EXHIBIT 99.3b
"A"
BROKER/DEALER AGENCY
SELLING AGREEMENT
THIS AGREEMENT is made among the following three parties:
1. NORTHERN LIFE INSURANCE COMPANY
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
a Washington domiciled stock life insurance company (hereinafter
"Insurer"); and,
2. WASHINGTON SQUARE SECURITIES, INC.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
an affiliate of Insurer, registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") and a member of the National
Association of Securities Dealers, Inc. ("NASD") (hereinafter General
Distributor); and
3. _________________________________________________________
_________________________________________________________
Street
_________________________________________________________
City State Zip
registered as a broker-dealer with the SEC and a member of the NASD and
licensed as an insurance agency (hereinafter "Broker/Dealer").
This Agreement shall be effective as of the _____ day of ______________, 19_____
[LOGO] NORTHERN LIFE
X.X. XXX 00000 * XXXXXXX, XX 00000-0000
A RELIASTAR COMPANY
SELLING AGREEMENT
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RECITALS:
Whereas, Broker/Dealer is licensed as an insurance agency in order to satisfy
state insurance law requirements with respect to the sale of Traditional
Policies as well as variable insurance products which are registered securities
with the SEC; and
Whereas, the parties wish to enter into an agreement for the distribution of
Variable Contracts and Traditional Policies by Broker/Dealer; and
Whereas, Insurer has appointed General Distributor as principal underwriter and
distributor (as those terms are defined by the Investment Company Act of 1940)
of the Variable Contracts and has authorized General Distributor to enter into
selling agreements with registered broker/dealers for the solicitation and sale
of Variable Contracts; and,
Whereas, Insurer and General Distributor propose to have Broker/Dealer's
registered representatives who are licensed as life insurance/variable
contract agents in appropriate jurisdictions ("Representatives") solicit and
sell Variable Contracts and Traditional Policies; and,
Whereas, Insurer and General Distributor propose to have Broker/Dealer provide
certain supervisory and administrative services as hereinafter described with
respect to the solicitation and sales of Variable Contracts and Traditional
Policies.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties now agree as follows:
1. DEFINITIONS
In this Agreement
(a) The words "Variable Contract" shall mean those variable life insurance
policies and variable annuity contracts identified in Section 1 of
Compensation Schedule attached hereto, and as may hereafter be
amended.
Insurer may in its sole discretion and without notice to
Broker/Dealer, suspend sales of any Variable Contracts or amend any
policies or contracts evidencing such Variable Contracts if, in
Insurer's opinion, such suspension or amendment is: (1) necessary for
compliance with federal, state, or local laws, regulations, or
administrative order(s); or, (2) necessary to prevent administrative
or financial hardship to Insurer. In all other situations, Insurer
shall provide 30 days notice to Broker/Dealer prior to suspending
sales of any Variable Contracts or amending any policies or contracts
evidencing such Variable Contracts.
Insurer may issue and propose additional or successor products, in
which event Broker/Dealer will be informed of the product and its
related Commission Schedule. If Broker/Dealer does not agree to
distribute such product(s), it must notify Insurer in writing within
30 days of receipt of the Commission Schedule for such product(s).
If Broker/Dealer does not indicate disapproval of the new product(s)
or the terms contained in the related Commission Schedule,
Broker/Dealer will be deemed to have thereby agreed to distribute such
product(s) and agreed to the related Commission Schedule which shall
be attached to and made a part of this Agreement.
(b) The words "Traditional Policy" shall mean those life insurance
policies and annuity contracts identified in Section 2 of Compensation
Schedule attached hereto, and as may hereafter be amended.
Insurer may in its sole discretion and without notice to
Broker/Dealer, suspend sales of any Traditional Policies or amend any
policies or contracts evidencing such, Traditional Policies if, in
Insurer's opinion, such suspension or amendment is: (1) necessary for
compliance with federal, state, or local laws, regulations or
administrative order(s); or, (2) necessary to prevent administrative
or financial hardship to Insurer. In all other situations, Insurer
shall provide 30 days notice to Broker/Dealer prior to suspending
sales of any Traditional, Policies or amending any policies or
contracts evidencing such Traditional Policies.
Insurer may issue and propose additional or successor products, in
which event Broker/Dealer will be informed of the product and its
related Compensation Schedule. If Broker/Dealer does not agree to
distribute such product(s), it must notify Insurer in writing within
30 days of receipt of the Compensation Schedule for such product(s).
If Broker/Dealer does not indicate disapproval of the new product(s)
or the terms contained in the related Compensation Schedule,
Broker/Dealer will be deemed to have thereby agreed to distribute such
product(s) and agreed to the related Compensation Schedule which shall
be attached to and made a part of this Agreement.
2. AGENCY APPOINTMENTS
On the effective date, Insurer and General Distributor appoint
Broker/Dealer and Broker/Dealer accepts, the appointment to solicit sales
of and to sell Variable Contracts and Traditional Policies, pursuant to the
terms of this Agreement.
3. DUTIES OF BROKER/DEALER
(a) SUPERVISION OF REPRESENTATIVES. Broker/Dealer shall have full
responsibility for the training and supervision of all Representatives
who are engaged directly or indirectly in the offer or sale of the
Variable Contracts, and all such persons shall be subject to the
control of Broker/Dealer with respect to such persons'
securities-regulated activities in connection with the Variable
Contracts. Broker/Dealer will cause the Representatives to be trained
in the sale of the Variable Contracts, will cause such Representatives
to qualify under applicable federal and state laws to engage in the
sale of the Variable Contracts; will cause such Representatives to be
registered representatives of Broker/Dealer before such
Representatives engage in the solicitation of applications for the
Variable Contracts; and will cause such Representatives to limit
solicitation of applications for the Variable Contracts to
jurisdictions where Insurer has authorized such solicitation.
Broker/Dealer shall cause such Representatives' qualifications to be
certified to the satisfaction of General Distributor and shall notify
General Distributor if any Representative ceases to be a registered
representative of Broker/Dealer or ceases to maintain the proper
licensing required for the sale of the Variable Contracts. All parties
shall be liable for their own negligence and misconduct under this
paragraph.
SELLING AGREEMENT
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(b) REPRESENTATIVES' INSURANCE COMPLIANCE. Broker/Dealer, prior to
allowing its Representatives to solicit for sales or sell the Variable
Contracts and Traditional Policies, shall require such representatives
to be validly insurance licensed, registered and appointed by Insurer
as a variable contract/life insurance agent in accordance with the
jurisdictional requirements of the place where the solicitations and
sales take place as well as the solicited person's or entity's place
of residence.
Broker/Dealer shall assist Insurer in the appointment of
Representatives under the applicable insurance laws to sell the
Variable Contracts and Traditional Policies. Broker/Dealer shall
fulfill all Insurer requirements in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of
Insurer. All such licensing/appointment papers shall be submitted to
Insurer or its designee by Broker/Dealer. Notwithstanding such
submission, Insurer shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any
Representative as an insurance agent of Insurer.
(c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS. Broker/Dealer shall fully comply with the
requirements of the National Association of Securities Dealers, Inc.,
the Securities Exchange Act of 1934, and all other applicable federal
and state laws. In addition, Broker/Dealer will establish and maintain
such rules and procedures as may be necessary to cause diligent
supervision of the securities activities of the Representatives as
required by applicable law or regulation. Upon request by General
Distributor, Broker/Dealer shall furnish such records as may be
necessary to establish such diligent supervision.
(d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of
Broker/Dealer or otherwise fails to meet the rules and standards
imposed by Broker/Dealer on its Representatives, Broker/Dealer shall
advise General Distributor of this fact and shall immediately notify
such Representative that he or she is no longer authorized to sell the
Variable Contracts or Traditional Policies and Broker/Dealer shall
take whatever additional action may be necessary to terminate the
sales activities of such Representative relating to such contracts and
policies.
(e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING. Broker/Dealer
will be provided, without any expense to Broker/Dealer, with
prospectuses relating to the Variable Contracts and such other
supplementary sales material as General Distributor determines is
necessary or desirable for use in connection with sales of the
Variable Contracts, and Traditional Policies.
No sales promotion materials or any advertising relating to the
Variable Contracts and Traditional Policies, including without
limitation generic advertising material which does not refer to
Insurer by name, will be used by Broker Dealer unless the specific
item has been approved in writing by General Distributor prior to such
use.
In addition, Broker/Dealer shall not print, publish or distribute any
advertisement, circular or document relating to Insurer unless such
advertisement, circular or document has been approved in writing by
Insurer prior to such use.
Upon termination of this Agreement, all prospectuses, sales promotion
material, advertising, circulars documents and software relating to
the sales of the Insurer's contracts shall be promptly turned over to
Insurer free from any claim or retention of rights by the
Broker/Dealer.
Insurer represents that the prospectus and registration statement
relating to the Variable Contracts contain no untrue statements of
material fact or omission to state material fact, the omission of
which makes any statement contained in the prospectus and registration
statement misleading. Insurer agrees to indemnify Broker/Dealer from
and against any claims, liabilities and expenses which may be incurred
under the Securities Act of 1933, the Investment Company Act of 1940,
common law or otherwise arising out of a breach of the agreement in
this paragraph.
Broker/Dealer agrees to hold harmless and indemnify Insurer and
General Distributor against any and all claims, liabilities and
expenses which Insurer or General Distributor may incur from
liabilities arising out of or based upon any alleged or untrue
statement other than statements contained in the registration
statement, prospectus or approved sales material of any Variable
Contract.
In accordance with the requirements of the laws of the several states,
Broker/Dealer 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 Insurer or its
designated agent 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 Insurer or General Distributor. Broker/Dealer holds
Insurer, General 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, or (b) although previously
approved, has been disapproved, in writing, for further use or (c) has
been used beyond any time limit that may be established by Insurer.
(f) SECURING APPLICATIONS. All applications for Variable Contracts and
Traditional Policies shall be made on application forms supplied by
Insurer and all payments collected by Broker/Dealer or any
Representative thereof shall be remitted promptly in full, together
with such application forms and any other required documentation,
directly to Insurer at the address indicated on such application or to
such other address as Insurer may, from time-to-time, designate in
writing. Broker/Dealer shall review all such applications for
accuracy, suitability, and completeness. Checks or money orders in
payment on any such Variable Contract or Traditional Policy shall be
drawn to the order of "Northern Life Insurance Company." All
applications are subject to acceptance or rejection by Insurer at its
sole discretion. All records or information obtained hereunder by
Broker/Dealer shall not be disclosed or used except as expressly
authorized herein, and Broker/Dealer will keep such records and
information confidential, to be disclosed only as authorized or if
expressly required by federal or state regulatory authorities.
(g) COLLECTION OF PURCHASE PAYMENTS. Broker/Dealer agrees that all money
or other consideration tendered with or in
SELLING AGREEMENT
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respect of any application for a Variable Contract or Traditional
Policy and the Variable Contract or Traditional Policy when issued is
the property of Insurer and shall be promptly remitted in full to
Insurer without deduction or offset for any reason, including by way
of example but not limitation, any deduction or offset for
compensation claimed by Broker/Dealer.
(h) FIDELITY BOND. Broker/Dealer represents that all directors, officers,
employees and Representatives of Broker/Dealer who are licensed
pursuant to this Agreement as Insurer's agents for state insurance
law purposes or who have access to funds of Insurer, including but
not limited to funds submitted with applications for the Variable
Contracts and Traditional Policies or funds being returned to owners,
are and shall be covered by a blanket fidelity bond, including
coverage for larceny and embezzlement, issued by a reputable bonding
company. This bond shall be maintained by Broker/Dealer at
Broker/Dealer expense. Such bond shall be, at least, of the form, type
and amount required under the NASD Rules of Fair Practice. Insurer may
require evidence satisfactory to it that such coverage is in force and
Broker/Dealer shall give prompt written notice to Insurer of any
notice of cancellation or change of coverage.
Broker/Dealer assigns any proceeds received from the fidelity bonding
company to Insurer to the extent of Insurer's loss due to activities
covered by the bond. If there is any deficiency amount, whether due to
a deductible or otherwise, Broker/Dealer shall promptly pay Insurer
such amount on demand and Broker/Dealer hereby indemnifies and holds
harmless Insurer from any such deficiency and from the costs of
collection thereof (including reasonable attorneys' fees).
4. COMPENSATION
(a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor, shall
pay a dealer concession to Broker/Dealer on all sales of Variable
Contracts through such Representatives, in accordance with the form of
Compensation Schedule attached hereto, which is in effect when
purchase payments on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received
in cash or other legal tender and accepted by Insurer on applications
obtained by Broker/Dealer's Representatives unless otherwise indicated
in Compensation Schedule. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker/Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due to Insurer hereunder.
Insurer will pay all such Compensation to and in the name of
Broker/Dealer. Broker/Dealer agrees to hold Insurer and General
Distributor harmless from all claims of its Representatives for
compensation in respect of such Representative's sales of Variable
Contracts.
(b) TRADITIONAL POLICIES. Insurer shall pay commissions to Broker/Dealer
on all sales of Traditional Policies through its Representatives in
accordance with the form of Compensation Schedule attached hereto,
which is in effect when purchase payments on such Traditional Policies
are received by Insurer. Commissions will be paid as a percentage of
premiums received in cash or other legal tender and accepted by
Insurer on applications obtained by Broker/Dealer's Representatives
unless otherwise indicated in Compensation Schedule. Upon termination
of this Agreement, all compensation payable hereunder shall cease;
however, Broker/Dealer shall continue to be liable for any chargebacks
or for any other amounts advanced by or otherwise due Insurer
hereunder.
Insurer will pay all such Compensation to and in the name of
Broker/Dealer. Broker/Dealer agrees to hold Insurer harmless from all
claims of its Representatives for compensation in respect of
Representative's sales of Traditional Policies.
(c) COMMISSION STATEMENTS. Broker/Dealer will be provided with copies of
its Representatives' commission statements together with
Broker/Dealer's own commission statements for each commission payment
period in which commissions are payable. Except as to clerical errors
and material undisclosed facts, such statement constitutes a complete
and accurate statement of the commission account unless written notice
is provided to Insurer within 120 days after the date of the
statement, which notice specifically sets forth the objections or
exceptions thereto.
(d) COMPENSATION SCHEDULES. The initial Compensation Schedule is attached
and incorporated herein.
Insurer and General Distributor reserve the right to change, amend, or
cancel any Compensation Schedule as to business produced after such
change by mailing notice of such change in the form of a new
Compensation Schedule to Broker/Dealer. Such change shall be
effective, unless otherwise specified, ten (10) days after the date
the notice is mailed, or transmitted by some other means, including
but not limited to facsimilies.
(e) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to
reject any and all applications and collections submitted, to
discontinue writing any form of policy, to take possession of and
cancel any policy and return the premium or any part of it, and to
make any compromise settlement in respect of a policy. Broker/Dealer
will not be entitled to receive or retain any compensation on premiums
or parts of premiums Insurer does not receive and retain because of
such rejection, discontinuance, cancellation, or compromise
settlement. If compensation has been paid to which Broker/Dealer is
not entitled, any amount credited will be charged back, and if the
account balance is insufficient to cover the credited amount,
Broker/Dealer as applicable agrees to promptly repay the credited
amount.
5. TERMINATION
This Agreement may be terminated without cause by any party upon thirty
(30) days prior written notice; and may be terminated for failure to
perform satisfactorily or other cause, by any party immediately; and shall
be terminated if Broker/Dealer ceases to be registered as a broker/dealer
under the Securities Exchange Act of 1934 and a member of the NASD or, if
Broker/Dealer ceases to maintain its insurance agent license(s) in good
standing in the jurisidictions in which it conducts business.
6. ARBITRATION
Any dispute, claim or controversy arising out of or in connection with this
Agreement shall be submitted to arbitration pursuant to the NASD's
arbitration procedures. If the subject matter of the dispute, claim or
controversy is not
SELLING AGREEMENT
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within the scope of matters which may arbitrated through the NASD
arbitration procedures, then such dispute, claim or controversy shall, upon
the written request of any party, be submitted to three arbitrators, one
to be chosen by each party, and the third by the two so chosen. If either
party refuses or neglects to appoint an arbitrator within thirty (30) days
after the receipt of the written notice from the other party requesting it
to do so, the requesting party may appoint two arbitrators. If the two
arbitrators fail to agree in the selection of a third arbitrator within
thirty (30) days of their appointment, each of them shall name two, of whom
the other shall decline one and the decision shall be made by drawing lots.
All arbitrators shall be active or retired executive officers of insurance
companies not under the control of any party to this Agreement. Each party
shall submit its case to the arbitrators within thirty (30) days of the
appointment of the third arbitrator. The arbitration shall be held in
Minneapolis, Minnesota at the times agreed upon by the arbitrators. The
decision in writing of any two arbitrators, when filed with the parties
hereto, shall be final and binding on both parties. Judgment may be entered
upon the final decision of the arbitrators in any court having
jurisdiction. Each party shall bear the expense of its own arbitrator and
shall jointly and equally bear with the other party the expense of the
third arbitrator and of the arbitration.
7. GENERAL PROVISIONS
(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall
not be effective until approved by Insurer and General Distributor.
Insurer and General Distributor reserve the right to amend this
Agreement at any time, and the submission of an application by either
Broker/Dealer after notice of any such amendment has been sent shall
constitute Broker/Dealer's agreement to any such amendment. No
additions, amendments or modifications of this Agreement or any waiver
of any provision will be valid unless approved, in writing, by one of
Insurer's duly authorized officers. In addition, no approved waiver of
any default, or failure of performance by Broker/Dealer will affect
Insurer's or General Distributor's rights with respect to any later
default or failure of performance.
(b) INDEPENDENT CONTRACTORS RELATIONSHIP. This Agreement does not create
the relationship of employer and employee between the parties to this
Agreement. Insurer and General Distributor are independent contractors
with respect to Broker/Dealer and its Representatives.
(c) ASSIGNMENTS. Broker/Dealer will not assign or transfer either wholly
or partially, this Agreement or any of the benefits accrued or to
accrue under it, without the written prior consent of a duly
authorized officer of the Insurer and General Distributor.
(d) SERVICE OF PROCESS. If Broker/Dealer receives or is served with any
notice or other paper concerning any legal action against Insurer or
General Distributor, Broker/Dealer agrees to notify General
Distributor immediately (in any event not later than the first
business day after receipt) by telephone and transmit any papers that
are served or received by facsimile to (000) 000-0000 and by overnight
mail to the General Counsel of the General Distributor.
(e) SEVERABILITY. it is understood and agreed by the parties to this
Agreement that if any part, term or provision of this Agreement is
held to be invalid or in conflict with any law or regulation, the
validity of the remaining portions or provisions will not be affected,
and the parties' rights and obligations will be construed and
enforced as if this Agreement did not contain the particular part,
term or provision held to be invalid.
(f) GOVERNING LAW. It is agreed by the parties to this Agreement that the
Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.
(g) LIMITATIONS. No party other than Insurer has the authority on behalf
of Insurer to make, alter, or discharge any policy, contract, or
certificate issued by Insurer, to waive any forfeiture or to grant,
permit, or extend the time for making any payments or to guarantee
earnings or rates, or to alter the forms which Insurer may prescribe
or substitute other forms in place of those prescribed by Insurer, or
to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of Insurer, or to open any bank
account in the full legal name of Insurer, any derivation thereof or
any tradename thereof.
(h) CONTRACT DELIVERY. Insurer will mail Variable Contracts directly to
Contract Owner.
8. TERRITORY
Broker/Dealer's territory is limited geographically to those jurisdictions
in which the Variable Contracts and Traditional Policies may lawfully be
offered, provided that Broker/Dealer's right to solicit sales of and to
sell the Variable Contracts and Traditional Policies in such jurisdictions
is not exclusive.
SELLING AGREEMENT
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In Witness whereof, we set our hands this ____ day of ________________, 19_____.
INSURER: BROKER/DEALER:
NORTHERN LIFE INSURANCE COMPANY _____________________________________
By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
GENERAL DISTRIBUTOR:
WASHINGTON SQUARE SECURITIES, INC.
By:__________________________________
Title:_______________________________
SELLING AGREEMENT
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"B"
BROKER/DEALER AGENCY
SELLING AGREEMENT
THIS AGREEMENT is made among the following three parties:
1. NORTHERN LIFE INSURANCE COMPANY
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
a Washington domiciled stock life insurance company (hereinafter
"Insurer"); and,
2. WASHINGTON SQUARE SECURITIES, INC.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
an affiliate of Insurer, registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") and a member of the National
Association of Securities Dealers, Inc. ("NASD") (hereinafter General
Distributor); and
3. _________________________________________________________
_________________________________________________________
Street
_________________________________________________________
City State Zip
registered as a broker-dealer with the SEC and a member of the NASD
(hereinafter "Broker/Dealer").
4. _________________________________________________________
_________________________________________________________
Street
_________________________________________________________
City State Zip
an affiliate of Broker/Dealer and a licensed insurance agency (hereinafter
"Agency").
This Agreement shall be effective as of the _____ day of ______________, 19_____
[LOGO] NORTHERN LIFE
X.X. XXX 00000 * XXXXXXX, XX 00000-0000
A RELIASTAR COMPANY
SELLING AGREEMENT
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RECITALS:
Whereas, Broker/Dealer has become affiliated with Agency in order to satisfy
state insurance law requirements with respect to the sale of variable insurance
products which are registered securities with the SEC; and
Whereas, the parties wish to enter into an agreement for the distribution of
Variable Contracts and Traditional Policies by Broker/Dealer and Agency; and
Whereas, Insurer has appointed General Distributor as principal underwriter and
distributor (as those terms are defined by the investment Company Act of 1940)
of the Variable Contracts and has authorized General Distributor to enter into
selling agreements with registered broker/dealers for the solicitation and sale
of Variable Contracts; and,
Whereas, Insurer and General Distributor propose to have Broker/Dealer's
registered representatives who are affiliated with Agency and who are licensed
as life insurance/variable contract agents in appropriate jurisdictions
("Representatives") solicit and sell Variable Contracts and Traditional
Policies; and,
Whereas, Insurer proposes to authorize Agency's employees who are not registered
representatives of Broker/Dealer but who are licensed as life insurance agents
in appropriate jurisdictions ("Agents") to solicit and sell Traditional
Policies; and,
Whereas, Insurer and General Distributor propose to have Broker/Dealer provide
certain supervisory and administrative services as hereinafter described with
respect to the solicitation and sales of Variable Contracts; and,
Whereas, Insurer proposes to have Agency provide certain supervisory and
administrative services as hereinafter described with respect to the
solicitation and sales of Traditional Policies by its Agents and by
Representatives who are affiliated with Agency.
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties now agree as follows:
1. DEFINITIONS
In this Agreement
(a) The words "Variable Contract" shall mean those variable life insurance
policies and variable annuity contracts identified in Section 1 of
Compensation Schedule attached hereto, and as may hereafter be
amended.
Insurer may in its sole discretion and without notice to
Broker/Dealer, suspend sales of any Variable Contracts or amend any
policies or contracts evidencing such Variable Contracts if, in
Insurer's opinion, such suspension or amendment is: (1) necessary for
compliance with federal, state, or local laws, regulations, or
administrative order(s); or, (2) necessary to prevent administrative
or financial hardship to Insurer. In all other situations, Insurer
shall provide 30 days notice to Broker/Dealer prior to suspending
sales of any Variable Contracts or amending any policies or contracts
evidencing such Variable Contracts.
Insurer may issue and propose additional or successor products, in
which event Broker/Dealer will be informed of the product and its
related Commission Schedule. If Broker/Dealer does not agree to
distribute such product(s), it must notify Insurer in writing within
30 days of receipt of the Commission Schedule for such product(s). If
Broker/Dealer does not indicate disapproval of the new product(s) or
the terms contained in the related Commission Schedule, Broker/Dealer
will be deemed to have thereby agreed to distribute such product(s)
and agreed to the related Commission Schedule which shall be attached
to and made a part of this Agreement.
(b) The words "Traditional Policy" shall mean those life insurance
policies and annuity contracts identified in Section 2 of Compensation
Schedule attached hereto, and as may hereafter be amended.
Insurer may in its sole discretion and without notice to
Broker/Dealer, suspend sales of any Traditional Policies or amend any
policies or contracts evidencing such Traditional Policies if, in
Insurer's opinion, such suspension or amendment is: (1) necessary for
compliance with federal, state, or local laws, regulations, or
administrative order(s); or, (2) necessary to prevent administrative
or financial hardship to Insurer. In all other situations, Insurer
shall provide 30 days notice to Broker/Dealer prior to suspending
sales of any Traditional Policies or amending any policies or
contracts evidencing such Traditional Policies.
Insurer may issue and propose additional or successor products, in
which event Broker/Dealer will be informed of the product and its
related Compensation Schedule. If Broker/Dealer does not agree to
distribute such product(s), it must notify Insurer in writing within
30 days of receipt of the Compensation Schedule for such product(s).
If Broker/Dealer does not indicate disapproval of the new product(s)
or the terms contained in the related Compensation Schedule,
Broker/Dealer will be deemed to have thereby agreed to distribute such
product(s) and agreed to the related Compensation Schedule which shall
be attached to and made a part of this Agreement.
2. AGENCY APPOINTMENTS
On the effective date,
(a) Insurer and General Distributor appoint Broker/Dealer and
Broker/Dealer accepts the appointment to solicit sales of and to sell
Variable Contracts only, pursuant to the terms of this Agreement.
(b) Insurer appoints Agency, and Agency accepts the appointment to solicit
sales of and to sell Traditional Policies only, pursuant to the terms
of this Agreement.
3. DUTIES OF BROKER/DEALER
(a) SUPERVISION OF REPRESENTATIVES. Broker/Dealer shall have full
responsibility for the training and supervision of all Representatives
who are engaged directly or indirectly in the offer or sale of the
Variable Contracts, and all such persons shall be subject to the
control of Broker/Dealer with respect to such persons'
securities-regulated activities in connection with the Variable
Contracts. Broker/Dealer will cause the Representatives to be trained
in the sale of the Variable Contracts, will cause such Representatives
to qualify under applicable federal and state laws to engage in the
sale of the Variable Contracts; will cause such Representatives to be
registered representatives of Broker/Dealer before such
Representatives engage in the solicitation of applications for the
Variable Contracts; and will cause such Representatives to limit
solicitation of applications for the Variable Contracts to
jurisdictions where Insurer has authorized such solicitation.
Broker/Dealer shall cause
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such Representatives' qualifications to be certified to the
satisfaction of General Distributor and shall notify General
Distributor if any Representative ceases to be a registered
representative of Broker/Dealer or ceases to maintain the proper
licensing required for the sale of the Variable Contracts. All parties
shall be liable for their own negligence and misconduct under this
paragraph.
(b) REPRESENTATIVES INSURANCE COMPLIANCE. Broker/Dealer, prior to allowing
its Representatives to solicit for sales or sell the Variable
Contracts, shall require such representatives to be validly insurance
licensed, registered and appointed by Insurer as a variable contract
agent in accordance with the jurisdictional requirements of the place
where the solicitations and sales take place as well as the solicited
person's or entity's place of residence.
Broker/Dealer shall assist Insurer in the appointment of
Representatives under the applicable insurance laws to sell the
Variable Contracts. Broker/Dealer shall fulfill all Insurer
requirements in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of
Insurer. All such licensing/appointment papers shall be submitted to
Insurer or its designee by Broker/Dealer. Notwithstanding such
submission, Insurer shall have sole discretion to appoint, refuse to
appoint, discontinue, or terminate the appointment of any
Representative as an insurance agent of Insurer.
(c) COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS. Broker/Dealer shall fully comply with the
requirements of the National Association of Securities Dealers, Inc.,
the Securities Exchange Act of 1934 and all other applicable federal
and state laws. In addition, Broker/Dealer will establish and maintain
such rules and procedures as may be necessary to cause diligent
supervision of the securities activities of the Representatives as
required by applicable law or regulation. Upon request by General
Distributor, Broker/Dealer shall furnish such records as may be
necessary to establish such diligent supervision.
(d) NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE. In the event a
Representative fails or refuses to submit to supervision of
Broker/Dealer or otherwise fails to meet the rules and standards
imposed by Broker/Dealer on its Representatives, Broker/Dealer shall
advise General Distributor of this fact and shall immediately notify
such Representative that he or she is no longer authorized to sell the
Variable Contracts and Broker/Dealer shall take whatever additional
action may be necessary to terminate the sales activities of such
Representative relating to the Variable Contracts.
(e) PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING. Broker/Dealer
will be provided, without any expense to Broker/Dealer, with
prospectuses relating to the Variable Contracts and such other
supplementary sales material as General Distributor determines is
necessary or desirable for use in connection with sales of the
Variable Contracts.
No sales promotion materials or any advertising relating to the
Variable Contracts, including without limitation generic advertising
material which does not refer to Insurer by name, will be used by
Broker/Dealer unless the specific item has been approved in writing by
General Distributor prior to such use.
In addition, Broker/Dealer shall not print, publish or distribute
any advertisement, circular or document relating to Insurer unless
such advertisement, circular or document has been approved in writing
by Insurer prior to such use.
Upon termination of this Agreement, all prospectuses, sales promotion
material, advertising, circulars, documents and software relating to
the sales of the Variable Contracts shall be promptly turned over to
Insurer free from any claim or retention of rights by the
Broker/Dealer.
Insurer represents that the prospectus and registration statement
relating to the Variable Contracts contain no untrue statements of
material fact or omission to state material fact, the omission of
which makes any statement contained in the prospectus and registration
statement misleading. Insurer agrees to indemnify Broker/Dealer from
and against any claims, liabilities and expenses which may be incurred
under the Securities Act of 1933, the Investment Company Act of 1940,
common law or otherwise arising out of a breach of the agreement in
this paragraph.
Broker/Dealer agrees to hold harmless and indemnify Insurer and
General Distributor against any and all claims, liabilities and
expenses which Insurer or General Distributor may incur from
liabilities arising out of or based upon any alleged or untrue
statement other than statements contained in the registration
statement, prospectus or approved sales material of any Variable
Contract.
In accordance with the requirements of the laws of the several states,
Broker/Dealer 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 Insurer or its
designated agent 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 Insurer or General Distributor. Broker/Dealer holds
Insurer, General 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, or (b) although previously
approved, has been disapproved, in writing, for further use, or (c)
has been used beyond any time limit that may be established by
Insurer.
(f) SECURING APPLICATIONS. All applications for Variable Contracts shall
be made on application forms supplied by Insurer and all payments
collected by Broker/Dealer or any Representative thereof shall be
remitted promptly in full, together with such application forms and
any other required documentation, directly to Insurer at the address
indicated on such application or to such other address as Insurer may,
from time-to-time, designate in writing. Broker/Dealer shall review
all such applications for accuracy, suitability and completeness.
Checks or money orders in payment on any such Variable Contract shall
be drawn to the order of "Northern Life Insurance Company." All
applications are subject to acceptance or rejection by Insurer at its
sole discretion. All records or information obtained hereunder by
Broker/Dealer shall not be disclosed or used except as expressly
authorized herein, and Broker/Dealer will keep such records and
information confidential, to be disclosed only as authorized or if
SELLING AGREEMENT
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expressly required by federal or state regulatory authorities.
(g) COLLECTION OF PURCHASE PAYMENTS. Broker/Dealer agrees that all money
or other consideration tendered with or in respect of any application
for a Variable Contract and the Variable Contract when issued is the
property of Insurer and shall be promptly remitted in full to Insurer
without deduction or offset for any reason, including by way of
example but not limitation, any deduction or offset for compensation
claimed by Broker/Dealer.
(h) FIDELITY BOND. Broker/Dealer represents that all directors, officers,
employees and Representatives of Broker/Dealer who are licensed
pursuant to this Agreement as Insurer's agents for state insurance law
purposes or who have access to funds of Insurer, including but not
limited to funds submitted with applications for the Variable
Contracts or funds being returned to owners, are and shall be covered
by a blanket fidelity bond, including coverage for larceny and
embezzlement, issued by a reputable bonding company. This bond shall
be maintained by Broker/Dealer at Broker/Dealer's expense. Such bond
shall be, at least, of the form, type and amount required under the
NASD Rules of Fair Practice. Insurer may require evidence satisfactory
to it that such coverage is in force and Broker/Dealer shall give
prompt written notice to Insurer of any notice of cancellation or
change of coverage.
Broker/Dealer assigns any proceeds received from the fidelity bonding
company to Insurer to the extent of Insurer's loss due to activities
covered by the bond. If there is any deficiency amount, whether due to
a deductible or otherwise, Broker/Dealer shall promptly pay Insurer
such amount on demand and Broker/Dealer hereby indemnifies and holds
harmless Insurer from any such deficiency and from the costs of
collection thereof (including reasonable attorneys' fees).
4. DUTIES OF AGENCY
(a) SUPERVISION OF AGENTS AND REPRESENTATIVES. Agency shall have full
responsibility for the training and supervision of all Agents and
Representatives who are engaged directly or indirectly in the offer or
sale of Traditional Policies. Agency will cause the Agents and
Representatives to be trained in the sale of Traditional Policies,
will cause such Agents and Representatives to qualify under applicable
state insurance laws to engage in the sale of life insurance before
such Agents and Representatives engage in the solicitation of
applications for Traditional Policies; and will cause such Agents and
Representatives to limit solicitation of applications for Traditional
Policies to jurisdictions where Insurer has authorized such
solicitation. Agency shall cause such Agents' and Representatives'
qualifications to be certified to the satisfaction of Insurer and
shall notify Insurer if any Agent or Representative ceases to be an
employee of Agency or ceases to maintain the proper licensing required
for the sale of Traditional Policies. All parties shall be liable for
their own negligence and misconduct under this paragraph.
(b) AGENT INSURANCE COMPLIANCE. Agency, prior to allowing Agents or
Representatives to solicit for sales or sell Traditional Policies,
shall require such agents to be validly insurance licensed, registered
and appointed by Insurer as a life insurance agent in accordance with
the jurisdictional requirements of the place where the solicitations
and sales take place as well as the solicited person's or entity's
place of residence.
Agency shall assist Insurer in the appointment of Agents and
Representatives under the applicable insurance laws to sell
Traditional Policies. Agency shall fulfill all Insurer requirements in
conjunction with the submission of licensing/appointment papers for
all applicants as insurance agents of Insurer. All such
licensing/appointment papers shall be submitted to Insurer or its duly
appointed agent by Agency. Notwithstanding such submission, Insurer
shall have sole discretion to appoint, refuse to appoint, discontinue,
or terminate the appointment of any Agent or Representative as an
insurance agent of Insurer.
(c) SALES PROMOTION MATERIAL AND ADVERTISING. Agency will provided,
without any expense to Agency, such sales promotion and advertising
materials as Insurer determines is necessary or desirable for use in
connection with sales of Traditional Policies.
No sales promotion materials or any advertising relating to
Traditional Policies, including without limitation generic advertising
material which does not refer to Insurer by name, will be used by
Agency unless the specific item has been approved in writing by
Insurer prior to such use.
In addition, Agency shall not print, publish or distribute any
advertisement, circular or any document relating to Insurer unless
such advertisement, circular or document has been approved in writing
by Insurer prior to such use.
Upon termination of this Agreement, all sales promotion material,
advertising, circulars, documents and software relating to the sales
of Traditional Policies shall promptly turned over to Insurer free
from any claim or retention of rights by the Agency.
In accordance with the requirements of the laws of the several states,
Agency 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 Insurer or its designated
agent in field inspections and shall make such material available to
personnel of state insurance departments and other regulatory agencies
which have regulatory authority over Insurer. Agency holds Insurer and
its affiliates harmless from any liability arising from the use of any
material which either (a) has not been specifically approved in
writing, or (b) although previously approved, has been disapproved, in
writing, for further use, or (c) has been used beyond any time limit
that may be established by Insurer.
(d) SECURING APPLICATIONS. All applications for Traditional Policies shall
be made on application forms supplied by Insurer and all payments
collected by Agency or any Agent, Broker/Dealer or any Representative
thereof shall be remitted promptly in full, together with such
application forms and any other required documentation, directly to
Insurer at the address indicated on such application or to such other
address as Insurer may, from time-to-time, designate in writing.
Agency shall review all such applications for accuracy, suitability,
and completeness. Checks or money orders in payment on any such
Traditional Policy shall be drawn to the order of "Northern Life
Insurance Company." All applications are subject to acceptance or
rejection by Insurer at its sole
SELLING AGREEMENT
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discretion. All records or information obtained hereunder by Agency
shall not be disclosed or used except as expressly authorized herein,
and Agency will keep such records and information confidential, to be
disclosed only as authorized or if expressly required by federal or
state regulatory authorities.
(e) COLLECTION OF PURCHASE PAYMENTS. Agency agrees that all money or other
consideration tendered with or in respect of any application for a
Traditional Policy and the Traditional Policy when issued is the
property of Insurer and shall be promptly remitted in full to Insurer
without deduction or offset for any reason, including by way of
example but not limitation, any deduction or offset for compensation
claimed by Agency.
(f) POLICY DELIVERY. Insurer may, in its discretion, transmit Traditional
Policies to Agency or Broker/Dealer for delivery to Policyowners.
Agency and Broker/Dealer hereby agree to deliver all such Traditional
Policies to Policyowners within ten (10) days of their receipt by
Agency or Broker/Dealer from Insurer. Agency and Broker/Dealer agree
to indemnify and hold harmless Insurer for any and all losses caused
by Agency's or Broker/Dealer's failure to perform the undertakings
described in this paragraph. Agency and Broker/Dealer hereby authorize
Insurer to set off any amount either might owe Insurer under this
paragraph against any and all amounts otherwise payable to Agency or
Broker/Dealer by Insurer.
5. COMPENSATION
(a) VARIABLE CONTRACTS. Insurer, on behalf of General Distributor, shall
pay a dealer concession to Broker/Dealer on all sales of Variable
Contracts through such Representatives, in accordance with the form
of Compensation Schedule attached hereto, which is in effect when
purchase payments on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received
in cash or other legal tender and accepted by Insurer on applications
obtained by Broker/Dealer's Representatives unless otherwise indicated
in Compensation Schedule. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker/Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due to Insurer hereunder.
Insurer will pay all such Compensation to and in the name of
Broker/Dealer. Broker/Dealer agrees to hold Insurer and General
Distributor harmless from all claims of its Representatives for
compensation in respect of such Representative's sales of Variable
Contracts.
(b) TRADITIONAL POLICIES. Insurer shall pay commissions to Broker/Dealer
on all sales of Traditional Policies through Agents and
Representatives in accordance with the form of Compensation Schedule
attached hereto, which is in effect when purchase payments on such
Traditional Policies are received by Insurer. Commissions will be paid
as a percentage of premiums received in cash or other legal tender and
accepted by Insurer on applications obtained by Agency's Agents or
Broker/Dealer's Representatives unless otherwise indicated in
Compensation Schedule. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker/Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.
Insurer will pay all such Compensation to and in the name of
Broker/Dealer. Agency hereby assigns to Broker/Dealer all compensation
which would otherwise be paid to Agency in respect of Representative's
and Agent's sales of Traditional Policies. Agency agrees to hold
Insurer harmless from all claims Agents or Representatives have for
compensation in respect of Agent's or Representative's sales of
Traditional Policies.
(c) COMMISSION STATEMENTS. Broker/Dealer will be provided with copies of
its Representatives' commission statements together with
Broker/Dealer's own commission statements for each commission payment
period in which commissions are payable. Except as to clerical errors
and material undisclosed facts, such statement constitutes a complete
and accurate statement of the commission account unless written notice
is provided to Insurer within 120 days after the date of the
statement, which notice specifically sets forth the objections or
exceptions thereto.
(d) COMPENSATION SCHEDULES. The initial Compensation Schedule is attached
and incorporated herein.
Insurer and General Distributor reserve the right to change, amend, or
cancel any Compensation Schedule as to business produced after such
change by mailing notice of such change in the form of a new
Compensation Schedule to Broker/Dealer. Such change shall be
effective, unless otherwise specified, ten (10) days after the date
the notice is mailed, or transmitted by some other means, including
but not limited to facsimile.
(e) RIGHTS OF REJECTION AND SETTLEMENT. Insurer reserves the right to
reject any and all applications and collections submitted, to
discontinue writing any form of policy, to take possession of and
cancel any policy and return the premium or any part of it, and to
make any compromise settlement in respect of a policy. Broker/Dealer
will not be entitled to receive or retain any compensation on premiums
or parts of premiums Insurer does not receive and retain because of
such rejection, discontinuance, cancellation, or compromise
settlement. If compensation has been paid to which Broker/Dealer is
not entitled, any amount credited will be charged back, and if the
account balance is insufficient to cover the credited amount,
Broker/Dealer as applicable agrees to promptly repay the credited
amount.
6. TERMINATION
This Agreement may be terminated without cause by any party upon thirty
(30) days prior written notice; and may be terminated for failure to
perform satisfactorily or other cause, by any party immediately; and shall
be terminated if Broker/Dealer ceases to be registered as a broker/dealer
under the Securities Exchange Act of 1934 and a member of the NASD or, if
Agency ceases to maintain its insurance agent license(s) in good standing
in the jurisdictions in which it conducts business.
7. ARBITRATION
Any dispute, claim or controversy arising out of or in connection with this
Agreement shall be submitted to arbitration pursuant to the NASD's
arbitration procedures. If the subject matter of the dispute, claim or
controversy is not within the scope of matters which may be arbitrated
through
SELLING AGREEMENT
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the NASD arbitration procedures, then such dispute, claim or controversy
shall, upon the written request of any party, be submitted to three
arbitrators, one to be chosen by each party, and the third by the two so
chosen. If either party refuses or neglects to appoint an arbitrator within
thirty (30) days after the receipt of the written notice from the other
party requesting it to do so, the requesting party may appoint two
arbitrators. If the two arbitrators fail to agree in the selection of a
third arbitrator within thirty (30) days of their appointment, each of them
shall name two, of whom the other shall decline one and the decision shall
be made by drawing lots. All arbitrators shall be active or retired
executive officers of insurance companies not under the control of any
party to this Agreement. Each party shall submit its case to the
arbitrators within thirty (30) days of the appointment of the third
arbitrator. The arbitration shall be held in Minneapolis, Minnesota at the
times agreed upon by the arbitrators. The decision in writing of any two
arbitrators, when filed with the parties hereto, shall be final and binding
on both parties. Judgment may be entered upon the final decision of the
arbitrators in any court having jurisdiction. Each party shall bear the
expense of its own arbitrator and shall jointly and equally bear with the
other party the expense of the third arbitrator and of the arbitration.
8. GENERAL PROVISIONS
(a) ADDITIONS, AMENDMENTS, MODIFICATIONS & WAIVERS. This Agreement shall
not be effective until approved by Insurer and General Distributor.
Insurer and General Distributor reserve the right to amend this
Agreement at any time, and the submission of an application by either
Broker/Dealer or Agency after notice of any such amendment has been
sent shall constitute Broker/Dealer's or Agency's, as applicable,
agreement to any such amendment. No additions, amendments or
modifications of this Agreement or any waiver of any provision will be
valid unless approved, in writing, by one of Insurer's duly authorized
officers. In addition, no approved waiver of any default, or failure
of performance by Broker/Dealer or Agency will affect Insurer's or
General Distributor's rights with respect to any later default or
failure of performance.
(b) INDEPENDENT CONTRACTORS RELATIONSHIP. This Agreement does not create
the relationship of employer and employee between the parties to this
Agreement. Insurer and General Distributor are independent contractors
with respect to Broker/Dealer, its Representatives, Agency and its
Agents.
(c) ASSIGNMENTS. Neither Broker/Dealer nor Agency will assign or transfer,
either wholly or partially, this Agreement or any of the benefits
accrued or to accrue under it, without the written prior consent of a
duly authorized officer of the Insurer and General Distributor.
(d) SERVICE OF PROCESS. If Broker/Dealer or Agency receives or is served
with any notice or other paper concerning any legal action against
Insurer or General Distributor, Broker/Dealer or Agency agrees to
notify General Distributor immediately (in any event not later than
the first business day after receipt) by telephone and transmit any
papers that are served or received by facsimile to (000) 000-0000 and
by overnight mail to the General Counsel of the General Distributor.
(e) SEVERABILITY. It is understood and agreed by the parties to this
Agreement that if any part, term or provision of this Agreement is
held to be invalid or in conflict with any law or regulation, the
validity of the remaining portions or provisions will not be affected,
and the parties' rights and obligations will be construed and enforced
as if this Agreement did not contain the particular part, term or
provision held to be invalid.
(f) GOVERNING LAW. It is agreed by the parties to this Agreement that the
Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.
(g) LIMITATIONS. No party other than Insurer has the authority on behalf
of Insurer to make, alter, or discharge any policy, contract, or
certificate issued by Insurer, to waive any forfeiture or to grant,
permit, or extend the time for making any payments or to guarantee
earnings or rates, or to alter the forms which Insurer may prescribe
or substitute other forms in place of those prescribed by Insurer, or
to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of Insurer, or to open any bank
account in the full legal name of Insurer, any derivation thereof or
any tradename thereof.
(h) CONTRACT DELIVERY. Insurer will mail Variable Contracts directly to
Contract Owner.
9. TERRITORY
Broker/Dealer's territory is limited geographically to those jurisdictions
in which the Variable Contracts may lawfully be offered, provided that
Broker/Dealer's right to solicit sales of and to sell the Variable
Contracts in such jurisdictions is not exclusive.
Agency's territory is limited geographically to those jurisdictions in
which the Traditional Policies may lawfully be offered, provided that
Agency's and Broker/Dealer's right to solicit sales of and to sell the
Traditional Policies in such territory is not exclusive.
SELLING AGREEMENT
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In Witness whereof, we set our hands this ____ day of ________________, 19_____.
INSURER: BROKER/DEALER:
NORTHERN LIFE INSURANCE COMPANY _____________________________________
By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
GENERAL DISTRIBUTOR: AGENCY:
WASHINGTON SQUARE SECURITIES, INC. _____________________________________
By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
BROKER/DEALER [LOGO] NORTHERN LIFE
VARIABLE ANNUITY COMPENSATION SCHEDULE A RELIASTAR COMPANY
--------------------------------------------------------------------------------
Your dealer concession will be the following percentage of the premium received
by us. No dealer concessions are payable on a policy after the 20th policy
year. This Schedule is effective with business written 1/1/97.
PERIODIC SERIES
% OF PAID PREMIUM
--------------------------------------------------
PERIODIC & INCREASE OPTION A OPTION B* OPTION C**
------------------- -------- --------- ----------
Year 1 5 4 .50
Years 2-5 5 4 .50
Years 6-20 5 4 .50
TRANSFER
Year 1 5 4 .50
Years 2-5 5 4 .50
Years 6-20 0 0 0
TRANSFER SERIES
% OF PAID PREMIUM
--------------------------------------------------
OPTION A OPTION B* OPTION C**
TRANSFER - YEAR 1-20 6 4.75 1
*% of accumulation value
Policy Years 2-20
Monthly 2.083 basis points Annual
Payout of 25 basis points
**% of accumulation value
Policy Years 2-20
Monthly 8.333 basis points
Annual Payout of 100 basis points
By:______________________________________________
Printed
Name:____________________________________________
Title:___________________________________________
(If corporation)
GENERAL RULES PERTAINING TO VARIABLE CONTRACTS
1. CHANGE OF DEALER AUTHORIZATION. No compensation of any kind shall be
payable in respect of Variable Contracts following Insurer's or General
Distributor's receipt of a change of dealer authorization applicable to
such Variable Contract.
2. CHANGE IN REPRESENTATIVE'S STATUS. Broker/Dealer agrees that in the event a
Representative ceases to be an associated person of Broker/Dealer or ceases
to be validly licensed or registered, Broker/Dealer shall not receive any
compensation based on any Variable Contract, its values, or on premium or
purchase payments thereafter received by Northern Life and/or WSSI from
such former Representative's customers. Provided, however, if within 60
days after such Representative ceases to be a representative of
Broker/Dealer, Broker/Dealer designates another registered representative
of Broker/Dealer to service the former Representative's business, the
compensation not paid shall be payable to Broker/Dealer. If an assigned
Representative's replacement is not designated within such 60 day period,
Broker/Dealer may not thereafter designate a replacement Representative for
such variable contracts and shall not be entitled to such compensation.
3. EXCLUSIVE COMPENSATION. Broker/Dealer agrees that no compensation of any
kind other than as described herein is payable by Insurer or General
Distributor in respect of Broker/Dealer's sales of Variable Contracts.
4. REPLACEMENT BUSINESS. The amount and time of payment of commissions on
replacements, changes, transfers, or exchanges from a policy previously
issued by Insurer or an affiliate shall be governed by Insurer's rules and
regulations.
5. COMMISSIONS. Commissions shall accrue on Variable Contracts issued as and
when premium is received by Insurer and applied as premium due or payable
on such policies, except as Insurer's practices may otherwise provide.
6. CHARGE BACKS. In any case where Insurer has credited a commission to
Broker/Dealer on the basis of a premium on a Variable Contract issued and
the premium is returned to the purchaser, Insurer will charge back such
commissions.
7. ISSUE AGE. Issue age is based upon the annuitant's age on last birthday.
