DEALER SELLING AGREEMENT
(VARIABLE CONTRACTS)
THIS AGREEMENT, made this ____ day of ____________, 2002, by
and between Securian Financial Services, Inc., a Minnesota corporation (the
"Underwriter"), having its principal office at 000 Xxxxxx Xxxxxx Xxxxx, Xx.
Xxxx, Xxxxxxxxx 00000, Minnesota Life Insurance Company (the "Issuer"), having
its principal office at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx 00000, and
________________ (the "Dealer"), having its principal office at________________.
WHEREAS, the Underwriter has entered into certain distribution
agreements relating to variable life insurance policies issued by separate
accounts of the Issuer (such variable life insurance policies hereinafter
referred to collectively as the "Variable Contracts"), under which the
Underwriter was engaged and agreed to act as principal underwriter in the sale
and distribution of such Variable Contracts to the public, either through
dealers or otherwise; and
WHEREAS, the parties hereto desire that the Dealer sell and
distribute to the public those Variable Contracts identified on Appendix A
hereto, as may be amended from time to time by the Underwriter upon written
notice to the Dealer of such change and effective as of the date set forth in
such notice;
NOW, THEREFORE, the Underwriter hereby authorizes the Dealer
to sell and distribute the Variable Contracts to the public subject to the
following terms and conditions.
1. ACCEPTANCE OF APPLICATIONS; PROSPECTUSES AND REGISTRATION
STATEMENTS. Applications solicited by the Dealer will be accepted only in the
amounts and on the terms which are set forth in the then current Prospectuses
(and/or Statements of Additional Information, if any) for the Variable
Contracts. Applications shall be promptly forwarded to Issuer, upon receipt and
approval by the Dealer. Underwriter represents and warrants that the
Prospectuses (and/or Statements of Additional Information, if any) for the
Variable Contracts are or will be filed with the Securities and Exchange
Commission ("SEC"), that such filings conform in all material respects with the
requirements of the SEC and that, except as Underwriter has given written notice
to Dealer, there are effective Registration Statements relating to such Variable
Contracts. Underwriter shall give written notice to Dealer either (i) of
specified states or jurisdiction in which the Variable Contracts may be offered
and sold by the Dealer under all securities and insurance laws applicable to the
Issuer and Underwriter or (ii) of all states or jurisdictions where the Variable
Contracts may not be offered or sold, but Underwriter does not assume any
responsibility as to the Dealer's right to sell the Variable Contracts in any
state or jurisdiction. Underwriter, during the term of this Agreement, shall (i)
notify Dealer in writing of the issuance by the SEC of any stop order with
respect to a Registration Statement or the initiation of any proceedings for
such purpose or any other purpose relating to the registration and/or offering
of the Variable Contracts, (ii) of any other action or circumstance known to
them that may prevent the lawful sale of the Variable Contracts in any state or
jurisdiction, and (iii) advise the Dealer in writing of any amendment to any
Registration Statement or supplement to any Prospectus. The Underwriter shall
make available to Dealer such number of copies of the Prospectus, as amended or
supplemented, (and/or Statements of Additional Information, if any)
or any Approved Supplement Sales Literature (as defined in Paragraph 5) as the
Dealer may reasonably request.
2. DEALER COMMISSION. The Dealer shall receive, for sales of
Variable Contracts by the Dealer, the commissions or other payments specified in
Appendix B attached hereto; provided that the amount of such commissions or
other payments may be changed from time to time by the Underwriter upon notice
to the Dealer of such change. The effective date of such change shall be as set
forth in such notice. Dealer assumes sole responsibility to pay commissions due
Dealer's agents or registered representatives in connection with sales of the
Variable Contracts. Upon termination of this Agreement, for any reason, all
compensation otherwise payable to Dealer hereunder shall cease automatically,
including any renewal or trailing compensation. In the event of such
termination, however, Dealer shall receive any earned first year commissions
attributable to transactions entered into but not settled prior to the effective
date of termination.
In the event that a Registered Representative listed in
Appendix C ceases to be associated with the Dealer, and this Agreement is not
then terminated, all compensation otherwise payable to Dealer hereunder and
attributable to Variable Contracts sold by that Registered Representative shall
cease automatically.
3. PREMIUM AND PURCHASE PAYMENTS. Initial premium and purchase
payments for the Variable Contracts shall be allocated as described in the then
current Prospectuses (and/or Statements of Additional Information, if any) for
the Variable Contracts and as instructed from time to time by the Underwriter.
Premium and purchase payments shall be forwarded to the Issuer promptly upon
receipt. Each premium and purchase payment shall be confirmed by the Dealer to
the Underwriter in writing on the day such payment is received.
All other premium payments and all monies or other settlements
received by the Dealer for or on behalf of the Underwriter or Issuer shall be
received by the Dealer in fiduciary capacity in trust for the Underwriter and
Issuer and shall be promptly transmitted to the Issuer, and, in no event, shall
the Dealer commingle such premiums and monies with other funds. The Dealer shall
keep correct accounts and records of all business transacted and monies
collected by Dealer for the Underwriter or Issuer to the extent required by the
Underwriter, which accounts and records shall be open at all times, during
normal business hours, to inspection and examination by the Underwriter's
authorized representative. All accounts, records and any supplies furnished to
the Dealer for its use, consumption or distribution to customers by the
Underwriter shall remain the property of the Underwriter and to the extent
remaining shall be returned to the Underwriter upon demand.
4. FAILURE OF ORDER. The Underwriter and the Issuer each
reserves the right at any time to refuse to accept and approve any application
for the Variable Contracts obtained by the Dealer, and each reserves the right
to settle any claims against the Underwriter and the Issuer arising from the
sale of the Variable Contracts by the Dealer and to refund to the owner of any
Variable Contract payments made by him on his Variable Contract, without the
Dealer's consent. In the event any order for a Variable Contract is rejected by
the Underwriter or the Issuer or any premium or purchase payment received for a
Variable Contract cannot be collected, otherwise proves insufficient or
worthless, or is not paid, any compensation paid to the Dealer hereunder shall,
promptly upon notice to the Dealer, be returned by the Dealer to the Underwriter
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either in cash or as a charge against the Dealer's account with the Underwriter,
as the Underwriter may elect. The Underwriter or Issuer shall also have the
right to refund any premiums or purchase payments paid on a Variable Contract if
it believes this is proper where a Variable Contract is rescinded, cancelled, or
not accepted, or for any other reason it believes is proper. The Dealer agrees
to return to the Underwriter, upon its request, all Dealer commissions credited
on any premiums or purchase payments which are refunded. The Dealer hereby
agrees that until the Underwriter receives full reimbursement in cash, the
amount of compensation due and owing the Underwriter shall constitute a debt to
the Underwriter which the Underwriter may collect by any lawful means, and after
written notice is given to Dealer, with interest thereon at the maximum rate
possible.
5. DEALER'S UNDERTAKINGS. In offering and selling the Variable
Contracts, the Dealer shall comply with all state and federal laws and
regulations applicable to it, all rules of the National Association of
Securities Dealers, Inc. (the "NASD") applicable to it, and all policies and
rules of the Underwriter applicable to it and communicated in writing to it. In
the event of the suspension, revocation, cancellation or other impairment of the
Dealer's membership in the NASD or the Dealer's registration, license or
qualification to sell the Variable Contracts under any applicable state or
federal law or regulation, the Dealer shall give the Underwriter prompt notice
of such suspension, revocation, cancellation or other impairment, and the
Dealer's authority under this Agreement shall thereupon terminate as provided in
Paragraph 12.
The Dealer shall not sell any of the Variable Contracts
pursuant to this Agreement unless the then current applicable Prospectus is
furnished to the purchaser prior to the offer and sale. The Dealer shall not use
any supplemental sales literature of any kind without prior written approval of
the Underwriter unless it is furnished by the Underwriter for such purpose
("Approved Supplemental Sales Literature"). No person is authorized to make any
representation concerning the Variable Contracts, the Issuer or the Issuer's
separate accounts except those contained in the then current Prospectuses
(and/or Statements of Additional Information, if any) or Approved Supplemental
Sales Literature. In offering and selling the Variable Contracts, the Dealer
shall rely solely on the representations contained in the then current
Prospectuses (and/or Statements of Additional Information, if any) or Approved
Supplemental Sales Literature.
Dealer agrees to furnish to Underwriter such information as
may from time to time be requested by Underwriter for the purpose of complying
with the applicable provisions of federal or state securities laws and the
by-laws, rules or regulations of the NASD or any other securities regulatory
authority or for purposes of satisfying the requirements of an IMSA assessment.
Dealer shall immediately notify the Compliance Department of Underwriter of any
proceeding, suit or action, whether criminal, civil or administrative, or the
commencement by the NASD or any other securities regulatory authority or any
other state or federal authority of any investigation, if such proceeding, suit,
action or investigation arises out of or in connection with Dealer's activities
as broker or dealer, or insurance agent or agency, with respect to the Variable
Contracts. Dealer shall also immediately notify the Compliance Department of
Underwriter of any complaint by a customer or prospective customer or regulatory
authority regarding the Variable Contracts or Dealer's activities as broker or
dealer, or insurance agent or agency, with respect to the Variable Contracts.
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Except for those books and records required by law or
regulation to be maintained by Dealer, all books, documents, prospectuses,
application forms or other materials or supplies in the possession of Dealer
which pertain to the Variable Contracts or to the business of Underwriter or the
Issuer shall be the property of Underwriter or the Issuer, as the case may be,
which at any and all times shall be open to inspection by any duly authorized
representative of Underwriter or Issuer and at the termination of this Agreement
shall be returned to Underwriter.
6. APPOINTMENT OF DEALER BY ISSUER. If required by the
insurance laws of any jurisdiction, the Issuer hereby appoints the Dealer as its
agent for purposes of offering the Variable Contracts in such jurisdiction.
7. INSURANCE LICENSING. Dealer shall, at all times when
performing its functions under this Agreement, be validly licensed as an
insurance agent or agency in the states and other local jurisdictions that
require such licensing or registration in connection with Dealer's offer and
sale of the Variable Contracts; or, in those states in which Dealer cannot
obtain a corporate insurance agent's license, Dealer shall maintain a
contractual relationship with an agency which shall be validly licensed as an
insurance agency, with variable insurance contract authority, in such
jurisdiction or jurisdictions (the "Agency"). Dealer warrants that its
contractual relationship with any such Agency is currently, and will continue,
in compliance with any applicable rules or positions of the SEC or the NASD, or
their respective staffs, as necessary to avoid registration by such Agency as a
broker-dealer under the Securities Exchange Act of 1934 (the "1934 Act"), as
amended, as a result of the activities of Dealer and such Agency in connection
with the offer and sale of the Variable Contracts. Dealer shall provide
Underwriter with a list of all Agencies relied upon by Dealer to comply with
this paragraph and with evidence of their valid insurance licenses in the
applicable jurisdictions, and Dealer hereby covenants to maintain the
completeness and accuracy of such list. If required by the law of any state or
jurisdiction where Dealer is not licensed as an insurance agency, commissions
payable to Dealer hereunder shall be paid to the appropriate Agency, and Dealer
hereby appoints Agency to receive on its behalf any and all such commissions.
8. REPRESENTATIONS AND AGREEMENTS OF THE DEALER. By accepting
this Agreement, and except as modified by Paragraph 7, the Dealer represents
that it: (i) is registered as a broker-dealer under the 1934 Act, as amended;
(ii) is qualified to act under all applicable securities and insurance statutes,
rules and regulations in each jurisdiction in which it will offer the Variable
Contracts; (iii) is a member in good standing of the NASD; and (iv) will
maintain such registrations, qualifications and memberships throughout the term
of this Agreement.
9. DEALER'S EMPLOYEES. By accepting this Agreement, the Dealer
assumes full responsibility for the actions and course of conduct of its
registered representatives in the solicitation of applications for the purchase
of the Variable Contracts. The Dealer shall provide thorough and prior training
to its registered representatives concerning the selling methods to be used in
connection with the offer and sale of the Variable Contracts, giving special
emphasis to the principles of full and fair disclosure to prospective investors.
The Dealer may solicit sales of the Variable Contracts only through registered
representatives of the Dealer, who shall also have such variable contract or
other insurance licenses as are necessary for the sale of the Variable Contracts
and who shall have been appointed agents of the Issuer, a list of which
registered representatives as of the date hereof is attached hereto as Appendix
C. The Issuer may refuse to appoint as its agent any registered representative
of the Dealer if such registered representative is
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deemed by the Issuer to be unsuitable for any reason. The Dealer shall supervise
all activities of employees and persons associated with it relating to the sale
of the Variable Contracts with a view to preventing violations of any rules of
the NASD or any applicable federal or state laws or regulations. The Dealer
shall from time to time provide the Underwriter with an updated list of the
Dealer's registered representatives, and shall give the Underwriter prompt
notice in the event of (a) the suspension, revocation, cancellation or other
impairment of any such registered representative's registration with the NASD or
any such registered representative's registration, license or qualification to
sell the Variable Contracts under any applicable state or federal law or
regulation, or (b) the termination of any such registered representative's
association with the Dealer.
10. INDEMNIFICATION PROVISIONS.
A. Indemnification by Underwriter. The Underwriter
hereby agrees to indemnify the Dealer, each of its directors, officers or
employees and each person, if any, who controls the Dealer within the meaning of
Section 15 of the Securities Act of 1933 (the "1933 Act") or Section 20(a) of
the 1934 Act and their respective successors and assigns (hereinafter in this
paragraph separately and collectively referred to as the "Defendants") from and
against any and all losses, claims, demands or liabilities (or actions in
respect thereof), joint or several, to which the Defendants may become subject
under the 1933 Act, at common law or otherwise (including any legal or other
expense reasonably incurred in connection therewith), insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon: (i) any untrue or allegedly untrue statement of a material fact
contained in the then current Prospectus (and/or Statement of Additional
Information, if any) of any Variable Contract or arise out of or are based upon
the omission or alleged omission to state therein a material fact that is
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, nor misleading, or arise
out of any claim based upon any Approved Supplemental Sales Literature, or (ii)
the failure of Underwriter or its officers, directors, employees or agents to
comply with any applicable provisions of this Agreement; provided that this
indemnity agreement is subject to the condition that notice be given as provided
below.
B. Fidelity Bond of Dealer and Indemnification by
Dealer. Dealer represents that all directors, officers, partners, employees or
registered representatives of Dealer who are authorized pursuant to this
Agreement to sell the Variable Contracts or who have access to premiums or other
monies belonging to the Underwriter or Issuer, including but not limited to
monies submitted with applications for purchase of the Variable Contracts or
monies being returned to Variable Contract 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 Dealer at
Dealer's expense. Such bond shall be at least of the form, type and amount
required under the NASD Rules of Fair Practice. The maintenance by the Dealer of
the NASD Fidelity Bond shall constitute compliance with this requirement. The
Underwriter may require evidence, satisfactory to it, that such coverage is in
force. Dealer shall give prompt written notice to the Underwriter of any notice
of cancellation or change of coverage with respect to such bond.
Dealer hereby assigns any proceeds received from the fidelity
bonding company to the Underwriter and Issuer to the extent of the Underwriter's
or Issuer's loss due to activities
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under this Agreement covered by the bond. If there is any deficiency amount,
whether due to a deductible or otherwise, Dealer shall promptly pay to the
Underwriter or Issuer such amount on demand, and Dealer hereby indemnifies and
holds harmless the Underwriter and Issuer from any such deficiency and from the
costs of collection thereof, including reasonable attorneys fees.
Dealer also agrees to indemnify the Underwriter and Issuer,
and their officers, directors and employees and each person who controls them
within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934
Act and their respective successors and assigns (hereinafter in this paragraph
separately and collectively referred to as Defendants) against any and all
losses, claims, damages or liabilities, including reasonable attorneys fees, to
which they may become subject under the 1933 Act, the 1934 Act, or other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon: (i) any oral or written misrepresentations, or
any unauthorized action or statement, by Dealer or its officers, directors,
employees or agents, or (ii) the failure of Dealer or its officers, directors,
employees or agents to comply with any applicable provisions of this Agreement;
provided, that this indemnity agreement is subject to the condition that notice
be given as provided below.
C. Notice and Defense. Upon the presentation in
writing of any claim or the commencement of any suit against any Defendant in
respect of which indemnification may be sought from the indemnifying party on
account of its agreement contained in the preceding paragraphs, such Defendant
shall with reasonable promptness give notice in writing of such suit to the
indemnifying party, but failure to so give such notice shall not relieve the
indemnifying party from any liability that it may have to the Defendants
otherwise than on account of this indemnity agreement. The indemnifying party
shall be entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any such claim or suit with counsel chosen by
it and satisfactory to the Defendants who are parties to such suit or against
whom such claim is presented. If the indemnifying party elects to assume the
defense and retain such counsel as herein provided, such Defendant shall bear
the fees and expenses subsequently incurred of any additional counsel retained
by them, except the reasonable costs of investigation and such other costs as
are approved by the indemnifying party; provided, that if counsel for an
indemnified Defendant determines in good faith that there is a conflict which
requires separate representation for the indemnified Defendant, the indemnified
Defendant shall be entitled to indemnification for the reasonable expenses of
one additional counsel and local counsel to the extent provided above. Such
counsel shall, to the fullest extent consistent with its professional
responsibilities, cooperate with the indemnifying party and its counsel. The
indemnifying party's obligations under this Paragraph 10 shall survive the
termination of this Agreement.
D. Settlement; Contribution. The indemnifying
party shall not be liable under this Agreement for any settlement made by an
indemnified party without the indemnifying party's prior written consent, and
the indemnifying party agrees to indemnify any indemnified party from and
against any loss or liability by reason of the settlement of any claim or action
with the consent of the indemnifying party. The indemnifying party shall not
settle any such claim or action without prior written consent of the indemnified
party. If the foregoing indemnifications should, for reasons of public policy,
not be available to any indemnified party, then indemnifying party will
contribute to the amount paid or payable by the indemnified party as a result of
such loss, claim, damage or liability in such proportion as is appropriate to
reflect
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the relative benefits received by the indemnifying party on the one hand and
such indemnified party on the other arising out of the matters contemplated by
this Agreement.
11. ASSIGNMENT. This Agreement may not be assigned by the
Dealer without consent of the Underwriter and Issuer.
12. TERMINATION. Any party may terminate this Agreement at any
time upon giving written notice to the other parties hereto. This Agreement
shall terminate automatically in the event of the suspension, revocation,
cancellation or other impairment of the Dealer's membership in the NASD or the
Dealer's registration, license or qualification to sell the Variable Contracts
under any applicable state or federal law or regulation. This Agreement shall
also automatically terminate should there be any material change in the
ownership of the Dealer from that existing at the date of this Agreement without
the consent of the Underwriter.
13. FIRST CLAIM ON EARNINGS. Underwriter shall have a right of
set-off on all of the Dealer's earnings under this Agreement. This means that
Underwriter as and when it elects may keep all or any part of such earnings to
reduce any debt Dealer owes Underwriter or Issuer. While Underwriter may release
Dealer's earnings while Dealer owes a debt to Underwriter or Issuer, this does
not mean Underwriter has waived this right of set-off to Dealer's earnings.
Underwriter's right of set-off also takes precedence over claims of Dealer's
creditors. All Dealer's earnings kept by Underwriter will be used to reduce debt
owed to Underwriter.
14. CONFIDENTIALITY. During the term of this Agreement, a
party may acquire access to confidential, non-public or proprietary information
of another, including, but not limited to, the Underwriter's, the Issuer's or
the Dealer's business affairs, customers, policyholders, clients, property,
methods of operation, procedures, marketing policies and practices, computer
software and operational systems (collectively, "Confidential Information");
provided, however, that the term "Confidential Information" does not include
information which: (a) becomes generally available to the public other than as a
result of a disclosure by a party or its agents or employees; (b) was available
to a party prior to its disclosure to the other; (c) has become available to a
party from a source other than that of the parties to this Agreement; (d) is
intended to be transferred to another person or entity upon the termination of
this Agreement; or (e) is required to be disclosed to any regulatory authority
or self-regulatory organization or pursuant to a court order or subpoena;.
Confidential Information designated as such by a party shall constitute
proprietary information and/or trade secrets of such party and will be the sole
property of such party. Each party agrees that:
(a) it shall use such Confidential Information only
for the purposes of carrying our its obligations under, and performing any
inspections or audits permitted by, this Agreement;
(b) all Confidential Information and any physical and
electronic embodiments thereof will be held by each party in strict confidence;
(c) it shall take reasonable steps to ensure that its
employees, representatives and agents are informed of the contents of this
Paragraph 14 and that they shall comply with its terms;
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(d) it will not reveal, disclose, publish, sell or
distribute such Confidential Information to other present or future agents or
broker-dealers, or to any other person or entity, without prior written consent
of the other parties;
(e) the parties shall immediately return any
Confidential Information in their possession to the other upon (i) such party's
request at any time or (ii) the termination of this Agreement.
The parties recognize that the disclosure of
Confidential Information by the other or its employees, representatives or
agents may give rise to irreparable injury, which may not be adequately
compensated damages. Accordingly, in the event of a breach or threatened breach
by a party or its employees, representatives or agents of the provisions of this
Paragraph 14, the non-breaching party shall be entitled to an injunction
restraining the other party and its employees from disclosing, in whole or in
part, the Confidential Information.
15. NATURE OF RELATIONSHIP; LIMITATIONS ON DEALER'S AUTHORITY.
The Dealer shall act as an independent contractor and not on behalf or subject
to the control of the Underwriter or Issuer. Nothing herein shall constitute the
Dealer as a partner of the Underwriter or Issuer, any other broker-dealer, any
registered representative of the Underwriter, or render any such entity liable
for obligations of the Dealer. The Dealer's participation in the sale and
distribution of the Variable Contracts as contemplated by this Agreement is not
exclusive and the Underwriter may engage other broker-dealers and/or their
registered representatives to participate in the sale and distribution of the
Variable Contracts on terms and conditions which may differ from the terms and
conditions of this Agreement. The Dealer understands that Dealer has no
authority to start any legal proceedings on Underwriter's or Issuer's behalf or
in their names or to incur any expenses or obligations in the name of the
Underwriter or Issuer, and Dealer agrees to indemnify and save the Underwriter
and Issuer harmless from any and all expenses or obligations incurred by Dealer
in the name of the Underwriter or Issuer for which Dealer is responsible. Dealer
agrees to pay all expenses incurred by Dealer in connection with Dealer's work.
16. SECTION HEADINGS. The titles of the sections and
paragraphs of this Agreement are for convenience only and shall not in any way
affect the interpretation of any provision or condition of this Agreement.
17. COUNTERPARTS. This Agreement may be executed in
counterparts which, taken together, shall constitute the whole of the Agreement
as between the parties.
18. NOTICE. Any notice to be given to a party hereto pursuant
to this Agreement shall be in writing, addressed to such party at the address of
such party set forth in the preamble hereof, or such other address as such other
party may from time to time designate in writing to the party hereto giving
notice. Any notice delivered by the mails, postage fully prepaid, shall be
deemed to have been given five (5) days after mailing or, if earlier, upon
receipt.
19. WAIVER. The Underwriter or Issuer may choose from time to
time not to enforce a provision of this Agreement or one of its rules. This does
not mean that it has waived
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the right to enforce it in the future. Also, it does not mean that it ratifies
or consents to those actions of the Dealer which are not in accord with this
Agreement or its rules.
20. AMENDMENT. This Agreement may not be amended except by
written agreement by the parties hereto.
21. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Minnesota.
DEALER:
---------------------------------------------------------------
(Name)
---------------------------------------------------------------
(Street Address)
---------------------------------------------------------------
(City) (State) (Zip)
---------------------------------------------------------------
(Tax Identification Number)
By
-----------------------------------------------------------
(Signature)
Name (Print)
--------------------------------------------------
Title
--------------------------------------------------------
SECURIAN FINANCIAL SERVICES, INC.
By
--------------------------------------------------
(Signature)
Name (Print)
----------------------------------------
Title Date: , 2002
---------------------------------------------- --------------------------------------
MINNESOTA LIFE INSURANCE COMPANY
By
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(SIGNATURE)
Name (PRINT)
----------------------------------------
Title Date: , 2002
---------------------------------------------- --------------------------------------
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APPENDIX A
TO THE
DEALER SELLING AGREEMENT
BETWEEN
SECURIAN FINANCIAL SERVICES, INC., MINNESOTA LIFE INSURANCE COMPANY
AND ___________________
DATE OF THIS APPENDIX A: ____________, 2002
The Variable Contracts covered by this Agreement shall include the following:
Variable Life Insurance Policies
Variable Adjustable Life
Variable Adjustable Life Second Death
Variable Adjustable Life - Horizon
Variable Annuity Contracts
Adjustable Income Annuity
MegAnnuity
MultiOption Classic Annuity
MultiOption Achiever Annuity
APPENDIX B
SCHEDULE OF DEALER COMPENSATION
ON
VARIABLE ADJUSTABLE LIFE POLICIES
During the term of this Agreement and while a Registered Representative of the
Dealer named on Appendix C continues to be the agent named by the Policyholder,
Dealer shall receive the Dealer Commissions and other compensation described
below for policies sold pursuant to this Agreement.
DEALER COMMISSIONS:
A. First-Year Commissions (as percentage of earned first-year premiums)
Commission Rate*
50%
*Target Premium Definition--50% first-year commission rate applies to
premium up to whole life plan of insurance. Premiums in excess receive
a 4% first-year commission.
B. Renewal Commissions during second through tenth policy years (as
percentage of earned renewal premiums during such years)
Renewal Commission Rate
4%
BONUSES AND SERVICE FEES:
Bonuses and service fees attributable to the policies, if any, shall be paid in
accordance with the terms set forth in the standard Minnesota Life Agent's
Contract, a copy which has been provided to Dealer and is incorporated herein by
reference.
No bonus or service fees shall be paid to Dealer with respect to any policy sold
by a registered representative of Dealer who, at the time of calculation of such
amount, is not then an agent of Minnesota Life, nor shall any such policy, its
persistency, premiums or commissions otherwise payable in connection therewith
be included in the calculation of bonuses or service fees, if any, due Dealer.
VAL - 1
SCHEDULE OF DEALER COMPENSATION
ON
VARIABLE ADJUSTABLE LIFE SECOND DEATH POLICIES
During the term of this Agreement and while a Registered Representative of the
Dealer named on Appendix C continues to be the agent named by the Policyholder,
Dealer shall receive the Dealer Commissions and other compensation described
below for policies sold pursuant to this Agreement.
DEALER COMMISSIONS:
A. First-Year Commissions (as percentage of earned first-year premiums)
Commission Rate*
40%
*Target Premium Definition--40% first-year commission rate applies to
premium up to whole life plan of insurance. Premiums in excess receive
a 2% first-year commission.
B. Renewal Commissions during second through tenth policy years (as
percentage of earned renewal premiums during such years)
Renewal Commission Rate
3%
BONUSES AND SERVICE FEES:
Bonuses and service fees attributable to the policies, if any shall be paid in
accordance with the terms set forth in the standard Minnesota Life Agent's
Contract, a copy which has been provided to Dealer and is incorporated herein by
reference.
No bonus or service fees shall be paid to Dealer with respect to any policy sold
by a registered representative of Dealer who, at the time of calculation of such
amount, is not then an agent of Minnesota Life, nor shall any such policy, its
persistency, premiums or commissions otherwise payable in connection therewith
be included in the calculation of bonuses or service fees, if any, due Dealer.
VAL-SD - 1
APPENDIX B
SCHEDULE OF DEALER COMPENSATION
ON
VARIABLE ANNUITY CONTRACTS
During the term of this Agreement and while a Registered Representative of the
Dealer named on Appendix C continues to be the agent named by the Policyholder,
Dealer shall receive the Dealer Commissions and other compensation described
below for variable annuity contracts sold pursuant to this Agreement. Service
fees, if any, will be paid provided a Registered Representative of the Dealer
named on Appendix C continues to service the contract to the satisfaction of the
Issuer.
I. DEALER COMMISSIONS
A. Commissions for MultiOption Flex and Single Annuity and
MultiOption Classic.
A commission of 3.0% of the amount of each purchase payment
received under the Contract.
B. Commissions for MultiOption Select:
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Cumulative Contribution Amount Rate of commissions
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$ 25 - 499,999 3.00%
$ 500,000 - 749,999 2.75%
$ 750,000 - 999,999 2.50%
$1,000,000 - 1,499,999 2.25%
$1,500,000 - 1,999,999 2.00%
$2,000,000 - 2,499,999 1.75%
$2,500,000 - 2,999,999 1.50%
$3,000,000 - 3,999,999 1.25%
$4,000,000 - 5,000,000 1.00%
$5,000,000+ 0.00%
Annuity - 1
C. Commissions for MultiOption Achiever:
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Commission Rate Commission
if all-up- Rate if
front Trailing
commission Commission
Cumulative Contribution Amount elected elected
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$ 25 - 499,999 3.75% 3.00%
$ 500,000 - 749,999 3.50% 2.75%
$ 750,000 - 999,999 3.25% 2.50%
$1,000,000 - 1,499,999 3.00% 2.25%
$1,500,000 - 1,999,999 2.75% 2.00%
$2,000,000 - 2,499,999 2.50% 1.75%
$2,500,000 - 2,999,999 2.25% 1.50%
$3,000,000 - 3,999,999 2.00% 1.25%
$4,000,000 - 5,000,000 1.75% 1.00%
$5,000,000+ 0.00% 0.00%
D. Commissions for Adjustable Income Annuity:
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Cumulative Contribution Amount Rate of commissions
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$ 25 - 499,999 3.00%
$ 500,000 - 749,999 2.75%
$ 750,000 - 1,000,000 2.50%
$1,000,000.01 - 1,499,999 2.25%
$ 1,500,000 - 1,999,999 2.00%
$ 2,000,000 - 2,499,999 1.75%
$ 2,500,000 - 2,999,999 1.50%
$ 3,000,000 - 3,999,999 1.25%
$ 4,000,000 - 5,000,000 1.00%
over $5,000,000 0.00%
E. Trailing Commissions for eligible MultiOption and Adjustable
Income Annuities
Trailing commissions on each of MultiOption and Adjustable
Income Annuities are payable in an amount equal to .03125% of
Qualifying Accumulation Values for which trailing commissions
have been elected and Cash Values respectively, at the end of
each calendar quarter (.125% annually); provided, that such
trailing commissions will not be paid unless the aggregate of
all Qualifying Accumulation Values, as of the end of the
quarter for which such trailing commissions are determined, is
at least $100,000.
"Qualifying Accumulation Values" means, with respect to each
MultiOption annuity contract included in your Variable Annuity
Business, all separate account accumulation values held under
such contract; provided, that the separate account
Annuity - 2
accumulation values held under any contract shall not be
Qualifying Accumulation Values unless such separate account
accumulation values are at least:
SINGLE PREMIUM CONTRACTS
$10,000
FLEXIBLE PAYMENT CONTRACTS
$15,000 in contract years 1-5
$25,000 in contract years 6-10
$35,000 in contract years 11 and later
ADJUSTABLE INCOME ANNUITY
$10,000 Cash Value
Trailing commissions will be calculated and paid one month
following the end of each quarter. No trailing commissions
will be paid after an Agent's relationship has been
terminated.
F. Commissions for MegAnnuity
A trail commission in an amount equal to .05% of the
accumulation value in excess of $5 million, excluding values
in Maturing Government Bond Portfolios, held in each Contract
at the end of each calendar quarter (.20% annually), for
contracts issued prior to July 14, 1999.
Trailing commissions will be calculated and paid one month
following the end of each quarter. No trailing commissions
will be paid after the agency relationship has been
terminated.
II. COMMISSIONS ON ANNUITIZATION BUSINESS
Commissions will be credited on annuitization business (except
MultiOption Select, Form 94-9307), and MultiOption Achiever, Form
99-70017 if the values have been held by Minnesota Life in a deferred
annuity for at least five (5) years. If those values have been held by
Minnesota Life in a deferred annuity for 60 months through 119 months,
1.5% of those values will be credited. If the values have been held by
Minnesota Life in a deferred annuity for 120 months or more, 3.0% of
those values will be credited. In calculating this commission, any new
contributions made within the last two (2) years will not be
considered.
On Multi-Option Select and MultiOption Achiever, commissions will be
credited on annualization business as follows:
(i) 3.0% commissions will be credited on all gains annuitized
(ii) Contributions held in contract for 60 months through 119
months, 1.5% of values will be credited
Annuity - 3
(iii) Contributions held in contract for 120 months or more, 3.0% of
values will be credited.
III. COMMISSION ADJUSTMENT BALANCE
If after all commission adjustments have been made, a balance is due
the Underwriter, a charge-back equal to the outstanding balance will be
made against future commission payments, until all negative amounts
have been recovered.
IV. BONUSES AND SERVICE FEES
Bonuses and service fees attributable to the contracts, if any, shall
be paid in accordance with the terms set forth in the standard
Minnesota Life Agent's Contract, a copy which has been provided to
Dealer and is incorporated herein by reference.
No bonus or service fees shall be paid to Dealer with respect to any
contract sold by a registered representative of Dealer who, at the time
of calculation of such amount, is not then an agent of Minnesota Life,
nor shall any such contract, its persistency, premiums or commissions
otherwise payable in connection therewith be included in the
calculation of bonuses or service fees, if any, due Dealer.
Annuity - 4
APPENDIX C
REGISTERED REPRESENTATIVES OF THE DEALER
WHO ARE ALSO APPOINTED AGENTS OF THE ISSUER
C-1
