Ex 99.26(c)(1)
DISTRIBUTION AGREEMENT
This Distribution Agreement ("Agreement"), between and among Securian Life
Insurance Company, a Minnesota corporation ("Securian Life"), and Securian
Financial Services, Inc., a Minnesota corporation ("Distributor"), shall be
effective from and after January 1, 2006.
WITNESSETH:
WHEREAS, Securian Life, a wholly-owned subsidiary of Securian Financial
Group, Inc., is the depositor of Securian Life Variable Universal Life Account
(the "Account"); and
WHEREAS, Securian Life proposes to offer for sale certain variable life
insurance contracts (the "contracts") which may be deemed to be securities under
the Securities Act of 1933 ("1933 Act") and the laws of some states; and
WHEREAS, the Distributor, a wholly-owned subsidiary of Securian Financial
Group, Inc., which is in turn a wholly-owned subsidiary of Securian Holding
Company, is registered as a broker-dealer with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934 ("1934 Act") and is
a member of the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, the parties desire to have the Distributor act as principal
underwriter of the contracts and assume full responsibility for the securities
activities of each "person associated" (as that term is defined in Section
3(a)(18) of the 0000 Xxx) with the Distributor and engaged directly or
indirectly in the sale of the contracts (the "associated persons"); and
WHEREAS, the parties desire to have Securian Life perform certain services
in connection with the sale of the contracts;
NOW, THEREFORE, in consideration of the covenants and mutual promises of
the parties made to each other, it is hereby covenanted and agreed as follows:
1. The Distributor will act as the exclusive principal underwriter of the
contracts and as such will assume full responsibility for the securities
activities of its associated persons. The Distributor will train its associated
persons, use its best efforts to prepare them to complete satisfactorily the
applicable NASD and state examinations so that they may be qualified, register
the associated persons as its registered representatives before they engage in
securities activities, and supervise and control them in the performance of such
activities. Unless otherwise permitted by applicable state law, all persons
engaged in the sale of the contracts must also be agents of Securian Life.
2. The Distributor will assume full responsibility for the continued
compliance by itself and its associated persons with the NASD Rules of Fair
Practice and Federal and state laws,
to the extent applicable, in connection with the sale of the contracts. The
Distributor will make timely filings with the SEC, NASD, and any other
regulatory authorities of all reports and any sales literature relating to the
contracts required by law to be filed by the Distributor. Securian Life will
make available to the Distributor copies of any agreements or plans intended for
use in connection with the sale of contracts in sufficient number and in
adequate time for clearance by the appropriate regulatory authorities before
they are used, and it is agreed that the parties will use their best efforts to
obtain such clearance as expeditiously as is reasonably possible.
3. With the consent of Securian Life, Distributor may enter into agreements
with other broker-dealers duly licensed under applicable Federal and state laws
for the sale and distribution of the contracts and may perform such duties as
may be provided for in such agreements.
4. Securian Life, with respect to the contracts, will prepare and file all
registration statements and prospectuses (including amendments) and all reports
required by law to be filed with Federal and state regulatory authorities.
Securian Life will bear the cost of printing and mailing all notices, proxies,
proxy statements, and periodic reports that are to be transmitted to persons
having voting rights under the contracts. Securian Life will make prompt and
reasonable efforts to effect and keep in effect, at its expense, the
registration or qualification of its contracts in such jurisdictions as may be
required by federal and state regulatory authorities.
5. Securian Life will (a) maintain and preserve in accordance with Rules
17a-3 and 17a-4 under the 1934 Act all books and records required to be
maintained by it in connection with the offer and sale of the contracts, which
books and records shall be and remain the property of the Distributor and shall
at all times be subject to inspection by the SEC in accordance with Section
17(a) of the 1934 Act and by all other regulatory bodies having jurisdiction,
and (b) upon or prior to completion of each "transaction" as that term is used
in Rule 10b-10 of the 1934 Act, send a written confirmation for each such
transaction reflecting the facts of the transaction and showing that it is being
sent by Securian Life acting in the capacity of agent for the Distributor.
6. All purchase payments and any other monies payable upon the sale,
distribution, renewal or other transaction involving the contracts shall be paid
or remitted directly to, and all checks shall be drawn to the order of, Securian
Life, and the Distributor shall not have or be deemed to have any interest in
such payments or monies. All such payments and monies received by the
Distributor shall be remitted daily by the Distributor to Securian Life for
allocation to the Account in accordance with the contracts and any prospectus
with respect to the contracts.
7. Securian Life will, in connection with the sale of the contracts, pay on
behalf of the Distributor all amounts (including sales commissions) due to the
sales representatives of the Distributor or to broker-dealers who have entered
into sales agreements with the Distributor. The records in respect of such
payments shall be properly reflected on the books and records maintained by
Securian Life.
8. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from Securian Life the following
amounts:
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(a) Upon receipt of proper evidence of expenditures, an amount sufficient
to reimburse the Distributor for its expenses incurred in carrying out
the terms of this Agreement, and
(b) such other amounts as may from time to time be agreed upon by the
Distributor and Securian Life.
9. As compensation for its services performed and expenses incurred under
this Agreement, Securian Life will receive all amounts deducted as
administrative, sales, mortality and expense risk charges under the contracts,
as specified in the contracts and in the prospectus or prospectuses forming a
part of any registration statement with respect to the contracts filed with the
SEC under the 1933 Act. It is understood that Securian Life assumes the risk
that the above compensation for its services under the contracts may not prove
sufficient to cover its actual expenses in connection therewith and that its
compensation for assuming such risk shall be included in and limited to the
foregoing charges described in said prospectus(es).
10. Securian Life will, except as otherwise provided in this Agreement,
bear the cost of all services and expenses, including legal services and
expenses and registration, filing and other fees, in connection with (a)
registering and qualifying the contracts and (to the extent requested by the
Distributor) the associated persons with Federal and state regulatory
authorities and the NASD and (b) printing and distributing all contracts and all
registration statements and prospectuses (including amendments), notices,
periodic reports, sales literature and advertising prepared, filed or
distributed with respect to the contracts.
11. Each party hereto shall advise the others promptly of (a) any action of
the SEC or any authorities of any state or territory, of which it has knowledge,
affecting registration or qualification of the contracts, or the right to offer
the contracts for sale, and (b) the happening of any event which makes untrue
any statement, or which requires the making of any change, in the registration
statement or prospectus in order to make the statements therein not misleading.
12. The services of the Distributor and Securian Life under this Agreement
are not deemed to be exclusive and the Distributor and Securian Life shall be
free to render similar services to others, including, without implied
limitation, such other separate accounts as are now or hereafter established by
Securian Life, so long as the services of the Distributor and Securian Life
hereunder are not impaired or interfered with thereby.
13. This Agreement shall upon execution become effective as of the date
first above written, and shall continue in effect indefinitely unless terminated
by either party on 60 days' written notice to the other.
14. This Agreement may be amended at any time by mutual consent of the
parties.
15. This Agreement shall be governed by and construed in accordance with
the laws of Minnesota.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
SECURIAN LIFE INSURANCE COMPANY
Witness: By:
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Secretary President and Chief Executive Officer
SECURIAN FINANCIAL SERVICES, INC.
Witness: By:
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Vice President, President
Chief Compliance Officer
and Secretary
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