Exhibit 1.(3)(b)
CORPORATE OWNED VARIABLE UNIVERSAL
LIFE INSURANCE CONTRACT
BROKER-DEALER SELLING AGREEMENT
This Agreement, dated ____________________, 19____, is by and among
_______________________________________________________ (individually
"Broker/Dealer") and ___________________________________________________
(individually "Insurance Agency"), (or collectively "Broker/Dealer,") Great-West
Life & Annuity Insurance Company ("Insurer") and BenefitsCorp Equities, Inc., a
registered Broker/Dealer ("Distributor").
WHEREAS, This Agreement is entered to arrange for the distribution of
certain corporate owned variable universal life insurance ("COLI VUL") contracts
(the "Contracts"), issued by Insurer and underwritten by Distributor, through
sales people who are licensed agents of the Insurance Agency and Registered
Representatives of the Broker/Dealer (collectively referred to as "Registered
Representatives").
WHEREAS, Broker/Dealer hereby represents that it is, or is affiliated
with an entity which is, registered as a Broker/Dealer with the Securities and
Exchange Commission ("SEC") and which is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD");
WHEREAS, Broker/Dealer is affiliated with Insurance Agency which is
licensed as a life insurance agency under the insurance laws of the various
states in which it operates.
NOW THEREFORE, In consideration of the mutual promises and covenants
contained in this Agreement, Insurer and Distributor appoint those persons who
are Registered Representatives of Broker/Dealer and licensed agents of Insurance
Agency to solicit and procure applications for the COLI VUL Contracts, which are
or will be properly registered under the Securities Act of 1933, as amended and
are offered in connection with a unit investment trust which is registered under
the Investment Company Act of 1940, as amended. Broker/Dealer is authorized to
offer and sell the Contracts subject to the following conditions:
A. Scope of Appointment
1. This appointment is not deemed to be exclusive in any manner
and only extends to those jurisdictions in which the Contracts
have been approved for sale and in which Broker/Dealer,
Insurance Agency and their Registered Representatives are
properly licensed and appointed.
2. Applications shall be taken only on the application forms
supplied by Insurer. All completed applications, supporting
documents and initial and subsequent payments are the sole
property of Insurer and must be remitted immediately upon
execution or payment to Insurer at such address as it may
designate from time to time. All applications are subject to
acceptance by Insurer in its sole discretion.
3. Broker/Dealer agrees that it will not act as the collector of
deposits, transfers, or rollovers from other insurance
carriers, banks, trusts, savings institutions, or other
financial institutions, or of other amounts to be deposited to
the Contracts.
4. Broker/Dealer further agrees that if, on occasion, it receives
such deposits under the Contract, the full amount of such
deposits shall be immediately remitted to Insurer without
reduction.
B. Registered Representatives
1. Broker/Dealer is authorized to recommend Registered
Representatives for appointment with Insurer to solicit sales
of the Contracts. Further, Broker/Dealer warrants that each
such person recommended for appointment is fully licensed
under the applicable state insurance and securities laws and
is a duly Registered Representative of Broker/Dealer.
2. Broker/Dealer is responsible for such supervision of its
Registered Representatives which will enable Broker/Dealer to
ensure that its Registered Representatives are in compliance
with applicable federal and state securities and insurance
laws, rules, regulations and statements of policy promulgated
thereunder as may apply to the Contracts. Broker/Dealer is
responsible for conducting all background investigations which
may be required by law or regulation and represents that its
Registered Representatives have all the necessary licenses to
transact business.
C. Sales Materials
1. Broker/Dealer shall cause its officers, employees and
Registered Representatives not to use any sales material or
information, including but not limited to written, audio, or
video sales material, or offering documents, unless such
material has been provided or approved in writing by Insurer
or Distributor.
2. Broker/Dealer shall cause its officers, employees and
Registered Representatives not to use any sales material or
information, including but not limited to written, audio, or
video sales material, or offering documents, unless such
material has been approved in writing by the NASD, as
required, if such materials were not provided by Insurer or
Distributor and copies of such materials will be submitted to
the Insurer and Distributor pursuant to Section C.1. above for
their approval.
3. In accordance with the requirements of law and regulations,
Broker/Dealer shall maintain complete records indicating the
manner, date and extent of distribution of any such
solicitation material. Such records and material shall be made
available to appropriate regulatory agencies as required by
law or regulation. Broker/Dealer shall hold Insurer,
Distributor and their affiliates and agents harmless from any
liability arising from the use of any material which has not
been specifically approved by Insurer, Distributor and/or
NASD, as applicable, in writing, or which is used in a manner
inconsistent with Insurer's or Distributor's approval.
4. Broker/Dealer, its officers, employees, and Registered
Representatives are not authorized to make any other
representations concerning the Contracts except those
contained in the then-current offering materials and/or sales
materials issued and/or approved by Insurer or Distributor.
5. Insurer and Distributor will use reasonable effort to provide
to Broker/Dealer and its Registered Representatives
information and marketing assistance, including reasonable
quantities of advertising materials, sales literature,
reports, and current offering documents for the Contracts. All
material provided by Insurer or Distributor to Broker/Dealer
under this Agreement shall remain property of Insurer or
Distributor and upon termination, any materials in the
possession of Broker/Dealer or its Registered Representatives
shall be returned promptly to Insurer or Distributor or at
Insurer's or Distributor's request, shall be properly
disposed.
D. Broker/Dealer and Insurance Agency Compliance
1. Broker/Dealer is a Broker/Dealer registered with the SEC and a
member in good standing of the NASD and shall comply fully
with the rules of conduct of the NASD and all other applicable
laws, rules and regulation, including insurance laws,
applicable to the transactions hereunder.
2. Insurance Agency is properly registered and licensed in all
jurisdictions in which the Contracts will be sold and shall
comply fully with all laws, rules and regulations applicable
to the transactions hereunder.
3. Broker/Dealer and/or Insurance Agency shall establish forms,
procedures, supervisory and inspection techniques necessary to
supervise the activities of their Registered Representatives.
Upon request by Distributor or Insurer, Broker/Dealer and/or
Insurance Agency shall furnish appropriate records as are
necessary to establish diligent supervision.
4. In the event that Broker/Dealer uses an affiliated entity to
satisfy the Broker/Dealer requirements pursuant to permission
granted by a no-action letter issued by the SEC, such
affiliated Broker/Dealer shall countersign this Agreement and
shall be bound hereby and a copy of such no action letter
shall be attached to this Agreement as an Exhibit.
E. Recordkeeping
1. Broker/Dealer is responsible for preparation and maintenance
of full and accurate records of the business transacted by its
Registered Representatives under this Agreement. Insurer and
Distributor shall have the right to examine Broker/Dealer's
records at reasonable times.
F. Commissions
1. Insurer shall pay commissions to Distributor for the sales of
the Contracts as defined therein. Distributor will pay a
commission to Broker/Dealer for those sales of the Contract
procured by Broker/Dealer as described in Exhibit A.
2. Broker/Dealer shall not be entitled to an agrees to return to
Distributor any commissions paid in connection with the
Contracts if a Contract owner elects to terminate the Contract
in accordance with any Free-Look Provision, if any or under
any other applicable state or federal law or regulation or
NASD rule or policy.
G. Indemnification
1. Broker/Dealer agrees to hold harmless and indemnify
Distributor and Insurer and their respective officers,
directors, agents and affiliates from any and all claims,
direct or indirect liabilities, losses and expenses which any
such party may incur (including attorney's fees) resulting
from:
(a) requests, directions, actions or initiations of
Broker/Dealer and/or its officers, employees, or
Registered Representatives, or
(b) Any alleged true or untrue statement made by
Broker/Dealer, its officers, employees, or Registered
Representatives, unless such statement is contained
in the offering or sales materials provided by
Distributor or Issuer for the Contract, or
(c) The failure of Broker/Dealer, its officers,
employees, or Registered Representatives to comply
with any provision of this Agreement, or
(d) Any negligent, intentional or fraudulent act,
omission or error of Broker/Dealer, its officers,
employees or Registered Representatives relating to
the solicitation, sale or servicing of the Contract,
or
(e) Any violation of any federal or state law,
regulation, or ruling, or of any violation of any
other applicable rules or regulation arising from an
act or error of Broker/Dealer, its officers,
employees or Registered Representatives.
2. Insurer and Distributor agree to hold harmless and indemnify
Broker/Dealer and its Registered Representatives from any and
all claims, direct or indirect liabilities, losses and
expenses which any such party may incur (including attorney's
fees) resulting from:
(a) Any negligent, intentional or fraudulent act,
omission, or error of Insurer or Distributor, their
officers, employees or affiliates in the solicitation
or servicing of the Contract, or
(b) Any act or error of Insurer or Distributor, their
officers, employees or affiliates which is in
violation of any federal or state law, regulation, or
ruling or of any violation of any other applicable
rules or regulation.
(c) Any false or materially misleading statement or
omission in any Contract prospectus or registration
statement, if Broker/Dealer relied upon such
statement or omission and such statement or omission
is the basis of the Broker/Dealer's liability.
H. Fidelity Bond
1. Broker/Dealer represents that all its directors, officers,
employees and Registered Representatives who are licensed or
appointed pursuant to this Agreement are and will continue to
be covered by a blanket fidelity bond including coverage for
larceny, embezzlement and other defalcations, issued by a
reputable bonding company. This bond shall be maintained at
Broker/Dealer's expense. Such bond shall be at least
equivalent to the minimum coverage required under the NASD
Rules, and will be endorsed, as necessary, to extend coverage
to variable contract transactions. Broker/Dealer acknowledges
that, from time to time, Insurer may require evidence that
such coverage is in force and Broker/Dealer shall promptly
give notice to Insurer of any notice of cancellation or change
of coverage.
2. Broker/Dealer assigns any proceeds received from the fidelity
bond company to Insurer or Distributor, as applicable, to the
extent of Insurer's or Distributor's loss caused by activities
covered by the bond. If there is any deficiency, Broker/Dealer
shall pay Insurer or Distributor, as applicable, that amount
promptly on demand and Broker/Dealer indemnifies and holds
harmless Insurer and/or Distributor from any deficiency and
from the costs of collection.
I. Limitation of Authority
1. The Contract forms are the sole property of Insurer. No person
other than Insurer has the authority to make, alter or
discharge any policy, contract, certificate, supplemental
contract or form issued by Insurer. Insurer may make such
changes as it deems advisable in the conduct of its business
or discontinue at any time issuing any of its forms or
contracts and no liability to the Broker/Dealer will attach to
Insurer or Distributor by reason of Insurer so doing.
2. No person other than Insurer has the right to waive any
provision with respect to the Contract.
3. No person other than Insurer or Distributor, as applicable,
has the authority to enter any proceeding in a court of law or
before a regulatory agency in the name of or on behalf of
Insurer or Distributor.
J. Cooperation
1. Broker/Dealer agrees to notify Insurer and Distributor
promptly of any change of address or of any written complaint
by any Contract owner, state insurance department, or other
regulatory or oversight agency, litigation or other legal
proceeding, whether criminal or civil, with respect to the
Contract(s), brought against it, its officers, employees or
Registered Representatives, by any person, including
regulatory agencies of any state or the federal government.
2. Insurer and Distributor will notify Broker/Dealer promptly of
any written complaint by any Contract owner, state insurance
department, or other regulatory or oversight agency,
litigation or other legal proceeding, whether criminal or
civil, with respect to the Contract(s), brought against them,
their officers, employees or affiliates, by any person,
including regulatory agencies of any state or the federal
government.
3. Broker/Dealer, its directors, officers, employees and
Registered Representatives shall cooperate with Insurer and
Distributor in the investigation and settlement of any or all
claims against Broker/Dealer, its officers, directors,
employees and Registered Representatives relating to the
solicitation or sale of Contracts under this Agreement.
Broker/Dealer shall promptly forward to Insurer and
Distributor any notice or other relevant information which may
come into Broker/Dealer's possession.
K. General Provisions
1. Failure of any of the parties to insist upon strict compliance
with any of the obligations of another party under this
Agreement shall not be deemed to constitute a waiver of the
right to enforce strict compliance.
2. Broker/Dealer and its Registered Representatives are
independent contractors and not employees of or subsidiaries
of or affiliated with Distributor or Insurer.
3. No assignment of this Agreement or of any commissions or any
other payments under this Agreement shall be valid without the
prior written consent of Insurer and/or Distributor.
4. Any notice pursuant to this Agreement shall be mailed, postage
paid, to the address listed on the last page of this Agreement
unless changed in writing by the applicable party.
5. To the extent this Agreement may be in conflict with any
applicable law or regulation, this Agreement shall be
construed in a manner not inconsistent with such law or
regulation. The invalidity or illegality of any provision of
this Agreement shall not be deemed to affect the validity or
legality of any other provision of this Agreement.
6. This agreement may be amended in writing signed by all parties
to this Agreement, except that this Agreement may be amended
by notification from Insurer or Distributor and applications
submitted by Broker/Dealer or its Registered Representatives
following such notification shall be deemed to be an
acceptance of such amendments.
7. This Agreement may be terminated immediately by any party upon
written notice.
8. This Agreement shall be construed in accordance with the laws
of the State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth above.
BROKER/DEALER
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Address: Address:
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By: _________________________ By: ____________________________
Name: _______________________ Name: __________________________
Title: ______________________ Title: _________________________
Date: _______________________ Date: __________________________
Great-West Life & Annuity BenefitsCorp Equities, Inc.
Insurance Company ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
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By: __________________________ By: __________________________
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________