UNDERWRITING AGREEMENT
This agreement made this 30th day of January, 1990, by and between
FIRST INVESTORS LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); First
Investors Life Variable Annuity Fund C (hereinafter referred to as the "Separate
Account") 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 invite the Underwriter to form a selling
group of broker/dealers to distribute the Variable Annuity Contracts issued by
FIL and the Separate Account (hereinafter 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 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 000 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 contract owner 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 the 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 or only through those member
Registered Representatives who are fully licensed
with FIL to sell Variable Annuity Contracts in the
jurisdictions involved.
5. Any party shall have the right to cancel this agreement after
a period of three 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 one of a member's Registered
Representatives under any applicable state 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 costs
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/ Xxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
-------------------- ------------------
President President
FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND A
By First Investors Life
Insurance Company, Depositor
By /s/ Xxxxx X. Xxxxxx
Vice President
TABLE A
UNDERWRITER COMMISSIONS
Kind of Policy Total
Commission
Individual Single payment:
Less than $25,000.................................. 7.25%
$25,000 but less than $50,000...................... 6.25%
$50,000 but less than $100,000..................... 4.75%
$100,000 but less than $250,000.................... 3.50%
$250,000 but less than $500,000.................... 2.50%
$500,000 but less than $1,000,000.................. 2.00%
$1,000,000 and over................................ 1.50%
