VARIABLE ANNUITY DEALER AGREEMENT
---------------------------------
First Investors Corporation (the "Underwriter") and
__________________________________________ (the "Dealer") enter this agreement
this ________ day of April, 1997, for the purpose of authorizing the Dealer to
offer and sell variable annuity contracts (the "Contracts") issued by First
Investors Life Insurance Company and its Separate Account D, (which Separate
Account and First Investors Life Insurance Company hereinafter referred to as
the "Issuer") through the Underwriter, subject to the following provisions:
1. The Issuer is engaged in the issuance of the Contracts pursuant to
Federal securities laws and the insurance laws of those states in
which the Contracts have been qualified for sale. The Contracts
are considered securities under the Securities Act of 1933,
therefore, distribution of the Contracts is made through the
Underwriter, a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc, ("NASD"). The authorization for the offer
and sale of the Contracts provided by this agreement is subject to
all provisions of the Underwriting Agreement between the
Underwriter and the Issuer.
2. The Dealer certifies that it is a registered broker-dealer under
the Securities Exchange Act of 1934 and a member of the NASD. The
dealer agrees to abide by all rules and regulations of the NASD,
including its Rules of Fair Practice, and to comply with all
applicable state and Federal laws and the rules and regulations of
authorized regulatory agencies affecting the sale of the
Contracts.
3. The Dealer will select persons associated with it who are to be
trained and qualified as agents to solicit applications for the
Contracts in conformance with applicable state and Federal laws.
Agents so trained and qualified will be registered representatives
of the Dealer in accordance with the rules of the NASD and agents
of the Issuer in accordance with the insurance laws of such
jurisdictions as the Issuer may designate. The Dealer will notify
the Issuer when one of his agents and registered representatives
is fully licensed to sell Contracts. Such agents and registered
representatives are to distribute the Contracts only in those
jurisdictions in which the Contracts are qualified for sale.
4. The Dealer and the agent shall enter into an agreement before
Contract sales are made in which the agent shall represent that he
is or will become a registered representative of the Dealer in
connection with the sale of the Contracts, that such activities
will be under the supervision and control of the Dealer and that
the agent's right to sell the Contracts is subject to his
continued compliance with such agreement and the rules and
procedures which may be established by the Dealer, Underwriter or
the Issuer.
5. All applications for Contracts shall be made on application forms
supplied by the Issuer and all initial payments collected shall be
remitted in full together with such application forms, signed by
the applicants, directly to the executive office of the Issuer at
00 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000. Checks or money orders in
payment thereof shall be drawn to the order of First Investors
Life Insurance Company. Payments shall not be considered as
received until the application has been accepted by the Issuer,
except at the direction and risk of the applicant. After the
initial payment has been made and the Contract has been issued,
the contractowner or participant shall make all, if any, future
payments directly to First Investors Life Insurance Company, 00
Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000 or at such other address as it
may from time to time designate.
6. The Dealer will offer and sell the Contracts only in accordance
with the terms and conditions of the then-current prospectus
applicable to the Contracts and will make no representations not
included in the prospectus or in any authorized supplemental
material supplied by the Underwriter and the Issuer. The Dealer
shall not use or permit the agents to use advertising media with
regard to the Contracts and shall not use printed materials other
than those supplied or approved by the Underwriter and the Issuer.
Additional copies of any prospectus and any printed information
issued as supplemental to such prospectus shall be supplied to the
Dealer in reasonable quantities upon request.
7. All applications are subject to acceptance or rejection by the
Issuer at its sole discretion. The Issuer will make payment of
concessions directly to the Dealer with respect to the sale of
Contracts as set forth in Table A attached.
8. As required by Federal Securities laws and regulations, all sales
literature must be first submitted by the Underwriter for prior
clearance with the appropriate regulatory authorities. Further, as
required by State insurance laws and regulations, all sales
literature must be first submitted by the Issuer, for prior
clearance with the appropriate regulatory authorities. No sales
literature will be used unless both the Issuer and the Underwriter
have given it prior approval.
9. The Dealer's registered representatives will be made to understand
that all applications and/or considerations for Contracts are to
be transmitted promptly to the Issuer at the appropriate address.
10. The signing of this agreement does not make it incumbent upon the
Issuer to license any particular Dealer's registered
representative as a salesman of Contracts. All matters dealing
with the licensing of one of the Dealer's registered
representatives under any applicable state insurance law shall be
a matter handled directly by the Dealer and the registered
representative
involved; but the Issuer must be furnished proof of licensing
before commission payments may be made.
11. Any notice shall be deemed to have been given if mailed to the
Underwriter's address or the Dealer's address as registered from
time to time with the National Association of Securities Dealers,
Inc. Notice is deemed given to the Issuer if mailed to its
executive office address at 00 Xxxx Xxxxxx, Xxx Xxxx, X.X.
00000.
12. The Dealer understands and agrees that if performing the services
covered by this agreement, it is acting in the capacity of an
independent contractor and not an agent or employee of either the
Underwriter or Issuer and that no party to this agreement shall be
liable for any obligation, act or omission of the other.
13. The Issuer has agreed with the Underwriter to indemnify and hold
harmless the Underwriter and the Dealer and each person, if any,
who controls the Underwriter or the Dealer, their agents and
employees, against any and all loss, liability, claims, damage,
and expenses whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating or
defending against any litigation commenced or threatened or any
claim whatsoever) arising out of any untrue or alleged untrue
statement of a material fact contained in the prospectus,
registration statement, in any sales material prepared by the
Issuer or supplied to the Dealer through the Underwriter by the
Issuer or in any application filed in any state in order to
qualify the same for sale or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
14. The Dealer will indemnify and hold harmless the Issuer or the
Underwriter and each person, if any, who controls the Issuer or
the Underwriter, their agents, subsidiaries and employees, against
any and all loss, liability, claims, damage, and expenses
whatsoever (including but not limited to any and all expenses
whatsoever reasonably incurred in investigating or defending
against any litigation commenced or threatened or any claim
whatsoever) arising out of any untrue or alleged untrue statement
or representation made (except as such statements may be made in
reliance on the prospectus, registration statement and sales
material supplied by the Issuer or the Underwriter), the failure
to deliver a currently effective prospectus, or the use of any
unauthorized sales literature by the Dealer, and its employees, in
connection with the sale of the Contracts.
15. This agreement may not be assigned except by mutual consent and
shall continue for a period of one year and from year to year
thereafter, subject to termination by any party upon 60 days prior
written notice to the other parties,
except that in the event the Dealer shall cease to be a registered
broker-dealer or a member of NASD, this agreement shall
immediately terminate.
16. Failure of any party to terminate this agreement for any of the
causes set forth in this agreement shall not constitute a waiver
of the right to terminate this agreement at a later time for any
such causes.
17. Within a reasonable time after execution of this agreement, the
Underwriter reserves the right to draw a report concerning the
Dealer from a qualified agency, which report must be to the
satisfaction of the Underwriter. In the event that the report
proves unsatisfactory, this agreement shall be canceled effective
upon receipt by the Dealer of notification to this effect.
18. This agreement shall be construed in accordance with the laws of
the State of New York.
FIRST INVESTORS CORPORATION
By: _____________________________________
_____________________________________
Dealer
By: _____________________________________
TABLE A
DEALER CONCESSIONS
Kind of Policy Dealer Concessions
-------------- ------------------
Individual Single payment:
Less than $25,000............................... %
$25,000 but less than $50,000.................. %
$50,000 but less than $100,000................. %
$100,000 but less than $250,000................ %
$250,000 but less than $500,000................ %
$500,000 but less than $1,000,000.............. %
$1,000,000 and over............................ %
