DISTRIBUTION AGREEMENT
AGREEMENT made this 2nd day of December, 1996, between ReliaStar Life
Insurance Company, a Minnesota corporation, (ReliaStar Life) on its own behalf
and on behalf of the Select*Life Variable Account (Variable Account) and
Washington Square Securities, Inc. (WSSI) which is a member of the National
Association of Securities Dealers, Inc. (NASD) and is registered as a
broker-dealer with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "1934 Act").
WHEREAS, ReliaStar Life was, until August 1, 1996 known as Northwestern
National Life Insurance Company (Northwestern); and,
WHEREAS, Northwestern has previously entered into a Distribution
Agreement dated January 15, 1993 for itself and on behalf of the Select*Variable
Account (Variable Account) with its affiliated company, Washington Square
Securities, Inc. for the distribution of Variable Contracts issued by
Northwestern; and,
WHEREAS, ReliaStar Life wishes to amend and restate such Agreement to
reflect Northwester's name change to ReliaStar Life effective August 1, 1996;
and,
WHEREAS, ReliaStar Life sells variable life insurance contracts
(Contracts), assets for which are allocated to the Variable Account, a separate
investment account. ReliaStar Life proposes to sell additional Contracts to
commence after the effectiveness of the Registration Statement relating to the
Contract and Variable Account filed with the Securities and Exchange Commission
on Form S-6 pursuant to the Securities Act of 1933, as amended (the "1933 Act");
and
WHEREAS, the Variable Account is registered as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, WSSI is a wholly owned subsidiary of ReliaStar Financial
Corp., a holding company and the parent of ReliaStar Life, which desires to
retain WSSI as the General Distributor and Principal Underwriter to distribute
and sell to the public the Contracts issued by ReliaStar Life and WSSI is
willing to render such services.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
1. PRINCIPAL UNDERWRITER. ReliaStar Life hereby appoints WSSI, during
the term of this Agreement, subject to the registration requirements of the 1933
Act and the 1940 Act to be the General Distributor and Principal Underwriter for
the sale of Contracts to the public in each state and other jurisdictions in
which the contracts may be lawfully sold. WSSI shall offer the Contracts for
sale and distribution at prices set by
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ReliaStar Life, through its own representatives and through other broker dealers
contracted under a Selling Agreement as described in Paragraph 2 of this
Agreement.
2. SELLING AGREEMENTS. WSSI is hereby authorized to enter into separate
written agreements, on such terms and conditions as WSSI and ReliaStar Life
determine are not inconsistent with this Agreement, with other broker-dealers
that agree to participate as a broker-dealer in the distribution of the
Contracts and to use their best efforts to solicit applications for Contracts.
Any such broker-dealer (hereinafter "Broker"), shall be registered as a
broker-dealer under the 1934 Act and shall be a member of the NASD. ReliaStar
Life shall undertake to appoint Broker's qualified agents or representatives as
life insurance agents of ReliaStar Life, provided that ReliaStar Life reserves
the right to refuse to appoint any proposed representative or agent, or once
appointed, to terminate such appointment.
3. SUITABILITY. ReliaStar Life desires to ensure that Contracts will be
sold to purchasers for whom the Contract will be suitable. WSSI shall take
reasonable steps to ensure that the registered representatives of WSSI shall not
make recommendations to an applicant to purchase a Contract in the absence of
reasonable grounds to believe the purchase of the Contract is suitable for such
applicant, and shall impose similar obligations upon Brokers.
4. CONFORMITY WITH REGISTRATION STATEMENT AND APPROVED SALES MATERIALS.
In performing its duties as General Distributor, WSSI will act in conformity
with the Prospectus and with the instructions and directions of ReliaStar Life,
the requirements of the 1933 Act, the 1940 Act, the 1934 Act, and all other
applicable federal and state laws and regulations. WSSI shall not give any
information nor make any representations, concerning any aspect of the Contract
or of ReliaStar Life's operations to any persons or entity unless such
information or representations are contained in the Registration Statement and
the pertinent prospectus filed with the Securities and Exchange Commission, or
are contained in sales or promotional literature approved ReliaStar Life. WSSI
will not use and will take reasonable steps to ensure by representatives will
not use any sales promotion material and advertising which has not been
previously approved by ReliaStar Life. WSSI shall impose similar obligations
upon Brokers contracted under a Selling Agreement as described in Paragraph 2 of
this Agreement.
5. APPLICATIONS. Completed applications for Contracts solicited by WSSI
through its agents or representatives shall be transmitted directly to ReliaStar
Life. All payments under the Contracts shall be made by check payable to
ReliaStar Life or by other method acceptable to ReliaStar Life, and if received
by WSSI, shall be held at all times in a fiduciary capacity and remitted
promptly to ReliaStar Life.
6. STANDARD OF CARE. WSSI shall be responsible for exercising
reasonable care in carrying out the provisions of this Agreement.
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7. RECORDS AND REPORTS. ReliaStar Life shall maintain and preserve such
records as are required of it, WSSI and the Variable Account, by applicable laws
and regulations with regard to the offer and sale of variable life insurance.
The books, accounts, and records of ReliaStar Life, the Variable Account and
WSSI shall be maintained by ReliaStar Life so as to clearly and accurately
disclose the nature and details of the transactions. ReliaStar Life agrees that
it will maintain and preserve all such records in conformity with the
requirements of the 1934 Act, to the extent such requirements are applicable to
variable life insurance. ReliaStar Life further agrees that all such records
shall be and are maintained and held in conformity with the 1934 Act and said
records are and shall remain at all times available to WSSI.
8. COMPENSATION. For the services rendered under this Agreement,
ReliaStar Life shall pay WSSI fifteen percent (15%) of first year agents
commissions. ReliaStar Life shall arrange for the payment of commissions to
those Brokers that sell Contracts under agreements entered into pursuant to
Section 2, hereof, and to wholesalers that solicit brokers to sell Contracts
under agreements entered into pursuant to Section 2, hereof, in amounts as may
be agreed to by ReliaStar Life and WSSI specified in such written agreements.
9. INVESTIGATION AND PROCEEDINGS. WSSI and ReliaStar Life agree to
cooperate fully in any regulatory investigation or proceeding or judicial
proceeding arising in connection with the contracts distributed under this
Agreement. WSSI further agrees to furnish regulatory authorities with any
information or reports in connection with such services which may be requested
in order to ascertain whether the operations of ReliaStar Life and the Variable
Account are being conducted in a manner consistent with Applicable laws and
regulations. WSSI and ReliaStar Life further agree to cooperate fully in any
securities regulatory investigation or proceeding with respect to ReliaStar
Life, WSSI, their affiliates and their agents or representatives to the extent
that such investigation or proceeding is in connection with Contracts
distributed under this Agreement. Without limiting the foregoing:
(a) WSSI will be notified promptly of any customer complaint or notice
of any regulatory investigation or proceeding or judicial proceeding received by
ReliaStar Life with respect to WSSI or any agent or representative of a Broker
which may affect ReliaStar Life's issuance of any Contract sold under this
Agreement; and
(b) WSSI will promptly notify ReliaStar Life of any customer complaint
or notice of any regulatory investigation or proceeding received by WSSI or its
affiliates with respect to WSSI or any agent or representative a Broker in
connection with any Contract distributed under this Agreement or any activity in
connection with any such Contract.
10. EMPLOYEES. WSSI will not employ, except with the poor written
approval of the Commissioner of Insurance of the States of California and
Texas, in any material
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connection with the handling of the Variable Accounts assets any person who, to
the knowledge of WSSI:
(a) in the last 10 years has been convicted of any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving violations
of Section 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code; or
(b) within the last 10 years has been found by any state regulatory
authority to have violated or has acknowledged violation of any provision of any
state insurance law involving fraud, deceit, or knowing misrepresentation; or
(c) within the last 10 years has been found by any federal or state
regulatory authorities to have violated or have acknowledged violation of any
revision of federal or state securities laws involving fraud, deceit, or knowing
misrepresentation.
11. TERMINATION. This Agreement may be terminated at any reason, for
any either party on 60 days' written notice to the other party, without the
payment of any penalty. Upon termination of this Agreement, all authorizations,
rights and obligations shall cease except the obligation to settle accounts
hereunder, including commissions on purchase payments subsequently received for
Contracts in effect at time of termination, and the agreements contained in
Sections 8 and 9 hereof.
12. ASSIGNMENT. This Agreement is not assignable by either party.
13. REGULATION. This Agreement shall be subject to the provisions of
the 1940 Act and the 1934 Act and the rules, regulations and rulings thereunder,
and of the applicable rules and regulations of the NASD, and applicable state
insurance law and other applicable law, from time to time in effect, and the
terms hereof shall be interpreted and construed in accordance therewith.
14. NOTICES. Notices of any kind to be given to WSSI by ReliaStar Life
or the Variable Account shall be in writing and shall be duly given if mailed,
first class postage prepaid, or delivery to the President of WSSI at 00
Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, or at such other address or to
such individual as shall be specified by WSSI. Notices of any kind to be given
to ReliaStar Life or the Variable Account shall be in writing and shall be duly
given if mailed, first class postage prepaid, or delivered to them at 00
Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Senior Vice
President, Individual Insurance Division, or at such other address or to such
individual as shall be specified by ReliaStar Life.
15. SEVERABILITY. If any provisions of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
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16. GOVERNING LAW. This Agreement shall be construed and enforced in
ccordance with and governed by the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RELIASTAR LIFE INSURANCE COMPANY
By: _____________________________
Title: _____________________________
By: _____________________________
Title: _____________________________
WASHINGTON SQUARE SECURITIES, INC.
By: _____________________________
Title: _____________________________
By: _____________________________
Title: _____________________________
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