1
DISTRIBUTION AGREEMENT BETWEEN
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
AND TRANSAMERICA INSURANCE SECURITIES SALES CORPORATION
This Agreement (the "Agreement") made as of this 24th day of August,
1994, by and between TRANSAMERICA INSURANCE SECURITIES SALES CORPORATION (the
"Distributor"), a corporation organized and existing under the laws of the State
of Maryland with its principal place of business in Los Angeles, California, and
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY (the "Company"), an insurance
company organized and existing under the laws of the State of California with
its principal place of business in Los Angeles, California, for itself and on
behalf of certain of its separate accounts.
W I T N E S S E T H
WHEREAS, the Company has established and maintains the class or classes
of variable annuity contracts set forth on Schedule 1 to this Agreement as in
effect at the time this Agreement is executed, and such other classes of
variable annuity contracts and variable life insurance contracts (collectively,
"variable insurance products") that may be added to Schedule 1 from time to time
in accordance with Section 18 of this Agreement, and including any riders to
such contracts and any other contract offered in connection therewith
(collectively the "Contracts") (A "class of Contracts" shall mean those
Contracts issued by the Company on the same policy form or forms and covered by
the same Registration Statement.); and
8
WHEREAS, the Distributor, a wholly-owned subsidiary of Transamerica
Insurance Corporation of California, is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "1934 Act") and is a member of the National Association
of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the parties desire to have the Distributor act as the
principal underwriter for and in connection with the sale of the Contracts to
the public and assume full responsibility for the securities activities of each
"associated person" (as that term is defined in Section 3(a)(18) of the ▇▇▇▇
▇▇▇) of the Distributor, including each associated person of the Distributor
engaged in the offer and sale of the Contracts (a "Representative"); and
WHEREAS, the Distributor and the Company acknowledge that the Company
is best suited to provide certain administrative functions in connection with
the Contracts, subject at all times to the control and direction of the
Distributor with respect to the broker-dealer operations;
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the Distributor and the Company agree as follows:
1. Definitions
a. Fund -- An investment company serving as the funding medium
for any Contracts, specified in Schedule 2 to this Agreement as in
effect at the time this Agreement is executed, and such other
investment companies that may be added to Schedule 2 from time to time
in accordance with Section 18 of this Agreement.
b. Intermediary Distributors -- A person registered as a
broker-dealer and licensed as a life insurance agent or affiliated with
a person so licensed, and authorized to distribute the Contracts
pursuant to a sales agreement as provided for in Section 2 of this
Agreement (the "Sales Agreement").
c. Separate Account -- Each separate account of the Company
specified on Schedule 3 to this Agreement as in effect at the time this
Agreement is executed, and such other separate accounts of the Company
that may be added to Schedule 3 from time to time in accordance with
Section 18 of this Agreement, each of which will be approved by the
Commissioner of Insurance of the State of California under Section
10506 of the California Insurance Code.
2. Distribution Duties and Responsibilities. The Distributor shall act
as principal underwriter for the Contracts in connection with their sale during
the term of this Agreement in each state or other jurisdiction where they may
legally be sold (the "Territory"). The Distributor is authorized to solicit
applications for the Contracts ("Applications") directly from customers and
prospective customers in the Territory and to select all persons who will be
authorized to engage in solicitation activities with respect to the Contracts.
Such selection activity shall include the recruitment and appointment of third
parties to act as distributors. In turn such third parties may be authorized as
Intermediary Distributors to engage in solicitation activities, including the
solicitation of Applications directly from customers and prospective customers
in the Territory and/or as Intermediary Distributors to recruit other third
parties to act as Intermediary Distributors, in each case as the Company and the
Distributor shall agree to. The Distributor shall enter into separate written
Sales Agreements with each such Intermediary Distributor. Such Sales Agreements
will be substantially in the form attached to this Agreement as Exhibit A, but
may include such additional or alternative terms and conditions that are not
otherwise inconsistent with this Agreement, subject to the Company's review and
prior written consent (which may be given by facsimile), which consent will not
be unreasonably withheld, and which will be deemed to have been given if the
Company has not responded in writing (by facsimile or otherwise) within 10
calendar days. The Distributor will provide the Company with a profile on each
Intermediary Distributor. The Distributor shall use its best efforts to market
the Contracts actively, both directly and through Intermediary Distributors.
The Distributor shall have the power and authority to select and
recommend Representatives of the Distributor, and to authorize an Intermediary
Distributor to select and recommend representatives of such Intermediary
Distributor (the "Intermediary's Representatives"), for appointment as agents of
the Company, and only such Representatives and Intermediary's Representatives
shall become agents of the Company with authority to engage in solicitation
activities with respect to the Contracts. The Distributor shall be solely
responsible for background investigations of its Representatives to determine
their qualifications, good character and moral fitness to sell the Contracts,
and pursuant to the Sales Agreement, each Intermediary Distributor shall be
solely responsible for background investigations of its Intermediary's
Representatives to determine their qualifications, good character and moral
fitness to sell the Contracts. The Company shall appoint in the appropriate
states or jurisdictions such selected and recommended agents, provided that the
Company reserves the right, which right shall not be exercised unreasonably, to
refuse to appoint as agent any Representative or Intermediary's Representative,
or, once appointed, to terminate the same at any time with or without cause. No
other individuals, persons or entities, other than affiliates of the Company,
shall have authority to engage in solicitation activities with respect to the
Contracts, without the express prior written consent of the Distributor.
The Distributor shall at all times be an independent contractor, and
shall be under no obligation to produce any particular amount of sales of the
Contracts. Anything in this Agreement to the contrary notwithstanding, the
Company retains ultimate responsibility for the direction and control of the
services provided under this Agreement, and the ultimate right to control the
sale of the Contracts, including the right to suspend sales in any jurisdiction
or jurisdictions, to appoint and discharge agents of the Company, or to refuse
to sell a Contract to any applicant for purchase of a Contract (an "Applicant")
for any reason whatsoever. The Distributor and the Distributor's Representatives
shall not have the authority, and shall not grant the authority to Intermediary
Distributors or the Intermediary's Representatives, on behalf of the Company: to
make, alter or discharge any Contract or other contract entered into pursuant to
a Contract; to waive any Contract forfeiture provision; to extend the time of
paying any premium on the Contracts; or to receive any monies or premiums
(except for the sole purpose of forwarding such monies or premiums to the
Company). The Distributor shall not possess or exercise any authority on behalf
of the Company other than that expressly conferred upon the Distributor by this
Agreement.
3. Filings, Marketing Materials and Representatives. The Distributor
will assume full responsibility for the securities activities of its
Representatives, and, similarly, each Intermediary Distributor shall assume,
pursuant to the Sales Agreement, full responsibility for the Intermediary's
Representatives' securities activities, including compliance with the NASD Rules
of Fair Practice and any applicable state securities laws and regulations. The
Distributor, either directly or indirectly through the Company as its agent,
shall: (a) make timely filings with the SEC, the NASD, and any other appropriate
securities regulatory authorities of any advertisements, sales literature, or
other materials relating to the Contracts, as required by law or regulation to
be filed; (b) make available to the Company for approval copies of all
agreements and other written plans and documents relating to the sale of the
Contracts, and shall, if necessary, submit such agreements and other plans and
documents to the appropriate securities regulatory authorities for approval
prior to their use; (c) assist its Representatives in their efforts to prepare
themselves to pass any and all applicable NASD and state insurance qualification
examinations; (d) register its Representatives with the NASD and any other
appropriate securities regulatory authorities; and (e) supervise and control
their Representatives in the performance of their selling activities. The
Intermediary Distributors, pursuant to each Sales Agreement, shall have similar
responsibilities with regard to the assistance, registration, supervision and
control of the Intermediary's Representatives. In connection with obtaining the
clearances of the appropriate regulatory authorities, the parties agree to use
their best efforts to obtain such clearances as expeditiously as possible, and
shall not use any sales material, plan, or other agreement in any jurisdiction
unless the appropriate filings have been made and approvals obtained that are
necessary to make their use proper and legal therein.
The Distributor will take reasonable steps to ensure that the
Representatives do not make any recommendations to Applicants for the purchase
of a Contract(s) in the absence of reasonable grounds to believe that the
purchase of such Contracts is suitable for the Applicants. Determinations of
suitability will be based on various types of information including, but not
limited to, information furnished to a Representative by an Applicant after
reasonable inquiry by the Representative concerning the Applicant's insurance
and investment objectives, financial situation, and needs, including the
likelihood that the Applicant will be financially able to make sufficient
premium payments to derive the benefits from the Contracts. Likewise, pursuant
to each Sales Agreement, each Intermediary Distributor shall take reasonable
steps to ensure that the Intermediary's Representatives do not make any
recommendations to any Applicant in the absence of reasonable grounds to believe
that the purchase of such Contracts is suitable for the Applicant, with
determinations of suitability based upon the factors set forth immediately
above.
The Distributor will not encourage a prospective Applicant to surrender
or exchange an insurance contract in order to purchase a Contract, nor will the
Distributor encourage any existing holder of a Contract (a "Contractholder") to
surrender or exchange a Contract in order to purchase another insurance
contract. Likewise, each Intermediary Distributor, pursuant to each Sales
Agreement with the Distributor, shall not encourage a prospective Applicant to
surrender or exchange an insurance contract in order to purchase a Contract, nor
encourage any Contractholder to surrender or exchange a Contract in order to
purchase another insurance contract. The obligations under this paragraph are
subject to applicable NASD Rules of Fair Practice and any other applicable laws,
regulations and regulatory guidelines.
The Distributor and each Intermediary Distributor, pursuant to each
Sales Agreement, each shall take reasonable steps to ensure that their
respective Representatives or Intermediary's Representatives do not use any
advertisement, sales literature, or other promotional material which has not
been specifically approved in advance by the Company; and the Company, as agent
for the Distributor, shall be responsible for filing such items, as necessary,
with the SEC, the NASD, and any other appropriate securities regulatory
authorities, and, where necessary, shall obtain the approvals of such
authorities. No associated person, either of the Distributor or of any
Intermediary Distributor, shall, in connection with the offer and sale of the
Contracts, make any representation or communicate any information regarding the
Contracts or the Company, which is not inconsistent with (i) materials approved
by the Company for distribution to the public, or (ii) a current prospectus
relating to the Contracts, or (iii) the then effective registration statements
under the Securities Act of 1933 (the "1933 Act") for the Contracts.
4. Offer, Sale and Acceptance of Applications. The Company will
undertake to appoint the Representatives and Intermediary's Representatives as
life insurance agents of the Company, and will be responsible for ensuring that
only agents properly qualified under the insurance laws of all relevant
jurisdictions will engage in the offer and sale of the Contracts. Completed
Applications shall be transmitted directly to the Company for acceptance or
rejection by the Company in its sole discretion, in accordance with its
insurance underwriting and selection rules. Initial and subsequent premium
payments under the Contracts shall be made payable to the Company, and when such
payments are received by a Representative or Intermediary's Representative they
shall be held in a fiduciary capacity and forwarded promptly, and in any event
not later than two business days, in full to the Company. All such premium
payments, whether by check, money order or wire, shall be the property of the
Company.
5. Undertakings. The Distributor, in order to discharge its duties
under this Agreement, may designate certain employees of the Company to become
limited or general securities principals of the Distributor, and the Company
will use its best efforts to ensure the cooperation of such employees. These
individuals will perform various functions on behalf of the Distributor,
including, but not limited to, supervision of the securities sales activities of
the Representatives and enforcement of the compliance rules and procedures of
the Distributor. All books and records relating to the Distributor's operations
shall: (a) be maintained and preserved by the Company as agent for the
Distributor, in conformity with the requirements of SEC Rules 17a-3 and 17a-4
under the 1934 Act; (b) be and remain the property of the Distributor; and (c)
be at all times subject to inspection by the SEC and the NASD in accordance with
Section 17(a) of the 1934 Act.
The Distributor will fully cooperate with the Company in executing such
papers and performing such acts as may be reasonably requested by the Company
from time to time for the purpose of: (a) maintaining the registration of the
Contracts under the 1933 Act, and of the Separate Account(s) under the
Investment Company Act of 1940 (the "1940 Act"); and (b) maintaining the
qualification of the Contracts for sale under applicable state laws.
Upon the completion of each transaction relating to the Contracts for
which a confirmation is legally required, the Company shall, acting as agent of
the Distributor, send a written confirmation of such transaction to the
customer.
6. Servicing of the Contracts. The Company shall provide all necessary
insurance operations, including such actuarial, financial, statistical, premium
billing and collection, accounting, data processing, and investment services as
may be required with respect to the Contracts. In addition to these services, or
other services provided hereunder, the Company shall provide such executive,
legal, clerical, and other personnel related services as may be required to
carry out the Company's obligations under this Agreement, including its
obligation to perform certain functions on behalf of the Distributor.
7. Recordkeeping. The Company shall provide recordkeeping and general
office administration services incidental to or necessary for the proper
performance of the services to be performed by the Company and, to the extent
the Distributor does not elect to perform said recordkeeping and administration
functions, the Distributor in accordance with this Agreement. In addition, the
Company shall maintain all book and records relating to the Contracts, which
materials will be available to the Distributor (to the extent that they relate
to the broker-dealer operations) and to the appropriate regulatory authorities
upon request.
All books, accounts, and records of the Company and the Distributor as
may pertain to the Contracts and this Agreement shall be maintained so as to
clearly and accurately disclose the nature and details of all Contract
transactions and all other transactions relating to this Agreement. The Company
shall own and control all records pertinent to its variable insurance products
operations that are maintained by the Distributor under this Agreement, and in
the event this Agreement is terminated for any reason, all such records shall
promptly be returned to the Company without charge, free from any claim or
retention of rights of the Distributor.
8. Confidentiality. The Distributor shall keep confidential any
information obtained pursuant to this Agreement, and shall disclose such
information only if the Company has authorized such disclosure, or if such
disclosure is expressly required by the appropriate federal or state regulatory
authorities.
9. Expenses and Fees. The Company shall pay commissions to the
Distributor on premiums paid under all Contracts sold pursuant to this Agreement
and any Sales Agreements entered into pursuant to Section 2 of this Agreement.
The Company shall, in connection with the sale of the Contracts, pay all
amounts, including sales commissions, owed by the Distributor to the
Representatives or Intermediary Distributors. The Distributor shall be
responsible for all tax reporting information which the Distributor is required
to provide under applicable tax law to its agents, Representatives or employees
with respect to the Contracts.
The Company shall pay, or cause another person to pay, all expenses
related to: (a) registering the Distributor's associated persons with the NASD
and all other appropriate securities regulatory authorities; (b) preparing the
Distributor's associated persons to pass the applicable NASD and state
qualification examinations; (c) preparing and distributing all prospectuses
(including all amendments and supplements thereto), Contracts, notices,
confirmations, periodic reports, proxy solicitation materials, sales literature
and advertising relating to the sale of the Contracts; and (d) ensuring
compliance with all applicable insurance and securities laws and regulations
relating to the registration of the Contracts and the activities of the
Representatives in connection with the offer and sale of the Contracts. Except
as otherwise indicated herein, or by written agreement of the parties, the
Company shall pay, or cause another person to pay, all expenses resulting from
this Agreement.
10. Dual Interests. It is understood that any shareholder, director,
officer, employee, or agent of the Distributor, or of any organization
affiliated with the Distributor, or of any organization which the Distributor
may have an interest, or of any organization which may have an interest in the
Distributor may be a Contractholder; and that the existence of any such dual
interest shall not affect the validity thereof or the validity of any
transaction hereunder except as may be otherwise provided in the articles of
incorporation or by-laws of the Distributor, or by the specific provisions of
applicable law. For the purpose of this Section 10, the term "affiliated person"
shall have the same definition as set forth in the 1940 Act subject, however, to
such exemptions as may be granted pursuant to the 1940 Act.
11. Customer Claims. The Company shall provide all services relating to
claims made under the Contracts, including investigation, adjustment, and
defense of claims, and shall make all payments relating to the Contracts,
including payments representing claims, Contract loans, full and partial
surrenders, and amounts paid under Contract settlement options. The Company
shall retain ultimate authority for adjustments and claim payments, which
payments shall be final and conclusive.
12. Cooperation Regarding Investigations and Proceedings. The
Distributor and the Company agree to fully cooperate with each other in any
insurance regulatory examination, investigation, or proceeding, or in any
judicial proceeding arising in connection with the Contracts distributed under
this Agreement. The Distributor and the Company further agree to fully cooperate
with each other in any securities regulatory examination, investigation, or
proceeding, or in any judicial proceeding with respect to the Company, the
Distributor, their affiliates and agents, or representatives, to the extent that
such examination, investigation, or proceeding is in connection with Contracts
distributed under this Agreement. The Distributor shall, upon request by the
appropriate federal and state regulatory authorities, furnish such authorities
with any information or reports in connection with the Distributor's services
under this Agreement.
13. Sharing of Information. Each party hereto will promptly advise the
other of: (a) any action taken by the SEC, the NASD, or other regulatory
authorities, of which it has knowledge, affecting the registration or
qualification of the Contracts, or the right to offer the Contracts for sale;
and (b) the happening of any event which makes untrue any statement contained in
the registration statements or prospectus, or which requires the making of any
change in the registration statements or prospectus in order to make the
statements therein not misleading.
14. Indemnification.
a. The Company. The Company shall indemnify and hold harmless
the Distributor and each person who controls or is associated with the
Distributor within the meaning of such terms under the federal
securities laws, and any officer, director, employee or agent of the
foregoing, against any and all losses, claims, damages or liabilities,
joint or several (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in
settlement of any action, suit or proceeding or any claim asserted), to
which the Distributor and/or any such person may become subject, under
any statute or regulation, any NASD rule or interpretation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities
(i) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact or
omission or alleged omission to state a materials fact
required to be stated therein or necessary to make the
statements therein not misleading, in light of the
circumstances in which they were made, contained in any (A)
registration statement or in any prospectus; or (B) a blue-sky
application or other document executed by the Company
specifically for the purpose of qualifying any or all of the
Contracts for sale under the securities laws of any
jurisdiction; provided that the Company shall not be liable in
any such case to the extent that such loss, claim, damage or
liability arises out of, or is based upon, an untrue statement
or alleged untrue statement or omission or alleged omission:
(A) made in reliance upon information furnished in writing to
the Company by the Distributor specifically for use in the
preparation of any registration statement or any such blue-sky
application or any amendment thereof or supplement thereto; or
(B) contained in any registration statement, or any
post-effective amendment thereto which becomes effective,
filed by a Fund with the SEC relating to shares of such Fund
(the "Shares"), including any financial statements included
in, or any exhibit to, such registration statement or
post-effective amendment, any prospectus of a Fund relating to
the Shares either contained in any such registration statement
or post-effective amendment or filed pursuant to Rule 497(c)
or Rule 497(e) under the 1933 Act, any blue-sky application or
other document executed by a Fund specifically for the purpose
of qualifying any or all of the shares of such Fund for sale
under the securities laws of any jurisdiction or any
promotional, sales or advertising material or written
information relating to the Shares authorized by a Fund; or
(ii) result because of the terms of any Contract or
because of any breach by the Company of any provision of this
Agreement or of any Contract or which proximately result from
any activities of the Company's officers, directors, employees
or agents or their failure to take any action in connection
with the sale, processing or administration of the Contracts.
This indemnification agreement shall be in addition to any
liability that the Company may
otherwise have; provided, however, that no person shall be entitled to
indemnification pursuant to this provision if such loss, claim, damage
or liability is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the person seeking
indemnification.
b. The Distributor. The Distributor shall indemnify and hold
harmless the Company and each person who controls or is associated with
the Company within the meaning of such terms under the federal
securities laws, and any officer, director, employee or agent of the
foregoing, against any and all losses, claims, damages or liabilities,
joint or several (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in
settlement of any action, suit or proceeding or any claim asserted), to
which the Company and/or any such person may become subject, under any
statute or regulation, any NASD rule or interpretation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon:
(i) violations(s) by the Distributor or a
Representative of federal or state securities law(s) or
regulation(s), applicable banking law(s) or regulation(s),
insurance law(s) or regulation(s) or any rule or requirement
of the NASD; or
(ii) any unauthorized use of sales or advertising
material, any oral or written misrepresentations, or any
unlawful sales practices concerning the Contracts, by the
Distributor or a Representative; or
(iii) claims by the Representatives or other agents
or representatives of the Distributor for commissions or other
compensation or remuneration of any type; or
(iv) any action or inaction by a clearing broker
through whom the Distributor purchases any transaction
pursuant to this Agreement; or
(v) any failure on the part of the Distributor or a
Representative to submit premiums or Applications to the
Company, or to submit the correct amount of a premium, on a
timely basis and in accordance with Section 4 of this
Agreement, subject to applicable law; or
(vi) any failure on the part of the Distributor or a
Representative to deliver the Contracts to purchasers thereof
on a timely basis; or
(vii) a breach by the Distributor of any provisions
of this Agreement. This indemnification agreement shall be in
addition to any liability that the Distributor may
otherwise have; provided, however, that no person shall be entitled to
indemnification pursuant to this provision if such loss, claim, damage
or liability is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the person seeking
indemnification.
c. In General. After receipt by a party entitled to
indemnification (the "indemnified party") under this Section 14 of
notice of the commencement of any action, if a claim in respect thereof
is to be made against any person obligated to provide indemnification
under this Section 14 (the "indemnifying party"), such indemnified
party shall notify the indemnifying party in writing of the
commencement thereof as soon as practicable thereafter, provided that
the omission to so notify the indemnifying party shall not relieve the
indemnifying party from any liability under this Section 14, except to
the extent that the omission results in a failure of actual notice to
the indemnifying party and such indemnifying party is damaged solely as
a result of the failure to give such notice. The indemnifying party,
upon the request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate
in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between
them. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with
such consent or if there be a final judgment for the plaintiff, the
indemnifying party shall indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
The indemnification provisions contained in this Section 14
shall remain operative in full force and effect, regardless of (i) any
investigation made by or on behalf of the Company or by or on behalf of
any controlling person thereof, (ii) delivery of any Contracts and
premiums therefor, and (iii) any termination of this Agreement. A
successor by law of the Distributor or the Company, as the case may be,
shall be entitled to the benefits of the indemnification provisions
contained in this Section 14.
15. Standard of Care. Neither the Company nor the Distributor shall be
liable to the other for any action taken or omitted by any of their officers,
directors, employees, or agents, in connection with the good faith performance
of their responsibilities under this Agreement, except for willful misconduct,
bad faith, negligence, or reckless disregard of the duties of the parties under
this Agreement.
16. Assignment. The Distributor may not assign or delegate its
responsibilities under this Agreement without the prior written consent of the
Company.
17. Termination. This Agreement shall become effective as of the date
of its execution, shall continue in full force and effect until terminated, and
may be terminated by either party at any time without penalty upon sixty (60)
days written notice to the other party. This Agreement may be terminated upon
ten days notice upon the other party's material breach of any provision of this
Agreement, unless such breach has been cured to the satisfaction of the
non-breaching party within ten days of receipt by the breaching party of notice
of such breach from the non-breaching party. This Agreement may also be
terminated at any time without penalty if, in the sole discretion of the
Company, the Distributor is not performing its duties in a satisfactory manner.
Upon termination of this Agreement all authorizations, rights and
obligations shall cease except for the obligation to settle accounts hereunder,
including commissions on premiums subsequently received for Contracts in effect
at the time of termination or issued pursuant to Applications received by the
Company prior to termination, and the obligations contained in Sections 7, 10,
11, 12, 13, and 14.
18. Amendment. This Agreement and the Schedules hereto may be amended
at any time by a writing executed by both of the parties hereto.
19. Governing Law. This Agreement, and the rights and liabilities of
the parties hereunder, shall be construed in accordance with the internal laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
TRANSAMERICA INSURANCE SECURITIES
SALES CORPORATION
By: ____________________________
----------------------------
Name
----------------------------
Title
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
By: _____________________________
-----------------------------
Name
-----------------------------
Title