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EXHIBIT 1(3)(a)
FORM OF UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into on this day _____of ______, by and among
GLENBROOK LIFE AND ANNUITY COMPANY, (or "Company") a life insurance company
organized under the laws of the State of Illinois, on its own and on behalf of
the GLENBROOK LIFE AIM VARIABLE LIFE SEPARATE ACCOUNT A ("Separate Account") a
separate account established pursuant to the insurance laws of the State of
Illinois, and ALLSTATE LIFE FINANCIAL SERVICES, INC., ("Principal
Underwriter"), a corporation organized under the laws of the state of Delaware.
RECITALS
WHEREAS, Company proposes to issue to the public certain variable life
contracts identified in the Attachment A ("Contracts"); and
WHEREAS, Company, by resolution adopted on May 23, 1996, established the
Separate Account for the purpose of issuing the Contracts; and
WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File No. 811- ); and
WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 (File No. 333- , ) for
offer and sale to the public and otherwise are in compliance with all
applicable laws; and
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WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"), proposes to act as principal underwriter on
an agency (best efforts) basis in the marketing and distribution of said
Contracts; and
WHEREAS, Company desires to obtain the services of Principal Underwriter
as an underwriter and distributor of said Contracts issued by Company through
the Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:
1. AUTHORITY AND DUTIES
(a) Principal Underwriter will serve as an underwriter and
distributor on an agency basis for the Contracts which will be
issued by the Company through the Separate Account.
(b) Principal Underwriter will use its best efforts to provide
information and marketing assistance to licensed insurance agents
and broker-dealers on a continuing basis. However, Principal
Underwriter shall be responsible for compliance with the
requirements of state broker-dealer regulations and the Securities
Exchange Act of 1934 as each applies to Principal
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Underwriter in connection with its duties as distributor of said
Contracts. Moreover, Principal Underwriter shall conduct its
affairs in accordance with the rules of Fair Practice of the NASD.
(c) Subject to agreement with the Company, Principal Underwriter
may enter into selling agreements with broker-dealers which are
registered under the Securities Exchange Act of 1934 and/or
authorized by applicable law or exemptions to sell variable life
contracts issued by Company through the Separate Account. Any such
contractual arrangement is expressly made subject to this Agreement,
and Principal Underwriter will at all times be responsible to
Company for supervision of compliance with the federal securities
laws regarding distribution of Contracts.
2. WARRANTIES
(a) The Company represents and warrants to Principal Underwriter
that:
(i) Registration Statements (on Form S-6) for each of
the Contracts identified in Attachment A have been filed with
the Commission in the form previously delivered to Principal
Underwriter and that copies of any and all amendments thereto
will be forwarded to Principal Underwriter at the time that
they are filed with Commission;
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(ii) The Registration Statements and any further
amendments or supplements thereto will, when they become
effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, and the rules and regulations of the
Commission under such Acts, and will not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any
statement or omission made in reliance upon and in conformity
with information furnished in writing to Company by Principal
Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life
insurance company in good standing under the laws of the State
of Illinois, with power to own its properties and conduct its
business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business;
(iv) The Contracts to be issued by the Company and
through the Separate Account and offered for sale by Principal
Underwriter on behalf of the Company hereunder have been duly
and validly authorized and, when issued and delivered with
payment
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therefore as provided herein, will be duly and validly issued
and will conform to the description of such Contracts
contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts
are to be appropriately licensed or appointed to comply with
the state insurance laws;
(vi) The performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not
result in a violation of any of the provisions of or default
under any statute, indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to which Company is
a party or by which Company is bound (including Company's
Charter or By-laws as a stock life insurance company, or any
order, rule or regulation of any court or governmental agency
or body having jurisdiction over Company or any of its
properties);
(vii) There is no consent, approval, authorization or
order of any court or governmental agency or body required for
the consummation by Company of the transactions contemplated
by this Agreement, except such as may be required under the
Securities Exchange Act of 1934 or state insurance or
securities laws in connection with the distribution of the
Contracts; and
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(viii) There are no material legal or governmental proceedings
pending to which Company or the Separate Account is a party or
of which any property of Company or the Separate Account is
the subject (other than as set forth in the Prospectus
relating to the Contracts, or litigation incidental to the
kind of business conducted by the Company) which, if
determined adversely to Company, would individually or in the
aggregate have a material adverse effect on the financial
position, surplus or operations of Company.
(b) Principal Underwriter represents and warrants to Company
that:
(i) It is a broker-dealer duly registered with the
Commission pursuant to the Securities Exchange Act of 1934, is
a member in good standing of the NASD, and is in compliance
with the securities laws in those states in which it conducts
business as a broker-dealer;
(ii) As a principal underwriter, it shall permit the
offer and sale of Contracts to the public only by and through
persons who are appropriately licensed under the securities
laws and who are appointed in writing by the Company to be
authorized insurance agents unless such persons are exempt
from licensing and appointment requirements;
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(iii) The performance of this Agreement and the
consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms or
provisions of or constitute a default under any statute,
indenture, mortgage, deed of trust, note agreement or other
agreement or instrument to which Principal Underwriter is a
party or by which Principal Underwriter is bound (including
the Certificate of Incorporation or By-laws of Principal
Underwriter or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over either
Principal Underwriter or its property); and
(iv) To the extent that any statements made in the
Registration Statements, or any amendments or supplements
thereto, are made in reliance upon and in conformity with
written information furnished to Company by Principal
Underwriter expressly for use therein, such statements will,
when they become effective or are filed with the Commission,
as the case may be, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder, and will not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading.
3. BOOKS AND RECORDS
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(a) Principal Underwriter shall keep, in a manner and form
approved by Company and in accordance with Rules 17a-3 and 17a-4
under the Securities Exchange Act of 1934, correct records and books
of account as required to be maintained by a registered
broker-dealer, acting as principal underwriter, of all transactions
entered into on behalf of Company with respect to its activities
under this Agreement. Principal Underwriter shall make such records
and books of account available for inspection by the Commission, and
Company shall have the right to inspect, make copies of or take
possession of such records and books of account at any time upon
demand.
(b) Subject to applicable Commission or NASD restrictions,
Company will send confirmations of Contract transactions to Contract
Owners. Company will make such confirmations and records of
transactions available to Principal Underwriter upon request.
Company will also maintain Contract Owner records on behalf of
Principal Underwriter to the extent permitted by applicable
securities laws.
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4. SALES MATERIALS
(a) After authorization to commence the activities contemplated
herein, Principal Underwriter will utilize the currently effective
prospectus relating to the subject Contracts in connection with its
underwriting, marketing and distribution efforts. As to other types
of sales material, Principal Underwriter hereby agrees and will
require any participating or selling broker-dealers to agree that
they will use only sales materials which have been authorized for
use by Company, which conform to the requirements of federal and
state laws and regulations, and which have been filed where
necessary with the appropriate regulatory authorities, including the
NASD.
(b) Principal Underwriter will not distribute any prospectus,
sales literature or any other printed matter or material in the
underwriting and distribution of any Contract if, to the knowledge
of Principal Underwriter, any of the foregoing misstates the duties,
obligation or liabilities of Company or Principal Underwriter.
5. COMPENSATION
(a) Company agrees to pay Principal Underwriter for direct
expenses incurred on behalf of Company. Such direct expenses shall
include, but not be limited to, the costs of goods and services
purchased from
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outside vendors, travel expenses and state and federal regulatory
fees incurred on behalf of Company.
(b) Principal Underwriter shall present a statement after the end
of the quarter showing the apportionment of services rendered and
the direct expenses incurred. Settlements are due and payable
within thirty days.
6. PURCHASE PAYMENTS
Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the procedures
of Company and the directions furnished by the purchasers of such Contracts at
the time of purchase.
7. UNDERWRITING TERMS
(a) Principal Underwriter makes no representations or warranties
regarding the number of Contracts to be sold by licensed
broker-dealers and registered representatives of broker-dealers or
the amount to be paid thereunder. Principal Underwriter does,
however, represent that it will actively engage in its duties under
this Agreement on a continuous basis while there are effective
registration statements with the Commission.
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(b) Principal Underwriter will use its best efforts to ensure
that the Contracts shall be offered for sale by registered
broker-dealers and registered representatives (who are duly licensed
as insurance agents) on the terms described in the currently
effective prospectus describing such Contracts.
(c) It is understood and agreed that Principal Underwriter may
render similar services to other companies in the distribution of
other variable contracts.
(d) The Company will use its best efforts to assure that the
Contracts are continuously registered under the Securities Act of
1933 (and under any applicable state "blue sky" laws) and to file
for approval under state insurance laws when necessary.
(e) The Company reserves the right at any time to suspend or
limit the public offering of the subject Contracts upon one day's
written notice to Principal Underwriter.
8. LEGAL AND REGULATORY ACTIONS
(a) The Company agrees to advise Principal Underwriter
immediately of:
(i) any request by the Commission for amendment of the
Registration Statement or for additional information relating
to the Contracts;
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(ii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
relating to the Contracts or the initiation of any proceedings
for that purpose; and
(iii) the happening of any known material event which
makes untrue any statement made in the Registration Statement
relating to the Contracts or which requires the making of a
change therein in order to make any statement made therein not
misleading.
(b) Each of the undersigned parties agrees to notify the other in
writing upon being apprised of the institution of any proceeding,
investigation or hearing involving the offer or sale of the subject
Contracts.
(c) During any legal action or inquiry, Company will furnish to
Principal Underwriter such information with respect to the Separate
Account and Contracts in such form and signed by such of its
officers as Principal Underwriter may reasonably request and will
warrant that the statements therein contained when so signed are
true and correct.
9. TERMINATION
(a) This Agreement will terminate automatically upon its
assignment.
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(b) This Agreement shall terminate without the payment of any
penalty by either party upon sixty (60) days' advance written
notice.
(c) This Agreement shall terminate at the option of the Company
upon institution of formal proceedings against Principal Underwriter
by the NASD or by the Commission, or if Principal Underwriter or any
representative thereof at any time:
(i) employs any device, scheme, artifice, statement
or omission to defraud any person;
(ii) fails to account and pay over promptly to the
Company money due it according to the Company's records; or
(iii) violates the conditions of this Agreement.
10. INDEMNIFICATION
The Company agrees to indemnify Principal Underwriter for any liability that it
may incur to a Contract owner or party-in-interest under a Contract:
(a) arising out of any act or omission in the course of or in
connection with rendering services under this Agreement; or
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(b) arising out of the purchase, retention or surrender of a
contract; provided, however, that the Company will not indemnify
Principal Underwriter for any such liability that results from the
willful misfeasance, bad faith or gross negligence of Principal
Underwriter or from the reckless disregard by such Principal
Underwriter of its duties and obligations arising under this
Agreement.
11. GENERAL PROVISIONS
(a) This Agreement shall be subject to the laws of the State of
Illinois.
(b) This Agreement, along with any Schedules attached hereto and
incorporated herein by reference, may be amended from time to time
by the mutual agreement and consent of the undersigned parties.
(c) In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in way be affected or impaired
thereby.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed, to be effective as of _________________.
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BY: ____________________________ ______________________________
President and Chief Executive Officer Date
ALLSTATE LIFE FINANCIAL SERVICES, INC.
BY: ____________________________ ________________________________
President and Chief Operating Officer Date
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