EXHIBIT (8)(g)
AGREEMENT
THIS AGREEMENT made this 2nd day of February, 1995 by and among
AAG SECURITIES, INC. ("AAG Securities"), AAG INSURANCE AGENCY, INC. ("AAG
Agency") and such other subsidiaries and affiliates of AAG Agency which
may from time-to-time become a party to this Agreement.
WHEREAS, AAG Securities is a member of the National Association
of Securities Dealers, Inc. ("NASD") and registered as a broker-dealer in
various jurisdictions;
WHEREAS, AAG Securities has registered representatives who have
the requisite licenses to sell both securities and insurance products;
WHEREAS, AAG Agency and certain subsidiaries are licensed as life
insurance agencies in various jurisdictions;
WHEREAS, AAG Securities and AAG Agency are both wholly-owned
subsidiaries of American Annuity Group, Inc.; and
WHEREAS, AAG Securities and AAG Agency desire to cooperate in
connection with the marketing and sale of variable annuities.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein, the parties agree as follows:
1. Parties to Agreements. AAG Securities and AAG Agency may
from time-to-time mutually decide that it is in their mutual best
interests to enter into agreements with issuers of variable annuity
products to become agents for such issuers. Any selling agreement or
general agent agreement to be entered into with any such issuer shall be
executed by AAG Securities and AAG Agency or one of its subsidiaries which
is properly licensed as a life insurance agency in the appropriate
jurisdiction.
2. Agents. Only those individuals who are licensed with
both AAG Securities and AAG Agency or one of its subsidiaries will be
permitted to market, sell or service variable annuities through AAG
Securities or AAG Agency or one of its subsidiaries. Individuals who are
licensed with the appropriate entities may market, sell and service only
those variable annuities which are subject to a selling agreement or
general agent agreement as to which AAG Securities and AAG Agency or one
of its subsidiaries are parties.
3. Licensing Files. AAG Securities shall be responsible for
maintaining licensing files for all individuals who are licensed with AAG
Securities and AAG Agency or one of its subsidiaries to permit the
marketing, sale and servicing of variable annuities.
4. Supervision. In each jurisdiction in which the parties
hereto intend to market variable annuities, AAG Securities and AAG Agency
or one of its subsidiaries shall designate a person to be responsible for
supervision of all variable annuity marketing. Such individual must be
(i) an NASD registered principal of AAG Securities, and ii) licensed with
AAG Agency or one of its subsidiaries to sell variable annuities.
5. Additional Duties. AAG Securities shall also perform the
duties set forth on Exhibit "A" attached hereto.
6. Commissions. All net dealer commissions earned on the
sale of variable annuity contracts shall be the property of AAG Agency or
one of its subsidiaries. For purposes of the foregoing, "net dealer
commissions" shall mean all commissions paid by the issuer of the contract
that remain after all commissions have been paid to properly licensed
agents pursuant to agreements among that agent, AAG Securities and AAG
Agency or one of its subsidiaries.
7. Payment of Commissions. AAG Securities shall serve as
the agent for the payment of all commissions on variable annuities sold
pursuant to this Agreement. AAG Securities shall disburse such amounts
and invoice AAG Agency or one of its subsidiaries for the amounts paid.
AAG Agency or one of its subsidiaries agrees to promptly reimburse AAG
Securities for the commissions disbursed.
8. Accounting. All accounting for the commissions earned on
variable annuities sold pursuant to this Agreement shall be done in
accordance with all applicable state and federal laws and regulations and
the rules of the NASD.
9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
10. Additional Parties. From time-to-time, subsidiaries of
AAG Agency may become parties to this Agreement by executing an Addendum
agreeing to be bound by the provisions hereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands as
of the date first above written.
AAG SECURITIES, INC.
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
ITS: Senior Vice President
AAG INSURANCE AGENCY, INC.
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
ITS: Senior Vice President
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EXHIBIT A
. AAG Securities will operate and be responsible for all securities
services provided in connection with the sale of insurance
products.
. AAG Securities will be responsible for the control and
supervision of all agents selling insurance securities under this
arrangement.
. AAG Securities will be responsible for training, controlling,
supervising and shall assume responsibility for all securities
activities of agents selling insurance securities under this
arrangement.
. AAG Securities will conduct periodic audits of agents selling
securities under this arrangement to ensure that they are in
compliance with AAG Securities' operating procedures and the
federal securities law.
. AAG Securities will approve and assume responsibility for any
advertising or promotional materials pertaining to insurance
securities prior to distribution to ensure that these materials
are in compliance with federal securities laws and the rules of
the NASD.
. AAG Securities will comply with all statutory and regulatory
requirements of the federal securities laws and the rules of the
NASD in connection with the sale of insurance securities.
. AAG Securities will ensure that all its registered
representatives comply with all statutory and regulatory
requirements of the federal securities laws and the rules of the
NASD that are applicable to registered representatives.
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