UNDERWRITING AGREEMENT
This Agreement made this 21st day of April, 1997, by and between FIRST
INVESTORS LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); First
Investors Life Variable Annuity Fund D (hereinafter referred to as the "Separate
Account D", which is registered as a unit investment trust under the Investment
Company Act of 1940, as amended, and FIRST INVESTORS CORPORATION (hereinafter
referred to as the "Underwriter").
Witnesseth:
FIL and the Separate Account D invite the Underwriter to form a selling
group of broker/dealers to distribute the Variable Annuity Contracts issued by
FIL and the Separate Account D (hereinafter referred to as the "Variable Annuity
Contracts"), which group shall herein be referred to as the "selling group" and
each broker/dealer joining such selling group (hereinafter referred to as a
"member") shall do so pursuant to an effective dealer agreement with the
Underwriter containing the following terms and conditions applicable to such
selling group members and which ought to be included therein to make such terms
and conditions enforceable against such members by FIL, the Separate Account D
and the Underwriter:
1. All applications for Variable Annuity Contracts shall be made on
application forms supplied by FIL 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 FIL 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
FIL, except at the direction and risk of the applicant. After the
initial payment has been made and the Variable Annuity Contract
has been issued, the contractowner or participant shall make all,
if any, future payments directly to FIL at such address as it may
from time to time designate.
2. Applications shall be processed by FIL at the public offering
price then in effect as described in the current Variable Annuity
Contract prospectus. All applications are subject to acceptance or
rejection by the FIL at its sole discretion.
3. When and so long as requested by the Underwriter, subject to the
limitation that total commissions and concessions cannot exceed
the percentages shown in Table A, FIL will make payment of
concessions (commissions for members) directly to members with
respect to the sale of Variable Annuity Contracts as directed by
the Underwriter from time to time. Subject to the foregoing, FIL
will make payment of the commissions for all Variable Annuity
Contract premiums to the Underwriter as set forth in Table A
attached, as consideration for the Underwriter's undertaking to
assume, among other things, all costs associated with the
distribution of the Variable Annuity Contracts, including sales
literature and mutual fund prospectuses, but not including
Variable Annuity Contract prospectuses, Variable Annuity
registration statements or Variable Annuity registration fees nor
the Separate Account registration statements, reports and fees,
nor any costs directly incurred by FIL or its employees in aiding
the Underwriter in such distribution efforts. As required by
Federal securities laws and regulations, all sales literature must
be first submitted by the Underwriter for clearance with the
appropriate regulatory authorities. Further, as required by state
insurance laws and regulations, all sales literature must be first
submitted by FIL for prior clearance with the appropriate
regulatory authorities. FIL and the Underwriter will cooperate in
the development of such literature, as requested. No sales
literature will be used unless both FIL and the Underwriter have
given it prior approval.
4. In accepting this invitation, the Underwriter agrees:
(a)That members will be made to understand that all
applications and/or considerations for Variable Annuity
Contracts are to be transmitted promptly to FIL at the
appropriate address.
(b)That all members will be made to understand that they are
to distribute the Variable Annuity Contracts only in those
jurisdictions in which such respective Variable Annuity
Contracts are registered or qualified for sale and only
through those member's registered representatives who are
fully licensed with FIL to sell Variable Annuity Contracts
in the jurisdiction involved.
5. Any party shall have the right to cancel this agreement after a
period of three (3) years (commencing on the date the first
Variable Annuity Contract is offered for sale). The signing of
this agreement does not make it incumbent upon FIL to license any
particular member's registered representative as a salesman of
Variable Annuity Contracts. All matters dealing with the licensing
of a member's registered representatives under any applicable
insurance law shall be a matter handled directly by the member and
the registered representative involved; but FIL must be furnished
proof of licensing before commission payments may be made.
6. No person is authorized to make any representations concerning the
Variable Annuity Contracts except those contained in the
prospectus for the Variable Annuity Contracts and any such
information as may be released by FIL or the Underwriter as
information supplemental to such prospectus. Additional copies of
any prospectus and any printed information issued as supplemental
to such prospectus shall be supplied by FIL to the Underwriter for
members of the selling group in reasonable quantities upon
request, or where appropriate, directly to the member's registered
representative.
7. Any notice shall be deemed to have been given if mailed to the
Underwriter's address as registered from time to time with the
National Association of Securities Dealers, Inc. Notice is deemed
given to FIL if mailed to its Executive Office address.
8. FIL and the Underwriter shall each comply with all applicable
Federal and state laws, rules and regulations. Further, the
Underwriter will by agreement arrange for each member of the
selling group to do the same.
9. FIL agrees to indemnify and hold harmless the Underwriter and/or
any member and each person, if any, who controls the Underwriter
or any member, their agents and employees, against any and all
loss, liability, claims, damage, and 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 FIL or supplied to any member
through the Underwriter by FIL or in any application
("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.
10. The Underwriter agrees and by agreement will arrange for each
member of the selling group to indemnify and hold harmless FIL and
each person, if any, who controls FIL, its agents, subsidiaries
and employees, against any and all loss, liability, claims,
damage, and expense 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 FIL), the failure to deliver a
currently effective prospectus, or the use of any unauthorized
sales literature by the Underwriter or any member, and their
employees, in connection with the sale of the subject Variable
Annuity Contracts.
11. Nothing herein contained shall require FIL or the Underwriter or
any member to take any action contrary to any provision of their
charters or to any applicable statute or regulation.
12. This Agreement shall become effective as of the date hereof and
shall continue in force and effect from year to year thereafter;
provided, however, this Agreement shall terminate in the event of
its "assignment" as such term is defined in the Investment Company
Act of 1940, as amended.
13. This Agreement shall be construed in accordance with the laws of
the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.
FIRST INVESTORS CORPORATION FIRST INVESTORS LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxx, President Xxxxxxx X. Xxxxxxx, President
FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND D
By: First Investors Life Insurance Company,
Depositor
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
TABLE A
UNDERWRITER COMMISSIONS
Amount of Premium Total Commission
----------------- ----------------
Any Amount 5.25%
