Exhibit (c)
AGREEMENT
THIS AGREEMENT entered into this 13th day of February, 1984, by and
between The Northwestern Mutual Life Insurance Company, a mutual life insurance
company organized under the laws of the State of Wisconsin, having its principal
office at 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx (the "Company") and NML
Equity Services, Inc., a Wisconsin corporation, having its principal office at
000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx (the "Broker").
WHEREAS, the Company is engaged in the issuance of life insurance
policies and annuity contracts, including variable annuity contracts, pursuant
to insurance laws in the District of Columbia and in all states of the United
States through its licensed life insurance agents (including General Agents,
District Agents, Field Directors, Special Agents, Soliciting Agents and Emeritus
Agents) and desires to issue and sell variable life insurance policies (the
"Policies") through all or some of the same persons; and
WHEREAS the Policies may be deemed to be securities under the
Securities Act of 1933, and the sale of such securities may be deemed to be
through an instrumentality of interstate commerce within the meaning of Section
15(a) of the Securities Exchange Act of 1934 (the "Act"); and
WHEREAS, the Broker is a wholly-owned subsidiary of NML Corporation, a
wholly-owned subsidiary of the Company; is registered as a broker-dealer under
Section 5(b) of the Act; and is a member of the National Association of
Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Broker and the Company are partners to an Agreement dated
October 3, 1968, pursuant to which the agents of the Company who
are engaged in the sale of variable annuity contracts on behalf of the Company
are associated persons of the Broker and the Broker is responsible for
selecting, training and supervising the agents for the purpose; and
WHEREAS, it is the desire of the parties hereto to enter into an
agreement pursuant to which the agents of the Company who are to be involved in
the sale of the Policies will also be associated persons of the Broker, which
will be responsible for selecting, training, and supervising them for that
purpose, all as more particularly described herein.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. The Company will supply to the Broker the names of agents who
indicate a willingness to sell the Policies.
2. The Broker will, after careful investigation, select the agents who
are to be trained and qualified to make such sales, will train such agents in
the sale of variable life insurance policies and will use its best efforts to
qualify such agents under federal and state laws to engage in the sale of the
Policies. Agents so trained and qualified ("Agents") will be persons associated
with the Broker for purposes of Section 15(b) and other applicable provisions of
the Act and applicable requirements of the NASD and, in addition to all other
requirements for such qualification, will be required to comply with applicable
examination requirements before being permitted to engage in the sale of the
Policies.
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3. Upon qualification of an Agent under applicable federal and state
laws, this fact will be certified in writing to the Company by the Broker.
4. Prior to permitting any Agent to sell the Policies, the Company,
the Broker and the Agent will enter into a mutually satisfactory agreement
pursuant to which the Agent will acknowledge that he will be an associated
person of the Broker in connection with his selling activities related to the
Policies, that such activities will be under the supervision and control of the
Broker and the supervisor designated by the Broker, and that the Agent's right
to continue to sell the Policies is subject to his continued compliance with
such agreement and the rules and procedures established by the Broker.
5. The Broker will fully comply with the requirements of the NASD and
of the Act and will establish and administer such rules and procedures as may be
necessary to supervise diligently the securities activities of the Agents with
respect to the Policies. Upon request by the Broker, the Company will furnish or
require the Agents to furnish (at the Company's or the Agent's expense) such
appropriate records as may be necessary to insure such diligent supervision.
6. In the event any Agent fails or refuses to submit to supervision of
the Broker in accordance with this Contract, or otherwise fails to meet the
rules and standards imposed by the Broker on its associated persons, the Broker
shall certify such fact to the Company and shall immediately notify such Agent
that he is no longer authorized to sell the Policies, and the Broker and the
Company shall take whatever additional
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action may be necessary to terminate the sales activities of such Agent relating
to the Policies.
7. All or some of the General Agents of the Company are or will become
qualified as associated persons of the Broker, will become fully qualified to
engage in selling the Policies, and in that capacity will supervise the selling
activities of Agents under agreement with them relating to the Policies. In the
event any such General Agent shall fail or refuse to provide such supervision to
the satisfaction of the Broker, the Broker (with the cooperation of the Company)
shall furnish a qualified person to perform such supervision or, if the Broker
is unable to furnish proper supervision, the authority of the unsupervised
Agents to sell the Policies shall be withdrawn.
8. Commissions payable to Agents in connection with sales of the
Policies shall be paid by the Company to the Agents through the General Agents
or otherwise in the amounts and on such terms as the Company and the Broker
shall determine; provided that such terms, conditions and commissions shall be
as are set forth in, or as are not inconsistent with, a current prospectus for
the Policies included as part of the Registration Statement for the Policies
effective under the Securities Act of 1933. Nothing contained herein shall
obligate the Broker to pay any commissions or other remuneration to the Agents
or to reimburse any such Agents for expenses incurred by them, nor shall the
Broker have any interest whatsoever in any commissions or other remuneration
payable to Agents by the Company. However, commissions so paid by the Company
shall be appropriately reflected in the books and records maintained by or on
behalf of the Broker.
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9. The Broker will assume full responsibility for the sales
activities of the Agents relating to the Policies and for compliance by itself
and the Agents with applicable rules of the NASD and federal securities laws,
and in connection therewith may demand and receive such assurances from the
Company as it deems appropriate demonstrating compliance with the Securities Act
of 1933 and the Investment Company Act of 1940.
10. The Broker may request that all or some of the books and records
required to be maintained by it, as a registered broker-dealer, in connection
with the sale of the Policies, be prepared and maintained by the Company as
agent for the Broker. The Company agrees that such books and records are the
property of the Broker, will be made and preserved in accordance with Rules
17a-3 and 17a-4 under the Act, and will be subject to examination by the
Securities and Exchange Commission in accordance with Section 17(a) of the Act.
11. In payment of the services to be performed under this Agreement,
the Company shall pay the Broker an annual fee based upon the Broker's actual
expenses incurred in the performance of such services or reasonably and properly
allocated thereto, as certified to the Company by the Broker or, at the option
of the Company, by an independent public accounting firm selected by the
Company.
12. This Agreement may not be assigned by either party except by
mutual consent and shall continue for a period of one year and from year to year
thereafter subject to termination by either party at any time upon 60 days
written notice to the other party and to the Securities and
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Exchange Commission, except that in the event the Broker shall cease to be a
registered broker-dealer under the Act, this Agreement shall immediately
terminate.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE NORTHWESTERN MUTUAL LIFE
ATTEST: INSURANCE COMPANY
XXXXX X. XXXXX By: XXXXXX X. XXXXXXXX
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Xxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxxxxx, President
ATTEST: NML EQUITY SERVICES, INC.
XXXXXXX X. XXXXXXXX By: XXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, President
Assistant Secretary
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