EXHBIT 10.8
[AAG LOGO]
AAG SECURITIES, INC.
A SUBSIDIARY OF AMERICAN ANNUITY GROUP, INC.
SINGLE PAY
AGREEMENT FOR BROKERAGE SERVICES
FINANCIAL INSTITUTION DIVISION
SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
This Single Pay Agreement for Brokerage Services ("Agreement") dated
as of May 13th, 1998, between AAG Securities, Inc., an Ohio Corporation
("AAGS"), and High Street Financial Services, Inc. ("Subscriber").
RECITALS
A. AAGS is a registered broker/dealer that provides securities
brokerage services to the general public, including depositors and other
customers of financial institutions.
B. Subscriber desires to retain. AAGS to provide services on the terms
and conditions set forth in this Agreement.
AGREEMENT
1. AAGS Centers. AAGS, a registered broker/dealer, provides certain securities
brokerage and investment advisory services through the operation of AAGS
service centers at locations of subscribing entities: As soon as practicable
following the date of this Agreement, AAGS and Subscriber shall consult with
each other and shall use all reasonable efforts to identify Subscriber's
locations at which AAGS shall open and operate AAGS service centers ("AAGS
Centers"). AAGS shall use all reasonable efforts td open and operate AAGS
Centers at each such location as may be agreed upon by Subscriber and AAGS.
Subscriber is not granted exclusive rights in any territory or location. AAGS
may enter into agreements with other subscribers and operate AAGS Centers at
any other locations selected by AAGS.
2. AAGS Program. The "AAGS Program" is a program owned and controlled by AAGS,
consisting of the services described in this Section.
2.1 Brokerage Services. Registered Representatives (as described below) of AAGS
at the AAGS Centers will execute purchases and sales of investment products
constituting securities within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934, as amended, included in the AAGS Program
("Securities"). AAGS may retain one or more clearing brokers to perform for
AAGS such services as arc customarily performed by clearing brokers.
2.2 Registered Representative. Registered Representatives of AAGS may provide
advice and recommendations to persons who have' established a customer
relationship with AAGS ("AAGS Customers") in accordance with AAGS's procedures
and each AAGS Customer's suitability profile and investment goals.
2.3 Hours of Operation. Each AAGS Center shall be open for business during all
New York Stock Exchange trading hours which coincide with the business hours of
the AAGS Center location. In addition, any AAGS Center may be open for business
during such additional hours as Subscriber chooses, subject to approval by
AAGS.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
2.4 Modifications to Program. AAGS may modify the AAGS Program for purposes of
(i) meeting applicable regulatory requirements, or (ii) making the AAGS Program
more effective, efficient, economical or competitive, offering additional
services, adapting to new technology or conditions, or enhancing the reputation
or public acceptance of the AAGS Program.
2.5 Disclosures on Opening of Customer Account. At the time each AAGS Customer
account is opened, the Registered Representatives shall disclose orally and in
writing to the AAGS Customer the minimum disclosures, as defined from time to
time by1he regulatory authorities. In addition, the Registered Representatives
shall obtain from each customer at the time the account is opened a signed
statement acknowledging that the AAGS Customer has received and understands the
disclosures.
2.6 Exclusivity. Subscriber agrees that, during the term hereof, securities
brokerage services that arc competitive with the AAGS Program will not be
offered. by, or made available through Subscriber without the prior written
consent of AAGS.
3. Subscriber's Responsibilities. Subscriber shall:
(a) provide facilities acceptable to AAGS for the establishment of
AAGS Centers, and, at the request of AAGS, enter into additional agreements for
the provision or sharing of space for AAGS or its affiliates in connection with
the AAGS Program;
(b) allow AAGS supervisory personnel and representatives of any other
entity having jurisdiction over the operation of the .AAGS Centers and the
conduct of the Registered Representatives unimpeded access to the AAGS Centers,
to all records maintained in connection with the operation of the AAGS Centers
and to the Registered Representatives;
(c) establish and observe appropriate policies and procedures
consistent with applicable law, rule, regulation and administrative statements
of policy; .
(d) provide to AAGS reasonable access to customer account information
to the extent permissible under applicable law. Such information shall be
provided to the on-site Registered Representatives, and such. information shall
be used only in conjunction with the marketing of AAGS Program Services; and
(e) use all reasonable efforts to provide the support personnel
necessary to cooperate with AAGS and to do all other acts and things necessary
or appropriate to give effect to this Agreement.
4. Staffing and Personnel.
4.1 Registered Representatives.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
(a) AAGS Program Staffed by .Registered Representatives. Securities
transactions shall be effected and any related advice or recommendations shall
be disseminated only by Registered. Representatives of AAGS who shall be
registered and qualified with the National Association of Securities Dealers;
1nc. ("NASD"), and who shall undertake such affiliation with AAGS. Such persons
are referred to in this Agreement as "Registered Representatives."
Each Registered Representative shall enter into an Independent
Contractor Agreement with AAGS in the form specified by AAGS, setting forth the
terms of the Registered Representative's affiliation as a representative of
AAGS; provided that Subscriber shall pay the compensation of the Registered
Representatives in the manner and in the amounts to be determined by AAGS with
the consent of Subscriber as set forth in Section 4.1(c) below. Prior to
execution by any Registered Representative of an Independent Contractor
Agreement, Subscriber's Board of Directors shall have. the right to review and
approve the form of Agreement.
Subscriber or its affiliates shall not have any responsibility for
supervision of the securities brokerage services performed by Registered
Representatives or for compliance by the Registered Representatives with AAGS's
standards of conduct or procedures established for such persons.
(b) Training. Prior to taking such examination(s) as may be required
to qualify with the NASD, each Registered Representative must successfully
complete certain training, including a prescribed pre-examination course, the
cost of which shall be borne by Subscriber. AAGS may provide additional
training of the Registered Representatives with respect to the AAGS Program, at
no cost to Subscriber. Subscriber shall make the Registered Representatives
available to fully participate in such pre- and post-qualification training as
AAGS tray provide.
(c) Compensation. Subscriber shall pay the compensation of the
Registered Representatives in the manner and in the. amounts to be determined
by AAGS with the consent of Subscriber, and AAGS shall reimburse Subscriber for
such compensation payments. by means of Revenue Sharing Payments. The
Registered Representatives shall be treated as independent contractors of AAGS
for federal, state and local income tax withholding, FICA withholding and
employee benefit program purposes. For the purposes of this Agreement the
Registered Representatives shall be deemed "employees" of AAGS only as the term
is applied under the Securities Exchange Act of 1934 and the Registered
Representatives will be supervised. by AAGS only as provided in this Agreement.
In all other contexts it is agreed that the Registered Representatives will be
independent contractors as to AAGS. AAGS will not pay any, salary nor withhold
any employment taxes nor provide any benefits to such Registered
Representatives. The Registered Representatives will be compensated solely by
Subscriber in the manner and in the amount to be determined by Subscriber and
AAGS.
(d) Control by AAGS. AAGS shall exercise' exclusive control of the
Registered Representatives with respect to their conduct of business for AAGS,
and their conduct in such capacity shall be governed in all respect by AAGS's
compliance and procedures manuals and all other manuals, procedures, rules and
instructions of AAGS, and by applicable laws, rules and regulations. Subscriber
shall strictly honor such control relationship and shall not have any
involvement whatsoever in, or any responsibility for, supervising any of the
securities brokerage services performed by the Registered Representatives.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
(e) Discipline. The Registered Representatives shall be subject to
discipline by AAGS and by various federal and state regulatory authorities,
securities exchanges, associations of securities brokers and dealers. and
certain other entities having jurisdiction over the operation of the AAGS
Centers and the conduct of the Registered Representatives. Subscriber shall
cooperate with AAGS in all respects in connection with the enforcement of any
sanctions imposed by AAGS or by any of such entities against any Registered
Representative: Such disciplinary measures may include suspension or dismissal
of any Registered Representative as a registered representative of AAGS.
Subscriber shall report to AAGS any violation of any law, rule or
regulation of any of AAGS's standards of conduct or procedures for registered
representatives of which Subscriber has knowledge or substantial suspicion;
provided, however, Subscriber shall not have any obligation to monitor the
activities of the Registered Representatives or to cause compliance with AAGS's
standards of conduct or procedures established for such persons.
(f) Termination; Suspension. - AAGS will notify Subscriber of the
termination of any Registered Representative for cause by AAGS.
(g) Conduct of Subscriber's businesses. The Registered Representatives
may conduct business on behalf of Subscriber when not acting as registered
representatives of AAGS. The conduct of Subscriber's businesses by the
Registered Representatives shall be consistent with, and subject to, the
provisions of Section 11.3.
(h) Customer Complaints. .Registered Representatives shall be required
to promptly report all complaints by AAGS Customers to AAGS. AAGS shall
promptly provide information regarding the complaints to Subscriber.
4.2 Non-Licensed Personnel.
(a) Limited activities. Employees of Subscriber who are not also
Registered Representatives ("Non-Licensed Personnel") may, to the extent
permitted by applicable law; rule or regulation distribute promotional
literature regarding the AAGS Program, direct persons to Registered
Representatives and provide certain other limited types of information and
assistance but may not engage in any investment-related activities on behalf of
AAGS. Subscriber shall monitor the activities of, and cause compliance by,
Non-Licensed Personnel with AAGS's standards of conduct established for such
persons. Non-Licensed Personnel shall not be entitled to receive any
compensation, cash, or non-cash, that is based on the effectiveness or the
success of referrals of customers of Subscriber to AAGS.
(b) Training. AAGS shall make materials available to assist Subscriber
in training Non Licensed Personnel regarding standards of conduct and
permissible activities in connection with the AAGS Program. Subscriber shall
make Non-Licensed Personnel available to participate in such training.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
5. Compensation and Expenses.
5.1 Revenue Sharing Payments. AAGS shall make payments to. Subscriber
with respect to all securities transactions which occur pursuant to this
Agreement and are-attributable to the AAGS Centers operating at Subscriber's
premises ("Revenue Sharing Payments"), in accordance with the Schedules
attached to this Agreement. Revenue Sharing Payments represent reimbursement
for compensation of the Registered Representatives and payment for the use of
the facilities and equipment of Subscriber required for the operation of the
AAGS Centers. The Revenue Sharing Payments do not represent compensation for or
creation of a partnership or joint venture between Subscriber and AAGS. AAGS
shall make Revenue Sharing Payments to Subscriber on at least a monthly basis.
Each Revenue Sharing Payment shall be accompanied by a complete record of
transactions and, if applicable, a record of any costs, expenses, charges or
fees advanced by AAG that as the responsibility of the subscriber pursuant to
section 5.3 of this Agreement and deducted from such Revenue Sharing Payment.
The Schedules attached to this Agreement may be amended from time to
time by AAGS, and shall be binding on AAGS, Subscriber and, to the extent
applicable, Registered Representatives. No payments shall be due from AAGS or
payable by Subscriber to any Registered Representative for sales of any
security product or service not approved by AAGS.
AAGS may, at its discretion amend the Revenue Sharing Payments from
time to time. AAGS shall notify Subscriber not less than 30 days in advance of
any modification in the percentage of Revenue Sharing Payments, which
modification shall take effect on the date specified in such notice. Following
receipt of notice of modification in the percentage of Revenue Sharing
Payments, Subscriber may terminate this Agreement by giving written notice of
termination to AAGS within 30 days receipt thereof. If Subscriber gives such
notice of termination to AAGS, this Agreement will terminate 30 days following
AAGS's receipt of such notice.
5.2 Authorized Adjustments. AAGS reserves the right to deduct or to be
reimbursed by Subscriber from the Revenue Sharing Payments payable or paid to
Subscriber hereunder an amount equal to any charge-back that is levied against
AAGS by a broker/dealer or issuer who has paid a dealer allowance, or
commission to AAGS. With respect to any charge-backs described hereinabove,
AAGS shall use such efforts as are customary in the securities brokerage
business to mitigate such losses; costs or expenses prior to making any
deductions, or seeking reimbursement from Subscriber. AAGS shall also
charge-back Subscriber its Revenue Sharing Payment received from AAGS for
transactions by a customer for whom AAGS has not received information necessary
to complete its customer file, including information required by the NASD
Securities Dealers Rules of Fair Practice Article III, Section 2.
AAGS and its subsidiaries and affiliates are hereby given a valid
first lien on all Revenue Sharing Payments under, this Agreement as security
for the payment of any and all debts or claims due, or to become due, to AAGS
or any of its subsidiaries or affiliates, for any reason including losses and
expenses in customer accounts as a result of Registered Representative's
actions. In the event of default of any debt, any claim or loss, AAGS and its
subsidiaries and affiliates arc authorized, without notice and without any
judicial action, to foreclose this lien by
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
crediting any and all payments accrued, or to accrue, toward the reduction of
such debt or claim. This lien hereby created shall not be extinguished by the
termination of this Agreement.
5.3 Subscriber Costs and Expenses.
(a) Direct costs and expenses. Subscriber shall be responsible for the
costs and expenses associated with the following items in connection with the
operation of the AAGS Centers at Subscriber's locations:
(1) Any necessary furnishings or structural arrangement and
required minimum signage to comply with Section 11.3 of this
Agreement;
(2) News\quotc service and maintenance;
(3) Telephones and other operating equipment;
(4) Registered Representative compensation and costs, including,
without limitation, recruitment costs, salary and benefits,
travel, lodging, meals, cost of pre-qualification training
and prescribed pre-examination course, examination fees and
filing fees, and AAGS's corporate stationery and business
cards;
(5) Subscriber-sponsored advertising and promotion;
(6) Certain, pass-through costs which may arise, including,, but
not limited to, brokerage clearing costs, NASD assessments
and applicable insurance costs as described in Section 7 of
this Agreement; and
(7) All other costs associated with the operation of the AAGS
Centers at Subscriber's locations not specified in Section
5.4.
Subscriber shall pay all costs and expenses set forth in this Section
directly to third-party vendors or to AAGS in accordance with AAGS's applicable
standard procedures. AAGS may, following notice to Subscriber, eliminate one or
more of Subscriber's direct costs or expenses.
(b) Indirect Costs and Expenses. AAGS SHALL furnish. to peach AAGS
Center reasonable quantities of promotional literature as determined by AAGS.
Subscriber may request additional promotional literature at Subscriber's costs.
5.4 AAGS Costs and Expenses. AAGS shall be responsible for the costs and
expenses associated with the following items in connection with the operation
of the AAGS Program:
(a) All costs associated with the operation of AAGS's national and
regional offices;
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
(b) All costs associated with the recruitment, training, qualification
and employment by AAGS of all AAGS employees who are not also employees of
Subscriber;
(c) Post-qualification training of Registered Representatives as
referred to in Section 4.1(b) hereof;
(d) Reasonable quantities of promotional literature furnished to each
AAGS Center;
(e) AAGS sponsored advertising and promotion of the AAGS Program; and
(f) Compliance and supervision:
6. Advertising and Promotion.
6.1 Approval. Subscriber shall secure AAGS's written approval in advance of use
of all advertising and promotional materials prepared by or on behalf of
Subscriber which mention AAGS or the AAGS Program. All such advertising and
promotional materials shall make it clear that the AAGS Program is provided by
AAGS and not the Subscriber. AAGS shall secure Subscriber's prior written
approval of all advertising and promotional materials prepared by or on behalf
of AAGS which mention Subscriber. Subscriber shall also have the right of
review and approval, which approval shall not be unreasonably withheld,
regarding any other advertising and promotional materials used at the AAGS
Centers.
6.2 Disclosures. All advertisements and other marketing, promotional and sales
materials for products sold through the AAGS Program shall display
conspicuously, the disclosures required by Section 2.5 of this Agreement.
7. Insurance. AAGS shall maintain or cause to be maintained in full force and
effect liability insurance and fidelity bond insurance covering each person
designated as a Registered Representative on the effective date pursuant to
this Agreement. AAGS agrees that it shall maintain or cause to be maintained
such liability insurance and fidelity bond insurance throughout the term of
this Agreement and shall obtain or cause to be obtained equivalent coverage for
each person, who may subsequently be designated as a Registered Representative
pursuant to this Agreement.
8. Tradenames, Etc. No party hereto shall use any service ▇▇▇▇, trade name or
trademark of the other parties hereto without the prior written consent of such
other parties. The parties recognize and acknowledge that failure by any party
to comply with the provisions of this Agreement regarding permitted use by such
party of any other party's name, logo. and service ▇▇▇▇ ▇▇▇ result in damage
to such other party for which monetary damages would be inadequate. The
parties therefore agree that either party shall be entitled to specific
performance of the other party's obligations pursuant to such provisions.
9. Events of Default.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
9.1 Defaults. Any of the following shall constitute a default by a party under
this Agreement: (a) if that party is in material breach of any obligation
hereunder and such breach is continuing following thirty days written notice by
the aggrieved party to the breaching party; (b) if any representation or
warranty of such party under this Agreement is materially breached; or (c) if
such party liquidates or dissolves or otherwise ceases to conduct business in
the ordinary course, or has a receiver, sequestrator or trustee appointed for
it or for all or a substantial part of its property.
9.2 Remedies on Default. In the case of any default under this Agreement, an
aggrieved party may (a) commence arbitration proceedings under this Agreement,
and, to the limited extent provided in that section, appropriate judicial
proceedings; (b) suspend performance under this Agreement until the breach has
been satisfactorily cured; or (c) terminate this Agreement under the applicable
provisions. The remedies provided in this Section are intended to be
cumulative.
10. Term and Termination.
10.1 Term. This Agreement shall commence on the date, of this Agreement and
continue until terminated in accordance with this Section.
10.2 Termination. In addition to any other provision in this Agreement
providing for termination, this Agreement may be terminated as follows:
(a) Either party may terminate this Agreement, with or without cause,
upon thirty (30) days prior written notice to the other party.
(b) following a default under this Agreement, the aggrieved party may
at any time terminate this Agreement by written notice to the breaching party.
10.3 Effect of Termination. if this Agreement is terminated, with or without
cause:
(a) Subscriber shall (i) immediately cease representing itself as
being part of the AAGS Program, discontinue use of all AAGS materials and all
materials bearing AAGS's name, logo or service ▇▇▇▇; return to AAGS any
equipment, signs, materials, furnishing and supplies purchased by AAGS and
promptly remove AAGS's name, logo or service ▇▇▇▇ from any such items purchased
by, Subscriber; and (ii) return to AAGS all records relating to AAGS's
brokerage accounts, all AAGS procedures and compliance manuals and all AAGS
forms and documents and shall so certify in writing to AAGS within ten days of
the date of termination.
(b) AAGS shall cooperate in the transfer of accounts in accordance
with the provisions of Section 65 of the Uniform Practice Code of the National
Association of Securities Dealers, Inc. if this Agreement is terminated and
Subscriber is transferring its securities business to another broker/dealer,
including a broker/dealer subsidiary of Subscriber, AAGS shall cooperate in
and the parties shall mutually agree on the orderly transfer of accounts from
the AAGS Program to the new broker/dealer. In the event this Agreement is
terminated and Subscriber is not transferring its securities business to
another broker/dealer, each AAGS Customer's account shall be transferred to
another AAGS location.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
11. Regulatory Compliance.
11.1 Compliance with Laws. Both parties recognize that the transactions
contemplated by this Agreement arc subject to the Interagency Statement on
Retail Sales of Non deposit Investment Products, dated February 15, 1994, and
applicable laws, rules and regulations. Each party further agrees to act
consistently with the laws, rules, and regulations applicable to the other in
connection with this Agreement and to otherwise cooperate to enable both
parties to comply with such laws, rules, and regulations.
11.2 Compliance Monitoring. To the extent required by the Interagency Statement
or other applicable laws, rules and regulations (a) Subscriber is hereby
authorized to monitor and periodically review the services rendered by AAGS
pursuant to Section 2 of this Agreement for the purpose of verifying that AAGS
is complying with the terms of this Agreement; (b) Subscriber, and the federal
and state banking agencies having jurisdiction over Subscriber, are hereby
authorized to have access to such records of AAGS as necessary or appropriate
to evaluate compliance with this Agreement, including customer complaints, NASD
exams, and suitability of customers and products; (c) Subscriber shall allow
supervisory personnel of AAGS, and representatives of the SEC and NASD to have
access to the AAGS Centers in older to inspect the books and records and other
relevant information maintained by AAGS with respect to the AAGS Program; and
(d) Subscriber shall monitor the activities of Non-Licensed Representatives and
ensure their compliance with the limits on their permissible with respect to
securities transactions and broker/dealer services. The parties shall agree on
reasonable procedures for implementing monitoring programs by Subscriber.
11.3 Separation of Businesses. Subscriber shall maintain strict and total
separation of its businesses from the business conducted at each AAGS Center,
with appropriate signage specified in AAGS's Compliance Manual, including
separation of records and of physical facilities, and shall conduct their
businesses at all times so as not to lead to confusion between the businesses
conducted by Subscriber and the business conducted at AAGS Centers. Subscriber
shall comply in all respects with AAGS's Compliance Manual, as it may be
modified, and which is incorporated in and made a part of this Agreement.
12. Confidentiality.
12.1 AAGS Program. All information, records and any other documents associated
with the AAGS Program are confidential and proprietary in nature, and shall
not be used by Subscriber or disclosed to any person or entity by Subscriber or
its employees or agents except as necessary in operation of the AAGS Program or
as, required by applicable law.
12.2 Customer Information. AAGS agrees that all customer account information
obtained by AAGS from Subscriber is confidential and proprietary in nature and
that such information shall not be divulged by AAGS to any third parties or
entities or used in, any manner other than in connection with operation of the
AAGS Centers.
13. Indemnification.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
13.1 Indemnification of Subscriber. AAGS shall indemnify and hold harmless
Subscriber, and its officers, directors, employees and agents, from and against
any and all losses, claims, damages, liabilities, actions, costs or, expenses,
joint or several, to which they may become' subject (including any amounts paid
in settlement or compromise, provided that AAGS has given its prior written
approval of such settlement or compromise), insofar as such losses, claims,
damages, liabilities, actions, costs or expenses arise out of or ate based upon
(i) any employee of Subscriber acting (whether under actual or apparent
authority, of otherwise) as a Registered Representative, or (ii) any employee
of AAGS.
13.2 Procedure. Promptly after receipt by an indemnified party under this
Section of notice of any claim or the commencement of any action; such
indemnified party will notify AAGS in writing of such claim or the commencement
of such action. The indemnification is conditioned upon timely receipt of such
written notice, In case any such action is brought against any indemnified
party, and AAGS receives notice as provided in this section, AAGS shall
participate and may assume the defense of such action. Upon assumption of the
defense, AAGS will cease to be liable to such indemnified party under this
Section for any legal or other. expenses subsequently incurred by such
indemnified party.
14. Arbitration.
14.1 Binding Arbitration. Any dispute, controversy or claim arising out of or
relating to this Agreement or to a breach thereof, including its
interpretation', performance or termination which is not settled in writing
within sixty days after it arises, shall be settled by arbitration before the
Arbitration Department of the NASD. Any demand for arbitration shall be in
writing and delivered to all other parties under this Agreement. The
arbitration shall be conducted in accordance with the rules then in effect of
the NASD or, if such controversy is not arbitrable pursuant to the rules of the
NASD, then in accordance with the commercial rules then in effect of the
American Arbitration Association ("AAA").
The NASD or the AAA, as applicable, shall administer the arbitration
and act as appointing authority, except that the parties may engage in
document and/or deposition discovery in accordance with the United States
Federal Rules of Civil Procedure. All discovery shall be enforced by the
arbitrators. The arbitration, including the rendering of the award, shall take
place in the capital city of the state where the chief executive office of the
Subscriber is located; and shall be the exclusive forum for resolving any
dispute, controversy or claim hereunder.
This agreement to arbitrate is self executing, and the arbitrators
shall be empowered to determine the scope of arbitration, including what is and
what is not subject to arbitration, and shall have the power to make an award
due to the default of a party under the arbitration proceedings. Unless
otherwise agreed by the parties, a parcel of three arbitrators shall be
appointed to hear any matter submitted to arbitration here under, and shall be
chosen in accordance with rules of the NASD or the AAA, as applicable.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
14.2 Decision Final and Binding. The decision of the arbitrators shall be final
and binding upon the parties and the expense of the arbitration (including
without limitation the award of attorneys' fees to the prevailing party) shall
be paid as the arbitrators determine.
14.3 Injunctive Relief, Etc. Notwithstanding anything herein to the contrary,
each party shall. have the right to institute judicial proceedings in order to
enforce the instituting party's rights hereunder through reformation of
contract, specific performance, injunction or similar equitable relief to the
extent the arbitrator is not empowered to grant such relief.
15. Miscellaneous
15.1 Notices. All notices, consents or other communications required to be
delivered under this. Agreement shall be in writing, delivered personally; by
facsimile, or forwarded by certified mail, postage prepaid, to the address, set
forth. below and shall be deemed duly given when personally delivered or
transmitted by facsimile, or three business days after the date of deposit in a
mail box or other U.S. Postal Service depository outside the control of the
sender. Either party may designate in writing any other address to which such
notices, consents and other communications shall be sent. Until any such
change, such notices, requests and other communications shall be sent to the
address set forth on the final page of this Agreement.
15.2 Entire Agreement. This Agreement constitutes the entire understanding of
the parties with respect to it$ subject matter and supersedes any prior
agreement, written or oral in force between AAGS and Subscriber. This Agreement
may be amended only in writing singed by the parties.
15.3 Assignment Prohibited. No party may assign this Agreement without the
prior written consent of the other party.
15.4 Successors .and Assigns. This Agreement shall be binding upon the
successors and permitted assigns of each of the parties.
15.5 Limitation on Damages. NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OR IN CONNECTION WITH
ANY BREACH OF THIS AGREEMENT.
15.6 Captions. The captions of the paragraphs and subparagraphs of this
Agreement shall not affect its interpretation.
15.7 Severability. In the event that any court of competent: jurisdiction
declares invalid any provision of this Agreement such invalidity shall have no
effect on the other provisions hereof, which shall remain. valid and binding
and in full force and effect.
15.8 Amendments to Comply with Laws, Etc. The parties. agree to meet and
negotiate in good faith for the purpose of adopting appropriate amendments to
this Agreement to comply with new or amended laws, rules and regulations
applicable to any of the parties in connection.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
with this Agreement, including, without limitation, rules or other
promulgations of self regulating organizations.
15.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the of Ohio, without regard to conflicts of law
principles.
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SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES
IN WITNESS WHEREOF, AAGS and Subscriber have executed this Agreement as
of the date set forth above.
SUBSCRIBER: High Street Financial Services, Inc.
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title President & CEO
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Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attn: ▇▇▇▇▇▇▇▇▇▇▇ Frierd
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Fax #: (▇▇▇) ▇▇▇-▇▇▇▇
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AAG SECURITIES, INC.
By: /s/
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Title: President
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Effective Date 5-13-98
Subscriber High Street Financial
Services, Inc.
[AAG SECURITIES, INC. LETTERHEAD]
BROKERAGE SERVICES AGREEMENT
SCHEDULE A - Revenue Sharing Payments
For Subscription Accounts with Non-Affiliated Companies
Revenue Sharing Payments are defined as 80% multiplied by 100% of the dealer
reallowance, concession or commission received by the Firm with respect to the
sale of specific securities, products and services.
For Subscription Accounts with Affiliated Companies
Revenue Sharing Payments are defined as 80% multiplied by 100% of the
commission received by the Firm with respect to the sale of specific securities
products issued by the Firm's affiliated insurance carrier, Annuity Investors
Life Insurance Company.
For Pershing Accounts Revenue Sharing
Payments are equal to 80% of the balance of the commission or ▇▇▇▇-up charged
to the customer less the appropriate ticket charge (as published from time to
time) levied against the Subscriber. If the balance of the commission or
▇▇▇▇-up charged to the customer less the applicable ticket charge is a negative
balance, then the Subscriber is solely responsible for the entire difference.
The negative balance may be offset by any other earned Revenue Sharing Payments
in the Subscriber's account. Commissionable events Include only purchases or
sales of securities and any Rule 12b-1 asset trailers and similar commissions.
A redemption fee on certain securities may be charged to the customer. however
the Subscriber shall not earn Revenue Sharing Payments on any such redemption
fee.
SUBSCRIBER: AAG SECURITIES, INC.
/s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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(Signed Name) (Signed Name)
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇/President
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(Printed Name) (Printed Name/Title)
President & CEO
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(Title)
74
