Interpretation: Place of jurisdiction. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements, understandings or negotiations between the parties with respect to that subject matter. No prior writing by or between the parties regarding the subject matter of this Agreement may be used by either party in interpreting any provision of this Agreement. This Agreement shall be construed in accordance with the internal laws of the State of Iowa and its provisions, without the principles of conflict of laws being applied. any registration, qualification or approval or other submission of contracts or contract forms required by the securities or insurance laws of the states in which the contracts are offered; This AMENDED AND AMENDED DISTRIBUTION AGREEMENT (Agreement) dated August 4, 2021 is entered into by and between Midland National Life Insurance Company (Insurer), an insurance company based in Iowa, in its name and in the name of each account listed in Schedule 1 of this Agreement, and Sammons Financial Network, LLC (Distributor), a Delaware limited liability company, Finished. Preparation and classification. The Distributor is primarily responsible for the design and preparation of all advertising, commercial and promotional material related to the Contracts. The distributor is responsible for submitting this material to FINRA and all government securities regulators, as required. The insurer is responsible for submitting any advertising, commercial or promotional material to the state insurance regulators, as required. The insurer is responsible for the CONSIDERATION that the distributor is a broker-dealer engaged in the distribution of variable insurance products and serving as a wholesaler of investment funds; and the extent of powers. The Insurer hereby authorizes the Distributor on an exclusive basis, and the Distributor accepts this power, subject to the registration requirements of the Laws of 1933 and 1940 and the provisions of the 1934 Act and the terms and conditions contained herein, to be the distributor and primary insurer for the sale of the Contracts in any state and other jurisdiction, in which contracts may be lawfully sold for the duration of this contract. The Insurer hereby authorizes the Distributor to grant The Seller Broker-Dealers the authority to request claims and rewards to the extent that the Distributor deems it appropriate and in accordance with the marketing program for the Contracts or a class of Contracts, subject to the conditions set forth in Section 4 of this Agreement.
Contracts are offered for sale and distribution at premium rates set by the insurer from time to time. Distributor shall use its best efforts to actively market the Agreements through Seller Broker-Dealers in accordance with Section 4 of this Agreement, subject to compliance with applicable law, including FINRA rules. Contracts – The category or categories of insurance contracts listed in Annex 1 to this Agreement, as amended at the time of performance of this Agreement, and any other category of insurance contracts that may be added to Annex 1 from time to time in accordance with Article 12(b) of this Agreement, including all participants in such contracts and all other contracts; that are offered in connection with it. For this purpose, and under this Agreement in general, a class of contracts means contracts issued by the insurer on the same policy form(s) and covered by the same registration statement. Given the desire of insurers to ensure that contracts are sold to buyers for whom contracts are suitable, the written sales contract requires that selling broker-dealers and their representatives do not recommend that an applicant purchase a contract unless there are reasonable grounds to believe that the purchase of the contract is suitable for the claimant. While the determination of eligibility is not limited to the following, it is based on information provided by an applicant following an appropriate review of the applicant`s other credentials, insurance and investment objectives, financial situation and needs. Specifically, the written sales contract guarantees compliance with: (i) all requirements applicable to the suitability of public insurance and/or an applicable eligibility rule model issued by the National Association of Insurance Commissioners; (ii) FINRA Rule 2320; and (iii) NASD Rule 2310 and, where applicable, its successor rule, FINRA Rule 2111. Distributor acts as an independent contractor and nothing in this document constitutes a Distributor or its agents, officers or employees as agents, officers or employees of the Insurer solely by reason of their activities related to the distribution and sale of the Contracts under this Agreement. The distributor and its agents are not authorized to enter into, modify or execute on behalf of the insurer a contract or other insurance policy or annuity entered into under a contract; waive any contractual statement; extend the payment period of a premium; or to receive funds or premiums (except for the sole purpose of transferring funds or premiums to the insurer).
The Distributor may neither spend the insurer`s funds nor supplement the expenses for them. The Distributor may not possess or exercise any powers other than those expressly conferred on the Distributor by this Agreement on behalf of the Insurer. Each broker-dealer seller must be registered both as a broker-dealer with the SEC and as a member of FINRA and be licensed as an insurance agency with the power to sell variable products or associated with such a licensed insurance agency. All persons authorized to act on behalf of the selling broker-dealer must be duly registered with FINRA as an agent or principal of the selling broker-dealer with the authority to sell variable products and hold an insurance agent licence with the authority to sell variable products. The distributor or its agent must verify that the selling broker-dealer and its agents are duly authorized under the applicable state insurance law to sell the contracts (or, if the broker-dealer is not authorized to be affiliated with such a licensed company). Solicitation activities. All promotional and sales activities carried out by the Distributor and the Distributor`s representatives with respect to the Agreements, including activities relating to the sale of broker-dealers and their agents and customers or prospects, must comply with all applicable federal and state securities laws and regulations, the finra rules and all applicable insurance laws and regulations, as well as the agent`s manual. In particular, without limiting the generality of the above: schedules. The parties to this Agreement may amend Annex 1 to this Agreement from time to time to reflect additions to the Contracts and separate accounts. The terms of this Agreement also apply to each of these categories of contracts and to each separate account that may be added to the Schedule, unless the context requires otherwise. The insurer may unilaterally amend Schedule 1 from time to time.
Any other modification of the terms or conditions of this Agreement will require a written agreement between the Insurer and the Distributor. Maintenance of registrations and permits. The insurer is responsible for maintaining the registration of contracts with the SEC and any state securities regulator that requires such registration, as well as obtaining and maintaining approval of the contract forms as required by the insurance laws and regulations of each state or other jurisdiction in which the contracts are to be offered. Each selling broker-dealer (or, if applicable, its affiliated insurance agency) and each of its representatives must have been appointed by the insurer as required by the applicable state insurance laws, provided that the insurer reserves the right to refuse to appoint a nominee or once appointed to terminate such appointment. Agent Manual – The Agent Manual and other written rules, regulations and procedures provided to the insurer`s insurance agents engaged to sell the contracts, as revised from time to time. .