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EXHIBIT 3B
FIRST SUNAMERICA Mailing Address:
LIFE INSURANCE COMPANY ▇.▇. ▇▇▇ ▇▇▇▇▇ FIRST SUNAMERICA
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ A SUNAMERICA COMPANY
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SELLING
AGREEMENT
With First SunAmerica
Life Insurance Company
(the "Insurer")
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SELLING AGREEMENT
This SELLING AGREEMENT ("Agreement"), dated, __________________________________
is by and among FIRST SUNAMERICA LIFE INSURANCE ("Insurer"), SUNAMERICA CAPITAL
SERVICES, INC. ("Distributor") and ____________ together with its duly licensed
insurance affiliate indicated on the signature page hereof (the "Affiliate" and
collectively, "Broker/Dealer").
If no Affiliate is indicated on the signature page, Broker/Dealer is acting as
general agent hereunder and shall be responsible for the duties of
broker/dealer and general agent hereunder. If Broker/Dealer does not hold a
corporate insurance license, the appropriate duly licensed insurance affiliate
identified on the signature page shall act as general agent hereunder. Upon
execution, such Affiliate agrees to be bound by the terms hereof as if it were
included in the definition of Broker/Dealer.
1. Appointment. This Agreement is for the purpose of arranging for the
distribution of certain variable and fixed annuity contracts and any other
life insurance products identified on Exhibit 1 (the "Contracts"), issued
by the Insurer and, in the case of variable contracts, for which
Distributor is distributor, through sales people who are licensed agents
of the Insurer for insurance purposes, are associated with and registered
representatives of Broker/Dealer (each, a "Subagent"). In consideration of
the mutual promises and covenants contained in this Agreement, the Insurer
and Distributor each appoint Broker/Dealer and, as provided in Section 3,
its Subagents, to solicit and procure applications for the Contracts. This
appointment is not deemed to be exclusive in any manner and only extends
to those jurisdictions where the Contracts have been approved for sale and
in which Insurer and Broker/Dealer are both licensed as required by
prevailing regulatory requirements.
2. Representations and Warranties.
A. Each party hereto represents and warrants to each other party, as
follows:
(1) it is duly organized, validly existing and in good standing
under the laws of the state of its incorporation or other
corresponding applicable law and has all requisite power, corporate
or otherwise to carry on its business as now being conducted and to
perform its obligations as contemplated by this Agreement.
(ii) it has all licenses, approvals, permits and authorizations of,
and registrations with, all authorities and agencies, including
non-governmental self-regulatory agencies, required under all
federal, state, and local laws and regulations to enable it to
perform its obligations as contemplated by this Agreement.
(iii) The execution, delivery and performance of this Agreement have
been duly and validly authorized by all necessary corporate action,
if applicable, and this Agreement constitutes the legal, valid and
binding agreement of such party, enforceable against it in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally and general principles of equity.
B. Broker/Dealer additionally represents and warrants as follows:
(1) it is registered as a broker and dealer under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and is a member
in good standing of the National Association of Securities Dealers,
Inc. ("NASD").
(ii) it will comply with all applicable laws, rules and regulations
of, as well as any and all directives and guidelines issued by any
agency or other regulatory body with authority
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is by and among FIRST over Broker/Dealer or over the premises on
which Broker/Dealer and its Subagents are soliciting the sale of
Contracts.
(iii) it is duly licensed as a corporate insurance agent or it has
identified on the signature page its Affiliate which holds such
license and such Affiliate has executed this Agreement.
3. Subagents. Broker/Dealer is authorized to recommend Subagents for
appointment to solicit sales of the Contracts. Broker/Dealer is
responsible for investigating the character, work experience and
background of any proposed Subagent prior to recommending appointment by
Insurer. No Subagent shall act on behalf of Insurer until properly
appointed by Insurer. To the extent that Exhibit 1 does not include all
annuity Contracts of Insurer which are registered as securities under the
Federal Securities laws, Broker/Dealer is responsible for ensuring that
its Subagents, unless otherwise agreed to with Insurer in writing, do not
offer to sell any other variable annuity contracts issued by Insurer,
other than the Contracts, unless a selling agreement with respect thereto
has been executed by the parties. Broker/Dealer is responsible for
supervising the activities of its Subagents and for ensuring that
Subagents are properly licensed and in compliance with all applicable
federal, state and local laws and regulations and all rules and procedures
of Insurer. Broker/Dealer shall notify Insurer promptly, in writing, of
any giving or receiving of notice of termination of any Agent. Insurer
reserves the right to refuse to appoint any proposed Subagent and to
terminate any relationship with any Subagent, with or without cause, at
any time. By submitting a Subagent for appointment, Broker/Dealer warrants
that: (1) such Subagent is recommended for appointment; (2) such Subagent
is fully licensed under applicable laws to transact business with Insurer
and is a duly registered representative of Broker/Dealer; and (3) all
background investigations required by state and federal laws have been
made with respect to such Subagent.
4. Sales Material.
A. Broker/Dealer shall not use any written or audiovisual sales
material (including prepared scripts for oral presentations) in
connection with the sales of the Contracts or solicitations thereof,
unless such material has been provided by, or approved in writing in
advance of such use by, the Insurer and Distributor.
B. In accordance with the requirements of federal and certain state
laws, Broker/Dealer shall, to the extent required by such laws,
maintain complete records indicating the manner and extent of
distribution of any such sales material. This material shall be made
available to appropriate federal and state regulatory agencies as
required by law or regulation and to Distributor and Insurer upon
written request.
5. Prospectuses. For any Contract which is a registered security,
Broker/Dealer warrants that solicitation will be made by use of currently
effective prospectuses for the Contract and the underlying funds; and if
required by state law, the Statement of Additional Information for the
Contract; that the prospectuses will be delivered concurrently with each
sales presentation and that no statements shall be made to a client
superseding or controverting or otherwise inconsistent with any statement
made in the prospectus. The Insurer and Distributor shall furnish
Broker/Dealer, at no cost to such party, reasonable quantities of
currently effective prospectuses.
6. Conduct of Business.
A. Broker/Dealer will fully comply with the requirements of
all applicable laws, rules and regulations of regulatory
authorities (including self-regulatory organizations)
having jurisdiction over the activities of Broker/Dealer
or over the activities contemplated by this Agreement to
be conducted by Broker/Dealer.
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B. Neither Broker/Dealer nor any Subagent shall solicit an application
from, or recommend the purchase of a Contract to, an applicant
without having reasonable grounds to believe, in accordance with,
among other things, applicable regulations of any state insurance
commission, the Securities and Exchange Commission ("SEC") and the
NASD, that such purchase is suitable for the applicant. While not
limited to the following, a determination of suitability shall be
based on information supplied after a reasonable inquiry concerning
the applicant's insurance and investment objectives and financial
situation and needs.
C. Broker/Dealer has or will have established, prior to its
commencement of any solicitation of sales of Contracts pursuant to
the terms of this Agreement, such rules, procedures, supervisory and
inspection techniques as necessary to diligently supervise the
activities of its Subagents pursuant to this Agreement and to ensure
compliance with the terms of this Agreement necessary to establish
diligent supervision. Broker/Dealer shall be responsible for
securities training, supervision and control of its Subagents in
connection with their solicitation activities with respect to the
Contracts and shall supervise compliance with applicable federal and
state securities laws and NASD requirements in connection with such
solicitation activities. Broker/Dealer will observe, and will comply
activities pursuant to this Agreement. Upon request by Insurer or
Distributor, Broker/Dealer will furnish appropriate records as are
necessary to establish diligent supervision.
D. Broker/Dealer will fully comply with the requirements of applicable
state insurance laws and regulations and will maintain all books and
records and file all reports required thereunder to be maintained or
filed by a licensed insurance agent. Broker/Dealer shall comply with
the terms and conditions of any letter issued by the Staff of the
SEC with respect to the non-registration as a broker-dealer under
the 1934 Act of a corporation licensed as an insurance agent and
associated with a registered broker-dealer. Broker/Dealer shall
notify Distributor immediately in writing if Broker/Dealer fails 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.
E. Broker/Dealer shall promptly notify Insurer and Distributor of any
written customer complaint or notice of any regulatory investigation
or proceeding received by Broker/Dealer or any Subagent relating to
a Contract or any activities undertaken in connection with this
Agreement. Insurer and Broker/Dealer shall each cooperate fully in
any investigation or proceeding including but not limited to any
securities or insurance regulatory investigation or proceeding or
judicial proceeding arising in connection with the Contracts.
F. Broker/Dealer shall pay all expenses incurred by it in the
performance of this Agreement unless otherwise specifically provided
for in this Agreement or in a writing signed by Insurer and/or
Distributor and Broker/Dealer.
G. Applications shall be taken only on preprinted application forms
supplied by the Insurer. The Contract forms and applications are the
sole property of the Insurer. No person other than the Insurer has
the authority to make, alter or discharge any policy, Contract
application, Contract certificate, supplemental contract or form
issued by the Insurer. No person other than the Insurer has the
right to waive any provision with respect to any Contract or policy.
No person other than the Insurer has the authority to enter into any
proceeding in a court of law or before a regulatory agency in the
name of or on behalf of the Insurer.
H. Broker/Dealer and Subagent shall accept premiums in the form of a
check or money order made payable to Insurer. Broker/Dealer shall
ensure that all checks and money orders and applications for the
Contracts received by it or any Subagent are remitted promptly to
Insurer. In the event that any other premiums are sent to a Subagent
or Broker/Dealer
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rather than to Insurer, they shall promptly remit such premiums to
Insurer. Broker/Dealer acknowledges that if any premium is held at
any time by it, such premium shall be held on behalf of Insurer, and
Broker/Dealer shall segregate such premium from its own funds and
promptly remit such premium to Insurer. All such premiums, whether
by check, money order or wire, shall at all times be the property of
Insurer.
I. Upon issuance of a Contract by Insurer and delivery of such Contract
to Broker/Dealer, Broker/Dealer shall promptly deliver such Contract
to its purchaser. For purposes of this provision, "promptly" shall
be deemed to mean not later than five calendar days, or such shorter
period as is reasonable under the circumstances. Broker/Dealer shall
return promptly to Insurer all receipts for delivered Contracts, all
undelivered Contracts and all receipts for cancellation, in
accordance with the instructions from Insurer.
J. Unless required by a determination of suitability, during the term
of this Agreement and after termination hereof, Broker/Dealer
covenants on behalf of itself and any Subagent appointed hereunder,
that they shall not solicit, induce or attempt to solicit or induce
Contract owners to terminate, surrender, cancel, replace or exchange
such Contract. Broker/Dealer acknowledges and agrees that the
provisions contained in this Section 6 may be enforced by an action
for an injunction, as well as or in addition to any action for
damages.
7. Commission Payments.
A. Broker/Dealer shall be entitled to receive a commission based upon
premiums received and accepted by the Insurer for Contracts issued
pursuant to this Agreement, based on the applicable rate of
commission set forth in the Commission Schedule attached hereto as
Exhibit 1 which is incorporated herein by reference. Broker/Dealer
shall be solely responsible for the payment of any commission or
consideration of any kind to subagents.
B. In no event shall the Insurer be liable for the payment of any
commissions with respect to any solicitation made, in whole or in
part, by any person not appropriately licensed and registered prior
to the commencement of such solicitation.
C. If a Contract is returned to the Insurer pursuant to the "Free Look"
provision or any other right to examine provision of the Contract,
the full commission paid by the Insurer will be unearned and shall
be returned to the Insurer upon demand or, in the absence of such
demand, charged back to the recipient of the commission.
Broker/Dealer covenants and agrees to promptly deliver Contracts and
to hold the Insurer harmless from and against any claim arising from
market loss resulting from their breach of this covenant.
D. in no event shall Insurer incur obligations under this Agreement to
issue any Contracts or pay any commission in connection therewith if
the Contract owner is over the maximum issue age with respect to
that product when the Contract application was accepted. With
respect to such Contracts, the full commission paid by the Insurer
will be unearned and shall be returned to the Insurer upon demand
or, in the absence of such demand, charged back to the recipient of
the commission.
E. With respect to any Contract that is rescinded, as determined by the
Insurer in its sole discretion (other than a rescission with respect
to which a surrender charge applies), or if the Insurer otherwise
determines that a commission has not been earned (but such
determination may not contravene any other provision of this
Agreement), 100% of such unearned commission will be returned to
the Insurer upon demand or, in the absence of such demand, charged
back to the recipient of the commission.
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F. Compensation for the sale of any Contract which is renewed, changed,
exchanged or otherwise converted from any other contract issued by
the Company shall be paid according to the Insurer's guidelines and
practices.
G. With respect to any Contract, or group of Contracts which the
Insurer in its sole discretion deems to be a single case, and which
at the time of application submission the initial purchase payment
is greater than $500,000, the Insurer may determine in its sole
discretion that the commissions set forth on Exhibit 1 not apply. In
the event the Insurer determines that the commission(s) do not
apply, the Insurer may establish an alternate commission for such
Contract or Contracts.
8. Indemnification
A. Broker/Dealer shall indemnify, defend and hold harmless Insurer and
Distributor and each person who controls or is associated with
Insurer or Distributor within the meaning of the federal securities
laws and any director, officer, corporate agent, employee, attorney
and any representative thereof, from and against all losses,
expenses, claims, damages and liabilities (including any costs of
investigation and legal expenses and any amounts paid in settlement
of any action, suit or proceeding of any claim asserted) which
result from, arise out of or are based upon:
(1) any breach by Broker/Dealer or its Affiliate of any
representation, warranty or other provision of this Agreement,
including any acts or omissions of Broker/Dealer, Affiliate,
Subagents and other associated persons; or
(ii) any violation by Broker/Dealer, its Affiliate or any Subagent
of any federal or state securities law or regulation, insurance law
or regulation or any rule or requirement of the NASD;
(iii) the use by Broker/Dealer, its Affiliate or any Subagent of any
sales or promotional material which has not received specific
written approval of Insurer and Distributor as provided in Section 4
of this Agreement, any oral or written misrepresentations or any
unlawful sales practices concerning the Contracts by Broker/Dealer,
its Affiliate or any Subagent; or
(iv) claims by Subagents or other agents or representatives of
Broker/Dealer for commissions or other compensation or remuneration
of any type.
B. The indemnification provided for herein shall survive termination of
this Agreement.
9. Fidelity Bond. Broker/Dealer represents that all directors, officers,
employees, representatives and/or Subagents who are appointed pursuant to
this Agreement or who have access to funds of the Insurer are and will
continue to be covered by a blanket fidelity bond including coverage for
larceny, embezzlement or any other defalcation, 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 minimal coverage required
under the NASD Rules of Fair Practice, endorsed to extend coverage to life
insurance and annuity transactions. Broker/Dealer acknowledges that the
Insurer may require evidence that such coverage is in force and
Broker/Dealer shall promptly give notice to the Insurer of any notice of
cancellation or change of coverage. Broker/Dealer assigns any proceeds
received from the fidelity bond company to the Insurer to the extent of
the Insurer's loss due to activities covered by the bond. If there is any
deficiency, Broker/Dealer will promptly pay the Insurer that amount on
demand, and Broker/Dealer shall indemnify and hold harmless the Insurer
from any deficiency and from the cost of collection.
10. Market Timer Program. Insurer has available a Market Timer Program which
allows a market timer service to effect multiple transfers or other
transactions. Parties may use this program at
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the discretion of Insurer and upon execution of a Market Timer Agreement.
Among other provisions, the Market Timer Agreement specifies that if the
impact of processing exchange transactions received from all outside
sources is deemed to be injurious to one of the separate accounts or a
subaccount thereof, then Insurer in its sole discretion may elect not to
process the exchanges and that Insurer will notify the Market Timer
Service of the inability to process the requested exchange. Insurer
reserves the right to terminate participation in or the entire Market
Timer Program at any time and for any reason.
11. RapidApp Program. If applications are transmitted to the Insurer pursuant
to the Insurer's RapidApp Program, the following provisions shall apply to
such applications and Contracts issued pursuant to the RapidApp Program.
A. Broker/Dealer agrees to communicate with owners of the Contracts
issued through the RapidApp Program in order to obtain and deliver
to the Insurer the signed confirmation for the Contract.
Broker/Dealer further agrees to provide any assistance or
cooperation required to enforce a Contract issued under the RapidApp
Program which shall include, but not be limited to, providing the
Insurer access to recordings of telephone conversations with
customers containing their consent to the purchase of Contracts, or
providing statements or affidavits from such Subagents as to the
customer's consent to the making of the Contract.
B. In the event the owner of a Contract repudiates or rescinds the
Contract and the Insurer, in its sole discretion, waives any
surrender charges, the full commission paid by the Insurer will be
returned to the Insurer upon demand or, in the absence of such
demand, charged back to the recipient of the commission. In
addition, all amounts equal to any market loss arising from such
rescission or repudiation will be paid by Broker/Dealer on demand,
or in the absence of such demand, charged back to Broker/Dealer.
C. Broker/Dealer agrees that it will be solely responsible for the
transmission or failure of transmission of application information
to the Insurer. Broker/Dealer warrants that all application
information will be accurate and can be relied upon by the Insurer.
D. Broker/Dealer agrees to pay the Insurer all amounts equal to any
market loss resulting from the misallocation of the initial purchase
payment into the subaccounts, which misallocation was the result of
Insurer relying on Broker/Dealer's or their Subagents' application
information. In the absence of a demand for payment, such amounts
shall be charged back to Broker/Dealer.
E. Broker/Dealer agrees that its Subagents who are resident and
licensed in those jurisdictions approved by the Insurer may submit
applications to the Insurer pursuant to the RapidApp Program and
agree to the provisions of this Section 11. Broker/Dealer
acknowledges that agreeing to the provisions of this Section 11 does
not require its Subagents to submit all applications to the Insurer
pursuant to the RapidApp Program.
12. Termination.
A. Normal Termination. This Agreement shall continue for an indefinite
term, subject to the termination by either party upon written notice
to the other parties hereto, which shall be effective upon receipt
thereof. In addition, Insurer may terminate this Agreement without
notice if Broker/Dealer fails to satisfy the Insurer's production
requirements, as determined in the sole discretion of the Insurer.
B. Automatic Termination for Cause. This Agreement shall automatically
terminate upon: (1) a material breach of this Agreement, including
without limitation the failure to comply with the laws or
regulations of any state or other governmental agency or body having
jurisdiction over the sale of insurance; and (2) the suspension,
revocation or non-renewal
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of any then required insurance or securities license of
Broker/Dealer, or the deregistration of the Broker/Dealer or
its termination of membership with the NASD.
C. Rights and Obligations. Upon termination of this Agreement, except
as otherwise provided herein, all authorizations, rights and
obligations shall cease. If this Agreement is terminated for cause
as described above, Broker/Dealer's right to receive compensation
shall immediately terminate.
13. General Provisions.
A. Waiver. Waiver by any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under this
Agreement will not be deemed to constitute a waiver of the right to
enforce strict compliance.
B. Independent Contractor. Broker/Dealer is an independent contractor
and its Subagents who are appointed as insurance agents of Insurer
are agents of Broker/Dealer and not employees, agents or
representatives of Insurer or Distributor.
C. Independent Assignment. No assignment of this Agreement or of
commissions or other payments under this Agreement shall be valid
without the prior written consent of the Insurer.
D. Notice. Any notice pursuant to this Agreement shall be mailed,
postage paid, to the last address communicated by the receiving
party to the other parties to this Agreement.
E. Severability. To the extent this Agreement may be in conflict with
any applicable law or regulation, this Agreement shall be construed
in a manner 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.
F. Amendment. No Amendment to this Agreement shall be effective unless
in writing and signed by all the parties hereto.
G. New York Law. This Agreement shall be construed in accordance with
the laws of the State of New York.
H. Effectiveness. This Agreement shall be effective as of the date
set forth above.
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IN WITNESS WHEREOF, this Agreement has been executed by duly authorized
representatives of the parties to this Agreement as of the date set forth above.
"INSURER":
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: ---------------------------------------------
"DISTRIBUTOR":
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
"BROKER/DEALER":
By:
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The undersigned is affiliated with Broker/Dealer and represents that it holds
the necessary corporate insurance license to act as general agent in connection
with the sale of Contracts in the state of New York. By executing this Agreement
below, the undersigned agrees to be bound by the terms and conditions of the
Agreement.
"AFFILIATE":
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By:
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Tax I.D. Number:
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BANK RIDER
This Rider is appended to that certain Selling Agreement dated ________ between
First SunAmerica Life Insurance Company ("Insurer"), SunAmerica Capital
Services, Inc. ("Distributor") and ___________, together with its duly licensed
insurance affiliates indicated on Annex I of the Selling Agreement
("Broker/Dealer"). This Rider is to be executed by any Broker/Dealer which is
selling Contracts, or intends to sell, on the premises of any federal or state
chartered bank, thrift or savings and loan institution (collectively, "Bank").
Pursuant hereto, Broker/Dealer represents and warrants that it will comply with
the requirements of applicable laws, regulations and guidelines of any
regulatory authority having jurisdiction over the activities of Bank or
occurring on Bank premises, including without limitation, the Interagency
Statement on Retail Sales of Nondeposit Investment Products (Board of Governors
of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of
the Comptroller of the Currency, and Office of Thrift Supervision, February 14,
1994) and any subsequent release designed to provide governance to banks in
connection with the sale of nondeposit investment products ("applicable banking
laws"). Broker/Dealer agrees that it shall be responsible for ensuring that
applicable banking laws are complied with in connection with the activities
undertaken pursuant to the Selling Agreement, including without limitation,
ensuring that all advertisements and sales literature used by Broker/Dealer
comply with applicable banking laws. Broker/Dealer further agrees that it shall
inform the Insurer in writing of any legends and other disclosures that are
required by applicable banking laws to be contained in advertisements or sales
literature for policies issued by the Insurer.
"Broker/Dealer"
By:
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Printed Name & Title
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EXHIBIT I
Commission Schedule
This Commission Schedule is hereby incorporated in and made a part of the
Selling Agreement dated as of _______________ ("Agreement") by and between First
SunAmerica Life Insurance Company ("Insurer"), SunAmerica Capital Services, Inc.
and ___________ together with its duly licensed insurance affiliate indicated on
the signature page to the Agreement (collectively, "Broker/Dealer").
1. In no event shall the Insurer be liable for the payment of any commissions
with respect to any solicitation made, in whole or in part, by any person not
appropriately licensed and registered prior to the commencement of such
solicitation.
2. If a Contract is returned to the Insurer pursuant to the "Free Look"
provision or any other right to examine provision of the Contract, the full
commission paid by the Insurer will be unearned and shall be returned to the
Insurer upon demand or, in the absence of such demand, charged back to the
recipient of the commission.
3. With respect to any Contract that is rescinded, as determined by the Insurer
in its sole discretion (other than a rescission with respect to which a
surrender charge applies), or if the Insurer otherwise determines that a
commission has not been earned (but such determination may not contravene any
other provision of this Agreement), 100% of such unearned commission will be
returned to the Insurer upon demand or, in the absence of such demand, charged
back to the recipient of the commission.
4. The following commission rates shall apply to Contracts issued by Insurer.
Commissions are paid in respect of the aggregate purchase payments received and
accepted by the Insurer with complete application information and documentation
as required by the Insurer or as a subsequent purchase payment under a Contract
after the Contract is in force.
ICAP II CONTRACTS. Commissions will be paid in the amount of five percent (5%).
ICAP II GROUP CONTRACTS. Commissions will be paid in the amount of five percent
(5%).
With respect to any ICAP Group II Contract the following commission chargebacks
will apply:
(1) Upon termination of the Contract, all commissions paid on premiums
received in the 12 months prior to termination of the Contract will
be deemed unearned and shall be returned to the Insurer upon demand
or, in the absence of such demand, charged back to the recipient of
the commission; and
(2) If, within the first four years of the contract, any participant
under the contract retires or terminates employment resulting in a
withdrawal of the participant's funds from the Contract, all
commissions paid on behalf of such participant's contributions will
be deemed unearned and shall be returned to the Insurer upon demand
or, in the absence of such demand, charged back to the recipient of
the commission; if no premium information is available with respect
to that participant, the charge back will be calculated based upon
the amount of the withdrawal of funds.
POLARIS CONTRACTS (OTHER THAN POLARIS UNALLOCATED GROUP CONTRACTS). With
respect to Polaris Contracts issued to persons age 80 or younger (at date of
issue), commissions will be paid pursuant to one or more of the options set
forth below, as selected by Broker/Dealer or General Agent. If more than one
commission option is chosen, Broker/Dealer or General Agent. If more than one
commission option is chosen, Broker/Dealer agrees that Subagents may select from
the specified commission options at the time a Contract is sold, which selection
may not be changed at a later time. If more than one commission option is
selected, Broker/Dealer must also specify a "default" commission option, which
will apply in the event the Subagent does not select a commission option at the
time of the sale of a Contract. If Broker/Dealer does not specify a "default"
commission option, the "default" commission option shall be Option 2.
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Options Commission Rate Annual Trail Commission
------- --------------- -----------------------
Option 1 6.00% None
(3.5% representing commission,
2.5% representing expense
allowance)
Option 2 5.25% For Contracts in force 15 months or longer,
.25% annually, payable in .0625% quarterly
installments.
Option 3 2.50% For Contracts in force 15 months or longer,
.65% annually, payable in .1625% quarterly
installments.
The following commission option(s) is selected: [ ] Option 1
[ ] Option 2
[ ] Option 3
If more than one commission option has been selected, a "default" commission
option must be selected: [choose one only]:
[ ] Option 1
[ ] Option 2
[ ] Option 3
With respect to Polaris Contracts (other than Polaris Unallocated Group
Contracts) sold to persons age 81 through 90 (at date of issue), commissions
will be paid as set forth below:
Issue Age Commission Rate
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81-85 2.50%
86-90 2.25%
POLARIS UNALLOCATED GROUP CONTRACTS. Commissions will be paid in the amount of
four and one half percent (4.50%).
POLARIS UNALLOCATED GROUP TAKEOVER VERSION. Commissions will be paid in the
amount of one percent (l%) on the initial purchase payment. Annual trail
commissions for Contracts in force 3 months or longer will be in the amount of
one percent (1%) annually, payable in .25% quarterly installments. No
commissions will be paid on subsequent purchase payments.
Broker/Dealer, on behalf of itself and its Affiliate, acknowledges and agrees to
Insurer's policies with respect to commission chargebacks which are provided for
in the Agreement and herein.
"BROKER/DEALER":
By:
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Name:
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Its: