Registered Representative Agreement: Definition, Example

Registered Representative's Agreement
This Registered Representative's Agreement (Agreement) is between Thrivent Investment Management Inc. (the Company), 222 West College Avenue, Appleton, WI 54919-0007, and _________________ (Representative), Social Security Number _______________ , jointly referred to as the "parties."

Recitals

1. The Company is a broker-dealer, registered with the United States Securities and Exchange Commission (SEC), is a member of the National Association of Securities Dealers, Inc. (NASD) and is licensed to do business as a broker-dealer in all states.
   
   
2. The Company is a distributor for The AAL Mutual Funds, LB Family of Funds, the AAL Variable Annuity, the AAL Variable Universal Life, former LB Variable Annuity, LB Variable Universal Life and LB Variable Insurance Products Company Variable Products, and may, in the future, offer additional products. Hereinafter, all approved products are referred to as “securities.”
   
   
3. All securities distributed by the Company are registered, as required, with the SEC and any states in which the securities are authorized for sale.
   
   
4. Representative is contracted with Thrivent Financial for Lutherans, Appleton, Wisconsin, pursuant to an agreement and is licensed to sell Thrivent Financial for Lutherans insurance and annuity products.
   
   
5. Representative wishes to be licensed as an associated person with the Company to offer and sell the securities which may be offered through the Company and the Company wishes to have Representative offer and sell such securities pursuant to the terms of this
   
   Agreement.
   
   
6. Representative has passed the NASD Series 6 or 7 examination and the Series 63 if required. The Representative will also be properly licensed with all states in which the Representative will offer the securities. Agreement
   
   

1. Licensing
   
   
   1. Representative agrees to cooperate with the Company and all regulators to maintain securities licenses with the NASD and all states in which the Representative will offer or sell securities. Representative agrees to offer or sell securities only when the Representative is properly licensed with the NASD, licensed with the state in which the offer or sale is made and only if the securities are registered for sale in that state. Representative agrees not to offer or sell securities in any state(s) unless the Representative: (1) has an effective Registered Representative’s Agreement with the Company and (2) has been notified in writing by the Company of the effectiveness of the Representative’s securities license(s) in the state(s) in which offers and sales will be made.
      
      
   2. Representative agrees not to be licensed with any other broker-dealer while the Representative is licensed with the Company.
      
      
   3. Representative agrees to pay all costs of licensing and registration with the NASD and any states or other regulatory authorities. Costs include: initial licensing fees, administration fees, examination fees, study courses, study materials, continuing education, subsequent renewals, termination fees and any state or local taxes. Representative consents to the payment of renewal fees through deductions from commissions payable by the Company or through the Thrivent Financial for Lutherans payroll deduction system.
      
      
   4. Representative will notify the Company within 30 days of any changes or amendments to the information contained in the Representative’s NASD Form U-4 by filing an amended Form U-4. The Representative will use this amended U-4 procedure to give notice to the Company of change of home or branch office address, and/or compensation or employment from outside business activities, and/or criminal convictions or charges, and certain financial proceedings, such as bankruptcies and unsatisfied judgments or liens.
      
      
   5. Representative will comply with NASD or state branch office requirements, including the payment of necessary fees, when applicable.
      
      
   6. Representative agrees to comply with all continuing education requirements.
      
      
   7. Representative authorizes, to the extent permitted by law, the Company and/or Thrivent Financial for Lutherans to at anytime investigate the Representative’s financial and credit record through any consumer reporting agency or bureau of the Company’s choice, and further to make an investigation of the Representative’s personal history including character, general reputation and record of law enforcement activity, if any.
      
      

2. Sales Region
   
   Representative will conduct securities sales activities in accordance with such policies established by the Company and Thrivent Financial for Lutherans as it pertains to the sales region or district in which the Representative conducts Thrivent Financial for Lutherans insurance sales activities.
   
   
3. Sales Activities
   
   
   1. Representative agrees to sell only securities products authorized for sale by the Company under this Agreement and will not offer or sell other securities or other products that may be construed as securities.
      
      
   2. Representative agrees to make only representations concerning the securities with the then current prospectus and sales literature approved for use by the Company. Representative agrees to offer or sell the securities only in compliance with applicable federal and state securities and insurance laws. The Representative will furnish each person to whom any such sale or offer is made a copy of the then current prospectus, as it may be amended or supplemented. Representative agrees not to furnish to any person any information related to the securities offered through the Company which is inconsistent in any respect with the information contained in a current prospectus. The Representative will not use any sales literature or cause any advertisement to be published in any newspaper, posted in any public place or distributed in any way without the prior consent of the Company.
      
      
   3. All securities sales are subject to acceptance in writing by a designated principal of the Company. The Company reserves the right to reject any amounts, applications, orders or payments remitted by Representative and refund to any customers any payments made by them.
      
      
4. Rules and Procedures
   
   
   1. Representative shall perform all securities activities through the Company and in the name of the Company. Representative shall act in accordance with the rules and regulations of the SEC, the NASD, applicable state securities and insurance laws and any rules, regulations and procedures established by the Company pursuant to those requirements. Representative is required to be familiar with and understand the securities laws and regulations of the state(s) in which the Representative offers or sells securities. This responsibility is in addition to any requirement to pass any NASD or state securities examination.
      
      
   2. Representative must be familiar with and follow all of the procedures of the Company, which have been developed to comply with the SEC, NASD and applicable state securities laws. Specifically, but not limited to the following, Representative agrees to:
      
      
      1. Transmit to the Company, or its designated fiduciary, within 24 hours of receipt, all monies, orders, applications and instructions received from all sales and all customers.
      2. Never under any circumstances accept cash or securities from a customer. The Representative will never commingle any checks or funds received from customers with any other monies and will not deposit customer funds in personal, business or trust bank accounts of the Representative.
      3. Advise the Company of any securities trading account over which the Representative has discretionary trading authority or in which the Representative has a financial interest. Representative will notify the Company’s Compliance Department of any existing securities accounts at the time of the execution of this Agreement, and at the time of the opening of any new account thereafter. Representative will provide the account number, name and address of the broker and information as to the type of account. Representative shall request the broker to notify the Company directly as to any such accounts and to provide the Company with duplicate confirmations of all trades upon the Company’s request.
      4. Keep all necessary records, for the necessary period of time, as may be required by the Company, the NASD or other regulatory body. All such records are considered to be the property of the Company and shall be surrendered to the Company upon termination of this Agreement. Failure to maintain or deliver records is a violation which may result in disciplinary action.
      5. Adhere to all regulatory requirements with respect to the use of stationery, business cards, telephone numbers, business addresses, advertising and sales literature and correspondence to shareholders.
      6. Read, understand and comply with the specific Compliance rules and procedures set forth in the Registered Representative Desktop Answer Book and any other procedural manuals maintained by the Company.
      7. Maintain the following files and records on a current basis:
         
         
         • A Registered Representative File containing this Agreement, an NASD Form U-4, NASD Status Reports confirming licensing status, correspondence between the Company and the Representative and any other documents relating to Representative status as an associated person of the Company.
         • A Complaint File containing any written or oral complaints received from clients in connection with the solicitation of a purchase or sale of authorized securities products of the Company. Representative understands any written or oral complaints must be immediately forwarded to the Compliance Department of the Company and to the direct supervisor.
         • A Daily Blotter File containing a chronological list of all securities transactions.
         • A separate Customer File for each customer, Mutual Fund, Variable Annuity, and Variable Universal Life containing, as a minimum, copies of the new account information form, application, confirmations or customer’s statements and other matters relating to the customer to assist Representative in determining suitability of customer transactions. Some documents may be stored to computer disk pursuant to company policy.
         • A Correspondence File with copies of all correspondence and the name and address and date of each person receiving such correspondence. Representative understands that only correspondence which has been approved by a principal of the Company may be used.
         • An Advertising and Sales Literature File containing copies of any of the Company’s pre-approved sales literature or advertising material used by the Representative and the name and address and date of each person to whom such material is sent. Representative understands not to use any sales literature, advertising materials or correspondence except sales literature, advertising and correspondence pre-approved and furnished by the Company.
         • A Commission Statement File containing chronological statements of commissions paid to the Representative by the Company and must include the most recent 12b-1 quarterly commission statement showing all customers assigned to the Representative.
         • A Compliance Procedures and Memos File containing written compliance memoranda and related procedures.
           
           
5. Commissions
   
   
   1. The Company will compensate Representative in accordance with the current Company Schedule of Commissions which is in effect at the time of this Agreement, or as thereafter amended. The Company may, at its option, and with prior notice, change the Schedule of Commissions as it applies to the business sold by Representative after such change. Representative waives any right to receive commissions until such time as the company receives the commission from the securities transaction. Commissions and other fees shall be paid at the times set forth in the Schedule of Commissions.
      
      
   2. In the event of the termination of Representative’s association with the Company, commissions will be paid for business received in good form through the date of termination.
      
      
   3. The Company shall have the right to deduct any monies owed to the Company from the Representative. Such amounts will be deducted from the Representative’s commissions or other fees until such amounts due to the Company are fully paid.
      
      
   4. In the event of a loss to a shareholder which is due to an error or delay attributable to Representative, such loss will be borne by Representative and may be collected directly from the Representative, or be offset against future commissions or other fees. If Representative has no commissions or other fees, the Representative will reimburse the Company directly and within 30 days of a request for payment.
      
      
   5. If Representative violates this Agreement, the Company may retain, to the extent it deems necessary, any commissions or fees Representative otherwise would be entitled to receive.
      
      
   6. If Representative fails to surrender the records referred to in Section 4.b.iv. immediately following request by the Company or its authorized representative, the Representative shall not receive any commissions or other fees and other payments which are, or may be, due to the Representative until such records have been delivered.
      
      
   7. The Company is authorized to make decisions relative to commissions or other fees or any other credits and debits to Representative’s account as it believes consistent with the terms of this contract provided that a Representative aggrieved by such a decision can submit any dispute to arbitration.
      
      
   8. Representative consents to the payment of continuing education fees, marketing materials ordered by Representative, and any other expenses through deduction from commissions or other fees.
      
      
6. Independent Contractor
   
   Representative represents to be an independent contractor with respect to the relationship with the Company, and this Agreement shall not be construed to create the relationship of employee and employer between Representative and the Company. Representative shall pay the expenses in connection with all securities sales activities. The Company shall not be liable for any financial obligations incurred by Representative in the conduct of securities sales activities. The Representative’s contract and relationship with the Company are unique and separate from any agreement the Company may have with any other person. The Representative’s rights and obligations with respect to the Company are entirely dependent upon this Agreement and this Agreement supersedes any and all prior Agreements between the parties.
   
   
7. Indemnification
   
   Representative shall indemnify and hold the Company harmless from any and all expenses, costs, causes of action or damages resulting from any violation of the terms of this Agreement including any unauthorized acts or securities transactions by Representative.
   
   
8. No Assignment
   
   This Agreement is personal to Representative, and neither this Agreement nor any of the benefits to accrue hereunder shall be assigned or transferred in any manner, in whole or in part, without the written consent of the Company.
   
   
9. Amendments
   
   No verbal statement made by any party, or any Representative of a party, shall affect or change this Agreement in any respect. Any modification or amendment to this Agreement, except as to changes in commissions in accordance with Section 5.a., must be made in writing and signed by the parties before it shall become effective. Any change in commissions will be determined by the Company, as set forth in Section 5.a. of this Agreement, with prior notice of such changes given to the Representative.
   
   
10. Notices
    
    All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed duly given if delivered personally or sent by first-class mail (notice sent by mail shall be deemed to be given on the date mailed) to the business address of the Company. All notices to the Representative shall be considered made if personally delivered, or if sent to the last designated home address of the Representative shown on the Company’s records by first-class mail or through the Thrivent Financial for Lutherans internal distribution system. Representative is responsible for maintaining records regarding the current home address and branch office address (where applicable) by written notification to the Company.
    
    
11. Wisconsin Law
    
    This Agreement shall be interpreted under and in accordance with laws of the State of Wisconsin.
    
    
12. Arbitration
    
    Any dispute between Representative and the Company must be arbitrated and will be subject to the provisions of the NASD Code of Arbitration Procedure.
    
    
13. Termination of Agreement
    
    This Agreement shall be continuous, but may be terminated by either party, with or without cause, by giving written notice to the other party. Representative will be furnished a copy of NASD Form U-5 (Uniform Termination Notice) after termination, which should be retained by Representative and must be provided to any broker-dealer with whom the Representative subsequently becomes affiliated.
    
    
14. Effective Date
    
    The effective date of this Agreement shall be the date on which it is signed by an authorized agent of the Company.
    
    
15. Severability
    
    If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this Agreement will remain in full force and effect and shall in no way be affected, impaired or invalidated.
    Executed on the dates hereinafter set forth.

Registered Representative

Signature                             Date

Print Name

Thrivent Investment Management Inc.

By
Signature                             Date

50059              6/02

Reference:
Security Exchange Commission - Edgar Database, EX-99 3 ex-ci.htm DIST AGREEMENT WITH REGISTERED REPS, Viewed March 31, 2023, View Source on SEC.