PRINCIPAL UNDERWRITER AGREEMENT
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FOR
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VARIABLE ANNUITIES AND VARIABLE LIFE INSURANCE
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BETWEEN
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RIVERSOURCE DISTRIBUTORS, INC.
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AND
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RIVERSOURCE LIFE INSURANCE COMPANY
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This Principal Underwriter Agreement for Variable Annuities and Variable Life
Insurance ("Agreement") is entered into by and between RiverSource Life
Insurance Company ("RSLIC"), a Minnesota corporation, and RiverSource
Distributors, Inc. ("RDI"), a Delaware Corporation, effective this first (1st)
day of January 2007 ("Effective Date").
Whereas, RSLIC is a life insurance company duly organized and validly existing
under the laws of the state of Minnesota and is subject to supervision by the
Minnesota Department of Commerce;
Whereas, RSLIC maintains certain separate accounts named in Exhibit A to this
Agreement as may be amended from time to time ("Separate Accounts");
Whereas, the Separate Accounts were duly created and established by RSLIC or
by its affiliated life insurance companies domiciled outside of New York prior
to December 31, 2006;
Whereas, the Separate Accounts of American Enterprise Life Insurance Company
and American Partners Life Insurance Company (such companies together the
"Affiliated Insurers") were transferred to RSLIC by operation of law and
incident to the mergers of the Affiliated Insurers with and into RSLIC on
December 31, 2006, and simultaneously, IDS Life Insurance Company was renamed
RSLIC;
Whereas, each Separate Account is registered as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act");
Whereas, the Separate Accounts serve as segregated investment accounts for
certain variable annuity contracts and variable life insurance policies
("Contracts") named in Exhibit A to this Agreement and issued by RSLIC and its
Affiliated Insurers prior to December 31, 2006;
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Whereas, the Contracts are registered under the Securities Act of 1933 (1933
Act);
Whereas, RSLIC desires to retain RDI to act as principal underwriter for the
distribution and sale of the Contracts in order to satisfy the requirements of
the federal securities laws, and such future and additional Contracts as may
be issued after the Effective Date ("Future Contracts");
Whereas, RDI is registered as a broker dealer under the 1934 Act and is a
member of the National Association of Securities Dealers Inc. ("NASD");
NOW, THEREFORE, In consideration of the mutual promises contained herein the
parties agree as follows:
1. REPRESENTATIONS OF RDI.
RDI represents and warrants that it is registered with the National
Association of Securities Dealers, Inc. ("NASD") and Securities Exchange
Commission ("SEC") as a broker-dealer under the 1934 Act and is
qualified to do business in those jurisdictions where RSLIC is licensed
and qualified to do business and the Contracts are offered. RDI
represents and warrants that it is and shall remain during the term of
this Agreement in compliance with Section 9(a) of the 1940 Act.
2. APPOINTMENT OF PRINCIPAL UNDERWRITER.
On the Effective Date of the Agreement, RSLIC appoints RDI and RDI
accepts the appointment to serve as principal underwriter of the
Contracts and the Future Contracts in all jurisdictions where the
Contracts and the Future Contracts may be lawfully sold, subject to the
registration requirements of the 1933 Act, the 1934 Act and the 1940
Act.
3. SELLING AGREEMENTS.
In order to accomplish the distribution of the Contracts and the Future
Contracts, RDI is authorized to enter into selling agreements,
substantially in the form attached hereto as Exhibit B ("Selling
Agreements"), with other broker dealer firms that are registered under
the 1934 Act and are members of the NASD ("Selling Firms").
RSLIC may refuse to appoint any Selling Firm, affiliated or networked
insurance agency of the Selling Firm and any affiliated person of any of
the foregoing entities as its agent under the insurance laws of the
jurisdictions in which the Contracts and the Future Contracts may be
offered and may terminate such appointment as provided for in the
Selling Agreement.
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4. DUTIES OF RDI.
(a) Compliance
RDI will fully comply with the requirements of the NASD, the SEC
and all other federal and state laws applicable to the
underwriting and distribution of the Contracts and the Future
Contracts through Selling Firms. Upon request by RSLIC, RDI will
furnish such records as may be necessary to establish such
compliance.
(b) Prospectuses, Sales Literature and Advertising.
In accordance with the requirements of the laws of several states,
and rules of the NASD and SEC, RDI will act in conformity with
final disclosure documents describing the Contracts and the Future
Contracts. RDI will not give any information or make any
representations or statements on behalf of or concerning RSLIC in
connection with the Contracts and the Future Contracts other than
information or representations contained in the registration
statement, prospectus or statement of additional information
pertaining to the Separate Accounts and the Contracts and the
Future Contracts, as such materials may be amended from time to
time or as may be contained in sales literature prepared and
approved by RSLIC. RDI will not use, and will take reasonable
steps to ensure that no Selling Firm uses any sales promotion or
advertising materials in connection with the offering and sale of
the Contracts and the Future Contracts which has not been approved
in writing by RSLIC prior to such use.
(c) Purchase Payments
RDI agrees that all payments tendered with or in respect of any
application for a Contract or a Future Contract and the Contract
or a Future Contract when issued is the property of RSLIC. All
payments made for or under the Contracts (including Future
Contracts) shall be made by check payable to RSLIC, or by such
other method RSLIC specifies as acceptable. In the event RDI
receives any payment in respect of a Contract or a Future
Contract, RDI shall hold such payment in a fiduciary capacity and
shall promptly transmit such payment to RSLIC.
(d) Books, Records and Reports
RDI will comply with all applicable requirements of the 1934 Act
and the NASD including the requirements to maintain and preserve
books and records pursuant to Section 17(a) of the 1934 Act and
the rules thereunder.
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(e) Indemnification
RDI hereby agrees to hold harmless and indemnify RSLIC against any
and all claims, liabilities and expenses which RSLIC may incur
from liabilities arising out of or based upon any breach of this
Agreement by RDI.
(f) Assistance to Selling Firms
RDI may assist RSLIC in obtaining sales of the Contracts and
Future Contracts through Selling Firms by providing Selling Firms
(and with the consent of the Selling Firms, their registered
personnel) with wholesaling support services including but not
limited to the following:
o product information regarding the Contracts (and Future
Contracts) which has been prepared by or approved in advance
of its use by RSLIC
o sales strategies and sales materials for the Contracts (and
Future Contracts) which have been prepared by or approved in
advance of their use by RSLIC
o sponsoring informational events regarding the Contracts (and
Future Contracts) for Selling Firms and their registered
personnel
o answering technical product questions about the Contracts
(and Future Contracts) for the Selling Firm and its
registered personnel
5. REPRESENTATIONS OF RSLIC.
(a) RSLIC represents and warrants that it is domiciled in the State of
Minnesota and licensed by the Minnesota Department of Commerce to
offer the Contracts (including Future Contracts) and is licensed
in other jurisdictions in which the Contracts(including Future
Contracts) may be offered.
(b) RSLIC, as issuer of the Contracts and Future Contracts, and on
behalf of the Separate Accounts, has registered each Separate
Account as a unit investment trust under the 1940 Act and has
registered each Contract under the 1933 Act, and will register
each Future Contract under the 1933 Act.
(c) RSLIC will meet any requirements of the departments of insurance
in the jurisdictions in which the Contracts and Future Contracts
are available for sale regarding filing of advertising and sales
literature.
(d) RSLIC represents and warrants that it is and shall remain during
the term of this Agreement in compliance with Section 9(a) of the
1940 Act.
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6. DUTIES OF RSLIC.
(a) Prospectuses, Sales Literature and Advertising
(i) RSLIC will provide RDI prospectuses relating to the
Contracts and Future Contracts and such other sales
literature and advertising materials as RSLIC determines is
necessary or desirable for use in connection with sales of
the Contracts and Future Contracts.
(ii) RSLIC represents and warrants that the prospectus(es) and
registration statement(s) relating to the Contracts and
Future Contracts will contain no untrue statements of
material fact or omission to state a material fact, the
omission of which makes any statement contained in the
prospectus(es) and registration statement(s) misleading.
(b) Applications for Contracts and Future Contracts
All applications for Contracts and Future Contracts are subject to
acceptance or rejection by RSLIC at its sole discretion. If
rejected, RSLIC will refund the initial payment to the Selling
Firm for the benefit of the purchaser if the Selling Agreement so
provides, otherwise, RSLIC will refund the purchase payment
directly to the purchaser.
(c) Variable Contract Delivery
RSLIC will transmit Contracts and Future Contracts to Selling
Firms for delivery to the owner if the Selling Agreement so
provides, otherwise RSLIC will mail the Contract or Future
Contract directly to the owner.
(d) Retention of Rights by RSLIC
RSLIC reserves the right to reject any and all applications and
payments submitted, discontinue writing any form of Contract or
Future Contract, take possession of and cancel any Contract or
Future Contract and return the payment or any part of it, and make
any compromise or settlement in respect of a Contract or Future
Contract. RSLIC may in its sole discretion and without notice to
RDI, suspend sales of any Contract or Future Contract or amend any
policies or contracts evidencing such Contracts or Future
Contracts if, in RSLIC'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 RSLIC. In all
other situations, RSLIC will provide 30 days notice to RDI prior
to suspending sales of any Contract, Future Contract or amending
any policies or contracts evidencing such Contracts or Future
Contracts.
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(e) Payment of Amounts Due Selling Firms under Selling Agreements
If requested by RDI, and as an administrative convenience to RDI,
RSLIC may pay compensation due to one or more Selling Firms
(including Selling Firms which are affiliated with RDI and RSLIC)
in accordance with the terms of the Selling Agreement with each
Selling Firm ("Commission Processing Services"). RSLIC shall have
no discretion as to either the timing or the amount of such
payments to any Selling Firm. RSLIC will pay all such compensation
to the Selling Firms in the name of RDI. If RSLIC provides these
Commission Processing Services to RDI, then RSLIC's books and
records will reflect all transactions performed on behalf of RDI
in connection with these services. RSLIC will preserve and
maintain these books and records in conformity with the
requirements of Rules 17a-3 and 17a-4 under the 1934 Act. RDI will
retain overall responsibility for the records kept for it by RSLIC
in providing these services, exactly as if RDI rather than RSLIC
made these payments. RSLIC acknowledges that it holds all books
and records with respect to these services on behalf of and as
agent for RDI whose property they are and shall remain.
If RSLIC provides Commission Processing Services to RDI, then RDI
shall pay RSLIC its allocated cost of the Commission Processing
Services using the same allocation procedures and methods set
forth in section 7 below, except such allocations shall be made by
RSLIC and paid by RDI, and provided further that all such
allocated costs and expenses: a) shall be equitable among all
parties to this Agreement; b) shall be in conformance with all
state insurance regulatory requirements applicable to RSLIC; and,
c) shall be accounted for by RDI in accordance with guidance
issued by the Securities and Exchange Commission and by the NASD
in Notice To Members 03-63.
(f) Indemnification
RSLIC hereby agrees to hold harmless and indemnify RDI against any
and all claims, liabilities and expenses which RDI may incur from
liabilities arising out of or based upon RSLIC's breach of any of
its duties under this Agreement.
(g) Books, Records and Reports
RSLIC will comply with all applicable requirements of the 1934 Act
and the NASD including the requirements to maintain and preserve
books and records pursuant to Section 17(a) of the 1934 Act and
the rules thereunder regarding confirmations RSLIC sends on behalf
of the Selling Firms for payments RSLIC receives under the
Contracts and the Future Contracts, for transactions RSLIC
processes under the Contracts and the Future Contracts, and for
commissions related to the Contracts and Future which RSLIC pays
to Selling Firms on behalf
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of RDI. RSLIC shall hold such books and records on behalf of and
as agent for RDI whose property they are and shall remain, and
acknowledges that such books and records are at all times subject
to inspection by the SEC in accordance with Section 17(a) of the
1934 Act.
7. COMPENSATION OF PRINCIPAL UNDERWRITER.
RSLIC agrees to reimburse RDI at cost for services provided by RDI
pursuant to this Agreement. The charge to RSLIC for such services shall
include all direct and indirectly allocable expenses. The methods for
allocating expenses to RSLIC shall be in accordance with the
requirements of the Minnesota insurance holding company system laws.
Such methods shall be modified and adjusted by mutual agreement where
necessary or appropriate to reflect fairly and equitably the actual
incidence of expense incurred by RDI on behalf of RSLIC. The method of
allocating costs hereunder and the payment thereof shall be determined
in the following manner:
(a) The cost of services performed by RDI that are identifiable as
expenses incurred directly and exclusively for the benefit of the
RSLIC shall be charged to RSLIC.
(b) The cost of services performed by RDI that are not identifiable as
expenses incurred directly and exclusively for the benefit of
RSLIC shall be allocated and charged to RSLIC in conformity with
customary insurance accounting practices.
(c) At the request of RSLIC, and at RDI's expense, RDI shall produce
records and provide access to enable RSLIC to verify that such
cost allocations are performed in accordance with the practices
referenced above.
(d) For services rendered under this Agreement, payment shall be made
by RSLIC to RDI on a monthly basis within thirty (30) days of
invoice or other notice. The parties agree that during the course
of any given month RSLIC may make reasonable estimated payments
for part or all of the monthly cost in which case such payment
shall be offset against the actual amount otherwise due at the end
of the month under this Agreement. The parties also agree that, at
the option of RSLIC, RSLIC may reimburse RDI based upon RDI's good
faith estimate of the monthly costs for some or all of the
services provided hereunder, in which case there shall be a final
adjustment made within thirty (30) days after completion of RDI's
cost analysis performed at least annually.
For purposes of allocating costs under this Agreement, RSLIC and RDI
shall rely on their internal accounting and allocation system then in
effect, that system currently being the Management Accounting and
Reporting System ("MARS"), which utilizes a product factor methodology
for certain services and rate-volume formulas for other services, in
order to ensure fair and reasonable allocations of income and expenses
among affiliated entities. Allocation of such costs under this Agreement
shall be accounted for by RDI in
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accordance with applicable requirements of the Securities and Exchange
Commission and by the NASD including guidance provided in Notice To
Members 03-63.
8. TERMINATION.
This Agreement may be terminated, without cause, by either party upon
sixty (60) days prior written notice, without penalty; and may be
terminated immediately, by either party for failure to perform
satisfactorily or other cause; and will be terminated immediately if RDI
ceases to be registered as a broker dealer under the 1934 Act and a
member of the NASD. This Agreement will also terminate immediately upon
assignment without the prior written consent of both parties.
9. GENERAL PROVISIONS.
(a) Amendment and Entirety
This is the entire Agreement between RSLIC and RDI with respect to
the subject matter of this Agreement. No additions, amendments or
modifications of this Agreement or any waiver of any provision
will be valid unless approved, in writing, by authorized
representatives of RSLIC and RDI. In addition, no waiver of any
default or failure of performance by either party will affect the
other party's rights with respect to a subsequent default or
failure.
(b) Independent Contractor Relationship
This Agreement does not create the relationship of employer and
employee between the parties to this Agreement. RSLIC and RDI are
independent contractors with respect to each other, and their
respective employees and agents.
(c) Assignment
Neither RSLIC nor RDI will assign or transfer, in whole or in
part, this Agreement or any of the benefits accrued or to accrue
hereunder, without prior written consent of an authorized
representative of each party.
(d) Governing Law
It is agreed by the parties that this Agreement will be governed
by the laws of the State of Minnesota.
(e) Severability
It is understood and agreed by the parties that if any part, term
or provision of this Agreement is held to be invalid or in
conflict with any law or regulation, the
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validity of the remaining part, terms or provisions will not be
affected and the parties' rights and obligations will be construed
and enforced as if this Agreement did not contain the part, term
or provision held to be invalid.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the Effective Date.
RIVERSOURCE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
RIVERSOURCE DISTRIBUTORS INC.
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: CEO
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EXHIBIT A
Separate Accounts:
RiverSource Account F
RiverSource Variable Account 10
RiverSource Variable Annuity Fund A
RiverSource Variable Annuity Fund B
RiverSource Variable Annuity Account 1
RiverSource Variable Annuity Account
RiverSource Variable Life Account
RiverSource Account SBS
RiverSource of New York Account SBS
RiverSource Variable Account for Xxxxx Xxxxxx
RiverSource Variable Life Separate Account
Contracts:
IDS Life Variable Retirement & Combination Retirement Annuities
(File No. 2-73114)
IDS Life Employee Benefit Annuity (File No. 33-52518)
IDS Life Flexible Annuity (File No. 33-4173)
IDS Life Group Variable Annuity Contract (File No. 33-47302)
IDS Flexible Portfolio Annuity (File No. 33-62407)
RiverSource Retirement Advisor Variable Annuity (File No. 333-79311)
RiverSource Retirement Advisor Variable Annuity - Band 3 (File No. 333-79311)
RiverSource Retirement Advisor Advantage Variable Annuity/RiverSource
Retirement Advisor Select Variable Annuity (File No. 333-79311)
RiverSource Retirement Advisor Advantage Variable Annuity - Band 3
(File No. 333-79311)
RiverSource Retirement Advisor Advantage Plus Variable Annuity/RiverSource
Retirement Advisor Select Plus Variable Annuity (File No. 333-79311)
RiverSource Retirement Advisor 4 Advantage Plus VA/RiverSource Retirement
Advisor 4 Select Plus VA (S) (File No. 333-79311)
Single Premium Variable Life Insurance Policy (File No. 33-5210)
IDS Life Variable Annuity Fund A (File No. 2-29081)
IDS Life Variable Annuity Fund B-Individual (File No. 2-29358)
IDS Life Variable Annuity Fund A-Group (File No. 2-47430)
RiverSource Single Premium Variable Life Insurance (File No. 333-83456)
RiverSource Variable Universal Life IV/ RiverSource Variable Universal Life IV
- Estate Series (File No. 333-69777)
RiverSource Variable Second-To-Die Life Insurance (File No. 33-62457)
RiverSource Variable Universal Life Insurance (File No. 33-11165)
RiverSource Variable Universal Life III (File No. 333-69777)
RiverSource Succession Select Variable Life Insurance (File No. 33-62457)
Single Premium Variable Life Insurance Policy (File No. 2-97637)
Symphony Annuity (File No. 33-40779)
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AEL Personal Portfolio Plus(2) (File No. 33-54471)(no longer offered);
AEL Personal Portfolio Plus (File No. 33-54471)(no longer offered);
AEL Personal Portfolio (File No. 33-54471)(no longer offered);
AEL Preferred Variable Annuity (File No. 333-20217);
Evergreen Essential((SM)) Variable Annuity (File No. 333-92297);
Evergreen New Solutions Variable Annuity (File No. 333-92297);
Evergreen New Solutions Select Variable Annuity (File No. 333-92297);
Evergreen Privilege(SM) Variable Annuity (File No. 333-73958);
Evergreen Pathways(SM) Variable Annuity (File No. 333-73958);
Evergreen Pathways(SM) Select Variable Annuity (File No. 333-73958);
RiverSource(SM) AccessChoice Select(SM) Variable Annuity (File No. 333-92297);
RiverSource(SM) FlexChoice(SM) Variable Annuity (File No. 333-73958);
RiverSource(SM) FlexChoice(SM) Select Variable Annuity (File No. 333-73958);
RiverSource(SM) Endeavor Select(SM) Variable Annuity (File No. 333-92297);
RiverSource(SM) Galaxy Premier Variable Annuity (File No. 333-82149);
RiverSource(SM) Innovations Variable Annuity (File No. 333-92297);
RiverSource(SM) Innovations(R) Select Variable Annuity (File No. 333-92297);
RiverSource(SM) Innovations Classic Variable Annuity (File No. 333-92297);
RiverSource(SM) Innovations(R) Classic Select Variable Annuity
(File No. 333-92297);
RiverSource(SM) New Solutions Variable Annuity(SM) (File No. 333-92297);
RiverSource(SM) Pinnacle Variable Annuity(SM) (File No. 333-82149);
RiverSource(SM) Platinum Variable Annuity (File No. 333-72777)
(no longer offered);
RiverSource(SM) Signature Variable Annuity(SM) (File No. 333-74865);
RiverSource(SM) Signature Variable Select Annuity(R) (File 333-74865);
RiverSource(SM) Signature One Variable Annuity(SM) (File No. 333-85567);
RiverSource(SM) Signature One Select Variable Annuity (File No. 333-85567);
Xxxxx Fargo Advantage(R) Variable Annuity (File No. 333-85567);
Xxxxx Fargo Advantage(R) Builder Variable Annuity (File No. 333-85567);
Xxxxx Fargo Advantage Choice(SM) Variable Annuity (File No. 333-73958);
Xxxxx Fargo Advantage(R) Select Variable Annuity (File No. 333-92297);
Xxxxx Fargo Advantage(R) Builder Select Variable Annuity (File No. 333-85567);
Xxxxx Fargo Advantage Choice(SM) Select Variable Annuity (File No. 333-73958).
RiverSource(SM) Signature Variable Life Universal Life (File No. 333-84121)
(no longer offered).
Privileged Assets(R) Select Annuity (File No. 33-57731)
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EXHIBIT B
SELLING AGREEMENT
FOR RIVERSOURCE LIFE INSURANCE COMPANY
ANNUITY AND LIFE PRODUCTS
This AGREEMENT ("Agreement") dated ________________, 2007("Effective Date") is
among RIVERSOURCE LIFE INSURANCE COMPANY ("Company"), RIVERSOURCE
DISTRIBUTORS, INC. ("Distributor", together with Company, "RiverSource") and
_____________ ("Broker-Dealer") and ____________ ("Agency"), and its
affiliated insurance agencies identified on Exhibit A who have also executed
this Agreement or an Affiliate Participation Agreement (each an "Agency").
Distributor joins this Agreement in its role as principal underwriter of
Company's variable annuity contracts and variable life insurance policies
("Variable Contracts") only.
RECITALS
The purpose of this Agreement is to establish the terms and conditions under
which Broker-Dealer and Agency (collectively, "Authorized Selling Firm") will
service Accounts and market and sell those insurance products issued by the
Company, as set forth in one or more attached Product Exhibit(s), which may
include variable annuity contracts, variable life insurance policies, fixed
annuities, and fixed life insurance policies.
RiverSource and Authorized Selling Firm intend that Authorized Selling Firm
will be responsible for managing and supervising Producers in marketing and
selling Company's Products and servicing Company's Accounts pursuant to this
Agreement.
In consideration of the mutual covenants contained herein, the parties agree
as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
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have the following meanings:
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1.1 "ACCOUNTS" are those annuity and life insurance Contracts
issued by Company that Company authorizes Agency,
Broker-Dealer, and their Producers to service under this
Agreement.
1.2 "AGENCY" is an insurance agency licensed in one or more
states and affiliated with Broker-Dealer by ownership or
contract with respect to the sale of Products under this
Agreement. Broker-Dealer may also act as "Agency."
1.3 "AUTHORIZED SELLING FIRM" means the Broker-Dealer taken
together with the Agency or Agencies, with respect to the
sale of Products and servicing of Accounts under this
Agreement, in accordance with the terms and conditions of
the SEC no-action letter First of America Brokerage Service,
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Inc. (dated September 28, 1995).
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1.4 "BROKER-DEALER" is an entity duly registered as a
broker-dealer with the Securities and Exchange Commission
("SEC"), the National Association of Securities Dealers
("NASD"), and states where required.
1.5 "COMPANY RULES" mean any written instructions, bulletins,
manuals, training materials, and any underwriting or
suitability guidelines provided to Authorized Selling Firm
by the Company or that may be posted on the RiverSource Web
Site located xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxxxxx.
1.6 "CONTRACT" or "Contracts" are those annuity or variable life
insurance policy validly issued by Company to a purchaser
meeting underwriting standards of the Company.
1.7 "HYPERLINK" shall mean a direct link from the Authorized
Selling Firm's Internet or Intranet site to the RiverSource
Web Site located xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxxxxx.
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1.8 "LICENSED ASSISTANT" is an individual who is appropriately
registered with the NASD who assists Producer in providing
service for Products and Accounts.
1.9 "PRODUCER" is a duly licensed individual who sells Products
and services Accounts as an employee or independent
contractor of Agency or Broker-Dealer and who is
appropriately registered with the NASD and licensed and
appointed in accordance with all applicable insurance laws.
1.10 "PRODUCTS" OR "PRODUCT" are those annuity and life insurance
products issued by Company which will be marketed, sold, or
serviced by Agency, Broker-Dealer, and their Producers under
this Agreement, and which are set forth on attached Exhibit
A and further detailed on Product Exhibits.
1.11 "REPLACEMENT" is the sale of a Product which is funded by
the purchaser with money obtained from the liquidation of
another life insurance policy or annuity contract.
1.12 "TERRITORY" may be any 49 of the 50 United States (all
states other than New York), and the District of Columbia,
but includes only those jurisdictions in which Agency is
authorized to service Accounts and market and sell the
Products under this Agreement. Exhibit A lists states where
Company Products have been approved for sale.
2. TERM OF AGREEMENT. This Agreement, once fully executed by the
parties hereto, shall remain in effect beginning upon the
Effective Date until it is terminated in accordance with Section
9, "Termination."
3. APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER.
3.1 APPOINTMENT AND AUTHORIZATION OF AGENCY AND BROKER-DEALER.
Company and Distributor appoint Agency and authorize
Broker-Dealer to solicit sales of and sell Products and
service Accounts in accordance with the terms and conditions
of this Agreement as an Authorized Selling Firm. Agency and
Broker-Dealer accept the appointment and authorization.
These two appointments, taken together, constitute the
appointment of Authorized Selling Firm. Authorized Selling
Firm's authority is nonexclusive and is limited to the
performance of the services and responsibilities set forth
in this Agreement.
4. DUTIES, OBLIGATIONS AND LIMITATIONS OF AUTHORIZED SELLING FIRM.
Beginning on the Effective Date, Authorized Selling Firm will
faithfully perform all of Authorized Selling Firm's duties within
the scope of the agency relationship created under this Agreement
to the best of Authorized Selling Firm's knowledge, skill, and
judgment. As Authorized Selling Firm, Agency and Broker-Dealer
shall be jointly and severally responsible and liable to
RiverSource for the faithful performance of all obligations and
duties except those that this Agreement specifically identifies as
duties of Broker-Dealer. Authorized Selling Firm's duties shall
include, but not be limited to the following:
4.1 RECRUITMENT OF PRODUCERS. Authorized Selling Firm may
recruit Producers to sell Products and/or service Accounts
under the supervision of Authorized Selling Firm. A Producer
so recruited may not solicit or sell Products or service
Accounts prior to acquiring any required state insurance
license(s) in the state(s) where such Producer will solicit
or sell Products or Service Accounts, being registered with
the NASD as a representative of the Broker-Dealer, being
appointed by Company as an agent, and completing the
training described in Section 4.5.15.
4.2 LICENSED ASSISTANT. Authorized Selling Firm may allow
Producer's Licensed Assistants to perform telephone
transactions authorized by the Contract owner if permitted
by the current Product prospectus and Company Rules.
Authorized Selling Firm is responsible for the supervision
of Licensed Assistants. A Licensed Assistant may not perform
telephone transactions for any Contract owner prior to being
appropriately registered with the NASD as a representative
of the Broker-Dealer.
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4.3 LICENSING, REGISTRATION, AND APPOINTMENT OF AGENCY,
PRODUCERS, AND LICENSED ASSISTANTS. Agency shall be
responsible for the preparation and submission of licensing
forms and the assurance that all Producers recruited by
Authorized Selling Firm are appropriately licensed as
insurance agents in the state(s) where such Producers will
solicit and sell Products and service Accounts.
Broker-Dealer shall be responsible for the preparation and
submission to the NASD of representative registration forms
and the assurance that all Producers and Licensed Assistants
are and remain registered as representatives of
Broker-Dealer with the NASD. Authorized Selling Firm shall
be responsible for investigating the character, work
experience, and background of any proposed Producer and upon
request will provide Company with copies of such
investigations. Authorized Selling Firm shall recommend
Producers for appointment with Company, but Company shall
retain sole authority to make appointments and may, at its
discretion, refuse to permit any Producer to solicit
Contracts for the sale of the Products or to service the
Accounts. Company shall be responsible for the preparation
and submission of appointment forms and the payment of
appointment fees in those states that require the Company to
appoint Producers.
4.4 COMPLIANCE WITH COMPANY RULES AND APPLICABLE LAWS.
Authorized Selling Firm will comply with all Company Rules
and with all applicable federal and state laws and
regulations. Authorized Selling Firm must access the Company
Rules at the RiverSource Web Site located
xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxxxxx. The Company Rules
may be changed by Company at its sole discretion.
4.5 SUPERVISION AND ADMINISTRATION. Authorized Selling Firm
shall have full, joint and several responsibility for the
training and supervision of all of its Producers who are
engaged directly or indirectly in the solicitation or sale
of the Products or the servicing of Accounts and the
activities of all of its Licensed Assistants. Producers and
Licensed Assistants shall be subject to the control of
Authorized Selling Firm with respect to their securities and
insurance regulated activities in connection with the
Products. Authorized Selling Firm shall be responsible for
all acts or omissions of Producers and Licensed Assistants.
Authorized Selling Firm's supervisory and administrative
responsibilities include, but are not limited to:
4.5.1 ensuring that Producers and Licensed Assistants
comply with Company Rules and all federal and
state laws and regulations applicable to the
Products and Accounts;
4.5.2 ensuring that Producers comply with all terms of
this Agreement in soliciting and selling the
Products and servicing the Accounts;
4.5.3 ensuring that Licensed Assistants comply with all
terms of this Agreement in providing any service
to the Contract owner;
4.5.4 supplying Producers with sales literature and
application forms approved by Company;
4.5.5 assisting Producers and Licensed Assistants in
responding to customer inquiries;
4.5.6 promptly delivering to Producers relevant Company
communications and Company Rules concerning
Products and/or Accounts, such as changes in
rates, regulatory notices or new Product
announcements;
4.5.7 on all Replacements, ensuring that Producers
provide Product applicants sufficient information
and disclosures to ensure the suitability of the
Replacement. Such information shall include that
which NASD Members and their affiliated persons
are expected to provide in sales involving a
Replacement, information required under
applicable state insurance law and regulation and
the following:
(a) all fees, expenses, and possible charges, such
as surrender charges, on both the new and the
surrendered investments;
(b) any change in the investment risk to the
Product applicant;
Page 14 of 33
(c) any change in the nature or the provider of
any guarantees associated with the Product and/or
the surrendered product;
All such information will be retained by Agency
for six years from the date of the completion and
signature of any application, and will be made
available to Company in accordance with Section
4.10, "Accurate Record; Audit," of this Agreement;
4.5.8 notifying Company if any Agency or Producer fails
to maintain the required state insurance license
or ceases to be a registered representative of
Broker-Dealer;
4.5.9 promptly informing Company of any violation of law
or Company Rules by Authorized Selling Firm,
Producer or Licensed Assistant, or of any
complaint by a Contract owner or regulatory agency
regarding the activities of Authorized Selling
Firm, Producer, Licensed Assistant or the Company
or Distributor with respect to the Products or
servicing of Accounts;
4.5.10 any other duties necessary or appropriate to
perform Authorized Selling Firm's obligations
under this Agreement;
4.5.11 on the use of electronic and automated Web-based
order-entry, processing, servicing, and
administration systems, ensuring that adequate
supervision and security and access controls are
in place to prevent the improper, unauthorized or
fraudulent use of or access to the order-entry,
servicing, or administration system(s);
4.5.12 notifying company of any suspected or actual
improper, unauthorized or fraudulent use of or
access to the order-entry, servicing, or
administration system(s);
4.5.13 cooperating fully with Company in any
investigation of any suspected or actual improper,
unauthorized or fraudulent use of or access to the
order-entry, servicing or administration
system(s);
4.5.14 Broker-Dealer will fully comply with and will
ensure Agency, Producers, and Licensed Assistant's
compliance with the requirements of the NASD, the
SEC, and all other applicable federal and state
laws, and, with Agency, will establish and
maintain such rules and procedures as may be
necessary to cause diligent supervision of the
securities activities of Agency, Producers, and
Licensed Assistants. Broker-Dealer's duties with
respect to Agency, Producers, and Licensed
Assistant's securities activities, include, but
are not limited to:
(a) delivering to each person submitting an
application a current prospectus for the
Product to be furnished by RiverSource in
the form required by the applicable federal
and state law;
(b) reviewing all Product applications for
accuracy and completeness, and determining
the suitability of the sale, which includes
reasonable efforts to obtain information
concerning the applicant's financial and
tax status, investment objectives, and any
other information used or considered
reasonable in making a Product
recommendation;
(c) complying with all applicable requirements
of the Securities Exchange Act of 1934
("1934 Act") and the NASD, including the
requirements to maintain and preserve books
and records pursuant to Section 17(a) of
the 1934 Act and the rules thereunder and
making such records and files available to
RiverSource and personnel of state
insurance departments, the NASD, SEC or
other regulatory agencies which have
authority over RiverSource;
4.5.15 ensuring that their Producers who market and sell
the Products and service the Accounts are trained
on (i) the product specifications and features;
(ii) all Company Rules and other requirements
communicated to Authorized Selling Firm that
RiverSource has adopted to satisfy insurance laws
and regulations regarding replacements; (iii)
standards that RiverSource has
Page 15 of 33
established for and communicated to Authorized
Selling Firm and their Producers to use in meeting
their respective duties to ensure suitable sales
of the Products before they begin to solicit or
sell Products; and (iv) completing all Company
forms used in connection with servicing Accounts.
If Authorized Selling Firm chooses not to use
Company-provided materials in training their
Representatives on (i), (ii), and (iii) above,
then Authorized Selling Firm shall provide to
RiverSource, for approval, documentation of its
own form and content of training to be used, prior
to the execution of this Agreement;
After the execution of this Agreement, to the
extent that Authorized Selling Firm uses any
training material related to the sale of the
Products or the servicing of Accounts that differs
from that contained in the Company-provided
training material, Authorized Selling Firm must
provide that training material to RiverSource for
approval prior to use. Authorized Selling Firm
shall also be responsible for assuring that its
Producers comply with all Company Rules and with
the applicable suitability requirements of the
National Association of Securities Dealers, Inc.
("NASD"), and any state or federal law, as amended
from time to time, in selling the Products and
servicing the Accounts; and
4.5.16 ensuring that Producers, in servicing Accounts,
are performing only those services listed on
Exhibit B hereto. Company may amend Exhibit B at
any time upon written notice to Authorized Selling
Firm.
4.6 COLLECTION AND SUBMISSION OF PREMIUMS. RiverSource and
Authorized Selling Firm agree that Authorized Selling Firm
will ensure that its Producers collection and timely
remittance of premiums received from the sale of Products is
as required by the Company Rules. All premiums associated
with sales of variable life insurance policies will be
remitted using the Check with Application method described
in the Company Rules. Five methods of collection and
remittance are available for variable annuity sales. Agency
and Broker-Dealer will decide which method it will employ
for variable annuity sales - Check with Application; Net
Wire; Net Wire through clearing broker; Gross Sweep; or
Gross ACH through clearing broker. See the Company Rules for
a description of each method.
4.7 SOLICITATION. Authorized Selling Firm, through Producers,
will solicit applicants who appear to meet Company's and
Distributor's underwriting and suitability standards,
provided that nothing in this Agreement shall be deemed to
require Authorized Selling Firm to solicit any particular
customer's application for a Product. Authorized Selling
Firm is not allowed to solicit applications for or sell
Products indicated under "Servicing Only" on the most
current Exhibit A.
4.8 APPLICATION AND ELECTRONIC OR WEB-BASED ORDER ENTRY.
Authorized Selling Firm is responsible for obtaining all
signatures required on each application and must deliver to
Company the application and all instruments necessary to
establish and issue a Contract under this Agreement.
Authorized Selling Firm must ensure that all information
sent to Company by means of electronic or automated
web-based order entry, processing, service or administration
system is complete and accurate. Authorized Selling Firm
agrees to pay Company for all expenses and as-of-costs
reasonably incurred by Company in connection with incomplete
or inaccurate information.
4.9 COMPANY PROPERTY. Authorized Selling Firm will safeguard,
maintain, and account for all policies, forms, manuals,
equipment, supplies, and advertising, sales, and servicing
literature furnished to Authorized Selling Firm and
Producers by RiverSource and will destroy or return the same
to RiverSource, at its discretion and promptly upon request.
4.10 ACCURATE RECORD; AUDIT. As required by applicable laws and
Company Rules, Authorized Selling Firm will keep
identifiable and accurate records and accounts of all
business and transactions effected pursuant to this
Agreement. Upon reasonable notice and at reasonable times,
continuing during a period of one year following the
termination of this Agreement, Authorized Selling Firm will
permit RiverSource to visit, inspect, examine, audit, and
verify, at Authorized Selling Firms offices or elsewhere,
all accounts, files, documents, books, reports, work papers,
compliance manuals, compliance reports, compliance rules and
procedures, and other records belonging to or in the
possession or control of
Page 16 of 33
Authorized Selling Firm relating to the business covered by
this Agreement, and to make copies thereof and extracts
therefrom, provided that such audit shall not unreasonably
interfere with Authorized Selling Firm's normal course of
business. Upon reasonable notice, Authorized Selling Firm
shall make and provide copies to RiverSource of such
accounts, files, documents, books, reports, work papers,
compliance manuals, compliance reports, compliance rules and
procedures, and other records belonging to or in the
possession or control of Authorized Selling Firm.
4.11 APPROVED ADVERTISING. No sales promotions, promotional
materials, or any advertising relating to Products or
Company or Distributor ("Sales Material") distributed to
either customers or Producers shall be used by Authorized
Selling Firm or Producers unless the specific item has been
approved in writing by Company and/or Distributor before
use. Any Sales Material developed by Authorized Selling Firm
will become the sole property of Company and/or Distributor
once approved. Any modification of the promotional materials
to enable the use of such in a financial institution setting
must also be approved in accordance with this section.
4.12 FIDELITY BOND. Authorized Selling Firm represents and
warrants that all directors, officers, employees, and
representatives of the Authorized Selling Firm who are
appointed pursuant to this Agreement as Producers for
Company or who have access to funds of Company, including
but not limited to funds submitted with applications for
Products 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 acceptable to Company. The bond shall be for at
least the amount prescribed by the NASD rules. Broker-Dealer
shall maintain the bond at its expense. Company may require
evidence, satisfactory to it, that such coverage is in
force. Authorized Selling Firm shall give prompt written
notice to Company of cancellation or change of coverage.
4.13 LIMITATIONS. Authorized Selling Firm shall have no authority
with respect to RiverSource, nor shall it represent itself
as having such authority, other than as is specifically set
forth in this Agreement. Without limiting the foregoing,
neither Agency nor Broker-Dealer shall, without the express
written consent of Company and/or Distributor, as
applicable:
4.13.1 make, waive, alter or change any term, rate or
condition stated in any Product, Contract or
Company approved Sales Material or other approved
forms, or discharge any Product in the name of
Company;
4.13.2 waive a forfeiture;
4.13.3 extend the time for the payment of premiums or
other monies due Company;
4.13.4 accept service of process on behalf of Company or
Distributor;
4.13.5 make, accept or endorse notes, or endorse checks
payable to Company or Distributor, or otherwise
incur any expense or liability on behalf of
Company or Distributor;
4.13.6 offer to pay or pay, directly or indirectly, any
rebate of premium or any other inducement not
specified in the Products;
4.13.7 give or offer to give any advice or opinion
regarding the taxation of any customer's income or
estate in connection with the purchase of any
Product;
4.13.8 enter into an agreement with any person or entity
to market or sell the Products without the written
consent of Company and Distributor;
4.13.9 use Company's or Distributor's names, logos,
trademarks, service marks or any other proprietary
designation ("Company Marks") without the prior
written permission of Company; or
Page 17 of 33
4.13.10 engage in, or permit any Producer to engage in,
any systematic program that results in a surrender
of Product(s) - sold either under this Agreement
or any other prior agreement between Authorized
Selling Firm or any of their predecessors and
RiverSource - at any time while this Agreement is
in force; or provide data including Confidential
Contract owner Information as defined in Section
11.2 of this Agreement to any other person or
organization which would allow or facilitate the
surrender of Company's Products. Nothing in this
Agreement shall preclude the replacement of
Company's annuity products with Company's own
variable annuity or variable insurance products,
so long as such sales are suitable and documented
according to Section 4.5.7, Replacement Sales.
(See also Section 9.3, Post Termination
Limitations, and Section 11, Confidentiality,
generally.).
4.14 CONTRACT DELIVERY TO CONTRACT OWNERS. Authorized Selling
Firm shall return promptly to Company all receipts for
delivered Contracts, all undelivered Contracts, and all
receipts for cancellations, in accordance with Company
Rules. Authorized Selling Firm will ensure prompt delivery
of Contracts to Contract owners by Authorized Selling Firm
or their Producers within 5 business days of receipt of the
Contract by the Authorized Selling Firm or their Producers.
Authorized Selling Firm agrees to indemnify and hold
harmless Company for any loss incurred by Company that
results from failure to deliver Contracts to Contract owners
within such 5 business day period. This section will not
apply if Company transmits the Contract directly to the
Contract owner.
4.15 INDIVIDUAL RETIREMENT ACCOUNT. If Authorized Selling Firm
establishes an individual retirement plan through which
Company's Products may be offered, then this Section 4.15
applies to such transactions in addition to all other terms
and conditions under this Agreement.
4.15.1 REPRESENTATIONS. Authorized Selling Firm
represents and warrants to RiverSource that:
(a) An affiliate of Authorized Selling Firm
qualifies under the IRS Regulations 1.408-2
as custodian ("Custodian") for the
individual retirement account ("Custodial
IRAs"), and will administer the Custodial
IRAs in accordance with the requirements of
the Internal Revenue Code of 1986, as
amended (the "Code") and the rules,
regulations, and rulings adopted in
accordance with the Code;
(b) The Custodial XXX qualifies as an
individual retirement account under the
Code;
(c) it will not submit an application to
Company for the purchase of a Product, on
behalf of any Custodial XXX customer, until
Authorized Selling Firm has received from
the customer the completed documents
necessary to establish the Custodial XXX
account; and
(d) Authorized Selling Firm or an affiliate
will properly respond to any order, levy,
summons or subpoena relating to a Custodial
XXX issued in connection with a judicial or
administrative proceeding, investigation or
inquiry.
4.15.2 MONITORING. RiverSource is not responsible for
monitoring Custodial IRAs with regard to
compliance with the Code or other rules and
regulations promulgated under the Code or
applicable state law, including, but not limited
to, those related to over-contributions,
eligibility, income restrictions, timeliness of
contribution, distributions upon death, state tax
law reporting or any other matters related to the
status of any Custodial XXX (as it relates to IRAs
specifically or any ownership beneficiary rights
in general). RiverSource is not responsible for
Authorized Selling Firm's compliance with
Authorized Selling Firm's procedures with respect
to the administration of any Custodial XXX.
4.15.3 TAX REPORTING. Authorized Selling Firm or an
affiliate will provide such returns or filings and
render such statements and reports as are required
for federal regulatory and tax purposes.
4.15.4 ANNUAL FEE. The annual XXX custodial fee (if
applicable) will be charged by Authorized Selling
Firm and not by Company.
Page 18 of 33
4.15.5 ANNUITY DISCLOSURE STATEMENT. Agency must make the
following disclosure in connection with the sale
of individual retirement annuity products into the
Custodial XXX:
"Your individual retirement annuity ("Annuity
XXX") has a tax-deferred feature under the
Internal Revenue Code, as does your Custodial XXX.
As a result, when you transfer your annuity XXX to
the Custodial XXX, your annuity will not provide
any necessary or additional tax deferral. However,
your annuity XXX has features other than tax
deferral that may help you reach your retirement
goals. Fees charged by the Insurance Company (if
any) will still apply as outlined in the annuity
prospectus and contract."
4.15.6 CUSTODIAN DISCLOSURE AND CHANGE OF CUSTODIAN.
Authorized Selling Firm will provide RiverSource
with the name of its Custodian so that RiverSource
has an opportunity to conduct due diligence,
should it choose to do so. Any change in Custodian
or trustee does not take effect unless approved in
writing by Company.
4.16 ACATS. If Authorized Selling Firm and Company agree to
provide for the submission of customer account changes
through an electronic process known as Automated Customer
Account Transfer Service (ACATS) then this section 4.16 will
apply.
4.16.1 REPRESENTATIONS AND WARRANTIES. RiverSource and
Authorized Selling Firm have executed and filed
the standard agreement(s) required for
participation with the National Securities
Clearing Corporation ("NSCC") ("Standard
Agreements"), or have contracted with a third
party service bureau to provide services through
the NSCC. Company and Authorized Selling Firm
agree to participate in the Automated Customer
Account Transfer Service (ACATS) and/or Insurance
Processing Services (IPS) under the applicable
terms of the Standard Agreements and in accordance
with the following terms:
(a) Electronic Process for Customer Account
Changes
(i) Authorized Selling Firm may submit
customer account changes, including
custodial account changes, to Company by
electronic transmission ("Transmission") in
accordance with the ACATS/IPS procedures
established by NSCC in the Standard
Agreements. Company and Authorized Selling
Firm acknowledge that compliance with these
Transmission procedures is a good order
requirement (i.e. one that does not require
a paper transmission). Authorized Selling
Firm represents and warrants that the
information contained in the Transmission
is accurate and complete. Company and
Authorized Selling Firm acknowledge that
Company will rely upon the information
provided by Authorized Selling Firm in
making the requested changes.
(ii) Authorized Selling Firm will obtain
all appropriate client authorizations on
the Transfer Initiation Form (TIF). Such
client authorizations include, but are not
limited to, those required from third
Parties, such as custodians and trusts,
among others. Authorized Selling Firm will
maintain such TIFs for a period of no less
than six (6) years from the date of the
transfer initiation.
(iii) Company will notify the Authorized
Selling Firm of any errors in requests to
transfer customer accounts. Notification
will be made by Transmission.
(iv) Company will notify the Authorized
Selling Firm when good order requirements
have been met. Notification will be made by
Transmission.
(v) Each party to this Amendment shall
promptly furnish to the other party any
reports and copies of forms which the other
party may request pursuant to that party's
responsibilities under this Amendment and
for the purpose of meeting its reporting
and record keeping obligations under the
insurance laws of any state and under the
federal and state securities laws or the
rules of the NASD or to facilitate the
handling of
Page 19 of 33
customer complaints. Authorized Selling
Firm shall provide Company with a copy of
the TIF, upon request, no later than two
(2) business days from the request date.
(b) General
Authorized Selling Firm shall indemnify and hold
harmless RiverSource, its subsidiaries and
affiliates and their respective officers,
directors and employees against any and all
losses, claims, damages, liabilities or expenses
(including the reasonable costs of legal
representation and investigation) to which
RiverSource, its subsidiaries and affiliates and
their respective officers, directors and employees
may become subject which arise out of or are based
upon incorrect information submitted to
RiverSource in the Transmission by Authorized
Selling Firm or its agent, or arising out of or
based upon a breach or violation of the Authorized
Selling Firm's representations, warranties, or
covenants contained in this Agreement.
4.17. ANTI-MONEY LAUNDERING ("AML")
4.17.1 Authorized Selling Firm warrants and represents
that it has implemented AML programs reasonably
calculated to comply with the USA PATRIOT Act,
Bank Secrecy Act, NASD Rule 3011, and the rules
and regulations promulgated concerning AML.
4.17.2. Authorized Selling Firm represents and warrants
that it has:
o Established AML polices and procedures, including
but not limited to investigating, identifying, and
reporting suspicious activity;
o Designated a compliance officer with oversight
responsibility for the AML program;
o Implemented an ongoing AML training program,
including appropriate updates, for Authorized
Selling Firm's employees, Producers, and Agents
with respect to insurance and annuity Products
offered by the Company; and
o Implemented periodic independent testing of its
AML program in compliance with applicable
regulations.
4.17.3 Authorized Selling Firm agrees that if it detects
suspicious activity with respect to its sale or
servicing of an insurance or annuity Product
offered by Company it will provide such
information to Company in accordance with 31 CFR
103.16(b)(3) by sending the appropriate
documentation to: Attn.: Director of Anti-Money
Laundering, 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, XX 00000.
4.17.4 Authorized Selling Firm agrees that in accordance
with 31 CFR 103.137 (c) it will provide
RiverSource, upon reasonable request, with access
to information and records relating to its AML
program and the right to inspect its AML program
upon reasonable notice.
5. COMPANY AND DISTRIBUTOR REPRESENTATIONS AND RESPONSIBILITIES.
5.1 REPRESENTATIONS.
5.1.1 Company represents and warrants that (a) it is
duly incorporated in the State of Minnesota and
licensed in all states in the Territory; (b) all
Products, and all Sales Material (as defined in
Section 4.11, above) provided by Company or
Distributor have been filed and approved as
required by state insurance departments shown in
the Product Exhibit(s); and (c) these materials
comply with all applicable laws and regulations
and rules of the NASD.
5.1.2 Distributor represents and warrants that it is
duly registered as a broker-dealer with the SEC,
the NASD, all fifty states and the District of
Columbia, and is qualified to do business in all
states in which Company is licensed and qualified
to do business.
Page 20 of 33
5.1.3 Distributor and Company represent and warrant that
Company, as issuer and on behalf of the underlying
investment account(s), has registered the
underlying investment account(s) of the Products
with the SEC as a security under the Securities
Act of 1933 ("1933 Act") and as a unit investment
trust under the Investment Company Act of 1940.
5.1.4 Company represents and warrants that the
prospectuses and registration statements relating
to the Products do not contain any untrue
statements of material fact or any omission to
state a material fact, the omission of which makes
any statement contained in the prospectuses and
registration statements misleading.
5.2 PROSPECTUSES, SALES LITERATURE AND ADVERTISING. RiverSource
will provide to Authorized Selling Firm, without any expense
to Authorized Selling Firm, prospectuses for the Products
and such other Sales Material (as defined is Section 4.11,
above) as RiverSource determines is necessary or desirable
for use in connection with sales of the Products.
5.3 TRANSMISSION OF CONTRACTS FOR DELIVERY TO CONTRACT OWNERS.
Company shall send out all Contracts directly to Authorized
Selling Firm or their Producers unless Authorized Selling
Firm requests in writing that Company send out the Contract
directly to the Contract owner. Within 5 business days of
Authorized Selling Firm or their Producer's receipt of the
Contract, Authorized Selling Firm or their Producer must
deliver the Contract to the Contract owner.
5.4 CONFIRMATIONS. Upon Company's acceptance of any payment for
a Product, Company as agent for Distributor will deliver to
each Contract owner a statement confirming the transaction
in accordance with Rule 10b-10 under the 1934 Act.
5.5 CONTRACT OWNER SERVICES. Company shall provide
administrative, accounting, and other services to Contract
owners as necessary and appropriate, in the same manner as
such services are provided to Company's other Contract
owners.
5.6 RESERVATION OF RIGHTS. Notwithstanding any other provision
of this Agreement or any other agreement between Company
and/or Distributor and Agency and/or Broker-Dealer, Company
reserves the unconditional right without prior notice to
modify any of the Products in any respect whatsoever, to
suspend the sale of any Products in whole or in part at any
time and to contact Contract owners with a view to retaining
their assets with the Company including the offering of
other products sold by the Company. Company may in its sole
discretion refuse to accept any application for a Contract
or any purchase payment or additional purchase payment for a
Contract.
5.7 COMPLIANCE WITH APPLICABLE LAWS. RiverSource will comply
with all federal and state laws and regulations applicable
to the Products and their distribution under this Agreement.
6. COMPENSATION. Company shall pay to Broker-Dealer or Agency, as
applicable, a total compensation on premiums collected pursuant to
this Agreement based on the rates of commission and limitations
set forth on the Product Exhibit(s), Exhibit C hereto, and other
compensation addendum(s), if any. No compensation will be paid on
the sale of a Product under this Agreement if that sale involves
replacement of a Contract or investment issued by Company or by
another insurance company affiliated with RiverSource.
6.1 PRODUCT EXHIBITS. The Product Exhibit(s), including Exhibit
A and commission rates, are subject to change by Company at
anytime, but only upon written notice to Agency. Product
Exhibits are duly given when sent by electronic mail or U.S.
mail to the current or last known primary contact person at
Authorized Selling Firm. No such change shall affect
compensation for any premiums that are received and accepted
by Company in Minneapolis, MN prior to effective date of
such change. Any Product Exhibit(s) included in this
Agreement or subsequently made a part of this Agreement may
provide other or additional conditions regarding
compensation and, if so, will be controlling to the extent
of such other or additional conditions.
Page 21 of 33
6.2 EXPENSES. Except as otherwise provided in this Agreement, or
subsequently agreed to in writing by RiverSource, Authorized
Selling Firm will be responsible for all costs and expenses
of any kind and nature incurred by Authorized Selling Firm
in the performance of its duties under this Agreement.
6.3 FOR CAUSE TERMINATION COMPENSATION OBLIGATIONS. In the event
of termination of this Agreement for one or more of the
reasons specified below in Section 9.1, Termination for
Cause, no further compensation shall thereafter be payable.
6.4 POST TERMINATION COMPENSATION OBLIGATIONS. Upon termination
of this Agreement, Company's obligation to pay compensation
to Broker-Dealer or to Agency as applicable will immediately
cease except that:
6.4.1 Company will pay compensation, as the same become
due and payable, upon Products for which the
application has been taken and the required
premium has been collected (or has become
irrevocably collectable from a third party) as of
the date of termination, and for which the Company
subsequently issues a policy.
6.4.2 Company will charge back against those commissions
due identified in Product Exhibit(s) in the event
of surrenders of Products sold prior to the
termination of this Agreement by Authorized
Selling Firm or Producers. Company will invoice
Agency unless Company and Agency agree upon
another method of payment of such amounts.
6.5 COMPENSATION LIMITATIONS. Agency or Broker-Dealer shall pay
cash or non-cash compensation for Product sales: (i) only to
any person or entity that is appropriately licensed and
appointed to sell Products; (ii) which are accepted by
Company; and (iii) if such payment is in accordance with
applicable laws, regulations, NASD or other self-regulatory
organization rules and Company Rules.
6.6 ADVANCE COMMISSIONS ON INTERNAL REVENUE CODE SECTION 1035
EXCHANGES. If requested by Authorized Selling Firm, Company
will advance commissions monthly, in accordance to the Base
Commission schedules identified in the variable annuity
Product Exhibit(s), based on premium expected to be
deposited with Company to effect an IRC Section 1035
exchange of one investment product for an annuity Product
sold under this Agreement. In the event that the expected
premium does not reach Company within 90 days of the date of
the Product application, the entire commission for the
transaction will be charged back during the next normal
commission cycle.
6.7 COMMISSIONS DISCONTINUED. Notwithstanding anything herein to
the contrary, Company will discontinue paying compensation
to Authorized Selling Firm for Contracts that are no longer
serviced by Authorized Selling Firm.
7. INDEMNIFICATION.
7.1 INDEMNIFICATION OF COMPANY AND DISTRIBUTOR. Broker-Dealer
and Agency, jointly and severally, shall indemnify, defend
and hold harmless RiverSource and any of its officers,
directors, and employees, from and against any and all
losses, claims, damages, liabilities, actions, costs or
expenses to which RiverSource, or any of its officers,
directors and employees, may become subject (including any
legal or other expenses incurred by it in connection with
investigating any claim against it and defending any action
and, provided Authorized Selling Firm will have given prior
written approval of such settlement or compromise, which
consent will not be unreasonably withheld or delayed, any
amounts paid in settlement or compromise) insofar as such
losses, claims, damages, liabilities, actions, costs or
expenses arise out of or are based upon:
7.1.1 The acts or omissions of Authorized Selling Firm
or any of its employees, agents, Producers or
Licensed Assistants, or Custodians while acting
(whether under actual or apparent authority, or
otherwise) on behalf of Authorized Selling Firm or
RiverSource in connection with this Agreement;
Page 22 of 33
7.1.2 Any breach of any covenant or agreement made by
Authorized Selling Firm under this Agreement;
7.1.3 The inaccuracy or breach of any representation or
warranty made by Authorized Selling Firm under
this Agreement;
7.1.4 The improper, unauthorized or fraudulent use of
any electronic or Web-based order-entry, servicing
or administration system(s) by any of its
employees, agents, Producers or Licensed
Assistants while acting (whether under actual or
apparent authority, or otherwise) on behalf of
Authorized Selling Firm or RiverSource in
connection with this Agreement;
7.1.5 The acts or omissions of the clearing broker and
any employee or agent of clearing broker while
performing the activities covered by this
Agreement, including, but not limited to, the use
or handling of any confidential information or
confidential Contract owner Information as
described in Section 11 below. The indemnity
obligation of this paragraph will extend to any
regulatory penalties incurred by RiverSource as a
result of said activities;
This indemnification obligation shall not apply to
the extent that such alleged act or omission is
attributable to RiverSource either because (1)
RiverSource directed the act or omission, or (2)
the act or omission by Authorized Selling Firm or
any of its employees, agents, Producers or
Licensed Assistants was the result of their
compliance with the Company Rules;
7.1.6 (a) unauthorized use of Company Marks or Hyperlink
(b) violation of a third party's intellectual
property rights with respect to Company Marks;
7.1.7 Any loss or misuse of Company data, including
Contract owner Information, by Authorized Selling
Firm or its employees, agents, clearing brokers,
custodians, or any third party that Authorized
Selling Firm discloses the information to or has
requested or instructed that Company disclose the
information to.
7.2 INDEMNIFICATION OF AGENCY AND BROKER-DEALER. RiverSource
shall indemnify, defend and hold harmless Authorized Selling
Firm, any of its officers, directors and employees, from and
against any and all losses, claims, damages, liabilities,
actions, costs or expenses to which Authorized Selling Firm,
or any of its officers, directors and employees, may become
subject (including any legal or other expenses incurred by
it in connection with investigating any claim against it and
defending any action and, provided RiverSource will have
given prior written approval of such settlement or
compromise, which consent will not be unreasonably withheld
or delayed, any amounts paid in settlement or compromise)
insofar as such losses, claims, damages, liabilities,
actions, costs or expenses arise out of or are based upon:
7.2.1 The acts or omissions of RiverSource, or any
employee or agent of RiverSource, (excluding
Authorized Selling Firm, Producers or Licensed
Assistants) while acting (whether under actual or
apparent authority or otherwise) on behalf of
RiverSource in connection with this Agreement;
7.2.2 Any breach of any covenant or agreement made by
RiverSource under this Agreement; or
7.2.3 The inaccuracy or breach of any representation or
warranty made by RiverSource under this Agreement.
7.3 LIMITATION OF LIABILITY. Each party agrees that, as between
the parties, in no event will any party to this Agreement be
responsible to any other party for any incidental, indirect,
consequential, special, punitive, or exemplary damages of
any kind arising from this Agreement, including without
limitation, lost revenues, loss of profits or loss of
business. This limitation does not apply to third party
claims for damages that are covered by the indemnification
obligation under Section 7.
8. ARBITRATION. The parties agree to attempt to settle any
misunderstandings or disputes arising out of this Agreement
through consultation and negotiation in good faith and a spirit of
mutual cooperation. However, if those attempts fail, the parties
agree that any misunderstandings or disputes arising from this
Agreement xxxx
Xxxx 23 of 33
be decided by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules
and Title 9 of the U.S. Code. Judgment on the award rendered by
the arbitrators may be entered in any court having jurisdiction
thereof. The number of arbitrators will be three (unless the
parties to the dispute agree on a single arbitrator), one of whom
will be appointed by the Company or an affiliate, one of whom will
be appointed by Authorized Selling Firm; and the third of whom
will be selected by mutual agreement, if possible, within 30 days
of the selection of the second arbitrator and thereafter by the
administering authority. The Arbitration shall be held in the city
of the Company's principal place of business. The arbitrators will
strictly observe the limitation of liability provisions set forth
in Section 7.3 of this agreement in making any award and will have
no authority to award punitive damages or any other damages not
measured by the prevailing Party's actual damages, and may not, in
any event, make any ruling, finding or award that does not conform
to the terms and conditions of this Agreement. The parties agree
that the arbitrator(s) will decide which party must bear the
expenses of the Arbitration. Any Party may make an application to
the arbitrators seeking injunctive relief to maintain the status
quo until such time as the arbitration award is rendered or the
controversy is otherwise resolved. This agreement to arbitrate
shall not preclude either party from obtaining provisional
remedies such as injunctive relief or the appointment of a
receiver from a court having jurisdiction, before, during or after
the pendency of the arbitration. The institution and maintenance
of such provisional remedies shall not constitute a waiver of the
right of a party to submit a dispute to arbitration.
9. TERMINATION.
9.1 TERMINATION FOR CAUSE. At any time during the Term of this
Agreement, RiverSource or Authorized Selling Firm may
terminate this Agreement immediately for cause upon written
notice of such termination to the other party. Such written
notice shall state the cause with specificity. As used in
this Section, the term "cause" shall include any one or more
of the following:
9.1.1 the conviction of any party, its officers or
supervisory personnel of any felony, of fraud, or
of any crime involving dishonesty;
9.1.2 the intentional misappropriation by a party of
funds or property of any other party, or of funds
received for it or for a Product owner or
applicant for a Product;
9.1.3 the cancellation, or the refusal to renew by the
issuing insurance regulatory authority of, any
license, certificate or other regulatory approval
required in order for any party to perform its
duties under this Agreement;
9.1.4 any action by a regulatory authority with
jurisdiction over the activities of a party that
would place the party in receivership or
conservatorship or otherwise substantially
interfere or prevent such party from continuing to
engage in the lines of business relevant to the
subject matter hereof;
9.1.5 a party becoming a debtor in bankruptcy (whether
voluntary or involuntary) or the subject of an
insolvency proceeding; or
9.1.6 a material breach of the Agreement by a party.
9.2 TERMINATION WITHOUT CAUSE. RiverSource or Authorized Selling
Firm may terminate this Agreement without cause upon 30 days
prior written notice to the other parties.
9.3 POST TERMINATION LIMITATIONS. For a period of one year after
termination of this Agreement, Broker-Dealer, Agency and
Producers shall not knowingly induce or cause, or attempt to
induce or cause, any systematic effort to recommend,
promote, encourage or endorse the replacement, surrender, or
cancellation of any Product sold under this Agreement or any
prior agreement between or among Company and any of
Broker-Dealer, Agency, or Producer (or any affiliates,
predecessors, successors or assigns of Broker-Dealer, Agency
or Producer) or provide data including Confidential Contract
owner Information as defined by Section 11.2 of this
Agreement to any person or organization that would allow or
facilitate replacement, surrender or cancellation of
Products.
Page 24 of 33
10. INDEPENDENT CONTRACTOR. This Agreement is not a contract of
employment. Nothing contained in this Agreement shall be construed
or deemed to create the relationship of joint venture,
partnership, or employer and employee between RiverSource and
Authorized Selling Firm. Each party is an independent contractor
and shall be free, subject to the terms and conditions of this
Agreement, to exercise judgment and discretion with regard to the
conduct of business.
11. CONFIDENTIALITY.
11.1 Each party agrees that, during the term of this Agreement
and at all times thereafter, it will not disclose to any
unaffiliated person, firm, corporation or other entity any
of the other parties' trade secrets or confidential
information, including, without limitation, the terms of
this Agreement; non-public program materials; member or
customer lists; proprietary information; information as to
the other party's business methods, operations or affairs,
or the processes and systems used in its operations and
affairs, or the processes and systems used in any aspect of
the operation of its business; all whether now known or
subsequently learned by it. If this Agreement is terminated,
each party, within 60 days after such termination, will
return to the other parties, respectively, any and all
copies, in whatever form or medium, of any material
disclosing any of the other parties' trade secrets or
confidential information as described above.
Nothing in this Agreement shall require a party to keep
confidential any information that:
11.1.1 the party can prove was known to it prior to any
disclosure by any other party;
11.1.2 is or becomes publicly available through no fault
of the party;
11.1.3 the party can prove was independently developed by
it outside the scope of this Agreement and with no
access to any confidential or proprietary
information of any other party;
11.1.4 is required to be disclosed to governmental
regulators or pursuant to judicial or
administrative process or subpoena;
11.1.5 is required in order to perform that party's
obligation under this Agreement;
11.1.6 is required to be disclosed by any applicable law;
or
11.1.7 is mutually agreed upon by all parties to this
Agreement.
11.2 CONFIDENTIAL CONTRACT OWNER INFORMATION means any personally
identifiable information including, but not limited to,
customer account numbers, customer names, addresses, social
security numbers or any information derived therefrom
regarding Contract owners that Company collects or develops
or requests Agency, Broker-Dealer or Producers to collect on
behalf of Company in order for Company to provide the
Products.
11.3 AUTHORIZED SELLING FIRM'S OBLIGATION NOT TO DISCLOSE
CONFIDENTIAL CONTRACT OWNER INFORMATION. Despite anything in
this Agreement to the contrary, Authorized Selling Firm must
not use or disclose Confidential Contract owner Information
for any purpose, including without limitation and by way of
example those purposes prohibited under Sections 4.13.10 and
9.3 of this Agreement, except to perform its obligations
under this Agreement. Additionally, Authorized Selling Firm
must:
11.3.1 ensure all employees, Producers, Licensed
Assistant, former Producers, agents,
representatives, or any other party to whom
Authorized Selling Firm provides access to, or
discloses Confidential Contract owner Information
to, limit the use and disclosure of Confidential
Contract owner Information for the purpose of
performing Authorized Selling Firm's obligations
under this Agreement;
Page 25 of 33
11.3.2 provide RiverSource with copies of audits and test
result information sufficient to assure
RiverSource that Authorized Selling Firm has
implemented information security measures
consistent with this Section;
11.3.3 implement appropriate measures designed to:
11.3.3.1 ensure the security and confidentiality
of Confidential Contract owner Information;
protect Confidential Contract owner
Information against any anticipated threats
or hazards to the security or integrity of
such information; and
11.3.3.2 protect against unauthorized access to,
or use of, Confidential Contract owner
Information that could result in
substantial harm or inconvenience to any
customer of the Company or any of its
subsidiaries, affiliates, or licensees; and
11.3.4 ensure all employees, Producers, agents,
representatives, subcontractors, or any other
party to whom Authorized Selling Firm provides
access to or discloses Confidential Contract owner
Information to, implement appropriate measures
similar to those required to be implemented by
Authorized Selling Firm under this Section 11.3.
11.4 EXCEPTION TO AUTHORIZED SELLING FIRM'S OBLIGATION NOT TO
DISCLOSE CONFIDENTIAL CONTRACT OWNER INFORMATION. Authorized
Selling Firm may independently collect and use personally
identifiable information regarding Contract owners covered
by the definition of Confidential Contract owner
Information, other than Contract owner account numbers, to
market or sell additional financial products and services
sold by Authorized Selling Firm if Authorized Selling Firm
and its Producers:
11.4.1 comply with Authorized Selling Firm's customer
privacy notice, Company's privacy notice, the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations
adopted thereunder, the Fair Credit Reporting Act,
state insurance laws and regulations, and other
applicable laws governing the use and disclosure
of personal identification information.
12. ASSIGNMENT. The parties to this Agreement may not assign this
Agreement without the written approval of RiverSource and
Authorized Selling Firm, except that Distributor may assign this
Agreement to another broker-dealer appropriately registered with
the NASD and Company may assign this Agreement or any rights or
obligations hereunder to any affiliate or company under common
control with Company upon providing Authorized Selling Firm with a
least 10 calendar days notice. Any affiliated insurance agency
signing below or which has signed an Affiliate Participation
Agreement agrees that RiverSource or Authorized Selling Firm may
assign this Agreement without the written approval of the
affiliated insurance agency.
13. AMENDMENT OF AGREEMENT. RiverSource reserves the right to amend
this Agreement at any time, but no amendment shall be effective
until approved in writing by Authorized Selling Firm, subject to
the provisions of Section 4.5.16, Section 5.6, "Reservation of
Rights," Section 6, "Compensation" and Section 12, "Assignment,"
under this Agreement. Any affiliated insurance agency signing
below or that has executed an Affiliate Participation Agreement
acknowledges and agrees that Agency shall be authorized to execute
any amendment or addenda to this Agreement, on its behalf, and
that such execution will be binding upon it.
14. SETOFFS AND CHARGEBACKS. Broker-Dealer and Agency authorize
Distributor and Company to set off from all amounts otherwise
payable to Broker-Dealer and Agency all liabilities of
Broker-Dealer, Agency or Producers. Broker-Dealer and Agency are
jointly and severally liable for the payment of all moneys due to
Distributor or Company that may arise out of this Agreement or any
other agreement between Broker-Dealer, Agency and Distributor and
Company including, but not limited to, any liability for any
chargebacks or for any amounts advanced by or otherwise due
Distributor or Company. Broker-Dealer and Agency shall pay such
amounts to Distributor and Company within 30 days of written
request for payment. Distributor and Company do not waive any of
its other rights to pursue collection of any indebtedness owed by
Broker-
Page 26 of 33
Dealer or Agency or its Producers to Distributor or Company. If
Distributor or Company initiates legal action to collect any
indebtedness under this Agreement, Broker-Dealer and Agency must
reimburse Distributor and Company for reasonable attorney fees and
expenses in connection with such legal action.
15. MISCELLANEOUS.
15.1 APPLICABLE LAW. This Agreement shall be governed by and
interpreted under the laws of the State of Minnesota.
15.2 SEVERABILITY. Should any part of this Agreement be declared
invalid, the remainder of this Agreement shall remain in
full force and effect, as if the Agreement had originally
been executed without the invalid provisions.
15.3 NOTICE. Subject to Section 6.1 "Product Exhibits," any
notice must be in writing and will be deemed to have been
duly given if sent by U.S. mail, postage prepaid, or via a
national courier service with the capacity to track its
shipments, to the following entities:
IF TO COMPANY: IF TO DISTRIBUTOR:
RiverSource Life Insurance Company RiverSource Distributors, Inc
1818 Ameriprise Financial Center 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxx, XX 00000
Attn: Compliance Officer (Unit 1818) Attn: Compliance Officer (Unit 1818)
IF TO AGENCY: IF TO BROKER-DEALER:
15.4 BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns, subject to the provisions
of this Agreement limiting assignment.
15.5 HEADINGS. The headings in this Agreement are for convenience
only and are not intended to have any legal effect.
15.6 DEFINED TERMS. The terms defined in this Agreement are to be
interpreted in accordance with this Agreement. Such defined
terms are not intended to conform to specific statutory
definitions of any state.
15.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties pertaining to the subject matter of
this Agreement. It supersedes all prior communications,
representations, understandings and agreements of the
parties, whether oral or written, pertaining to the subject
matter of this Agreement.
15.8 SURVIVAL. All terms and conditions of Section 5.6
"Reservation of Rights"; Section 6.4, "Post Termination
Compensation Obligations"; Section 7, "Indemnification";
Section 9.3 "Post Termination Limitations"; Section 11,
"Confidentiality,"; and Section 14, "Setoffs and
Chargebacks." will survive termination of this Agreement.
15.9 NO WAIVER. No failure to enforce, nor any breach of any term
or condition of this Agreement, shall operate as a waiver of
such term or condition, or of any other term or condition,
nor constitute nor be deemed a waiver or release of any
other rights at law or in equity, or of claims which any
party may have against any other party, for anything arising
out of, connected with, or based upon this Agreement. Any
waiver, including a waiver of this Section, must be in
writing and signed by the parties to this Agreement.
Page 27 of 33
15.10 RIGHTS AND REMEDIES ARE CUMULATIVE. The rights, remedies,
and obligations contained in this Agreement are cumulative
and are in addition to any and all rights, remedies, and
obligations, at law or in equity, which the parties to this
Agreement are entitled to under state and federal laws.
15.11 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which is an original and all of which
together constitute one and the same instrument.
RIVERSOURCE LIFE INSURANCE COMPANY NAME
Company Broker Dealer
By: By:
---------------------------------- --------------------------------
Print Name: Print Name:
-------------------------- ------------------------
Title: Title:
------------------------------- -----------------------------
Date: Date:
-------------------------------- ------------------------------
RIVERSOURCE DISTRIBUTORS, INC. NAME
Distributor Agency
By: By:
---------------------------------- --------------------------------
Print Name: Print Name:
-------------------------- ------------------------
Title: Title:
------------------------------- -----------------------------
Date: Date:
-------------------------------- ------------------------------
NAME NAME
Affiliated Agency Affiliated Agency
By: By:
---------------------------------- --------------------------------
Print Name: Print Name:
-------------------------- ------------------------
Title: Title:
------------------------------- -----------------------------
Date: Date:
-------------------------------- ------------------------------
NAME NAME
Affiliated Agency Affiliated Agency
By: By:
---------------------------------- --------------------------------
Print Name: Print Name:
-------------------------- ------------------------
Title: Title:
------------------------------- -----------------------------
Date: Date:
-------------------------------- ------------------------------
Page 28 of 33
Page 29 of 33
EXHIBIT A
---------
(TO SELLING AGREEMENT)
AGENCY AND AFFILIATED AGENCIES, PRODUCT DESCRIPTION AND STATES
IN WHICH PRODUCT IS FILED AND APPROVED
This Exhibit A to the Agreement for Annuity and Life Products, effective date
___________, 2006, is among AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
("Company"), AMERIPRISE FINANCIAL SERVICES, INC. ("Distributor" together with
Company "RIVERSOURCE"), _________________________ ("Broker-Dealer") and
_______________ ("Agency") and its affiliated insurance agencies. This Exhibit
A replaces and supersedes any previous Exhibit's A to this Agreement and is
effective on the date listed below.
AMENDED DATE: New
PURPOSE OF AMENDMENT: New
SUMMARY:
This Exhibit is intended to summarize the Authorized Selling Firm's Agency and
its affiliated insurance agencies, the Product Description and the States in
which Product is Filed and Approved.
------------------------------------------------------------------------------------------------------------------------------------
AGENCY AEL PRODUCT DESCRIPTION
OR AFFILIATED AGENCIES (SEE PRODUCT EXHIBITS FOR DETAILS)
------------------------------------------------------------------------------------------------------------------------------------
VARIABLE ANNUITY SELLING PRODUCTS STATES IN WHICH VARIABLE PRODUCT IS FILED AND APPROVED
-------------------------------------------------------------------------------------------------------------
NAME RIVERSOURCE FlexChoice SELECT Variable AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
(Agency) Annuity KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
- Option L OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
- Option C
AFFILIATED AGENCIES: RIVERSOURCE Innovations SELECT Variable AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
Annuity KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
Name OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
Name
RIVERSOURCE Signature SELECT Variable AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
Annuity KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
BROKER DEALER IS: OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
RIVERSOURCE Signature One SELECT AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
Variable Annuity KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
OH, OK, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
------------------------------------------------------------------------------------------------------------------------------------
Page 30 of 33
------------------------------------------------------------------------------------------------------------------------------------
AEL FIXED ANNUITY SELLING PRODUCTS STATES IN WHICH FIXED PRODUCT IS FILED AND APPROVED
-------------------------------------------------------------------------------------------------------------
Quantum Select Fixed Annuity AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS,
KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV,
OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VA, VT, WA, WI, WV, WY
-------------------------------------------------------------------------------------------------------------
AEL FIXED AND VARIABLE N/A FOR SERVICE ONLY PRODUCTS
SERVICING PRODUCTS
-------------------------------------------------------------------------------------------------------------
None at this time.
------------------------------------------------------------------------------------------------------------------------------------
Page 31 of 33
EXHIBIT B
(TO SELLING AGREEMENT)
LIMITED SERVICE ACTIVITIES
PRODUCERS MAY:
o accept additional premium payments (check with application only),
if the Product allows for additional payments.
PRODUCERS AND LICENSED ASSISTANTS MAY:
o Assist customers with all Company forms including;
o Annuitization
o beneficiary changes
o address change
o ownership changes or transfers
o withdrawal requests; or
o death claims.
o Perform the following transactions by phone if Company has a
signed telephone transaction authorization form on file:
o Asset Allocation
o DCA - set up, stop or change
o Sub-account Fund transfers
o Systematic withdrawals - stop or change date
Any other assistance requested by a Contract-owner and approved in writing by
Company.
Page 32 of 33
EXHIBIT C
(TO SELLING AGREEMENT)
LIMITATIONS AND CONDITIONS OF COMMISSION PAYMENT:
THE LIMITATIONS AND CONDITIONS BELOW APPLY TO THE COMMISSION PAYABLE ON ALL
COMPANY ANNUITY PRODUCTS, AS REFERENCED IN THE AGREEMENT PRODUCT EXHIBITS -
COMMISSION SCHEDULE(S):
A. No commission is payable on the sale of Products under this
Agreement if that sale involves replacement of an asset or
investment issued by Company or by any other insurance company
affiliated with RiverSource unless Company agrees, in a separate
addendum, to pay commission for such sales.
B. The commission options in any VARIABLE annuity Product Exhibit -
Commission Schedule may not apply for annuity contracts when total
premium payments are $1 million or more. The Company reserves the
right to accept or reject such premium payment and to negotiate
the base commission payable for each separate annuity contract
when total premium payments equal $1 million or more.
C. The commission options in any FIXED annuity Product Exhibit -
Commission Schedule may not apply for annuity contracts when total
premium payments are $500,000 or more. The Company reserves the
right to accept or reject such premium payment and to negotiate
the base commission payable for each separate annuity contract
when total premium payments equal $500,000 or more.
D. Payment for each quarter's Supplemental Trail Commission shall be
final, and no credits or additions or adjustments shall be made to
it. Each quarter is evaluated independently. Chargebacks will be
accounted for in the quarter in which the contract is returned to
the Company.
E. Company will supply supporting information for the calculation,
along with payment, to Agency within 45 business days of the end
of each calendar quarter.
F. The Supplemental Trail Commission does not apply to sales which
are otherwise excluded from normal commission payments under
Product Exhibit(s) and/or any other addenda to this Agreement
(e.g., unlicensed sales, sales for which Agency could not
otherwise be compensated, etc.).
G. If any party gives notice of termination of the entire Agreement,
the obligation to pay the Supplemental Trail Commission will end
on the first day of the calendar quarter in which the termination
occurs. No Supplemental Trail Commission will be payable for the
quarter in which the termination occurs, or thereafter.
H. Subject to Conditions A and G above, Supplemental Trail Commission
will be paid to the Agency for as long as each Eligible Contract
continues to remain an Eligible Contract as defined in the Product
Exhibit - Commission Schedule and for as long as the Agency
continues to be licensed as an insurance agency and appointed with
Company.
I. The obligation to pay Supplemental Trail Commission runs from
Company to Agency or Broker Dealer only. All distribution of
Supplemental Trail Commission is the Agency's or Broker Dealer's
responsibility, respectively. No claim made by or on behalf of any
Producer or individual representative for Supplemental Trail
Commission will be honored by Company, and no expense, including
(without limitation) attorney fees, that an Agency or a Producer
or individual representative may incur to determine the Producer's
or the individual representative's entitlement to Supplemental
Trail Commission, will be absorbed by or reimbursed by Company.
In all cases, the amount of commission described in the Product Exhibit -
Commission Schedule is the total compensation available for distribution from
Company, or any of its subsidiaries, affiliates, or other related entities
owned or controlled by RiverSource, whether under this Agreement or under any
other agreement between or among Company, Agency, or any other party.
Page 33 of 33
