UNDERWRITING AGREEMENT
This Agreement made as of March 17, 1994, by and among FIRST INVESTORS
LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); FIRST INVESTORS LIFE
LEVEL PREMIUM VARIABLE LIFE INSURANCE (SEPARATE ACCOUNT B) (hereinafter referred
to as "Separate Account B"), 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 B invite the Underwriter to form a selling
group of broker/dealers to distribute the Variable Life Insurance Policies
issued by FIL and Separate Account B (hereinafter referred to as the
"Policies"), 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, Separate Account B and
the Underwriter:
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 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 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.
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.
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 the Policies as directed by the
Underwriter from time to time. Subject to the foregoing, FIL will make payment
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 B 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 the Policies 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 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.
5. 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.
6. 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.
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 Policies.
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 LEVEL
PREMIUM VARIABLE LIFE
INSURANCE (SEPARATE ACCOUNT B)
By: First Investors Life Insurance Company,
Depositor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
TABLE A
UNDERWRITER COMMISSIONS
Amount of Premium Total Commission
All amounts 50% of premium in the first
policy year
5% of premium in renewal
years
