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Exhibit 3(b)
FORM OF
SELLING AGREEMENT
THIS AGREEMENT is made among The Travelers Insurance Company ("TIC"), The
Travelers Life and Annuity Company ("TLAC") (collectively the "Insurance
Companies"), CFBDS, Inc. ("Underwriter") and ___________ ("Broker/Dealer"),
together with its affiliated insurance agencies (collectively the "Selling
Entities") as are specified on the Selling Agreement Schedule Pages attached to
this agreement as Exhibit 1 (the "Schedule Pages").
In consideration of the mutual promises contained in this agreement, the parties
agree as follows:
1. Purpose and Background. The Underwriter, the Insurance Companies,
Broker/Dealer and Selling Entities enter into this agreement for the purpose of
authorizing Broker/Dealer and Selling Entities through certain of their
insurance licensed agents to solicit applications for such life insurance,
annuity contracts, long term care insurance contracts and such other insurance
products as shall be mutually agreed upon (collectively the "Insurance
Policies") as are listed on the Schedule Pages. The Schedules Pages may be
amended from time to time to add other Insurance Policies and to note any
additional insurance agency affiliates.
2. Licensing and Appointment. The Insurance Companies have each respectively
appointed Underwriter to serve as the distributor and principal underwriter of
the variable life or variable annuity Insurance Policies. The Underwriter is
registered with the SEC, the National Association of Securities Dealers, Inc.
("NASD") and all appropriate state securities regulatory authorities as a
broker/dealer.
The Underwriter hereby appoints the Broker/Dealer to distribute the variable
Insurance Policies listed on the Schedule Pages through its validly insurance
licensed representatives ("Registered Representatives").
3. Securities Licensing/NASD Compliance. Broker/Dealer shall at all times when
performing its functions under this agreement, be registered as a securities
broker with the SEC and NASD and licensed or registered as a securities
broker/dealer in the states and other local jurisdictions that require such
licensing or registration in connection with sales of variable products.
Broker/Dealer agrees to abide by all applicable state and federal rules and
regulations promulgated thereunder. For the purpose of compliance with any such
laws or regulations, Broker/Dealer acknowledges and agrees that in performing
Broker/Dealer services covered by this Agreement, it is acting in the capacity
of an independent broker and dealer, as defined by the By-Laws of the NASD, and
not as an agent or employee of either Underwriter or any registered investment
company.
4. Insurance Licensing. Broker/Dealer and Selling Entities represent that at all
times when performing their functions under this agreement, each of them shall
be validly licensed as an insurance agency in the states and other jurisdictions
that require such licensing or registration in connection with sales or
solicitation of the Insurance Policies. Broker/Dealer represents that the
Selling Entities are properly authorized as required under applicable state law
to receive insurance commissions generated from sales of the Insurance Policies.
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5. Selling Entities; Sale and Solicitation of Variable Insurance Products
Broker/Dealer and Selling Entities each represent that they will engage in the
solicitation and sale of Insurance Policies in accordance with applicable
securities laws and regulations. In this regard, Broker/Dealer may have
established affiliation agreements with each of the Selling Entities pursuant to
which such agencies may receive commissions from the sale of variable insurance
products.
In this process, Broker/Dealer represents that each Selling Entity is an
associated person as that term is defined under Section 3(a)(18) of the
Securities Exchange Act of 1934, as amended. Broker/Dealer further represents
that it will maintain supervision and control over the activities of each
Registered Representative appointed by a Selling Entity engaged in the
solicitation and sales of Insurance Policies pursuant to this agreement.
Broker/Dealer will ensure that each Selling Entity designated to receive
commissions on behalf of Broker/Dealer will be licensed as required to receive
commissions for the sale of variable products in each applicable state.
Additionally, Broker/Dealer represents that individuals who are not properly
licensed under securities laws and regulations will not engage in any way in the
solicitation or sale of variable Insurance Policies.
Broker/Dealers agrees that it will maintain such books and records (including
but not limited to FOCUS reports) as are necessary to comply with the rules of
the NASD or other self-regulatory organizations.
6. Appointment of Broker/Dealer and Selling Agencies. The Insurance Companies
(and with respect to any variable life insurance or annuity product,
Underwriter) hereby authorize the Broker/Dealer and the Selling Entities to sell
those Insurance Policies listed on the Schedule Pages, as such pages may be
amended from time to time, including the variable Insurance Policies through its
validly appointed and licensed Registered Representatives. Broker/Dealer is also
appointed to perform certain administrative services necessary to facilitate the
solicitation and sales of the variable Insurance Policies.
Selling Entities are each appointed general agencies of Insurance Companies and
each is authorized to sell the Insurance Policies listed on the Schedule Pages.
Pursuant to the appointments described in this Section 6, Broker/Dealer and
Selling Entities must comply with the following requirements:
(a) All securities services provided in connection with the sale of
variable Insurance Policies will be through Broker/Dealer and its Registered
Representatives;
(b) All individuals soliciting sales of Insurance Policies will be
properly licensed and appointed to the Insurance Companies as required in
accordance with the state insurance laws of those jurisdictions in which the
Insurance Policies are distributed;
(c) Unregistered employees will not engage in any securities activities,
nor receive any compensation based on transactions in insurance securities or
the provision of securities advice;
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(d) Broker/Dealer will maintain books and records relating to transactions
in insurance securities at its home office;
(e) Customers purchasing variable Insurance Policies will make their
checks payable to Insurance Companies unless a netting agreement has been
entered into;
For the purpose of compliance with any applicable state insurance laws or
regulations promulgated under them, Broker/Dealer and the Selling Entities
acknowledge and agrees that solely in performing the insurance-selling functions
reflected by this Agreement, they or the Registered Representative are acting as
the agent of the Insurance Companies, and in that capacity is authorized only to
solicit applications from the public for the Insurance Policies.
7. Responsibility for Registered Representatives Activities. Broker/Dealer and
Selling Entities. will select and supervise persons whom it will train to
solicit applications for the Insurance Policies in conformance with applicable
state and federal laws and regulations. Persons engaged in the sale of variable
Insurance Policies will be registered representatives of Broker/Dealer in
accordance with the rules of the NASD. All individuals soliciting sales of
Insurance Policies will be properly licensed and appointed to the Insurance
Companies in accordance with the state insurance laws of those jurisdictions in
which the Insurance Policies may lawfully be distributed.
The Insurance Companies shall have authority to determine whether to appoint or
terminate a particular registered representative of the Broker Dealer as an
insurance agent of the Insurance Companies. Broker/Dealer agrees to cooperate in
supplying information or making recommendations necessary to complete such
insurance agent appointments.
Additionally, Broker/Dealer represents and warrants that it has reviewed the
"General Recommendation Letter" set forth as Exhibit 1 to this Agreement and
that all of the information contained in the General Recommendation Letter is
true for each of its agents for whom it seeks appointment. Should Broker/Dealer
become aware of any information which would contradict the representations
contained in the General Letter of Recommendation for any of its Registered
Representatives who the Insurance Companies have appointed, it will promptly
provide such information to the Insurance Companies.
Broker/Dealer further represents and warrants that each of its Registered
Representatives who have been appointed by the Insurance Companies will continue
to meet the requirements set forth in the General Letter of Recommendation.
In jurisdictions which require that Insurance Companies perform background
information prior to appointment, Broker/Dealer agrees to provide such
information as may be necessary to perform such review, including but not
limited to obtaining permission from each Registered Representative who seeks
such appointment.
Upon request by Underwriter, Broker/Dealer and/or any such Selling Entities
shall furnish such appropriate records as may be necessary to establish
supervision of its Registered Representatives in connection with sales of the
Insurance Policies. Upon Underwriter's review of such supervisory materials,
Broker/Dealer shall make such changes to its registered representatives' rules
of conduct as
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Underwriter may reasonably request but only to the extent that such requests
relate to sales of the Insurance Policies.
Broker/Dealer shall notify Underwriter if any Registered Representative ceases
to be a registered representative of Broker/Dealer or ceases to maintain the
proper licensing required for the sale of the Insurance Policies or fails to
meet material rules and standards imposed by either Broker/Dealer or the Selling
Entities.
8. Suitability of Sales of Contract. Broker/Dealer will review all contract and
policy applications for suitability, completeness, and correctness as to form.
Broker/Dealer shall also be responsible for ensuring compliance with NASD
suitability rules and standards applicable to purchases of the Insurance
Policies and that all sales are in compliance with applicable laws and
regulations.
Broker/Dealer will promptly, but in no case later than the end of the business
day that Broker/Dealer receives applications and payment, forward to the
applicable Insurance Company, at addresses provided, all such applications found
suitable and in good form, together with any payments received with such
applications. Broker/Dealer will immediately return to the applicant all
applications deemed by Broker/Dealer to be unsuitable together with any payments
received therewith. The Insurance Companies reserve the right to reject any
Insurance Product application and return any payment made in connection with an
application which is rejected. Insurance Policies issued will be forwarded to
Broker/Dealer, or at the direction of Broker/Dealer, to the Registered
Representative for delivery to the Contract Owner. Broker/Dealer shall obtain
and retain a written receipt for each Insurance Policy which it or its
Registered Representative delivers.
The parties acknowledge that sales and solicitations may, where consistent with
state insurance laws and regulations, be conducted either without an
application, or on a basis where an application is submitted subsequent to a
sale. If such sales procedures are permitted, Broker/Dealer agrees that it will
continue to be responsible for compliance with applicable laws concerning, among
other things, suitability and policy delivery requirements. Broker/Dealer agrees
to hold Underwriter harmless for any failure to follow such rules or
regulations.
9. Solicitation/Representatives Concerning the Contracts. Broker/Dealer will
perform the selling functions required by this Agreement in accordance with the
terms and conditions of any applicable prospectus(es). Broker/Dealer will make
only representations included in the prospectus or in any authorized
supplemental material. No sales solicitations, including the delivery of
supplemental sales literature or other such materials, shall occur, be delivered
to, or used with a prospective purchaser unless accompanied or preceded by
appropriate and then-current prospectus(es).
Any material prepared or used by Broker/Dealer or its Registered Representative,
which describes in whole or in part or refers by name or form to any of the
Insurance Policies or underlying funds or uses the name of the Insurance
Companies, Underwriter or the logos or service marks of any of them, or the
name, logos or service marks of any "Affiliated Company" of any of them, as that
term is defined in Section 2(a)(2) of the Investment Company Act of 1940, must
be approved by Underwriter in writing prior to any such use.
Broker/Dealer and Selling Entities acknowledge that information pertaining to
Underwriter and Insurance Companies is proprietary in nature. Selling Entities
agree that they will not disclose any
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information concerning Insurance Companies or Underwriter's products, services
or programs to any person for consideration or otherwise unless Broker/Dealer
and/or Selling Entities consent to such use in writing. Broker/Dealer and
Selling Entities agree that, following the termination of this Agreement for any
reason, they will not enter into any plan, program scheme or course of action
which would systematically attempt to induce any Contract owner(s) away from
Insurance Companies, except that Broker/Dealer may always recommend a move to
another company's product if such move would be more suitable than Insurance
Companies' product for a particular client or clients or in the event of a
detrimental change in the financial stability of Insurance Companies which
Broker/Dealer believes would jeopardize their clients.
10 Client Information/Confidential Information: During the term of this
Agreement Insurance Companies and Underwriter will have access to confidential
information ("Confidential Information"). Confidential Information includes, but
is not limited to, the names, addresses, telephone numbers and social security
numbers of Registered Representatives and of applicants for and purchasers of
Insurance Policies. Neither Underwriter nor either Insurance Company shall use,
copy or disclose such Confidential Information in any systematic manner, except
as required to perform services under this Agreement. The parties acknowledge
that the Insurance Companies may continue to service the Insurance Policies sold
pursuant to this agreement, including, as appropriate, to accept additional
contributions and premium for and to modify, add, or exchange coverage to the
Insurance Policy of a policyowner who purchased from an agent of the Selling
Entities.
The parties also understand that Insurance Companies and/or Underwriter may
respond to policyowners inquiries concerning other Insurance Company products
and services. The parties also agree that this Section 10 shall not apply to
individuals with whom the Underwriter or Insurance Companies have a pre-existing
relationship. Similarly, the parties understand that Broker/Dealer and Selling
Entities may have access to trade secrets belonging to the Insurance Companies
and the Underwriter. Broker/Dealer agrees that it will not use or disclose such
trade secrets without the written permission of the Insurance Companies and/or
the Underwriter as the case may be.
11. Compensation. Compensation payable to Broker/Dealer on sales of the
Insurance Policies sold by Registered Representatives will be paid to the
Selling Entity Broker/Dealer designates, in accordance with the compensation
schedule(s) set forth on the Schedule Pages. Such Schedule Pages may be amended
from time to time and compensation will be paid in accordance with the
compensation schedule in effect at the time the premium payments are received by
the applicable Insurance Company (in the case of annuities) or at the time the
applications are received (in the case of life insurance). The Insurance
Companies and Underwriter reserve the privilege of revising the compensation
schedules set forth in the Schedule Pages at any time with reasonable prior
written notice to Broker/Dealer.
12. Assignment of Agreement. This Agreement may not be assigned except by mutual
consent and will continue, subject to the termination by any party on written
notice to the other party, except that in the event Broker/Dealer ceases to be a
registered Broker/Dealer or a member of the NASD, this Agreement will
immediately terminate. Underwriter reserves the right to designate, at its sole
discretion, an alternative Principal Underwriter for the distribution of the
Contracts covered by this Agreement with thirty (30) days prior written notice
to Broker/Dealer, except in the event that TIC replaces Underwriter as discussed
below.
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The parties understand that if TIC replaces Underwriter any such substituted
party will automatically assume all of Underwriter's rights and duties under
this agreement. TIC may assume such functions itself, or assign these to
affiliated, properly licensed broker-dealers. TIC will notify Broker/Dealer if
any such substitution occurs.
13. Indemnification. No party to this Agreement will be liable for any
obligation, act or omission of the other. Each party to this Agreement will hold
harmless and indemnify the (1) Registered Investment Companies which are used to
fund the Contracts, (2) Insurance Companies, (3) Underwriter, (4) Broker/Dealer,
and (5) Selling Entities, as appropriate, for any loss or expense suffered as a
result of the violation or noncompliance by any party to this agreement of any
of the terms of this agreement or of any applicable law or regulation. No party
nor any of its employees or agents will be liable to the other party for any
direct, special or consequential damages arising out of or in connection with
the performance of any services pursuant to the Agreement. Each party to this
agreement agrees to indemnify and hold harmless any other affected party for any
losses, claims, damages or liabilities (or actions in respect thereof) which
arise out of or are based on any untrue statement or alleged untrue statement of
a material fact required to be stated or necessary to make the statements made
not misleading in the connection with the solicitation, sale, or administration
of the of the Insurance Policies.
14. Notices. All notices to the Insurance Companies or Underwriter relating to
this Agreement should be sent to the attention of :
Travelers Life & Annuity
Xxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attention: General Counsel
All notices to Broker/Dealer will be duly given if mailed or faxed to the
address provided to Insurance Companies by Broker/Dealer from time to time.
15. Independent Contractors. Underwriter and Insurance Companies are independent
contractors with respect to Broker/Dealer, Selling Entities, and to Registered
Representatives.
16. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the state of Connecticut.
17. Amendment of Agreement. Except as provided in this section, the terms of
this agreement may not be amended except by the written agreement of all parties
hereto. Notwithstanding the requirement that any amendment to this agreement be
in writing, the parties agree that Underwriter reserves the right to amend this
Agreement at any time, and the submission of an application by Broker/Dealer
after notice of any such amendment has been sent to the other parties shall
constitute the other parties' agreement to any such amendment. The parties also
agree that Insurance Companies may amend the Compensation Schedules attached to
Exhibit 1 of this agreement at any time upon reasonable notice in writing to the
Broker/Dealer and Selling Entities. Following provision of notice of a change in
compensation schedules, submission of additional business shall operate to
ratify acceptance of such schedules.
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18. Termination. This Agreement may be terminated, without cause, by any party
upon thirty (30) days' prior written notice, and may be terminated, for failure
to perform satisfactorily or other cause, by any party immediately; and shall be
terminated if Broker/Dealer shall cease to be a registered Broker/Dealer under
the Securities Exchange Act of 1934, as amended, or a member of the NASD.
Notwithstanding, the following sections shall survive any such termination:
Sections 7, 9, 10 11, 13, 16, 19, 20, and 21.
19. Waiver Upon Termination. Failure of any party to terminate this Agreement
for any of the causes set forth in this agreement will not constitute a waiver
of the right to terminate this Agreement at a later time for any of these
causes.
20. Books and Records. Broker/Dealer shall maintain all books and records
required by applicable laws and regulations in connection with the offer and
sale of the Insurance Policies. The books, accounts and records of Broker/Dealer
relating to the sale of the Insurance Policies shall be maintained so as to
clearly and accurately disclose the nature and details of all transactions.
Underwriter and Insurance Companies reserve the right to request reasonable
periodic inspection of such books and records as relate to the sale and
solicitation of the Insurance Products.
21. Cooperation with Regulatory Investigations. Broker/Dealer, Selling Entities
and Underwriter and Insurance Companies agree to cooperate fully in any
insurance, securities or other regulatory investigation, inquiry, inspection, or
proceeding or in any judicial proceeding arising in connection with the
Insurance Policies. Broker/Dealer and Underwriter shall cooperate with each
other to resolve any customer complaint, and each agrees to promptly notify the
other upon receipt of notice of any investigation, claim, or proceeding
involving the Insurance Policies or any situation which would materially affect
the respective party's ability to perform its obligations hereunder. Each of the
parties to this agreement agrees that it will promptly notify the other parties
of any material claim of which it becomes aware involving the sale or
solicitation of the Insurance Policies.
22. Fidelity Bond. Broker/Dealer represents that all of its directors, officers,
employees and Registered Representatives are and shall be continuously covered
by a blanket fidelity bond, covering for larceny and embezzlement, issued by a
reputable bonding company. This bond shall be maintained at Broker/Dealer's
expense and shall be, at least, of the form, type and amount required under the
NASD Rules of Fair Practice.
23. Counterparts. This Agreement may be executed in one or more counterpart,
each of which shall be deemed in all respects an original.
24. Arbitration. Broker/Dealer, Selling Entities and Underwriter and Insurance
Companies agree that any dispute or claim arising out of the terms of this
Agreement shall be submitted and settled in accordance with the Code of
Arbitration Procedure of the NASD.
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In reliance on the representations set forth and in consideration of the
undertakings described herein, the parties represented below do hereby contract
and agree. This agreement is effective ____________, 199_.
The Travelers Insurance Company The Travelers Life & Annuity
Company
By:_____________________________ By:____________________________
Title:__________________________ Title:_________________________
Date:___________________________ Date:__________________________
CFBDS, Inc.
_______________________________
(Broker/Dealer)
By:_____________________________ By:____________________________
Title:__________________________ Title:_________________________
Date:___________________________ Date:__________________________
________________________________ _______________________________
(Insurance Agency) (Insurance Agency)
By:_____________________________ By:____________________________
Title:__________________________ Title:_________________________
Date:___________________________ Date:__________________________
________________________________ _______________________________
(Insurance Agency) (Insurance Agency)
By:_____________________________ By:____________________________
Title:__________________________ Title:_________________________
Date:___________________________ Date:__________________________
________________________________ _______________________________
(Insurance Agency) (Insurance Agency)
By:_____________________________ By:____________________________
Title:__________________________ Title:_________________________
Date:___________________________ Date:__________________________
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Exhibit 1
Selling Agreement Schedule Page
Broker/Dealer and Selling Entities are authorized to solicit applications for
the life insurance policies, annuity contracts, long term care contracts, and
the other insurance products listed below:
I. Life Insurance
Portfolio Architect Variable Life
Market Life Variable Life
MVP Universal Life
Special T Term Life
Travelers Survivorship Life
Travelers Survivorship Life 2
II. Annuity
Travelers Portfolio Architect Variable Annuity
Travelers Universal Annuity
Single Premium Immediate Annuity (SPIA)
T-Xxxx
Travelers Target Maturity Annuity
Travelers Index Annuity
Travelers Vintage
Travelers Portfolio Architect Access
Travelers Marquis
Travelers Retirement Variable Annuity
Premier Adviser Asset Manager
III. Long Term Care
Travelers LTC3
Travelers LTC4
All products described herein are subject to state availability. Compensation
Schedules and additional terms for each product described above are listed on
the following pages. Consistent with the terms of this Agreement, Compensation
Schedules may be changed at any time.
Payment of compensation for any product is subject to the following conditions
and limitations, in addition to any applicable provision of the Selling
Agreement.
1. Chargebacks of Commissions. If the Insurance Companies return all or a
portion of a premium paid with respect to an Insurance Product, Broker/Dealer
shall be obligated to refund to Underwriter applicable commissions on the amount
of such premium only where:
(a) consistent with the Selling Agreement, the Insurance Product solicited
is returned as not taken under the policy "free look" provisions;
(b) premiums are refunded due to overpayments, errors in billing or in the
timing of automatic premium collection deductions, or errors resulting in policy
reissue;
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(c) the check delivered in payment of any contract premium does not clear
and the premium collection deductions, or errors resulting in policy reissue;
(d) the Insurance policy on which commission payments were made is
terminated or premium is refunded because the Registered Representative(s) or
Broker-Dealer who sold the Insurance Policy committed an act, error or omission
which materially contributed to the termination of the Insurance Policy or the
need to return premium;
(e) the issuing Insurance Company rejects the application;
(f) a judicial or regulatory authority directs the issuing Insurance
Company to return premium payments without assessment of a surrender charge;
(g) the applicant's initial premium on a 1035 exchange is returned because
the expected rollover amount from another policy or contract is not transferred
due to the exchange not meeting the legal requirements to qualify for a tax-free
exchange;
(h) the issuing Insurance Company returns unearned premium on a life
insurance contract as required by the provisions of the policy;
(i) the issuing Insurance Company determines that it has a legal liability
to return premiums on a life insurance contract within the first year after the
Insurance Product is issued; or
(j) the issuing Insurance Company and Broker/Dealer mutually agree to
return all or a portion of a premium with respect to a particular contract or
policy.
2. Free Look Provision. If any Contract or Policy is redeemed at any time or if
within forty-five (45) days after confirmation by the Insurance Companies of any
premium payments credited to a Contract or Policy, that Contract is tendered for
full or partial surrender, or the life at risk thereunder dies, then, at the
option of the Insurance Companies or Underwriter, no commission will be payable
with respect to such premium payments and any commission previously paid for
said premium payments must be refunded to the applicable Insurance Company or
Underwriter as directed by Underwriter. Underwriter agrees to notify
Broker/Dealer with ten (10) business days after the request for repurchase or
redemption, or notification of death of the life at risk is received by the
applicable Insurance Company.
3. Rebating. If Broker/Dealer or any Registered Representative of Broker/Dealer
rebates or offers to rebate all or any part of a premium on an Insurance Policy
issued by the Insurance Companies in violation of applicable state insurance
laws or regulations, or if Broker/Dealer or any Registered Representative of
Broker/Dealer shall withhold any premium on an Insurance Policy issued by the
Insurance Companies, the same may be grounds for termination of this Agreement
by Underwriter. If Broker/Dealer induces or attempts to induce any Policy or
Contract Owner to relinquish an Insurance Policy except under circumstances
where there is reasonable grounds for believing the policy, contract or
certificate is not suitable for such person, Broker-Dealers right to receive any
compensation under this agreement shall cease and terminate.
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COMMISSION SCHEDULE FOR
ANNUITY CONTRACTS
A1
This Schedule is attached to and is made a part of the Agreement. In no event
will either TIC or TLAC be liable for the payment of any compensation with
respect to any solicitation made, in whole or in part, by any person not
appropriately licensed to conduct such activities.
The compensation arrangements described below shall govern commission payouts.
Commission will be paid in accordance with instructions received from
Broker/Dealer.
1. Commissions based on premium payments will be based only on premium
actually received and accepted by the Insurance Companies.
2. No commission will be earned on the initial exchange of any TIC or TLAC
contract. Subsequent premium payments will, as permitted by law be
eligible for commission payments.
3. The Insurance Companies reserve the right to reduce first year commissions
and renewal commissions if necessary, on any annuity contracts sold to
residents of any jurisdiction which imposes new, and/or additional premium
or similar taxes or charge. In such event, the Insurance Companies will
notify Broker/Dealer.
4. If, within forty-five (45) days (one year for Tax Sheltered Annuities)
after confirmation of any premium credited to any Annuity Contract by
either of the Insurance Companies, the Annuity contract is canceled or
surrendered, or if the Annuitant shall die, then, at the option of the
Company, no commissions will be payable with respect to that premium and
any commission previously paid on that premium must be refunded to the
Company.
Compensation is listed by annuity product as follows:
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EXHIBIT 2
GENERAL LETTER OF RECOMMENDATION
Broker/Dealer("we") hereby represent and warrants to The Travelers Insurance
Company and The Travelers Life and Annuity Company (collectively "Travelers
Insurance Companies") that all the following requirements will be fulfilled in
conjunction with the submission of licensing/appointment papers for all
applicants as sub-agents submitted by Broker/Dealer. Broker/Dealer will, upon
request, forward proof of compliance with same to Travelers Insurance Companies.
1. We have made a thorough and diligent inquiry and investigation relative
to each applicant's identity, residence and business reputation and declare that
each applicant is personally known to us, has been examined by us, is known to
be of good moral character, has a good business reputation, is reliable, is
financially responsible and is worthy of appointment by Insurance Companies.
Each individual is trustworthy, competent and qualified to act as an agent for
Travelers Insurance Companies to hold himself out in good faith to the general
public. Broker/Dealer will notify Travelers Insurance companies of any applicant
who has been discharged from bankruptcy within three years preceding the date of
application.
2. We have on file a X-000, X-000, or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative requirements for
the registration of each applicant as a registered representative through our
NASD member firm, and each applicant is presently registered as an NASD
registered representative.
The above information in our files indicates no fact or condition
which would disqualify the applicant from receiving a license and all the
findings of all investigative information is favorable.
3. We certify that all education requirements have been met for the
specific state each applicant is requesting a license in, and that, all such
persons have fulfilled the appropriate examination, education and training
requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a license, we
certify that those items forwarded to Travelers Insurance Companies are those of
the applicant and the securities registration is a true copy of the original.
5. We hereby warrant that the applicant is not applying for a license with
Travelers Insurance Companies in order to place insurance chiefly and solely on
his life or property, lives or property of his relatives, or property or
liability of his associates.
6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed or any or all risks
written by these applicants, to the end that the insurance interest of the
public will be properly protected.
7. We will be responsible for all acts and omissions of each applicant
within the scope of his agency appointment during any period of a temporary
license and a permanent license. This
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responsibility is full and complete without regard to any technical distinction
between this relationship and that which exists in law between principal and
agent.
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.
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