Exhibit 1.(3)(b)
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BROKER-DEALER AND GENERAL AGENT
SELLING AGREEMENT
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AGREEMENT, dated as of __________ __, 1998, by and among Liberty Life Assurance
Company of Boston ("Liberty Life"), Liberty Life Distributors LLC
("Distributor"), _________ ("Broker-Dealer") and _____________("General Agent").
WHEREAS, Liberty Life, through certain of its separate accounts, issues certain
insurance products and group and individual insurance contracts/policies and
certificates participating therein, some of which may be deemed securities under
the Securities Act of 1933 ("1933 Act"); and
WHEREAS, Distributor and Broker-Dealer are both broker-dealers registered with
the Securities and Exchange Commission ("SEC") under the Securities Exchange Act
of 1934, as amended ("1934 Act"), and members of the National Association of
Securities Dealers, Inc. ("NASD");
WHEREAS, Liberty Life, on behalf of certain of its separate accounts, has
appointed Distributor as the principal underwriter and distributor of the
variable life insurance and annuity contracts (the "Contracts") specified in
Exhibit C;
WHEREAS Broker-Dealer is a broker/dealer engaged in the sale of securities and
other investment products; and
WHEREAS General Agent is an insurance agency licensed to sell variable life
insurance, and variable annuity contracts; and
WHEREAS, if General Agent and Broker-Dealer are the same person, the duties,
responsibilities, and privileges of General Agent under this Agreement shall be
undertaken by Broker-Dealer; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and promises herein contained, the parties hereto agree as follows:
1. PURPOSE
Broker-Dealer and General Agent desire to enter into an agreement with Liberty
Life and Distributor so as to have General Agent's sub-agents who are also
registered representatives of Broker-Dealer (the "Agents") appointed as agents
of Liberty Life for the purpose of selling the Contracts.
2. APPOINTMENT AND AUTHORIZATION
Distributor hereby authorizes Broker-Dealer to solicit sales of the Contracts.
Liberty Life hereby appoints and authorizes General Agent to solicit sales of
the Contracts. Broker-Dealer and General Agent accept such appointment and
authorization, and each agrees to use its best efforts to find purchasers of the
Contracts acceptable to Liberty Life. This appointment and authorization is
non-exclusive. Neither Broker-Dealer nor General Agent shall possess or exercise
any authority on behalf of the Distributor or Liberty Life other than the
authority expressly conferred by this Agreement.
3. LICENSING AND APPOINTMENT OF AGENTS
a. Broker-Dealer and General Agent are specifically authorized to designate
Agents proposed to be appointed as agents of Liberty Life to solicit
applications for the Contracts, to deliver the Contracts, and to collect
the first premium thereon in conformance with applicable state laws and
Liberty Life' rules and procedures. Broker-Dealer and General Agent shall
not propose an Agent for appointment unless such Agent is an "associated
person" of Broker-Dealer (as defined in Section 3(a)(8) of the 1934 Act),
duly registered as a representative of Broker-Dealer and duly licensed as
an insurance agent in the state(s) in which it is proposed that such Agent
engage in solicitation of sales of the Contracts. Broker-Dealer and General
Agent together shall be responsible
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for such Agents' continuing compliance with applicable securities
registration requirements and state insurance agent licensing laws.
b. Broker-Dealer and General Agent shall assist Liberty Life and Distributor
in the appointment of Agents under applicable insurance laws to sell the
Contracts. Broker-Dealer and General Agent shall comply with Liberty Life's
requirements, as Liberty Life in its sole discretion may establish and
change from time to time, in submitting licensing or appointment
documentation for Agents. All such documentation shall be submitted by
Broker-Dealer or General Agent to Liberty Life or its designated agent
licensing administrator. A copy of Liberty Life's current General Letter of
Recommendation, to be used in connection with the appointment of Agents, is
attached hereto as Exhibit A.
c. Liberty Life agrees to pay the initial appointment fee required under
relevant state insurance laws to appoint Agents as agents of Liberty Life
for the sale of Contracts. General Agent will be responsible for paying all
other state insurance licensing fees with respect to the Agents, including
transfer fees and termination fees. Broker-Dealer shall be responsible for
all fees, including registration and examination fees, necessary to
maintain the Agents' continuing compliance with applicable securities
registration requirements.
d. Liberty Life reserves the right to refuse to appoint any such designated
Agent or, once appointed, to terminate or refuse to renew such Agent's
appointment.
4. SUPERVISION OF REPRESENTATIVES AND AGENTS
a. Broker-Dealer shall be responsible for training and supervision of all
Agents and other persons associated with Broker-Dealer who are involved
directly or indirectly in the offer or sale of the Contracts and all such
persons shall be subject to the control of Broker-Dealer with respect to
such person's activities in connection with the sale of Contracts. General
Agent shall be responsible for training and supervision of all Agents who
are involved directly or indirectly in the offer or sale of the Contracts
and for such Agents' compliance with applicable state insurance laws. LLD
and Liberty Life shall not have responsibility for the training and
supervision of any Agent. Broker-Dealer and General Agent each agree to
comply with Liberty Life's statement in support of the concepts in the
Principles and Code of Ethical Market Conduct of the Insurance Marketplace
Standards Association (the "IMSA Principles and Code"), as such statement
may be amended from time to time, and to engage in active and fair
competition as contemplated by the IMSA Principles and Code. A copy of
Liberty Life's current statement in support of the IMSA Principles and Code
is attached as Exhibit C.
b. Broker-Dealer is specifically charged with the responsibility of
supervising and reviewing its Agents' use of sales literature and
advertising and all other communications with the public in connection with
the Contracts. No sales solicitation, 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 the appropriate then current prospectus, the then current
prospectus for the underlying funds funding the Contract, and where
required by state insurance law, the then current statement of additional
information.
c. Broker-Dealer is specifically charged with the responsibility of
supervising its Agents' compliance with all applicable suitability
requirements under federal or state law or the regulations of the NASD.
Broker-Dealer is specifically charged with providing or arranging for
adequate training to ensure that Agents have thorough knowledge of each
Contract and the ability to make appropriate product presentations and
suitability determinations in compliance with applicable law.
Broker-Dealer, General Agent the Agents shall not recommend the purchase of
a Contract to a prospective purchaser unless they have reasonable grounds
to believe that such purchase is suitable for the prospective purchaser and
is in accordance with applicable regulations of any regulatory authority,
including the SEC and the NASD. While not limited to the following, a
determination of suitability shall be based on information concerning the
prospective purchaser's insurance and investment objectives, risk
tolerance, need for liquidity, and financial and insurance situation and
needs.
d. Broker-Dealer shall execute any electronic or telephone orders only in
accordance with the current prospectus applicable to the Contracts and
agrees, that in consideration for the telephone transfer privileges,
Liberty Life
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will not be liable for any loss incurred as a result of acting upon
electronic or telephone instructions containing unauthorized, incorrect or
incomplete information received from Broker-Dealer or its representatives.
e. Upon request by Liberty Life, Broker-Dealer and General Agent shall furnish
appropriate records or other documentation to evidence Broker-Dealer's and
General Agent's diligent supervision.
f. If an Agent performs any unauthorized transaction with respect to a
Contract, Broker-Dealer and General Agent shall bear sole responsibility,
shall notify Liberty Life, and shall act to terminate the sales activities
of such Agent relating to the Contracts.
g. If an Agent fails to meet Broker-Dealer's or General Agent's rules and
standards, Broker-Dealer or General Agent, as the case may be, shall notify
Liberty Life, and shall act to terminate the sales activities of such Agent
relating to the Contracts.
5. SALES PROMOTION MATERIAL AND ADVERTISING
a. During the term of this Agreement, Distributor will be responsible for
providing and approving promotional, sales and advertising material to be
used by Broker-Dealer and General Agent in connection with the offer and
sale of Contracts. Distributor will file such materials or will cause such
materials to be filed with the SEC and the NASD, and with any state
securities regulatory authorities, as required. Liberty Life and
Distributor reserve the right to require the recall of any material
approved by it at any time for any reason, and Broker-Dealer and General
Agent shall promptly comply with any such request and shall not use such
material thereafter.
b. Broker-Dealer, General Agent and Agents authorized to sell the Contracts
shall use only the effective current prospectuses, statements of additional
information ("SAIs") and other materials authorized by Liberty Life for use
in soliciting the sale of the Contracts. Distributor will provide the
Broker-Dealer and the General Agent, without charge, with as many copies of
the prospectuses for the Contract and the underlying investment funds as
may be reasonably requested. Upon receipt of updated documentation, the
Broker-Dealer and the General Agent will promptly discard or destroy all
copies of such material previously provided to them, except as needed to
maintain proper records. Liberty Life and Distributor reserve the right to
require the recall of any such material at any time for any reason, and
Broker-Dealer and General Agent shall promptly comply with any such request
and shall not use such material thereafter.
c. Broker-Dealer and General Agent are not authorized, and may not authorize
anyone else, to give any information or to make any representation
concerning Liberty Life, the Contracts, the Variable Account or the funding
media for the Contracts other than those contained in the current materials
authorized for use by Liberty Life. Broker-Dealer, General Agent, and their
Agents may not modify or represent that they are authorized to modify any
such prospectus, SAI or other materials authorized by Liberty Life for use
in soliciting the sale of the Contracts.
6. OBLIGATIONS OF BROKER-DEALER AND GENERAL AGENT
a. All solicitations for the Contracts will be made only by Agents who are
registered representatives of Broker-Dealer and duly licensed insurance
agents and appointed by Liberty Life. Continued solicitation for the
Contracts shall be contingent upon the continuing qualification of such
Agents by possession of the required licenses, appointments, and
registrations. Broker-Dealer and General Agent shall notify Distributor
immediately in writing if any Agent appointed by Liberty Life ceases to be
a registered representative of Broker-Dealer or ceases to be properly
licensed in any state. Solicitation may occur only in those states in which
Liberty Life is admitted to do business and in which the Contracts have
been approved for sale by the appropriate regulatory authority.
b. All applications for Contracts will be made on application forms supplied
by Liberty Life. Broker-Dealer and General Agent shall review all
applications for completeness and correctness, as well as compliance with
applicable suitability standards, including those specified above.
Broker-Dealer will promptly, but in no case later than the end of the next
business day following receipt by Broker-Dealer or an Agent, forward
completed
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applications to Liberty Life in accordance with Liberty Life's
administrative procedures. An appropriate principal of Broker-Dealer shall
approve each such application as to suitability before forwarding such
application to Liberty Life. Such applications shall be accompanied by any
premium payment received with such applications, without deduction for any
compensation, unless there has been mutual arrangement for net wire
transmissions between Distributor, Liberty Life, and Broker-Dealer.
Applications shall be sent to Liberty Life at the address shown on the
application or such other address as Liberty Life may specify from time to
time. Checks or money orders for the payment of premiums shall be drawn to
the order of "Liberty Life Assurance Company of Boston". Neither
Broker-Dealer nor General Agent has authority to deposit or endorse checks
payable to Liberty Life without the prior written approval of Liberty Life.
Liberty Life has the right to reject any application for a Contract and
return any premium payment made in connection with the sale of the
Contracts.
d. Contracts issued on accepted applications shall be delivered to the
Contract Owner according to procedures established by Liberty Life. If
Liberty Life forwards a Contract to Broker-Dealer for delivery,
Broker-Dealer shall cause each such Contract to be delivered to the
Contract Owner within four days of receipt. Broker-Dealer shall be liable
to Liberty Life for any loss incurred by Liberty Life (including
consequential damages and regulatory penalties) as a result of any delay by
Broker-Dealer or a Representative in delivering a Contract.
e. Broker-Dealer shall promptly pay any and all commissions and other
compensation due to its registered representatives in connection with the
sale of the Contracts.
f. Broker-Dealer and General Agent agree to comply with the established rules
and regulations of Liberty Life now in effect or which may be established
hereafter. Broker-Dealer and General Agent shall be responsible to
Distributor and Liberty Life for their and the Agents' acts and omissions.
g. Broker-Dealer and General Agent each agree to carry out their respective
sales and administrative activities and obligations under this Agreement in
continuous compliance with federal and state laws and regulations,
including those governing securities and insurance-related activities or
transactions, as applicable. Broker-Dealer and General Agent shall notify
Distributor and Liberty Life immediately in writing if Broker-Dealer and/or
General Agent fail to comply with any of the laws and regulations
applicable to either of them.
7. INDEPENDENT CONTRACTOR
Broker-Dealer, General Agent, and the Agents are performing the acts covered by
this Agreement in the capacity of independent contractors and not as an employee
of Liberty Life or Distributor. Broker-Dealer and General Agent shall be free
and independent to exercise their own judgment as to the persons from whom
insurance will be solicited as well as the time, place and manner of such
solicitation.
8. REPRESENTATIONS
a. Liberty Life, Distributor, Broker-Dealer and General Agent each represents
to one another that it and the officers signing below have full power and
authority to enter into this Agreement, and that this Agreement has been
duly and validly executed by it and constitutes a legal, valid and binding
agreement.
b. Distributor represents to Broker-Dealer that Distributor is registered as a
broker-dealer with the SEC under the 1934 Act and under the state
securities laws of each jurisdiction in which such registration is required
for underwriting the Contracts, and that it is a member of the NASD.
c. Broker-Dealer represents to Distributor that Broker-Dealer is, and at all
times when performing its functions and fulfilling its obligations under
this Agreement will be, registered with the SEC as a broker-dealer under
the 1934 Act and under the state securities laws of each jurisdiction in
which such registration is required for the sale of the Contracts, and a
member of the NASD. Broker-Dealer will notify Distributor in writing if any
such registration is terminated or suspended.
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d. General Agent represents to Distributor and Liberty Life that General Agent
is, and at all times when performing its functions and fulfilling its
obligations under this Agreement, will be, a properly licensed insurance
agency in each jurisdiction in which such licensing is required for the
sale of the Contracts.
e. Liberty Life represents to Broker-Dealer that the Contracts, including any
variable account(s) supporting such Contracts, shall comply in all material
respects with the registration and other applicable requirements of the
1933 Act and the Investment Company Act of 1940, and the rules and
regulations thereunder, including the terms of any order of the SEC with
respect thereto.
f. Liberty Life represents to Broker-Dealer that the prospectuses included in
Liberty Life's Registration Statement for the Contracts, and in
post-effective amendments thereto, and any supplements thereto, as filed or
to be filed with the SEC, as of their respective effective dates, contain
or will contain in all material respects all statements and information
which are required to be contained therein by the 1933 Act and conform or
will conform in all material respects to the requirements thereof.
9. COMPENSATION
a. Broker-Dealer shall be paid compensation for the sale of Contracts as set
forth in the Contracts and Compensation Schedule attached as Exhibit C
hereto. Distributor may change such compensation prospectively as of a
specified date, provided such date is at least ten days after the date the
change is mailed to Broker-Dealer's last known address. Any such change
will apply only to Contracts issued pursuant to applications taken on or
after the effective date of the change. Distributor shall not be obligated
to pay such compensation with respect to a Contract until Distributor has
received its compensation with respect to such Contract from Liberty Life.
b. Compensation to the Agents for Contracts that they solicit and that are
issued by Liberty Life shall be governed by agreements between
Broker-Dealer and the Agents and payment thereof will be the
Broker-Dealer's exclusive responsibility. General Agent shall have no
interest in any compensation paid by Liberty Life to Distributor, now or
hereafter, in connection with the sale of any Contracts under this
Agreement.
c. Neither Broker-Dealer nor General Agent shall, directly or indirectly,
expend or contract for the expenditure of any funds of the Distributor or
Liberty Life. Broker-Dealer and General Agent shall each pay all expenses
incurred by each of them in the performance of this Agreement, unless
otherwise specifically provided for in this Agreement or Distributor shall
have agreed in advance in writing to share the cost of certain expenses.
10. NOTIFICATION OF CUSTOMER COMPLAINTS OR DISCIPLINARY PROCEEDINGS
a. Broker-Dealer and General Agent will promptly notify Distributor and
Liberty Life of any customer complaint or notice of any regulatory
investigation or proceeding received by Broker-Dealer, General Agent, or
their respective affiliates relating to the Distributor, Liberty Life, any
associated person of Distributor or Liberty Life, or the Contracts, or any
or threatened or filed arbitration action or civil litigation arising out
of solicitation of the Contracts.
b. Broker-Dealer and General Agent shall cooperate with Distributor and
Liberty Life in investigating and responding to any such complaint,
regulatory investigation or proceeding, arbitration, or civil litigation,
and in any settlement or trial of any actions arising out of the conduct of
business under this Agreement.
c. Any response by Broker-Dealer or General Agent to an individual customer
complaint will be sent to Liberty Life and Distributor for approval not
less than five (5) business days prior to it being sent to the customer,
except that if a more prompt response is required, the proposed response
may be communicated by telephone, facsimile or in person.
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11. INDEMNIFICATION
a. Broker-Dealer and General Agent, jointly and severally, shall indemnify and
hold harmless Liberty Life, Distributor, and their respective affiliates,
officers, directors, employees and agents against any and all loss, claim,
damage, liability or expense (including reasonable attorneys' fees), joint
or several, insofar as such loss, claim, damage, liability or expense
arises out of or is based upon any breach of this Agreement, any applicable
law or regulation, or any applicable rule of any self-regulatory
organization, by Broker-Dealer, General Agent, and/or any of the Agents.
This indemnification will be in addition to any liability which the
Broker-Dealer and General Agent may otherwise have.
b. Liberty Life and Distributor, jointly and severally, shall indemnify and
hold harmless Broker-Dealer, General Agent, and their respective
affiliates, officers, directors, employees and agents against any and all
loss, claim, damage, liability or expense (including reasonable attorneys'
fees), joint or several, insofar as such loss, claim, damage, liability or
expense arises out of or is based upon any breach of this Agreement, by
Liberty Life or the Distributor. This indemnification will be in addition
to any liability which Liberty Life and the Distributor may otherwise have.
12. ASSOCIATED INSURANCE AGENCY
Broker-Dealer and General Agent represent that they are in compliance with the
terms and conditions of no-action letters issued by the staff of the SEC with
respect to non-registration as a broker-dealer of an insurance agency associated
with a registered broker-dealer. Broker-Dealer and General Agent shall notify
Distributor immediately in writing if Broker-Dealer and/or such Agency fail to
comply with any such terms and conditions and shall take such measures as may be
necessary to comply with any such terms and conditions. If General Agent is the
same person as Broker-Dealer, this Paragraph 12 does not apply, and
Broker-Dealer shall undertake all the duties, responsibilities and privileges
under this Agreement.
13. FIDELITY BOND COVERAGE
Broker-Dealer represents that it and its directors, officers, employees, and
registered representatives are and shall be covered by a blanket fidelity bond,
issued by a reputable bonding company. This bond shall be maintained by
Broker-Dealer at Broker-Dealer's expense. Such bond shall be, at least, of the
form, type and amount required under the NASD Conduct Rules. Distributor may
require evidence, satisfactory to it, that such coverage is in force, and
Broker-Dealer shall give prompt written notice to Distributor of any
cancellation or change of coverage. Broker-Dealer assigns any proceeds received
from the fidelity bonding company to Liberty Life to the extent of its loss due
to activities covered by the bond, and to Distributor to the extent of its loss
due to activities covered by the bond. Failure to secure and maintain same shall
be grounds for immediate termination of this Agreement for cause.
14. CONFIDENTIALITY
Each party to this Agreement shall maintain the confidentiality of any client
list or any other proprietary information that it may acquire in the performance
of this Agreement and shall not use such information for any purpose unrelated
to the administration of the Contracts without the prior written consent of the
other parties.
15. TERMINATION
a. Any party may terminate this Agreement without cause upon thirty days
written notice to the other party at its last known business address.
b. This Agreement will terminate automatically if Broker-Dealer or General
Agent cease to have the requisite regulatory licenses.
c. This Agreement may be terminated by Liberty Life or Distributor for cause.
Termination for cause will become effective upon the mailing of a notice of
termination to Broker-Dealer's or General Agent's last known address, if
the reasons for the termination include conversion, fraud, embezzlement or
similar activity. Otherwise, a
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reasonable opportunity for cure will be provided, and the termination will
be effective at the end of the cure period unless the grounds for
termination have been corrected to Liberty Life's and Distributor's
satisfaction.
d. This Agreement may be terminated immediately for cause upon an event of
default. Such termination shall be deemed to occur as of the date
immediately preceding the event of default. An "event of default" shall
occur when (i) the first of Broker-Dealer or General Agent files for
bankruptcy, or financial or corporate reorganization under federal or state
insolvency law, resulting in an impairment of such person's ability to
perform the services contemplated herein; or (ii) applicable laws or
regulations prohibit Broker-Dealer or General Agent from continued
marketing of the Contracts.
e. Failure of Liberty Life and/or Distributor to terminate this Agreement upon
knowledge of a cause shall not constitute a waiver of the right to
terminate at a later time for such cause. If this Agreement is terminated
for cause with no opportunity to cure as described above, all rights to
compensation which might otherwise be payable under this Agreement shall
cease and Broker-Dealer's right, title and interest in and to such
commissions and compensation shall be forever barred. If the parties
litigate this provision of the Agreement, the unsuccessful litigant shall
pay to the successful litigant all costs and expenses, including attorneys'
fees and court costs, incurred by the successful litigant at trial and on
appeal.
f. No provision of this Agreement shall continue in force after any
termination, other than Paragraphs 5, 10, 11, 14, 16, and 18.
16. ASSIGNMENT
This Agreement, or any compensation due hereunder, may not be assigned by any
party except by mutual consent of all other parties.
17. AMENDMENTS
Except as stated in Paragraph 9.a., no amendment to this Agreement will be
effective unless it is in writing and signed by all the parties hereto.
18. BOOKS AND RECORDS
a. General Agent shall maintain such books and records concerning the
activities of the Agents as may be required by the appropriate insurance
regulatory agencies that have jurisdiction and that may be reasonably
required by Distributor to reflect adequately the Contracts business
processed through General Agent. Broker-Dealer represents that it maintains
and shall maintain appropriate books and records concerning the activities
of the Agents as are required by the SEC, the NASD and other agencies
having jurisdiction and that may be reasonably required by Distributor to
reflect adequately the Contracts business processed through Broker-Dealer.
General Agent and Broker-Dealer shall make such books and records available
to Distributor and/or Liberty Life at any reasonable time upon written
request by Distributor or Liberty Life.
b. The parties shall promptly furnish each other any reports and information
that another party may reasonably request for the purpose of meeting its
reporting and recordkeeping requirements under the insurance laws of any
state, under any applicable federal or state securities laws, rules or
regulations, or under the rules of the NASD.
19. NOTICE
a. In the event of sale, transfer or assignment or a controlling interest in
Broker-Dealer or General Agent, notice shall be provided in writing to
Distributor no less than thirty days prior to the closing date.
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b. All notices to Liberty Life and Distributor under this Agreement shall be
given in writing and addressed as follows:
Liberty Life Distributors LLC Liberty Life Assurance Company of Boston
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President
Copy to:
Liberty Life Assurance Company of Boston
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇, Vice President and Assistant General Counsel
All notices to Broker-Dealer and General Agent shall be mailed to their
respective address shown on the signature page or to such other person as
they may designate in writing. All notices shall be either hand delivered
or transmitted by certified United States mail, return receipt requested,
and shall be effective upon delivery.
20. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
21. CONSTRUCTION
This Agreement shall be subject to the provisions of the 1934 Act and, to the
extent applicable, the 1940 Act and the rules, regulations and rulings
thereunder and of the NASD, from time to time in effect, including such
exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be
interpreted and construed in accordance therewith.
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22. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
BROKER-DEALER MASTER GENERAL AGENT
____________________________ ______________________________
Name Name
____________________________ ______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
____________________________ ______________________________
City, State & Zip City, State & Zip
By: ________________________ By: __________________________
Title: _____________________ Title: _______________________
LIBERTY LIFE ASSURANCE COMPANY LIBERTY LIFE DISTRIBUTORS LLC
OF BOSTON
By: ________________________ By: __________________________
Title: _____________________ By: __________________________
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EXHIBIT A
General Letter of Recommendation
The General Agent hereby certifies to Liberty Life that all the following
requirements will be fulfilled in conjunction with the submission by General
Agent of appointment papers for all applicants to become agents of Liberty Life
("Applicants"). The General Agent will, upon request, forward proof of
compliance with same to Liberty Life in a timely manner.
1. We have on file the appropriate state insurance department licensing
form and a Form U-4 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.
2. We have made a thorough and diligent inquiry and investigation relative
to each Applicant's identity, residence, business reputation, and experience 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 as a variable
contract agent of Liberty Life. This inquiry and background investigation has
included a credit and criminal check on each Applicant. Based upon our
investigation, we vouch for each Applicant and certify that each individual is
trustworthy, competent and qualified to act as an agent for Liberty Life and
hold himself out in good faith to the general public.
3. We certify that all educational requirements have been met for the
specific state in which each Applicant is requesting a license and that all such
persons have fulfilled the appropriate examination, education and training
requirements.
4. We hereby warrant that the Applicant is not applying for a license with
Liberty Life in order to place insurance chiefly or solely on his or her life or
property or on the lives, property or liability of relatives or associates.
5. We certify that each Applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all risks
written by these Applicants, to the end that the insurance interest of the
public will be properly protected.
6. We will not permit any Applicant to transact insurance as an agent until
duly licensed and appointed by Liberty Life. 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.
EXHIBIT B
Statement in Support of IMSA Principles and Code
Liberty Life's Statement in Support of the
Principles and Code of Ethical Market Conduct
of the Insurance Marketplace Standards Association
--------------------------------------------------
Each life insurance company subscribing to these principles commits itself
in all matters affecting the sale of individually sold life and annuity
products:
1. To conduct business according to high standards of honesty and fairness
and to render that service to its customers which, in the same
circumstances, it would apply to or demand of itself.
2. To provide competent and customer-focused sales and service.
3. To engage in active and fair competition.
4. To provide advertising and sales materials that are clear as to purpose
and honest and fair as to content.
5. To provide for fair and expeditious handling of customer complaints and
disputes.
6. To maintain a system of supervision and review that is reasonably
designed to achieve compliance with these Principles of Ethical Market
Conduct.
EXHIBIT C
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Contracts and Compensation Schedule
This schedule is attached to and made a part of the most current executed
Broker-Dealer and General Agent Selling Agreement (the "Agreement") between and
among Liberty Life Assurance Company of Boston ("Liberty Life"), Liberty Life
Distributors LLC ("Distributor"), ____________________ ("Broker-Dealer") and
_______________ ("General Agent").
The compensation for the variable life insurance and annuity products (the
"Contracts") referred to in the Agreement is as follows:
FOR SINGLE PAYMENT VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS, written on Form
SPV-9890 and SPV-9891, and any variations of these forms as may be required by
insurance regulatory authorities:
1. New Business Commission and Expense Reimbursement Allocation:
Selling Broker-Dealer shall receive commissions of [7]% of the initial
Payment [and an expense reimbursement allowance of [0.15]% annually of
the unloaned Account Value] for each Contract for which Broker-Dealer
is the broker-of-record.
However, no compensation shall be paid on Payment received from a Contract owner
when an existing life insurance or annuity contract issued by Liberty Life on
the same life has lapsed, been terminated or surrendered, been continued on a
nonforfeiture option, or been changed, modified or converted in any manner
within six months of the date of the application for the new Contract or twelve
months after the issue date of the new Contract, except to the extent that the
first year's annualized premium for the new Contract exceeds the first year's
annualized premium from the existing contract.
2. Return of Compensation in Specified Circumstances
The following rules regarding "chargebacks" shall apply in connection with
the offer and sale of Contracts under this Agreement:
a. In the event that:
i. a Payment is returned because Liberty Life rejects the
application for the Contract under which such Payment has been paid or
because the Payment, or the related application, is not timely received by
Liberty Life as required herein, or a refund is made because a purchaser
exercises his or her free look right under a Contract; or
ii. within the first twelve months after the date on which a
Contract was issued, the purchaser surrenders the Contract, or otherwise
rescinds the Contract, or the Contract lapses;
then, in any such event, Broker-Dealer shall not be entitled to any compensation
with respect to such Contract, and any and all compensation previously received
by Broker-Dealer based on all Payments paid into the Contract shall be repaid to
Distributor, and Broker-Dealer shall pay any loss incurred as a result of a
Payment being returned which was not timely received or for which an application
was not timely received by Liberty Life.
b. If and to the extent that any loans or partial withdrawals are made
with respect to any Contract during the first year after issuance, the
compensation due to Broker-Dealer shall be recomputed as though the amount of
the loan or partial withdrawal had never been paid as a Payment.
c. If and to the extent that a Contract is exchanged for another
contract during the first policy year of the Contract, the compensation due to
Broker-Dealer shall be recomputed as though the Contract had never been issued.
Distributor shall have the right to collect from Broker-Dealer or to withhold
from future payments of compensation due to Broker-Dealer under this Agreement
an amount equal to any reduction in compensation effected by this Exhibit C, to
the extent permitted by applicable law; provided, however, that this option on
the part of Distributor shall not prevent both Distributor and Broker-Dealer or
either of them from pursuing any other means or remedies available to them to
recover such compensation. Distributor agrees to notify Broker-Dealer and
General Agent within thirty days after it receives notice from Liberty Life of
any premium refund or commission chargeback. For purposes of this Exhibit C, the
payment of a death benefit pursuant to the terms of a Contract shall not be
deemed a surrender or rescission by a purchaser.
Sellcon4