
obligations hereunder shall be void if made without such consent.
F. Submission of proposals and delivery of policies. The Broker-Dealer shall
submit to Acacia National all applications for insurance annuities taken by
the Broker-Dealer. No Policy shall be delivered by the Broker-Dealer
unless: (1) no change shall have occurred in the health or in any other
factor affecting the insurability of the proposed insured at the time of
the delivery, and (2) unless the first premium has been fully paid.
Delivery of a Policy after sixty days from and including the date of
mailing by Acacia National is not permitted unless the time for delivery
has been extended by Acacia National.
10. SETTLEMENTS WITH ACACIA NATIONAL
The Broker-Dealer has no right or authority to receive or collect moneys
for or on behalf of TAG, except the initial premium as allowed by Acacia
National rules on insurance or annuities solicited by the Broker-Dealer
necessary to put the policy in force, unless otherwise directed by Acacia
National. All moneys or other settlements received by the Broker-Dealer for or
on behalf of Acacia National shall be received by the Broker-Dealer in a
fiduciary capacity and immediately paid over in cash to Acacia National, except
as otherwise directed by the Company.
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11. USE OF NAMES
Except as may be required by law, Acacia National, TAG, and their
affiliates shall maintain in confidence all information relating to Policies,
and the holders of such Policies and the Products, sold through Broker-Dealer.
Acacia National, TAG, and their affiliates agree that they will not, without the
prior consent of Broker-Dealer, solicit purchases of Acacia National or TAG
products or services from such holders.
12. RETURN OF MATERIALS
Upon termination of this Agreement, any prospectus, applications or other
material and supplies furnished by TAG or Acacia National shall be promptly
returned to TAG or Acacia National.
13. ENTIRE AGREEMENT
This Agreement including Exhibits A and B shall supersede and revoke all
prior agreements, discussions or understandings, whether written or oral,
concerning services to be provided with respect to the offer and sale of the
Policies.
This Agreement (except the Broker-Dealer Compensation Schedule and Rules
referred to in paragraph 6) may be amended only by written agreement of the
parties hereto.
14. TERMINATION
This Agreement may be terminated by either party without payment of any
penalty upon 30 days' prior written notice to the other. The Agreement shall
terminate automatically in the event of its assignment, as defined in Section
2(a)(4) of the Investment Company Act of 1940, as amended, or in the event that
Broker-Dealer ceases to be a member of the NASD or fails to maintain the
requisite licenses and appointments for the offering of the Policies and the
Products.
The indemnification provisions of paragraphs 6 and 9D of this Agreement
shall continue in full force and effect notwithstanding the termination of the
Agreement. The termination of this Agreement shall not operate to relieve Acacia
National or TAG of the obligation to pay Broker-Dealer the compensation earned
under the terms of the Agreement but remaining unpaid at the date of
termination.
15. WAIVER
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of the
conditions. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver.
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16. APPLICABLE LAW
This Agreement shall be construed in accordance with the laws of the State
of VIRGINIA, and shall be binding upon receipt by TAG of a counterpart duly
signed by the Broker-Dealer and Acacia National.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.
ACACIA NATIONAL LIFE INSURANCE COMPANY
By: ________________________________ Date: _________________
THE ADVISORS GROUP, INC.
By: ________________________________ Date: _________________
BROKER-DEALER
____________________________________
(Name of Broker-Dealer)
By: ________________________________ Date: _________________
Signature (Title)
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ACACIA NATIONAL LIFE INSURANCE COMPANY
THE ADVISORS GROUP, INC.
NATIONAL BROKER-DEALER AGREEMENT
EXHIBIT A
Acacia National and TAG hereby appoint Broker-Dealer to supervise offers,
solicitations, and sales with respect to the following Policies which
Broker-Dealer has elected to permit its Representatives to offer and sell:
__________ (Individual Flexible Premium Variable Life Insurance Policy)
__________ Individual Variable Annuity Policies
__________ Other (specify) ___________________________________________
_________________________________________________________
The Policies to which the National Broker-Dealer Agreement applies, under the
terms of this Exhibit A, may be amended from time to time by Acacia National or
Broker-Dealer.
______________________________________________
BROKER-DEALER
By: __________________________________________
Title
ACACIA NATIONAL LIFE INSURANCE COMPANY
By: __________________________________________
Title
ACACIA NATIONAL LIFE INSURANCE COMPANY
THE ADVISORS GROUP, INC.
NATIONAL BROKER-DEALER AGREEMENT
EXHIBIT B
REPRESENTATIVE CERTIFICATION
Broker-Dealer hereby certifies that each Representative it recommends to
Acacia National and TAG to offer and sell the Policies specified in Exhibit A to
the National Broker-Dealer Agreement is fully qualified to engage in such sales
activities and, accordingly, that all the following requirements have been or
will be met in connection with the submission of necessary securities and
insurance licensing and appointment papers for all applicants recommended by
Broker-Dealer. Broker-Dealer will, upon request, forward proof of compliance
with same to Acacia National or TAG in a timely manner.
1. Broker-Dealer has made a thorough and diligent inquiry and investigation
relative to each applicant's identity, residence and business reputation and
represents that each applicant is personally known to Broker-Dealer, has been
examined by Broker-Dealer, is known to be of good moral character, has a good
business reputation, is reliable, is financially responsible and is worthy of a
license. Each individual Broker- Dealer recommends each applicant is
trustworthy, competent and qualified to act as an agent for Acacia National to
hold himself out in good faith to the general public. Broker-Dealer vouches for
each applicant.
2. Broker-Dealer has on file a Form U-4 which was completed by each
applicant. Broker-Dealer has fulfilled all the necessary investigative
requirements for the registration of each applicant as a Registered
Representative of Broker-Dealer through the NASD, and each applicant is
presently registered as an NASD Registered Representative.
The above information in Broker-Dealer's files indicates no fact or
condition which would disqualify the applicant from receiving either a
securities or insurance license and all the findings of all investigative
information is favorable.
3. Broker-Dealer certifies that each applicant has met all educational
requirements for both securities and insurance licensing in the specific
State(s) 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,
Broker-Dealer certifies that those items forwarded to TAG or Acacia National are
those
of the applicant and the securities registration is a true copy of the original.
2
5. Broker-Dealer hereby warrants that the applicant is not applying for a
license with Acacia National in order to place insurance chief and solely on his
life or the lives or property of his relatives or associates.
6. Broker-Dealer hereby certifies that each applicant will receive close
and adequate supervision, and that Broker-Dealer will make inspection when
needed of any or all risks written by these applicants, to the end that the
insurance interest of the public will be properly protected.
7. Broker-Dealer will not permit any applicant to transact insurance as an
agent until duly licensed therefore. No applicants have been given a contract or
furnished supplies, nor have any applicants been permitted to write, solicit
business, or act as an agent in any capacity, and they will not be so permitted
until the certificate of authority or license applied for is received.
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