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[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
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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: RICHARD K RYAN By:
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Name: Richard K Ryan (Signature of Principal)
Title: President
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(Name and Title of Principal)
SECURITY BENEFIT LIFE INSURANCE PRIMARY GENERAL AGENT:
By: RICHARD K RYAN By:
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Name: Richard K Ryan (Signature)
Title: Senior Vice President
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(Name and Title)
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EXHIBIT "A"
AFFLIATED GENERAL AGENTS
NAME TAX I.D. #
