Exhibit 99.3 (B)
VARIABLE CONTRACT PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT made as of January 1, 2006, by and between Integrity Life
Insurance Company, an Ohio stock life insurance company (the "Company") and
Touchstone Securities, Inc., a Nebraska corporation and a registered
broker-dealer (the "Distributor").
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 Ohio 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 ▇▇▇▇ ▇▇▇) 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
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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 their 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 ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ 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 in its selling Agreements that each Dealer
supervises its registered representatives, particularly with regard to any
required determination of suitability of Contract purchases and sales with its
customers. 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.
To the extent that the Distributor incurs any of these costs on behalf of the
Company, the Company agrees to reimburse Distributor at cost for services and
facilities provided by Distributor pursuant to this Agreement. The charge to the
Company for such services and facilities shall include all direct and indirect
allocable expenses. The methods for allocating expenses to the Company shall be
determined in accordance with SSAP #70 "Allocation of Expenses."
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.
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.
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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 a change in
the registration statements or prospectuses or statements of additional
information in order to make the statements therein not misleading.
11. 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.
12. 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.
13. 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. This Agreement cannot be assigned without the permission
of both the Company and the Distributor and without the approval of the Ohio
Department of Insurance.
14. This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio.
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15. Distributor shall implement and maintain appropriate measures designed to
safeguarding the Company's customer information and customer information
systems. Distributor shall adjust its information security program at the
request of the Company for any relevant changes dictated by the Company's
assessment of risk around its customer information and customer information
systems. Confirming evidence that Distributor has satisfied its obligations
under this Agreement shall be made available, during normal business hours, for
inspection of the Company, anyone authorized by the Company, and any
governmental agency that has regulatory authority over the Company's business
activities.
16. The Company and Distributor each shall appoint one or more individuals who
shall serve as contact persons for the purpose of carrying out this Agreement.
Such contact persons shall be authorized to act on behalf of their respective
parties as to the matters pertaining to this Agreement. Effective upon execution
of this Agreement, the initial contact persons shall be those set forth in
Exhibit B. Each party shall notify the other in writing, as to the name, address
and telephone number of any replacement for any such designated contact person.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Integrity Life Insurance Company
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: __________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and General Counsel
Touchstone Securities, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
By: ___________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President and Chief Financial Officer
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ___________________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Chief Compliance Officer
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EXHIBIT A
Separate Account I of Integrity Life Insurance Company
1940 Act number 811-04844
Separate Account II of Integrity Life Insurance Company
1940 Act number 811-07134
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EXHIBIT B
CONTACT PERSONS
For Integrity Life Insurance Company:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and Associate General Counsel
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ - Phone
▇▇▇-▇▇▇-▇▇▇▇ - Fax
For Touchstone Securities, Inc.:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Chief Compliance Officer
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ - Phone
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