VARIABLE CONTRACT PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT made as of the 3RD day of MARCH , 2000, by and between
National Integrity Life Insurance Company, a New York stock life insurance
company (the "Company") and Touchstone Securities, Inc., a Nebraska corporation
and a registered broker-dealer (the "Distributor").
WITNESSETH:
WHEREAS, the Distributor is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934 (the "1934 Act") and is a member of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the Company and its Separate Accounts listed on Exhibit A as may
be amended from time to time (the "Accounts"), each a separate investment
account established by the Company pursuant to Section 4240 of the New York
Insurance Law and A REGISTERED INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940 (THE "1940 ACT") OF THE TYPE REFERRED TO AS A UNIT INVESTMENT TRUST,
propose to offer for sale certain variable annuity contracts (the "Contracts")
which may be deemed to be securities under the Securities Act of 1933 (the "1933
Act");
WHEREAS, each Account will invest solely in specified securities of the
underlying mutual funds offered within the Contracts;
WHEREAS, the parties desire to have the Distributor act as principal
underwriter for each Account and assume such supervisory responsibility as is
required by federal and state securities law and applicable requirements of the
NASD for the securities activities of any "person associated" (as that term is
defined in Section 3(a)(18) of the 0000 Xxx) with the Distributor, including
Company personnel engaged directly or indirectly in the Company's variable
annuity insurance operations (the "Associated Persons");
WHEREAS, the parties desire to have the Company perform certain services in
connection with the sale of the Contracts;
NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained, the Distributor and the Company agree as follows:
1. The Distributor will act as the principal underwriter of the
Contracts in each state or other jurisdiction where the Contracts may legally be
sold. The Company and the Distributor will from time to time enter into separate
written agreements ("Selling Agreements") on such terms and conditions as the
parties may determine not inconsistent with this Agreement, with one or more
individuals or organizations which agree to participate in the distribution of
the Contracts. Such individuals or organizations ("Dealers") shall be registered
as broker-dealers under the 1934 Act and members of the NASD. Each such Dealer
and its representatives
soliciting applications for Contracts shall be duly and appropriately licensed
for the sale of the Contracts under the insurance law and any applicable
securities law of each state or other jurisdiction in which the Dealer or
representative is required to be so licensed. The Selling Agreements shall be in
such form as approved by the Company.
2. The Distributor will assume such supervisory responsibility for the
securities activities of, and for securities law compliance by, its Associated
Persons, as is required by applicable federal and state law and NASD
requirements, including the NASD Rules of Fair Practice. The Distributor will
have such responsibility as is contemplated by Section 15(b)(4)(E) of the 1934
Act in connection with the training, supervision and control of its Associated
Persons. The parties understand that certain sales literature and materials
intended for use in connection with the sale of Contracts may require filings
with and/or approvals from the SEC, NASD and other regulatory authorities. In
advance of using any such literature or materials, the Distributor will obtain
the approval of the Company and will make any such required regulatory filing or
seek any such required approval. The Distributor will provide appropriate
training materials for its Associated Persons, use its best efforts to prepare
them to complete satisfactorily any and all applicable NASD and state
qualification exams, register the Associated Persons as its registered
representatives before they engage in securities activities, and supervise them
in the performance of such activities. It is understood and agreed that the
office of the Distributor at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 will be
designated the Office of Supervisory Jurisdiction of the Distributor and will
perform such functions as are agreed to by the Company and the Distributor.
3. Distributor shall ensure that each Dealer supervises its registered
representatives. Dealers shall assume any legal responsibilities of Company for
the acts, omissions or defalcations of its registered representatives insofar as
they relate to the sale of the Contracts. Applications for Contracts solicited
by such Dealers through its registered representatives shall be transmitted
directly to the Company, and if received by Distributor, shall be forwarded to
Company. All payments under the Contracts received by the Distributor shall be
remitted promptly to Company.
4. The Company will bear the cost of all services and expenses,
including legal services and expenses and registration, filing and other fees,
in connection with (a) registering and qualifying the Accounts, the Contracts,
and (b) licensing the Associated Persons with federal and state regulatory
authorities and the NASD when applicable, and (c) printing and distributing all
of the Accounts' registration statements, prospectuses and statements of
additional information for the Contracts (including amendments), Contracts,
Account notices and periodic reports, proxy solicitation material, and Account
sales literature and advertising.
5. The Company will, in connection with the sale of the Contracts, pay
all amounts (including sales commissions) due to Dealers who sell Contracts
under Selling Agreements, in amounts specified in the Selling Agreements and
agreed to by the Company.
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6. The Distributor will be responsible for compliance with respect to
the maintenance and preservation in accordance with all applicable federal and
state securities laws and regulations, including Rules 17a-3 and 17a-4 under the
1934 Act, of all books and records required to be maintained in connection with
the offer and sale of the Contracts being distributed pursuant to this
Agreement. The Company shall maintain and preserve such books and records on
behalf of and as the agent for the Distributor in conformity with the
requirements of Rules 17a-3 and 17a-4 under the 1934 Act. Such books and records
shall be the property of the Distributor and shall at all times be subject to
inspection by the NASD and the SEC in accordance with Section 17(a) of the 1934
Act. The Company, acting as agent for the Distributor upon or prior to
completion of each transaction for which a confirmation is legally required,
will send a written confirmation for each such transaction reflecting the facts
of the transaction.
7. The Distributor will execute such papers and do such acts and
things as shall from time to time be reasonably requested by the Company for the
purpose of (a) maintaining the registration statements relating to the Contracts
under the 1933 Act and the 1940 Act, and (b) qualifying and maintaining
qualification of the Contracts for sale under the applicable laws of any state.
It will, however, remain the responsibility of the Company to obtain and
maintain all necessary approvals and registration of the Contracts with all
relevant regulatory authorities.
8. The Distributor is not authorized to give any information, or to
make any representations concerning the Contracts, Accounts or the Company other
than those contained in the current registration statements, prospectuses or
statements of additional information (as amended from time to time) for the
Contracts filed with the SEC or such sales literature and materials as may be
authorized by the Company.
9. The Company guarantees the performance of all of the Distributor's
obligations, imposed by any of Section 27(d) or 27(f) of the 1940 Act or
paragraph (b) of Rule 27d-2 adopted by the SEC under the 1940 Act, to the extent
applicable, to make refunds required of the principal underwriter of the
Contracts issued in connection with the Accounts. If, and to the extent that,
after notifying the Company of its intention to do so, the Distributor makes any
refund of any charges required under Section 27(d) or Section 27(f) of the 1940
Act or Rule 27d-2(b) thereunder, the Company will indemnify the Distributor for,
and hold it harmless against, the payment of such amount.
10. Each party hereto shall advise the other promptly of (a) any
action of the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualifications of the Accounts or the
Contracts, or the right to offer the Contracts for sale, and (b) the happening
of any event which makes untrue any statement, or which requires the making of
any change in the registration statements or prospectuses or statements of
additional information in order to make the statements therein not misleading.
11. There shall be no compensation for either the services provided by
the Distributor in connection with this Agreement.
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12. The obligations of the Distributor under this Agreement relate
solely to its status as the principal underwriter of the Contracts and nothing
in this Agreement shall be construed as imposing or giving rise to any duty or
liability of the Distributor with respect to the sale, registration or
qualification of the Underlying Securities.
13. The services of the Distributor and the Company under this
Agreement are not deemed to be exclusive and the Distributor and the Company
shall be free to render similar services to others, including, without implied
limitation, such other separate investment accounts as are now or hereafter
established by the Company, the Distributor or any affiliate of the Distributor.
14. This Agreement shall continue in full force and effect until
terminated. This Agreement may be terminated at any time without penalty by 60
days written notice by either party.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
NATIONAL INTEGRITY LIFE INSURANCE COMPANY
By:
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Title:
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TOUCHSTONE SECURITIES, INC.
By:
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Title:
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EXHIBIT A
NATIONAL INTEGRITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNTS
Separate Account I of National Integrity Life Insurance Company
Separate Account II of National Integrity Life Insurance Company
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