DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of February, 1998 by and between State Farm
Life Insurance Company, an Illinois insurance company ("State Farm"), on its
behalf and on behalf of each separate account identified in Schedule 1 hereto,
and State Farm VP Management Corp. ("Distributor"), a Delaware corporation.
WITNESSETH
WHEREAS, Distributor is a broker-dealer that engages in the distribution of
variable insurance products and may engage in the distribution of other
investment products;
WHEREAS, State Farm desires to issue certain variable insurance products
described more fully below to the public through Distributor acting as principal
underwriter and distributor; and
WHEREAS, State Farm and Distributor acknowledge that Distributor may
distribute variable insurance products and other investment products for other
companies.
NOW, THEREFORE, in consideration of their mutual promises, State Farm and
Distributor hereby agree as follows:
1. DEFINITIONS
a. CONTRACTS -- The class or classes of variable insurance products set
forth on Schedule 2 to this Agreement as in effect at the time this
Agreement is executed, and such other classes of variable insurance
products that may be added to Schedule 2 from time to time in
accordance with Section 10.b of this Agreement, and including any
riders to such contracts and any other contracts offered in connection
therewith. For this purpose and under this Agreement generally, a
"class of Contracts" shall mean those Contracts issued by State Farm
on the same policy form or forms and covered by the same Registration
Statement.
b. REGISTRATION STATEMENT -- At any time that this Agreement is in
effect, each currently effective registration statement filed with the
SEC under the 1933 Act on a prescribed form, or currently effective
post-effective amendment thereto, as the case may be, relating to a
class of Contracts, including financial statements included in, and
all exhibits to, such registration statement or post-effective
amendment. For purposes of Section 8 of this Agreement, the term
"Registration Statement" means any document which is or at any time
was a Registration Statement within the meaning of this Section 1.b.
c. PROSPECTUS -- The prospectus included within a Registration Statement,
except that, if the most recently filed version of the prospectus
(including any supplements thereto) filed pursuant to Rule 497 under
the 1933 Act subsequent to the date on which a Registration Statement
became effective differs from the prospectus included within such
Registration Statement at the time it became effective, the term
"Prospectus" shall refer to the most recently filed prospectus filed
under Rule 497 under the 1933 Act, from and after the date on which it
shall have been filed. For purposes of Section 8 of this Agreement,
the term "any Prospectus" means any document which is or at any time
was a Prospectus within the meaning of this Section 1.c.
d. FUND -- An investment company in which the Separate Account invests.
e. VARIABLE ACCOUNT -- A separate account supporting a class or classes
of Contracts and specified on Schedule 1 as in effect at the time this
Agreement is executed, or as it may be amended from time to time in
accordance with Section 10.b of this Agreement.
f. 1933 ACT -- The Securities Act of 1933, as amended.
g. 1934 ACT -- The Securities Exchange Act of 1934, as amended.
h. 1940 ACT -- The Investment Company Act of 1940, as amended.
i. SEC -- The Securities and Exchange Commission.
j. NASD -- The National Association of Securities Dealers, Inc.
k. REPRESENTATIVE -- An individual who is an associated person of
Distributor, as that term is defined in the 1934 Act.
l. APPLICATION -- An application for a Contract.
m. PREMIUM -- A payment made under a Contract by an applicant or
purchaser to purchase benefits under the Contract.
2. AUTHORIZATION AND APPOINTMENT
a. SCOPE OF AUTHORITY. State Farm hereby authorizes Distributor on an
exclusive basis, and Distributor accepts such authority, subject to
the registration requirements of the 1933 Act and the 1940 Act and
the provisions of the 1934 Act and conditions herein, to be the
distributor and principal underwriter for the sale of the Contracts to
the public in each state and other jurisdiction in which the
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Contracts may lawfully be sold during the term of this Agreement. The
Contracts shall be offered for sale and distribution at Premium rates
set from time to time by State Farm. Distributor shall use its best
efforts to market the Contracts actively subject to compliance with
applicable law, including the rules of the NASD. However, Distributor
shall not be obligated to sell any specific number or amount of
Contracts. Also, the parties acknowledge and agree that Distributor
may distribute variable insurance products and other investment
products for other companies.
b. LIMITS ON AUTHORITY. Distributor shall act as an independent
contractor and nothing herein contained shall constitute Distributor
or its agents, officers or employees as agents, officers or employees
of State Farm solely by virtue of their activities in connection with
the sale of the Contracts hereunder. Distributor and its
Representatives shall not have authority, on behalf of State Farm: to
make, alter or discharge any Contract or other insurance policy or
annuity entered into pursuant to a Contract; to waive any Contract
forfeiture provision; to extend the time of paying any Premium; or to
receive any monies or Premiums (except for the sole purpose of
forwarding monies or Premiums to State Farm). Distributor shall not
expend, nor contract for the expenditure of, the funds of State Farm.
Distributor shall not possess or exercise any authority on behalf of
State Farm other than that expressly conferred on Distributor by this
Agreement.
c. TRADEMARKS. An affiliate of State Farm, State Farm Mutual Automobile
Insurance Company, owns all right, title and interest in and to the
name, "State Farm," and has authorized State Farm to use and license
other persons to use such name. State Farm hereby grants to
Distributor a non-exclusive license to use the name "State Farm" in
its corporate name and in connection with its performance of the
services contemplated under this Agreement, subject to the termination
provisions in Section 9, and subject further to State Farm's right to
terminate this license at any time for any reason whatsoever. Upon
any such termination, Distributor shall promptly take steps to remove
the name "State Farm" from its corporate name and from all materials
bearing its name.
Distributor: (i) acknowledges and stipulates that State Farm's name is
a valid and enforceable trademark and/or service xxxx; and that
Distributor does not own State Farm's name and claims no rights
therein other than as a Distributor under this Agreement; (ii) agrees
never to contend otherwise in legal proceedings or in other
circumstances; and (iii) acknowledges and agrees that the use of State
Farm's name pursuant to this grant of license shall inure to the
benefit of State Farm.
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3. SOLICITATION ACTIVITIES
a. REPRESENTATIVES. No Representative shall solicit the sale of a
Contract unless at the time of such solicitation such individual is
duly registered with the NASD and duly licensed with all applicable
state insurance and securities regulatory authorities, and is duly
appointed as an insurance agent of State Farm.
b. SOLICITATION ACTIVITIES. All solicitation and sales activities
engaged in by Distributor and its Representatives with respect to the
Contracts shall be in compliance with all applicable federal and state
securities laws and regulations, as well as all applicable insurance
laws and regulations, and compliance manuals provided by State Farm.
In particular, without limiting the generality of the foregoing:
(1) Distributor shall train, supervise and be solely responsible for
the conduct of Representatives in their solicitation of
applications and Premiums and distribution of the Contracts
under, and shall supervise their compliance with, applicable
rules and regulations of any securities regulatory agencies that
have jurisdiction over variable insurance product activities.
(2) Neither Distributor nor any Representative shall offer, attempt
to offer, or solicit Applications for, the Contracts or deliver
the Contracts, in any state or other jurisdiction unless State
Farm has notified Distributor that such Contracts may lawfully be
sold or offered for sale in such state, and has not subsequently
revised such notice.
(3) Neither Distributor nor any Representative shall give any
information or make any representation in regard to a class of
Contracts in connection with the offer or sale of such class of
Contracts that is not in accordance with the Prospectus for such
class of Contracts, or in the then-currently effective prospectus
or statement of additional information for a Fund, or in current
advertising materials for such class of Contracts authorized by
State Farm.
(4) All Premiums paid by check or money order that are collected by
Distributor or any of its Representatives shall be remitted
promptly, and in any event within two business days after receipt
in full, together with any Applications, forms and any other
required documentation, to State Farm. Checks or money orders in
payment of Premiums shall be drawn to the order of State Farm.
If any Premium is held at any time by Distributor, Distributor
shall hold such Premium as an agent of State Farm and such
Premium shall be remitted promptly, and in any event within two
business days, to State Farm. Distributor acknowledges that all
such Premiums,
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whether by check, money order or wire, shall be the property of
State Farm. Distributor acknowledges that State Farm shall have
the unconditional right to reject, in whole or in part, any
Application or Premium.
c. SUITABILITY. State Farm and Distributor wish to ensure that the
Contracts sold by Distributor will be issued to purchasers for whom
the Contracts are suitable. Distributor shall require that the
Representatives have reasonable grounds to believe that a
recommendation to an applicant to purchase a Contract is suitable for
that applicant. Distributor shall review all applications for
suitability in accordance with Rule 2310 of the NASD Conduct Rules and
interpretations and guidance relating thereto. State Farm will review
all applications under the suitability standards set forth in variable
life insurance regulations adopted by states where the Contracts are
sold, and standards adopted by State Farm or as set forth in its
compliance and operational manuals. While not limited to the
following, a determination of suitability shall be based on
information furnished to a Representative after reasonable inquiry of
the applicant concerning his or her financial status, retirement
needs, reasons for purchasing a Contract, investment sophistication
and experience, other securities holdings, investment objectives
(including risk tolerance), investment time horizon and tax status.
d. REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR. Distributor represents
and warrants to State Farm that Distributor is and during the term of
this Agreement shall remain registered as a broker-dealer under the
1934 Act, admitted as a member with the NASD, and duly registered
under applicable state securities laws, and that Distributor is and
shall remain during the term of this Agreement in compliance with
Section 9(a) of the 1940 Act.
4. MARKETING MATERIALS
a. PREPARATION AND FILING. State Farm and Distributor shall together
design and develop all promotional, sales and advertising material
relating to the Contracts and any other marketing-related documents
for use in the sale of the Contracts, subject to review and approval
by Distributor of such material and documents in accordance with
Section 2210 of the NASD Conduct Rules. Distributor shall be
responsible for filing such material with the NASD and any state
securities regulatory authorities requiring such filings. State Farm
shall be responsible for filing all promotional, sales or advertising
material, as required, with any state insurance regulatory
authorities. State Farm shall be responsible for preparing the
Contract forms and filing them with applicable state insurance
regulatory authorities, and for preparing the Prospectuses and
Registration Statements and filing them with the SEC and state
regulatory authorities, to the extent required. The parties shall
notify each other expeditiously of any comments provided by the
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SEC, NASD or any securities or insurance regulatory authority on such
material, and will cooperate expeditiously in resolving and
implementing any comments, as applicable.
b. USE IN SOLICITATION ACTIVITIES. State Farm shall be responsible for
furnishing Distributor with such Applications, Prospectuses and other
materials for use by Distributor and Representatives in their
solicitation activities with respect to the Contracts. State Farm
shall notify Distributor of those states or jurisdictions which
require delivery of a statement of additional information with a
Prospectus to a prospective purchaser. Distributor or its
Representatives shall not use any promotional, sales or advertising
materials that have not been approved by State Farm.
5. COMPENSATION AND EXPENSES
a. COMPENSATION FOR SALES OF THE CONTRACTS. State Farm shall pay
compensation for sales of the Contracts in accordance with the
provisions of this Section 5 as follows:
(1) State Farm shall pay compensation for sales of the Contracts in
accordance with the Registered Representatives Agreements and the
compensation schedules attached thereto, and referenced in
Schedule 3 attached hereto as revised from time to time by
Distributor;
(2) State Farm will pay compensation to the Representatives as paying
agent on behalf of Distributor and will maintain the books and
records reflecting such payments in accordance with the
requirements of the 1934 Act on behalf of Distributor; and
(3) State Farm may delegate its responsibility to pay compensation or
commissions pursuant to this Section 5.a to any other insurer
affiliated with State Farm, in its discretion, provided such
insurer agrees to comply with the provisions hereof applicable to
the payment of such compensation or commissions.
b. EXPENSES RELATING TO THE CONTRACTS. Subject to the provisions of this
Section 5, State Farm shall pay any and all expenses in connection
with the Contracts including, but not limited to:
(1) the preparation and filing of each Registration Statement
(including each pre-effective and post-effective amendment
thereto) and the preparation and filing of each Prospectus
(including any preliminary and each definitive Prospectus);
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(2) the design, preparation and printing of all Prospectuses,
marketing materials, confirmations, reports and all other
materials prepared for or provided to Contract Owners or
prospective Contract Owners;
(3) the preparation, underwriting, issuance and administration of the
Contracts;
(4) any registration, qualification or approval or other filing of
the Contracts or Contract forms required under the securities or
insurance laws of the states in which the Contracts will be
offered; and
(5) all registration fees for the Contracts payable to the SEC.
c. EXPENSES OF DISTRIBUTOR. State Farm shall bear, as principal, all
expenses of Distributor, except for the responsibility and obligation
to pay compensation to Representatives, without any present or future
expectation or obligation of Distributor to incur such expenses as
principal, to pay for such expenses or to reimburse State Farm for
such expenses. Such expenses to be paid by State Farm shall include,
but not be limited to:
(1) all expenses for the preparation and filing of all contracts,
reports and other communications with federal, state and local
agencies;
(2) all legal fees, auditing fees and consulting fees;
(3) all fees and expenses associated with the licensing, training
and supervision of Representatives and other associated persons
of Distributor;
(4) all administrative, clerical, stenographic, data processing and
other support services expenses;
(5) all office supplies and equipment expenses;
(6) all expenses related to office space;
(7) all NASD, SEC and other regulatory registration fees, membership
fees and membership assessments for Distributor and for
Distributor's registered personnel;
(8) all state and local taxes; and
(9) all other corporate expenses of Distributor.
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It is understood that, if Distributor enters into a distribution
agreement with another company affiliated with State Farm, State
Farm's obligations pursuant to this Section 5.c shall be allocated
between State Farm and such other company based on existing insurance
or other regulations, agreements and procedures.
d. NO RIGHTS TO COMPENSATION. Representatives shall have no interest in
this Agreement or right to any compensation to be paid to or on behalf
of Distributor hereunder. Distributor and Representatives shall have
no right to withhold or deduct any commission from any premiums in
respect of the Contracts which either of them may collect.
6. COMPLIANCE
a. MAINTAINING REGISTRATION AND APPROVALS. State Farm shall be
responsible for maintaining the registration of the Contracts with the
SEC and any state securities regulatory authority with which such
registration is required, and for gaining and maintaining approval of
the Contract forms where required under the insurance laws and
regulations of each state or other jurisdiction in which the Contracts
are to be offered.
b. CONFIRMATIONS AND 1934 ACT COMPLIANCE. State Farm, as agent for
Distributor, shall confirm to each applicant for, and purchaser of, a
Contract in accordance with Rule 10b-10 under the 1934 Act acceptance
of Premiums and such other transactions as are required by Rule 10b-10
or administrative interpretations thereunder. State Farm shall
maintain and preserve books and records with respect to such
confirmations in conformity with the requirements of Rules 17a-3 and
17a-4 under the 1934 Act to the extent such requirements apply. The
books, accounts and records of State Farm, the Variable Account and
Distributor as to all transactions hereunder shall be maintained so as
to disclose clearly and accurately the nature and details of the
transactions. State Farm shall maintain, as agent for Distributor,
such books and records of Distributor pertaining to the offer and sale
of the Contracts and required by the 1934 Act as may be mutually
agreed upon by State Farm and Distributor, including but not limited
to maintaining a record of Representatives and of the payment of
commissions and other payments or service fees to Representatives. In
addition, State Farm, as agent for Distributor, shall maintain and
preserve such additional accounts, books and other records as are
required of State Farm and Distributor by the 1934 Act. State Farm
shall maintain all such books and records and hold such books and
records on behalf of and as agent for Distributor 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, NASD, and all other regulatory bodies
having jurisdiction.
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c. REPORTS. Distributor shall cause State Farm to be furnished with such
reports as State Farm may reasonably request for the purpose of
meeting its reporting and record keeping requirements under the 1933
Act, the 1934 Act and the 1940 Act and regulations thereunder as well
as the insurance laws of the State of Illinois and any other
applicable states or jurisdictions.
d. ISSUANCE AND ADMINISTRATION OF CONTRACTS. State Farm shall be
responsible for issuing the Contracts and administering the Contracts
and the Variable Account, provided, however, that Distributor shall
have full responsibility for the securities activities of all persons
employed by State Farm, engaged directly or indirectly in the Contract
operations, and for the training, supervision and control of such
persons to the extent of such activities.
7. INVESTIGATIONS AND PROCEEDINGS
a. COOPERATION. Distributor and State Farm shall cooperate fully in any
securities or insurance regulatory investigation or proceeding or
judicial proceeding arising in connection with the offering, sale or
distribution of the Contracts distributed under this Agreement.
Without limiting the foregoing, State Farm and Distributor shall
notify each other promptly of any customer complaint or notice of any
regulatory investigation or proceeding or judicial proceeding received
by either party with respect to the Contracts.
b. CUSTOMER COMPLAINTS. Distributor shall comply with the reporting
requirements imposed by Section 3070 of the NASD Rules of Conduct with
regard to the sales of the Contracts. Without limiting the foregoing,
Distributor shall notify the NASD if Distributor or persons associated
with Distributor are the subject of any written customer complaint
involving allegations of theft, forgery or misappropriation of funds
or securities, or is the subject of any claim for damages by a
customer, broker, or dealer which is settled for an amount exceeding
$15,000.
8. INDEMNIFICATION
a. BY STATE FARM. State Farm shall indemnify and hold harmless
Distributor and any officer, director or employee of Distributor
against any and all losses, claims, damages or liabilities, joint or
several (including any investigative, legal and other expenses
reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted),
to which Distributor and/or any such person may become subject, under
any statute or regulation, any NASD rule or interpretation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities:
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(1) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, in
light of the circumstances in which they were made, contained in
any Registration Statement or in any Prospectus; provided that
State Farm shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of, or is
based upon, an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon information
furnished in writing to State Farm by Distributor specifically
for use in the preparation of any such Registration Statement or
any amendment thereof or supplement thereto;
(2) result from any breach by State Farm of any provision of this
Agreement.
This indemnification agreement shall be in addition to any liability
that State Farm may otherwise have; provided, however, that no person
shall be entitled to indemnification pursuant to this provision if
such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty
by the person seeking indemnification.
b. BY DISTRIBUTOR. Distributor shall indemnify and hold harmless State
Farm and any officer, director or employee of State Farm against any
and all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses reasonably
incurred in connection with, and any amounts paid in settlement of,
any action, suit or proceeding or any claim asserted), to which State
Farm and/or any such person may become subject under any statute or
regulation, any NASD rule or interpretation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of, or are based upon, any untrue statement or alleged
untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein
or necessary in order to make the statements therein not
misleading, in light of the circumstances in which they were
made, contained in any Registration Statement or in any
Prospectus; in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon
information furnished in writing by Distributor to State Farm
specifically for use in the preparation of any such Registration
Statement or any amendment thereof or supplement thereto;
(2) result from any breach by Distributor of any provision of this
Agreement;
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(3) result from Distributor's own misconduct or negligence.
This indemnification shall be in addition to any liability that
Distributor may otherwise have; provided, however, that no person
shall be entitled to indemnification pursuant to this provision if
such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty
by the person seeking indemnification.
c. GENERAL. Promptly after receipt by a party entitled to
indemnification ("indemnified person") under this Section 8 of notice
of the commencement of any action as to which a claim will be made
against any person obligated to provide indemnification under this
Section 8 ("indemnifying party"), such indemnified person shall notify
the indemnifying party in writing of the commencement thereof as soon
as practicable thereafter, but failure to so notify the indemnifying
party shall not relieve the indemnifying party from any liability
which it may have to the indemnified person otherwise than on account
of this Section 8. The indemnifying party will be entitled to
participate in the defense of the indemnified person but such
participation will not relieve such indemnifying party of the
obligation to reimburse the indemnified person for reasonable legal
and other expenses incurred by such indemnified person in defending
himself or itself.
The indemnification provisions contained in this Section 8 shall
remain operative in full force and effect, regardless of any
termination of this Agreement. A successor by law of Distributor or
State Farm, as the case may be, shall be entitled to the benefits of
the indemnification provisions contained in this Section 8.
9. TERMINATION. This Agreement shall terminate automatically if it is
assigned by Distributor without the prior written consent of State Farm.
This Agreement may be terminated at any time for any reason by either party
upon 60 days' written notice to the other party, without payment of any
penalty. (The term "assigned" shall not include any transaction exempted
from Section 15(b)(2) of the 1940 Act.) This Agreement may be terminated
at the option of either party to this Agreement upon the other party's
material breach of any provision of this Agreement or of any representation
or warranty made in this Agreement, unless such breach has been cured
within 10 days after receipt of notice of breach from the non-breaching
party. Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the following: (1) the obligation to settle
accounts hereunder, including commissions on Premiums subsequently received
for Contracts in effect at the time of termination or issued pursuant to
Applications received by State Farm prior to termination; (2) the
provisions contained in Section 8 regarding indemnification; and (3) the
provisions contained in Section 3(b)(4) regarding the remittance of
premiums. In the event of any termination for any reason, all Prospectuses
or marketing materials held by Distributor shall promptly be returned to
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Xxxxx Xxxx free from any claim or retention of rights by Distributor,
and any books and records held or maintained by State Farm on behalf of
Distributor shall be returned to Distributor free from any claim or
retention of rights by State Farm. Furthermore, if so requested by State
Farm, upon termination of this Agreement, Distributor shall eliminate
all reference to the name "State Farm," including removing the name from
Distributor's corporate name, and shall refrain from using the name
"State Farm" in any form or combination whatsoever, in connection with
its business activities.
10. MISCELLANEOUS
a. BINDING EFFECT. This Agreement shall be binding on, and shall inure
to the benefit of, the respective successors and assigns of the
parties hereto provided that neither party shall assign this Agreement
or any rights or obligations hereunder without the prior written
consent of the other party.
b. SCHEDULES. The parties to this Agreement may amend Schedules 1 and 2
to this Agreement from time to time to reflect additions of any class
of Contracts and Variable Accounts. The provisions of this Agreement
shall be equally applicable to each such class of Contracts and each
Variable Account that may be added to the Schedule, unless the context
otherwise requires. State Farm and Distributor may modify Schedule 3
as mutually agreed in writing from time to time. Any other change in
the terms or provisions of this Agreement shall be by written
agreement between State Farm and Distributor.
c. RIGHTS, REMEDIES, ETC, 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 hereto are entitled to under state and
federal laws. Failure of either party to insist upon strict
compliance with any of the conditions of this Agreement shall not be
construed as a waiver of any of the conditions, but the same shall
remain in full force and effect. No waiver of any of the provisions
of this Agreement shall be deemed, or shall constitute, a waiver of
any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
d. NOTICES. All notices hereunder are to be made in writing and shall be
given:
if to State Farm, to:
State Farm Life Insurance Company
Xxx Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000-0000
if to Distributor, to:
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Xxxxx Xxxx VP Management Corp.
Xxx Xxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000-0000
or such other address as such party may hereafter specify in writing.
Each such notice to a party shall be either hand delivered or
transmitted by registered or certified United States mail with return
receipt requested, or by overnight mail by a nationally recognized
courier, and shall be effective upon delivery.
e. INTERPRETATION; JURISDICTION. This Agreement constitutes the whole
agreement between the parties hereto with respect to the subject
matter hereof, and supersedes all prior oral or written
understandings, agreements or negotiations between the parties with
respect to such subject matter. No prior writings by or between the
parties with respect to the subject matter hereof shall be used by
either party in connection with the interpretation of any provision of
this Agreement.
f. SEVERABILITY. This is a severable Agreement. In the event that any
provision of this Agreement would require a party to take action
prohibited by applicable federal or state law or prohibit a party from
taking action required by applicable federal or state law, then it is
the intention of the parties hereto that such provision shall be
enforced to the extent permitted under the law, and, in any event,
that all other provisions of this Agreement shall remain valid and
duly enforceable as if the provision at issue had never been a part
hereof.
g. SECTION AND OTHER HEADINGS. The headings in this Agreement are
included for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
h. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which taken together shall constitute one and
the same instrument.
i. REGULATION. This Agreement shall be subject to the provisions of the
1933 Act, 1934 Act and 1940 Act and the regulations thereunder and the
rules and regulations of the NASD, from time to time in effect,
including the conditions of any exemptions therefrom as the SEC or
NASD may grant, and the terms hereof shall be interpreted and
construed in accordance therewith.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized officers designated below as of the date specified
above.
STATE FARM LIFE INSURANCE COMPANY
By:/s/ Xxxxxx X. Xxxx, Xx
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Name: Xxxxxx X. Xxxx, Xx.
----------------------------------------
Title: President
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STATE FARM VP MANAGEMENT CORP.
By:/s/ Xxxxx Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------------
Title: Vice President, Treasurer
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SCHEDULE 1
Accounts of the Company
Effective as of the date the Agreement was executed, the following separate
accounts of State Farm are subject to the Agreement:
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Date Established
by Board of SEC 1940 Act Type of Product
Name of Account Directors of the Registration Supported by
and Subaccounts Company Number Account
--------------------------------------------------------------------------------
State Farm Life December 9, 1996 811-08001 Variable Annuity
Insurance Company
Variable Annuity
Separate Account
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State Farm Life December 9, 1996 811-08013 Variable Life
Insurance Company
Variable Life
Separate Account
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Effective as of _____________, the following separate accounts of State Farm are
hereby added to this Schedule 1 and made subject to the Agreement:
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Date Established Type of Product
Name of Account by Board of SEC 1940 Act Supported by
and Subaccounts Directors of the Registration Account
Company Number
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IN WITNESS WHEREOF, the Distributor and State Farm hereby amend this Schedule 1
in accordance with Section 10. b. of the Agreement.
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State Farm VP Management Corp. State Farm Life Insurance Company
SCHEDULE 2
Classes of Contracts
Supported by Separate Accounts
Listed on Schedule 1
Effective as of the date the Agreement was executed, the following classes of
Contracts are subject to the Agreement:
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SEC 1933 Act
Contract Registration Name of Supporting
Marketing Name Number Account Annuity or Life
--------------------------------------------------------------------------------
State Farm 333-19189 State Farm Life Annuity
Variable Deferred Insurance Company
Annuity Variable Annuity
Separate Account
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State Farm 333-19521 State Farm Life Life
Variable Insurance Company
Universal Life Variable Life
Separate Account
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Effective as of _______, the following classes of Contracts are hereby added to
this Schedule 2 and made subject to the Agreement:
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Contract SEC 1933 Act Name of Supporting
Marketing Name Registration Account Annuity or Life
Number
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IN WITNESS WHEREOF, the Distributor and State Farm hereby amend this Schedule 2
in accordance with Section 10.b. of the Agreement.
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State Farm VP Management Corp. State Farm Life Insurance Company
SCHEDULE 3
COMPENSATION OF REPRESENTATIVES
Effective as of the date the Agreement was executed, compensation payable
to a Representative for the sale of Contracts shall be determined based on
the compensation schedules attached to the Registered Representatives
Agreement with such Representative as in effect at the time of the sale
