EXHIBIT 3(c)
SELLING GROUP AGREEMENT
AMERICAN GENERAL SECURITIES INCORPORATED AND
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
This Selling Group Agreement ("Agreement") is made among American General
Securities Incorporated, a registered broker - dealer and the distributor for
the variable life insurance policies and/or annuity contracts or certificates
set forth in Schedule A ("Distributor"),
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("Selling Group Member")
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("Associated Agency")
and, as the fourth party, The United States Life Insurance Company in the City
of New York ("USL"). Distributor is a wholly-owned subsidiary of USL. Selling
Group Member is registered with the Securities and Exchange Commission ("SEC")
as a broker-dealer under the Securities Exchange Act of 1934 ("1934 Act") and
under any appropriate regulatory requirements of state law, and is a member in
good standing of the National Association of Securities Dealers, Inc. ("NASD"),
unless Selling Group Member is exempt from the broker-dealer registration
requirements of the 1934 Act. Unless exempt, Selling Group Member maintains a
level of qualification with the NASD appropriate to enable it to offer and sell
the products set forth in Schedule A. Selling Group Member is affiliated with
Associated Agency, which is properly licensed under the insurance laws of the
state(s) in which Selling Group Member will act under this Agreement.
This Agreement is for the purpose of providing for the distribution of certain
variable life insurance policies and/or annuity contracts or certificates set
forth in Schedule A and any successor or additional SEC registered insurance
products (as discussed in Part (1) "NEW PRODUCTS" of this Agreement) to be
issued by USL and distributed through Distributor through representatives who
are state insurance licensed and appointed agents of USL and associated with
Associated Agency and are also NASD registered representatives of Selling Group
Member ("Sales Persons"). The policies and/or annuity contracts or certificates
set forth in Schedule A, along with any successor or additional SEC registered
insurance products, are referred to collectively herein as the "Contracts".
In consideration of the mutual promises and covenants contained in this
Agreement, USL and Distributor appoint Selling Group Member and those persons
associated with Associated Agency who are NASD registered representatives of
Selling Group Member and state insurance licensed agents of USL to solicit and
procure applications for the Contracts. This appointment is not deemed to be
exclusive in any manner and only extends to those jurisdictions where the
Contracts have been approved for sale. Selling Group Member is authorized to
collect the first purchase payment or premium (collectively "Premiums") on the
Contracts and, unless Selling Group Member and USL have otherwise agreed, must
remit such premiums
in full dollar amount to USL. Unless Selling Group Member and USL have otherwise
agreed, applications shall be taken only on preprinted application forms
supplied by USL. All completed applications and supporting documents are the
sole property of USL and must be promptly delivered to USL. All applications are
subject to acceptance by USL at its sole discretion.
(1) NEW PRODUCTS
USL and Distributor may propose, and USL may issue additional or successor
products, in which event Selling Group Member will be informed of the product
and its related concession schedule. If Selling Group Member does not agree to
distribute such product(s), it must notify Distributor in writing within 10 days
of receipt of the Concession Schedule for such product(s). If Selling Group
Member does not indicate disapproval of the new product(s) or the terms
contained in the related Concession Schedule, Selling Group Member will be
deemed to have thereby agreed to distribute such product(s) and agreed to the
related Concession Schedule which shall be attached to and made a part of this
Agreement.
(2) SALES PERSONS
Associated Agency is authorized to recommend Sales Persons for appointment by
USL to solicit sales of the Contracts. Associated Agency warrants that all such
Sales Persons shall not commence solicitation nor aid, directly or indirectly,
in the solicitation of any application for any Contract until that Sales Person
is appropriately licensed for such product under applicable insurance laws and
is a currently NASD registered representative of Selling Group Member.
Associated Agency shall be responsible for all fees required to obtain and/or
maintain any licenses or registrations required by state or federal law, for
Associated Agency and its Sales Persons. From time to time, USL will provide
Associated Agency and Selling Group Member with information regarding the
jurisdictions in which USL is authorized to solicit applications for the
Contracts and any limitations on the availability of such Contracts in any
jurisdiction.
(3) SALES MATERIAL
Associated Agency and Selling Group Member shall not utilize in their efforts to
market the Contracts, any written brochure, prospectus, descriptive literature,
printed and published material, audio-visual material or standard letters unless
such material has been provided preprinted by USL or Distributor or unless USL
and Distributor have provided written approval for the use of such literature.
In accordance with the requirements of the laws of the several states,
Associated Agency and Selling Group Member shall maintain complete records
indicating the manner and extent of distribution of any such solicitation
material, shall make such records and files available to staff of USL and/or
Distributor in field inspections and shall make such material available to
personnel of state insurance departments, the NASD or other regulatory agencies,
including the SEC, which have regulatory authority over USL or Distributor.
Associated Agency and Selling Group Member jointly and severally hold USL,
Distributor and their affiliates harmless from any liability arising from the
use of any material which either (a) has not been specifically approved in
writing by USL, or (b) although previously approved, has been disapproved by USL
or Distributor, in writing for further use.
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(4) PROSPECTUSES
Selling Group Member and Associated Agency warrant that solicitation for the
sale of SEC registered insurance products will be made by use of a currently
effective prospectus, that a prospectus will be delivered concurrently with each
sales presentation and that no statements shall be made to a client superseding
or controverting any statement made in the prospectus. USL and Distributor
shall furnish Selling Group Member and Associated Agency, at no cost to Selling
Group Member or Associated Agency, reasonable quantities of prospectuses to aid
in the solicitation of Contracts.
(5) SELLING GROUP MEMBER COMPLIANCE
Selling Group Member shall be solely responsible for the approval of suitability
determinations for the purchase of any Contract or the selection of any
investment option thereunder, in compliance with federal and state securities
laws and shall supervise Associated Agency and Sales Persons in determining
client suitability. Selling Group Member shall hold USL and Distributor
harmless from any financial claim resulting from improper suitability decisions.
Selling Group Member will fully comply with the requirements of the NASD and of
the 1934 Act and such other applicable federal and state laws and will establish
rules, procedures, and supervisory and inspection techniques necessary to
diligently supervise the activities of its NASD registered representatives who
are state insurance licensed agents or solicitors of USL, in connection with
offers and sales of the Contracts. Such supervision shall include providing, or
arranging for, initial and periodic training in knowledge of the Contracts.
Upon request by Distributor or USL, Selling Group Member will furnish
appropriate records as are necessary to establish diligent supervision and
client suitability.
Selling Group Member shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial proceeding
with respect to USL, Distributor, Selling Group Member, and Associated Agency
and their respective affiliates, agents and representatives to the extent that
such examination, investigation, or proceeding arises in connection with the
Contracts. Selling Group Member shall immediately notify Distributor if its
broker-dealer registration or the registration of any of its Sales Persons is
revoked, suspended, or terminated.
(6) ASSOCIATED AGENCY AND SALES PERSON COMPLIANCE
Associated Agency will fully comply with the requirements of state insurance
laws and applicable federal laws and will establish rules and procedures
necessary to diligently supervise the activities of the Sales Persons. Upon
request by Distributor or USL, Selling Group Member will furnish appropriate
records as are necessary to establish such supervision. Associated Agency and
Sales Persons shall be responsible for making suitability determinations for
the purchase of any Contract or the selection of any investment option
thereunder, in compliance with federal and state securities laws.
Associated Agency shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial proceeding
with respect to USL, Distributor, Selling Group Member, and Associated Agency
and their respective affiliates, agents and representatives to the extent that
such examination, investigation, or proceeding arises in connection with the
Contracts. Associated
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Agency shall immediately notify Distributor if its insurance license or the
license of any of its Sales Persons is revoked, suspended, or terminated.
(7) USL COMPLIANCE
USL represents that the prospectus(es) and registration statement(s) relating to
the Contracts contain no untrue statements of material fact or omission to state
a material fact, the omission of which makes any statement contained in the
prospectus and registration statement misleading. USL agrees to indemnify
Associated Agency and Selling Group Member from and against any claims,
liabilities and expenses which may be incurred by any of those parties under the
Securities Act of 1933, the 1934 Act, the Investment Company Act of 1940, common
law, or otherwise, and that arises out of a breach of this paragraph.
(8) COMPENSATION
USL will remit to Associated Agency compensation as set forth in Schedule B
hereto.
(9) CUSTOMER SERVICE, COMPLAINTS, AND INDEMNIFICATION
The parties agree that USL may contact by mail or otherwise, any client, agent,
account executive, or employee of Associated Agency or other individual acting
in a similar capacity if deemed appropriate by USL, in the course of normal
customer service for existing Contracts, in the investigation of complaints, or
as required by law. The parties agree to cooperate fully in the investigation
of any complaint.
Selling Group Member, Associated Agency, and Sales Persons agree to hold
harmless and indemnify Distributor and USL against any and all claims,
liabilities and expenses incurred by either Distributor or USL, and arising out
of or based upon any alleged or untrue statement of Selling Group Member,
Associated Agency or Sales Person other than statements contained in the
approved sales material for any Contract, or in the registration statement or
prospectus for any Contract.
USL hereby agrees to indemnify and hold harmless Selling Group Member and each
of its employees, controlling persons, officers or directors against any losses,
expenses (including reasonable attorneys' fees and court costs), damages or
liabilities to which Selling Group Member or such affiliates, controlling
persons, officers or directors become subject, under the Securities Act of 1933
or otherwise, insofar as such losses, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon USL's performance,
non-performance or breach of this Agreement, or are based upon any untrue
statement contained in, or material omission from, the prospectus for any of the
Contracts.
(10) FIDELITY BOND
Associated Agency represents that all directors, officers, employees and Sales
Persons of Associated Agency licensed pursuant to this Agreement or who have
access to funds of USL are and will continue to be covered by a blanket fidelity
bond including coverage for larceny, embezzlement and other defalcation, issued
by a reputable bonding company. This bond shall be maintained at Associated
Agency's expense.
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Such bond shall be at least equivalent to the minimal coverage required under
the NASD Rules of Fair Practice, and endorsed to extend coverage to life
insurance and annuity transactions. Associated Agency acknowledges that USL may
require evidence that such coverage is in force and Associated Agency shall
promptly give notice to USL of any notice of cancellation or change of coverage.
Associated Agency assigns any proceeds received from the fidelity bond company
to USL to the extent of USL's loss due to activities covered by the bond. If
there is any deficiency, Associated Agency will promptly pay USL that amount on
demand. Associated Agency indemnifies and holds harmless USL from any
deficiency and from the cost of collection.
(11) LIMITATIONS OF AUTHORITY
The Contract forms are the sole property of USL. No person other than USL has
the authority to make, alter or discharge any policy, Contract, certificate,
supplemental contract or form issued by USL. No party has the right to waive
any provision with respect to any Contract or policy; give or offer to give, on
behalf of USL, any tax or legal advice related to the purchase of a Contract or
policy; or make any settlement of any claim or bind USL or any of its affiliates
in any way. No person has the authority to enter into any proceeding in a court
of law or before a regulatory agency in the name of or on behalf of USL.
(12) ARBITRATION
The parties agree that any controversy between or among them arising out of
their business or pursuant to this Agreement that cannot be settled by agreement
shall be taken to arbitration as set forth herein. Such arbitration will be
conducted according to the securities arbitration rules then in effect, of the
American Arbitration Association, NASD, or any registered national securities
exchange. Arbitration may be initiated by serving or mailing a written notice.
The notice must specify which rules will apply to the arbitration. This
specification will be binding on all parties.
The arbitrators shall render a written opinion, specifying the factual and legal
bases for the award, with a view to effecting the intent of this Agreement. The
written opinion shall be signed by a majority of the arbitrators. In rendering
the written opinion, the arbitrators shall determine the rights and obligations
of the parties according the substantive and procedural laws of the State of
Texas. Accordingly, the written opinion of the arbitrators will be determined
by the rule of law and not by equity. The decision of the majority of the
arbitrators shall be final and binding on the parties and shall be enforced by
the courts in Texas.
(13) GENERAL PROVISIONS
(A) Waiver
Failure of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under this
Agreement will not be deemed to constitute a waiver of the right to
enforce strict compliance.
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(B) Independent Contractors
Selling Group Member and Associated Agency are independent contractors
and not employees or subsidiaries of USL. AGSI is a wholly-owned
subsidiary of USL. Selling Group Member and Associated Agency are not
employees or subsidiaries of Distributor.
(C) Independent Assignment
No assignment of this Agreement or of commissions or other payments
under this Agreement shall be valid without prior written consent of
USL and Distributor.
(D) Notice
Any notice pursuant to this Agreement may be given electronically
(other than vocally by telephone) or by mail, postage paid,
transmitted to the last address communicated by the receiving party to
the other parties to this Agreement.
(E) Severability
To the extent this Agreement may be in conflict with any applicable
law or regulation, this Agreement shall be construed in a manner
consistent with such law or regulation. The invalidity or illegality
of any provisions of this Agreement shall not be deemed to affect the
validity or legality of any other provision of this Agreement.
(F) Amendment
This Agreement may be amended only in writing and signed by all
parties. No amendment will impair the right to receive commissions as
accrued with respect to Contracts issued and applications procured
prior to the amendment.
(G) Termination
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated, for cause, by any party
immediately. Termination of this Agreement shall not impair the right
to receive commissions accrued with respect to applications procured
prior to the termination except as otherwise specifically provided in
Schedule B.
(H) TEXAS LAW
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
(I) This Agreement replaces and supersedes any other agreement or
understanding related to the Contracts, between or among the parties
to this Agreement.
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date: ________________
Selling Group Member: ____________________________________________________
(BROKER-DEALER)
Address: ____________________________________________________
Signature: ____________________________________________________
Name & Title: ____________________________________________________
Associated Agency: ____________________________________________________
(PRIMARY INSURANCE AGENCY AFFILIATION)
Address: ____________________________________________________
Signature: ____________________________________________________
Name & Title: ____________________________________________________
American General Securities Incorporated
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Signature: ____________________________________________________
Name & Title: ____________________________________________________
The United States Life Insurance Company in the City of New York
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Signed By: ____________________________________________________
Name & Title ____________________________________________________
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SCHEDULE A - SELECT RESERVE VARIABLE ANNUITY
CONTROL DATE - JUNE 1, 1999
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
CONTRACTS COVERED BY THIS AGREEMENT
Policy Registration Forms Separate
Contract Name Form Nos. and Numbers Account
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FLEXIBLE PAYMENT VARIABLE
Annuity Certificates:
Select Reserve Certificate Form N-4 USL VA-R
Form No. 98505N Nos. 811-09007
333-63843