Exhibit 6(d)
CONTRACTOR'S AGREEMENT
FOR THE WHOLESALING OF
IDEX FUNDS AND WRL VARIABLE PRODUCTS
This Agreement ("this Wholesaling Agreement") is entered into effective
January 1, 1995, by and among InterSecurities, Inc. ("ISI"), Western Reserve
Life Assurance Co. of Ohio ("WRL") and the undersigned ("Contractor"). ISI and
WRL are sometimes referred to collectively as "the Company".
RECITALS:
ISI is a registered Broker-Dealer and is engaged in retail Broker-
Dealer operations.
ISI also serves as the Principal Underwriter of certain securities,
including the group of mutual funds distributed under the name of IDEX Mutual
Funds (the "Funds") and certain variable annuity contracts and variable life
insurance policies issued by WRL (collectively, the "Variable Products" or,
individually, a "Variable Policy"). The Funds and the Variable Products are
sometimes referred to collectively as "Underwritten Securities". In its capacity
as Principal Underwriter (the " Principal Underwriter"), ISI may promote the
distribution of the Underwritten Securities by authorizing registered
Broker-Dealers or persons registered and associated with Broker-Dealers to act
as wholesalers for the Underwritten Securities.
Contractor is (check the applicable box):
[ ] a. a registered representative of ISI, holding a
Sales Representative Agreement with ISI and a General
Agent or Regional Director Agreement with WRL for
retail sales (referred to herein as an "ISI
Contractor"); or
[ ] b. a registered Broker-Dealer which [ ]does, [ ]does
not, hold a retail Selling Agreement(s) with
ISI for the retail sales of the Funds and/or the
Variable Products (referred to herein as a
"Broker-Dealer Contractor").
In addition to Contractor performing any retail sales or recruiting and
supervising registered representatives to do so under (a) or (b) above,
Contractor desires to act as a wholesaler to assist in marketing the
Underwritten Securities to selling Broker-Dealers on behalf of the Principal
Underwriter.
AGREEMENT:
In consideration of the mutual promises, conditions, and covenants as
set forth below, the parties agree as follows:
1. APPOINTMENT AS WHOLESALER. ISI appoints and authorizes Contractor to
act as a wholesaler for the Underwritten Securities, pursuant to the
terms and conditions of this Wholesaling Agreement. Contractor shall,
and is hereby appointed to, solicit, place, support and endeavor to
maintain Selling Agreements with certain Broker-Dealers. "Selling
Agreement" for this purpose means a retail Dealer Sales Agreement or
similar agreement between a Broker-Dealer and the Principal Underwriter
for the retail selling by the Broker-Dealer of one or more of the
Underwritten Securities.
1.1 WHOLESALER EXCLUSIVE TO THE COMPANY. Contractor warrants that he does
not directly or indirectly wholesale any mutual funds, variable
annuities or variable life products in any territory other than the
Underwritten Securities. Contractor agrees he will not do so while this
Wholesaling Agreement is in effect.
2. ASSIGNED BROKER-DEALERS.
(a) ASSIGNED BROKER-DEALERS. The Contractor's appointment to act
as wholesaler hereunder shall be limited to "Assigned
Broker-Dealers". The term "Assigned Broker-Dealer" as used in
this Wholesaling Agreement shall mean and be limited to a duly
registered Broker-Dealer (other than an Ineligible
Broker-Dealer) who is designated in Exhibit I, attached to
this Wholesaling Agreement, as may be updated by ISI,
("Exhibit I").
(b) INELIGIBLE BROKER-DEALERS. The following Broker-Dealers shall
not be eligible for assignment to the Contractor under this
Agreement: (i) ISI itself or any other Broker-Dealer
subsidiary of AEGON USA, Inc.; (ii) WMA Securities, Inc.;
(iii) any financial institution doing business with the
Financial Markets Division of AEGON USA, Inc. or Broker-Dealer
affiliated with such an institution; (iv) any Broker-Dealer
holding a seat on a national stock exchange (unless expressly
shown on Exhibit I as an eligible Broker-Dealer); and (v) any
Broker-Dealer or branch office or registered representative
thereof designated in Exhibit I as "No Wholesaler Contact
Permitted" or as otherwise designated or restricted in Exhibit
I as not eligible for wholesaling.
(c) UPDATES OF EXHIBIT I. The Company may update Exhibit I from
time to time by giving written notice to all Wholesaling
Contractors. Updates to Exhibit I may delete Broker-Dealers
whose Selling Agreements have terminated or add new
Broker-Dealers. An update may also change the status of a
Broker-Dealer, branch office or registered representative from
"Ineligible" to "Assigned" or from "Assigned" to "Ineligible".
The Company agrees that no Broker-Dealer appearing on the
initial Exhibit I as "Assigned" will be subsequently changed
to "Ineligible" under Subparagraph 2.(b)(v).
(d) ERRORS AND OMISSIONS. The listings in the initial Exhibit I
and updates to Exhibit I may be lengthy documents containing
considerable data. While the Company
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will make diligent efforts to assure they are complete and
accurate when published, Contractor acknowledges that errors
in or omissions from the list could sometimes occur. Should
such an error or omission occur, the Company reserves the
right to correct the error or omission by giving written
notice to Contractor promptly after the Company learns of the
error or omission.
(e) REMOVAL OR TRANSFER OF AN ASSIGNED BROKER-DEALER FROM THE
CONTRACTOR. The Company reserves the right at any time to
remove or transfer an Assigned Broker-Dealer, or a branch
office or registered representative thereof, from the
Contractor by written notice to the Contractor if the
Contractor fails to meet in a Calendar Year the Individual
Production Goal of Contractor for that period, as described in
Schedule 1.
(f) SELLING AGREEMENT REQUIRED. The Contractor shall not
authorize, encourage, assist or knowingly permit an Assigned
Broker-Dealer or a registered representative thereof to
solicit, offer or sell an Underwritten Security unless the
required Selling Agreement between the Broker-Dealer and the
Company is in effect.
3. ASSIGNED TERRITORY. With respect to an Assigned Broker-Dealer, the
Contractor's territory under this Agreement shall be limited to
registered representatives thereof residing in the states or geographic
areas listed in Schedule 2 (referred to in this Wholesaling Agreement
as the "Assigned States" or the "Assigned Territory").
The Company will periodically review the Contractor's activity and
production within each area or state in the Assigned Territory. The
Company may, by giving written notice to the Contractor, remove an
Assigned State from the Contractor if the Contractor fails to produce
in that state at least 10% of the Contractor's Production Goals for
that Calendar Year.
4. COMMISSIONS ON THE FUNDS. While this Wholesaling Agreement is in
effect, the Company shall pay Contractor the commissions at the
percentage rates set forth in Schedule 3 on new sales (excluding
dividends and capital gains reinvested) of shares of the Funds
purchased while this Wholesaling Agreement is in effect under customer
accounts of an Assigned Broker-Dealer's registered representatives
residing in the Assigned Territory ("Commissionable Fund Sales").
5. COMMISSIONS ON THE VARIABLE PRODUCTS. While this Wholesaling Agreement
is in effect, the Company shall pay Contractor the commissions
described in Subparagraphs 5(a) and 5(b) on Commissionable Policies.
"Commissionable Policy" refers to a Variable Policy which meets all of
the following conditions or, where the context indicates, a premium
payment under such a policy: (i) the policy type or plan is included in
Schedule 4 or Schedule 5; (ii) the policy is applied for and issued
while this Wholesaling Agreement is in effect; (iii) the policy is sold
by an Assigned/Broker Dealer's registered representative residing in
the Assigned Territory; and (iv) pursuant to the terms and conditions
of the Assigned Broker-Dealer's Selling Agreement, the premium is
considered earned and commissionable and the Assigned Broker-Dealer's
commission for that policy is earned and payable to the Assigned
Broker-Dealer. Even though compensation may already have been paid on a
premium, a premium will no longer be treated as commissionable under
this Wholesaling Agreement and such commission will be charged back to
Contractor to the extent that, under the terms of the Assigned
Broker-Dealer's Selling Agreement, the Company charges a commission
back to the Assigned Broker-Dealer for any reason, including, for
example, but not limited to, premium being refunded or becoming
unearned; in the event Contractor has already received compensation on
a premium that is no longer commissionable, the Company will charge
back to Contractor all corresponding
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compensation received by Contractor with respect to such premium,
including any commissions, office allowance, or Production Bonus.
(a) COMMISSIONS ON PREMIUMS AND TRAIL COMMISSIONS. The Company
will pay the Contractor commissions on premiums and trail
commission on a Commissionable Policy. Schedule 4, the
Wholesaler Commission Schedule for Variable Life Policies,
attached, and Schedule 5, the Wholesaler Commission Schedule
for Variable Annuities, set forth the wholesaler commissions
on premiums and the wholesaler trail commissions for the
respective policies. Subject to all the conditions set forth
in Schedules 4 and 5, the Company shall pay Contractor on
Commissionable Policies the commissions on premiums and trail
commissions in an amount equal to the difference between: (i)
the commissions on premiums and trail commissions at the rates
as set forth in Schedule 4 or 5, as appropriate; minus (ii)
the commissions on premiums and trail commissions at the rates
provided for such Variable Policy in the Assigned Broker
Dealer's Selling Agreement. If such difference is negative:
(i) no compensation shall be payable under this Subparagraph;
and (ii) the amount of compensation otherwise payable to
Contractor under Subparagraph 6(b) for Variable Life Policies
or Variable Annuities, respectively, shall be reduced by this
negative difference but in no event shall be less than zero.
Should the Assigned Broker-Dealer's Selling Agreement
terminate or should the Assigned Broker-Dealer's right to
commissions thereunder divest, then for purposes of
calculating the difference due to Contractor under this
Wholesaling Agreement, the rates "provided for such Variable
Policy in the Assigned Broker-Dealer's Selling Agreement"
shall be deemed to be the commission rates last in effect
under the Assigned Broker-Dealer's Selling Agreement.
(b) VARIABLE PRODUCTS, OFFICE ALLOWANCE. Schedule 6 provides for
an office allowance commission on certain variable life plans.
Monthly, or at such other periods the Company may set, the
Company will pay the office allowance commission to the
Contractor on Commissionable Policies, at the rates and on the
certain types of plans specified in Schedule 6 ("Office
Allowance"). The Office Allowance is payable only on target
premium produced, as described in Schedule 6, and is subject
to all the conditions set forth in Schedule 6.
6. PRODUCTION BONUS. Any commissions payable to Contractor under
Paragraph 4 or 5 above, and any Production Bonus payable to Contractor
under this Paragraph, shall be the Contractor's sole compensation for
all services rendered and all expenses incurred by Contractor for the
wholesaling of the Underwritten Securities or any services contemplated
under this Wholesaling Agreement. On Commissionable Fund Sales and
Commissionable Policies, the Company will pay Contractor a Production
Bonus ("Production Bonus" or "Bonus"), subject to the following
conditions, while this Wholesaling Agreement is in effect:
(a) BONUS ON FUNDS. A Bonus is payable, in the amount of 0.05% of
the purchase price of Commissionable Fund Sales.
(b) BONUS ON VARIABLE PRODUCTS. A Bonus is payable on
Commissionable Policies at the following rates on the
following types of plans:
(i) A Bonus of 5% of annualized first year target premium
produced is payable on Type 1 of the Freedom Equity
Protector; the Company reserves the right, as part of
its pending conversion of computer systems, to change
this calculation in the future to 5% of collected
first year target premium.
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(ii) A Bonus of 0.25% of collected first-year premium is
payable on the Freedom Attainer and Freedom
Conqueror.
(c) PAYMENT OF BONUS. Monthly, or at such other periods as the
Company may set, the Company will pay the Contractor the Bonus
for that period. Bonuses will be charged back as described in
Paragraph 5 in the event a policy or premium payment is not
commissionable. Bonuses payable on annualized target premium
will also be subject to chargebacks calculated as set forth in
Schedule 6.
7. DUTIES AND SERVICES OF CONTRACTOR. Contractor shall provide
wholesaling services to WRL and to ISI as the Principal Underwriter as
shall be mutually agreed upon from time to time. These services shall
include but not be limited to:
(a) Assistance in determining target Broker-Dealers for Selling
Agreement procurement;
(b) Utilization of Contractor's experience and Broker-Dealer
relationships in order to procure Selling Agreements for ISI;
(c) Assistance in the management of Broker-Dealer relations;
(d) Utilization of Contractor's relationships with representatives
for the purpose of promoting the Underwritten Securities;
(e) Completion and updating of a formal marketing plan at least
annually;
(f) Quarterly sales forecasts;
(g) Arranging and presiding over educational and sales meetings of
Broker-Dealers and representatives on a periodic basis so as
to ensure that they are familiar with the features of the
Underwritten Securities;
(h) Providing sales and marketing assistance to the Assigned
Broker-Dealers and their representatives, where required, to
assist in the sale of the Underwritten Securities;
(i) Providing technical assistance to the Assigned Broker-Dealers,
their representatives and their administrative staff in the
ongoing servicing of shareholders of the Underwritten
Securities; and
(j) encourage persistency of business.
Contractor agrees Contractor shall not in any manner encourage or
assist Assigned Broker-Dealers or the representatives, employees or
agents thereof to: (i) make any representations not contained in or
consistent with the current prospectus of an Underwritten Security; or
(ii) otherwise solicit or offer the Underwritten Securities in
violation of any applicable insurance or securities law or regulation
or in violation of the Assigned Broker-Dealer's Selling Agreement with
the Company. No Contractor shall use, publish, distribute or promote,
without the prior written approval of the WRL Law Department and ISI
Compliance Department, any training, recruiting, sales or other
marketing material relating to WRL or ISI or directly or indirectly to
the Underwritten Securities.
8. VESTING OF COMMISSIONS UPON TERMINATION OF THIS WHOLESALING AGREEMENT.
(a) THE FUNDS. There is no vesting under this Wholesaling
Agreement of any compensation on the Funds. Payment of such
compensation shall cease with termination of this Wholesaling
Agreement.
(b) THE VARIABLE PRODUCTS, COMMISSIONS ON PREMIUMS AND TRAIL
COMMISSIONS. Commissions on Premiums and Trail Commissions on
Commissionable Variable Policies, to the extent payable, as
set forth in Schedule 4 and set forth in Schedule 5
respectively, shall continue to be payable after termination
of this Wholesaling Agreement ("vest") subject to the
following terms and conditions. (In any event,
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there is no vesting on policies issued or applied for after
the termination of this Wholesaling Agreement.) Such
Commissions shall vest only if: (i) the Company terminates
this Wholesaling Agreement under Paragraph 12(a), below, for
reasons other than Contractor's failure to meet Production
Goals; or (ii) this Wholesaling Agreement terminates due to
Contractor's death or disability under Subparagraph 12(b)(2)
or 12(b)3, below. Otherwise, such Commissions shall not vest.
Vesting shall be limited to five (5) years from the date of
termination of this Wholesaling Agreement. Vesting and payment
of vested commissions shall cease on the fifth anniversary of
termination of this Wholesaling Agreement or immediately upon
any of the other divesting events listed in Paragraph 9,
below, whichever occurs first. Where vesting is due to death
or total disability, vested commissions shall be limited to
80% of their normal rate; in that case, the Company will
retain the other 20% to assist the Company in providing
wholesaling services in the Contractor's absence.
(c) OFFICE ALLOWANCE AND BONUS. There is no vesting under this
Wholesaling Agreement of any Office Allowance or Bonus on any
Underwritten Securities. Payment of such compensation shall
cease with termination of this Wholesaling Agreement.
9. DIVESTING EVENTS. If vesting is in effect after termination of this
Wholesaling Agreement as described in Paragraph 8 above, such vesting
and payment of vested commissions shall cease on the fifth anniversary
of termination of this Wholesaling Agreement or, if earlier,
immediately upon any of the following events:
(a) SUBSEQUENT NOTICE OF CAUSE. Upon written notice from ISI or
WRL that there was cause for termination of this Wholesaling
Agreement, as provided for in Paragraph 12(c) below.
(b) TERMINATION OF CONTRACTOR'S INSURANCE AGENT LICENSE OR
INSURANCE APPOINTMENT IN CERTAIN STATES. Upon termination of
the Contractor's insurance agent license or termination of
Contractor's appointment with WRL, in the case of a policy in
a jurisdiction where WRL determines in its discretion that
state insurance law requires Contractor to be so licensed
and/or appointed in order for WRL to pay such vested
compensation to Contractor.
(c) AN ISI CONTRACTOR'S ASSOCIATION WITH ANOTHER BROKER-DEALER.
Upon termination of Contractor's association with ISI in
connection with Contractor becoming associated with another
Broker-Dealer. In that event, upon ISI and WRL's acceptance of
Contractor's assignment to such Broker-Dealer of the right to
receive Contractor's vested commissions as provided in
Subparagraph 16(c), the Company shall pay the remaining vested
commissions payable under this Wholesaling Agreement to such
assignee.
(d) VIOLATION OF PARAGRAPH 14. Upon violation by Contractor of
Paragraph 14 of this Wholesaling Agreement.
(e) TERMINATION OF SECURITIES LICENSE. Upon termination of
Contractor's securities license or registration, in the case
of commissions on a policy in a jurisdiction where ISI in its
discretion determines that state securities law requires
Contractor to continue to be securities registered in order to
receive such vested commissions.
(f) STATUTORY DISQUALIFICATION OF AN ISI CONTRACTOR. Upon any
event causing an ISI Contractor to be statutorily disqualified
to be associated with a Broker-Dealer as
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defined under Sec. 3 (a) (39) of the Securities and Exchange
Act of 1934 or Art. II, Sec. 4 of the Bylaws of the National
Association of Securities Dealer, Inc. ("NASD"), as either may
be amended from time to time.
10. RIGHT TO BUY-OUT.
(i) CONDITIONS OF BUY-OUT. The Company will pay Contractor a
payment or series of payments referred to as the "Buy-Out" if
the Company terminates this Contract under the following
circumstance and subject to all of the following conditions.
Contractor will be entitled to the Buy-Out if:
(a) The Company terminates this Contract under Paragraph
12(a); and
(b) As of the date of termination, the Contractor has met
his Individual Production Goal, set forth in Schedule
1 hereto, on a year-to-date basis for the current
year--and for the prior year; and
(ii) PAYMENT OF BUY-OUT. If payable, the Company will pay the
Buy-Out as follows. The Company will elect one of the
following methods and resulting amounts:
(a) The Company may pay Contractor in one lump sum an
amount equal to the total Wholesaler Compensation
actually earned by and paid to Contractor for the 12
full calendar months preceding the date of
termination; or
(b) The Company may continue to pay Contractor
commission, Office Allowance and Production Bonus on
new business written during the first 12 full
calendar months following the date of termination,
even though the Contract is terminated and even
though such compensation would not otherwise be
payable. New business written during that 12 month
period shall not be entitled to any vesting described
in Paragraph 8; otherwise, any vesting provided under
Paragraph 8 is not affected by Paragraph 10.
11. WHOLESALING REPRESENTATIVES. The Contractor may, at his discretion,
employ or appoint additional "Sub-Contractors" to represent Contractor
in Contractor's duties under this Agreement ("Wholesaling
Representative"). However, any such Wholesaling Repre- sentative is
required to be a duly registered representative or principal of a
registered broker/dealer. In connection with this Wholesaling
Agreement, Contractor shall neither cause nor permit any person who is
not so duly registered to act as a Wholesaling Representative or to
engage in any other conduct relating to this Wholesaling Agreement
which requires such registration. Contractor shall be solely
responsible for compensating any Wholesaling Representative for such
wholesaling activity. Before Contractor appoints or engages a person as
a Wholesaling Representative, Contractor shall obtain the prior written
consent of an officer of ISI and WRL.
12. TERMINATION.
(a) TERMINATION WITHOUT CAUSE BY THE COMPANY BY WRITTEN NOTICE.
This Wholesaling Agreement may be terminated without cause by
WRL or ISI giving written notice to Contractor at least thirty
(30) days prior to the date of termination (or less than 30
days upon written agreement of Contractor),
(b) OTHER TERMINATION WITHOUT CAUSE. This Wholesaling Agreement
will be terminated without cause as follows:
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(1) by Contractor giving a written notice mailed or
delivered to WRL and ISI, at least thirty (30) days
prior to the date of termination (or less than 30
days upon written agreement of ISI and WRL),
(2) when Contractor dies, if Contractor is a natural
person,
(3) when Contractor becomes totally and permanently
disabled, as determined by the Company based on the
opinion of a physician selected by the Company, if
Contractor is a natural person,
(4) upon the Contractor's dissolution, bankruptcy,
insolvency or assignment for the benefit of
creditors,
(5) upon Contractor's failure to acquire or continuously
maintain all licenses required by law, unless waived
in writing by ISI and WRL,
(6) upon termination without cause of Contractor's Agent,
General Agent or Regional Director, if Contractor is
an ISI Contractor, unless waived in writing by ISI
and WRL.
(c) TERMINATION FOR CAUSE. Upon Termination of this Wholesaling
Agreement for cause, Contractor will have no further rights
under this Agreement to any commissions or other compensation
otherwise payable under the terms of this Agreement or the
attached Schedule(s). A termination for cause will be
effective immediately upon Contractor's conviction of a
felony, or revocation of Contractor's license, or immediately
upon the Company sending Contractor a written notice of
termination for cause. This Agreement may be terminated for
cause as follows, if Contractor:
(1) withholds any funds due the Company, a Broker-Dealer,
or a customer of the Company,
(2) withholds any policies, documents or correspondence
that rightfully should have been transmitted to the
Company, or to an Assigned Broker-Dealer,
(3) fails to promptly return any property belonging to
the Company or to a policy applicant or an Assigned
Broker-Dealer when requested to do so,
(4) refuses to pay any indebtedness that Contractor owes
the Company under the terms of this Wholesaling
Agreement or any other agreement Contractor enters
into with the Company,
(5) is convicted of a felony or any state or jurisdiction
revokes, suspends or fails to renew Contractor's
license,
(6) violates any applicable insurance or securities laws
or regulations, as determined by the Company,
(7) has a required bond refused or cancelled,
(8) misrepresents any of the Company's products or
services, or causes, advises, aids or abets an
Assigned Broker-Dealer to do so,
(9) misrepresents or omits any material information on an
application for, or reinstatement of, a Policy, or
causes, advises, aids or abets an Assigned Broker-
Dealer to do so,
(10) commits or attempts to commit fraud against the
Company or any applicant or policyholder, or causes,
advises, aids or abets an Assigned Broker-Dealer to
do so,
(11) fail to comply with material terms of this
Wholesaling Agreement or the Company's published
rules and regulations,
(12) causes or attempts to cause employees,
representatives or agents of the Company to
discontinue their association with the Company, or
causes, advises, aids or abets an Assigned
Broker-Dealer to do so,
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(13) causes or attempts to cause any policyowner of WRL to
discontinue any WRL policy, or causes, advises, aids
or abets an Assigned Broker-Dealer to do so, or
(14) falsifies or omits material information provided to
the Company.
If this Wholesaling Agreement was terminated without cause,
and the Company later determines there was cause, the Company
may change its previous action by giving Contractor written
notice of termination for cause.
13. INDEMNIFICATION. With respect to duties, services and activities
contemplated under this Wholesaling Agreement: (i) Contractor will
indemnify and hold harmless ISI, WRL, and the employees, agents,
officers, directors, affiliates, or successors of ISI and WRL from and
against any and all loss, cost, claims, or damage, including attorneys'
fees, arising out of any negligent, fraudulent, or intentional acts,
omissions or errors of Contractor or Contractor's Wholesaling
Representatives; and (ii) ISI and WRL will indemnify and hold harmless
Contractor and any Wholesaling Representatives, employees, agents,
officers, directors, affiliates, or successors of Contractor, from and
against any and all loss, cost, claims, or damage, including attorneys'
fees, arising out of any negligent, fraudulent, or intentional acts,
omissions or errors of ISI or WRL.
14. NON-REPLACEMENT COVENANTS. Contractor acknowledges that the
relationships between the Company and Assigned Broker-Dealers have been
established by the Company over a period of time and that the Company
has invested considerable time and resources to encourage and maintain
its Broker-Dealer relationships and blocks of business. While this
Wholesaling Contract is in effect and for a period of five years after
termination of this Wholesaling Agreement, Contractor agrees that:
(a) Contractor will not encourage, aid or abet any customer,
agent, representative or Broker-Dealer to engage in a pattern
of replacing or attempting to replace any existing Fund
accounts or WRL policies with those of other mutual funds or
life insurance companies.
Contractor understands that the Company is entitled to obtain from a
court of competent jurisdiction an order enjoining Contractor from any
conduct prohibited in Subparagraph 14(a).
15. INDEPENDENT CONTRACTOR. As an independent contractor, Contractor is
free to exercise his discretion and judgment as to time, place and
means of performing all acts hereunder. Nothing in this Wholesaling
Agreement is intended to create a relationship of employer and employee
between the Company and Contractor.
16. MISCELLANEOUS PROVISIONS.
(a) ENTIRE CONTRACT. This Wholesaling Agreement contains the
entire agreement of the parties relating to the wholesaling of
the Underwritten Securities. This Wholesaling Agreement, as of
its effective date, revokes and supersedes any previous
agreement or arrangement between the parties relating to the
wholesaling of the Underwritten Securities.
(b) MODIFICATION. Neither ISI nor WRL shall be bound by any
promise, agreement, understanding or representation relative
to the subject matter of this Wholesaling Agreement, unless
the same is made in writing, signed by an officer of ISI and
WRL, which expresses by its terms an intention to modify this
Wholesaling Agreement. WRL and ISI reserve the right to revise
any Schedule or Exhibit to
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this Wholesaling Agreement and to change any compensation
under this Wholesaling Agreement by giving thirty days advance
written notice to Contractor. Any such revised Schedule or
Exhibit or notice of change in compensation shall take effect
prospectively and shall not apply to policies or accounts
written prior to the effective date of the revision or notice.
(c) ASSIGNMENT. Except as provided in this Subparagraph, this
Wholesaling Agreement shall not be assigned or transferred by
Contractor. No assignment of this Wholesaling Agreement or
Contractor's compensation hereunder shall be valid unless
consented to by the Company and made in a writing acceptable
to the Company and signed by ISI, WRL, the Contractor and
assignee or transferee. Notwithstanding the above, if while
this Wholesaling Agreement is in effect, an ISI Contractor
becomes registered as a Broker-Dealer or becomes registered or
associated with another registered Broker-Dealer, then the
Company, in its sole discretion, may elect to continue this
Agreement and consent to Contractor's assignment of this
Agreement to the Contractor's successor Broker-Dealer.
(d) WAIVER. Failure by the Company or failure by Contractor to
insist upon compliance by the other party with any terms or
conditions of this Wholesaling Agreement shall not be
construed as a waiver of any rights under this Wholesaling
Agreement. Any such failure shall not be construed to waive
succeeding breaches of those terms or conditions or any
breaches of any other provision.
(e) NOTICES. Any notice given in connection with this Wholesaling
Agreement shall be deemed to be provided when it is sent first
class mail or by courier to the addresses set forth below, or
to the last address of record such party designates in
writing:
If to ISI: InterSecurities, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
If to WRL: Western Reserve Life Assurance Co.
of Ohio
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
If to Contractor: the address at Contractor's signature
at the end of this Wholesaling
Agreement
(f) CONTROLLING LAW, VENUE. This Wholesaling Agreement and all
questions relating to its validity, interpretation,
performance and enforcement shall be governed by and construed
in accordance with the laws of Florida. No suit shall be
brought by Contractor against ISI or WRL relating to this
Wholesaling Agreement except in the appropriate court of the
State of Florida, Pinellas County, or,in the case of federal
jurisdiction, in the U.S. District Court for the Middle
District of Florida.
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(g) SEVERABILITY. If any term or provision of this Wholesaling
Agreement, or any application thereof, shall be invalid or
unenforceable, the remainder of this Wholesaling Agreement,
and any other application of such provision, shall not be
affected thereby.
(h) HEADINGS. The headings and titles of Paragraphs contained in
this Wholesaling Agreement are for convenience only and have
no effect upon the construction or interpretation of any part
of this Wholesaling Agreement.
(i) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which constitute one and the same instrument.
This Wholesaling Agreement is made by the parties in Largo, Florida and
executed by each on the dates shown below.
CONTRACTOR INTERSECURITIES, INC.
By:________________________________ By:___________________________
Name:______________________________ Name:_________________________
Date:______________________________ Title:________________________
Date:_________________________
WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
11