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UNDERWRITING AGREEMENT
AGREEMENT made this 10th day of April, 1985, by and between North
American Security Life Insurance Company ("Security Life"), a Delaware
corporation, and NASL Financial Services, Inc. ("Financial"), a Massachusetts
corporation.
WITNESSETH:
WHEREAS, Security Life has established a separate account entitled NAS
Variable Account for the purpose of issuing certain variable annuity contracts
("Contracts");
WHEREAS, Security Life wishes to arrange for the underwriting of the
Contracts through Financial in conformity with the requirements of the
Securities Exchange Act of 1934 ("1934 Act"); and
WHEREAS, Financial is registered with the Securities and Exchange
Commission ("SEC") as a broker-dealer under the 1934 Act and is a member of the
National Association of Securities Dealers. Inc. ("NASD");
NOW, THEREFORE, the parties hereto agree as follows:
1. Security Life hereby appoints Financial as the principal
underwriter of, and its exclusive representative for the distribution of, the
Contracts, and Financial hereby agrees to use its best efforts to arrange for
the sale of the Contracts by other broker-dealers registered under the 1934 Act.
Financial agrees to assist such broker-dealers and their associated persons to
the extent that and in such manner as Financial shall deem appropriate in order
to enhance the sale of Contracts and the payment of purchase payments
thereunder.
2. With the consent of Security Life, Financial may execute
agreements with other broker-dealers duly qualified under applicable Federal and
state laws to offer and sell the Contracts, which agreements shall contain such
terms and conditions as Financial shall deem appropriate. Such agreements may
provide that any confirmation required to be sent in connection with the
issuance of Contracts or the receipt of purchase payments thereunder will be
sent by Security Life.
3. Security Life will prepare and maintain all books and records
relating to the Contracts including such books and records as Financial is
required to maintain under the 1934 Act to the extent such requirements are
applicable to variable annuity contracts. For purposes of the Agreement, books
and records maintained for Financial shall be deemed to be the property of
Financial and shall be subject at all times to examination by the Securities and
Exchange Commission in accordance with Section 17 (a) of the 0000 Xxx.
4. Financial will not accept or receive on behalf of Security Life
any Contract purchase payment. Financial will not permit any other broker-dealer
to participate in the distribution of the Contracts unless such broker-dealer
agrees that (i) it will not accept any Contract purchase payment other than the
first and (ii) it will not accept any first purchase payment unless made payable
to Security Life. Such broker-dealer must also agree to forward promptly to
Security Life at the service office designated by it any first purchase payment
received
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by such broker-dealer together with a completed Contract application. Security
Life reserves the right to reject any application in its sole discretion.
5. Security Life will furnish to Financial currently effective
prospectuses relating to Contracts in such numbers as Financial may reasonably
require from time to time, the cost of printing such prospectuses to be borne by
Financial. Financial shall be responsible for the preparation at its own expense
of sales materials relative to the Contracts and agrees to use its best efforts
to obtain any approvals or clearances required from the NASD or other regulatory
authorities with respect to such sales materials. Any sales materials prepared
by Financial must be approved by Security Life prior to their use.
6. All commissions payable to authorized persons in connection with
Contract sales shall be paid by or on behalf of Financial in accordance with the
terms of the applicable agreement with such persons then in effect.
7. As compensation for the expenses incurred and services performed
by Financial hereunder, Security Life will pay to Financial such amounts as
shall be from time to time agreed to in writing by the parties hereto.
8. This Agreement may be terminated at anytime by either party
hereto on sixty (60) days' written notice.
In WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
By:__________________________
NASL FINANCIAL SERVICES, INC.
By:__________________________
