SELLING AGREEMENT
FOR
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
VARIABLE ANNUITIES
This SELLING AGREEMENT ("Agreement") is entered into as of ("Effective Date") by
and between American Enterprise Life Insurance Company ("Company"), American
Express Financial Advisors Inc. ("Distributor", together with Company, "American
Express"), GA [(or its affiliated insurance agencies who have executed an
Affiliate Participation Agreement attached as Exhibit B ("Affiliates") and are
identified on Exhibit A] ("Selling Agent") and Broker-Dealer
("Broker-Dealer").
Recitals
The purpose of this Agreement is to establish the terms and conditions under
which Selling Agent and Broker-Dealer (referred to and defined further in
Section 1.9 herein as "Authorized Selling Firm") will market and sell Company's
variable annuities. American Express and Authorized Selling Firm intend that
Authorized Selling Firm will be responsible for managing and supervising the
marketing and sales of Company's variable annuities by its Producers pursuant to
this Agreement.
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
1.2 "Selling Agent" is an insurance agency or an Affiliate duly
licensed or otherwise qualified as an insurance agency, which,
either itself or through Producers who are its employees or
independent contractors, solicits and sells Products to the
general public.
1.3 "Broker-Dealer" is an entity duly registered as a broker-dealer
with the Securities and Exchange Commission ("SEC"), the
National Association of Securities Dealers ("NASD"), and states
where required. Selling Agent may also be the Broker-Dealer if
properly registered as a broker-dealer.
1.4 "Producer" is a duly licensed individual who sells Products as
an employee or independent contractor of Selling Agent and who
is appropriately registered with the NASD.
1.5 "Products" are those variable annuity products issued by Company
which will be marketed or sold by Selling Agent, Broker-Dealer
and their Producers under this Agreement, and which are set
forth in Exhibit A and its Addenda attached hereto.
1.6 "Replacement" is the sale of a Product which is funded by the
annuity purchaser with money obtained from the liquidation of
another life insurance policy or annuity contract issued either
by Company or by any other life insurance company.
1.7 "Territory" is any of the 48 of the 50 United States (all states
other than New York and New Hampshire), the District of Columbia
and includes any other jurisdiction in which Selling Agent is
permitted to market and sell the Products through Producers, and
which jurisdictions are listed on Exhibit A, as amended from
time to time.
1.8 "Company Rules" mean the written instructions, bulletins,
manuals, and Agent Guide as defined in Section 4.4.14 and
underwriting guides provided by the by the Company.
1.9. "Authorized Selling Firm" means the Broker-Dealer and Selling
Agent with respect to the sale of Products under this Agreement
in accordance with the terms and conditions of the SEC no-action
letter First of America Brokerage Service, Inc. (dated Sept. 28,
1995).
2. TERM OF AGREEMENT.
2.1 This Agreement shall remain in effect beginning upon the
Effective Date, until such time it is terminated pursuant to
Section 9 "Termination."
3. APPOINTMENT AND AUTHORIZATION OF SELLING AGENT AND BROKER-DEALER.
3.1 Appointment and Authorization of Selling Agent and
Broker-Dealer. Company and Distributor hereby appoint and
authorize Selling Agent and Broker-Dealer to solicit sales of
and sell Products in accordance with the terms and conditions of
this Agreement as an Authorized Selling Firm, and Selling Agent
and Broker-Dealer hereby accept the appointment and
authorization. These two appointments, taken together,
constitute the appointment of Authorized Selling Firm.
Authorized Selling Firm's authority will be nonexclusive, and
will be limited to the performance of the services and
responsibilities set forth in this Agreement.
3.2 Selection and Appointments of Affiliates. No Affiliate shall be
authorized to act as such until the Affiliate has executed a
Participation Agreement and Company has authorized Affiliate to
act as such.
4. DUTIES, OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM.
Commencing on the Effective Date, Authorized Selling Firm will
faithfully perform all of Authorized Selling Firm's duties within the
scope of the agency relationship created under this Agreement to the
best of Authorized Selling Firm's knowledge, skill and judgment. As
Authorized Selling Firm, Selling Agent and Broker-Dealer shall be
jointly and severally responsible and liable to American Express for the
faithful performance of all obligations and duties except those which
this Agreement specifically identifies as duties of Broker-Dealer.
Authorized Selling Firm's duties shall include, but not be limited to
the following:
4.1 Recruitment of Producers. Authorized Selling Firm may recruit
Producers to sell under the supervision of Authorized Selling
Firm. A Producer so recruited may not solicit or sell Products
prior to acquiring any required state insurance license(s) in
the state(s) where such Producer will solicit and sell Products;
being registered with the NASD as a representative of the
Broker-Dealer; being appointed by Company as an agent; and
completing the training described in Section 4.4.14.
4.1.1. Background checks; Warranties. Authorized Selling Firm
is responsible for performing background checks on its
Producers. Authorized Selling Firm warrants that such
background check reports of Producers will comply with
all applicable regulations of the departments of
insurance and securities in the states in which said
Producers will solicit and sell Products, and with the
requirements of the NASD. Authorized Selling Firm
further warrants and guarantees that copies of such
background check reports will be made available in a
timely manner to any regulator who may request them from
Company, and that Company will receive confirmation that
such materials have been timely delivered to any such
regulator. Company will not require copies of the
reports themselves, but only the assurance that they
have been timely delivered as requested by such
regulator, unless such reports relate or may relate to a
customer inquiry or complaint about the Product or its
sale, or unless such report relates to Company's
internal investigation of a Producer's sales practices
as regard the Products. Authorized Selling Firm further
agrees that it will provide to Company a copy of their
respective procedures and requirements for background
checks to Company upon request, but Company is entitled
to rely on Authorized Selling Firm for compliance with
regulations as shown above even without actually making
such a demand. The provisions of this Section 4.1.1 do
not apply to Authorized Selling Firms who are selling
Products in the states of Alabama and Mississippi. In
those states, Company retains the right to conduct
background checks on Producers at Company's own
initiative and expense.
4.2 Licensing, Registration and Appointment of Selling Agents and
Producers. Selling Agent shall be responsible for the
preparation and submission of proper appointment and licensing
forms and the assurance that all Producers recruited by
Authorized Selling Firm are appropriately licensed as insurance
agents in the state(s) where such Producers will solicit and
sell Products. Broker-Dealer shall be responsible for the
preparation and submission to the NASD of proper representative
registration forms and the assurance that all Producers are
properly registered as representatives of Broker-Dealer with the
NASD. Authorized Selling Firm shall recommend Producers for
appointment with Company, but Company shall retain sole
authority to make appointments and may, by written notice to
Authorized Selling Firm, refuse to permit any Producer to
solicit contracts for the sale of the Products.
4.3 Compliance with Company Policies and Applicable Laws. Authorized
Selling Firm will comply with all Company Rules and with all
applicable federal and state laws and regulations.
4.4 Supervision and Administration. Authorized Selling Firm shall
have full, joint and several responsibility for the training and
supervision of all of its Producers who are engaged directly or
indirectly in the offer or sale of the Products, and all such
Producers shall be subject to the control of Authorized Selling
Firm with respect to their securities and insurance regulated
activities in connection with the Products. Authorized Selling
Firm shall be responsible for all acts or omissions of
Producers. Selling Agent's supervisory and administrative
responsibilities include, but are not limited to:
4.4.1 ensuring that Producers comply with Company Rules and
all federal and state laws and regulations applicable to
the Products;
4.4.2 training Producers prior to allowing a Producer to sell
a Product in accordance with Section 4.4.14;
4.4.3 providing advice and assistance to Producers with regard
to marketing and advertising of Products, and ensuring
that no advertising is used unless approved by Company
in accordance with Section 4.9, "Approved Advertising."
4.4.4 supplying sales literature and application forms
approved by Company to Producers;
4.4.5 ensuring that any sales literature or advertising used
on or from the premises of a financial institution be:
(a) revised to include the disclosure required by
the financial institution regulatory agencies
and the NASD;
(b) delivered by the Producer to the prospective
customer; and
(c) submitted to and approved by Company and/or
Distributor in accordance with Section 4.9
"Approved Advertising" prior to first use;
4.4.6 assisting Producers in responding to customer inquiries;
4.4.7 promptly delivering to Producers relevant Company
communications and Company Rules concerning Products,
such as changes in rates, regulatory notices or new
Product announcements;
4.4.8 ensuring that Producers:
(a) submit premium payments directly and immediately
to Company in accordance with Section 4.5,
"Collection and Submission of Premiums";
(b) deliver Products to purchasers on a timely
basis;
(c) document transactions, including the fact of
delivery, and maintain any other documentation
reasonably requested by Company;
(d) have obtained and will continuously maintain the
required state insurance licenses in the state
where such Producers will solicit and sell
Products; and
(e) have been appointed by Company in accordance
with the laws of the state in which the sale(s)
occur and the customer resides;
4.4.9 on all Replacement sales, ensuring that Producers
provide sufficient information to prospective annuity
contract-holders as to the suitability of the
Replacement sale. Such information includes but may not
be limited to:
(a) the amount of the surrender charge to be
incurred on the investment to be liquidated;
(b) all fees and possible charges, such as surrender
charges, on the new investment;
(c) any change in the investment risk to the
prospective annuity contract-holder;
(d) any change in the nature or the provider of any
guarantees associated with the Product and/or
the surrendered product;
(e) any changes in the expenses associated with the
Product and/or the surrendered product;
All such information, even on life-insurance-to-annuity
transactions which will necessarily be declined, will be
retained by Selling Agent for seven years counting from
the date of the initial solicitation, whether or not the
Product was ever sold, and will be made available to
Company as is shown in Section 4.8, "Accurate Record;
Audit," herein.
4.4.10 timely obtaining and maintaining all required state
insurance licenses, and notifying Company if any Selling
Agent or Producer fails to maintain the required state
insurance license or becomes inactive;
4.4.11 promptly informing Company of any violation of law or
Company Rules by Authorized Selling Firm or Producer, or
of any allegation by an annuity contract-holder or
regulatory agency of wrongdoing as regards the
activities of Authorized Selling Firm, or a Producer
with respect to the Products; and
4.4.12 any other duties necessary or appropriate to perform
Authorized Selling Firm's obligations under this
Agreement.
4.4.13 Broker-Dealer will fully comply with and will ensure
Selling Agent's and Producers' compliance with the
requirements of the NASD, the SEC and all other
applicable federal and state laws, and, with Selling
Agent, will establish and maintain such rules and
procedures as may be necessary to cause diligent
supervision of the securities activities of Selling
Agent and Producers. Broker- Dealer's duties with
respect to Selling Agent's and Producers' securities
activities, include, but are not limited to:
(a) delivering to each person submitting an
application a prospectus to be furnished by
American Express in the form required by the
applicable federal laws or by the acts or
statutes of any applicable state, province or
country;
(b) ensuring that all sales literature or
advertising used by Authorized Selling Firm or
Producers hereunder concerning the Products or
Company or Distributor has been approved by
American Express.
(c) reviewing all Product applications for accuracy
and completeness, and to determine the
suitability of the sale;
(d) complying with all applicable requirements of
the Securities Exchange Act of 1934 ("1934 Act")
and the NASD, including the requirements to
maintain and preserve books and records pursuant
to Section 17(a) of the 1934 Act and the rules
thereunder and making such records and files
available to staff of American Express and
personnel of state insurance departments, the
NASD, SEC or other regulatory agencies which
have authority over American Express.
4.4.14. Authorized Selling Firm shall be responsible for
ensuring that their Producers who market and sell the
Products are trained on (i) the product specifications
and features, (ii) requirements that American Express
has adopted to satisfy insurance laws and regulations
regarding replacements, and (iii) standards that
American Express has established for Authorized Selling
Firms and their Producers to use in meeting their
respective duties to ensure suitable sales of the
Products (delivered together as the "Agent Guide")
before they begin to solicit or sell Products. If
Authorized Selling Firm chooses not to use the Agent
Guide in training their Representatives on (i), (ii) and
(iii), above then Authorized Selling Firm shall provide
to American Express its own form of training to be used
prior to the execution of this Agreement. After the
execution of this Agreement, to the extent that
Authorized Selling Firm uses training material related
to the sale of the Products that is materially different
from that contained in the Agent Guide or training
material other than provided to American Express in
accordance with the preceding sentence, Authorized
Selling Firm must provide that training material to
American Express. Authorized Selling Firm shall also be
responsible for assuring that its Producers comply with
Agent Guide, and the applicable suitability requirements
of the National Association of Securities Dealers, Inc.
("NASD"), and any state or federal law, as amended from
time to time, in selling the Products.
4.5 Collection and Submission of Premiums. American Express and
Authorized Selling Firm will agree which of the following
provisions will govern Authorized Selling Firm's duties related
to collection and submission of premiums, by specifying on
Exhibit A the applicable provision.
4.5.1 Check with Application. Authorized Selling Firm will
assure its Producers' collection and timely remittance
to Company of the premiums due on all Products as
specified herein. Company will receive premium payments
no later than the second business day after the
application has been signed by the customer.
4.5.2 Gross Sweep. Authorized Selling Firm will assure its
Producers' collection of the premiums due on all
Products and will timely account for such premiums,
directly depositing them into an account established by
Authorized Selling Firm for the benefit of Company, at a
bank approved by Company, and notifying Company
immediately of the gross receipts for the business day.
Upon receipt of notification from Authorized Selling
Firm, Company will sweep the settlement account.
Additional specific procedures governing movement of
money pursuant to this paragraph will be established by
Authorized Selling Firm and Company and will become part
of the Company Rules.
4.6 Solicitation. Authorized Selling Firm, through Producers, will
solicit applicants who appear to meet Company's and
Distributor's underwriting and suitability standards, provided
that nothing in this Agreement shall be deemed to require
Authorized Selling Firm to solicit any particular customer's or
customers' applications for an annuity.
4.7 Company Property. Authorized Selling Firm will safeguard,
maintain and account for all policies, forms, manuals,
equipment, supplies, advertising and sales literature furnished
to Authorized Selling Firm and Producers by American Express and
will destroy or return the same to American Express promptly
upon request.
4.8 Accurate Record; Audit. As required by applicable laws and
Company's policies and procedures, Authorized Selling Firm will
keep identifiable and accurate records and accounts of all
business and transactions effected pursuant to this Agreement.
Upon reasonable notice and at reasonable times, continuing
during a period of one year following the termination or
expiration of this Agreement, Authorized Selling Firm will
permit American Express to visit, inspect, examine, audit and
verify, at Authorized Selling Firms offices or elsewhere, any of
the properties, accounts, files, documents, books, reports, work
papers and other records belonging to or in the possession or
control of Authorized Selling Firm relating to the business
covered by this Agreement, and to make copies thereof and
extracts therefrom, provided that such audit shall not
unreasonably interfere with Authorized Selling Firm's normal
course of business.
4.9 Approved Advertising. No sales promotions, promotional
materials, or any advertising relating to Products or Company or
Distributor ("Sales Material") shall be used by Authorized
Selling Firm or Producers unless the specific item has been
approved in writing by Company and/or Distributor. Any
promotional material developed by Authorized Selling Firm will
become the sole property of American Express once approved. Any
modification of the promotional materials to enable the use of
such in a financial institution setting must also be approved in
accordance with this section.
4.10 Chargeback of Commissions. Selling Agent will be charged back
for Selling Agent's portion of commissions relating to certain
surrenders of annuity products as specified in Exhibit A and its
addenda, as amended from time to time.
4.11 Fidelity Bond. Authorized Selling Firm represents and warrants
that all directors, officers, employees and representatives of
Selling Agent who are appointed pursuant to this Agreement as
Producers for Company or who have access to funds of Company,
including but not limited to funds submitted with applications
for Products or funds being returned to owners, are and shall be
covered by a blanket fidelity bond, including coverage for
larceny and embezzlement, issued by a reputable bonding company
acceptable to Company. The bond shall be maintained by
Broker-Dealer at Broker-Dealer's and/or Selling Agent's expense.
Company may require evidence, satisfactory to it, that such
coverage is in force. Authorized Selling Firm shall give prompt
written notice to Company of cancellation or change of coverage.
4.12 Limitations. Authorized Selling Firm shall have no authority
with respect to American Express, nor shall it represent itself
as having such authority, other than as is specifically set
forth in this Agreement. Without limiting the foregoing, neither
Selling Agent nor Broker-Dealer shall, without the express
written consent of Company and/or Distributor, as applicable:
4.12.1 make, waive, alter or change any term, rate or condition
stated in any Company contract or Company or Distributor
approved form, or discharge any contract in the name of
Company;
4.12.2 waive a forfeiture;
4.12.3 extend the time for the payment of premiums or other
monies due Company;
4.12.4 institute, prosecute or maintain any legal proceedings
on behalf of Company or Distributor in connection with
any matter pertaining to Company's business, nor accept
service of process on behalf of Company or Distributor;
4.12.5 transact business in contravention of the rules and
regulations of any insurance department and/or other
governmental authorities having jurisdiction over any
subject matter embraced by this Agreement;
4.12.6 make, accept or endorse notes, or endorse checks payable
to Company or Distributor, or otherwise incur any
expense or liability on behalf of Company or
Distributor;
4.12.7 offer to pay or pay, directly or indirectly, any rebate
of premium or any other inducement not specified in the
Products to any owner or annuitant;
4.12.8 misrepresent the Products for the purpose of inducing an
annuity contract-holder in any other company to lapse,
forfeit or surrender his/her insurance therewith;
4.12.9 give or offer to give any advice or opinion regarding
the taxation of any customer's income or estate in
connection with the purchase of any Product;
4.12.10 enter into an agreement with any person or entity to
market or sell the Products without the written consent
of Company and Distributor;
4.12.11 use Company's or Distributor's names, logos, trademarks,
service marks or any other proprietary designation
without the prior written permission of Company; or
4.12.12 engage in any program designed to replace Products with
any annuity products of other companies, at any time
while this Agreement is in force; or provide data to any
other person or organization which would allow or
facilitate such replacement of Company's Products.
Nothing herein shall preclude the replacement of
Company's fixed annuity products with Company's own
variable annuity products, so long as such sales are
suitable and documented according to Section 4.4.9,
Replacement Sales. (See also Section 9.3, Post
Termination Limitations, and Section 11,
Confidentiality, generally.)
4.13 Wholesaling Services. Authorized Selling Firm shall receive
certain wholesaling services under this Agreement pursuant to a
Wholesaling Agreement entered into on , 1999, by American
Enterprise Life Insurance Company (the "Company"), American
Express Financial Advisors Inc. (the "Distributor") and Talbot
Financial Services, Inc. (the "Wholesaler").
5. COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.
5.1 Representations.
5.1.1 Company represents and warrants that (a) it is duly
incorporated in the state of Indiana and licensed in all
states in the Territory, and (b) that all Products and
Sales Material provided by Company or Distributor have
been filed with and approved by state insurance
departments in all states in the Territory and comply
with all applicable laws and regulations and rules of
the NASD.
5.1.2 Distributor represents and warrants that it is duly
registered as a broker-dealer with the SEC, the NASD,
all fifty states and the District of Columbia, and is
qualified to do business in all states in which Company
is licensed and qualified to do business.
5.1.3 Distributor and Company represent and warrant that
Company, as issuer and on behalf of the underlying
investment account(s), has registered the underlying
investment account(s) of the Products with the SEC as a
security under the Securities Act of 1933 ("1933 Act")
and as a unit investment trust under the Investment
Company Act of 1940.
5.1.4 Company represents and warrants that the prospectus(es)
and registration statement(s) relating to the Products
do not contain any untrue statements of material fact or
omission to state a material fact, the omission of which
makes any statement contained in the prospectus(es) and
registration statement(s) misleading.
5.1.5 Company represents and warrants that Company will meet
any requirements of the NASD and state departments of
insurance in the jurisdictions in which the Products are
available for sale regarding both the filing and
approval of Sales Material.
5.2 Prospectuses, Sales Literature and Advertising. American Express
will provide to Authorized Selling Firm, without any expense to
Authorized Selling Firm, prospectuses relating to the Products
and such other sales literature and advertising as American
Express determines is necessary or desirable for use in
connection with sales of the Products.
5.3 Transmission of Contracts for Delivery to Contract Owners.
Company will transmit contracts for Products directly to annuity
contract-holders.
5.4 Confirmations. Upon Company's acceptance of any payment for a
Product, Company as agent for Distributor will deliver to each
contract owner a statement confirming the transaction in
accordance with Rule 10b-10 under the 1934 Act.
5.5 Annuity Contract-holder Services. Company shall provide
administrative, accounting and other services to annuity
contract-holders as necessary and appropriate in the same manner
as such services are provided to Company's other annuity
contract-holders.
5.6 Reservation of Rights. Notwithstanding any other provision of
this Agreement or any other agreement between Company and/or
Distributor and Selling Agent and/or Broker-Dealer, Company
reserves the unconditional right to modify any of the Products
in any respect whatsoever or to suspend the sale of any Products
in whole or in part at any time and without prior notice.
Company reserves the unconditional rights to refuse to accept
applications procured by Authorized Selling Firm or Producers
which fail to meet underwriting or other standards of Company.
5.7 Company Rules. American Express shall provide Authorized Selling
Firm with Company Rules as soon as is practicable. All
revisions, modifications and replacements of such Company Rules
shall be provided by Company and Distributor to Authorized
Selling Firm promptly after issuance by Company and/or
Distributor.
6 COMPENSATION.
6.1 Compensation to Authorized Selling Firm. Company shall pay a
total commission on premiums collected pursuant to this
Agreement based on the rates of commission set forth on the
attached Exhibit A and its Addenda. No compensation shall be
paid unless all of the following conditions precedent have been
met to Company's satisfaction:
6.1.1 Licensing of Producer. Prior to the time of any
solicitation of a sale or a sale of a Product, the
Producer making such solicitation or sale shall be
licensed and appointed with Company in accordance with
the laws of the state(s) where the sale is being made
and the customer resides.
6.1.2 Licenses and Contracts. No person or entity, except
Producers satisfying the provisions of Section 6.1.1,
"Licensing of Producers," shall in any way share in any
commissions payable hereunder unless such person or
entity is licensed in accordance with the laws of the
state(s) in which the sale was made and the customer
resides; and unless such person or entity shall have
entered into an agreement with Selling Agent which
specifies such person or entity's rights and obligations
and which makes provision for payment, including
splitting, of commissions. Notwithstanding the preceding
sentence, in those states which permit payment of a
commission to an entity which is not licensed as an
insurance agency, Company will pay commissions to an
unlicensed entity which is a party to this Agreement,
but only after such entity has provided evidence
satisfactory to Company as to how Company may make such
payments in accordance with applicable state insurance
laws.
6.1.3 Alternative Payment Agreement. Only if shown on Exhibit
A attached hereto, Company may make commission payments
and debit commission chargebacks to Broker-Dealer, so
long as Broker-Dealer also has insurance licenses
appropriate for the sales of Products in affected
states. See also Section 4.10.
6.2 Charge Backs. Company has the right to charge back Selling Agent
for commissions paid in the event of certain surrenders of
annuity contracts as specified in Exhibit A and its Addenda.
6.3 Expenses. Except as otherwise provided in this Agreement, or
subsequently agreed to in writing by American Express,
Authorized Selling Firm will be responsible for all costs and
expenses of any kind and nature incurred by Authorized Selling
Firm in the performance of its duties under this Agreement.
6.4 Post Termination Compensation Obligations. Upon termination of
this Agreement, Company's obligation to pay commissions to
Selling Agent, or Producers shall immediately cease except that:
6.4.1 Company will pay commissions, as the same become due and
payable, upon Products for which the application has
been taken and the required premium has been collected
(or collectable from a third party) as of the date of
termination, and for which the Company subsequently
issues a policy.
6.4.2 Company will charge back against those commissions
identified in Exhibit A for surrenders of Products sold
by Authorized Selling Firm or Producers prior to the
termination of this Agreement. Company will invoice
Selling Agent unless Company and Selling Agent agree
upon another method of payment of such amounts.
6.4.3 Company shall pay commissions in accordance with
Addendum A, attached hereto, on all premiums collected
on Products issued prior to such termination.
7. INDEMNIFICATION.
7.1 Indemnification of Company. Authorized Selling Firm shall
indemnify, defend and hold harmless American Express, any of its
officers, directors and employees, from and against any and all
losses, claims, damages, liabilities, actions, costs or expenses
to which American Express, or any of its officers, directors and
employees, may become subject (including any legal or other
expenses incurred by it in connection with investigating any
claim against it and defending any action and, provided
Authorized Selling Firm will have given prior written approval
of such settlement or compromise, which consent will not be
unreasonably withheld or delayed, any amounts paid in settlement
or compromise) insofar as such losses, claims, damages,
liabilities, actions, costs or expenses arise out of or are
based upon:
7.1.1 The acts or omissions of Authorized Selling Firm or any
of its employees, agents or Producers while acting
(whether under actual or apparent authority, or
otherwise) on behalf of Authorized Selling Firm or
American Express in connection with this Agreement;
7.1.2 Any breach of any covenant or agreement made by
Authorized Selling Firm under this Agreement; or
7.1.3 The inaccuracy or breach of any representation or
warranty made by Authorized Selling Firm under this
Agreement.
This indemnification obligation shall not apply to the extent
that such alleged act or omission is attributable to American
Express either because (1) American Express directed the act or
omission, or (2) the act or omission by Authorized Selling Firm
or any of its employees, agents or Producers was the result of
their compliance with the Company Rules.
7.2 Indemnification of Selling Agent and Broker-Dealer. American
Express shall indemnify, defend and hold harmless Authorized
Selling Firm, any of its officers, directors and employees, from
and against any and all losses, claims, damages, liabilities,
actions, costs or expenses to which Authorized Selling Firm, or
any of its officers, directors and employees, may become subject
(including any legal or other expenses incurred by it in
connection with investigating any claim against it and defending
any action and, provided American Express will have given prior
written approval of such settlement or compromise, which consent
will not be unreasonably withheld or delayed, any amounts paid
in settlement or compromise) insofar as such losses, claims,
damages, liabilities, actions, costs or expenses arise out of or
are based upon:
7.2.1 The acts or omissions of American Express, or any
employee or agent of American Express, (excluding
Authorized Selling Firm or Producers) while acting
(whether under actual or apparent authority, or
otherwise) on behalf of Company in connection with this
Agreement;
7.2.2 Any breach of any covenant or agreement made by American
Express under this Agreement; or
7.2.3 The inaccuracy or breach of any representation or
warranty made by American Express under this Agreement.
7.3 Limitation of Liability. Except as expressly stated herein, as
between the parties, in no event will any party to this
Agreement be responsible to any other party for any incidental,
indirect, consequential, punitive, or exemplary damages of any
kind arising from this Agreement, including without limitation,
lost revenues, loss of profits or loss of business. The parties
agree that the losses and damages arising under and/or covered
by Section 7.1 and 7.2 shall be subject to this limitation.
8. ARBITRATION. The parties agree to attempt to settle any
misunderstandings or disputes arising out of this Agreement through
consultation and negotiation in good faith and a spirit of mutual
cooperation. However, if those attempts fail, the parties agree that any
misunderstandings or disputes arising from this Agreement will be
decided by arbitration which will be conducted, upon request of either
party, before three arbitrators (unless both parties agree on one
arbitrator) designated by the American Arbitration Association located
in the city of Company's principal place of business. The parties
further agree that the arbitrator(s) will decide which party must bear
the expenses of the arbitration. This agreement to arbitrate shall not
preclude either party from obtaining provisional remedies such as
injunctive relief or the appointment of a receiver from a court having
jurisdiction, either before, during or after the pendency of the
arbitration. The institution and maintenance of such provisional
remedies shall not constitute a waiver of the right of a party to submit
a dispute to arbitration.
9. TERMINATION.
9.1 Termination for Cause. At any time during the Term of this
Agreement, American Express or Authorized Selling Firm may
terminate this Agreement immediately for cause upon written
notice of such termination to the other party. Such written
notice shall state the cause with specificity. As used in this
Section, the term "cause" shall include any one or more of the
following:
9.1.1 the conviction of any party, its officers or supervisory
personnel of any felony, of fraud, or of any crime
involving dishonesty;
9.1.2 the intentional misappropriation by a party of funds or
property of any other party, or of funds received for it
or for annuity contract-holders by such other party;
9.1.3 the cancellation, or the refusal to renew by the issuing
insurance regulatory authority of, any license,
certificate or other regulatory approval required in
order for any party to perform its duties under this
Agreement;
9.1.4 any action by a regulatory authority with jurisdiction
over the activities of a party that would place the
party in receivership or conservatorship or otherwise
substantially interfere or prevent such party from
continuing to engage in the lines of business relevant
to the subject matter hereof; or
9.1.5 a party becoming a debtor in bankruptcy (whether
voluntary or involuntary) or the subject of an
insolvency proceeding.
9.2 Termination without Cause. American Express or Authorized
Selling Firm may terminate this Agreement without cause upon 30
days prior written notice to the other parties.
9.3 Post Termination Limitation. For a period of one year after
termination of this Agreement, Authorized Selling Firm and
Producers shall not knowingly induce or cause, or attempt to
induce or cause, or recommend, promote, encourage or endorse any
concerted or organized effort to recommend, promote, encourage
or endorse the termination, surrender, or cancellation of any
Product sold pursuant to this Agreement.
10. INDEPENDENT CONTRACTOR. This Agreement is not a contract of employment.
Nothing contained in this Agreement shall be construed or deemed to
create the relationship of joint venture, partnership, or employer and
employee between American Express and Authorized Selling Firm. Each
party is an independent contractor and shall be free, subject to the
terms and conditions of this Agreement, to exercise judgment and
discretion with regard to the conduct of business.
11. CONFIDENTIALITY.
11.1 Each party agrees that, during the term of this Agreement and at
all times thereafter, it will not disclose to any unaffiliated
person, firm, corporation or other entity, nor use for its own
account, any of the other parties' trade secrets or confidential
information, including, without limitation, the terms of this
Agreement; non-public program materials; member or customer
lists; proprietary information; information as to the other
party's business methods, operations or affairs, or the
processes and systems used in its operations and affairs, or the
processes and systems used in any aspect of the operation of its
business; all whether now known or subsequently learned by it.
Nothing in this Agreement shall require a party to keep
confidential any information that:
11.1.1 the party can prove was known to it prior to any
disclosure by any other party;
11.1.2 is or becomes publicly available through no fault of the
party;
11.1.3 the party can prove was independently developed by it
outside the scope of this Agreement and with no access
to any confidential or proprietary information of any
other party;
11.1.4 is required to be disclosed to governmental regulators
or pursuant to judicial or administrative process or
subpoena;
11.1.5 is required in order to perform that party's obligation
under this Agreement;
11.1.6 is required to be disclosed by any applicable law; or
11.1.7 is mutually agreed upon by all parties to this
Agreement.
If this Agreement is terminated, each party, within 60 days
after such termination, will return to the other parties,
respectively, any and all copies, in whatever form or medium, of
any material disclosing any of the other parties' trade secrets
or confidential information as described above.
11.2 In the event Authorized Selling Firm during the term of this
Agreement and for a period of one year after the effective date
of its termination, engages in a concerted effort to promote,
recommend or encourage the termination, surrender, or
cancellation of any Product sold under this Agreement, without
reasonable grounds to believe that such promotion,
recommendation or encouragement is in each individual customer's
best interest, then American Express will have the right to
contact present and former purchasers of the Products sold under
this Agreement with a view to retaining the assets in their
accounts with Company without being in violation of this Section
11.
12. ASSIGNMENT. The parties to this Agreement may not assign, either wholly
or partially, this Agreement or any of the benefits accrued or to accrue
under it, or subcontract their interests or obligations under this
Agreement, without the written approval of all parties.
13. AMENDMENT OF AGREEMENT. American Express reserves the right to amend
this Agreement at any time, but no amendment shall be effective until
approved in writing by Authorized Selling Firm, subject to the
provisions of Section 5.6, "Reservation of Rights" and Section 12,
"Assignment" herein.
14. MISCELLANEOUS.
14.1 Applicable Law. This Agreement shall be governed by and
interpreted under the laws of the State of Minnesota.
14.2 Severability. Should any part of this Agreement be declared
invalid, the remainder of this Agreement shall remain in full
force and effect as if the Agreement had originally been
executed without the invalid provisions.
14.3 Notice. Any notice hereunder shall be in writing and shall be
deemed to have been duly given if sent by certified or
registered mail, postage prepaid, or via a national courier
service with the capacity to track its shipments, to the
following addresses:
If to Company: If to Distributor:
American Enterprise Life Insurance Company American Express Financial Advisors Inc.
ββ βββββ βββ ββββββ ββ βββββ βββ ββββββ
βββββββββββ, ββ βββββ βββββββββββ, ββ βββββ
Attn: Compliance Officer (Unit 1818) Attn: Compliance Officer (Unit 1818)
If to Selling Agent: If to Broker-Dealer:
GA Broker-Dealer
ββββββββββ ββββββββββ
ββββββββββ ββββββββββ
GAcity, GAStatesName GAzip GBcity
14.4 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and assigns, subject to the provisions of this
Agreement limiting assignment.
14.5 Headings. The headings in this Agreement are for convenience
only and are not intended to have any legal effect.
14.6 Defined Terms. The terms defined in this Agreement are to be
interpreted in accordance with this Agreement. Such defined
terms are not intended to conform to specific statutory
definitions of any state.
14.7 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter
hereof and supersedes all previous communications,
representations, understandings and agreements, either oral or
written, between the parties or any official representative
thereof.
14.8 Survival. All terms and conditions of Section 7,
"Indemnification"; Section 9.3, "Post Termination Limitations";
and Section 11, "Confidentiality," will survive termination of
this Agreement.
14.9 No Waiver. No failure to enforce, nor any breach of any term or
condition of this Agreement, shall operate as a waiver of such
term or condition, or of any other term or condition, nor
constitute nor be deemed a waiver or release of any other rights
at law or in equity, or of claims which any party may have
against any other party, for anything arising out of, connected
with, or based upon this Agreement. Any waiver, including a
waiver of this Section, must be in writing and signed by the
parties hereto.
American Enterprise Life Insurance Company GA
Company Selling Agent
By: By:
Title: Title:
Date: Date:
American Express Financial Advisors Inc. Broker-Dealer
Distributor Broker-Dealer
By: By:
Title: Title:
Date: Date:
EXHIBIT A
Selling Agent: Products, Territory and Commissions
This Exhibit is intended to summarize the contents of Exhibit A and its Addenda,
as they are added to the arrangements with GA, ("Selling Agent"),
Broker-Dealer ("Broker-Dealer"), Company and Distributor under this
Agreement.
------------------------------ ------------------------------------------------------------------------ --------------
Selling Agent & Broker-Dealer Products Product Commission Remittance of Premiums Territory
(See Section 4.5)
------------------------------ ------------------------------------------------------------------------ --------------
------------------------------ ------------------------------------------------------------------------ --------------
Selling Agent or Affiliate Variable B/D Product See Addendum A Money_Movement STATE1
& (Service marked name STATE2
Broker-Dealer to be determined) STATE3
STATE4
only
------------------------------ ------------------------------------------------------------------------ --------------
American Enterprise Life Insurance Company GA
Company Selling Agent
By: By:
Title: Title:
Date: Date:
American Express Financial Advisors Inc. Broker-Dealer
Distributor Broker-Dealer
By: By:
Title: Title:
Date: Date:
Last Revision Date: Effective Revision Date:
Purpose of Last Revision:
Addendum A to Exhibit A: Products, Territory and Commissions
Addendum to the Selling Agreement between American Enterprise Life Insurance
Company ("Company") and American Express Financial Advisors Inc. ("Distributor")
and ___________ ("Broker-Dealer") and ______________ ("Selling Agent") dated
Effective_Date. This Addendum is effective Addenda_Effective_Date.
The Product being offered through Selling Agent and Broker-Dealer is the
Platinum Flexible Premium Variable Annuity (B/D Variable Annuity).
COMMISSION:
The commission payable to Selling Agent for a given contract described in this
Addendum will be paid according to one of the following tables. For each
separate contract sold, the Producer is permitted to elect one of the following
three options. During the life of each such contract, the selected option cannot
be changed. If no election is shown on the application when it is submitted to
Company, commission will be paid according to Option B.
OPTION A:
-------------------------------- ------------------
Age of Older of Annuitant or Premium
Owner
-------------------------------- ------------------
-------------------------------- ------------------
Ages 0 - 75 6.00%
-------------------------------- ------------------
-------------------------------- ------------------
Ages 76 - 80 4.25%
-------------------------------- ------------------
-------------------------------- ------------------
Ages 81 - 90 2.50%
-------------------------------- ------------------
OPTION B:
-------------------------------- ------------------ ----------------------------------
Supplemental Trail
Age of Older of Annuitant or Premium Commission:
Owner (Annual rate; payable quarterly
at 1/4 of value shown)
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 0 - 75 5.00% 25 basis points
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 76 - 80 3.50% 25 basis points
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 81 - 90 2.00% 25 basis points
-------------------------------- ------------------ ----------------------------------
OPTION C:
-------------------------------- ------------------ ----------------------------------
Supplemental Trail
Age of Older of Annuitant or Premium Commission:
Owner (Annual rate; payable quarterly
at 1/4 of value shown)
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 0 - 75 1.00% 1.00%
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 76 - 80 1.00% 1.00%
-------------------------------- ------------------ ----------------------------------
-------------------------------- ------------------ ----------------------------------
Ages 81 - 90 1.00% 1.00%
-------------------------------- ------------------ ----------------------------------
Company reserves the right from time to time to adjust commission upwards for
any of the options A, B, or C listed above, for a specified period of time for
this Product upon notice to Selling Agent and Broker-Dealer, without requiring
signatures on a corresponding addendum. No downward adjustment of commission
will occur without signature of all parties to the Agreement, except for the
return to commission rates identified in the options A, B, and C above.
Conditions of payment of the Supplemental Trail Commission are attached hereto.
In no event will Supplemental Trail Commission be paid on a contract less than
one year old.
In all cases, the amount of commission described above is the total compensation
available for distribution from Company, or any of its subsidiaries, affiliates,
or other related entities owned or controlled by American Express Company,
whether under this Agreement or under any other agreement between or among
Company, Broker-Dealer, any Selling Agent or Producer, or any other party.
No commission will be paid on sales outside the states shown in the Territory on
Exhibit A. No commission will be paid on the sale of an annuity under this
Agreement if that sale involves replacement of an asset or investment issued by
Company or by any other insurance company owned or controlled by American
Express Company.
CHARGEBACK:
In the event of the surrender of an annuity within six months of the payment
date, there will be a charge- back of commissions paid with respect to premiums
received in accordance with the following schedule:
Time Elapsed Since Payment Date Commission Chargeback
0-3 months 100%
Over 3 months to 6 months 50%
Over 6 months 0%
Chargebacks will be assessed in their entirety against the Authorized Selling
Firms. The chargeback will be waived in the events of death of an annuitant or
owner, or in case of annuitization or partial withdrawal. The chargeback
schedule applies separately to each payment upon cancellation or withdrawal. The
chargeback schedule applies during the free look period, or for any full
withdrawal.
Supplemental Trail Commission:
1. In addition to the compensation shown in other Addenda to this Agreement,
Company agrees to pay to Selling Agent a Supplemental Trail Commission as shown
in #2, below, subject to all the conditions in #3 below.
2. Payment. At the end of each calendar quarter, Company shall calculate and pay
the Supplemental Trail Commission as follows:
Supplemental Trail Compensation = Eligible Value x Annual Rate
4
Where:
Annual Rate of the Supplemental Trail Commission for Option B = 25
basis points as shown in Addendum A hereto.
Annual Rate of the Supplemental Trail Commission for Option C = 100
basis points as shown in Addendum A hereto.
Eligible Contracts means contracts sold to customers under this
Agreement, which have reached their first contract anniversary as of the
calendar quarter end, and for which Options B and C were was elected as
compensation.
Eligible Value means accumulation value (including interest and/or
earnings accrued), as of the quarter end for which the Supplemental Trail
Commission is being calculated, of all Eligible Contracts for Selling Agent.
3. Conditions of Payment:
a. Payment for each quarter's Supplemental Trail Commission shall be
final, and no credits or additions or adjustments shall be made to it.
Adjustments can be made in the next quarter in case of error.
b. If the Supplemental Trail Commission as calculated above is less than
$1000, Selling Agent waives payment thereof.
c. Company will supply supporting information for the calculation along
with payment within 45 days of the end of each calendar quarter.
d. The Supplemental Trail Commission does not apply to sales outside the
Territory or to sales which are otherwise excluded from normal
commission payments under Exhibit A and/or any other Addenda to this
Agreement (e.g., unlicensed sales, sales for which Selling Agent could
not otherwise be compensated, etc.).
e. In the event that Selling Agent has other agreements with Company which
contain a Supplemental Trail Commission addendum, all such Supplemental
Trail Commission addenda are merged for purposes of calculating
Eligible Value of Eligible Contracts. Supplemental Trail Commission is
paid only once per quarter per contract sold under any such
Supplemental Trail Commission addenda.
f. Subject to Condition d., above, Supplemental Trail Commission will be
paid to the Selling Agent for as long as each Eligible Contract
continues to remain an Eligible Contract as herein defined, and for as
long as the Authorized Selling Firm continues to be licensed as an
insurance agency with Company.
g. The obligation to pay Supplemental Trail Commission runs from Company
to Selling Agent only. All distribution of Supplemental Trail
Commission is the Authorized Selling Firm's responsibility. No claim
made by or on behalf of an individual Producer for Supplemental Trail
Commission will be honored by Company, and no expense, including
(without limitation) attorney fees, that an Authorized Selling Firm or
a Representative may incur to determine the individual Representative's
entitlement to Supplemental Trail Commission, will be absorbed by or
reimbursed by Company.
Agreed to on , 1999.
American Enterprise Life Insurance Company Selling Agent
By: ________________________________ By: ____________________________________
Date: ________________________________ Date: ___________________________________
American Express Financial Advisors Inc. Broker-Dealer
Distributor Broker-Dealer
By: By:
Title: Title:
AMENDMENT No. ___
TO SELLING AGENT AGREEMENT
FOR THE SALE OF VARIABLE ANNUITIES
The Selling Agent Agreement between American Enterprise Life Insurance Company
("Company"), American Express Financial Advisors Inc. ("Distributor"),
__________________ ("Selling Agent") and ____________________ ("Broker-Dealer")
dated ________ ("Agreement") is hereby amended as follows. This Amendment is
effective _________.
The purpose of this Amendment is to modify Selling Agent's and
Broker-Dealer's obligations and duties under the Agreement with respect to the
process for remitting premiums to Company to enable Authorized Selling Firm to
use the services of a third party, __________ _________________("Clearing
Broker"). To the extent there are any inconsistencies between the Agreement and
this Amendment, the provisions contained herein will supersede the Agreement.
Section 4.4, Supervision and Administration, is amended to replace subsection
4.4.8 (a) with the following:
4.4.8(a) Authorized Selling Firm will instruct customers to pay their premiums
for the Products, by check or bank draft authorization or wire transfer, with
funds to the order of Selling Agent in accordance with Section 4.5, "Collection
and Submission of Premiums."
Section 4.5, Collection and Submission of Premiums, is amended by adding this
provision, as follows:
4.5.3 Gross ACH Through Clearing Broker. Authorized Selling Firm will assure its
Producer's collection of the premiums due for all Products and the timely
accounting for and submission of all premiums directly and immediately to
Clearing Broker. Premiums must be in the form of check, bank draft
authorization, customer-approved account transfer, or wire transfer, with funds
payable to the order of Selling Agent. Clearing Broker will immediately deposit
premium payments received from Selling Agent into an account for the benefit of
Selling Agent, or into the Clearing Broker's segregated omnibus account
established for the benefit of Selling Agent (sometimes referred to as an
"Omnibus Account."). Selling Agent will notify, or will ensure that the Clearing
Broker notifies, Company immediately of the gross receipts for each business
day. Clearing Broker will, through ACH transfer, remit the gross premiums
received to a Company-owned bank account designated by Company so that the
Company receives the premiums no later than the close of business on the second
day after the application was signed by the Customer. Additional specific
procedures governing the movement of money pursuant to this paragraph will be
established by Selling Agent, Broker-Dealer, Company and Distributor, and will
become part of the Company Rules.
4.5.4 Net Wire Through Clearing Broker. Selling Agent will assure its
Representatives' collection of the premiums for all Variable Contracts and the
timely accounting for and submission of all premiums directly and immediately to
Clearing Broker. Premiums must be in the form of check, bank draft
authorization, customer-approved account transfer, or wire transfer, with funds
to the order of Selling Agent.
Clearing Broker will immediately deposit premium payments received from Selling
Agent into an account for the benefit of Selling Agent, or into the Clearing
Broker's segregated account (sometimes referred to as an "Omnibus Account")
established for the benefit of Selling Agent and any Affiliates or
Broker-Dealer. Selling Agent will notify, or will ensure that the Clearing
Broker notifies, Company immediately of the gross receipts for each business
day. Clearing Broker will, through wire transfer, remit the premiums received,
net of Selling Agent's share of commissions, subject to the conditions set forth
below, to a Company-owned bank account designated by Company so that the Company
receives the premiums no later than the close of business on the second day
after the day the application was signed by the Customer.
Clearing Broker may remit premium payments to Company net of Selling Agent's
share of commission only if shown on Exhibit A, and only if Company and Selling
Agent agree on specific procedures to be used. Such procedures will become part
of the Company Rules. "Selling Agent's share of commission" specifically
excludes supplemental trail commissions or other payments contemplated between
the parties.
Section 4.8, Accurate Record, Audit, shall be amended by adding the following,
at the end of the Section: Company will have the right to audit the books of the
Authorized Selling Firm and Authorized Selling Firm will obtain Clearing
Broker's consent for Company to audit the books of Clearing Broker, with respect
to any premium remittance, or the premium remittance process, insofar as either
involves the Clearing Broker.
Section 4 of the Agreement is hereby amended by inserting a new subsection,
4.13, Compensation to Clearing Broker: Section 4.13 Compensation to Clearing
Broker. Authorized Selling Firm agrees that they will only pay Clearing Broker
for the services authorized herein on a fixed fee basis. Such fee may be paid on
a per-transaction basis only if it is reasonable in relation to the services
rendered, and only if prior written authorization is obtained from the Company.
Authorized Selling Firm will not pay Clearing Broker a commission or use any
form of compensation where the Clearing Broker's fee is determined by the dollar
amount of any given purchase of any Product, unless Clearing Broker is
separately licensed by appropriate state insurance licensing authorities and
appointed to sell Products.
Section 4 of the Agreement is hereby amended by inserting a new subsection, 4.14
Representations and Warranties of Selling Agent and Broker-Dealer: Section
4.14.1 Authorized Selling Firm represents and warrants that Clearing Broker is
the designated receiver of premium payments on variable annuity products sold by
Selling Agent. Section 4.14.2 Authorized Selling Firm represents and warrants
that Broker-Dealer has executed an agreement with the Clearing Broker for the
clearing of premiums which satisfies all requirements of the National
Association for Securities Dealers, Inc. Section 4.14.3 Authorized Selling Firm
represents and warrants that it will ensure that activities of the Clearing
Broker in connection with the Products will be limited to those specified in
this Amendment, and that all such activities will be performed in accordance
with applicable state and federal laws and regulations. Selling Agent and/or
Broker-Dealer must obtain Company's prior written agreement if the activities of
Clearing Broker are modified in any way.
Section 7.1, Indemnification of Company, is amended by adding the following
subsection: Section 7.1.4 The acts or omissions of the Clearing Broker or any
employee or agent of Clearing Broker while performing the activities covered by
this Agreement. The indemnity obligation of this paragraph will extend to any
regulatory penalties incurred by Company as a result of said activities.
IN WITNESS WHEREOF the parties hereto, intending to be legally bound, have
caused this Amendment to be executed by their duly authorized officers.
American Enterprise Life Insurance Company _______________________________
Company Selling Agent
By: ___________________________ By: ___________________________
Title: Vice President of Finance Title: __________________________
Date: __________________________ Date: __________________________
-------------------------------
American Express Financial Advisors Inc. Broker-Dealer
Distributor
By: ___________________________ By: ___________________________
Title: Vice President of Finance Title: __________________________
Date: __________________________ Date: __________________________
EXHIBIT B
Affiliate Participation Agreement
Agency_Affiliate ("Affiliate") agrees to act as an Affiliate of Selling
Agent and American Enterprise Life Insurance Company ("Company") agrees to
appoint Affiliate in the jurisdiction in the Territory identified on Exhibit A
and for the Products identified on Exhibit A in accordance with the terms and
conditions of the Selling Agreement between Selling Agent, Broker-Dealer,
Company and Distributor dated Effective_Date ("Agreement"), incorporated
herein by this reference, as it may be amended from time to time.
Affiliate acknowledges, warrants, covenants and agrees that:
1. All terms used herein shall have the definitions used in the
Agreement.
2. Affiliate assumes all of the duties and responsibilities of
Selling Agent as an insurance agency under the Agreement except
that Affiliate's rights, duties and responsibilities shall only
extend to the jurisdictions in the Territory on Exhibit A and
Products identified on Exhibit A.
3. Affiliate and Selling Agent are jointly and severally liable for
the performance of Affiliates duties and responsibilities under
the Agreement in the jurisdictions in the Territory identified
on Exhibit A.
4. Affiliate warrants that it has the licenses required to sell
annuities and perform the duties and responsibilities of an
insurance agency in the jurisdictions in the Territory
identified on Exhibit A.
5. Selling Agent, by this appointment, agrees that it will forward
to Affiliate any notices from Company which affect Affiliate.
Affiliate agrees that notice from Company to Selling Agent is
valid and effective notice to it.
6. All other provisions of the Agreement will apply to and govern
Affiliate's activities pursuant to this Affiliate Participation
Agreement, including, but not limited to the provisions
concerning amendments to the Agreement.
7. Selling Agent is authorized to execute amendments to the
Exhibits and Addenda on behalf of Selling Agent and Affiliate
and Affiliate will accept, agree to and perform its duties as
Affiliate under the Agreement in accordance with all such
amendments upon receiving written notice thereof from Selling
Agent, provided that any term of such an amendment which would
be inconsistent with the terms of this Affiliate Participation
Agreement will require an amendment of the Affiliate
Participation Agreement in order to bind Affiliate to that term.
8. This Affiliate Participation Agreement may be terminated in
accordance with the termination provision of the main Agreement.
IN WITNESS WHEREOF Affiliate and Selling Agent have signed this Affiliate
Participation Agreement as of
----------------------.
Agency_Affiliate Selling Agent
Affiliate Selling Agent
By: By:
Title: Title:
Send complete form to:
American Enterprise Life Insurance Company
ββ βββββ βββ ββββββ, βββββββββββ, ββ βββββ, Attn: Contract Manager, Unit 1818
Accepted and appointment of Affiliate made on
By: .
For American Enterprise Life Insurance Company