SALES ALLMERICA INVESTMENTS, INC.
AGREEMENT ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Agreement, effective as of February 13, 1998, by and
between Allmerica Investments, Inc., a Massachusetts
corporation (herein "Allmerica"), First Allmerica Financial
Life Insurance Company, a Massachusetts corporation (herein
"First Allmerica"), Allmerica Financial Life Insurance and
Annuity Company, a Delaware corporation (herein "Allmerica
Financial Life"), Chase Investment Services Corp., a
Delaware corporation (herein "Broker-Dealer") and Chase
Insurance Agency, Inc., an affiliate of Broker-Dealer
(herein "General Agent").
Allmerica, First Allmerica and Allmerica Financial Life,
subject to the terms and conditions set forth in this
Agreement, authorize and appoint General Agent to solicit
applications for the sale of Contracts. General Agent
accepts this appointment and General Agent and Broker-Dealer
agree to the terms and conditions set forth below.
DEFINITIONS
INSURANCE COMPANIES - All Contracts will be issued by First
Allmerica or by Allmerica Financial Life, a subsidiary of
First Allmerica. The Principal Office of First Allmerica
and Allmerica Financial Life (herein collectively referred
to as "the Insurance Companies") is located at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
CONTRACTS - The variable annuity and variable life insurance
contracts of the Insurance Companies listed on the attached
Commission Schedule(s) and, in the case of group variable
life insurance contracts, the individual certificates of
insurance issued thereunder, for which Allmerica
Investments, Inc., an affiliate of First Allmerica, has been
appointed the exclusive distributor and principal
underwriter.
REGISTERED REPRESENTATIVES - Individuals affiliated with
General Agent and Broker-Dealer who are licensed as life
insurance agents in those jurisdictions in which
applications for the sale of Contracts are to be solicited
and who are also duly registered with the National
Association of Security Dealers, Inc. (herein "NASD") in
compliance with the '34 Act.
'33 ACT - The Securities Act of 1933, as amended.
INDEPENDENT '34 ACT - The Securities Exchange Act of 1934, as amended.
CONTRACTOR
STATUS SECTION 1. Nothing in this Agreement will be construed to
create the relationship of employer and employee between
Allmerica or either Insurance Company and General Agent,
Broker-Dealer or any Registered Representative. General
Agent and Registered Representatives will be free to
exercise their independent judgment
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as to the time, place and manner of solicitation and
servicing of business underwritten by the Insurance
Companies. However, General Agent, Broker-Dealer and
Registered Representatives shall have no authority to
act on behalf of Allmerica or the Insurance Companies
in a manner which does not conform to applicable statutes,
ordinances, or governmental regulations or to reasonable
rules adopted from time to time by Allmerica or the
LIMITATIONS Insurance Companies, which said reasonable rules shall have
ON AUTHORITY been provided in writing to Broker-Dealer and General Agent.
SECTION 2. General Agent, Broker-Dealer and Registered
Representatives will have no authority to accept risks of
any kind; to make, alter or discharge Contracts; to waive
forfeitures or exclusions; to alter or amend any papers
received from either Insurance Company; to deliver any life
insurance Contract or any document, agreement or endorsement
changing the amount of insurance coverage if General Agent,
Broker-Dealer or the soliciting Registered Representative
knows or has reason to believe that the insured is
uninsurable; or to accept any payment unless the payment
LICENSING AND meets the minimum payment requirement for the Contract
REGISTRATION established by the Insurance Company.
SECTION 3. General Agent and Broker-Dealer are hereby
authorized to recommend Registered Representatives for
appointment by the Insurance Companies and only individuals
so recommended by General Agent or Broker-Dealer shall
become Registered Representatives hereunder. The Insurance
Companies agree to apply for life insurance agent
appointments in the appropriate jurisdictions for such
recommended Registered Representatives.
Notwithstanding the foregoing, the Insurance Companies and
Allmerica reserve the right to refuse to appoint any
proposed Registered Representative and/or to terminate any
Registered Representative who has been appointed by the
Insurance Companies. The Insurance Companies shall promptly
notify General Agent and Broker-Dealer in writing if the
AGREEMENTS BY Insurance Companies or Allmerica terminate the appointment
GENERAL AGENT of a Registered Representative.
AND BROKER-
DEALER SECTION 4. Broker-Dealer agrees that at all times when
performing its duties under this Agreement it shall be duly
registered as a securities broker-dealer under the '34 Act,
be a member in good standing of the NASD, and be duly
licensed or registered as a securities broker-dealer in each
jurisdiction where such licensing or registration is
required in connection with the sale of the Contracts or the
supervision of Registered Representatives who solicit
applications for the Contracts.
General Agent agrees that at all times when performing its
duties under this Agreement it shall be duly licensed to
sell Contracts in each jurisdiction in which General Agent
intends to perform hereunder.
General Agent and Broker-Dealer shall be responsible for
carrying out their sales and administrative obligations
under this Agreement in continued compliance with the NASD
Rules of Fair Practice, federal and state securities laws
and regulations,
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and state insurance laws and regulations. General Agent and
Broker-Dealer agree to offer the Contracts for sale through
their Registered Representatives and, in the case of
Contracts which require registration, to offer such
Contracts only in accordance with the prospectus. General
Agent, Broker-Dealer and Registered Representatives are not
authorized to give any information or make any
representations concerning such Contracts other than those
contained in the prospectus or in such sales literature or
advertising as may be authorized by Allmerica.
General Agent and Broker-Dealer agree that they shall be
responsible for ensuring that no person shall offer or sell
Contracts requiring registration on their behalf until such
person is appropriately licensed, registered or otherwise
qualified to offer and sell such Contracts under the state
and federal securities laws and the insurance laws of each
jurisdiction in which such person intends to solicit.
General Agent and Broker-Dealer agree to train, supervise
and be responsible for the conduct of their Registered
Representatives in the solicitation and sale of the
Contracts and for the supervision as to their strict
compliance with Allmerica's written rules and procedures,
the NASD Rules of Fair Practice, and applicable rules and
regulations of any other governmental or other agency that
has jurisdiction over the offering for sale of the
Contracts.
General Agent and Broker-Dealer shall take reasonable steps
to ensure that their Registered Representatives shall not
make recommendations to an applicant to purchase a Contract
subject to registration under the '33 Act in the absence of
reasonable grounds to believe that the purchase of such
Contract is suitable for such applicant. Such
determination will be based upon, but will not be limited
to, information furnished to the Broker-Dealer by a
Registered Representative after reasonable inquiry of such
applicant concerning the applicant's insurance and
investment objectives, financial situation and needs.
General Agent and Broker-Dealer agree that Registered
Representatives shall conduct their business with respect to
the Contracts at all times in compliance with all applicable
federal and state laws and regulations and shall be subject
to a standard of conduct including, but not limited to, the
following:
(a) A Registered Representative shall not solicit or
participate in the sale of the Contracts in any
jurisdiction until such Registered Representative is
trained and licensed.
(b) A Registered Representative shall not solicit for the
sale of registered Contracts without delivering the
then currently effective prospectus for such Contracts
and any then applicable amendments or supplements
thereto, including the current prospectus(es) for any
fund(s) in which Contract separate account(s) invest.
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AGREEMENTS
BY ALLMERICA (c) A Registered Representative shall have no authority to
advertise for or on behalf of the Insurance Companies
or Allmerica without express written authorization from
Allmerica.
SECTION 5. Allmerica agrees that at all times while this
Agreement remains in force that it shall be a registered
broker-dealer under the '34 Act and be a member in good
standing of the NASD.
During the term of this Agreement, Allmerica will provide
to, or cause to be provided to, General Agent and
Broker-Dealer, without charge, with as many copies of the
prospectus(es) for the Contracts (and any amendments, or
supplements thereto), the current prospectus(es) for any
underlying fund(s) and applications for the Contracts as
General Agent and Broker-Dealer may reasonably request.
Upon termination of the Agreement, any prospectuses,
applications, and other materials and supplies furnished by
Allmerica to General Agent and Broker-Dealer shall be
promptly returned to Allmerica. Alternatively, at the
option of the General Agent and Broker-Dealer, such
materials may be destroyed by the General Agent or
Broker-Dealer rather than returned to Allmerica.
Allmerica agrees to promptly notify and supply (or caused to
be supplied) General Agent and Broker-Dealer with a
reasonable number of all newly declared effective
prospectus(es) for the Contracts and any amendments or
supplements thereto.
SUBMISSION OF Allmerica agrees to keep General Agent and Broker-Dealer
APPLICATIONS; informed of all jurisdictions in which the Insurance
DELIVERY OF Companies are licensed to sell the Contracts and in which
CONTRACTS; the Contracts may be offered for sale.
REJECTED
BUSINESS SECTION 6. Broker-Dealer will advise Insurance Companies of
any and all instances, based upon information provided to
Broker-Dealer by Registered Representatives, of an
applicant's purchase appearing to not meet the suitability
standards of the Broker- Dealer. Applications will be
returned within five days of receipt by Insurance Companies
unless Broker-Dealer is provided additional information by
Registered Representative relative to adequate suitability.
General Agent or Broker-Dealer will submit, or cause to be
submitted, directly to the Principal Office of the Insurance
Companies all Contract applications solicited by Registered
Representatives. General Agent or Broker-Dealer will
deliver, or cause to be delivered, within 10 days of the
date of issue all Contracts issued on applications submitted
by General Agent, Broker-Dealer or their Registered
Representatives. General Agent or Broker-Dealer will
ILLUSTRATIONS promptly return, or cause to be returned, to the Insurance
AND PROPOSALS Companies any Contract which is declined by the applicant or
which cannot be delivered within the time permitted by the
issuing Insurance Company's rules.
SECTION 7. General Agent, Broker-Dealer and Registered
Representatives will not furnish any prospective Contract
owner with an illustration of the financial or other aspects
of a Contract or a proposal for a Contract unless the same
has been either furnished by the Insurance Companies or
prepared from computer software or other
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material furnished or approved by the Insurance Companies.
Any illustration or proposal will conform to standards of
completeness and accuracy established by the Insurance
Companies. If the proposal or illustration was not furnished
by the Insurance Companies, General Agent or Broker-Dealer
ACCOUNTING will retain in its records for availability to the Insurance
FOR FUNDS Companies a copy thereof or the means to duplicate the
COLLECTED same. Any computer software or materials furnished by either
Insurance Company will be and remain its property.
SECTION 8. In accordance with the rules of the Insurance
Companies, General Agent and Broker-Dealer will account for
and remit promptly to the Principal Office of the Insurance
Companies all funds received or collected for or on behalf
of either Insurance Company without deduction for any
commissions, or other claim General Agent, Broker-Dealer or
INDEMNIFICATION any Registered Representative may have against either
Insurance Company or Allmerica and will make such reports
and file such substantiating documents and records as the
Insurance Companies may reasonably require.
SECTION 9. General Agent and Broker-Dealer, jointly and
severally, shall indemnify and hold Allmerica and the
Insurance Companies and their officers, directors and
employees harmless from any liability arising from any act
or omission of General Agent, Broker-Dealer or of any
affiliate of General Agent or Broker-Dealer, or any officer,
director, employee of General Agent or Broker-Dealer or of
their Registered Representatives, including but not limited
to, any fines, penalties, reasonable attorney's fees, costs
of settlement, damages or financial loss.
Allmerica and Insurance Companies, jointly and severally,
shall indemnify and hold harmless the General Agent and
Broker-Dealer and their directors, officers, employees and
agents from and against any damages, losses, liabilities,
claims, charges, reasonable attorney's fees, or other
expenses or costs arising from or in connection with any
claim, action, or proceeding relating to or arising from (i)
any act or omission or any negligent or intentional
misconduct by Allmerica and/or Insurance Companies relating
to the subject matter of this Agreement; (ii) the failure of
Allmerica and/or Insurance Companies to comply with the
terms of this Agreement; or (iii) Allmerica's and/or the
Insurance Companies' breach of any warranty, representation
or covenant of this Agreement.
With respect to any demand or proceeding involving a matter
("Indemnification Matter") against which a party(ies) to
this Agreement ("Indemnitee") is indemnified by Allmerica
and the Insurance Companies or the General Agent and
Broker-Dealer, whichever is appropriate ("Indemnitors")
under this Section 9, the Indemnitors shall be solely
responsible, at their sole expense, for litigating,
defending or otherwise attempting to resolve such demand or
proceeding, and the Indemnitee shall fully cooperate with
the Indemnitors and counsel in their efforts to litigate,
defend or otherwise attempt to resolve such demand or
proceeding, and the Indemnitee shall have the right to
participate therein at its sole expense, to the extent
permitted by law, through counsel of its own choice. The
Indemnitors shall
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not agree to any settlement without the Indemnitee's prior
written consent, which consent shall not be unreasonably
withheld.
With respect to each Indemnification Matter:
Within 10 days after the Indemnitee receives documents
pertaining to any demand or proceeding constituting
such Indemnification Matter, or within such shorter
period of time as may be necessary under the
circumstances to avoid prejudice to the Indemnitors'
rights, the Indemnitee shall give notice to the
Indemnitors of the nature of such indemnification
Matter and shall deliver to the Indemnitors copies of
all such documents.
Within 10 days after a final agreement is reached or a
final judgment is rendered with respect to such
Indemnification Matter, the Indemnitors shall pay to
the Indemnitee any amounts to which the Indemnitee is
entitled under this Section 9.
If a Contract is not delivered to the Contract owner within
10 days of the date of issue of the Contract and if after
delivery the owner returns the Contract to the Insurance
Company and receives a full refund of all payments made, in
any situation where the failure to deliver in a timely
manner was due to the inaction or negligence of the General
Agent, the Broker-Dealer or a Registered Representative, the
difference between the payments refunded and the cash value
of the Contract on the date the Contract is received by the
Insurance Company at its Principal Office shall be
reimbursed to the Insurance Company by the General Agent or
Broker-Dealer in any case where the cash value is less than
the payments refunded. Any such reimbursement shall be paid
COMMISSION to the affected Insurance Company within 30 days of receipt
REFUNDS of a written request for payment.
The provisions of this Section 9 shall survive termination
of this Agreement.
BASIS OF SECTION 10. If a Contract owner rescinds a Contract or
COMPENSATION exercises a right to surrender a Contract for return of all
payments made, General Agent or Broker-Dealer will repay the
appropriate Insurance Company the amount of any commissions
received on the payments returned within 30 days of receipt
of a written request for repayment.
SECTION 11. While this Agreement remains in force, the
TIME OF PAYMENT Insurance Companies agree to pay General Agent and/or
OF COMMISSIONS Broker-Dealer commissions in accordance with the Commission
Schedule(s) attached hereto and incorporated herein, from
which amounts General Agent and Broker-Dealer agree to pay
their Registered Representatives. Commission payments will
be made for each Contract issued pursuant to an application
solicited by duly appointed Registered Representatives.
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TERMINATION
SECTION 12. A payment will not be considered made until it
has been received by the Insurance Company at its Principal
Office. On payments made, commissions will be paid at
regular intervals in accordance with the written rules of
the Insurance Companies.
SECTION 13. This Agreement shall automatically terminate
immediately and without notice upon General Agent's or
Broker-Dealer's ceasing to comply with any of the terms and
conditions of this Agreement or upon the dissolution,
bankruptcy or insolvency of General Agent or Broker-Dealer.
Whether or not there is a breach of this Agreement, General
Agent, Broker-Dealer or Allmerica may terminate this
Agreement by giving thirty (30) days' advance written notice
to the other parties of such termination. PROVIDED,
HOWEVER, that any such termination by Allmerica shall
require the written consent of Broker-Dealer and General
Agent.
In the event of termination, Allmerica, the Insurance
Companies, Broker-Dealer and General Agent shall agree on
the wording of any notices to be sent to any person or
Contractholder, subject to the requirements of applicable
laws and regulations concerning any matter within the scope
of this Agreement, including replacement of the General
Agent.
Upon termination of this Agreement all authorizations,
RIGHT OF SET-OFF rights and obligations shall cease except the obligation to
pay commissions due on payments received prior to
termination for Contracts in effect on the date of
termination, or for Contracts to be issued pursuant to
applications received by the Insurance Companies prior to
termination. Except as provided in the preceding sentence,
no further commissions shall be paid after termination of
this Agreement.
SECTION 14. Allmerica and the Insurance Companies will have
a lien on any commissions payable under this Agreement,
whether or not such payments are now due or hereafter become
due, and may apply any such monies to the satisfaction of
any indebtedness to Allmerica or either Insurance Company
WAIVER AND arising under this Agreement, to the extent permitted by law.
MODIFICATION
Allmerica and the Insurance Companies can only exercise this
lien upon thirty (30) days' advance written notice to the
General Agent and Broker-Dealer and such written notice
shall set forth the basis of the exercise of any such lien.
SECTION 15. No waiver by any party of any default by
another in the performance of any promise, term or condition
of this Agreement shall be construed to be a waiver by such
party of any other or subsequent default in performance of
the same or any other covenant, promise, term or condition
hereof. No prior transactions or dealings between the
parties shall be deemed to establish any custom or usage
waiving or modifying any provision hereof. Except as
otherwise provided within the Agreement, this Agreement may
be modified only by a written agreement duly
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ASSIGNMENT signed by the persons authorized to sign agreements on
behalf of the parties. This Agreement and the attached
Schedules constitutes the entire agreement between the
parties with regard to this subject matter. The word
"Agreement" shall be understood to include any and all
Addenda attached in accordance with the terms and conditions
herein provided.
SECTION 16. This Agreement and the rights, duties and
obligations of the parties hereto shall not be assignable by
either without prior written consent of the other parties,
and any purported assignment shall be void, EXCEPT that the
General Agent or the Broker-Dealer shall be permitted to
RESERVATION OF assign the Agreement or any interest they may have in the
RIGHT TO CHANGE Agreement to their ultimate parent holding company and any
affiliate or subsidiary of the General Agent, the
Broker-Dealer, or their ultimate parent holding company,
upon notice to but without obtaining the consent of
Allmerica and the Insurance Companies. Any assignee shall
be appropriately licensed and shall comply with all
applicable insurance laws and regulations.
SECTION 17. Allmerica reserves the right at any time, and
from time to time, to change prospectively the terms and
conditions of this Agreement. PROVIDED, HOWEVER, that
Allmerica agrees that any such unilateral changes shall be
limited to the following: (i) changes which Allmerica
determines are reasonably necessary to comply with any
federal or state legislative or regulatory requirements,
(ii) amendments related to changes in Allmerica's and/or the
Insurance Companies' product line, contracts or distribution
structure affecting all broker-dealers and general agents
involved in the solicitation and servicing of variable life
insurance or variable annuity contracts substantially the
same as the Contracts described in this Agreement or (iii)
changes in Contract commission rates. Any change will
become effective on the date specified in a notice or, if
later, thirty (30) days after the notice is given to General
Agent and Broker-Dealer. However, the requirement to give
COMPLAINTS AND advance notice shall not apply if the change becomes
INVESTIGATIONS necessary or expedient by reason of legislation or the
requirements of any governmental body and, in the opinion of
Allmerica, it is not reasonably possible to meet the thirty
day requirement. Changes will not be retroactive and will
apply only to life insurance coverage solicited or annuity
payments made on or after the effective date of the change.
SECTION 18. General Agent, Broker-Dealer, Allmerica and the
Insurance Companies agree to cooperate fully in any customer
complaint, insurance or securities regulatory proceeding or
judicial proceeding with respect to General Agent,
Broker-Dealer, Allmerica, the Insurance Companies, their
affiliates or their Registered Representatives to the extent
that such customer complaint or proceeding is in connection
with Contracts marketed under this Agreement. Without
limiting the foregoing:
(a) General Agent and Broker-Dealer will be notified
promptly by Allmerica or the Insurance Companies of any
written customer complaint or notice of any regulatory
proceeding or judicial proceeding of which they become
aware
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including General Agent, Broker-Dealer or any Registered
Representative which may be related to the issuance of
any Contract marketed under this Agreement. General
Agent or Broker-Dealer will promptly notify Allmerica
and the Insurance Companies of any written customer
complaint, or notice of any regulatory proceeding or
judicial proceeding received by General Agent or
Broker-Dealer related to any Contract marketed under
this Agreement or any activity in connection with any
such Contract(s).
(b) In the case of a customer complaint, General Agent,
Broker-Dealer, Allmerica and the Insurance Companies
CONFIDENTIALITY will cooperate in investigating such complaint and any
proposed response to such complaint will be sent to the
other parties of this Agreement for approval not less
than five (5) business days prior to its being sent to
the customer or regulatory authority, except that if a
more prompt response is required, the proposed response
shall be communicated by telephone or facsimile
transmission.
SECTION 19. Allmerica and the Insurance Companies agree
that the names and addresses of all customers and
prospective customers of General Agent and Broker-Dealer and
of any company or person affiliated with General Agent or
Broker-Dealer, and the names and addresses of any Registered
Representatives of General Agent and Broker-Dealer which may
come to the attention of Allmerica or the Insurance
Companies exclusively as a result of its relationship with
General Agent and Broker-Dealer or any affiliated company
and not from any independent source, are confidential and
shall not be used by Allmerica, the Insurance Companies, or
any company or person affiliated with Allmerica or the
Insurance Companies, nor divulged to any party for any
purpose whatsoever, except as may be necessary in connection
with the administration and marketing of the Contracts sold
by or through General Agent, including responses to
specified requests to the Insurance Companies for service by
Contract owners or efforts to prevent the replacement of
such Contracts or to encourage the exercise of options under
the terms of the Contracts. In no event shall the names and
addresses of such customers, prospective customers and
Registered Representatives be furnished by Allmerica or the
Insurance Companies to any other company or person,
including but not limited to, any of their managers,
registered representatives, or brokers who are not
Registered Representatives of Broker-Dealer, any company
affiliated with Allmerica or the Insurance Companies or any
manager, agency, or broker of such company, or any
securities broker-dealer or any insurance agent affiliated
with such broker-dealer. The intent of this section is that
Allmerica, the Insurance Companies or companies or persons
affiliated with them shall not utilize, or permit to be
utilized, their knowledge of General Agent, Broker-Dealer or
of any affiliated companies which is derived exclusively as
a result of the relationships created through the sale of
the Contracts.
Should General Agent and/or Broker-Dealer or any affiliate or
subsidiary thereof make available customer information of any
type to Allmerica and Insurance Companies for purposes
contemplated pursuant to this Agreement, Allmerica and
9
Insurance Companies acknowledge that General Agent and
Broker-Dealer, their affiliates or subsidiaries, as the case
may be, are the owners and have the exclusive right to all
such customer lists, records (in writing or in other form)
or other information (including originals, copies or any
derivative material of any of the foregoing documents)
relating to customers or clients of General Agent and/or
Broker-Dealer, their affiliates or subsidiaries
("Customers"). Allmerica and Insurance Companies agree that
they will not knowingly solicit Customers for any other
products or services offered by Allmerica and Insurance
Companies, their subsidiaries, affiliates or any third party
without the prior written consent of General Agent and
Broker-Dealer, their subsidiaries or affiliates, which
consent may be unreasonably withheld.
Information obtained by Allmerica and/or Insurance Companies
in regard to Contracts issued by Allmerica and/or Insurance
Companies shall remain the property of Allmerica and/or
Insurance Companies.
Notwithstanding the foregoing provisions of this Section 19,
nothing herein shall prohibit Allmerica, the Insurance
Companies or any company or person affiliated with Allmerica
or the Insurance Companies from (i) seeking business
relationships and entering into separate sales agreements
with Registered Representatives of Broker-Dealer if the
names of said Registered Representatives were obtained from
independent sources and not exclusively as a result of
Allmerica's relationship with General Agent and
Broker-Dealer; (ii) from entering into separate sales
agreements with Registered Representatives of Broker-Dealer
upon the request and at the initiation of said Registered
Representatives; or (iii) divulging the names and addresses
of any Customers, prospective customers, Registered
BONDING Representatives, or other companies or persons described in
the preceding paragraph in connection with any customer
complaint or insurance or securities regulatory proceeding
described in Section 18.
The terms of this Section 19 shall survive termination of
this Agreement.
NOTICES
SECTION 20. General Agent and Broker-Dealer represent that
all of their directors, officers, employees and Registered
Representatives are and shall be continuously covered by a
blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This
bond shall be, at least, of the form, type and amount
required under the NASD Conduct Rules.
SECTION 21. All notices which are required to be given or
submitted pursuant to this Agreement shall be in writing and
shall be deemed given when deposited with the United States
Postal Service, postage prepaid, registered or certified
mail, return receipt requested, to the last address of
record of the party being notified which is maintained by
the other party in the ordinary course of business. Each
party agrees to notify the others immediately in writing of
any claims, demands or actions having any bearing on this
Agreement. Until further notice, all notices to Insurance
Companies and Allmerica shall be sent to the address
specified on page 1 of this
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Agreement. Until further notice, all notices to the
Broker-Dealer shall be addressed to Chase Investment
Services Corp., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President, and all notices
to the General Agent shall be addressed to Chase Insurance
Agency, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President.
AUDIT
Notwithstanding the foregoing, proper notice shall also be
effective and deemed given when sent if given by facsimile
transmission, provided that such transmission is followed by
an original of the notice mailed within three (3) business
days of the date of the sending of the facsimile
transmission postage prepaid, registered or certified mail,
return receipt requested, as described above.
SECTION 22. General Agent and Broker-Dealer shall have the
right upon reasonable written notice to Allmerica and the
Insurance Companies during regular business hours, to audit
all the records and practices of Allmerica and the Insurance
Companies relating to the business contemplated hereunder in
order to determine if Allmerica and the Insurance Companies
are complying with the terms of this Agreement, including
USE OF NAME the payment of compensation. General Agent and
Broker-Dealer will have the right to inspect and copy all
such records at their own expense. At General Agent's and
Broker-Dealer's option, such audit may be conducted by
designated personnel or an independent auditor selected by
General Agent and Broker-Dealer. Any such audit shall be
conducted in a manner that avoids any material disruption of
Allmerica's or the Insurance Companies' business.
REPRESENTATIONS
AND WARRANTIES SECTION 23. Neither Allmerica nor the Insurance Companies
shall use the name "Chase Manhattan Bank", "Chase Investment
Services Corp.", "Chase Insurance Agency, Inc.", "Chase" or
any derivative thereof, in any manner whatsoever without the
express prior written consent of Broker-Dealer, General
Agent and The Chase Manhattan Bank, which consent may be
withheld in their sole and absolute discretion.
SECTION 24. In order to induce Broker-Dealer and General
Agent to enter into and to perform their obligations under
this Agreement, Allmerica and Insurance Companies represent
and warrant to Broker-Dealer and General Agent that:
(a) Allmerica and First Allmerica are corporations duly
incorporated, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts.
Allmerica Financial Life is a corporation duly
incorporated, validly existing and in good standing
under the laws of the State of Delaware. Allmerica and
the Insurance Companies are qualified and licensed to
do business and are in good standing in each state
where the nature of their business requires such
qualification; have all requisite corporate right,
power and authority to own and lease their properties,
to carry on their business in the manner in which it is
now conducted and to enter into, execute and deliver
this Agreement and to perform their obligations
hereunder; and have completed all corporate proceedings
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necessary to authorize the execution and delivery of
this Agreement and the performance of their obligations
hereunder;
(b) The execution and delivery by Allmerica and Insurance
Companies of this Agreement and the performance of all
of their obligations hereunder will not violate any
provisions of their Articles of Incorporation or
By-laws;
(c) This Agreement will constitute a valid and binding
obligation of Allmerica and Insurance Companies, fully
enforceable in accordance with its terms, except as
such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws
affecting the rights of creditors generally and by
general equity principles;
(d) The execution and delivery by Allmerica and Insurance
Companies of this Agreement and the performance by
Allmerica and Insurance Companies of all of their
obligations hereunder will not violate or result in the
breach of any material term or provision of, constitute
a material default under or permit the acceleration of
maturity under, any material governmental or judicial
order, judgment or decree, or any material loan
agreement, debenture, mortgage, deed of trust or other
agreement or instrument, to which Allmerica and/or
Insurance Companies is a party or by which it is bound;
(e) There is no material threatened or pending legal
proceeding or government action to which Allmerica
and/or Insurance Companies is a party or to which any
of their property is subject which could materially and
adversely affect the ability of Allmerica and Insurance
Companies to enter into this Agreement and/or to
perform all of their obligations hereunder;
(f) Allmerica and Insurance Companies have complied with
and are not in default in any material respect under
any laws, ordinances, requirements, regulations, orders
or decrees of any court, commission, board or other
administrative body or governmental agency having
jurisdiction in respect of the conduct of their
business which could materially and adversely affect
their ability to enter into this Agreement and to
perform all of their obligations hereunder;
(g) All (i) insurance products issued by Insurance
Companies hereunder, and (ii) all compensation payable
hereunder to Broker-Dealer or General Agent, comply
CHANGE OF with all applicable laws, regulations and rulings, and
CONTROL - are or shall be filed with and approved by all
RIGHT OF administrative agencies as required by law; and
TERMINATION
(h) All materials, including but not limited to
advertising, promotional, software, sales
illustrations, and prospectuses, whether electronic,
written or otherwise, provided by Allmerica and/or
Insurance Companies, are current,
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free from any known defects and comply with all
applicable laws, regulations and rulings, and are
or shall be filed with and approved by all
administrative agencies as required by law.
CHOICE SECTION 25. The Broker-Dealer and General Agent may
OF LAWS terminate this Agreement if: there is a transfer (i) of
stock or assets of the Insurance Companies which would
effect a change in control of such insurers, or (ii) by
reinsurance or otherwise of ten percent or more of the
CAPTIONS Insurance Companies' insurance in force. The term "control"
means the possession, direct or indirect of the power to
direct or cause the direction of the management and policies
of the Insurers, whether through the ownership of voting
securities, by contract or otherwise. Control shall
conclusively be deemed to exist if any person directly or
EFFECTIVENESS; indirectly owns, controls or holds with the power to vote
ENTIRE ten percent or more of the voting securities of the
CONTRACT; Insurance Companies or any person(s) controlling such
PRIOR insurers.
AGREEMENTS
SECTION 26. The laws of the State of New York shall govern
all matters concerning the validity, performance and
integration of this Agreement.
SECTION 27. Captions are used for informational purposes
only and no caption shall be construed to affect the
substance of any provision of this Agreement.
SECTION 28. This Agreement contains the entire contract
between the parties. Upon execution it will replace all
previous agreements between General Agent or Broker-Dealer
and Allmerica and the Insurance Companies, or any of them,
relating to the solicitation of Contracts. It is hereby
understood and agreed that any other agreement or
representation, commitment, promise or statement of any
nature, whether oral or written, relating to or purporting
to relate to the relationship of the parties is hereby
rendered null and void.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to
take effect on its effective date.
For: CHASE INSURANCE AGENCY, INC. For: ALLMERICA INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
-------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
-------------------------------- ----------------------------------
Title: Vice President Title: Compliance Officer
-------------------------------- ----------------------------------
Date: 1/28/98 Date: 2/19/98
-------------------------------- ----------------------------------
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For: CHASE INVESTMENT SERVICES CORP. For: FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY AND ALLMERICA
FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
By: /s/ ▇▇▇▇▇ ▇. Down By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
-------------------------------- ----------------------------------
Name: ▇▇▇▇▇ ▇. Down Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
-------------------------------- ----------------------------------
Title: Vice President Title: Compliance Officer
-------------------------------- ----------------------------------
Date: 2/5/98 Date: 2/19/98
-------------------------------- ----------------------------------
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