Exhibit 99-3(d): Specimen ING American Equities, Inc. Selling Agreement
BROKER/DEALER AGENCY SELLING AGREEMENT FOR VARIABLE CONTRACTS
(RELIASTAR LIFE OF NEW YORK)
This Broker/Dealer Agency Selling Agreement for Variable Contracts (the
"Agreement") is made effective this _____ day of ______________, 20__, by and
among ReliaStar Life Insurance Company of New York, a New York domiciled stock
life insurance company ("Insurer"); ING America Equities, Inc., an affiliate of
Insurer and a broker/dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1934 (the "1934 Act") and a
member of the National Association of Securities Dealers, Inc. ("NASD")
("General Distributor"); _____________________________, a broker/dealer
registered with the SEC under the 1934 Act and a member of the NASD
("Broker/Dealer"); and any licensed insurance agency designated by
Broker/Dealer, as listed on the signature pages of this Agreement ("Agency or
Agencies").
RECITALS:
Whereas, Broker/Dealer is licensed as an insurance agency or has become
affiliated with Agency in order to satisfy state insurance law requirements with
respect to the sale of variable insurance products which are registered
securities with the SEC; and
Whereas, the parties wish to enter into an agreement for the
distribution of Variable Contracts by Broker/Dealer and Agency; and
Whereas, Insurer has appointed General Distributor as principal
underwriter and distributor (as those terms are defined by the Investment
Company Act of 1940) of the Variable Contracts and has authorized General
Distributor to enter into selling agreements with Broker/Dealers and Agencies
for the solicitation and sale of Variable Contracts; and,
Whereas, Insurer and General Distributor propose to have
Broker/Dealer's registered representatives who are licensed and appointed as
life insurance agents in appropriate jurisdictions ("Representatives") solicit
and sell Variable Contracts; and,
Whereas, Insurer and General Distributor propose to have Broker/Dealer
provide certain supervisory and administrative services as hereinafter described
with respect to the solicitation and sales of Variable Contracts.
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NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties agree as follows:
1. VARIABLE CONTRACTS
In this Agreement, the words "Variable Contract" shall mean
those variable life insurance policies and variable annuity contracts
issued by Insurer and identified in Section 1 of the Compensation
Schedule attached hereto, and as may hereafter be amended.
Insurer may in its sole discretion and without notice to
Broker/Dealer, suspend sales of any Variable Contracts or amend any
policies or contracts evidencing such Variable Contracts if, in
Insurer's opinion, such suspension or amendment is: (1) necessary for
compliance with federal, state, or local laws, regulations, or
administrative order(s); or, (2) necessary to prevent administrative or
financial hardship to Insurer. In all other situations, Insurer shall
provide 30 days notice to Broker/Dealer prior to suspending sales of
any Variable Contracts or amending any policies or contracts evidencing
such Variable Contracts.
Insurer may issue and propose additional or successor
products, in which event Broker/Dealer will be informed of the product
and its related Commission Schedule. If Broker/Dealer does not agree to
distribute such product (s), it must notify Insurer in writing within
30 days of receipt of the Commission Schedule for such product(s). If
Broker/Dealer does not indicate disapproval of the new product(s) or
the terms contained in the related Commission Schedule, Broker/Dealer
will be deemed to have thereby agreed to distribute such product(s) and
agreed to the related Commission Schedule that shall be attached to and
made a part of this Agreement.
2. APPOINTMENTS
On the effective date, Insurer appoints Agency under the insurance laws
and Insurer and General Distributor authorizes Broker/Dealer under the
securities laws to distribute Variable Contracts, pursuant to the terms
of this Agreement.
3. DUTIES OF BROKER/DEALER
(a) Supervision of Representatives. Broker/Dealer shall have full
responsibility for the training and supervision of all Representatives
who are engaged directly or indirectly in the offer or sale of the
Variable Contracts, and all such persons shall be subject to the
control of Broker/Dealer with respect to such persons' securities
regulated activities in connection with the Variable Contracts.
Broker/Dealer will cause the Representatives to be trained in the sale
of the
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Variable Contracts, will cause such Representatives to qualify under
applicable federal and state laws to engage in the sale of the Variable
Contracts; will cause such Representatives to be registered
representatives of Broker/Dealer before such Representatives engage in
the solicitation of applications for the Variable Contracts; and will
cause such Representatives to limit solicitation of applications for
the Variable Contracts to jurisdictions where Insurer has authorized
such solicitation. Broker/Dealer shall cause such Representatives'
qualifications to be certified to the satisfaction of General
Distributor and shall notify General Distributor if any Representative
ceases to be a registered representative of Broker/Dealer or ceases to
maintain the proper licensing required for the sale of the Variable
Contracts. All parties shall be liable for their own negligence and
misconduct under this paragraph.
(b) Representatives Insurance Compliance. Broker/Dealer, prior to
allowing its Representatives to solicit for sales or sell the Variable
Contracts, shall require such Representatives to be validly insurance
licensed, registered and appointed by Insurer as a variable
contract/life insurance agent in accordance with the jurisdictional
requirements of the place where the solicitations and sales take place
as well as the solicited person's or entity's place of residence.
Broker/Dealer and Agency shall assist Insurer in the
appointment of Representatives under the applicable insurance laws to
sell the Variable Contracts. Broker/Dealer shall fulfill all Insurer
requirements in conjunction with the submission of
licensing/appointment papers for all applicants as insurance agents of
Insurer. All such licensing/appointment papers shall be submitted to
Insurer or its designee by Agency. Notwithstanding such submission,
Insurer shall have sole discretion to appoint, refuse to appoint,
discontinue, or terminate the appointment of any Representative as an
insurance agent of Insurer.
(c) Compliance with NASD Conduct Rules and Federal and State Securities
Laws. Broker/Dealer shall fully comply with the requirements of the
National Association of Securities Dealers, Inc., the Securities
Exchange Act of 1934 and all other applicable federal and state laws.
In addition, Broker/Dealer will establish and maintain such rules and
procedures as may be necessary to cause diligent supervision of the
securities activities of the Representatives as required by applicable
law or regulation. Upon request by General Distributor, Broker/Dealer
shall furnish such records as may be necessary to establish such
diligent supervision.
(d) Notice of Representative's Noncompliance. In the event a
Representative fails or refuses to submit to supervision of
Broker/Dealer or otherwise fails to meet the rules and standards
imposed by Broker/Dealer on its Representatives, Broker/Dealer shall
advise General Distributor of this fact and shall immediately notify
such Representative that he or she is no longer authorized to sell the
Variable Contracts and Broker/Dealer shall take whatever additional
action may
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be necessary to terminate the sales activities of such Representative
relating to the Variable Contracts.
(e) Prospectuses, Sales Promotion Material and Advertising.
Broker/Dealer shall be provided, without any expense to Broker/Dealer,
with prospectuses relating to the Variable Contracts and such other
supplementary sales material as General Distributor determines is
necessary or desirable for use in connection with sales of the Variable
Contracts.
No sales promotion materials or any advertising relating to
the Variable Contracts, including without limitation generic
advertising material that does not refer to Insurer by name, shall be
used by Broker/Dealer or Agency unless the specific item has been
approved in writing by General Distributor prior to such use.
In addition, neither Broker/Dealer nor Agency shall print,
publish or distribute any advertisement, circular or any document
relating to Insurer unless such advertisement, circular or document
shall have been approved in writing by Insurer prior to such use.
Upon termination of this Agreement, all prospectuses, sales
promotion material, advertising, circulars, documents and software
relating to the sales of the Variable Contracts shall be promptly
turned over to Insurer free from any claim or retention of rights by
the Broker/Dealer or Agency.
Insurer represents that the prospectus and registration
statement relating to the Variable Contracts contain no untrue
statements of material fact or omission to state material fact, the
omission of which makes any statement contained in the prospectus and
registration statement misleading. Insurer agrees to indemnify
Broker/Dealer from and against any claims, liabilities and expenses
which may be incurred under the Securities Act of 1933, the Investment
Company Act of 1940, common law or otherwise arising out of a breach of
the agreement in this paragraph.
Broker/Dealer and Agency agree to hold harmless and indemnify
Insurer and General Distributor against any and all claims, liabilities
and expenses which Insurer or General Distributor may incur from
liabilities arising out of or based upon any alleged or untrue
statement other than statements contained in the registration
statement, prospectus or approved sales material of any Variable
Contract.
In accordance with the requirements of the laws of the several
states, Broker/Dealer and Agency shall maintain complete records
indicating the manner and extent of distribution of any such
solicitation material, shall make such records and files available to
staff of Insurer or its designated agent in field inspections and shall
make such material available to personnel of state
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insurance departments, the NASD or other regulatory agencies, including
the SEC, which have regulatory authority over Insurer or General
Distributor. Broker/Dealer and Agency, jointly and severally hold
Insurer, General Distributor and their affiliates harmless from any
liability arising from the use of any material that either (a) has not
been specifically approved in writing, or (b) although previously
approved, has been disapproved, in writing, for further use.
(f) Securing Applications. All applications for Variable Contracts
shall be made on application forms supplied by Insurer and all payments
collected by Broker/Dealer, Agency or any Representative thereof shall
be remitted promptly in full, together with such application forms and
any other required documentation, directly to Insurer at the address
indicated on such application or to such other address as Insurer may,
from time-to-time, designate in writing. Broker/Dealer shall review all
such applications for accuracy and completeness. Checks or money orders
in payment on any such Variable Contract shall be drawn to the order of
"ReliaStar Life Insurance Company of New York." All applications are
subject to acceptance or rejection by Insurer at its sole discretion.
All records or information obtained hereunder by Broker/Dealer and
Agency shall not be disclosed or used except as expressly authorized
herein, and Broker/Dealer will keep such records and information
confidential, to be disclosed only as authorized or if expressly
required by federal or state regulatory authorities.
(g) Collection of Purchase Payments. Broker/Dealer and Agency agree
that all money or other consideration tendered with or in respect of
any application for a Variable Contract and the Variable Contract when
issued is the property of Insurer and shall be promptly remitted in
full to Insurer without deduction or offset for any reason, including
by way of example but not limitation, any deduction or offset for
compensation claimed by Broker/Dealer or Agency.
(h) Policy Delivery. Insurer will transmit Variable Contracts to
Broker/Dealer for delivery to Policyowners. Broker/Dealer hereby agrees
to deliver all such Variable Contracts to Policyowners within ten (10)
days of their receipt by Broker/Dealer from Insurer. Broker/Dealer
agrees to indemnify and hold harmless Insurer for any and all losses
caused by Broker/Dealer's failure to perform the undertakings described
in this paragraph. Broker/Dealer hereby authorizes Insurer to set off
any amount it owes Insurer under this paragraph against any and all
amounts otherwise payable to Broker/Dealer by Insurer.
(i) Fidelity Bond. Broker/Dealer represents that all directors,
officers, employees and Representatives of Broker/Dealer who are
licensed pursuant to this Agreement as Insurer's agents for state
insurance law purposes or who have access to funds of Insurer,
including but not limited to funds submitted with applications for the
Variable Contracts or funds being returned to 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
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maintained by Broker/Dealer at Broker/Dealer's expense. Such bond shall
be, at least, of the form, type and amount required under the NASD
Conduct Rules. Insurer may require evidence, satisfactory to it, that
such coverage is in force and Broker/Dealer shall give prompt written
notice to Insurer of any notice of cancellation or change of coverage.
Broker/Dealer assigns any proceeds received from the fidelity
bonding company to Insurer to the extent of Insurer's loss due to
activities covered by the bond. If there is any deficiency amount,
whether due to a deductible or otherwise, Broker/Dealer shall promptly
pay Insurer such amount on demand and Broker/Dealer hereby indemnifies
and holds harmless Insurer from any such deficiency and from the costs
of collection thereof (including reasonable attorneys' fees).
4. COMPENSATION
(a) Variable Contracts. Insurer, on behalf of General Distributor,
shall pay a dealer concession to Broker/Dealer on all sales of Variable
Contracts through its Representatives, in accordance with the form of
the Compensation Schedule attached hereto, which is in effect when
purchase payment on such Variable Contracts are received by Insurer.
Dealer concessions will be paid as a percentage of premiums received in
cash or other legal tender and accepted by Insurer on applications
obtained by Broker/Dealer's Representatives unless otherwise indicated
in Compensation Schedule A. Upon termination of this Agreement, all
compensation payable hereunder shall cease; however, Broker/Dealer
shall continue to be liable for any chargebacks or for any other
amounts advanced by or otherwise due Insurer hereunder.
Insurer will pay all such Compensation to and in the name of
Broker/Dealer or, if designated, its affiliated Agency. Broker/Dealer
and Agency agree to hold Insurer and General Distributor harmless from
all claims of their Representatives for compensation in respect of such
Representative's sales of Variable Contracts.
(b) Commission Statements. Broker/Dealer will be provided with copies
of its Representatives' commission statements together with
Broker/Dealer's own commission statements for each commission payment
period in which commissions are payable. Broker/Dealer agrees that,
except as to clerical errors and material undisclosed facts, if any,
such statements constitute a complete and accurate statement of the
commission account unless written notice is provided to Insurer within
120 days after the date of the statement, which notice specifically
sets forth the objections or exceptions thereto.
(c) Compensation Schedules. The initial Compensation Schedule is
attached.
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Insurer and General Distributor reserve the right to change,
amend, or cancel any Compensation Schedule as to business produced
after such change by mailing notice of such change in the form of a new
Compensation Schedule to Broker/Dealer. Such change shall be effective,
unless otherwise specified, ten (10) days after the notice is mailed.
(d) Rights of Rejection and Settlement. Insurer reserves the right to
reject any and all applications and collections submitted, to
discontinue writing any form of policy, to take possession of and
cancel any policy and return the premium or any part of it, and to make
any compromise settlement in respect of a policy. Broker/Dealer will
not be entitled to receive or retain any compensation on premiums or
parts of premiums Insurer does not receive and retain because of such
rejection, discontinuance, cancellation, or compromise settlement. If
compensation has been paid to which Broker/Dealer is not entitled, any
amount credited will be charged back, and if the account balance is
insufficient to cover the credited amount, Broker/Dealer as applicable
agrees to promptly repay the credited amount.
5. TERMINATION
This Agreement may be terminated, without cause, by any party upon
thirty (30) days prior written notice; and may be terminated, for
failure to perform satisfactorily or other cause, by any party
immediately; and shall be terminated if Broker/Dealer ceases to be
registered as a Broker/Dealer under the Securities Exchange Act of 1934
and a member of the NASD or, if Agency ceases to maintain its insurance
agent license(s) in good standing in the jurisdictions in which it
conducts business.
6. CUSTOMER INFORMATION
(a) Definition. "Customer Information" means an applicant's application
for Insurer's insurance product or service and all nonpublic personal
information about a customer that a Party receives from another Party.
"Customer Information" includes, by way of example and not limitation,
name, address, telephone number, social security number, health
information and personal financial information (which may include
consumer account number).
(b) Usage. The Parties understand and acknowledge that they may be
financial institutions subject to Privacy Law, and all Customer
Information that one Party receives from another Party is received with
limitations on its use and disclosure. The Parties agree that they are
prohibited from using the Customer Information received from another
Party other than
i. as required by law, regulation or rule, or
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ii. to carry out the purposes for which one Party discloses
Customer Information to the other Party under the Agreement,
including use under an exception permitted by Privacy Law in
the ordinary course of business to carry out the purposes.
(c) Purposes of Information Sharing. The Parties agree that
i. the purpose for which Broker/Dealer or Agency discloses
Customer Information to Insurer includes the establishment of
a consumer/customer relationship between the consumer and
Insurer in order to offer its financial products and the
financial products of its affiliates to consumers;
ii. the purpose for which Insurer discloses Customer
Information to Broker/Dealer or Agency is to service the
Insurer product or service obtained by the customer; and
iii. they will use such information only as permitted by
Privacy Law.
(d) Nondisclosure. Subject to the provisions of Section 2 above, the
Parties will not disclose the Customer Information to any other person
without prior written permission from the other Parties.
(e) Safeguarding Customer Information. The Parties shall establish and
maintain safeguards against the unauthorized access, destruction, loss,
or alteration of Customer Information in their control that are no less
rigorous than those maintained by a Party for its own information of a
similar nature. In the event of any improper disclosure of any Customer
Information, the Party responsible for the disclosure will immediately
notify the other Parties.
7. ARBITRATION
Any dispute, claim or controversy arising out of or in connection with
this Agreement shall be submitted to arbitration pursuant to the NASD's
arbitration facilities. If the subject matter of the dispute, claim or
controversy is not within the scope of matters which may arbitrated
through the NASD arbitration facilities, then such dispute, claim or
controversy shall, upon the written request of any party, be submitted
to three arbitrators, one to be chosen by each party, and the third by
the two so chosen. If either party refuses or neglects to appoint an
arbitrator within thirty (30) days after the receipt of the written
notice from the other party requesting it to do so, the requesting
party may appoint two arbitrators. If the two arbitrators fail to agree
in the selection of a third arbitrator within thirty (30) days of their
appointment, each of them shall name two, of whom the other shall
decline one and the decision shall be made by drawing lots. All
arbitrators shall be active or retired executive officers of insurance
companies not under the control of any party to this Agreement. Each
party shall submit its
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case to the arbitrators within thirty (30) days of the appointment of
the third arbitrator. The arbitration shall be held in Minneapolis,
Minnesota at the times agreed upon by the arbitrators. The decision in
writing of any two arbitrators, when filed with the parties hereto
shall be final and binding on both parties. Judgment may be entered
upon the final decision of the arbitrators in any court having
jurisdiction. Each party shall bear the expense of its own arbitrator
and shall jointly and equally bear with the other party the expense of
the third arbitrator and of the arbitration.
8. GENERAL PROVISIONS
(a) Additions, Amendments, Modifications & Waivers. This Agreement
shall not be effective until approved by Insurer and General
Distributor. Insurer and General Distributor reserve the right to amend
this Agreement at any time, and the submission of an application for
the purchase of a Variable Contract by either Broker/Dealer or Agency
after notice of any such amendment has been sent shall constitute
Broker/Dealer's or Agency's, as applicable, agreement to any such
amendment. No additions, amendments or modifications of this Agreement
or any waiver of any provision will be valid unless approved, in
writing, by one of Insurer's duly authorized officers. In addition, no
approved waiver of any default, or failure of performance by
Broker/Dealer or Agency will affect Insurer's or General Distributor's
rights with respect to any later default or failure of performance.
(b) Independent Contractor Relationship. This Agreement does not create
the relationship of employer and employee between the parties to this
Agreement. Insurer and General Distributor are independent contractors
with respect to Broker/Dealer, its Representatives, Agency and its
Agents.
(c) Assignments. Neither Broker/Dealer nor Agency will assign or
transfer, either wholly or partially, this Agreement or any of the
benefits accrued or to accrue under it, without the written prior
consent of a duly authorized officer of the Insurer and General
Distributor.
(d) Service of Process. If Broker/Dealer or Agency receives or is
served with any notice or other paper concerning any legal action
against Insurer or General Distributor, Broker/Dealer or Agency agrees
to notify Insurer immediately (in any event not later than the first
business day after receipt) by telephone and transmit any papers that
are served or received by overnight mail to the address specified in
Notice section of this Agreement.
(e) Severability. It is understood and agreed by the parties to this
Agreement that if any part, term or provision of this Agreement is held
to be invalid or in conflict with any law or regulation, the validity
of the remaining portions or provisions will not be affected, and the
parties' rights and obligations will be
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construed and enforced as if this Agreement did not contain the
particular part, term or provision held to be invalid.
(f) Governing Law. It is agreed by the parties to this Agreement that
the Agreement and all of its provisions will be governed by the laws of
the State of Minnesota.
(g) Limitations. No party other than Insurer shall have the authority
on behalf of Insurer to make, alter, or discharge any policy, contract,
or certificate issued by Insurer, to waive any forfeiture or to grant,
permit, nor extend the time for making any payments nor to guarantee
earnings or rates, nor to alter the forms which Insurer may prescribe
or substitute other forms in place of those prescribed by Insurer, nor
to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of Insurer, nor to open any bank
account in the full legal name of Insurer, any derivation thereof or
any tradename thereof.
9. TERRITORY
Broker/Dealer's territory is limited geographically to those
jurisdictions in which the Variable Contracts may lawfully be offered,
provided that Broker/Dealer's right to solicit sales of and to sell the
Variable Contracts in such jurisdictions is not exclusive.
10. NOTICES
All notices to Insurer or General Distributor should be mailed
to:
ING Life Cos.
Attn: Chief Compliance Officer
0000 Xxxxxxxx
Xxxxxx, XX 00000-0000
All notices to Broker/Dealer and Agencies shall be duly given
if mailed to :
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-------------------------------------
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IN WITNESS WHEREOF, we set our hands this ____ day of _________________, 200__.
INSURER: BROKER/DEALER:
_______________________________________
RELIASTAR LIFE INSURANCE (Print)
COMPANY OF NEW YORK
Tax I.D. No.: _________________________
By: _______________________________
(Signature) By: ___________________________________
(Signature)
Name: _____________________________
(Print) Name: _________________________________
(Print)
Title: ____________________________
Title: ________________________________
GENERAL DISTRIBUTOR: AGENCY:
_______________________________________
ING AMERICA EQUITIES, INC. (Required: Complete with Broker/Dealer
if no Affiliated Agency)
By: _______________________________
(Signature)
Tax I.D. No.: _________________________
Name: _____________________________
(Print) By: ___________________________________
(Signature)
Title: ____________________________
Name: _________________________________
(Print)
Title: ________________________________
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Broker/Dealer designates the undersigned Agency or Agencies as the recipient of
compensation, if applicable, under this Agreement.
AGENCY: AGENCY:
__________________________________ ____________________________________
(Print) (Print)
By: ______________________________ By: ________________________________
(Signature) (Signature)
Name: ____________________________ Name: ______________________________
(Print) (Print)
Title: ___________________________ Title: _____________________________
Date: ____________________________ Date: ______________________________
AGENCY: AGENCY:
__________________________________ ____________________________________
(Print) (Print)
By: ______________________________ By: ________________________________
(Signature) (Signature)
Name: ____________________________ Name: ______________________________
(Print) (Print)
Title: ___________________________ Title: _____________________________
Date: ____________________________ Date: ______________________________
AGENCY: AGENCY:
__________________________________ ____________________________________
(Print) (Print)
By: ______________________________ By: ________________________________
(Signature) (Signature)
Name: ____________________________ Name: ______________________________
(Print) (Print)
Title: ___________________________ Title: _____________________________
Date: ____________________________ Date: ______________________________
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AGENCY: AGENCY:
__________________________________ ____________________________________
(Print) (Print)
By: ______________________________ By: ________________________________
(Signature) (Signature)
Name: ____________________________ Name: ______________________________
(Print) (Print)
Title: ___________________________ Title: _____________________________
Date: ____________________________ Date: ______________________________
AGENCY: AGENCY:
__________________________________ ____________________________________
(Print) (Print)
By: ______________________________ By: ________________________________
(Signature) (Signature)
Name: ____________________________ Name: ______________________________
(Print) (Print)
Title: ___________________________ Title: _____________________________
Date: ____________________________ Date: ______________________________
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