<PAGE>
PRINCIPAL UNDERWRITER AGREEMENT
-------------------------------
FOR
---
VARIABLE ANNUITIES AND VARIABLE LIFE INSURANCE
----------------------------------------------
BETWEEN
-------
RIVERSOURCE DISTRIBUTORS, INC.
------------------------------
AND
---
RIVERSOURCE LIFE INSURANCE COMPANY
----------------------------------
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;
Page 1 of 33
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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.
Page 2 of 33
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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.
Page 3 of 33
<PAGE>
(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.
Page
4 of 33
<PAGE>
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.
Page 5 of 33
<PAGE>
(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
Page 6 of 33
<PAGE>
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
Page 7 of 33
<PAGE>
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
Page 8 of 33
<PAGE>
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/
Timothy V. Bechtold
-----------------------
Name: Timothy V.
Bechtold
Title: President
RIVERSOURCE DISTRIBUTORS INC.
By: /s/
Mark Schwarzmann
-----------------------
Name: Mark
Schwarzmann
Title: CEO
Page 9 of 33
<PAGE>
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 Smith Barney
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)
Page 10 of 33
<PAGE>
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);
Wells Fargo Advantage(R) Variable Annuity (File No. 333-85567);
Wells Fargo Advantage(R) Builder Variable Annuity (File No.
333-85567);
Wells Fargo Advantage Choice(SM) Variable Annuity (File No.
333-73958);
Wells Fargo Advantage(R) Select Variable Annuity (File No.
333-92297);
Wells Fargo Advantage(R) Builder Select Variable Annuity (File No.
333-85567);
Wells 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)
Page 11 of 33
<PAGE>
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
-----------------------------------------------------------------
have the following meanings:
----------------------------
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,
-----------------------------------
Inc. (dated September 28, 1995).
----
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 http://www.riversource.com/distributors.
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 http://www.riversource.com/distributors.
Page 12 of 33
<PAGE>
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
http://www.riversource.com/distributors. 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;
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(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 availa
