THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
AGREEMENT OF GENERAL AGENCY
Agreement made this _________ day of ____________, 20___ by and between The
Guardian Insurance & Annuity Company, Inc. ("GIAC"), a Delaware corporation and
a wholly-owned subsidiary of The Guardian Life Insurance Company of America
("Guardian Life"), having its Principal office located at 7 Hanover Square, New
York, New York, 10004 and ________________ ("Principal").
1. The undersigned Principal is presently a General Agent of Guardian Life in
accordance with an Agreement of General Agency bearing an effective date
of _______________ ("Guardian Life GA Agreement").
2. GIAC hereby appoints the Principal a General Agent of GIAC for the limited
purpose of conducting and overseeing the business relating to the products
specified in Appendix A of this Agreement.
3. The Principal shall at all times be associated with Park Avenue Securities
LLC ("PAS"), a Broker-Dealer registered with the Securities and Exchange
Commission ("SEC") and a member of the National Association of Securities
Dealers, Inc. ("NASD") as an NASD Registered Representative or NASD
Registered Principal and, if the particular jurisdiction requires, shall
be licensed or registered as a securities agent of PAS. The Principal must
at all times be validly licensed, registered or appointed by GIAC as a
variable contracts agent in accordance with the requirements of the
jurisdiction where solicitations for contracts occur. The Principal, his
agents, brokers and Field Representatives may solicit for and sell
contracts in any jurisdiction where such contracts are filed and approved
for sale by the governmental authorities having jurisdiction, provided the
Principal, his agents, brokers and Field Representatives are all validly
licensed, registered or otherwise qualified as required for the
solicitation and sale of the contracts in such jurisdictions.
4. To the extent applicable, the Principal shall comply strictly with: (a)
the laws, rules and regulations of all jurisdictions (state and local) in
which the Principal, his agents, brokers and Field Representatives solicit
applications for and sell contracts; (b) federal laws and the rules and
regulations of the SEC; (c) the rules of the NASD; (d) the rules and
procedures of PAS, and (e) the rules and procedures of GIAC. The Principal
understands that failure to comply with such laws, rules, regulations and
procedures may result in disciplinary action against the Principal by the
SEC, a state or other local regulatory agency that has jurisdiction, the
NASD, PAS or GIAC. Before any solicitations or sales of contracts are
made, the Principal shall become familiar with and abide by the laws,
rules, regulations and procedures of all the above mentioned
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agencies or parties as are currently in effect and as they may be changed
from time to time.
5. The Principal shall have all applications for contracts accurately
completed or reviewed and signed by the applicant and shall submit the
applications to GIAC through PAS together with all payments received from
applicants without any reductions. The Principal, his agents, brokers and
Field Representatives shall cause all checks or orders for contracts to be
made payable to GIAC. GIAC shall reject any application that is submitted
by or on behalf of a Principal, his agents, brokers and Field
Representatives not appropriately licensed as required by paragraph 3 of
this Agreement.
6. The Principal, his agents, brokers and Field Representatives shall not
make any statements concerning the products except those that are
contained in the current prospectuses for them and the prospectuses for
their underlying variable investment options and they shall not solicit
for applications or make sales through the use of mailings, advertisements
or sales literature or any other method of contact unless the material or
a complete description of the method has been filed with the NASD and
received written approval of PAS from a Registered Principal whose office
is located in a PAS Office of Supervisory Jurisdiction as that term is
defined by NASD rules.
7. In connection with the Principal's appointment as a GIAC General Agent for
the purpose set forth in paragraph 2 above, the entire Guardian Life GA
Agreement referred to above and attached hereto as the Exhibit, including
all compensation adjustment provisions, is incorporated herein by
reference. Guardian Life GA Agreement compensation provisions that do not
apply to the products in Appendix A are as noted below. All references to
"Company" within the Guardian Life GA Agreement shall apply with full
force and effect to GIAC. Additionally, the Registered Representative's
Agreement between the Principal and PAS and the Agent's Agreement between
the Principal and GIAC are incorporated herein by reference and attached
hereto as Exhibits.
8. This Agreement may be terminated as outlined in Section 5 of the Guardian
Life GA Agreement. In addition, it shall be automatically terminated if
the Guardian Life GA Agreement, PAS Registered Representative Agreement or
GIAC Agent's Agreement is terminated.
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IT SHALL BE EXPRESSLY UNDERSTOOD BY THE PRINCIPAL THAT THIS AGREEMENT SHALL NOT
BE EFFECTIVE UNLESS THE PRINCIPAL IS VALIDLY LICENSED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS BY THE PRINCIPAL AND THE
AGENTS, BROKERS AND FIELD REPRESENTATIVES OF THE PRINCIPAL FOR CONTRACTS OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the day and year first written above.
___________________ _________________________
WITNESS Authorized Company Officer
___________________ _________________________
WITNESS General Agent
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APPENDIX A
List of Products
1. Variable Whole Life Insurance Policies with Modified Scheduled Premiums
marketed under the name Park Avenue Life ("PAL").
2. Flexible Premium Adjustable Variable Life Insurance Policies marketed
under the name Park Avenue Variable Universal Life - Millennium Series
("VUL")*
3. Survivorship Flexible Premium Adjustable Variable Life Insurance Policies
marketed under the name Park Avenue Survivorship Variable Universal Life -
Millennium Series ("SVUL")*
*Enhanced Cash Value versions of these products are also available. Where
applicable herein, these versions are designated "eVUL" and "eSVUL"
respectively.
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APPENDIX B
PAL COMPENSATION
A. Overriding Commission Schedule (Percentages of Premium)
--------------------------------------------------------
PAL Policy PAL Unscheduled
Policy Years Premiums Payments
--------------------------------------------------------
1 5% 0.5%
--------------------------------------------------------
2 through 5 4% 0.5%
--------------------------------------------------------
6 through 10 2% 0.5%
--------------------------------------------------------
No overrides on PAL policies shall be payable on PAL policy premiums skipped
under the Premium Skip Option of the PAL policy. If unscheduled payments are
received when policies should be on the Premium Skip Option, renewal overrides
on such payments shall be based on renewal rates of PAL policy premiums applied
up to amounts of premium that correspond to renewal PAL policy premiums that
would otherwise have been paid if not for the Premium Skip Option being in
effect with standard renewal rates on unscheduled payments applied to any
premiums received above such PAL policy premium levels.
B. Expense Allowance Payments (Percentages of First Year Commissions)
-------------------
Product Rate
-------------------
PAL 62%
-------------------
The term "first year commissions" shall be understood to include first policy
year Field Representative compensation at $13.75 per 1,000 of life production
credits.
C. Commission Schedule (Percentages of Premium)
--------------------------------------------------------
PAL Policy PAL Unscheduled
Policy Years Premiums Payments
--------------------------------------------------------
1 50% 3%
--------------------------------------------------------
2 through 10 5% 3%
--------------------------------------------------------
The first policy year commission rate of 50% shall be reduced where policies are
issued at ages over 70 with actual rates payable determined by deducting from
the figure 120 ages of applicable insureds as of policy issue dates.
No compensation shall be payable on PAL policy premiums skipped under the
Premium Skip Option of PAL policies. If unscheduled payments are received when
policies should be on the Premium Skip Option, renewal commissions on such
payments shall be based on renewal rates of PAL policy premiums applied up to
amounts of premium that correspond to renewal PAL policy premiums that would
otherwise have been paid if not for the Premium Skip Option being in effect with
standard renewal rates on unscheduled payments applied to any premiums received
above such PAL policy premium levels.
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APPENDIX C
VUL & SVUL COMPENSATION
A. Overriding Commission Schedule (Percentages of Premium)
--------------------------------------------------------
VUL & SVUL Target VUL & SVUL Excess
Policy Years Premiums Premiums
--------------------------------------------------------
1 5% 0.5%
--------------------------------------------------------
2 through 10 3% 0.5%
--------------------------------------------------------
B. Expense Allowance Payments
These payments shall be determined in accordance with Appendix G and Sections 3
and 4 of the Agreement of General Agency except that VUL and SVUL shall be
excluded in the calculation of the Persistency Adjustment in Appendix G,
Schedule G-II, Subsection (C) and the Persistency Results in Section 4,
Subsection C, Subparagraph 2.
C. Commission Schedule (Percentages of Premium)
--------------------------------------------------------
VUL & SVUL Target VUL & SVUL Excess
Policy Years Premiums Premiums
--------------------------------------------------------
1 55% 3%
--------------------------------------------------------
2 through 10 4% 3%
--------------------------------------------------------
In addition, .0125% of unloaned account values shall be payable monthly policy
years 11 and over as long as the producer contract shall remain active.
The first policy year commission rate of 55% shall be reduced where policies are
issued at ages over 70 with actual rates payable determined by deducting from
the figure 125 ages of applicable insureds as of policy issue dates.
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APPENDIX D
eVUL & eSVUL COMPENSATION
A. Overriding Commission Schedule (Percentages of Premium)
--------------------------------------------------------
eVUL & eSVUL eVUL & eSVUL
Policy Years Target Premiums Excess Premiums
--------------------------------------------------------
1 5% 0.5%
--------------------------------------------------------
2 through 10 3% 0.5%
--------------------------------------------------------
B. Expense Allowance Payments (Percentages of Target Commissions)
-----------------------------------------
eVUL & eSVUL Target
Policy Years Commissions
-----------------------------------------
1 through 4 25%
-----------------------------------------
The term "target commissions" shall be understood to include first policy year
Field Representative compensation at $13.75 per 1,000 of life production
credits.
C. Commission Schedule (Percentages of Premium)
--------------------------------------------------------
eVUL & eSVUL eVUL & eSVUL
Policy Years Target Premiums Excess Premiums
--------------------------------------------------------
1 through 4 20% 3%
--------------------------------------------------------
5 through 10 7% 3%
--------------------------------------------------------
In addition, .0125% of unloaned account values shall be payable monthly policy
years 11 and over as long as the producer contract shall remain active.
The first policy year commission rate of 20% shall be reduced where policies are
issued at ages over 70 with actual rates payable determined by deducting from
the figure 90 ages of applicable insureds as of policy issue dates.
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APPENDIX E
ALLOCATION OF PREMIUMS AND THEIR EFFECT
ON VUL, SVUL, eVUL & eSVUL COMPENSATION
A. General
In a first policy year, premiums will first be applied to policy target
premium. These will be compensated at first year rates. Any premiums
received in the first year of a policy exceeding policy target premium
will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to the policy target
premium will be applied as policy target premium and receive compensation
at target premium renewal rates. Any premium exceeding the policy target
premium in policy years two through ten will be considered excess premium
to be compensated at excess rates.
B. Increases In Coverage
Coverage increases will be reflected in self-contained segments of
policies that have their own policy effective dates, policy year durations
and target premiums. Premiums for policies with increases in coverage will
be applied to each coverage and associated target premiums in the order
the coverages were issued (earliest first). When the sum of the premiums
during a given policy year exceeds the sum of all applicable target
premiums, any additional amount will be allocated prorata based on target
premiums for each coverage. The amount thus allocated will be processed as
outlined in the above general description (i.e. it will be processed with
reference to policy years of the coverages and amounts of applicable
target premiums paid).
C. Decreases In Coverage
A coverage decrease will be applied to a last previous coverage increase,
if any, or to the initial coverage should no coverage increase have taken
place. Such decrease will not reduce target premium.
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