EXHIBIT 3(b)
SELLING GROUP AGREEMENT
AMERICAN GENERAL SECURITIES INCORPORATED AND
AMERICAN GENERAL LIFE INSURANCE COMPANY
This Selling Group Agreement ("Agreement") is made among American General
Securities Incorporated, a registered broker - dealer and the distributor for
the variable life insurance policies and/or annuity contracts set forth in
Schedule A ("Distributor"),
______________________________________________________________________________
("Selling Group Member")
______________________________________________________________________________
("Associated Agency")
and, as the fourth party, American General Life Insurance Company ("AGL").
Distributor is a wholly-owned subsidiary of AGL. Selling Group Member is
registered with the Securities and Exchange Commission ("SEC") as a
broker-dealer under the Securities Exchange Act of 1934 ("1934 Act") and under
any appropriate regulatory requirements of state law, and is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"),
unless Selling Group Member is exempt from the broker-dealer registration
requirements of the 1934 Act. Unless exempt, Selling Group Member maintains a
level of qualification with the NASD appropriate to enable it to offer and
sell the products set forth in Schedule A. Selling Group Member is affiliated
with Associated Agency, which is properly licensed under the insurance laws of
the state(s) in which Selling Group Member will act under this Agreement.
This Agreement is for the purpose of providing for the distribution of certain
variable life insurance policies and/or annuity contracts set forth in
Schedule A and any successor or additional SEC registered insurance products
(as discussed in Part (1) "NEW PRODUCTS" of this Agreement) to be issued by
AGL and distributed through Distributor through representatives who are state
insurance licensed and appointed agents of AGL and associated with Associated
Agency and are also NASD registered representatives of Selling Group Member
("Sales Persons"). The policies and/or annuity contracts set forth in Schedule
A, along with any successor or additional SEC registered insurance products,
are referred to collectively herein as the "Contracts".
In consideration of the mutual promises and covenants contained in this
Agreement, AGL and Distributor appoint Selling Group Member and those persons
associated with Associated Agency who are NASD registered representatives of
Selling Group Member and state insurance licensed agents of AGL to solicit and
procure applications for the Contracts. This appointment is not deemed to be
exclusive in any manner and only extends to those jurisdictions where the
Contracts have been approved for sale. Selling Group Member is authorized to
collect the first purchase payment or premium (collectively "Premiums") on the
Contracts and, unless Selling Group Member and AGL have otherwise agreed, must
remit such premiums in full dollar amount to AGL. Unless Selling Group Member
and AGL have otherwise agreed, applications
shall be taken only on preprinted application forms supplied by AGL. All
completed applications and supporting documents are the sole property of AGL
and must be promptly delivered to AGL. All applications are subject to
acceptance by AGL at its sole discretion.
(1) NEW PRODUCTS
AGL and Distributor may propose, and AGL may issue additional or successor
products, in which event Selling Group Member will be informed of the product
and its related concession schedule. If Selling Group Member does not agree to
distribute such product(s), it must notify Distributor in writing within 30
days of receipt of the Concession Schedule for such product(s). If Selling
Group Member does not indicate disapproval of the new product(s) or the terms
contained in the related Concession Schedule, Selling Group Member will be
deemed to have thereby agreed to distribute such product(s) and agreed to the
related Concession Schedule which shall be attached to and made a part of this
Agreement.
(2) SALES PERSONS
Associated Agency is authorized to recommend Sales Persons for appointment by
AGL to solicit sales of the Contracts. Associated Agency warrants that all
such Sales Persons shall not commence solicitation nor aid, directly or
indirectly, in the solicitation of any application for any Contract until that
Sales Person is appropriately licensed for such product under applicable
insurance laws and is a currently NASD registered representative of Selling
Group Member. Associated Agency shall be responsible for all fees required to
obtain and/or maintain any licenses or registrations required by state or
federal law, for Associated Agency and its Sales Persons. From time to time,
AGL will provide Associated Agency and Selling Group Member with information
regarding the jurisdictions in which AGL is authorized to solicit applications
for the Contracts and any limitations on the availability of such Contracts in
any jurisdiction.
(3) SALES MATERIAL
Associated Agency and Selling Group Member shall not utilize in their efforts
to market the Contracts, any written brochure, prospectus, descriptive
literature, printed and published material, audio-visual material or standard
letters unless such material has been provided preprinted by AGL or
Distributor or unless AGL and Distributor have provided written approval for
the use of such literature. In accordance with the requirements of the laws of
the several states, Associated Agency and Selling Group Member shall maintain
complete records indicating the manner and extent of distribution of any such
solicitation material, shall make such records and files available to staff of
AGL and/or Distributor in field inspections and shall make such material
available to personnel of state insurance departments, the NASD or other
regulatory agencies, including the SEC, which have regulatory authority over
AGL or Distributor. Associated Agency and Selling Group Member jointly and
severally hold AGL, Distributor and their affiliates harmless from any
liability arising from the use of any material which either (a) has not been
specifically approved in writing by AGL, or (b) although previously approved,
has been disapproved by AGL or Distributor, in writing for further use.
(4) PROSPECTUSES
Selling Group Member and Associated Agency warrant that solicitation for the
sale of SEC registered insurance products will be made by use of a currently
effective prospectus, that a prospectus will be
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delivered concurrently with each sales presentation and that no statements
shall be made to a client superseding or controverting any statement made in
the prospectus. AGL and Distributor shall furnish Selling Group Member and
Associated Agency, at no cost to Selling Group Member or Associated Agency,
reasonable quantities of prospectuses to aid in the solicitation of Contracts.
(5) SELLING GROUP MEMBER COMPLIANCE
Selling Group Member shall be solely responsible for the approval of
suitability determinations for the purchase of any Contract or the selection
of any investment option thereunder, in compliance with federal and state
securities laws and shall supervise Associated Agency and Sales Persons in
determining client suitability. Selling Group Member shall hold AGL and
Distributor harmless from any financial claim resulting from improper
suitability decisions.
Selling Group Member will fully comply with the requirements of the NASD and
of the 1934 Act and such other applicable federal and state laws and will
establish rules, procedures, and supervisory and inspection techniques
necessary to diligently supervise the activities of its NASD registered
representatives who are state insurance licensed agents or solicitors of AGL,
in connection with offers and sales of the Contracts. Such supervision shall
include providing, or arranging for, initial and periodic training in
knowledge of the Contracts. Upon request by Distributor or AGL, Selling Group
Member will furnish appropriate records as are necessary to establish diligent
supervision and client suitability.
Selling Group Member shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial
proceeding with respect to AGL, Distributor, Selling Group Member, and
Associated Agency and their respective affiliates, agents and representatives
to the extent that such examination, investigation, or proceeding arises in
connection with the Contracts. Selling Group Member shall immediately notify
Distributor if its broker-dealer registration or the registration of any of
its Sales Persons is revoked, suspended, or terminated.
(6) ASSOCIATED AGENCY AND SALES PERSON COMPLIANCE
Associated Agency will fully comply with the requirements of state insurance
laws and applicable federal laws and will establish rules and procedures
necessary to diligently supervise the activities of the Sales Persons. Upon
request by Distributor or AGL, Selling Group Member will furnish appropriate
records as are necessary to establish such supervision. Associated Agency and
Sales Persons shall be responsible for making suitability determinations for
the purchase of any Contract or the selection of any investment option
thereunder, in compliance with federal and state securities laws.
Associated Agency shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial
proceeding with respect to AGL, Distributor, Selling Group Member, and
Associated Agency and their respective affiliates, agents and representatives
to the extent that such examination, investigation, or proceeding arises in
connection with the Contracts. Associated Agency shall immediately notify
Distributor if its insurance license or the license of any of its Sales
Persons is revoked, suspended, or terminated.
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(7) AGL COMPLIANCE
AGL represents that the prospectus(es) and registration statement(s) relating
to the Contracts contain no untrue statements of material fact or omission to
state a material fact, the omission of which makes any statement contained in
the prospectus and registration statement misleading. AGL agrees to indemnify
Associated Agency and Selling Group Member from and against any claims,
liabilities and expenses which may be incurred by any of those parties under
the Securities Act of 1933, the 1934 Act, the Investment Company Act of 1940,
common law, or otherwise, and that arises out of a breach of this paragraph.
(8) COMPENSATION
AGL will remit to Associated Agency compensation as set forth in Schedule B
hereto.
(9) CUSTOMER SERVICE, COMPLAINTS, AND INDEMNIFICATION
The parties agree that AGL may contact by mail or otherwise, any client,
agent, account executive, or employee of Associated Agency or other individual
acting in a similar capacity if deemed appropriate by AGL, in the course of
normal customer service for existing Contracts, in the investigation of
complaints, or as required by law. The parties agree to cooperate fully in the
investigation of any complaint.
Selling Group Member, Associated Agency, and Sales Persons agree to hold
harmless and indemnify Distributor and AGL against any and all claims,
liabilities and expenses incurred by either Distributor or AGL, and arising
out of or based upon any alleged or untrue statement of Selling Group Member,
Associated Agency or Sales Person other than statements contained in the
approved sales material for any Contract, or in the registration statement or
prospectus for any Contract.
(10) FIDELITY BOND
Associated Agency represents that all directors, officers, employees and Sales
Persons of Associated Agency licensed pursuant to this Agreement or who have
access to funds of AGL are and will continue to be covered by a blanket
fidelity bond including coverage for larceny, embezzlement and other
defalcation, issued by a reputable bonding company. This bond shall be
maintained at Associated Agency's expense. Such bond shall be at least
equivalent to the minimal coverage required under the NASD Rules of Fair
Practice, and endorsed to extend coverage to life insurance and annuity
transactions. Associated Agency acknowledges that AGL may require evidence
that such coverage is in force and Associated Agency shall promptly give
notice to AGL of any notice of cancellation or change of coverage.
Associated Agency assigns any proceeds received from the fidelity bond company
to AGL to the extent of AGL's loss due to activities covered by the bond. If
there is any deficiency, Associated Agency will promptly pay AGL that amount
on demand. Associated Agency indemnifies and holds harmless AGL from any
deficiency and from the cost of collection.
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(11) LIMITATIONS OF AUTHORITY
The Contract forms are the sole property of AGL. No person other than AGL has
the authority to make, alter or discharge any policy, Contract, certificate,
supplemental contract or form issued by AGL. No party has the right to waive
any provision with respect to any Contract or policy; give or offer to give,
on behalf of AGL, any tax or legal advice related to the purchase of a
Contract or policy; or make any settlement of any claim or bind AGL or any of
its affiliates in any way. No person has the authority to enter into any
proceeding in a court of law or before a regulatory agency in the name of or
on behalf of AGL.
(12) ARBITRATION
The parties agree that any controversy between or among them arising out of
their business or pursuant to this Agreement that cannot be settled by
agreement shall be taken to arbitration as set forth herein. Such arbitration
will be conducted according to the securities arbitration rules then in
effect, of the American Arbitration Association, NASD, or any registered
national securities exchange. Arbitration may be initiated by serving or
mailing a written notice. The notice must specify which rules will apply to
the arbitration. This specification will be binding on all parties.
The arbitrators shall render a written opinion, specifying the factual and
legal bases for the award, with a view to effecting the intent of this
Agreement. The written opinion shall be signed by a majority of the
arbitrators. In rendering the written opinion, the arbitrators shall determine
the rights and obligations of the parties according the substantive and
procedural laws of the State of Texas. Accordingly, the written opinion of the
arbitrators will be determined by the rule of law and not by equity. The
decision of the majority of the arbitrators shall be final and binding on the
parties and shall be enforced by the courts in Texas.
(13) GENERAL PROVISIONS
(A) Waiver
Failure of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under
this Agreement will not be deemed to constitute a waiver of the
right to enforce strict compliance.
(B) Independent Contractors
Selling Group Member and Associated Agency are independent
contractors and not employees or subsidiaries of AGL. AGSI is a
wholly - owned subsidiary of AGL. Selling Group Member and
Associated Agency are not employees or subsidiaries of
Distributor.
(C) Independent Assignment
No assignment of this Agreement or of commissions or other
payments under this Agreement shall be valid without prior written
consent of AGL and Distributor.
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(D) Notice
Any notice pursuant to this Agreement may be given electronically
(other than vocally by telephone) or by mail, postage paid,
transmitted to the last address communicated by the receiving
party to the other parties to this Agreement.
(E) Severability
To the extent this Agreement may be in conflict with any
applicable law or regulation, this Agreement shall be construed in
a manner consistent with such law or regulation. The invalidity or
illegality of any provisions of this Agreement shall not be deemed
to affect the validity or legality of any other provision of this
Agreement.
(F) Amendment
This Agreement may be amended only in writing and signed by all
parties. No amendment will impair the right to receive commissions
as accrued with respect to Contracts issued and applications
procured prior to the amendment.
(G) Termination
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated, for cause, by any party
immediately. Termination of this Agreement shall not impair the
right to receive commissions accrued with respect to applications
procured prior to the termination except as otherwise specifically
provided in Schedule B.
(H) TEXAS LAW
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS.
(I) This Agreement replaces and supersedes any other agreement or
understanding related to the Contracts, between or among the
parties to this Agreement.
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date: ____________________
Selling Group Member: __________________________________________________
(broker-dealer)
Address: __________________________________________________
__________________________________________________
Signature: __________________________________________________
Name & Title: __________________________________________________
Associated Agency: __________________________________________________
(primary insurance agency affiliation)
Address: __________________________________________________
__________________________________________________
Signature: __________________________________________________
Name & Title: __________________________________________________
American General Securities Incorporated
2727 Allen Parkway
Houston, Texas 77019
Signature: __________________________________________________
Name & Title: __________________________________________________
American General Life Insurance Company
2727-A Allen Parkway
Houston Texas 77019
Signed By: __________________________________________________
Name & Title __________________________________________________
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Schedule A
AMERICAN GENERAL LIFE INSURANCE COMPANY
CONTRACTS COVERED BY THIS AGREEMENT
Policy Registration Forms Separate
Contract Name Form Nos. And Numbers Account
------------- --------- ------------------ --------
Flexible Payment Variable
Life Insurance Policies:
Platinum Investor I 97600 Form S-6 VL-R
Platinum Investor II 97610 Nos. 811-08561
333-42567