1
EXHIBIT A. (3)(a)
DISTRIBUTION AGREEMENT
AGREEMENT made this ____ day of __________, ____, between and among
Northstar Life Insurance Company, a New York corporation ("Northstar Life"), and
Ascend Financial Services, Inc., a Minnesota corporation ("Distributor").
WITNESSETH:
WHEREAS, Northstar Life, a wholly-owned subsidiary of Minnesota Life
Insurance Company, is the depositor of Northstar Life Variable Universal Life
Account (the "Account"); and
WHEREAS, Northstar 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 Advantus Capital
Management, Inc., which is in turn a wholly-owned subsidiary of Minnesota Life
Insurance 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 Northstar 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 Northstar 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
2
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. Northstar 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 Northstar 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. Northstar 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. Northstar 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. Northstar 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. Northstar 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 Northstar 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,
Northstar 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 Northstar Life for
allocation to the Account in accordance with the contracts and any prospectus
with respect to the contracts.
7. Northstar 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
Northstar 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 Northstar Life the following
amounts:
2
3
(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 Northstar Life.
9. As compensation for its services performed and expenses incurred
under this Agreement, Northstar 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 Northstar 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. Northstar 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 Northstar Life under this
Agreement are not deemed to be exclusive and the Distributor and Northstar 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
Northstar Life, so long as the services of the Distributor and Northstar 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
3
4
NORTHSTAR LIFE
INSURANCE COMPANY
Witness: By:
-------------------------- -------------------------------------
Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxx
Secretary President and Chief Executive Officer
ASCEND FINANCIAL SERVICES, INC.
Witness: By:
--------------------------- -------------------------------------
Xxxxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxx
Vice President President
4
