MINNESOTA LIFE MINNESOTA LIFE INSURANCE COMPANY
xxx.xxxxxxxxxxxxx.xxx
Variable Products are distributed by
Securian Financial Services, Inc.
Variable Contract Securities Dealer, Member NASD/BIPC.
Broker-Dealer Sales Agreement 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, XX 00000-0000
0.000.000.0000
This Broker-Dealer Sales Agreement ("Agreement") is effective as of the ____ day
of _____________, 200__, by and among Minnesota Life Insurance Company
("Company"), Securian Financial Services, Inc. ("Distributor"), a broker-dealer
registered with the Securities and Exchange Commission ("SEC") under the
Securities and Exchange Act of 1934 ("1934 Act") and a member of the National
Association of Securities Dealers, Inc. ("NASD") and Xxxxxxx & Xxxx, Inc.
("Broker-Dealer"), which is also a broker-dealer registered with the SEC under
the 1934 Act and a member of the NASD, and any and all undersigned insurance
agency affiliates ("Affiliates") of Broker-Dealer.
WHEREAS, Company offers certain variable life insurance policies and/or variable
annuity contracts, listed on Schedule A hereto as the same may be amended from
time to time, which are deemed to be securities under the Securities Act of 1933
(the "Contracts"); and
WHEREAS, Distributor is the principal underwriter of the Contracts; and
WHEREAS, Broker-Dealer is a broker-dealer engaged in the sale of securities and
other investment products, including variable insurance products; and
WHEREAS, in those states requiring an insurance agency to be involved in the
offering of the Contracts, Broker-Dealer has entered into an agreement with
Affiliates to act on its behalf in the capacity of insurance agencies; and
WHEREAS, Company and Distributor, in their individual capacities, proposes to
authorize Broker-Dealer and any undersigned Affiliates, acting through
registered representatives who are associated persons of Broker-Dealer and
appointed by Company as individual insurance agents ("Registered
Representatives"), to solicit sales of the Contracts and ongoing premium and
purchase payments to the Contracts;
NOW THEREFORE, in consideration of the premises and mutual covenants contained
in this Agreement, including the Schedule(s) as amended from time to time, the
parties agree to the following:
I. APPOINTMENT AND AUTHORIZATION
Company and Distributor hereby authorize and appoint Broker-Dealer, and
any Affiliate, to solicit sales of the Contracts and ongoing premium and
purchase payments in all states where Company is authorized to do business and
where Broker-Dealer or Affiliate is properly licensed and appointed on a
non-exclusive basis. Broker-Dealer and Affiliate accept such appointment and
authorization, and each agrees to: (a) use its best efforts to find purchasers
of the Contracts that satisfy Company's issue requirements; (b) provide ongoing
service to such purchasers; and (c) where appropriate, make appropriate efforts
to conserve and retain Contracts that are with Company.
II. LIMITATION OF AUTHORITY
Broker-Dealer and Affiliate have the authority to represent Distributor
and Company with respect to the Contracts only to the extent expressly granted
in this Agreement and any amendments hereto. Broker-Dealer (or Affiliate) and
any Registered Representatives shall not hold themselves out to be employees of
Company or Distributor in any dealings with the Public. Broker-Dealer (or
Affiliate) and any Registered Representatives shall be independent contractors
as to Distributor and Company. Nothing contained herein is intended to create a
relationship of employer and employee between Broker-Dealer (or Affiliate) and
Distributor or Company or between Registered Representatives and Distributor or
Company.
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III. REPRESENTATIONS AND WARRANTIES
(a) BROKER-DEALER AND AFFILIATE. Broker-Dealer and Affiliate each
represents and warrants as follows:
(1) Broker-Dealer and Affiliate each represents and warrants that it
and the officers signing this Agreement have full power and authority to enter
into this Agreement, and that this Agreement has been duly executed by them and
constitutes a legal, valid and binding agreement.
(2) Broker-Dealer represents and warrants that it is, and at all
times when performing its functions and fulfilling its obligations under this
Agreement will be, a registered broker-dealer under the 1934 Act, a member in
good standing of the NASD, and is registered as a broker-dealer under state law
to the extent necessary to perform the duties described in this Agreement.
Broker-Dealer will notify Distributor immediately, in writing, if such
registration is terminated or suspended, and shall take all reasonable actions
to reinstate such registration. Broker-Dealer further represents and warrants to
Company that an Affiliate is a properly licensed insurance agency in each
jurisdiction in which such licensing is required for purposes of receiving
compensation in connection with the Contracts.
(3) Affiliate represents and warrants to Company that Affiliate is,
and at all times when performing its functions and fulfilling its obligations
under this Agreement will be, a properly licensed insurance agency in each
jurisdiction in which such licensing is required for purposes of soliciting
sales of the Contracts and receiving compensation in connection with the
Contracts and for ongoing premiums or purchase payments thereon.
(4) Broker-Dealer represents and warrants that its Registered
Representatives who will be soliciting applications for the Contracts are and
will continue to be duly registered representatives associated with
Broker-Dealer and that they will be representatives in good standing with
accreditation as required by the NASD to sell the Contracts. Registered
Representatives shall also have and maintain any required variable contract or
other insurance license necessary for the sale of Contracts.
(5) Broker-Dealer represents and warrants that it will comply with
all rules and regulations of the SEC and NASD governing the sale of the
Contracts and with all applicable state insurance laws, rules and regulations.
Broker-Dealer further represents and warrants that it has in place and at all
times during the term of this Agreement will maintain an adequate system to
supervise the activities of its Registered Representatives and associated
persons as required by NASD Conduct Rule 3010, as amended or interpreted from
time to time, and that it is solely responsible for supervising the activities
of its Registered Representatives and other associated persons in connection
with the offer and sale of the Contracts or the conduct of business under this
Agreement. Broker-Dealer and Affiliate each represents and warrants that it will
comply with all other applicable state and federal laws and the rules and
regulations of governmental or regulatory agencies affecting or governing the
sale of the Contracts including, but not limited to, those of the Department of
Labor in connection with the sale of Contracts deemed subject to the Employee
Retirement Income Security Act, and with all applicable rules and administrative
procedures of the Company.
(6) Broker-Dealer represents and warrants that it has in place and
will maintain at all times during the term of this Agreement, suitable and
adequate 'know your customer' policies and procedures, including comprehensive
programs to ensure compliance with (A) all applicable anti-money laundering
laws, regulations, rules and government guidance, including the reporting,
recordkeeping and compliance requirements of the Bank Secrecy Act, as amended by
The International Money Laundering Abatement and Financial Anti-Terrorism Act of
2002, Title III of the USA PATRIOT Act, its implementing regulations and related
SEC and NASD rules, and (B) the economic sanctions programs administered by the
U.S. Treasury Department's Office of Foreign Assets Control. Broker-Dealer
agrees to provide Company or Distributor copies of such policies and procedures
and otherwise to cooperate with Company's or Distributor's due diligence
policies, which may include annual certifications by Broker-Dealer, periodic
reviews of Broker-Dealer or other requests deemed necessary to ensure that
Distributor and Company are also in compliance with such laws and regulations as
they relate to the Contracts or the conduct of business under this Agreement.
(b) COMPANY AND DISTRIBUTOR. Company and Distributor each represents and
warrants as follows:
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(1) Company and Distributor each represent and warrant that they and
the officers signing this Agreement have full power and authority to enter into
this Agreement, and that this Agreement has been duly executed by them and
constitutes a legal, valid and binding agreement.
(2) Distributor represents and warrants that it is a registered
broker-dealer under the 1934 Act, a member in good standing of the NASD, and is
registered as a broker-dealer under state law to the extent necessary to perform
under this Agreement.
IV. LICENSING AND APPOINTMENT OF REGISTERED REPRESENTATIVES
(a) DESIGNATION OF REGISTERED REPRESENTATIVES. Company hereby authorizes
Broker-Dealer and, where appropriate, Affiliate, to designate Registered
Representatives who are associated persons of Broker-Dealer for appointment by
Company as individual insurance agents, for the purpose of soliciting sales of
the Contracts. Broker-Dealer and Affiliate shall not recommend a Registered
Representative for appointment by Company unless such Registered Representative
is duly licensed as an insurance agent in the state(s) in which it is proposed
that such Registered Representative will solicit sales of the Contracts.
Registered Representatives must specify with each Contract application, the
Broker-Dealer and Affiliate on whose behalf the application has been solicited.
If a Registered Representative is no longer to be treated as the agent of record
on a Contract, Broker-Dealer must immediately notify Company in writing and,
within thirty (30) business days of such notice, identify a Registered
Representative of Broker-Dealer who will act as the substitute agent of record.
(b) APPOINTMENT BY COMPANY. Company shall appoint Registered
Representatives designated by Broker-Dealer, except that Company, at its
reasonable discretion, reserves the right to refuse to appoint any Registered
Representative or, once appointed, to terminate or refuse to renew any
Registered Representative's appointment with Company. Company shall pay only
those costs of initial and renewal appointments which are in accordance with
Company's internal policies regarding the payment of such appointment costs, as
amended from time to time by Company. By written notice to Broker-Dealer,
Company may require Broker-Dealer to cause Registered Representatives to cease
soliciting Contracts and additional premiums or purchase payments thereon on
behalf of Company or require Broker-Dealer to cancel the appointment by Company
of any Registered Representatives.
(c) NOTICE OF DISCIPLINE, SUSPENSION OR TERMINATION. Broker-Dealer shall
notify Company in writing within a reasonable time after any Registered
Representative appointed by Company ceases to be a Registered Representative of
Broker-Dealer, is disciplined or suspended by the NASD or by Broker-Dealer, is
placed under heightened or other special supervision by Broker-Dealer, or ceases
to be properly licensed or is the subject of a disciplinary proceeding in any
state.
(d) DUE DILIGENCE ON REGISTERED REPRESENTATIVES. Broker-Dealer and
Affiliate represent, warrant and certify that, on their own behalf, and as agent
on behalf of Company, each: (1) has performed due diligence in compliance with
state law and has duly investigated and performed a thorough background check
into the character and fitness of any Registered Representatives designated for
appointment by Company; (2) is not aware of any felony or misdemeanor
convictions of such Registered Representatives in the last 10 years arising out
of conduct involving embezzlement, fraudulent conversion or misappropriation of
funds or securities, or involving violations of Sections 1341, 1342, or 1343 of
Title 18 of the United States Code or any subsequent amendments thereto; and (3)
is satisfied that each such Registered Representative that Broker-Dealer or
Affiliate has designated is trustworthy, financially responsible, in good
business standing and competent for appointment to act as an individual
insurance agent of Company. Upon request, Broker-Dealer and Affiliate agree, to
the extent permitted by law, to provide Company with copies of any and all
background check reports and any additional documentation in connection with the
investigation into the background of the designated Registered Representative.
Broker-Dealer and Affiliate affirm that in conducting such due diligence, they
have acted or will act as agents on behalf of Company.
(e) AUTHORITY OF REGISTERED REPRESENTATIVES. Registered Representatives
who are duly licensed as insurance agents and appointed by Company shall have
authority to solicit sales of the Contracts and additional premiums and purchase
payments thereon.
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(f) ASSISTANCE BY BROKER-DEALER WITH APPOINTMENTS. Broker-Dealer and
Affiliate agree to assist Company in appointing insurance licensed Registered
Representatives under applicable state insurance laws. Broker-Dealer and
Affiliate also agree to comply with Company's requirements regarding the
submission of licensing or other appointment documentation for proposed
Registered Representatives.
V. BROKER-DEALER AND AFFILIATE OBLIGATIONS
(a) TRAINING AND SUPERVISION. Broker-Dealer has sole responsibility for
the training and supervision of all Registered Representatives and any other
persons associated with Broker-Dealer or Affiliate who are engaged, directly or
indirectly, in the offer or sale of the Contracts. Broker-Dealer shall, during
the term of the Agreement, establish and implement reasonable rules and
procedures for periodic inspection and diligent supervision of all sales
practices of its Registered Representatives and associated persons, including
procedures for monitoring ongoing compliance by such individuals with applicable
NASD rules and federal and state laws, rules and regulations. Upon request by
Company or Distributor, Broker-Dealer shall furnish in a timely fashion any
records or other documentation evidencing such diligent supervision.
Broker-Dealer shall be solely responsible for all acts and omissions of each
Registered Representative, and neither Company or Distributor shall incur any
liability or have any responsibility for the supervision of Registered
Representatives.
(b) SOLICITATION AND DELIVERY OF CONTRACTS. Before Registered
Representatives begin soliciting sales of the Contracts, and continuously
thereafter, Broker-Dealer and Affiliate must ensure that the Registered
Representatives are: (1) an associated person of Broker-Dealer; (2) licensed,
registered or otherwise qualified under applicable federal and state laws to
engage in such activities and any applicable NASD registration; and (3) trained
in the sale of the such Contracts. Broker-Dealer must also ensure that its
Registered Representatives only solicit sales of the Contracts in states where
the Contracts are approved for sale in accordance with applicable state and
federal laws. Broker-Dealer shall be notified by Company or Distributor of the
availability of the Contracts in each state.
Broker-Dealer and Affiliate shall review all applications, enrollment forms or
other forms seeking Contracts, additional coverage or reinstatement of coverage
under a Contract for completeness and accuracy. Broker-Dealer will promptly, but
in no case later than the end of the next business day following receipt by
Broker-Dealer or a Registered Representative, forward to Company all complete
and correct applications, forms and other required documentation, together with
any payments received with the such forms, without deduction for compensation
due hereunder to Broker-Dealer or any Affiliate.
All requests for Contracts, additional coverage, or reinstatement of coverage
are subject to Company's acceptance. Company reserves the right, in its sole
discretion, to reject any such request and refund or return any payment made
thereon. Company also reserves the right to prescribe conditions, rules, and
regulations for the offer and acceptance of its Contracts, including additional
coverage thereon or reinstatement of coverage, which may be changed from time to
time. Company will forward changes to such conditions, rules, and regulations to
Broker-Dealer or Affiliate at their last known mailing address.
Company will forward Contracts, once issued, to Broker-Dealer for delivery to
the Contract owner according to procedures established by Company, unless
Company and Broker-Dealer have agreed that Contracts will be forwarded directly
to Registered Representatives for delivery to the Contract owner. Broker-Dealer
or Registered Representative shall deliver each such Contract to the respective
Contract owner within the five (5) business days after receipt by Broker-Dealer
or Registered Representative. Broker-Dealer shall be liable to Company for any
loss incurred by Company (including consequential damages and regulatory
penalties) due to any delay by Broker-Dealer or its Registered Representative in
delivering such Contract. Notwithstanding the above obligation, Company reserves
the right to transmit Contracts and other documentation directly to the Contract
owner.
(c) NO MISREPRESENTATION OR CHURNING. Broker-Dealer, its Registered
Representatives, and Affiliate, in connection with soliciting sales of the
Contracts or soliciting additional premiums, purchase payments, or other
transactions under a Contract, shall not give any information or make any
representations or statements concerning the Contracts which are materially
misleading or omit to state material facts necessary in order to make the
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statements made not misleading, or which are not contained in or otherwise
consistent with information or representations contained in the prospectus,
statement of additional information and registration statement for the
Contracts, or in reports or proxy statements thereof, or in promotional, sales
or advertising material or other information supplied and approved in writing by
Company for such use. Broker-Dealer, its Registered Representatives, and
Affiliate may not modify or represent that they may modify any such prospectus,
statement of additional information, registration statement, Contract,
promotional, sales or advertising materials.
Neither Broker-Dealer nor any Registered Representative shall make any
misrepresentation or incomplete comparison of products for the purpose of
inducing a customer to lapse, forfeit or surrender customer's current insurance
in favor of purchasing a Contract.
(d) PROSPECTUS DELIVERY AND SECURITIES SUITABILITY REQUIREMENTS.
Broker-Dealer shall ensure that its Registered Representatives comply with the
prospectus delivery requirements under the Securities Act of 1933. In addition,
Broker-Dealer shall ensure that its Registered Representatives shall not make
recommendations to an applicant to purchase a Contract in the absence of
reasonable grounds to believe that the purchase is suitable for such applicant,
in accordance with the suitability requirements of the 1934 Act and NASD Conduct
Rule 2310 as the same may be amended or interpreted from time to time.
Broker-Dealer shall ensure that each application is completed with a Registered
Representative's report indicating suitability, including any required and
necessary customer information, and is subjected to a review process in
compliance with NASD Conduct Rule 3010, as the same may be amended or
interpreted from time to time. Each application shall bear evidence of approval
by one of Broker-Dealer's principals, indicating that it has been reviewed and
approved for suitability.
(e) INSURANCE SUITABILITY AND REPLACEMENT. Broker-Dealer and Affiliate
shall ensure that Registered Representatives shall not make recommendations to
purchase a Contract except in accordance with the suitability requirements set
forth in any state insurance law or regulation governing the offer and sale of
the Contracts.
Broker-Dealer and Affiliate shall also establish and maintain a system of
supervision and control to ensure that they and the Registered Representatives
are in compliance with the requirements of all state insurance regulations
governing the replacement of variable life insurance policies and variable
annuity contracts. Such system of supervision and control shall include, at a
minimum, procedures to (1) inform Registered Representatives of the requirements
of such replacement regulations; (2) provide to each Registered Representative a
written statement of the Broker-Dealer's position with respect to the
acceptability of replacements, including guidance as to the circumstances in
which replacement transactions are appropriate; (3) review the appropriateness
of each replacement transaction; and (4) ensure compliance by Registered
Representatives with Company's replacement policies and procedures as
communicated to Broker-Dealer and Affiliate by Company.
(f) ADVERTISING AND PROMOTIONAL MATERIAL. Broker-Dealer, its Registered
Representatives, and Affiliate shall not use or distribute, in writing or
electronically, any advertisement or sales literature, as defined in Section
2210 of the NASD Conduct Rules or applicable state insurance law, relating to
the Contracts, unless the specific item has been provided by Company or
Distributor or has first been approved for use in writing by Company or
Distributor. Company and Distributor reserve the right to recall any material
provided by them at any time for any reason, and Broker-Dealer and Affiliate
shall promptly comply with any such request for the return of material and shall
not use any such material thereafter. Additionally, Broker-Dealer and Affiliate
must return all manuals, forms, supplies, and any other properties furnished by
Company or Distributor immediately upon termination of this Agreement.
Broker-Dealer, its Registered Representatives, and Affiliate shall also comply
with IM-2210-2 of the NASD Conduct Rules regarding communications with the
public about the Contracts.
Broker-Dealer and Affiliate are responsible for supervising and reviewing
Registered Representatives' use of sales literature and advertising and all
other communications with the public related to the Contracts. No sales
solicitation, including the delivery of supplemental sales literature or other
materials, shall occur, be delivered to, or used with a prospective purchaser
unless accompanied or preceded by the appropriate then current Contract
prospectus (including any required prospectuses for underlying investment
funds), unless such material is not required to be so presented.
(g) RECORD KEEPING. Broker-Dealer is responsible for maintaining the
records of its Registered Representatives. Broker-Dealer shall maintain such
other records as are required of it by applicable laws and
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regulations. The books, accounts and records maintained by Broker-Dealer that
relate to the sale of the Contracts, or dealings with the Company and
Distributor with regard to Contracts, shall be maintained so as to clearly and
accurately disclose the nature and details of each transaction.
Each party hereto shall have the right, during normal business hours and upon
ten (10) days prior written notice, to audit and inspect the books and records
of another party relating solely to the sale of the Contracts. Such books and
records will be complete and kept at such party's principal place of business in
a good and legible condition for the period prescribed by applicable laws and
regulations, during which time this audit right shall continue.
(h) REFUND OF COMPENSATION. Broker-Dealer and Affiliate each agrees to
repay Company the total amount of any compensation which may have been paid to
it within thirty (30) business days of notice of the request for such refund
should Company for any reason return any premium or purchase payment on a
Contract which was solicited by a Registered Representative of Broker-Dealer.
Company shall have the right to offset any such compensation required to be
refunded against amounts otherwise payable hereunder by Company.
(i) PREMIUM PAYMENTS AND COLLECTION. All premium or purchase payments
(hereinafter collectively referred to as "Payments") are the property of Company
and shall be transmitted to Company by Broker-Dealer or Affiliate immediately
upon receipt by Broker-Dealer or Affiliate or any Registered Representative in
accordance with Company's administrative procedures. Unless there is a separate
written agreement in effect between Company and Broker-Dealer or Affiliate
authorizing the netting of compensation payable by Company hereunder,
Broker-Dealer or Affiliate may not deduct from or offset against any Payment the
amount of any compensation claimed hereunder by Broker-Dealer or Affiliate.
CUSTOMER CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "MINNESOTA LIFE INSURANCE
COMPANY" unless otherwise authorized by Company. Company reserves the right to
reject and return any Payment for any reason. Broker-Dealer only has the
authority to collect initial Payments unless otherwise specifically set forth in
the applicable commission schedule attached hereto.
(j) CONTRACT NAMES. Each party shall notify the others promptly in writing
of any and all allegations or claims by third parties of which it may become
aware that the use of any Contract's name infringes any trademark or service
xxxx, violates any property right of a third party, or violates or is contrary
to any law, regulation, order, consent, or the like.
VI. COMPANY AND DISTRIBUTOR OBLIGATIONS
(a) COMPLIANCE. During the term of this Agreement, Company and Distributor
each agrees that, for each Contract marketed hereunder, it will take all actions
which it is required to take in order to comply with all applicable federal and
state laws and regulations and the rules and regulations of all applicable
self-regulatory organizations. Company and Distributor each represents that the
Contracts marketed hereunder, the prospectus for any Contract marketed
hereunder, and all advertising or sales promotional material which it provides
hereunder has been reviewed and approved by its legal and compliance personnel.
(b) APPOINTMENT OF REGISTERED REPRESENTATIVES. Company, subject to its
internal standards and procedures for insurance appointments, including its
right to refuse an appointment for any reason, shall appoint Registered
Representatives designated by Broker-Dealer or Affiliate. Company shall not
terminate its appointment of any Registered Representative for non-production
without prior written notice to Broker-Dealer or Affiliate.
(c) PROSPECTUSES AND PROMOTIONAL MATERIAL. Company or Distributor will
provide Broker-Dealer with reasonable quantities of the currently effective
prospectus for the Contracts and appropriate advertising or sales promotional
material which has been filed with the NASD and applicable state insurance
departments. The Distributor or Company shall maintain advertising or sales
promotional materials on an up-to-date basis and shall notify Broker-Dealer when
any such materials previously approved are withdrawn or are no longer accurate.
"Advertising or sales promotional material" for the purpose of this Agreement
shall include:
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(1) printed and published material, audiovisual material, billboards
and similar displays, descriptive literature used in direct mail, newspapers,
magazines, radio and television scripts;
(2) descriptive literature and sales aids of all kinds including but
not limited to circulars, leaflets, booklets, marketing guides, seminar
material, computer print-outs, depictions, illustrations and form letters;
(3) material used for the training and education of Registered
Representatives which is designed to be used or is used to induce the public to
purchase or retain Contracts; and
(4) prepared sales talks, presentations and material for use by
Registered Representatives.
Any sales or promotional materials developed by one party and delivered to the
other will be owned solely by the party that developed the materials.
Any unused materials furnished by one party to the other shall always remain the
property of the party who furnished such materials and shall be accounted for
and returned to the owner on demand.
(d) COMPENSATION. Company will pay Broker-Dealer, or, if required by law,
Affiliate in accordance with Article VII, as full compensation for all services
rendered by Broker-Dealer or Affiliate in connection with Contracts under this
Agreement, commissions or service fees in the amounts, in the manner and for the
period of time as set forth in the commission schedules attached to this
Agreement as Schedule B and which are in effect as of the date commissions or
service fees are earned on such Contracts.
Company may change the commission schedules attached to this Agreement at any
time upon written notice to Broker-Dealer. Such amended schedules will govern
all subsequent commissions or service fees payable in connection with Contracts
on or after the effective date of the amended schedules.
Company will only compensate Broker-Dealer or Affiliate for those applications
accepted by Company and only after receipt of the required premium by the
Company at Company's Home Office or at such other location as Company may
designate from time to time for its various lines of business. Company will not
compensate Broker-Dealer for any Contract which is tendered for redemption after
acceptance of the application but prior to payment of compensation.
Compensation to the Registered Representatives by Broker-Dealer or Affiliate on
Contracts solicited by the Registered Representatives and issued by Company will
be governed by agreements between Broker-Dealer or Affiliate and the Registered
Representative. Any payment thereof will be the Broker-Dealer's or Affiliate's
sole responsibility.
If there is a change in the Registered Representative of record after the issue
date of a Contract, any subsequent compensation payable in connection with such
Contract will be governed by the compensation option elected by the Registered
Representative of record at the time the Contract was issued.
Broker-Dealer and Affiliate expressly authorize Company to charge against all
compensation due or to become due to Broker-Dealer or Affiliate under this
Agreement any amount paid or liabilities incurred by Company under this
Agreement. Additionally, Company may deduct at any time any indebtedness or
obligation Broker-Dealer or Affiliate owes Company from any monies due under
this Agreement.
Upon termination of this Agreement for any reason, Company will only pay to
Broker-Dealer or Affiliate commissions or other compensation earned prior to the
effective date of termination. No further commissions or other compensation,
including trail compensation, shall thereafter be payable. Company shall not be
obligated to pay any compensation related to Contracts if Broker-Dealer is
disqualified from continued membership with the NASD or registration with the
SEC. In the event that this Agreement terminates for illegal or fraudulent
activities by Broker-Dealer, Company will only pay to Broker-Dealer or Affiliate
commissions or other compensation earned prior to discovery of events requiring
termination. If a Registered Representative is disqualified for failure of
continued registration with the NASD or for failure to continue to hold any
other required license or registration, Company shall not be liable to pay any
commissions or other compensation in connection with Contracts sold by
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such Registered Representative if such payment would constitute a violation of
NASD rules or other applicable laws or regulations.
(e) COMPANY OR DISTRIBUTOR REQUIRED FORMS. Company or Distributor shall
furnish Broker-Dealer with all applications and other forms required by
regulation or by Company or Distributor for use in connection with the sale of
the Contracts under this Agreement.
(f) POLICY INFORMATION. Company shall furnish or cause to be furnished to
Broker-Dealer pending and in-force current customer data and policy information
related to the Contracts.
(g) SOFTWARE. From time to time the Distributor or Company may develop and
make available to Broker-Dealer computer software or related materials
("Software"), in magnetic, written or other form, to be used in connection with
the sale of the Contracts. At the option of the Distributor or Company,
Broker-Dealer or Affiliate shall enter into a separate license agreement with
Company or Distributor to allow Broker-Dealer or Affiliate to use any such
Software on such terms as may be agreed upon at the time. If no separate license
agreement is entered into, Broker-Dealer and Affiliate are hereby granted a
limited, non-exclusive license to utilize such software under the terms provided
with such Software by Company or Distributor.
VII. PAYMENT TO INSURANCE AGENCY AFFILIATE
(a) COMPLIANCE WITH NO-ACTION LETTERS. Broker-Dealer and Affiliate
represent and warrant that they are in compliance with the terms and conditions
of one or more no-action letters issued by the SEC with respect to compensation
paid to an insurance agency associated with a registered broker-dealer where
such insurance agency is not itself registered as a broker-dealer with the SEC.
In reliance on such representation, Company agrees to pay compensation in
connection with the Contracts, that would otherwise be payable to Broker-Dealer,
to the Affiliate that is properly state insurance licensed. Company shall pay
compensation to Affiliate hereunder only with respect to Contracts sold in
states in which Affiliate holds appropriate insurance licenses. Broker-Dealer
and Affiliate represent and warrant that any compensation payable by Company in
connection with the Contracts shall be distributed by Affiliate only to duly
licensed and properly appointed Registered Representatives.
(b) EVIDENCE OF COMPLIANCE. Upon request by Company or Distributor,
Broker-Dealer and Affiliate shall provide written confirmation from their legal
counsel, or other reasonable evidence, that they are in compliance with the
terms and conditions of the applicable no-action letters. Affiliate shall also
provide evidence of its insurance licenses in the states in which it is so
licensed. Broker-Dealer and Affiliate shall notify Distributor immediately in
writing if Broker-Dealer or Affiliate fails to comply with any such terms and
conditions and shall take such measures as may be necessary to comply with any
such terms and conditions.
VIII. TERMINATION
(a) TERMINATION AFTER NOTICE. This Agreement may be terminated at the
discretion of any party by giving thirty (30) days notice, in writing, to the
other parties.
(b) AUTOMATIC TERMINATION. This Agreement shall automatically terminate,
without notice, upon the occurrence of any of the events set forth below:
(1) Upon the bankruptcy or dissolution of Broker-Dealer or
Affiliate(s).
(2) When and if Broker-Dealer or Affiliate(s) commits fraud or gross
negligence in the performance of any duties imposed upon Broker-Dealer or
Affiliate(s) by this Agreement or wrongfully withholds or misappropriates, for
Broker-Dealer's or Affiliate's own use, funds of Company, its policyholders or
applicants.
(3) When and if Broker-Dealer or Affiliate(s) materially breaches
this Agreement or materially violates applicable state insurance or federal
securities laws, rules or regulations, or rules or regulation of a
self-regulated agency or organization.
8
(4) When and if Broker-Dealer or Affiliate(s) fails to obtain
renewal of a necessary license in any jurisdiction, but only as to that
jurisdiction and only until Broker-Dealer or Affiliate(s) renews its license in
such jurisdiction.
(5) When and if Broker-Dealer is disqualified for continued
membership with the NASD or registration with the SEC.
(c) ACCELERATION OF INDEBTEDNESS. The parties agree that on termination of
this Agreement, any outstanding indebtedness to Company, Distributor,
Broker-Dealer or Affiliate shall become immediately due and payable.
(d) PROVISIONS SURVIVING TERMINATION. Articles IX and X shall survive the
termination of this Agreement.
IX. INDEMNIFICATION
(a) INDEMNITY DEFINITIONS. The following definitions shall apply for
purposes of any claim or obligation under this Article IX:
"CLAIM" means any civil, administrative and/or criminal action, claim, suit,
and/or legal proceeding of any kind that is brought against an Indemnitee by a
third party (the "Claimant") unaffiliated with such Indemnitee which arises out
of, is based upon, or otherwise relates to: (1) any breach of any
representation, warranty, covenant, agreement or other obligation of an
Indemnitor contained in this Agreement by an Indemnitor; (2) a violation of
state and/or federal securities or insurance laws, regulations or rules by an
Indemnitor; or (3) negligent action or inaction by an Indemnitor.
"COSTS" means any damages, settlements, judgments, losses, expenses, interest,
penalties, reasonable legal fees and disbursements (including without limitation
fees and costs for investigators, expert witnesses and other litigation
advisors) and other costs incurred by an Indemnitee to investigate, defend or
settle a Claim, except that no settlement payments shall be included in Costs
unless the applicable Indemnitor has given its prior express written consent to
the settlement, which consent shall not be unreasonably withheld. Costs shall
not include any expenses for any investigation or defense of a Claim incurred by
Indemnitee after the date on which Indemnitor gives notice of its election to
assume the defense of such Claim.
(b) PARTIES' LIABILITY. Each party to this Agreement shall be liable to
and shall indemnify the other parties under this Article IX as follows:
(1) Broker-Dealer and Affiliate shall indemnify Distributor and
Company and each of their respective directors, officers, and employees, for any
Costs sustained by Company or the Distributor (including reasonable attorneys'
fees) on account of, arising out of, based upon, or otherwise relating to: (A)
any breach of any representation, warranty, covenant, agreement or other
obligation of Broker-Dealer or Affiliate contained in this Agreement; (B) a
violation of state and/or federal securities or insurance laws, regulations or
rules, or the rules and regulations of any applicable self-regulatory
organizations by Broker-Dealer, any Registered Representative or Affiliate; (C)
negligent action or inaction by Broker-Dealer or Affiliate; or (D) any acts or
omissions by persons employed or appointed by Broker-Dealer or Affiliate,
including any Registered Representative. In any of the foregoing cases
Broker-Dealer and Affiliate shall be an "Indemnitor" as such term is used in
this Agreement and each of the Distributor and the Company, and each of their
directors, officers and employees, as applicable, shall be an "Indemnitee" as
such term is used in this Agreement.
(2) Distributor shall indemnify Broker-Dealer or Affiliate, and its
directors, officers, and employees, for any Costs sustained by Broker-Dealer or
Affiliate (including reasonable attomeys' fees) on account of, arising out of,
based upon, or otherwise relating to: (A) any breach of any representation,
warranty, covenant, agreement or other obligation of Distributor contained in
this Agreement; (B) a violation of state and/or federal securities or insurance
laws, regulations or rules, or the rules and regulations of any applicable
self-regulatory
9
organizations by Distributor; (C) negligent action or inaction by Distributor;
or (D) any acts or omissions of Distributor's employees. In any of the foregoing
cases Distributor shall be an "Indemnitor" as such term is used in this
Agreement and Broker-Dealer and Affiliate, and each of its directors, officers
and employees, as applicable, shall be an "Indemnitee" as such term is used in
this Agreement.
(3) Company shall indemnify Broker-Dealer or Affiliate, and its
directors, officers, and employees, for any Costs sustained by Broker-Dealer or
Affiliate (including reasonable attorneys' fees) on account of, arising out of,
based upon, or otherwise relating to: (A) any breach of any representation,
warranty, covenant, agreement or other obligation of Company contained in this
Agreement; (B) a violation of state and/or federal securities or insurance laws,
regulations or rules, or the rules and regulations of any applicable
self-regulatory organizations by Company; (C) negligent action or inaction by
Company; or (D) any acts or omissions of Company's employees. In any of the
foregoing cases Company shall be an "Indemnitor" as such term is used in this
Agreement and Broker-Dealer and Affiliate, and each of its directors, officers
and employees, as applicable, shall be an "Indemnitee" as such term is used in
this Agreement.
(c) INDEMNIFICATION CLAIM NOTICE AND CASE MANAGEMENT. In the event that
any Claim is brought against any Indemnitee that might require indemnification
from Indemnitors, the Indemnitee promptly shall give notice thereof to each of
the Indemnitors. At any time after such notice, any Indemnitor may deliver to
the Indemnitee its written acknowledgement that Indemnitee is entitled to
indemnification under this Article IX for all Costs associated with the Claim.
The Indemnitors shall thereafter be entitled to assume the defense of the Claim
and shall bear all expenses associated therewith, including without limitation,
payment on a current basis of all previous Costs incurred by the Indemnitee in
relation to the Claim from the date the Claim was brought. After notice from any
Indemnitor to the Indemnitee of an election to assume the defense of any Claim,
the Indemnitee shall not be liable to the Indemnitors for any Costs related to
the Claim. Until such time as Indemnitee receives notice of an Indemnitor's
election to assume the defense of any Claim, Indemnitee may defend itself
against the Claim and may hire counsel and other experts of its choice and
Indemnitors. jointly and severally, shall be liable for payment of counsel and
other expert fees on a current basis as the same are billed.
(d) COOPERATION AND UPDATES. To the extent that an Indemnitee makes a
claim for indemnification against an Indemnitor, Indemnitee and Indemnitor shall
each give the other reasonable access during normal business hours to its books,
records and employees and those books, records and employees within its control
in connection with the Claim for which indemnification is sought hereunder and
shall otherwise cooperate with one another in the defense of any such Claim.
Regardless of which party defends a particular Claim, the defending party shall
give the other parties written notice of any significant development in the case
as soon as practicable, but in any event within five (5) business days after
such development. In no event shall either Indemnitor or Indemnitee be required
to divulge any privileged information
(e) SETTLEMENT. If an Indemnitee is defending a Claim and: (1) a
settlement proposal is made by the Claimant, or (2) the Indemnitee desires to
present a settlement proposal to the Claimant, then the Indemnitee promptly
shall notify the Indemnitors of such settlement proposal together with its
counsel's recommendation and shall request the consent of Indemnitor(s).
Indemnitee, in making such request, shall make available complete access, during
normal business hours, to any and all discovery up to the date of such request.
If the Indemnitee desires to enter into the settlement and less than all of the
Indemnitors consent within five (5) business days (unless such period is
extended, in writing, by mutual agreement of the parties hereto), then
Indemnitors, from the time they fail to consent forward, shall defend the Claim
and shall further indemnify the Indemnitees for all Costs associated with the
Claim which are in excess of the proposed settlement amount even if the same
were not originally covered under this Article IX. If an Indemnitor is defending
a Claim and a settlement requires an admission of liability by Indemnitee or
would require Indemnitee to either take action (other than purely ministerial
action) or refrain from taking action (due to an injunction or otherwise),
Indemnitor may agree to such settlement only after obtaining the express,
written consent of Indemnitee.
(f) INDEMNIFICATION DISPUTES. In the event that there is a dispute between
an Indemnitee and an Indemnitor over whether the Indemnitor is liable for a
Claim, then:
10
(1) Indemnitee shall defend the Claim in accordance with the
provisions of Article IX hereof in the same manner and under the same terms as
though there were no dispute and Indemnitor had failed to elect to defend the
Claim itself and Indemnitee shall have the right to settle such Claim pursuant
to Article IX hereof;
(2) In addition, Indemnitor must advise Indemnitee of such a dispute
and the reasons therefore, in writing, within thirty (30) days after the Claim
is first tendered to Indemnitor, unless the Indemnitee and Indemnitor mutually
agree, in writing, to extend the time; and
(3) The Indemnitee and the Indemnitor shall use good faith efforts
to resolve any dispute as to Indemnitor's indemnification obligation. Should
those efforts fail to resolve the dispute, the ultimate resolution shall be
determined in a de novo proceeding, separate and apart from the underlying Claim
brought by the Claimant, before a court of competent jurisdiction. No finding or
judgment in any litigation on the underlying Claim, except for Cost amounts,
shall be given any weight in the court proceedings on the indemnification issue.
Either party may initiate such proceedings with a court of competent
jurisdiction at any time following the termination of the efforts by such
parties to resolve the dispute (termination of such efforts shall be deemed to
have occurred 30 days from the commencement of the same unless such time period
is extended by the written mutual agreement of the parties). The prevailing
party in such a proceeding shall be entitled to recover reasonable attorneys'
fees, costs and expenses. From and after the date on which responsibility for a
disputed indemnity Claim is resolved: (A) Indemnitor shall continue to pay all
Costs that are determined by the parties or the court, as the case may be, to be
allocable to any such Claim which is determined to be a Claim subject to
indemnity, and (B) Indemnitee shall (i) pay all future Costs that are determined
by the parties or the court, as the case may be, to be allocable to any such
Claim which is determined to be a Claim not subject to indemnity and (ii)
reimburse Indemnitor for all Costs previously paid by Indemnitor which are
allocable to such Claim determined to be a claim not subject to indemnity.
X. GENERAL PROVISIONS
(a) COMPLAINTS AND INVESTIGATIONS. Broker-Dealer and Affiliate agree to
notify Company within a reasonable time after receipt of any Contract owner
complaints or disciplinary proceedings against Broker-Dealer, Affiliate or any
Registered Representatives relating to the Contracts or any threatened or filed
arbitration action or civil litigation arising out of solicitation or servicing
of the Contracts. Broker-Dealer and Affiliate shall also promptly and diligently
investigate all complaints from customers or prospective customers relating to
the conduct of business by Broker-Dealer, Affiliate or any Registered
Representative in connection with the Contracts or the performance of this
Agreement. Additionally, Broker-Dealer and Affiliate shall promptly forward to
Company and Distributor at its Home Office, by certified mail, any notice of
claim, any legal process or notice of claims served on Broker-Dealer or
Affiliate in a suit or proceeding against Broker-Dealer or Affiliate arising out
of the conduct of business under this Agreement.
Broker-Dealer and Affiliate shall cooperate with Company and Distributor in (1)
investigating and responding to any customer complaint, attorney demand, or
inquiry from state insurance departments or other regulatory agencies or
legislative bodies received by Company or Distributor, and (2) any settlement or
trial of any actions involving Company or Distributor, where such complaint,
demand, inquiry or action arises in any respect out of the conduct of business
under this Agreement.
Any response by Broker-Dealer or Affiliate to an individual Contract owner
complaint arising out of the conduct of business under this Agreement that
references, implies or suggests any material deficiency or omission, or breach
of duty by Company or Distributor, must be sent to Company or Distributor, as
applicable, for their approval before being sent to the Contract owner. Such
responses to Contract owner complaints must be sent to Company or Distributor,
as applicable, not less than five (5) business days before being sent to the
Contract owner, except that if a more prompt response is required, the proposed
response may be communicated to Company or Distributor by telephone, facsimile
or in person.
Failure to comply with Company's or Distributor's procedures for notification,
investigation and response to Contract owner complaints by Broker-Dealer,
Affiliate, or any Registered Representatives may be grounds for immediate
termination of this Agreement.
11
(b) WAIVER. The failure of any party hereto to enforce any provisions of
this Agreement shall not constitute a waiver of any such provision. The past
waiver of a provision by any party hereto shall not constitute a course of
conduct or a waiver in the future of that same provision.
(c) ASSIGNMENT. No assignment of this Agreement, or commissions payable
hereunder shall be valid unless authorized in writing by each of the
non-assigning parties. Every assignment should be subject to any indebtedness
and obligation of the assigning party that may be due or become due to
non-assigning parties and any applicable state insurance regulations pertaining
to such assignments.
(d) OFFSET. Broker-Dealer and Affiliate expressly authorize Company or
Distributor to deduct from any monies due under this Agreement every
indebtedness or obligation of Broker-Dealer or Affiliate to Company, Distributor
or to any affiliates of Company or Distributor under this Agreement.
(e) PRIOR AGREEMENTS. This Agreement terminates all previous agreements,
if any, between Company, Distributor, Broker-Dealer and Affiliates directly
related to the Contracts. However, the execution of this Agreement shall not
affect any obligations which have already accrued under any prior agreement or
any past, present or future obligations under agreements not directly relating
to the Contracts. This Agreement shall not alter, modify or amend any agreement
between Company, Distributor, Broker-Dealer and Affiliates not directly related
to the Contracts.
(f) AMENDMENT. All amendments to this Agreement or its Schedules shall be
in writing. The foregoing provision notwithstanding, Company and Distributor
reserve the right to amend this Agreement and the Schedules hereto at any time,
and Broker-Dealer and Affiliate hereby agree that its submission of an
application to purchase a Contract after written notice of any such amendment
has been sent to Broker-Dealer or Affiliate shall constitute Broker-Dealer's or
Affiliate's agreement to such amendment.
(g) RIGHT TO DISCONTINUE CONTRACTS. Company reserves the right to modify,
change or discontinue offering any Contract at any time in any jurisdiction.
(h) SEVERABILITY. The provisions of this Agreement are severable. Should
any provision of this Agreement be held unenforceable, those provisions not
affected by such determination shall remain in full force and effect.
(i) HEADINGS. The headings in this Agreement are for reference purposes
only and shall not be deemed part of this Agreement or affect its meaning or
interpretation.
(j) NOTICE. All notices sent under this Agreement shall be given in
writing, and shall be delivered personally, or sent by fax, or by a
nationally-recognized overnight courier, postage prepaid. All such notices shall
be deemed to have been duly given when so delivered personally or sent by fax,
with receipt confirmed, or one (1) business day after the date of deposit with
such nationally-recognized overnight courier. All such notices to Company or
Distributor shall be delivered to:
Minnesota Life Insurance Company Securian Financial Services, Inc.
000 Xxxxxx Xxxxxx Xxxxx 000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000 Xx. Xxxx, XX 00000
Attention: General Counsel Attention: Xxxxxxx Xxxxxxxx
Fax: 000-000-0000 Fax: 000-000-0000
All such notices to Broker-Dealer or Affiliate shall be delivered to their
respective addresses listed on the execution page of this Agreement, or such
other address as Broker-Dealer or Affiliate may have furnished in writing to
Company and Distributor in accordance herewith.
(k) CONFIDENTIALITY. Each party hereto represents and warrants that it (1)
is and will remain in compliance with all privacy laws, rules and regulations
applicable to the offer and sale of the Contracts and the performance of this
Agreement, including but not limited to the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and
any regulations promulgated thereunder, and (2) has designed and implemented an
information security program
12
reasonably designed to safeguard customer and other confidential information in
a manner consistent with such privacy laws, rules and regulations.
Company, Distributor, Broker-Dealer and Affiliate each agree that all nonpublic
personal information, including names, addresses and other customer or consumer
specific data, and any other information received by any party related to an
owner or prospective owner of a Contract ("Confidential Information") shall
remain confidential and shall not be disclosed to any third party except for the
limited purposes of carrying out its obligations under this Agreement, including
the administration and servicing of the Contracts, or unless such Confidential
Information is required to be disclosed by any regulatory authority or court of
competent jurisdiction. Furthermore, except as provided above, such Confidential
Information shall not be used by the party to whose attention it has come, or by
any person or entity affiliated with such party, without the prior written
consent of the other party for any purpose whatsoever. Each party hereto also
agrees that it shall not solicit directly any customers of another party hereto
whose names constitute Confidential Information pursuant to this Section.
The obligations of confidentiality in this Section shall not apply to any
information which a party rightfully has in its possession when disclosed to it
by the other party, information which a party independently develops,
information which is or becomes known to the public other than by breach of this
Section or information rightfully received by a party from a third party without
the obligation of confidentiality.
This Section shall survive termination of this Agreement for a period of two (2)
years.
(l) LITIGATION. Each party hereto shall inform the other parties hereto of
any legal proceedings brought against any third party regarding or affecting the
Contracts marketed or services rendered under this Agreement within fifteen (15)
days of the commencement of such proceedings.
(m) CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota, exclusive of conflicts of
law principles.
(n) ARBITRATION. The parties hereto agree to submit all disputes between
or among the parties arising out of, or relating to, this Agreement to
arbitration before the NASD in accordance with the NASD Code of Arbitration
Procedure, and agree that judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. The parties further
agree that such arbitration shall be final and binding on the parties, and that
no party to this Agreement shall be entitled to special or punitive damages.
13
By executing this Broker-Dealer Sales Agreement, each party hereto acknowledges
that it has read this Agreement in its entirety and is in agreement with the
terms and conditions outlining the rights of Distributor, Company, Broker-Dealer
and Affiliate under this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed and delivered this
Agreement as of the first above-written date.
BROKER-DEALER:
Xxxxxxx & Xxxx, Inc. 000-000-0000
---------------------------------------------- --------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 866
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (NASD CRD NUMBER)
By /s/ Xxxxxx X. Xxxxx
--------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxx
Title Executive Vice President Date: August 12, 2005
SECURIAN FINANCIAL SERVICES, INC.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 19, 2005
MINNESOTA LIFE INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxx
--------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxx
Title Vice President Date: August 22, 2005
14
AFFILIATE NO. 1:
W & R Insurance Agency, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Various
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
AFFILIATE NO. 2:
W & R Insurance Agency of Alabama, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Alabama
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
AFFILIATE NO. 3:
W & R Insurance Agency of Arkansas, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Arkansas
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
15
AFFILIATE NO. 4:
W & R Insurance Agency of Montana, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Montana
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
AFFILIATE NO. 5:
W & R Insurance Agency of Nevada, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Nevada
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
AFFILIATE NO. 6:
W & R Insurance Agency of Utah, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Utah
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
16
AFFILIATE NO. 7:
W & R Insurance Agency of Wyoming, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Wyoming
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
AFFILIATE NO. 8:
W & R Insurance Agency of Texas, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Texas
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxxx X. Xxxxxx
Title Vice President Date: August 16, 2005
AFFILIATE NO. 9:
Unicon Agency, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 New York
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
17
AFFILIATE NO. 10:
Unicon Insurance Agency of Massachusetts, Inc. 000-000-0000
---------------------------------------------- ---------------------------
(NAME) (FAX NUMBER)
0000 Xxxxx Xxx. 00-0000000
---------------------------------------------- ---------------------------
(STREET ADDRESS) (TAX IDENTIFICATION NUMBER)
Xxxxxxxx Xxxx, XX 00000 Massachusetts
---------------------------------------------- ---------------------------
(CITY) (STATE) (ZIP) (STATE IN WHICH LICENSED)
By/s/ Xxxxxx X. Xxxxxxxx
-------------------------------------------
(SIGNATURE)
Name (PRINT) Xxxxxx X. Xxxxxxxx
Title President Date: August 15, 2005
18
MINNESOTA LIFE Minnesota Life Insurance Company
xxx.xxxxxxxxxxxxx.xxx
Variable Products are distributed by
Securian Financial Services, Inc.
Securities Dealer, Member NASD/BIPC.
Schedule A
Contracts 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, XX 00000-0000
0.000.000.0000
The Contracts covered by this Agreement shall include the following:
Variable Annuity Contracts
MultiOption Advisor Annuity
This Schedule A notwithstanding, Broker-Dealer may not sell any Contract
under this Agreement unless a corresponding schedule of compensation for such
Contract is also attached as Schedule B.
19
