DISTRIBUTION AGREEMENT
AGREEMENT made this _______ day of December, 1998, between ReliaStar Life
Insurance Company of New York, a New York corporation, (ReliaStar) on its own
behalf and on behalf of the separate accounts of ReliaStar as set forth in
Exhibit A (Variable Account) and Washington Square Securities, Inc. (WSSI) which
is a member of the National Association of Securities Dealers, Inc. (NASD) and
is registered as a broker-dealer with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 (the "1934 Act").
WHEREAS, ReliaStar sells variable life insurance and variable annuity
contracts (Contracts), assets for which are allocated to a Variable Account.
ReliaStar proposes to accept premium payments on existing Contracts and to sell
additional Contracts pursuant to the effectiveness of Registration Statements
relating to the Contracts and Variable Account filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"1933 Act"); and
WHEREAS, each Variable Account is registered as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, WSSI is an affiliate of ReliaStar, and ReliaStar desires to retain
WSSI as the General Distributor and Principal Underwriter to distribute and sell
to the public the Contracts issued by ReliaStar and WSSI is willing to render
such services.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:
1. PRINCIPAL UNDERWRITER.
ReliaStar hereby appoints WSSI, during the term of this Agreement, subject to
the registration requirements of the 1933 Act and the 1940 Act to be the General
Distributor and Principal Underwriter for the sale of Contracts to the public in
each state and other jurisdictions in which the contracts may be lawfully sold.
WSSI shall offer the Contracts for sale and distribution at prices by ReliaStar,
through its own representatives and through other broker dealers contracted
under a Selling Agreement as described in Paragraph 2 of this Agreement.
2. SELLING AGREEMENTS.
WSSI is hereby authorized to enter into separate written agreements, on such
terms and conditions as WSSI and ReliaStar determine are not inconsistent with
this Agreement, with other broker-dealers that agree to participate as a
broker-dealer in the distribution of the Contracts and to use their best efforts
to solicit applications for Contracts. Any such broker-dealer (hereinafter
"Broker"), shall be registered as a broker-dealer under the 1934 Act and shall
be a member of the NASD. ReliaStar shall undertake to appoint Broker's qualified
agents or representatives as life insurance agents of ReliaStar, provided that
ReliaStar reserves the right to refuse to appoint any proposed representative or
agent, or once appointed, to terminate such appointment.
3. SUITABILITY.
ReliaStar desires to ensure that Contracts will be sold to purchasers for whom
the Contract will be suitable. WSSI shall take reasonable steps to ensure that
the registered representatives of WSSI shall not make recommendations to an
applicant to purchase a Contract in the absence of reasonable grounds to believe
the purchase of the Contract is suitable for such applicant, and shall impose
similar obligations upon Brokers.
4. CONFORMITY WITH REGISTRATION STATEMENT AND APPROVED SALES MATERIALS.
In performing its duties as General Distributor, WSSI will act in conformity
with the Prospectus and with the instructions and directions of ReliaStar, the
requirements of the 1933 Act, the 1940 Act, the 1934 Act, and all other
applicable federal and state laws and regulations. WSSI shall not give any
information nor make any representations, concerning any aspect of the Contract
or of ReliaStar's operations to any persons or entity unless such information or
representations are contained in the Registration Statement and the pertinent
prospectus filed with the Securities and Exchange Commission, or are contained
in sales or promotional literature approved by ReliaStar. WSSI will not use and
will take reasonable steps to ensure by representatives will not use any sales
promotion material and advertising which has not been previously approved by
ReliaStar. WSSI shall impose similar obligations upon Brokers contracted under a
Selling Agreement as described in Paragraph 2 of this Agreement.
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5. APPLICATIONS.
Completed applications for Contracts solicited by WSSI through its agents or
representatives shall be transmitted directly to ReliaStar. All payments under
the Contracts shall be made by check payable to ReliaStar or by other method
acceptable to ReliaStar, and if received by WSSI, shall be held at all times in
a fiduciary capacity and remitted promptly to ReliaStar.
6. STANDARD OF CARE.
WSSI shall be responsible for exercising reasonable care in carrying out the
provisions of this Agreement.
7. RECORDS AND REPORTS.
ReliaStar shall maintain and preserve such records as are required of it, WSSI
and the Variable Account, by applicable laws and regulations with regard to the
offer and sale of variable life insurance. The books, accounts, and records of
ReliaStar, the Variable Account and WSSI shall be maintained by ReliaStar so as
to clearly and accurately disclose the nature and details of the transactions.
ReliaStar, the Variable Account and WSSI shall be maintained by ReliaStar so as
to clearly and accurately disclose the nature and details of the transactions.
ReliaStar agrees that it will maintain and preserve all such records in
conformity with the requirements of the 1934 Act, to the extent such
requirements are applicable to variable life insurance. ReliaStar further agrees
that all such records shall be and are maintained and held in conformity with
the 1934 Act and said records are and shall remain at all times available to
WSSI.
8. COMPENSATION.
ReliaStar shall arrange for the payment of commissions to those Brokers that
sell Contracts under agreements entered into pursuant to Section 2, hereof, and
to wholesalers that solicit brokers to sell Contracts under agreements entered
into pursuant to Section 2, hereof, in amounts as may be agreed to by ReliaStar
and WSSI specified in such written agreements.
9. INVESTIGATION AND PROCEEDINGS.
WSSI and ReliaStar agree to cooperate fully in any regulatory investigation or
proceeding or judicial proceeding arising in connection with the contracts
distributed under this Agreement. WSSI further agrees to furnish regulatory
authorities with any information or reports in connection with such services
which may be requested in order to ascertain whether the operations of ReliaStar
and the Variable Account are being conducted in a manner consistent with
Applicable laws and regulations. WSSI and ReliaStar further agree to cooperate
fully in any securities regulatory investigation or proceeding with respect to
ReliaStar, WSSI, their affiliates and their agents or representatives to the
extent
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that such investigation or proceeding is in connection with Contracts
distributed under this Agreement. Without limiting the foregoing:
(a) WSSI will be notified promptly of any customer complaint or notice of
any regulatory investigation or proceeding or judicial proceeding
received by ReliaStar with respect to WSSI or any agent or
representative of a Broker which may affect ReliaStar's issuance of
any Contract sold under this Agreement; and
(b) WSSI will promptly notify ReliaStar of any customer complaint or
notice of any regulatory investigation or proceeding received by WSSI
or its affiliates with respect to WSSI or any agent or representative
a Broker in connection with any Contract distributed under this
Agreement or any activity in connection with any such Contract.
10. EMPLOYEES.
WSSI will not employ in any material connection with the handling of the
Variable Accounts assets any person who, to the knowledge of WSSI:
(a) in the last 10 years has been convicted of any felony or misdemeanor
arising out of conduct involving embezzlement, fraudulent conversion,
or misappropriation of funds or securities, or involving violations of
Section 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code; or
(b) within the last 10 years has been found by any state regulatory
authority to have violated or has acknowledged violation of any
provision of any state insurance law involving fraud, deceit, or
knowing misrepresentation; or
(c) within the last 10 years has been found by any federal or state
regulatory authorities to have violated or have acknowledge violation
of any revision of federal or state securities laws involving fraud,
deceit, or knowing misrepresentation.
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11. TERMINATION.
This Agreement may be terminated at any reason, for any either party on 60 days'
written notice to the other party, without the payment of any penalty. Upon
termination of this Agreement, all authorizations, rights and obligations shall
cease except the obligation to settle accounts hereunder, including commissions
on purchase payments subsequently received for Contracts in effect at time of
termination, and the agreements contained in Sections 8 and 9 hereof.
12. ASSIGNMENT.
This agreement is not assignable by either party.
13. REGULATION.
This agreement shall be subject to the provisions of the 1940 Act and the 1934
Act and the rules, regulations and rulings thereunder, and of the applicable
rules and regulations of the NASD, and applicable state insurance law and other
applicable law, from time to time in effect, and the terms hereof shall be
interpreted and construed in accordance therewith.
14. NOTICES.
Notices of any kind to be given to WSSI by ReliaStar or the Variable Account
shall be in writing and shall be duly given if mailed, first class postage
prepaid, or delivery to the President of WSSI at 00 Xxxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxxx, XX 00000, or at such other address or to such individual as shall
be specified by WSSI. Notices of any kind to be given to ReliaStar or the
Variable Account shall be in writing and shall be duly given if mailed, first
class postage prepaid, or delivered to them at 0000 Xxxxxxxx Xxxx, Xxxxxxxx,
Xxx Xxxx 00000, Attention: Senior Vice President, Individual Insurance Division,
or at such other address or to such individual as shall be specified by
ReliaStar.
15. SEVERABILITY.
If any provisions of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
16. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RELIASTAR LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President and
General Counsel
WASHINGTON SQUARE SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Assistant Vice President and
Chief Compliance Officer
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EXHIBIT A
CONTRACTS
Form Number of Contract
Name of Variable Account Funded by Variable Account
-------------------------------------- ----------------------------------
ReliaStar Life Insurance Company of ORD 75-34 and state exceptions
New York Variable Annuity Funds A, B
C
ReliaStar Life Insurance Company of ORD 75-32 and state exceptions
New York Variable Annuity Funds D, E,
F, G, H, I
ReliaStar Life Insurance Company of ORD-80-1924 and state
New York Variable Annuity Fund M exceptions
ReliaStar Life Insurance Company of B-ORD-1928-90 and state
New York Variable Annuity Funds P & exceptions
Q
ReliaStar Life Insurance Company of Level premium policies
New York Variable Life Separate VL82-1195, VL84-1103,
Account I VL84-1102; single premium
policy VL84-1101; and state
exceptions
ReliaStar Life Insurance Company of 85-251 and 85-438
New York Variable Life Separate
Account I
ReliaStar Life Insurance Company of 85-499
New York Variable Annuity Separate
Account II
