Transamerica Life Companies
Insurance Products Sales Agreement
This Agreement is made by and between the Transamerica Life Company ("Insurance
Company") which has executed this Agreement as indicated on the signature page,
and Transamerica Securities Sales Corporation ("Underwriter") (collectively,
with the Insurance Company, "Transamerica") and
______________________________________________, a registered broker-dealer
("Broker"). This Agreement is effective, with regard to each Insurance Company,
as of the date specified with the signature executing this Agreement by that
Insurance Company.
WHEREAS, the Insurance Company is in the business of issuing variable
insurance products to the public;
WHEREAS, Underwriter, an affiliate of the Insurance Company, is
registered as a broker-dealer under the Securities Exchange Act of 1934, is a
member of the NASD and acts as principal underwriter for certain variable
insurance products issued by the Insurance Company;
WHEREAS, Transamerica wishes to appoint Broker to solicit applications
for certain variable insurance products issued by the Insurance Company;
WHEREAS, Broker wishes to accept such appointment;
NOW THEREFORE, in consideration of these premises and mutual agreements, wherein
it is agreed as follows:
Section 1. Appointment of Broker and Sale of Contracts.
1.1 Subject to the terms and conditions of this Agreement,
Transamerica appoints Broker to solicit applications for and
to service the variable insurance products identified in the
Attachment(s) (the "Contracts"), and Broker accepts such
appointment. Broker is appointed, on a nonexclusive basis, as
an independent contractor free to exercise its own judgment as
to the time, place and means of performing all acts
thereunder.
1.2 Broker shall distribute the Contracts only in those
jurisdictions in which the Contracts are registered or
qualified for sale, as specified by Transamerica, and only
through their duly licensed registered representatives (in
accordance with the rules of the NASD) who are also of good
character and fully insurance licensed and qualified in the
applicable jurisdictions and duly appointed to solicit
applications for the Contract (in accordance with the
insurance law of such jurisdictions) with the Insurance
Company. The Insurance Company may, in its sole discretion,
reject for appointment any agent and may withdraw its
authority to any agent to solicit applications.
1.3 Broker shall abide by all Transamerica policies, applicable
laws, rules and regulations, including, without limitation,
the rules of the NASD, insurance law and state and federal
securities and banking law, and including, without limitation,
the maintenance of licenses and books and records required by
applicable laws and regulations.
1.4 Broker shall supervise and train its registered
representatives and other associated persons to ensure
compliance with all Transamerica policies, applicable laws and
shall be responsible for the acts of its registered
representatives and associated persons in soliciting
applications for and servicing Contracts.
1.5 All payments collected by Broker for the Insurance Company
shall be received in trust and shall be remitted immediately,
together with all the required documentation, to Transamerica
at the address indicated on the application or by
Transamerica. All checks and money orders for payments under
contracts shall be drawn to the order of the appropriate
Insurance Company. The Broker shall not withhold or deduct any
part of any payment to Transamerica for any reason unless
specifically authorized to do so in writing by Transamerica.
If authorized by Transamerica to "net commissions" by
deducting part of a payment under a Contract, Broker shall
comply with all applicable Transamerica policies and
procedures and with all applicable laws and regulations,
including, if applicable, obtaining the customer's written
consent to deduct the appropriate commission from a payment.
Transamerica may terminate its authorization to "net
commissions" at any time; thereafter, the Broker must remit
the full payment amounts.
1.6 All applications are subject to acceptance or rejection by the
Insurance Company in it sole discretion. The Insurance Company
may at any time, at its sole discretion, discontinue issuing
the Contracts or change the form or content of the Contracts
to be issued.
1.7 In soliciting applications for Contracts, Broker may not
accept any risks of any kind for or on behalf of Transamerica
and may not bind Transamerica by promise or agreement or alter
any Contract in any way.
Section 2. Prospectus, Advertisements, Sales Literature and Other
Communications.
2.1 Transamerica shall use reasonable efforts to provide
information and marketing assistance to Broker, including
providing, without charge, reasonable quantities of
advertising materials, sales literature, reports and current
prospectuses for the Contracts and underlying funding
vehicles.
2.2 In making offers of the Contracts, Broker shall deliver the
applicable currently effective prospectuses, as required by
law.
2.3 Broker and its agents/representatives shall not misrepresent
the Contracts and shall make no oral or written representation
which is inconsistent with the terms of the Contracts,
prospectuses or sales literature or is misleading in any way.
2.4 Transamerica shall deliver to Broker, and Broker shall use,
only sales literature and advertising material which conforms
to all applicable legal requirements and which has been
authorized by Transamerica.
2.5 Broker shall not print, publish, distribute or use any
advertisement, sales literature or other written materials
related to the Contracts, other than materials provided by
Transamerica hereunder, unless such has first been approved in
writing by Transamerica.
Section 3. Compensation.
3.1 In consideration of the services performed as specified in
this Agreement, Broker shall receive compensation as specified
in the Attachment(s). In any states in which Broker may not
receive compensation pursuant to state insurance law, the
insurance agency(ies) with which it has associated itself, and
which is (are) identified on the signature page, shall be paid
the compensation.
Section 4. Representation and Warranties and Compliance by Broker.
4.1 Broker represents, warrants and covenants that:
a. It is, and shall remain during the term of this Agreement, a
properly licensed and registered broker-dealer under
applicable state and federal securities law, a member of SIPC
and a member in good standing of the NASD.
b. It shall solicit applications for Contracts only through
properly licensed insurance agents ("Insurance Agent"), duly
appointed by the appropriate Insurance Company. For purposes
of this Agreement, all acts and omissions of the Insurance
Agent within the scope of this Agreement shall be deemed to be
acts or omissions of Broker.
c. It is in compliance, and shall remain in compliance, with all
applicable laws, rules and regulations, including, without
limitation, those of the NASD and state and federal
securities, banking and insurance laws.
d. It has taken and shall continue to take the actions
appropriate to supervise its representatives and other
associated persons to ensure compliance with all applicable
laws and regulations.
e. It shall comply, and shall cause Insurance Agent to comply,
with any applicable Transamerica policies and procedures,
including, without limitation, those regarding replacements of
Contracts, as amended from time to time, as communicated to
Broker.
f. It shall not solicit or sell any Contracts in connection
with any "market timing" or "asset allocation" program or
service, and if Transamerica determines in its sole discretion
that Broker is soliciting or has solicited Contracts subject
to any such program, Transamerica may take such action it
deems necessary to halt such solicitations or sales, and in
addition to any indemnification provided in Section 5 of this
Agreement and any other liability that Broker may have, Broker
shall be liable to Transamerica and each underlying funding
vehicle affected by any such program, for any damages or
losses, actual or consequential, sustained by them as a
result of such program.
Section 5. Indemnification.
5.1 Broker shall indemnify and hold harmless Transamerica, and
each employee, director, officer and shareholder of
Transamerica, against any losses, claims, damages or
liabilities, including but not limited to reasonable attorney
fees and court costs, to which Transamerica or any employee,
officer, director or shareholder may be subject, which arise
out of or are based on any violation of the terms of this
Agreement, any Transamerica policies or procedures or any
applicable law by Broker, its representatives, the Insurance
Agent, its agents and any employee, officer, director,
shareholder, principal, partner and affiliate of the Broker or
Insurance Agent. In the event Transamerica suffers a loss
resulting from Broker-Dealer activities, Broker-Dealer hereby
assigns any proceeds received under its fidelity bond to
Transamerica to the extent of such losses. If there is any
deficiency amount, whether due to a deductible or otherwise,
Broker-Dealer shall promptly pay Transamerica such amount on
demand and Broker-Dealer shall indemnify and hold harmless
Transamerica from any such deficiency and from the costs of
collection thereof (including reasonable attorney fees).
5.2 Transamerica shall indemnify and hold harmless Broker and each
employee, officer, director or shareholder of Broker, against
any losses, claims, damages or liabilities, including but not
limited to reasonable attorney fees and court costs, to which
Broker or any employee, officer, director or shareholder
becomes subject which arises out of or is based on any
violation of the terms of this Agreement or any applicable law
by Transamerica and any employee or officer.
Section 6. Miscellaneous.
6.1 Trademarks. The provision of Contracts and prospectuses and
sales literature for the Contracts and underlying funding
vehicles to the Broker shall not provide the Broker with any
license to use any tradenames, trademarks, service marks or
logos or proprietary information of Transamerica or any
underlying funding vehicle or any affiliates thereof, except
to the extent necessary for Broker to distribute the Contracts
in accordance with the terms hereof.
6.2 Confidentiality. Each party shall keep confidential any
confidential information it may acquire as a result of this
Agreement.
6.3 Complaints and Proceedings. Broker shall promptly report to
Transamerica any customer or regulatory complaints or
inquiries involving the Contracts and shall fully cooperate
with Transamerica in any regulatory investigation or
proceeding or judicial proceeding and in the settlement of any
claim relating to the solicitation or sale of the Contracts
under this Agreement.
6.4 Records and Files. Any files, documents, lists, training and
solicitation material and other records and information, in
whatever form they may be, at any time in the possession of or
under the control of Broker or Insurance Agent, which pertain
to the Contracts contract owners or applicants or otherwise to
the business of this Agreement, shall at reasonable times and
upon reasonable notice be open to inspection by Transamerica
or its authorized representatives, who may, at reasonable
times and upon reasonable notice, make copies of any of the
same.
6.5 Communications. All communications should be sent to the
parties at the addresses indicated on the signature page of
this Agreement.
6.6 Agreement. (a) This Agreement includes any Attachment(s)
hereto and constitutes the entire agreement between the
parties with respect to the subject matter hereto, and
supersedes all prior oral or written understandings or
agreements, and no prior writings between the parties shall be
used to interpret this Agreement.
(b) If a Sales Agreement existed between the
parties before the effective date of this Agreement, that
Agreement shall terminate as of the effective date of this
Agreement.
6.7 Amendment. Transamerica reserves the right to amend this
Agreement, including by amending any Attachment and by adding
or deleting Attachments, at any time without prior notice.
Broker submission of an application for a Contract subsequent
to notice of such an amendment shall be construed as consent
by Broker to such amendment.
6.8 The Contracts. The Insurance Company may modify, change or
discontinue the offering of any form of the Contracts at any
time.
6.9 Nonwaiver. Forbearance by Transamerica to enforce any rights
in this Agreement shall not be construed as a waiver of the
conditions of this Agreement and no waiverof any provision in
this Agreement shall be deemed to be a waiver of any other
provision.
6.10 Severability. This is a severable Agreement. In the event that
any provision would require action prohibited by law or would
prohibit action required by law, then such provision shall be
enforceable to the extent permitted by law and all other
provisions shall remain valid and enforceable.
6.11 Termination. This Agreement may be terminated by any party
with or without cause upon giving written notice to the other
parties. Sections 5.1, 5.2, and 6 and any applicable
provisions contained in the Attachment(s) shall survive the
termination of this Agreement.
6.12 Assignment. This Agreement may not be assigned without the written
consent of all parties.
6.13 Counterparts. This Agreement may be executed in two or more
counterparts, which when taken together shall constitute one
and the same instrument.
6.14 Governing Law. This Agreement shall be construed in accordance
with the laws of the state of domicile of the contracting
Insurance Company without giving effect to principles of
conflict of laws. For Transamerica Occidental Life Insurance
Company that state is California; for Transamerica Life
Insurance and Annuity Company that state is North Carolina;
and for Transamerica Life Insurance Company of New York that
state is New York
6.15 If this document is used to evidence Agreements with more than
one Insurance Company, its terms shall apply separately and
independently with regard to each contracting Insurance
Company and no Insurance Company shall be liable for
obligations or products of another.
This Agreement is effective as of ___________________, 199____, and is made
between the parties signing below:
Transamerica Occidental Life Transamerica Life Insurance
Insurance Company Company of New York
1150 South Olive Street 100 Manhattanville Road
Los Angeles, CA 90015 Purchase, NY 10577
Signature:_________________________ Signature:_________________________
Name:___________________________ Name:___________________________
Title:_____________________________ Title:_____________________________
Transamerica Life Insurance Transamerica Securities Sales
and Annuity Company Corporation
401 North Tryon Street 1150 South Olive Street
Charlotte, North Carolina 28202 Los Angeles, CA 90015
Signature:______________________________ Signature:____________
Name:__________________________________ Name:_________________
Title:___________________________________ Title:________________
Broker-Dealer:_________________________
Address:______________________________
==============================
Phone:_______________________________
Signature:_____________________________
Name:_______________________________
Title:________________________________
If Broker may not receive compensation due to state insurance laws, please
indicated the insurance agency(ies) to receive compensation.
For compensation payable in the state of ____________, please pay:
Insurance agency:__________________
Address: _______________________________
===============================
To the attention of:_________________
phone number:____________________
For compensation payable in the state of ____________, please pay:
Insurance agency:__________________
Address: _______________________________
===============================
To the attention of:_________________
phone number:____________________
A-33
Attachment #1
Dreyfus/Transamerica Triple Advantage Variable Annuity
issued by Transamerica Occidental Life Insurance Company
A. Contracts. Broker is authorized to sell Dreyfus/Transamerica Triple
Advantage Variable Annuity Contracts and Policies (the "Contracts") issued by
Transamerica Occidental Life Insurance Company.
NOTE: Only one Insurance Company may be identified for each Attachment.]
B. Compensation. In consideration of the sales of each Contract, Transamerica
shall pay Broker, or such insurance agency specified by Broker, the compensation
described in one of the attached Options. Broker shall choose the Option to be
applicable to each Contract when or before the initial Purchase Payment or
Premium ("Purchase Payment") under the Contract is received by Transamerica, by
sending to Transamerica a notice such as the attached example or such other
notice acceptable to Transamerica. Without prior notice, Transamerica may change
the amount of compensation payable pursuant to this Attachment #1 and this new
compensation will be applicable prospectively on new Contracts and on new
premiums received under then currently issued Contracts.
C. Chargebacks.
(1) Rejection of Application and Exercise of Free Look.
In the event that a Purchase Payment is returned because the Insurance
Company rejects the application for such Contract or because the
Premium or the application for the Contract is not timely received by
Transamerica, or a refund is made because a purchaser exercises his
free-look right under the Contract, then upon written request from
Transamerica, Broker (or specified insurance agency) shall promptly
repay any and all compensation received based on all Purchase Payments
paid into the Contract and shall pay any loss incurred as a result of a
Purchase Payment being returned which was not timely received or for
which an application was not timely received by Transamerica.
(2) Annuitization.
In the instance of the annuitization of a Contract within the first six
months of receipt of Purchase Payment(s), Transamerica shall pay the
commission due on the annuitization of the Contract and Transamerica
shall chargeback to the Broker (or specified insurance agency), or ask
that Broker repay Transamerica, as Transamerica may determine in it
discretion, the difference between the commission paid on annuitization
and the commission paid upon receipt of the Purchase Payment(s) to the
Contract.
D. Right of Set Off. With respect to commissions, compensation or any other
amounts owed Broker (or insurance agency specified by it) by Transamerica,
Transamerica shall have a right of set off against such amounts any monies owed
Transamerica by Broker (or specified insurance agency) to the extent permitted
by applicable law. This right if set off by Transamerica does not modify
Broker's obligation to promptly pay E.ansamerNetting Commissionsd.
__________ If space is initialed at left by authorized Transamerica
personnel, Broker is authorized to "net commissions" pursuant
to Section 1.5 of the Sales Agreement, with regard to the
Contracts covered by this Attachment only.
This Attachment #1 is made part of Sales Agreement with ______________________
("Broker") effective
_____the effective date of the Sales Agreement or
_____ ___________, 199____. [Check one.]
EXAMPLE OF FORM TO CHOOSE COMPENSATION OPTIONS FOR EACH CONTRACT