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EXHIBIT (b)(3)(i)
UNDERWRITING AGREEMENT
AGREEMENT made this___10th___ day of ____August_____, 1995, by and between North
American Security Life Insurance Company ("Security Life"), a Delaware
corporation, and NASL Financial Services, Inc. ("NASL Financial"), a
Massachusetts corporation.
WITNESSETH:
WHEREAS, Security Life has established a separate account
entitles NASL Variable Life Account for the purpose of issuing certain
variable life insurance contracts ("Contracts");
WHEREAS, Security Life wishes to arrange for the underwriting
of the Contracts through NASL Financial in conformity with the
requirements of the Securities and Exchange Act of 1934 ("1934 Act");
and
WHEREAS, NASL 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 NASL Financial as the principal underwriter
of, and its exclusive representative for the distribution of, the
Contracts, and NASL Financial hereby agrees to use its best efforts to
arrange for the sale of Contracts by other broker-dealers registered under
the 1934 Act. NASL Financial agrees to assist such broker-dealers and their
associated persons to the extent that and in such manner as NASL 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, NASL 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 NASL 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 or its designee.
3. Security Life (or its designee) will prepare and maintain all books and
records relating to the Contracts including such books and records as NASL
Financial is required to maintain under the 1934 Act to the extent such
requirements are applicable to variable life insurance contracts. For
purposes of the Agreement, books and records maintained for NASL Financial
shall be deemed to be the property of NASL Financial and shall be subject
at all times to examination by the SEC in accordance with Section 17 (a) of
the 1934 Act.
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4. NASL Financial will not accept or receive on behalf of Security Life any
Contract purchase Payment. NASL 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 or its designee. Such
broker-dealer must also agree to forward promptly to Security Life at the
service office designated by it any first purchase payment received by such
broker-dealer together with a completed Contract application. Security Life
reserves the right to reject any application for any lawful reason provided
similarly situated risks are treated in a consistent manner and unfair
discrimination is avoided.
5. Security Life will furnish to NASL Financial currently effective
prospectuses relating to Contracts in such numbers as NASL Financial may
reasonably require from time to time, the cost of printing such
prospectuses to be borne by NASL Financial. NASL 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 NASD or other regulatory authorities
with respect to such sales materials. Any sales materials prepared by NASL
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 NASL 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 NASL
Financial hereunder, Security Life will pay to NASL 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 the Agreement to be executed
on the day and year first above written.
NORTH AMERICAN SECURITY LIFE INSURANCE COMPANY
By:/s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, President
NASL FINANCIAL SERVICES, INC.
By:/s/XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
