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A Member of The Security 700 SW Harrison St.
Benefit Group of Companies Topeka, Kansas 66636-0001
(785) 431-3000
PRIMARY GENERAL AGENCY BROKER/DEALER
SBL VARIABLE PRODUCTS SALES AGREEMENT
Effective Date:
1. This Agreement is made among Security Benefit Life Insurance Company,
of Topeka, Kansas, and its affiliated company, Security Distributors,
Inc., hereinafter jointly called "SBL," ("Broker/Dealer") and each of
the agencies listed on Exhibit "A", attached hereto (if any), ("General
Agent"). SBL hereby authorizes Broker/Dealer and those persons
associated with General Agent who are registered representatives of
Broker/Dealer and licensed agents of SBL to solicit and service (1)
variable annuities issued under Security Benefit Life Insurance
Company's several Variable Annuity Accounts and (2) variable life
insurance policies issued under Security Benefit Life Insurance
Company's variable life accounts, each of which have been registered as
securities under the Securities Act of 1933 with Security Distributors,
Inc. (a member of the National Association of Securities Dealers, Inc.)
having been designated Principal Underwriter thereof. Said variable
annuity contracts and variable life insurance policies are referred to
herein as "variable products."
2. General Agent is hereby authorized to solicit, and to recommend for
appointment subagents (referred to herein as Agents) to solicit sales
of SBL variable products, to deliver the contracts, and to service the
business. General Agent may organize, train, and maintain an agency
force; however, SBL may at its option, refuse to contract with any
proposed Agent and may at any time terminate any Agreement with any
Agent.
General Agent agrees to abide by the terms and conditions of this
Agreement and any sales manuals and/or rules and practices of SBL and
agrees that its Agents will not (i) solicit or submit applications,
(ii) receive any compensation based on transactions in securities or
the provision of securities advice, or (iii) engage in any other
securities activities, unless such Agents are properly licensed under
applicable insurance laws and are "associated persons" of the
Broker/Dealer within the meaning of "associated person of a broker or
dealer," as that term is used in Section 3(a)(18) of the Securities
Exchange Act of 1934. General Agent agrees to abide by all applicable
local, state and federal laws and regulations in conducting business
under this Agreement. General Agent undertakes and agrees to hold SBL
harmless against any loss of whatever kind or nature arising out of any
claim made by any of said agents for compensation.
General Agent shall endeavor to promote SBL's interests and those
mutual interests of General Agent and SBL as contemplated by this
Agreement and shall at all times conduct itself, and see that those
Agents assigned to or appointed by General Agent or its employees
conduct themselves, so as not to adversely affect the business
reputation or good standing of either General Agent or SBL. The primary
General Agent agrees to provide the affiliated General Agents listed on
Exhibit "A" attached hereto (if any), with a copy of this agreement and
insure compliance with its terms by each General Agents.
General Agent shall be responsible to SBL for the acts of the Agents
assigned to or appointed by General Agent or its employees and shall
indemnify and hold harmless from any and all expenses, costs, causes of
actions, and/or damages resulting from or growing out of any
unauthorized act by General Agent or any of its Agents or employees. In
addition, the primary General Agent shall be responsible to SBL for the
acts of each of the affiliated General Agents (if any) listed on
Exhibit "A", attached hereto, and shall indemnify and hold harmless
from any and all expenses, costs, causes of actions, and/or damages
resulting from or growing out of any unauthorized act by General Agent
or any of its Agents or employees.
3. Broker/Dealer hereby accepts authorization to solicit and service SBL
variable products and confirms that Broker/Dealer is properly licensed
to solicit and service such variable products for SBL and is a member
in good standing of the National Association of Securities Dealers,
Inc., hereinafter called "NASD," and further agrees to notify SBL if it
ceases to be a member of NASD.
4. Broker/Dealer shall have the authority to recruit, train and supervise
registered representatives for the sale of variable products of SBL.
Such training and supervision shall be conducted by the Broker/Dealer
in accordance with the Securities Exchange Act of 1934, the NASD's
Rules of Fair Practice and other applicable law. SBL reserves the right
to require termination of any registered representative's right to sell
SBL variable products. Broker/Dealer shall be responsible for any
registered representative appointed hereunder complying with the terms,
conditions and limitations as set forth in this Agreement.
5. Commissions on stipulated payments or premiums accepted by SBL on
behalf of an annuitant, participant, or policyholder of a variable
product covered by this Agreement will be in accordance with the
Schedule of Commissions made part of this Agreement, and are in full
consideration of all services rendered and expenses incurred hereunder
by the General Agent and Broker/Dealer or their representatives. First
year commissions are payable when an individual variable annuity
contract, group variable annuity certificate or variable life insurance
policy is issued and paid for upon an application submitted through
Broker/Dealer and accepted by the applicant thereof. General Agent and
Broker/Dealer are not authorized to deduct commissions prior to
forwarding any remittance received to SBL. All checks or drafts
received by the General Agent or Broker/Dealer in regards to any
variable product shall be made payable to Security Benefit Life
Insurance Company. All compensation payable hereunder shall be subject
to a first lien and may be reduced or set off as to any indebtedness
owed by the General Agent or Broker/Dealer to SBL. Any commissions paid
to a third party at the request of the General Agent or Broker/Dealer
shall be deducted from the commissions payable hereunder. In the event
this agreement is executed by one or more affiliated insurance agencies
listed on Exhibit "A", it is understood and agreed that the primary
agency will collect and disburse said commissions to the soliciting
General Agency.
6. General Agent and Broker/Dealer agree to be bound by the terms,
conditions and limitations set forth in this Agreement and the rules
and practices of SBL that are now and hereafter in force. Broker/Dealer
agrees not to solicit or submit applications for variable products to
SBL unless they and their registered representatives are properly
licensed, and further agrees that it will conform to all applicable
state, federal and local laws and regulations in conducting business
under this Agreement. Both SBL and Broker/Dealer hereby agree to abide
by the applicable Rules of Fair Practice of the NASD which Rules are
incorporated herein as if set forth in full. The signing of this
Agreement and the purchase of variable products pursuant thereto is a
representation to SBL that Broker/Dealer is a properly registered
Broker/Dealer under the Securities and Exchange Act of 1934.
7. Neither the General Agent, Broker/Dealer nor their representatives are
authorized to make any representations concerning the variable
products, their sponsor (SBL), the principal underwriter (Security
Distributors, Inc.) or the underlying mutual funds except those
contained in the applicable current prospectuses and in the printed
information furnished by SBL. General Agent and Broker/Dealer agree not
to use any other advertising or sales material relating to the variable
products unless specifically approved in writing by SBL.
8. General Agent and Broker/Dealer are not authorized and have no
authority (a) to make, alter or discharge any contract for or on behalf
of SBL, (b) endorse any check or draft payable to SBL, (c) to accept
any variable product consideration after the initial remittance, (d) to
waive or modify any prospectus, contract, policy or application
provision, condition or obligation, (e) to extend the time for payment
of any variable product consideration or accept payment of any past due
variable product consideration.
9. This Agreement shall not create or be construed as creating an
Employer-Employee or Master-Servant relationship between General Agent
and SBL or Broker/Dealer and SBL.
10. General Agent agrees to keep accurate records on all business written
and moneys received under this Agreement. Such records may be examined
by SBL or its representatives at any reasonable time.
11. General Agent and Broker/Dealer agree to be responsible for any county
or municipal occupational or privilege fee, tax or license which may be
required of General Agent, Broker/Dealer or its representatives as a
result of business submitted under this Agreement.
12. Broker/Dealer will maintain books and records relating to the sale of
the variable products and the receipt and disbursement of insurance
commissions and fees thereon. Such books and records will be maintained
and preserved in conformity with the requirements of Section 17(a) of
the Securities Exchange Act of 1934 and the rules thereunder, to the
extent applicable, and will at all times be compiled and maintained in
a manner that permits inspection by the supervisory personnel of
Broker/Dealer, the Securities and Exchange Commission, the NASD, and
other appropriate regulatory authorities.
13. The receipt of commissions and fees relating to the variable products
will be reflected in the quarterly FOCUS reports filed by the
Broker/Dealer and in its fee assessment reports filed with the NASD.
14. A designated principal of Broker/Dealer will approve all
advertisements.
15. All premiums derived from the sale of the variable products will be
sent directly to SBL, or will be sent by customers to the Broker/Dealer
for forwarding to SBL. The General Agent will not receive, accumulate
or maintain custody of customer funds.
16. Neither this Agreement nor the compensation payable hereunder shall be
assigned or pledged without the written consent of SBL. SBL reserves
the right to reject any assignment or pledge.
17. No consent or change in this Agreement shall be binding upon SBL unless
in writing and signed by the president, a vice president, secretary or
an assistant secretary of SBL. Any failure of SBL to insist upon strict
compliance with the provisions of this Agreement shall not constitute
or be construed as a waiver thereof.
18. SBL shall have the right to decline or modify any application or to
refund any variable product consideration or any portion thereof, and
General Agent shall refund immediately upon request any commissions
received in connection therewith. All applications for variable
products are subject to acceptance by SBL and become effective only
upon confirmation by SBL. General Agent agrees to return to SBL without
delay any commissions received on a variable product, contract or
policy if such contract or policy is tendered for redemption within
seven (7) business days after acceptance of the application by SBL.
19. Variable products, contracts and policies will be offered to the public
at the price as outlined in the applicable variable product's current
prospectus. All cash surrenders require the written request and consent
of the contract or policyowner and such surrenders will conform to the
provisions set forth in the applicable contract or policy.
20. SBL has been and is designated Administrative Agent of Security
Distributors, Inc. to perform duties, including recordkeeping and
payment of commissions, necessary under this Agreement in connection
with the solicitation, sales and servicing of variable annuity
contracts sold and solicited hereunder.
21. SBL reserves the right to amend or terminate this agreement at any
time. In the event (i) Broker/Dealer ceases to be a member in good
standing of the NASD; (ii) General Agent's license is revoked,
terminated or not renewed; or (iii) General Agent or Broker/Dealer
files or, has filed on its behalf a petition for bankruptcy, this
Agreement shall terminate automatically without notice. After
termination General Agent and Broker/Dealer upon request, shall without
delay pay in full any indebtedness owed to SBL and return all SBL
property to their Home Office. In the event General Agent or
Broker/Dealer are doing business in such manner that servicing is
impossible, SBL reserves the right to reassign the business and service
fees to another party. Should General Agent or Broker/Dealer fail to
comply with any of the terms of this Agreement, SBL reserves the right
to terminate this Agreement and terminate vesting as to all commissions
payable hereunder.
22. General Agent and Broker/Dealer agree to hold harmless and indemnify
SBL against any and all claims, liabilities and expenses which SBL may
incur from liabilities arising out of or based upon any alleged or
untrue statement other than statements contained in the registration
statement, prospectus or approved sales materials of any contract.
23. If it should appear that any term of this contract is in conflict with
any applicable rule of law, statute, or regulation, then any such term
shall be deemed inoperative and null and void insofar as it may be in
conflict therewith and shall be deemed modified to conform to such rule
of law, statute, or regulation. The existence of any such apparent
conflict shall not invalidate the remaining provisions of this
contract.
24. This agreement may be executed in one or more counterparts, together
which shall be deemed a complete original.
25. This Agreement is effective as of the Effective Date set forth above
and replaces any previous Agreement between the parties relating to
variable products of SBL except as to any commissions payable
thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the Effective Date set forth above.
SECURITY DISTRIBUTORS, INC. BROKER/DEALER:
By : GREGORY J. GARVIN By: ___________________________________
--------------------------- (Signature of Principal)
Name: Gregory J. Garvin
Title: President
_______________________________________
(Name and Title of Principal)
SECURITY BENEFIT LIFE INSURANCE PRIMARY GENERAL AGENT:
By: GREGORY J. GARVIN By: ___________________________________
--------------------------- (Signature)
Name: Gregory J. Garvin
Title: Senior Vice President
________________________________________
(Name and Title)
EXHIBIT "A"
AFFILIATED GENERAL AGENTS
NAME TAX I.D. #
3-WAY 9482C (R7-00)