EXHIBIT 1.A.(3)(b)
GENERAL AGENT'S AGREEMENT
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AGREEMENT dated _________________, by and between Lutheran Brotherhood
Securities Corp. hereinafter referred to as "LBSC", a Pennsylvania
corporation, and ___________________ hereinafter referred to as "General
Agent", an individual.
WHEREAS, General Agent is a registered representative of LBSC pursuant
to a General Agent's Agreement; and
WHEREAS, General Agent is a General Agent of Lutheran Brotherhood, a
Minnesota Corporation, the parent of LBSC and of Lutheran Brotherhood
Variable Insurance Products Company, hereinafter referred to as "LBVIP", a
Minnesota Corporation; and
WHEREAS, the parties hereto desire that General Agent represent LBSC
and LBVIP in the sale of LBVIP's products;
WITNESSETH: In consideration of the mutual promises contained herein,
the parties hereto agree as follows:
A. DEFINITIONS
(1) Contracts - The variable universal life insurance contracts which
LBVIP proposes to issue and for which LBSC has been appointed the
principal underwriter pursuant to a Distribution Agreement, a copy
of which has been furnished to General Agent.
(2) The Variable Account - The separate account established and
maintained by LBVIP pursuant to the laws of Minnesota to fund the
benefits under the Contracts.
(3) The Fund - An open-end management investment company registered
under the 1940 Act, shares of which are sold to the Variable
Account in connection with the sale of the Contracts.
(4) Registration Statement - The registration statements and
amendments thereto relating to the Contracts, the Variable Account,
and the Fund, including financial statements and all exhibits.
(5) Prospectus - The prospectuses included within the registration
statements referred to herein.
(6) 1933 Act - The Securities Act of 1933, as amended.
(7) 1934 Act - The Securities Exchange Act of 1934, as amended.
(8) SEC - The Securities and Exchange Commission.
B. AGREEMENTS OF LBSC
(1) Pursuant to the authority delegated to it by LBVIP, LBSC hereby
authorizes General Agent during the term of this Agreement to
solicit and obtain applications for Contracts directly or through
LBSC Registered Representatives obtained by and holding under
General Agent a written selected Registered Representative
Agreement and appointed by LBVIP from eligible persons provided
that there is an effective Registration Statement relating to such
Contracts and provided further that General Agent has been notified
by LBSC that the Contracts are qualified for sale under all
applicable securities and insurance laws of the state or
jurisdiction in which the application will be solicited. In
connection with the solicitation of applications for Contracts,
General Agent is hereby authorized to offer riders and benefits
that are available with the Contracts in accordance with
instructions furnished by LBSC or LBVIP.
(2) LBSC, during the term of this Agreement, will notify General Agent
of the issuance by the SEC of any stop order with respect to the
Registration Statement or any amendments thereto or the initiation
of any proceedings for that purpose or for any other purpose
relating to the registration and/or offering of the Contracts and
of any other action or circumstances that may prevent the lawful
sale of the Contracts in any state or jurisdiction.
(3) During the term of this Agreement, LBSC shall advise General Agent
of any amendment to the Registration Statement of any amendment or
supplement to any Prospectus.
C. AGREEMENTS OF GENERAL AGENT
(1) It is understood and agreed that General Agent is a duly registered
representative of LBSC pursuant to a General Agent's Agreement.
General Agent agrees to comply with all of the terms and agreements
of said General Agent's Agreement which is hereby incorporated
herein by reference to the extent it is not inconsistent with the
terms herein.
(2) Commencing at such time as LBSC and General Agent shall agree upon,
General Agent agrees to use his/her best efforts to find purchasers
for the contracts acceptable to LBVIP. In meeting his/her
obligation to use his/her best efforts to solicit applications for
Contracts, General Agent shall, during the term of this Agreement,
engage in the following activities:
(a) Continuously utilize training, sales and promotional
materials which have been approved by LBVIP;
(b) Permit periodic inspection and supervision of his/her
sales practices and submit periodic reports to LBSC as may
be requested on the results of such inspections and the
compliance with procedures.
(c) General Agent shall not make recommendations to an
applicant to purchase a Contract in the absence of
reasonable grounds to believe that the purchase of the
Contract is suitable for such applicant. While not
limited to the following, a determination of suitability
shall be based on information furnished to General Agent
after reasonable inquiry of such applicant concerning the
applicant's insurance and investment objectives, financial
situation and needs, and the likelihood that the applicant
will continue to make the premium payments contemplated by
the Contract.
(3) All payments for Contracts collected by General Agent shall be held
at all times in a fiduciary capacity and shall be remitted promptly
in full together with such applications, forms and other required
documentation to LBVIP as designated by LBSC. Checks or money
orders in payment of initial premiums shall be drawn to the order
of "Lutheran Brotherhood Variable Insurance Products Company."
General Agent acknowledges that the LBVIP retains the ultimate
right to control the sale of the Contracts and that the LBSC or
LBVIP shall have the unconditional right to reject, in whole or in
part, any application for the Contract. In the event LBVIP or LBSC
rejects an application, LBVIP immediately will return all payments
directly to the purchaser and General Agent will be notified of
such action. In the event that any purchaser of a Contract elects
to return such Contract pursuant to Rule 6e-3T(b)(13)(viii) of the
1940 Act, any premium paid will be refunded to the purchaser and
General Agent will be notified of such action. General Agent will
comply with Lutheran Brotherhood's policy on Field Force Fiduciary
Responsibility.
(4) General Agent shall act at all times as an independent contractor
in carrying out the duties hereunder and shall not be considered an
employee of LBVIP or LBSC. As such General Agent shall have full
control of his or her daily activities, with the right to exercise
independent judgment as to the time, place, and manner of
soliciting applications, servicing Contracts, and otherwise
carrying out the provisions of this Agreement. General Agent and
his/her employees and Registered Representatives obtained by and
holding under General Agent shall not hold themselves out to be
employees of LBVIP or LBSC in this connection or in any dealings
with the public.
(5) General Agent agrees that any material he or she develops, approves
or uses for sales, training, explanatory or other purposes in
connection with the solicitation of applications for Contracts
hereunder (other than generic advertising materials which do not
make specific reference to the Contracts) will not be used without
the prior written consent of LBSC and, where appropriate, the
endorsement of LBVIP to be obtained by LBSC.
(6) Solicitation and other activities by General Agent shall be
undertaken only in accordance with applicable laws and regulations.
General Agent shall not solicit applications for the contracts
until duly licensed and appointed by LBVIP as a life insurance and
variable contract agent of LBVIP in the appropriate states or other
jurisdictions. General Agent shall fulfill any training
requirements necessary to be licensed. General Agent understands
and acknowledges that he/she is not authorized by LBSC or LBVIP to
give any information or make any representation in connection with
this Agreement or the offering of the Contracts other than those
contained in the Prospectus or other solicitation material
authorized in writing by LBSC or LBVIP.
(7) General Agent shall not represent himself or herself as having any
nor shall he or she have authority on behalf of LBSC or LBVIP to:
make, alter or discharge any Contract or other form; waive any
forfeiture, extend the time of paying any premium, or to alter,
waive, or forfeit any of the rights of the LBVIP or LBSC; receive
any monies or premiums due, or to become due, to LBVIP, except as
set forth in Section C(3) of this Agreement. General Agent shall
not expend, nor contract for the expenditure of the funds of LBSC
or LBVIP, nor shall General Agent possess or exercise any authority
on behalf of LBSC or LBVIP by this Agreement.
(8) General Agent shall maintain such records as are required of
him/her by applicable laws and regulations. The books, accounts
and records of LBVIP, the Variable Account, LBSC and General Agent
relating to the sale of the Contracts shall be maintained so as to
clearly and accurately disclose the nature and details of the
transactions. All records maintained by General Agent in
connection with this Agreement shall be the property of LBVIP and
shall be returned to LBVIP upon termination of this Agreement, free
from any claims or retention of rights by General Agent. General
Agent shall keep confidential any information obtained pursuant to
this Agreement and shall disclose such information, only if LBVIP
has authorized such disclosure, or if such disclosure is expressly
required by applicable federal or state regulatory authorities.
(9) All business produced and serviced under this Agreement is the
property of LBVIP and no attempt will be made by General Agent to
prejudice the Contract Owners or interfere with the collection of
premiums or transfer any existing Contracts to another company or
organization. Information regarding names, addresses, ages and all
other information and records of Contract owners acquired from
LBVIP or LBSC and coming into the possession of General Agent
during the effective period of this Agreement, or any prior
Agreement, are trade secrets wholly owned by LBVIP. All forms and
other material, including electronic data, whether furnished by
LBVIP or LBSC or purchased by General Agent, upon which this
information is recorded shall be the sole and exclusive property of
LBVIP. General Agent shall return any part or all of such
information and records upon the request of LBVIP or LBSC. General
Agent will safeguard and protect all such information within his or
her control from any unauthorized access and use.
(10) LBVIP and LBSC may furnish to General Agent, without charge,
certain manuals, forms, records, electronic data, and such other
materials and supplies as they may deem advisable to provide. All
such property furnished by them shall remain the property of LBVIP.
In addition, they may offer at General Agent's expense such
additional materials and supplies as they believe may be helpful to
General Agent.
(11) The expense of any office, including rental, furniture, and
equipment; signs; supplies not furnished by LBVIP or LBSC; the
salaries of the employees of General Agent; automobile;
transportation; telephone; postage; advertising; and all other
charges or expense incurred by General Agent in the performance of
this Agreement shall be incurred at his/her discretion and paid for
by him/her.
(12) General Agent expressly covenants and agrees that after termination
of this Agreement, for any reason, he/she shall not for a period of
one year thereafter, nor shall he/she assist, encourage or induce
others to do, any of the following things: induce, or attempt to
induce, any of the Contract owners to whom he/she or any Registered
Representative in his/her General Agency was assigned while this
Agreement was in effect, to cancel, lapse, or surrender their
contracts with LBVIP.
(13) Upon termination of this Agreement, General Agent will deliver to
LBVIP, or its authorized representatives, all records, materials,
supplies, advertising, licenses, and all other documents pertaining
to LBVIP, used in carrying out this Agreement.
(14) General Agent will, at the option of LBVIP or LBSC, furnish a
fidelity bond for such sum and with such surety as they may
require.
(15) General Agent shall maintain an errors and omissions insurance
policy in an amount, form, and surety acceptable to LBVIP for the
performance of his or her professional services, duties, and
obligations.
C. COMPENSATION
(1) Pursuant to the Distribution Agreement between LBSC and LBVIP, LBSC
shall cause LBVIP to arrange for the payment of commissions to
General Agent as compensation for the sale of each contract sold by
General Agent or Registered Representative obtained by and holding
under General Agent. The amount of such compensation shall be
based on a schedule to be determined by agreement of LBVIP and
LBSC.
(2) General Agent shall have no right to withhold or deduct any part of
any premium he/she shall receive for purposes of payment of
commission or otherwise. General Agent shall have no interest in
any compensation paid by LBVIP to LBSC, now or hereafter, in
connection with the sale of any Contracts hereunder.
(3) LBVIP is hereby given a paramount and prior lien and security
interest upon any commissions payable under or as a result of this
or any previous agreement and under all agreements amendatory
hereof or supplementary hereto, as security for the payment of any
claim or indebtedness or reimbursement whatsoever due or to become
due to LBVIP, LBSC, or Lutheran Brotherhood or any of its
subsidiaries or affiliates, from General Agent. Any sums becoming
due to General Agent at any time may be applied, directly, by the
LBVIP to the liquidation of any indebtedness or obligation of
General Agent to any of the secured parties, but the failure to so
apply any sum shall not be deemed a waiver of LBVIP's lien on or
security interest in any other sums becoming due nor impair its
right to so apply such sums.
(4) Notwithstanding the vesting provisions provided for in the
Distribution Agreement and/or the schedule referred to in
section D(1) herein, General Agent will forfeit all compensation
and any other payments which have otherwise been vested or reserved
to General Agent by this or any previous or related Agreement, if
this Agreement terminates and any of the following events have
occurred or subsequently occur:
(a) General Agent engages in any form of rebating, directly or
indirectly, or if General Agent defaults in the payment to
LBVIP of any premiums collected by him/her, demands or
accepts any remuneration from a Contract Owner,
beneficiary, or their representative for services in
connection with the payment of any claim under any
contract issued by LBVIP;
(b) General Agent fails to deliver to LBVIP or its authorized
representative any of the following: all records,
including electronic data, materials, supplies,
advertising, licenses, and all other documents containing
LBVIP confidential information and/or trade secrets, upon
the written request of LBVIP;
(c) General Agent violates any of the applicable federal and
state laws, regulations or rules, or commits any fraud, in
connection with his or her duties as a General Agent or as
a registered representative; or
(d) General Agent violates any of the covenants set forth in
section C(12) herein.
E. COMPLAINTS AND INVESTIGATIONS
General Agent and LBSC jointly agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial proceeding
arising in connection with the Contracts marketed under this Agreement.
General Agent and LBSC further agree to cooperate fully in any
securities regulatory investigation or proceeding or judicial
proceeding with respect to General Agent, LBSC, or their affiliates and
their agents or representatives to the extent that such investigation
or proceeding is in connection with Contracts marketed under this
Agreement.
F. TERM OF AGREEMENT
(1) This Agreement shall continue in force for one year from its
effective date and thereafter shall automatically be renewed every
year for a further one year period; provided that either party may
unilaterally terminate this Agreement upon thirty (30) days'
written notice to the other party of its intention to do so.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations under this agreement shall cease except (a) the
agreements contained in Section E hereof; (b) the indemnity set
forth in Section G hereof; (c) the obligations to settle accounts
hereunder, including payments on premiums subsequently received for
Contracts in effect at the time of termination or issued pursuant
to applications received by General Agent prior to termination;
and (d) the covenants set forth in Sections C(9), C(12) and C(13).
(3) This Agreement will automatically terminate on the first day of the
month next following the seventieth birthday of General Agent.
(4) In the event that the General Agent's Agreement between General
Agent and Lutheran Brotherhood or the General Agent's Agreement
between General Agent and LBSC is terminated, this Agreement will
also terminate.
(5) LBSC may immediately terminate this agreement for breach of any of
the covenants and agreements herein by General Agent.
G. INDEMNITY
(1) General Agent shall be held to the exercise of reasonable care in
carrying out the provisions of this Agreement.
(2) General Agent agrees to indemnify and hold harmless LBVIP and LBSC
and each of their current and former directors and officers and
each person, if any, who controls or has controlled LBVIP or LBSC
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities to which LBVIP or LBSC and
any such director or officer or controlling person may become
subject, under the 1933 Act or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon:
(a) Any unauthorized use of sales materials or any verbal or
written misrepresentations or any unlawful sales practices
concerning the Contracts by General Agent; or
(b) The failure of General Agent, his/her employees or
Registered Representatives obtained by and holding under
General Agent, to comply with the provisions or this
Agreement; and General Agent will reimburse LBVIP, LBSC,
or such director, officer or controlling person in
connection with investigating or defending any such loss,
claims, damage, liability or action. This indemnity
agreement will be in addition to any liability which
General Agent may otherwise have.
H. GENERAL TERMS
(1) This Agreement shall not be assigned by either party without the
written consent of the other.
(2) This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.
(3) The forbearance or neglect of LBSC to insist upon strict compliance
by General Agent with any of the provisions of this Agreement,
whether continuing or not, shall not be construed as a waiver of
LBSC's rights or privileges hereunder. No waiver of any right or
privilege of LBSC arising from any default or failure of
performance by General Agent shall affect the LBSC's rights or
privileges in the event of a further default or failure of
performance.
(4) Whenever required for proper interpretation of this Agreement, the
singular number shall include the plural, the plural the singular,
and the use of any gender shall include all genders.
(5) The unenforceability or invalidity of any provisions hereof shall
not render any other provision or provisions herein contained
unenforceable or invalid.
(6) This Agreement contains the entire understanding of the parties
hereto, and no modification hereof or addition hereto shall be
binding unless the same is in writing and signed by the parties
hereto.
(7) This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permissive
assigns, and General Agent's estate, heirs and personal
representatives.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
LUTHERAN BROTHERHOOD SECURITIES CORP. (LBSC)
By
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(General Agent)
EXHIBIT 1.A.3(b)
SELECTED REGISTERED REPRESENTATIVE AGREEMENT
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AGREEMENT dated _____________, by and between Lutheran Brotherhood
Securities Corp. hereinafter referred to as "LBSC", a Pennsylvania
corporation, and ______________________ hereinafter referred to as
"Registered Representative", an individual.
WHEREAS, Registered Representative is a registered representative of
LBSC pursuant to a Registered Representative's Agreement; and
WHEREAS, Registered Representative is a District Representative of
Lutheran Brotherhood, a Minnesota Corporation, the parent of LBSC and of
Lutheran Brotherhood Variable Insurance Products Company, hereinafter
referred to as "LBVIP", a Minnesota Corporation; and
WHEREAS, the parties hereto desire that Registered Representative
represent LBSC and LBVIP in the sale of LBVIP's products;
WITNESSETH: In consideration of the mutual promises contained herein,
the parties hereto agree as follows:
A. DEFINITIONS
(1) Contracts - The variable universal life insurance contracts which
LBVIP proposes to issue and for which LBSC has been appointed the
principal underwriter pursuant to a Distribution Agreement, a copy
of which has been furnished to Registered Representative, together
with the Registered Representative Commission Schedule.
(2) The Variable Account - The separate account established and
maintained by LBVIP pursuant to the laws of Minnesota to fund the
benefits under the Contracts.
(3) The Fund - An open-end management investment company registered
under the 1940 Act, shares of which are sold to the Variable
Account in connection with the sale of the Contracts.
(4) Registration Statement - The registration statements and
amendments thereto relating to the Contracts, the Variable Account,
and the Fund, including financial statements and all exhibits.
(5) Prospectus - The prospectuses included within the registration
statements referred to herein.
(6) 1933 Act - The Securities Act of 1933, as amended.
(7) 1934 Act - The Securities Exchange Act of 1934, as amended.
(8) SEC - The Securities and Exchange Commission.
B. AGREEMENTS OF LBSC
(1) Pursuant to the authority delegated to it by LBVIP, LBSC hereby
authorizes Registered Representative during the term of this
Agreement to solicit applications for Contracts from eligible
persons provided that there is an effective Registration Statement
relating to such Contracts and provided further that Registered
Representative has been notified by LBSC that the Contracts are
qualified for sale under all applicable securities and insurance
laws of the state or jurisdiction in which the application will be
solicited. In connection with the solicitation of applications for
Contracts, Registered Representative is hereby authorized to offer
riders and benefits that are available with the Contracts in
accordance with instructions furnished by LBSC or LBVIP.
(2) LBSC, during the term of this Agreement, will notify Registered
Representative of the issuance by the SEC of any stop order with
respect to the Registration Statement or any amendments thereto or
the initiation of any proceedings for that purpose or for any other
purpose relating to the registration and/or offering of the
Contracts and of any other action or circumstances that may prevent
the lawful sale of the Contracts in any state or jurisdiction.
(3) During the term of this Agreement, LBSC shall advise Registered
Representative of any amendment to the Registration Statement of
any amendment or supplement to any Prospectus.
C. AGREEMENTS OF REGISTERED REPRESENTATIVE
(1) It is understood and agreed that Registered Representative is a
duly registered representative of LBSC pursuant to a Registered
Representative's Agreement. Registered Representative agrees to
comply with all of the terms and agreements of said Registered
Representative's Agreement which is hereby incorporated herein by
reference to the extent it is not inconsistent with the terms
herein.
(2) Commencing at such time as LBSC and Registered Representative shall
agree upon, Registered Representative agrees to use his/her best
efforts to find purchasers for the contracts acceptable to LBVIP.
In meeting its obligation to use its best efforts to solicit
applications for Contracts, Registered Representative shall, during
the term of this Agreement, engage in the following activities:
(a) Continuously utilize training, sales and promotional
materials which have been approved by LBVIP;
(b) Permit periodic inspection and supervision of his/her
sales practices and submit periodic reports to LBSC as may
be requested on the results of such inspections and the
compliance with procedures.
(c) Registered Representative shall not make recommendations
to an applicant to purchase a Contract in the absence of
reasonable grounds to believe that the purchase of the
Contract is suitable for such applicant. While not
limited to the following, a determination of suitability
shall be based on information furnished to Registered
Representative after reasonable inquiry of such applicant
concerning the applicant's insurance and investment
objectives, financial situation and needs, and the
likelihood that the applicant will continue to make the
premium payments contemplated by the Contract.
(3) All payments for Contracts collected by Registered Representative
shall be held at all times in a fiduciary capacity and shall be
remitted promptly in full together with such applications, forms
and other required documentation to LBVIP as designated by LBSC.
Checks or money orders in payment of initial premiums shall be
drawn to order of "Lutheran Brotherhood Variable Insurance Products
Company." Registered Representative acknowledges that the LBVIP
retains the ultimate right to control the sale of the Contracts and
that the LBSC or LBVIP shall have the unconditional right to
reject, in whole or in part, any application for the Contract. In
the event LBVIP or LBSC rejects an application, LBVIP immediately
will return all payments directly to the purchaser and Registered
Representative will be notified of such action. In the event that
any purchaser of a Contract elects to return such Contract pursuant
to Rule 6e-3T(b)(13)(viii) of the 1940 Act, any premium paid will
be refunded to the purchaser and Registered Representative will be
notified of such action. Registered Representative will comply
with Lutheran Brotherhood's policy on Field Force Fiduciary
Responsibility.
(4) Registered Representative shall act at all times as an independent
contractor in carrying out the duties hereunder and shall not be
considered an employee of LBVIP or LBSC, except for purposes of the
Federal Insurance Contributions Act (26 U.S.C. 3101 et. seq.), and
Title II, of the Social Security Act (42 U.S.C. 401 et. seq.). As
such Registered Representative shall have full control of his or
her daily activities, with the right to exercise independent
judgment as to the time, place, and manner of soliciting
applications, servicing Contracts, and otherwise carrying out the
provisions of this Agreement. Registered Representative and
his/her employees shall not hold themselves out to be employees of
LBVIP or LBSC in this connection or in any dealings with the
public.
(5) Registered Representative agrees that any material he or she
develops, approves or uses for sales, training, explanatory or
other purposes in connection with the solicitation of applications
for Contracts hereunder (other than generic advertising materials
which do not make specific reference to the Contracts) will not be
used without the prior written consent of LBSC and, where
appropriate, the endorsement of LBVIP to be obtained by LBSC.
(6) Solicitation and other activities by Registered Representative
shall be undertaken only in accordance with applicable laws and
regulations. Registered Representative shall not solicit
applications for the contracts until duly licensed and appointed by
LBVIP as a life insurance and variable contract agent of LBVIP in
the appropriate states or other jurisdictions. Registered
Representative shall fulfill any training requirements necessary to
be licensed. Registered Representative understands and
acknowledges that he/she is not authorized by LBSC or LBVIP to give
any information or make any representation in connection with this
Agreement or the offering of the Contracts other than those
contained in the Prospectus or other solicitation material
authorized in writing by LBSC or LBVIP.
(7) Registered Representative shall not represent himself or herself as
having any nor shall he or she have authority on behalf of LBSC or
LBVIP to: make, alter or discharge any Contract or other form;
waive any forfeiture, extend the time of paying any premium, or
to alter, waive, or forfeit any of the rights of LBVIP or LBSC;
receive any monies or premiums due, or to become due, to LBVIP,
except as set forth in Section C(3) of this Agreement. Registered
Representative shall not expend, nor contract for the expenditure
of the funds of LBSC or LBVIP, nor shall Registered Representative
possess or exercise any authority on behalf of LBSC or LBVIP by
this Agreement.
(8) Registered Representative shall maintain such records as are
required of him/her by applicable laws and regulations. The books,
accounts and records of LBVIP, the Variable Account, LBSC and
Registered Representative relating to the sale of the Contracts
shall be maintained so as to clearly and accurately disclose the
nature and details of the transactions. All records maintained by
Registered Representative in connection with this Agreement shall
be the property of LBVIP and shall be returned to LBVIP upon
termination of this Agreement, free from any claims or retention of
rights by Registered Representative. Registered Representative
shall keep confidential any information obtained pursuant to this
Agreement and shall disclose such information, only if LBVIP has
authorized such disclosure, or if such disclosure is expressly
required by applicable federal or state regulatory authorities.
(9) All business produced and serviced under this Agreement is the
property of LBVIP and no attempt will be made by Registered
Representative to prejudice the Contract Owners or interfere with
the collection of premiums or transfer any existing Contracts to
another company or organization.
Information regarding names, addresses, ages and all other
information and records of Contract Owners acquired from LBVIP or
LBSC and coming into the possession of Registered Representative
during the effective period of this Agreement, or any prior
Agreement, are trade secrets wholly owned by LBVIP. All forms and
other material, including electronic data, whether furnished by
LBVIP or LBSC or purchased by Registered Representative, upon which
this information is recorded shall be the sole and exclusive
property of LBVIP. Registered Representative shall return any part
or all of such information and records upon the request of LBVIP or
LBSC. Registered Representative will safeguard and protect all
such information within his or her control from any unauthorized
access and use.
(10) LBVIP and LBSC may furnish to Registered Representative, without
charge, certain manuals, forms, records, electronic data, and such
other materials and supplies as they may deem advisable to provide.
All such property furnished by them shall remain the property of
LBVIP. In addition, they may offer at Registered Representative's
expense such additional materials and supplies as they believe may
be helpful to Registered Representative.
(11) The expense of any office, including rental, furniture, and
equipment; signs; supplies not furnished by LBVIP or LBSC; the
salaries of the employees of Registered Representative; automobile;
transportation; telephone; postage; advertising; and all other
charges or expense incurred by Registered Representative in the
performance of this Agreement shall be incurred at his/her
discretion and paid for by him/her.
(12) Registered Representative expressly covenants and agrees that after
termination of this Agreement, for any reason, he/she shall not for
a period of one year thereafter, nor shall he/she assist, encourage
or induce others to do, any of the following things: induce, or
attempt to induce, any of the Contract holders to whom he/she was
the "Writing Registered Representative" or was assigned as the
"Servicing or Correspondent Registered Representative" while this
Agreement was in effect, to cancel, lapse, or surrender their
contracts with LBVIP.
(13) Upon termination of this Agreement, Registered Representative will
deliver to LBVIP, or its authorized representatives, all records,
materials, supplies, advertising, licenses, and all other documents
pertaining to LBVIP, used in carrying out this Agreement.
(14) Registered Representative will, at the option of LBVIP or LBSC,
furnish a fidelity bond for such sum and with such surety as they
may require.
(15) Registered Representative shall maintain an errors and omissions
insurance policy in an amount, form, and surety acceptable to LBVIP
for the performance of his or her professional services, duties,
and obligations.
D. COMPENSATION
(1) Pursuant to the Distribution Agreement between LBSC and LBVIP, LBSC
shall cause LBVIP to arrange for the payment of commissions to
Registered Representative as compensation for the sale of each
contract sold by Registered Representative. The amount of such
compensation shall be based on a schedule to be determined by
agreement of LBVIP and LBSC.
(2) Registered Representative shall have no right to withhold or deduct
any part of any premium he/she shall receive for purposes of
payment of commission or otherwise. Registered Representative
shall have no interest in any compensation paid by LBVIP to LBSC,
now or hereafter, in connection with the sale of any Contracts
hereunder.
(3) LBVIP is hereby given a paramount and prior lien and security
interest upon any commissions payable under or as a result of this
or any previous agreement and under all agreements amendatory
hereof or supplementary hereto, as security for the payment of any
claim or indebtedness or reimbursement whatsoever due or to become
due to LBVIP, LBSC, or Lutheran Brotherhood or any of its
subsidiaries or affiliates, from Registered Representative. Any
sums becoming due to Registered Representative at any time may be
applied, directly, by LBVIP to the liquidation of any indebtedness
or obligation of Registered Representative to any of the secured
parties, but the failure to so apply any sum shall not be deemed a
waiver of LBVIP's lien on or security interest in any other sums
becoming due nor impair its right to so apply such sums.
(4) Notwithstanding the vesting provisions provided for in the
Distribution Agreement and/or the schedule referred to in
section D(1) herein, Registered Representative will forfeit all
compensation and any other payments which have otherwise been
vested or reserved to Registered Representative by this or any
previous or related Agreement, if this Agreement terminates and any
of the following events have occurred or subsequently occur:
(a) Registered Representative engages in any form of rebating,
directly or indirectly, or if Registered Representative
defaults in the payment to LBVIP of any premiums collected
by him/her, demands or accepts any remuneration from a
Contract Owner, beneficiary, or their representative for
services in connection with the payment of any claim under
any contract issued by LBVIP;
(b) Registered Representative fails to deliver to LBVIP or its
authorized representative any of the following: all
records, including electronic data, materials, supplies,
advertising, licenses, and all other documents containing
LBVIP confidential information and/or trade secrets, upon
the written request of LBVIP;
(c) Registered Representative violates any of the applicable
federal and state laws, regulations or rules, or commits
any fraud, in connection with his or her duties as a
Registered Representative; or
(d) Registered Representative violates any of the covenants
set forth in section C(12) herein.
E. COMPLAINTS AND INVESTIGATIONS
Registered Representative and LBSC jointly agree to cooperate fully in
any insurance regulatory investigation or proceeding or judicial
proceeding arising in connection with the Contracts marketed under this
Agreement. Registered Representative and LBSC further agree to
cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to Registered
Representative, LBSC, or their affiliates and their agents or
representatives to the extent that such investigation or proceeding is
in connection with Contracts marketed under this Agreement.
F. TERM OF AGREEMENT
(1) Either party may unilaterally terminate this Agreement upon
thirty (30) days' written notice to the other party of its
intention to do so.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations under this agreement shall cease except (a) the
agreements contained in Section E hereof; (b) the indemnity set
forth in Section G hereof; (c) the obligations to settle accounts
hereunder, including payments on premiums subsequently received for
Contracts in effect at the time of termination or issued pursuant
to the applications received by Registered Representative prior to
termination; and (d) the covenants set forth in Sections C(9),
C(12) and C(13).
(3) This Agreement will automatically terminate on the first day of the
month next following the seventieth birthday of Registered
Representative.
(4) In the event that either the District Representative's Agreement
between Registered Representative and Lutheran Brotherhood or the
Registered Representative's Agreement between Registered
Representative and LBSC is terminated, this Agreement will also
terminate.
(5) LBSC may immediately terminate this agreement for breach of any of
the covenants and agreements herein by Registered Representative.
G. INDEMNITY
(1) Registered Representative shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement.
(2) Registered Representative agrees to indemnify and hold harmless
LBVIP and LBSC and each of their current and former directors and
officers and each person, if any, who controls or has controlled
LBVIP or LBSC within the meaning of the 1933 Act or the 1934 Act,
against any losses, claims, damages or liabilities to which LBVIP
or LBSC and any such director or officer or controlling person may
become subject, under the 1933 Act or otherwise insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon:
(a) Any unauthorized use of sales materials or any verbal or
written misrepresentations or any unlawful sales practices
concerning the Contracts by Registered Representative; or
(b) The failure of Registered Representative or his/her
employees, to comply with the provisions of this
Agreement; and Registered Representative will reimburse
LBVIP, LBSC, or such director, officer or controlling
person in connection with investigating or defending any
such loss, claims, damage, liability or action. This
indemnity agreement will be in addition to any liability
which Registered Representative may otherwise have.
H. GENERAL TERMS
(1) This Agreement shall not be assigned by either party without the
written consent of the other.
(2) This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.
(3) The forbearance or neglect of LBSC to insist upon strict compliance
by Registered Representative with any of the provisions of this
Agreement, whether continuing or not, shall not be construed as a
waiver of LBSC's rights or privileges hereunder. No waiver of any
right or privilege of LBSC arising from any default or failure of
performance by Registered Representative shall affect the LBSC's
rights or privileges in the event of a further default or failure
of performance.
(4) Whenever required for proper interpretation of this Agreement, the
singular number shall include the plural, the plural the singular,
and the use of any gender shall include all genders.
(5) The unenforceability or invalidity of any provisions hereof shall
not render any other provision or provisions herein contained
unenforceable or invalid.
(6) This Agreement contains the entire understanding of the parties
hereto, and no modification hereof or addition hereto shall be
binding unless the same is in writing and signed by the parties
hereto.
(7) This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permissive
assigns, and Registered Representative's estate, heirs and personal
representatives.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
LUTHERAN BROTHERHOOD SECURITIES CORP. (LBSC)
By
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(Registered Representative)
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