Distribution and Administrative Services Agreement

Exhibit 3C

Distribution and Administrative Services Agreement

This Distribution and Administrative Services Agreement (“Agreement”) is made and entered into on this 4th day of September, 2012 (the “Effective Date”), by and among ANICO Financial Services. Inc., a Texas corporation (“Distributor”), and American National Insurance Company, a life insurance company domiciled in the state of Texas (“Company”), on its own behalf and on behalf of the separate accounts listed on Schedule A (“Separate Accounts”). The capitalized terms used in this Agreement and not otherwise defined have the meanings specified by Article 10.

WHEREAS, the Company and the Separate Accounts are the issuers of certain life insurance policies and annuity contracts that are deemed to be securities under the Securities Act of 1933 (the “Securities Act”) and which may be subject to regulation under the Investment Company Act of 1940 (the “Company Act”); and

WHEREAS, the Distributor is a broker-dealer registered with the Securities and Exchange Commission (the “Commission”) under the Securities and Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”) and is willing to serve as the distributor for the Contracts, as defined below, in accordance with the terms hereof.

NOW, THEREFORE, the parties agree as follows:

Article One

Distribution of the Contracts

1.1 Distribution by Distributor. During the term of this Agreement, the Distributor shall use its best efforts to offer and sell the life insurance policies and annuity contracts identified on Schedule A (“Contracts”), attached hereto and made a part hereof, as agent for and on behalf of the Company and the Separate Accounts, on a continuing basis in such jurisdictions where the offer and sale of the Contracts are lawful.

1.2 Organization of the Selling Group; Due Diligence. (a) The Company and the Distributor may jointly enter into selling agreements with Independent Agencies willing to sell the Contracts for the Company to retail clients. In such cases, the Company shall appoint such Independent Agencies, and each such Independent Agency’s insurance agents, if required by state insurance law, as agents for the sale of the Contracts. The Company may refuse to appoint any person, and may terminate or refuse to renew such person’s appointment, if the Company determines, in its sole discretion, that such appointment is inconsistent with applicable state insurance law.

(b) The Distributor shall be fully responsible for ensuring that each Independent Agency with which it contracts to sell the Contracts for the Company or that are otherwise permitted to sell the Contracts by the Distributor are qualified for such purpose pursuant to Section 4.3 hereof for so long as such Independent Agency continues to sell for or on behalf of the Company. The Distributor shall notify the Company and shall terminate any Independent Agency’s authority to sell the Contracts promptly if the Distributor becomes aware that the Independent Agency ceases to have the qualifications of Section 4.3 hereof or otherwise fails or refuses to comply with the terms and conditions of the selling agreements contemplated under Section 1.2(a) hereof.

1.3 Compliance and Suitability. The Distributor shall conduct the distribution of the Contracts in accordance with all applicable state and federal laws and the rules and regulations of FINRA. The Distributor shall ensure that all agreements with the Independent Agencies with respect to the Contracts shall provide that each Independent Agency will assume full responsibility for continued compliance by itself and its associated persons with FINRA rules and applicable federal and state laws. The Distributor shall use its best efforts to ensure that (i) all recommendations, sales or exchanges of the Contracts are suitable in accordance with NASD Rule 2310 or, as applicable, FINRA Rule 2111, and applicable state laws, (ii) all accounts are opened and

 

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maintained in accordance with FINRA Rule 2090, (iii) recommended purchases and exchanges of deferred variable annuities are made in accordance with FINRA Rule 2330, and (iv) its business is conducted in accordance with the standards of commercial honor and principles of trade contemplated under FINRA Rule 2010. In ensuring compliance with its suitability obligations with respect to the activities of an Independent Agency, the Distributor may rely on written representations of the Independent Agency that (i) the Independent Agency maintains a system to supervise recommendations to consumers, which system is reasonably designed to achieve compliance with all applicable state insurance laws or regulations pertaining to annuity sales practices and all applicable FINRA rules regarding suitability, and (ii) the Independent Agency maintains written procedures and conducts periodic reviews of its records to confirm compliance with all such applicable laws, rules and regulations.

1.4 Exchanges and Replacements. (a) The Distributor shall not directly or indirectly exchange or offer to exchange any Contract issued by a Separate Account registered under Section 8 of the Company Act for any other security or insurance contract issued by any person without the express written authorization of the Company and such Separate Account or except in strict accordance with the Company’s written policies with respect to the acceptability of exchanges. The Distributor shall enforce the Company’s exchange procedures, including any training requirements, and shall ensure that all required disclosures, notices, waivers and other materials have been appropriately executed and delivered in accordance with applicable law.

(b) For purposes of paragraph (a) hereof the term “exchange” means any transaction in which a new life insurance policy or annuity contract is purchased and an existing Contract is replaced, lapsed, forfeited, surrendered, converted, amended, reissued or otherwise terminated or used in a financed purchase and includes a transaction subject to Section 11 of the Company Act.

1.5 Issuance, Amendment and Withdraw of the Contracts. The Company may cancel, or refuse to issue, a Contract to any person if such person fails to meet the Company’s underwriting standards, the application materials are inaccurate or incomplete, the purchaser fails to meet the Company’s suitability standards or the sale fails to meet the Company’s internal policies or system requirements in any material respect or was conducted in a manner inconsistent with the Disclosure Documents or in breach of this Agreement. The Company, on its behalf and on behalf of the Separate Accounts, may modify the Contracts’ terms and conditions or premiums charged therefor and may suspend or terminate the offering of any of the Contracts in any jurisdiction deemed advisable by the Company at any time in its sole discretion. The Company reserves the right at any time to suspend or limit the public offering of any of the Contracts upon one day’s written notice to the Distributor.

Article Two

Disclosures and Sales Literature

2.1 The Disclosure Package. The Company shall provide the Distributor with as many printed copies of the Disclosure Package as the Distributor may reasonably request. The Distributor shall be responsible for the delivery of the Disclosure Package for each Contract sold for the Company or the Separate Accounts. The Disclosure Package will be distributed in accordance with the Company’s instructions and applicable federal and state law. No sale may be effected by the Distributor unless accompanied or preceded by the appropriate materials included in the Disclosure Package.

2.2 Development of and Responsibility for Sales Literature. (a) The Company shall develop all Sales Literature for the Contracts. All Sales Literature will be reviewed by the parties and submitted for approval in accordance with Sections 2.2(b) and 2.2(c) hereof. Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any loss that arises out of or results from such other party’s failure to comply with Sections 2.2(b) or 2.2(c) hereof.

 

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(b) The Distributor shall be fully responsible for (1) ensuring that the Sales Literature complies in all respects with the rules and regulations of the Commission (including Rules 156 and 482 under the Securities Act) and all applicable federal and state securities laws, (2) ensuring that the Sales Literature complies with the rules and regulations of FINRA, including, without limitation, applicable standards of content under Rule 2210, and (3) filing the Sales Literature with FINRA and any other securities regulatory authorities.

(c) The Company shall be fully responsible for ensuring that the Sales Literature complies in all respects with the insurance laws of the states where the Sales Literature is used and filing the Sales Literature with state insurance regulatory authorities when required by applicable law.

2.3 Permissible Representations. The Distributor may not, directly or indirectly, make any statements or representations, or furnish any information, in any manner, on behalf of or concerning the Company, the Separate Accounts or the Contracts except such information that is contained in the Registration Statements, the Disclosure Documents or the Sales Literature without the written approval of the Company.

2.4 Compensation. As compensation for the services provided by Distributor herein, the Company shall provide the consideration described in the Service and Expense-Sharing Agreement (the “Service and Expense-Sharing Agreement”) between the parties of even date herewith.

2.5 Settlement. The Company and the Distributor shall settle any and all reimbursements and other payments required under the Service and Expense-Sharing Agreement as soon as possible and in no event later than thirty (30) business days after the end of each calendar month.

Article Three

Representations of the Company and

the Separate Accounts

The Company, on behalf of itself and the Separate Accounts, hereby represents to the Distributor as follows. The Distributor acknowledges that neither the Company nor the Separate Accounts have made any representation not expressly stated in this Article and is not relying upon any representation except as follows:

3.1 Organization; Authority. (a) The Company is a life insurance company duly organized and in good standing under the laws of the State of Texas with power and authority to issue life insurance policies and annuity contracts in accordance with state insurance law in those jurisdictions that have issued the Company a certificate of authority and is duly qualified to conduct the business of life insurance in all jurisdictions within the United States except in the State of New York. This Agreement has been duly authorized, executed and delivered by the Company.

(b) The Separate Accounts are validly existing segregated asset accounts established by resolutions of the board of directors of the Company in accordance with the insurance laws of the State of Texas. The Separate Accounts are registered with the Commission in accordance with Section 8 of the Company Act or are exempt from registration thereunder. This Agreement has been duly authorized, executed and delivered by the Company on behalf of the Separate Accounts.

3.2 Contracts Validly Issued. The Contracts issued by the Company or the Separate Accounts and sold by the Distributor have been validly authorized by the Company, and where applicable, approved by or filed with the insurance department of the state in which the Contract is sold, and when issued and delivered against payment therefore, will be duly and validly issued and in each case will qualify for sale under state securities laws and comply in all material respects with state insurance law in each jurisdiction where the Company authorizes the Contracts to be sold and will conform to the applicable description of the Contracts in the Disclosure Documents.

 

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3.3 Filing and Effectiveness of Registration Statements. The Company has filed Registration Statements with the Commission as to those Contracts the offer and sale of which would be unlawful under Section 5 of the Securities Act in the absence of such Registration Statements. The Registration Statements have been declared effective and are not the subject of a refusal order or stop order instituted under Section 8 of the Securities Act to suspend the effectiveness of the Registration Statements.

3.4 No Material Misstatements or Omissions. (a) The Disclosure Documents do not, and will not as of their respective dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) The Registration Statements do not, and will not on any date an amendment to such Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

3.5 Agents Duly Licensed Producers. All persons who are authorized to solicit, negotiate or procure life insurance and annuity contracts on behalf of the Company will be, when appointed by the Company and associated with the Distributor, duly licensed and appointed to engage in such activities under the insurance laws of each state in which such agent has been appointed by the Company.

3.6 Statements and Omissions Not Covered by Representations. Notwithstanding anything in this Agreement to the contrary, no representation is made by the Company or the Separate Accounts with respect to statements or omissions based on information furnished or required to be furnished to the Company or the Separate Accounts by the Distributor:

Article Four

Representations of the Distributor

The Distributor hereby represents to the Company and the Separate Accounts as follows. The Company and the Separate Accounts acknowledge that the Distributor has not made any representation not expressly stated in this Article and are not relying upon any representation except as follows.

4.1 Organization; Authority. The Distributor is a corporation duly organized and in good standing under the laws of the State of Texas with full corporate power and authority to conduct its business in the manner contemplated by this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Distributor.

4.2 Distributor Duly Licensed and Qualified. The Distributor is registered as a broker-dealer with the Commission in accordance the Exchange Act and in accordance with the laws of each state where such registration is necessary in connection with the Distributor’s performance hereunder. The Distributor is a member in good standing with FINRA, and all persons engaged in the securities business of the Distributor are registered with FINRA in the category of registration appropriate to such person’s function. Neither the Distributor nor any of its officers, directors, employees or representatives are subject to any Statutory Disqualification, nor are any such persons disqualified from serving as the principal underwriter for an investment company under Section 9 of the Company Act.

4.3 Independent Agencies Adequately Vetted. On the date the Distributor recommends an Independent Agency for appointment by the Company to sell the Contracts, the Distributor has performed sufficient due diligence to form a reasonable belief that (i) the Independent Agency is a broker-dealer registered with the Commission and a member in good standing with FINRA and the SIPC; (ii) the Independent Agency has all licenses, memberships, permits and authorizations required by federal and state securities laws to sell the Contracts; (iii) the Independent Agency maintains appropriate policies and procedures to comply with applicable

 

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anti-money laundering laws, the regulations of the United States Department of the Treasury and the OFAC; (iv) the Independent Agency has appropriate safeguards to protect the privacy of Customer Information; (v) the Independent Agency has established a written identity theft prevention program meeting the requirements of Section 681.1 of Title 16 of the Code of Federal Regulations or other applicable law; (vi) the Independent Agency complies in all material respects with federal and state securities laws; and (vii) the Independent Agency is not, and has not been, the subject of any threatened or pending action or event that could have a material adverse effect on the reputation, financial condition or goodwill of the Company.

Article Five

Administrative Services

5.1 Commission Payments. The Company shall pay all sales commissions owing to those persons appointed by the Company who are also associated persons of the Distributor, directly to the Distributor who shall promptly remit such commissions to those persons entitled to them; provided, however, that the Company shall transmit all sales commissions earned by the Independent Agencies directly to such agencies. The Company will have no discretion over the amount or allocation of the payments and will make such payments in strict compliance with the Distributor’s instructions and applicable contractual obligations. All such payments will be properly reflected on the Distributor’s books and records of account and reported on the Distributor’s FOCUS and Fee Assessment Reports.

5.2 Confirmations. The Distributor shall prepare and deliver all confirmations in connection with the purchase, transfer or withdrawal of funds under the Contracts, in each case in compliance with Rule 10b-10 of the Exchange Act and FINRA Rule 2230. The Company shall, if and for so long as the Distributor may request, prepare and send confirmations on the Distributor’s behalf at or before the completion of each transaction in accordance with the rules and regulations of the Commission. Such confirmations will reflect the facts of the transaction and will conspicuously disclose that the confirmation is sent on behalf of the Distributor acting in the capacity of agent for the Company.

5.3 Books and Records. (a) The Distributor shall maintain and preserve correct books and records of account in accordance with Rules 17a-3 and 17a-4 of the Exchange Act, such others rules and regulations as may be prescribed by the Commission or FINRA and applicable state insurance law. The Distributor shall make such books and records of account available for prompt inspection by the Commission, FINRA and any state regulatory agency with authority to examine the Company or the Separate Accounts. The Company may inspect, copy or take possession of such books and records of account at any time on demand.

(b) Notwithstanding subsection (a) of this Section 5.3, the Distributor may request that some or all of the books and records contemplated under such subsection (a) be prepared and maintained in accordance with such rules by the Company on behalf of and as agent for the Distributor. The Company acknowledges that such books and records are and will remain the property of the Distributor and shall make such books and records available for inspection by the Commission in accordance with Section 17 of the Exchange Act at all times. Notwithstanding the foregoing, or any other agreement between the parties, all Contract Documents will remain the property of the Company and will be returned promptly upon termination of this Agreement except as prohibited by applicable federal or state securities laws.

5.4 No Restrictions on Distributor’s Supervision. The services provided by the Company to the Distributor under this Article are for administrative convenience and are performed by the Company purely as a clerical and ministerial function. Nothing in this Agreement is to be construed as limiting the Distributor’s liability for the securities activities of persons subject to its supervisory control or delegating in any way the Distributor’s responsibilities under Section 1.3 hereof.

 

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Article Six

General Responsibilities

6.1 Amendments to Disclosures. The Company shall take all such actions as are necessary to permit the offer and sale of the Contracts under applicable law, including amending the Registration Statements filed with the Commission under the Securities Act and the Company Act from time to time as required to effect the continuous offering of the Contracts. The Distributor shall promptly notify the Company of any event or other information known by the Distributor which may call for the Company to amend or supplement the Registration Statements or Disclosure Documents. The Company will promptly notify the Distributor of any amendment or supplement made pursuant to this section and will furnish such amendment or supplement to the Distributor upon request.

6.2 Disqualified Persons to be Terminated. (a) The Distributor shall promptly terminate any officer, director, employee, representative or other associated person who is or becomes subject to a Statutory Disqualification or is or becomes disqualified from serving as a principal underwriter for the Contracts pursuant to Section 9 of the Company Act or whose license to sell securities under state or federal law is revoked or suspended for any reason.

(b) The Company shall promptly terminate any person appointed to sell the Contracts as an agent on behalf of the Company or the Separate Accounts who is or becomes ineligible to sell the Contracts under state insurance law or whose license to sell the Contracts is revoked or suspended for any reason.

6.3 Legal Compliance; Rule 38a-1 Program. (a) The Distributor shall take all necessary action to maintain its registration with the Commission as a broker-dealer and its good standing as a member of FINRA and to maintain or acquire all charters, licenses, registrations, memberships, permits or other regulatory authorizations necessary for the conduct of its business or that later become necessary.

(b) The Company shall take all necessary action to maintain its certificates of authority in those jurisdictions where the Contracts are to be sold and to maintain or acquire all charters, licenses, registrations, memberships, permits or other regulatory authorizations necessary to issue the Contracts or that later become necessary. The Company shall take all necessary action to maintain the registration of the Separate Accounts under Section 8 of the Company Act or to qualify the Separate Accounts for an exception therefrom.

(c) The Distributor acknowledges that it has received a copy of the Rule 38a-1 Compliance Manual for the Separate Accounts. The Distributor shall comply with the Rule 38a-1 Compliance Manual and shall cooperate with the Company and the Separate Accounts to comply with the federal securities laws and to update the Rule 38a-1 Compliance Manual as required by Rule 38a-1.

6.4 Anti-Money Laundering Programs. Each of the parties hereto shall maintain written policies and procedures designed to achieve and monitor compliance in all material respects with the Bank Secrecy Act, the USA PATRIOT Act and all other applicable anti-money laundering rules and regulations including those established by the United States Department of the Treasury. Each party shall promptly notify the other of any suspicious activity or pattern of activity that is reasonably believed to require further investigation. Upon the reasonable request of a party, the other parties shall promptly furnish a certificate signed by an appropriate compliance officer affirming that such party complies in all material respects with this section.

6.5 OFAC Compliance. The parties shall use their best efforts to ensure that no payment or transfer to, and no transaction is made with, nor any account opened or maintained for, whether directly or indirectly, any person or entity who (1) is or becomes subject to sanctions administered by OFAC, (2) is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or

 

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(3) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable law or regulations.

6.6 Privacy of Customer Information. The Distributor shall deliver, or shall cause the Independent Agencies to deliver, a clear and conspicuous notice, including an opt-out notice if required, that accurately reflects the privacy policies and practices of the respective parties hereto in compliance with applicable Privacy Rules. All Customer Information will be the sole property of the Company. The Distributor may use and disclose Customer Information only to the extent necessary to provide the services identified in this Agreement in the ordinary course of business except as otherwise permitted by applicable Privacy Rules or by the Company’s privacy policy.

6.7 Information Security. Each party shall implement and maintain written administrative, physical and technical safeguards reasonably and appropriately designed to protect the confidentiality, integrity and availability of Customer Information. Such safeguards shall be at least as rigorous as those generally accepted in the financial services industry but in no event less rigorous than the safeguards the party affords its most sensitive information. Each party shall provide reasonable assistance and cooperation to mitigate, to the extent practicable, any harmful effect related to the unauthorized use, access or disclosure of Customer Information. Each party shall promptly notify the other parties of any incident reasonably believed to have resulted in the unauthorized use, access or disclosure of Customer Information. Such notice shall identify each individual whose Customer Information is reasonably believed to have been used accessed, acquired or disclosed. Each party or its auditors are authorized, on mutually agreed upon dates and times, to access the other parties’ policies, procedures, personnel, information systems, networks, other facilities and information to evaluate the strength and effectiveness of the other parties’ information security program.

6.8 Frequent and Disruptive Trading Policies. Distributor shall not directly or indirectly offer, adopt, implement, conduct or participate in any program, plan, arrangement, devise or strategy that the Company deems harmful or potentially disruptive, or which violates the policies and procedures applicable to the Contracts or to the Separate Accounts as disclosed in their respective Disclosure Documents, including, without limitation, any activity involving market timing, programmed transfer, frequent transfer and similar investment programs. The Company may restrict or prohibit further purchases or exchanges by any person that has been identified by the Company as having engaged in transactions that violate the policies and procedures disclosed in the Disclosure Documents or that are deemed disruptive by the Company in its sole discretion.

6.9 Broker’s Bond. Unless exempt pursuant to FINRA Rule 4360, the Distributor shall maintain an appropriate broker’s blanket bond covering any and all acts of its officers, directors, employees and other agents reasonably necessary to indemnify the Company and the Separate Accounts against any loss which any person may suffer or incur, directly or indirectly, as a result of any act or omission by the Distributor or its officers, directors, employees or agents. If the Distributor claims exemption from such requirements pursuant to FINRA Rule 4360, the Distributor shall provide to the Company on an annual basis a copy of the Distributor’s Form SIPC-3 certification or such other certification as the Company may deem acceptable.

6.10 Cooperation in Regulatory Matters. Each party shall cooperate with the others to the extent reasonably necessary to obtain (1) approval for Sales Literature from all necessary regulatory authorities; (2) approval of any application related to this Agreement for an order seeking an exemption from provisions of the Company Act (including Sections 17 and 26(c) thereunder) applicable to the Company, the Separate Accounts or the Distributor; or (3) any necessary or appropriate relief or approval from any state or federal regulatory authority or SRO for any matter arising out of or related to the performance of this Agreement.

6.11 Required Notifications. Each party shall promptly notify the other parties of any of the following developments of which it becomes aware: (i) the representations made by the party hereunder are or have become inaccurate in any material respect; (ii) any state or federal regulatory authority including the Commission and

 

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FINRA have instituted or have threatened to institute any administrative proceeding against the party; (iii) the party’s status as a member of any SRO or the SIPC has undergone any material change since the Effective Date; (iv) the party has breached any covenant made by it in any material respect; or (v) any person other than a party hereto has instituted or threatened to institute a legal action against any other party hereto or any Independent Agency or has made or threatened to make a complaint or claim related to the Contracts or any party hereto with any government agency or SRO.

Article Seven

Indemnification

7.1 Indemnification by the Distributor. The Distributor shall indemnify and hold harmless the Company and the Separate Accounts and Company’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates from and against all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of the Distributor’s breach of this Agreement. The Distributor shall not be required to indemnify or hold harmless the Company from and against expenses, losses, claims, damages, or liabilities that have resulted from the Company’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.

7.2 Indemnification by the Company. The Company shall indemnify and hold harmless the Distributor and Distributor’s officers, directors, agents, controlling persons, employees, subsidiaries and affiliates from and against all attorneys’ fees, litigation expenses, costs, losses, claims, judgments, settlements, fines, penalties, damages and liabilities incurred as the direct or indirect result of the Company’s breach of this Agreement or a claim or dispute between the Company and an Independent Agency (including its representatives) and/or a Contract owner. The Company shall not be required to indemnify or hold harmless the Distributor from and against expenses, losses, claims, damages, or liabilities that have resulted from the Distributor’s willful misfeasance, bad faith, negligence, willful misconduct or wrongful act.

7.3 Notice Required for Claims; Right to Defend Claim. A party entitled to indemnification shall promptly notify the other of all demands, claims, disputes and proceedings that may form the basis for indemnification pursuant to this Agreement. The party who may be obligated to provide indemnification shall be entitled to participate in the defense of the other party, but such participation shall not relieve the indemnifying party of its obligations hereunder.

Article Eight

Termination and Survival

8.1 Term and Termination. This Agreement shall remain in full force and effect for an initial term of one year and shall automatically renew for successive one year periods. This Agreement may be terminated without payment of any penalty in the following circumstances:

 

(a)

Any party may terminate this Agreement upon sixty (60) days’ advance written notice to the others;

 

(b)

Any party may immediately terminate this Agreement if (i) the registrations, memberships, licenses, and/or other authorizations of any other party required under this Agreement are no longer in force or good standing; (ii) any other party becomes the subject of any investigation, inquiry or other proceeding that pertains to the violation of any statute, regulation or rule and that might adversely affect its ability to perform its duties under this Agreement; or (iii) any other party has engaged in conduct inconsistent with the obligations imposed by this Agreement.

 

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8.2 Content of Notice; Date Notice Effective. A notice of termination given by a party pursuant to this section has no effect unless the notice states the grounds for termination with reasonable specificity.

8.3 Survival. If this Agreement is terminated pursuant to this Article, the Agreement will be void and of no effect, but no such termination will relieve any party from any liability or damages incurred or based on events that occurred before such termination. Notwithstanding the foregoing, Section 6.11, Articles 7, 9 and 10 will survive any termination of this Agreement.

Article Nine

Miscellaneous

9.1 Section 26 Fees and Expenses. No payment or expense will be allowed to the Distributor by the Separate Accounts or by the Company except as expressly set forth in this Agreement. The Company may, on its behalf or on behalf of the Separate Accounts, modify or eliminate any reimbursement or other payment allowed to the Distributor if the Company determines that the fees and charges deducted under the Contracts are not, in the aggregate, reasonable in relation to the services rendered, the risks assumed and the expenses expected to be incurred.

9.2 Notice. Any notice shall be sufficiently given when sent by registered or certified mail to the other parties at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties:

If to the Company or the Separate Accounts:

American National Insurance Company

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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn: President

If to the Distributor:

ANICO Financial Services, Inc.

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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attn: President

9.3 No Implied Authority. No power or authority is granted by the Company to the Distributor, the Independent Agencies or their respective agents except as expressly stated herein and no such power or authority is to be implied.

9.4 Assignment; Severability. This Agreement may not be assigned by any party hereto without the written consent of the other parties to the Agreement.

9.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to principals of conflicts of law.

9.6 Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing and executed by each of the parties. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise

 

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of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

9.7 Interpretation of Certain Terms. References to the Securities Act, the Exchange Act, the Company Act or other applicable laws means such laws as amended, as well as any successor laws, and includes the rules and regulations of, and official interpretive authorities issued by, the relevant regulatory authorities. References to the rules and regulations of any SRO mean the rules and regulations enforced by the relevant SRO, as amended, and include, with respect to any rule or regulation expressly cited, any successor rule or regulation. The phrase “associated person” or “person associated with” or like terms or phrases have the meaning specified by Section 3(a)(18) of the Exchange Act unless the context otherwise requires. The word “including” and like terms are illustrative and are to be deemed followed by the phrase “without limitation” where applicable.

Article Ten

Definitions

“Contract Documents” means all accounts, customer files and records (including names, addresses and ages of customers or records of policy expiration or renewal dates), application forms, rate books and all other records referenced in Section II of the Broker-Dealer Selling Agreement and Licensed Agency Agreement, as amended, and which is incorporated herein by reference for all purposes.

“Customer Information” means (i) personally identifiable financial information; (ii) any list, description or other grouping of information about customers that is derived using any personally identifiable financial information that is not available to the public; and (iii) any information provided by a consumer to purchase, or results from a transaction to obtain, a Contract.

“Definitive Prospectus” means, with respect to any Contract registered under the Securities Act, the prospectus meeting the requirements of Section 10 of the Securities Act and included in the then effective Registration Statement as supplemented pursuant to Rule 497 of the Securities Act.

“Disclosure Documents” means the applicable Definitive Prospectuses, Disclosure Memorandums and statements of additional information for the relevant Contracts.

“Disclosure Memorandum” means, with respect to any Contract for which no Registration Statement is in effect, the current memorandum prepared by the Company that describes the Contract and the offering thereof as supplemented by the Company from time to time.

“Disclosure Package” means with respect to the Contracts each of the following documents as applicable: (i) a Definitive Prospectus or Disclosure Memorandum; (ii) the statement of additional information filed with the registration statement for each registered Contract; (iii) the prospectus or other document satisfying the requirements of a prospectus under Section 10(b) of the Securities Act pursuant to Rule 482 thereunder for each mutual fund offered as an underlying investment option; (iv) any other disclosures, notices, disclaimers or documents furnished by the Company that, under applicable law, must accompany, or be delivered prior to, or within a reasonable time after, the sale of a Contract; and (v) any supplements or amendments thereto.

“Independent Agency” means a person, other than an affiliate of the Distributor, who is engaged in the business of soliciting, selling and negotiating life insurance and annuities to retail clients on behalf of one or more unaffiliated insurance companies and includes such person’s officers, directors, employees, agents, representatives, affiliates and other associated persons of such person as defined by Section 3(a)(18) of the Exchange Act.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

 

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“Privacy Rules” mean Regulation S-P as adopted by the Commission and Subchapter A of Chapter 22 of Title 28 of the Texas Administrative Code or other applicable state and federal privacy rules and regulations as amended from time to time.

“Registration Statements” means the registration statements filed with the Commission under Section 6 of the Securities Act in accordance with the form specified on Schedule A and the rules and regulations of the Commission and includes any post-effective amendments filed under Rule 485 of the Securities Act, the Definitive Prospectus and the statement of additional information, if any, filed therewith.

“Sales Literature” means any written communication or advertisement made generally available to customers or the public, including, without limitation, brochures, circulars, telemarketing scripts, seminar texts, reprints or excerpts of any other advertisement, educational or training materials but does not include any information in the Disclosure Package.

“SIPC” means the Securities Investor Protection Corporation.

“SRO” means a non-government self-regulatory organization with statutory authority to regulate its members and includes FINRA.

“Statutory Disqualification” means a disqualification under Section 3(a)(39) of the Exchange Act and includes an order of an appropriate regulatory agency denying, suspending or revoking registration as a broker-dealer; an order barring or suspending association with a broker-dealer; a conviction of any felony or a crime involving larceny, theft, robbery, extortion, forgery, fraud or counterfeiting.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.

 

 

11

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Schedule A

Separate Accounts and Contracts

The following Separate Accounts have been established by the Company:

American National Variable Annuity Separate Account

(issued the following variable annuity contracts)

 

Contract		SEC File Number
WealthQuest III Variable Annuity			333-30318
Investrac Gold Variable Annuity*			33-60442
WealthQuest Variable Annuity II*			333-10581
WealthQuest III Group Unallocated Variable Annuity*			333-33856

American National Variable Life Separate Account

(issued the following variable life contracts)

 

Contract		SEC File Number
WealthQuest III Variable Universal Life			333-53122
Investrac Gold Variable Universal Life*			33-36525
Investrac Advantage Variable Universal Life*			333-47321
WealthQuest Shield Variable Annuity – Modified Single Premium*			333-51035
Survivorship Advantage Variable Universal Life*			333-79153

 

*	“Great-Wested” Variable Contracts

 

A-1