This
Agreement made as of April 13, 2005, by and among FIRST INVESTORS LIFE INSURANCE COMPANY
(hereinafter referred to as (“FIL”); FIRST INVESTORS LIFE SEPARATE ACCOUNT E
(hereinafter referred to as “SEPARATE ACCOUNT E”), 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”).
W I T N E S S E T H:
FIL
and Separate Account E authorize the Underwriter to sell Single Premium Variable Life
Policies (the “Policies”) directly through Underwriter’s own agents or
indirectly through other broker/dealers (“Dealers”) who execute a dealer
agreement with the Underwriter subject to the following terms and conditions:
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1. |
All
applications for the Policies 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 applicant,
directly to the Administrative Office of FIL at Xxxxxxx Xxxxx 0,
Xxxxxx, Xxx Xxxxxx 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 Policy
has been issued, the policyowner or participant shall make all, if
any, future payments directly to FIL at such address as it may from
time to time designate. |
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2. |
Applications
shall be processed by FIL at the public offering price then in effect
as described in the current Policy prospectus. All applications are
subject to acceptance or rejection by FIL at its sole discretion. |
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3. |
FIL will
be responsible for making payments of the commissions for all Policy 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 Policies, including sales literature and mutual fund prospectuses, but not including
Policy prospectuses, Policy registration statements or Policy registration fees nor
Separate Account E registration statements, reports and fees, nor any costs directly
incurred by FIL or its employees in aiding the Underwriter in such distribution efforts. |
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4. |
The
Underwriter will be solely responsible for paying its own agents and such
Dealers (if any) that are authorized to sell the Policies all commissions
and other compensations that may be due to them for selling the Policies.
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. |
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5. |
The
Underwriter agrees: |
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(a) |
That
its own agents and Dealers (if any) who sign dealer agreements to sell the
Policy will be made to understand that all applications and/or considerations
for the Policies are to be transmitted promptly to FIL at the appropriate
address. |
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(b) |
That
its own agents and Dealers (if any) who sign dealer agreements to sell the
Policy will be made to understand that they are to distribute the Policies only
in those jurisdictions in which such respective Policies are registered or
qualified for sale and only through those member’s registered
representatives who are fully licensed with FIL to sell the Policies in the
jurisdiction involved. |
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6. |
Any
party shall have the right to cancel this agreement after a period of three
(3) years (commencing on the date the first Policy 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 the Policies. 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. |
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7. |
No
person is authorized to make any representations concerning the Policies
except those contained in the prospectus for the Policies 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. |
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8. |
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. |
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9. |
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 Dealer that signs an agreement to sell the
Policies to do the same. |
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10. |
FIL
agrees to indemnify and hold harmless the Underwriter and/or any Dealer that
is authorized to sell the Policies 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. |
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11. |
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 Policies. |
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12. |
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. |
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13. |
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. |
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14. |
This
Agreement shall be construed in accordance with the laws of the State of
New York. |
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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 Xxxxxxxx |
By: /s/ Xxxxx Xxxxxxxxxxx |
| Xxxxxx Xxxxxxxx, President |
Xxxxx Xxxxxxxxxxx, President |
|
FIRST INVESTORS LIFE SEPARATE ACCOUNT E |
|
By: First Investors Life Insurance Company, Depositor |
|
By: /s/ Xxxxx Xxxxxxxxxxx |
|
Xxxxx Xxxxxxxxxxx |
TABLE A
UNDERWRITER
COMMISSIONS
| Amount of Premium |
Total Commission |
All amounts |
7.175% of premium |
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