THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
MIMLIC SALES CORPORATION
St. ▇▇▇▇, Minnesota
BROKER DEALER SALES AGREEMENT
FOR
GROUP INSURANCE AND SECURITIES PRODUCTS
WHEREAS, The Minnesota Mutual Life Insurance Company (hereinafter referred to as
"Minnesota Mutual") is under agreement with its wholly-owned subsidiary, MIMLIC
Sales Corporation (hereinafter referred to as "MIMLIC Sales"), to market and
service certain group insurance and securities products listed in the attached
Exhibit A, which is hereby made a part of this agreement, (hereinafter referred
to as "Securities Products"), as may be amended.
AND WHEREAS, Minnesota Mutual and MIMLIC Sales wish to authorize the entity
indicated below (hereinafter referred to as "Producer") to offer, solicit for
sale, and service the Securities Products under certain terms and conditions and
with certain liabilities and duties as hereinafter set forth;
AND WHEREAS, Producer wishes to offer, solicit for sale, and service the
Securities Products under terms and conditions and certain liabilities and
duties as hereinafter set forth to those individuals eligible to participate in
the Securities Products issued to the State of Minnesota for the Minnesota State
Deferred Compensation Plan (hereinafter referred to as the "Plan");
AND WHEREAS, MIMLIC Sales and Producer are registered as broker/dealers pursuant
to applicable state securities laws and Section 15 of the Securities Exchange
Act of 1934, as amended, and each is a member of the National Association of
Securities Dealers, Inc. (hereinafter referred to as "NASD") and are in
compliance with appropriate state insurance licensing requirements.
NOW, THEREFORE, Minnesota Mutual, MIMLIC Sales, and Producer agree as follows:
1. Minnesota Mutual and MIMLIC Sales hereby authorize Producer to offer,
solicit for sale, and service, and Producer does hereby agree to offer,
solicit for sale, and service, Securities Products only through persons who
are registered with the NASD as registered representatives of Producer, and
who are properly licensed with the appropriate state insurance and
securities department, a list of which registered representatives as of the
date hereof is attached as Exhibit B. Producer, through such registered
representatives, has the authority to make sales presentations to group
policyholders and to prospective purchasers and participants (hereinafter
collectively referred to as "Participants") of the Securities Products,
solicit master and Participant applications for the Securities Products,
enroll Participants, and perform services in respect of the Securities
Products as required by Minnesota Mutual or MIMLIC Sales, provided that in
making such presentations, solicitations, enrollments or in servicing the
Securities Products, Producer shall act as an independent contractor, and
not as an agent or employee of Minnesota Mutual or MIMLIC Sales.
2. Minnesota Mutual shall pay to Producer commissions on accumulation values
held under the Securities Products in respect of Participants to Minnesota
Mutual or its designated agent for the purchase of the Securities Products,
all in accordance with the terms and provisions of the attached Exhibit A
entered into between Minnesota Mutual and MIMLIC Sales and Producer for
each Securities Product. No person associated
with Producer shall have any interest in any such commission payable by
Minnesota Mutual and MIMLIC Sales to Producer. Minnesota Mutual and MIMLIC
Sales reserve the right to decline any application for coverage of a
Participant under Securities Product without liability to anyone and to
refund in full all contributions received in connection with an application
which is declined.
3. Applications solicited by the Producer will be accepted only in the amounts
and on the terms which are set forth in the then current Prospectus (and/or
Statement of Additional Information, if any) for the Group Deferred
Variable Annuity Contract. Applications will be accepted only from those
individuals authorized to participate in the group contract issued to the
Plan.
4. The right is reserved to Minnesota Mutual and MIMLIC Sales to contract
separately with any employee, representative or agent of Producer for
whatever purpose, provided that the terms of any such contract do not
conflict with the provisions of this agreement. Nothing contained herein
shall prevent or restrict (i) Minnesota Mutual or MIMLIC Sales from
marketing said Securities Products through other stock brokerage firms,
insurance agents and brokers, and through its own organization, or (ii)
Producer from acting as agent and/or broker for other insurance companies,
whether or not affiliated with Producer, in any jurisdiction with respect
to any insurance or Securities Product, including Securities Products
similar or identical to those of Minnesota Mutual or MIMLIC Sales.
5. Producer shall not be entitled to and agrees to return to Minnesota Mutual
any commissions paid to Producer in connection with accumulation values of
any Participant who has elected to terminate his/her participation under
the Securities Product in accordance with its free-look provision, if any,
or under any other applicable state or federal law or regulations or NASD
rule or policy. Minnesota Mutual may apply any such earned fees to the
debit balance of Producer's commission account.
6. Any commission which has been advanced to Producer but is not earned, as
determined by Minnesota Mutual, may be deducted from the Producer's
commission account, or demand may be made for payment of same, and if
demand is made, Producer hereby agrees to promptly refund overpaid
commissions or fees to Minnesota Mutual.
Minnesota Mutual shall have first claim on all of Producer's earnings under
this agreement. Minnesota Mutual may keep all or any part of such earnings
and reduce any debt Producer owes MIMLIC Sales or Minnesota Mutual. While
MIMLIC Sales may release Producer's earnings while it owes a debt to MIMLIC
Sales, this does not mean MIMLIC Sales has waived this right of first claim
to Producer's earnings. MIMLIC Sales' claim also takes precedence over
claim of Producer's creditors. All Producer's earnings kept by MIMLIC
Sales will be used to reduce debt owed to MIMLIC Sales and Minnesota
Mutual.
7. Producer has and assumes full responsibility for the sales activities of
all persons engaged directly or indirectly in the securities and insurance
operations of Producer. Each such person is a person associated
(hereinafter sometimes referred to as "Associated Persons") of and with
Producer as defined in Section 3(a)(18) of the Securities Exchange Act of
1934, as amended, and, therefore, is a person for whom Producer has full
responsibility in connection with his/her training, supervision and control
as contemplated by Section 15(b)(4)(E) of such Act.
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8. MIMLIC Sales shall assume all statutory and regulatory responsibility as a
registered broker/dealer and member of the NASD with respect to the
offering for sale of the Securities Products, with the exception of the
following duties which shall be the sole obligation and responsibility of
Producer:
(a) Further to paragraph 1 hereof, Producer will make and be responsible
for sales presentations to group policyholders, prospective
purchasers, and Participants; solicitations of master and Participant
applications for the Securities Products; enrollments of prospective
purchasers and Participants under the Securities Products; and the
servicing of the Securities Products as required by Minnesota Mutual
and MIMLIC Sales; and
(b) Further to paragraph 5 hereof, Producer will be responsible for the
sales activities of its Associated Persons, including their training,
supervision and control. This responsibility shall specifically
include liability of the Producer for any private business
transactions, authorized or not by Producer, of or related to the
Associated Person, regardless of Producer's knowledge, actual or
implied, of such transactions. Producer shall indemnify and hold
harmless Minnesota Mutual and MIMLIC Sales from any claims, damages,
expenses, liabilities or causes of action, asserted or brought by
anyone, resulting from any private business transactions of any
Associated Person which are the subject of this paragraph.
9. Producer shall indemnify and hold harmless Minnesota Mutual and MIMLIC
Sales from any claims, damages, expenses, liabilities or causes of action,
asserted or brought by anyone, resulting from any negligent, fraudulent, or
intentional acts, omissions, or errors of Producer, its employees,
registered representatives, other representatives, or agents in the
offering for sale, solicitation, or servicing of the Securities Products;
and from any negligent, fraudulent, or intentional acts, omissions, or
errors of Producer, its employees, registered representatives, other
representatives, or agents in violation of federal or state laws or
regulations and NASD rules, of any nature, applicable to the offering for
sale, solicitation, or servicing of the Securities Products.
10. Producer shall confine the use of any advertising matter, prospectuses,
circulars, letters, pamphlets, schedules, stationery, broadcasting, or
sales material of any kind concerning Minnesota Mutual, MIMLIC Sales or the
Securities Products to such material as has been first approved in writing
by MIMLIC Sales and then by the NASD and/or the Securities and Exchange
Commission.
11. Upon receipt of a written request in proper form and in respect of a
Participant for the Partial Surrender or Surrender of the Participant
Account as defined in the provisions of the Securities Product, Minnesota
Mutual undertakes to make prompt payment of the amount requested and
payable under the Securities Product in accordance with the terms thereof,
and to make payment in accordance with any representations made in the
appropriate prospectus associated with the Securities Product or otherwise
in accordance with the Investment Company Act of 1940 or applicable rules
thereunder.
12. Producer agrees to remit in full to Minnesota Mutual, immediately upon
receipt, all contributions received and such applications, forms, and any
other required documentation obtained in respect of Participants in
Securities Products.
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13. MIMLIC Sales may terminate this agreement immediately and without notice if
the Producer fails to maintain it registration as a broker/dealer and
member of the NASD or fails to maintain its state insurance license, or if
Producer violates this agreement or fails to perform to MIMLIC Sales'
satisfaction under the terms and conditions of this agreement. MIMLIC
Sales and Producer shall have the right, upon thirty days' written notice
to the other, to terminate this agreement for whatever reason deemed
appropriate by such party. Notwithstanding the termination of this
agreement, MIMLIC Sales and Producer acknowledge that each of them shall be
individually and respectively liable, responsible and accountable for any
and all actions undertaken prior to the effective date of the termination
of this agreement.
14. Minnesota Mutual and MIMLIC Sales reserve the right, without notice to
Producer, to suspend, withdraw, or modify the offering of the Securities
Products or to change the conditions of their offering with respect to
anyone.
15. Minnesota Mutual and MIMLIC Sales retain the right during normal business
hours to have access to and audit the books and records of Producer
regarding any matters pertaining to the solicitation, sale or servicing of
the Securities Products sufficient to permit Minnesota Mutual to fulfill
all of its contractual obligations to group policyholders and Participants.
Minnesota Mutual and MIMLIC Sales shall have the right to conduct such an
audit during the currency of and up to five years immediately following the
termination of this agreement.
16. Producer shall secure and maintain a fidelity bond in at least the amounts
prescribed under Article III, Section 32 of the NASD Rules of Fair
Practice. Producer shall provide MIMLIC Sales with a copy of said bond
within 30 days after executing this agreement.
17. This agreement shall have no application in states whose laws, regulations
or administrative policies prohibit the payment of commissions on the sale
of Securities Products to any type of corporate or other entity, or whose
laws otherwise prohibit the performance of any of the essential terms of
this agreement.
18. Producer agrees to execute all Services and Commissions Agreements, or
similar documents, which Minnesota Mutual or MIMLIC Sales require during
the duration of this agreement. Producer acknowledges that the terms and
provisions of those agreements and documents also govern the relationship
among the parties to this agreement and that each agreement or document may
impose duties, responsibilities and liabilities in addition to those listed
herein.
19. Producer, Minnesota Mutual and MIMLIC Sales agree to cooperate fully in any
insurance or securities regulatory investigation or proceeding or judicial
proceeding with respect to any registered representative or other agent of
Producer or the Producer itself to the extent that such investigation or
proceeding is in connection with the Securities Products marketed under
this agreement. Without limiting the foregoing:
(a) Minnesota Mutual and MIMLIC Sales will promptly notify Producer of any
customer complaint or notice of any regulatory investigation or
proceeding or judicial proceeding received by it with respect to the
Producer or any registered representative or other agent of the
Producer or with respect to Minnesota Mutual or MIMLIC Sales which may
affect the issuance of the Securities Products marketed under this
agreement.
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(b) The Producer will promptly notify Minnesota Mutual and MIMLIC Sales of
any customer complaint or notice of any regulatory investigation or
proceeding or judicial proceeding received by Producer with respect to
it or to any registered representative or other agent of Producer in
connection with the Securities Products marketed under this agreement
or any activity in connection therewith.
20. In the case of a substantive customer complaint in connection with the
Securities Products marketed under this agreement, Minnesota Mutual, MIMLIC
Sales and Producer will cooperate in investigating such complaint, but any
response to such complaint will be the sole responsibility of MIMLIC Sales.
Producer has no right to start any legal proceedings on behalf of Minnesota
Mutual's and MIMLIC Sales or in their name. If Producer is sued because of
any unauthorized action or statement by Minnesota Mutual or MIMLIC Sales,
they agree to indemnify and save Producer harmless from any judgments,
settlements, attorneys fees and expenses.
Minnesota Mutual and MIMLIC Sales have no right to start any legal
proceedings on Producer's behalf or in its name. If Minnesota Mutual
and/or MIMLIC Sales are sued because of any unauthorized action or
statement by Producer, Producer agrees to indemnify and save it or them
harmless from any judgments, settlements, attorneys fees and expenses.
21. Any manuals, guides, books, tapes, programs and other materials, if any,
developed by Minnesota Mutual or MIMLIC Sales which may be delivered to the
Producer from time to time will be owned solely by Minnesota Mutual or
MIMLIC Sales, as the case may be; however, during such time as this
agreement is in effect between the parties hereto, if the Producer elects
to do so, its registered representatives may use any such manuals, guides,
books, programs and other materials which may have been delivered to the
Producer but may use them solely in the Producer's business hereunder, and
upon such terms and conditions as Minnesota Mutual or MIMLIC Sales may
establish at the time of such delivery. Upon termination of this
agreement, such items will be returned promptly to Minnesota Mutual.
22. Any notice to be given to a party to this agreement shall be in writing,
addressed to that party at the address shown in this agreement or at such
other address as the parties may designate in writing and provide to each
other. Any notice delivered by the mails, postage fully prepaid, shall be
deemed to have been given five (5) days after mailing or, if earlier, upon
receipt.
23. This agreement may not be assigned by any party without the written consent
of all the parties to this agreement.
24. This agreement including any attachments constitutes the entire agreement
and covenant between the parties on this contractual matter. This
agreement merges, supersedes and repeals all previous negotiations or
understandings between the parties relating to this subject matter.
25. This agreement may not be amended except by written agreement executed by
the parties.
26. This agreement shall be effective as of the date it is fully executed by
all parties.
27. This agreement shall be construed pursuant to the laws of the State of
Minnesota.
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IN WITNESS WHEREOF, Minnesota Mutual, MIMLIC Sales and Producer, by their duly
authorized officers, have caused this agreement to be executed.
Signed at St. ▇▇▇▇, Minnesota on the _____ day of __________________, 1994.
MIMLIC SALES CORPORATION
By
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Registered Principal
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(Title)
Signed at St. ▇▇▇▇, Minnesota on the _____ day of __________________, 1994.
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
By
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(Title)
Signed at _____________________ this _____ day of __________________, 1994.
GREAT-WEST ASSURANCE COMPANY
Registered Broker/Dealer
▇▇-▇▇▇▇▇▇▇
________________________________________
Taxpayer Identification Number
By
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(Title)
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By
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(Title)
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BROKER/DEALER SALES AGREEMENT
FOR
GROUP INSURANCE AND SECURITIES PRODUCTS
EXHIBIT A
I. THE SECURITIES PRODUCTS SHALL INCLUDE THE FOLLOWING:
(i) The Group Deferred Variable Annuity Contract issued by The Minnesota
Mutual Life Insurance Company and registered with the Securities and
Exchange Commission pursuant to the Minnesota Mutual Group Variable
Annuity Account Registration Statement under the Investment Company
Act of 1940; and
(ii) The Group Accumulation Annuity Contract issued by The Minnesota Mutual
Life Insurance Company and registered with the Securities and Exchange
Commission pursuant to the Minnesota Mutual Variable Fund D
Registration Statement under the Investment Company Act of 1940.
II. COMMISSIONS TO PRODUCER.
(i) Minnesota Mutual shall pay monthly to Producer a fee which is equal,
on an annual basis, to 0.33% of accumulation values held in the
Securities Products and attributable to the marketing efforts of
Producer under this Agreement, which accumulation values shall include
amounts held for systematic withdrawal but shall not include amounts
which have been applied to purchase any annuity option under the
Securities Products.
(ii) Whenever accumulation values held under the Securities Products and
attributable to the marketing efforts of Producer under this Agreement
are applied to purchase any annuity option thereunder, which for this
purpose shall not include amounts held for systematic withdrawal,
Minnesota Mutual shall pay to Producer a one-time payment in an amount
equal to 1.5% of the amount of such accumulation values applied to
purchase such annuity option.
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BROKER/DEALER SALES AGREEMENT
FOR
GROUP INSURANCE AND SECURITIES PRODUCTS
EXHIBIT B
Registered Representatives of the Producer
Who Are Also Appointed Agents of Minnesota Mutual
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
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