EXHIBIT 1. A(3)(c)
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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/or of
Lutheran Brotherhood Variable Insurance Products Company, hereinafter
referred to as "LBVIP", a Minnesota Corporation; and (collectively known as
the "Companies"); and
WHEREAS, LB has the authority to issue variable contracts in certain
states and LBVIP has the authority to issue variable contracts in certain
other states; and
WHEREAS, the parties hereto desire that Registered Representative
represent LBSC and the Companies in the sale of LB's variable contracts in
states where LB is so authorized and LBVIP's variable contracts in states
where LBVIP is so authorized;
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
and variable annuity contracts which the Companies propose to
issue in appropriate states and for which LBSC has been
appointed the principal underwriter pursuant to Distribution
Agreements.
(2) The Variable Accounts - The variable life insurance and
variable annuity separate accounts established and maintained
by the Companies 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 Accounts in connection with the sale of the
Contracts.
(4) Registration Statement - The registration statements and
amendments thereto relating to the Contracts, the Variable
Accounts, and the Fund, including financial statements and
all exhibits.
(5) Prospectuses - 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) 1940 Act - The Investment Company Act of 1940, as amended.
(9) SEC - The Securities and Exchange Commission.
B. AGREEMENTS OF LBSC
(1) Pursuant to the authority delegated to it by the Companies,
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 the Companies.
(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 the Companies. 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 the Companies;
(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
the Companies as designated by LBSC. Checks or money orders
in payment of initial premiums shall be drawn to the order of
"Lutheran Brotherhood" or "Lutheran Brotherhood Variable
Insurance Products Company", whichever is appropriate.
Registered Representative acknowledges that the Companies
retain the ultimate right to control the sale of the
Contracts and that LBSC or the Companies shall have the
unconditional right to reject, in whole or in part, any
application for the Contract. In the event the Companies or
LBSC rejects an application, the Companies immediately will
return all payments directly to the purchaser and Registered
Representative will be notified of such action. In the event
that any purchaser elects to return a Contract in accordance
with the Contract's free look provision, any amounts paid
will be refunded pursuant to the law of the state in which
the purchaser resides 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 the Companies or
LBSC, except for the 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 the Companies 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
the Companies 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 the Companies as a life insurance
and variable contract agent of the Companies 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 the Companies 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 the Companies.
(7) Registered Representative shall not represent himself or
herself as having any nor shall he or she have authority on
behalf of LBSC or the Companies 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 Companies or LBSC; receive any
moneys or premiums due, or to become due, to the Companies,
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 the Companies, nor
shall Registered Representative possess or exercise any
authority on behalf of LBSC or the Companies 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 the Companies, the Variable
Accounts, 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 the Companies and shall be returned to the
Companies 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 the Companies 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 the Companies 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 the
Companies of 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 the Companies. All forms and other material,
including electronic data, whether furnished by the Companies
or LBSC or purchased by Registered Representative, upon which
this information is recorded shall be the sole and exclusive
property of the Companies. Registered Representative shall
return any part or all of such information and records upon
the request of the Companies or LBSC. Registered
Representative will safeguard and protect all such
information within his or her control from any unauthorized
access and use.
(10) The Companies 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 the
Companies. 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 the Companies 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 owners 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 the Companies.
(13) Upon termination of this Agreement, Registered Representative
will deliver to the Companies, or its authorized
representatives, all records, materials, supplies,
advertising, licenses, and all other documents pertaining to
the Companies, used in carrying out this Agreement.
(14) Registered Representative will, at the option of the
Companies 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 the Companies for the performance of his or her
professional services, duties, and obligations.
D. COMPENSATION
(1) Pursuant to the Distribution Agreement between LBSC and the
Companies, LBSC shall cause the Companies 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 the
Companies and LBSC. A copy of the schedule of commission
rates has been furnished to the Registered Representative.
(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 the Companies to LBSC, now or hereafter, in
connection with the sale of any Contracts hereunder.
(3) The Companies are 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 LB 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 the Companies 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 the Companies' 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 the Companies
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 the Companies;
(b) Registered Representative fails to deliver to the
Companies or their authorized representative any of the
following: all records, including electronic data,
materials, supplies, advertising, licenses, and all
other documents containing the Companies' confidential
information and/or trade secrets, upon the written
request of the Companies;
(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 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 the Companies and LBSC and each of their current and
former directors and officers and each person, if any, who
controls or has controlled the Companies or LBSC within the
meaning of the 1933 Act or the 1934 Act, against any losses,
claims, damages or liabilities to which the Companies 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 or this
Agreement; and Registered Representative will reimburse
the Companies, 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 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)
#20762
