Security Benefit Advisory Platform User Agreement
THIS AGREEMENT is made and entered into as of the date set forth above (the “Effective Date”) by and among you (“you” and “your”), Security Distributors, LLC (“Security Distributors”), and Security Benefit Life Insurance Company (“Security Benefit”), both of One Security Benefit Place, Topeka, Kansas 66636-0001. This Agreement relates to your use of Security Benefit’s Advisory Platform (including all of the underlying software, the “Advisory Platform”) to make transfers among investment options, to make changes in allocation of account value, and/or to deduct fees from Accounts (defined below) (collectively, “Advisory Activities”) on behalf of your clients who have purchased variable annuity contracts distributed by Security Distributors, and/or retirement plan products made available by Security Distributors, that are available for Advisory Activities on the Advisory Platform (individually an “Account” and collectively the “Accounts”).
You represent that you are acting as the registered representative and/or investment adviser representative with regard to one or more Accounts and are authorized by your broker/dealer and/or investment adviser, respectively, to accept these terms and conditions.
You agree to use the Advisory Platform in accordance with the following terms and conditions:
1. Advisory Activities
You agree that you will make transfers between investment options and changes in allocation of account value under an Account only in compliance with your client’s instructions and any limitations, including limits on the number, timing, or amount of such transfers, as may be disclosed in the relevant variable annuity or mutual fund prospectus or implemented from time to time by Security Distributors or the investment manager(s) of the investment options underlying such Accounts. You agree that you will deduct fees from an Account only in compliance with your client’s instructions and any limitations memorialized in a written advisory fee contract between you and your client.
2. Authority
You hereby represent and warrant that you are authorized to conduct Advisory Activities with respect to your clients’ Accounts pursuant to an Investment Adviser Authorization Form executed and submitted by your client, and you will conduct Advisory Activities with respect to your client’s Account only for so long as such Investment Adviser Authorization Form is in effect and has not been terminated by your client. You agree that you will use Security Distributors’ Investment Adviser Authorization Form or other form acceptable to Security Distributors and acknowledge that Security Distributors will not act upon your instructions with respect to an Account until a properly completed Investment Adviser Authorization Form or other acceptable form has been submitted with respect to an Account. You agree that you will only engage and use the Advisory Platform for Account types (i.e., variable annuity, mutual fund) that you are authorized to offer and/or service.
3. Electronic/Internet Transfers
You agree to submit requests for transfers, including those that affect more than one Account, i.e., group modeling, group transfers, block trades and group rebalancing, only through the Advisory Platform for Accounts that are available for trading through the Advisory Platform. You shall use the Advisory Platform, provided that you have access and the site is available at the time the trade is placed. Should the Advisory Platform be unavailable, Security Distributors will seek to provide you with an alternative method to place the trade(s) for the time the Advisory Platform is out of operation; however, Security Distributors does not guarantee that the Advisory Platform will be available and you may have to submit such transfer requests in writing.
4. Transfer Cut-Off Time
You acknowledge that for transfers to be processed on the current business day, you must submit requests for transfers between investment options via the Advisory Platform prior to the cut-off time disclosed in the relevant prospectus on that business day. For most Accounts the cut-off time is the announced closing of the New York Stock Exchange; however, some Accounts or investment options are subject to an earlier cut-off time. Please consult the relevant variable annuity or mutual fund prospectus for more information on cut-off times. You acknowledge that transfer requests received at or after the cut-off time will be processed on the following business day.1
5. Reserved Rights
You acknowledge that the Accounts are intended to be long-term investments and that the mutual funds underlying the retirement plan products reserve the right to reject any purchase order and the insurers issuing the variable annuity contracts reserve the right to reject any application for a variable annuity contract.
6. License Grant; Restrictions
Subject to the terms of this Agreement, Security Benefit grants you a nonexclusive license to use the Advisory Platform to conduct Advisory Activities on behalf of your clients. You understand that the Advisory Platform is a proprietary product of Security Benefit that contains trade secrets and is protected by copyright law. Security Benefit shall have sole and exclusive ownership of all right, title, and interest in and to the Advisory Platform and underlying and related software and documentation, all copies thereof, and all modifications and enhancements thereto (including ownership of all copyrights and other intellectual property rights pertaining thereto), subject only to the limited right and license expressly granted to you herein to use the Advisory Platform to conduct Advisory Activities for clients. This Agreement does not provide you with title or ownership of the Advisory Platform.
You may not copy, modify, or distribute the Advisory Platform (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof. You shall ensure that the Advisory Platform is not translated, examined, reverse engineered or decompiled or disassembled in any manner or for any reason, including but not limited to determining the mechanisms, algorithms, processes or characteristics of the Advisory Platform. You shall further ensure that no person with access to the Advisory Platform otherwise attempts to obtain or derive the object or source code of the Advisory Platform or create any derivative works based on the Advisory Platform or any Advisory Platform product or other work based on the mechanism, algorithms, processes or characteristics of the Advisory Platform. You further agree that you will not cause or permit the use of the Advisory Platform and related documentation, or the ideas or concepts contained therein, as the basis of the development of any computer products. This paragraph shall remain operative and in full force and effect regardless of the termination of this Agreement, and shall survive any such termination.
7. Waiver, Modification and Termination; Assignment; Governing Law; Captions
Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof. Such waiver must be in writing and must be executed by an officer of such party. A waiver on one occasion shall not be deemed to be a waiver of the same or any other term or condition on a future occasion. Either party may terminate this Agreement by written notice to the other party. Such termination shall be effective upon the non-terminating party’s receipt of such written notice. Upon termination of this Agreement, you shall not be permitted to conduct Advisory Activities on behalf of your clients through the Advisory Platform.
This Agreement shall not be assigned by any of the parties hereto without the prior written approval of the other parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflicts of law doctrine. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
This Agreement constitutes the whole agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written understandings, agreements or negotiations between the parties with respect to such subject matter.
1A business day is each day on which the Account’s accumulation units or shares are valued, which currently includes each day that the New York Stock Exchange is open for trading.