DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the day of , 1998, by and
between Integrity Life Insurance Company, an Ohio stock life insurance company
("Integrity"), on its own and on behalf of its separate account, Separate
Account Ten (the "Separate Account"), and ARM Securities Corp., a Minnesota
corporation and a registered broker-dealer (the "Distributor").
WITNESSETH:
WHEREAS, the Distributor is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934 (the "1934 Act") and is a member of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the Separate Account and its divisions (the "Divisions") listed on
Exhibit A as may be amended from time to time, as established pursuant to
Section 3907.15 of the Ohio Insurance Law and a registered investment company
under the Investment Company Act of 1940 (the "1940 Act") of the type referred
to as a managed separate account, propose to offer for sale certain contracts
(the "Contracts") which may be deemed to be securities under the Securities Act
of 1933 (the "1933 Act");
WHEREAS, the parties desire to have the Distributor act as principal
underwriter for each Division and assume such supervisory responsibility as is
required by federal and state securities law and applicable requirements of the
NASD for the securities activities of any "person associated" (as that term is
defined in Section 3(a)(18) of the 0000 Xxx) with the Distributor, including
personnel engaged directly or indirectly in the Separate Account's insurance
operations (the "Associated Persons");
WHEREAS, the parties desire to have the Separate Account perform certain
services in connection with the sale of the Contracts;
NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained, the Distributor and the Separate Account agree as follows:
1. The Distributor will act as the principal underwriter of the Contracts
in each state or other jurisdiction where the Contracts may legally be sold.
The Distributor will from time to time enter into separate written agreements
("Selling Agreements") on such terms and conditions as the parties may determine
not inconsistent with this Agreement, with one or more individuals or
organizations which agree to participate in the distribution of the Contracts.
Such individuals or organizations ("Dealers") shall be registered as
broker-dealers under the 1934 Act and members of the NASD. Each such Dealer and
its representatives soliciting applications for Contracts shall be duly and
appropriately licensed for the sale of the Contracts under the insurance law and
any applicable securities law of each state or other jurisdiction in which the
Dealer or representative is required to be so licensed. The Selling Agreements
shall be in such form as approved by the Separate Account.
2. The Distributor will assume such supervisory responsibility for the
securities activities of, and for securities law compliance by, its Associated
Persons, as is required by applicable federal and state law and NASD
requirements, including the NASD Rules of Fair Practice. The Distributor will
have such responsibility as is contemplated by Section 15(b)(4)(E) of the 1934
Act in connection with the training, supervision and control of its Associated
Persons. The parties understand that certain sales literature and materials
intended for use in connection with the sale of Contracts may require filings
with and/or approvals from the SEC, NASD and other regulatory authorities. In
advance of using any such literature or materials, the Distributor will obtain
the approval of the Separate Account and will make any such required regulatory
filing or seek any such required approval. The Distributor will provide
appropriate training materials for its Associated Persons, use its best efforts
to prepare them to complete satisfactorily any and all applicable NASD and state
qualification exams, register the Associated Persons as its registered
representatives before they engage in securities activities, and supervise them
in the performance of such activities. It is understood and agreed that the
office of the Distributor at 000 Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000 will be designated the Office of Supervisory Jurisdiction of the
Distributor and will perform such functions as are agreed to by the Separate
Account and the Distributor.
3. Distributor shall ensure that each Dealer supervises its registered
representatives. Dealers shall assume any legal responsibilities of Separate
Account for the acts, omissions or defalcations of its registered
representatives insofar as they relate to the sale of the Contracts.
Applications for Contracts solicited by such Dealers through its registered
representatives shall be transmitted directly to the Separate Account, and if
received by Distributor, shall be forwarded to Separate Account. All payments
under the Contracts received by the Distributor shall be remitted promptly to
Separate Account.
4. The Separate Account will bear the cost of all services and expenses,
including legal services and expenses and registration, filing and other fees,
in connection with (a) registering and qualifying the Divisions, the Contracts,
and (b) printing and distributing all of the Separate Account's registration
statements, prospectuses and statements of additional information for the
Contracts (including amendments) to Owners of Contracts, Contracts, notices and
periodic reports, and proxy solicitation material.
5. The Distributor will, in connection with the sale of the Contracts,
pay all amounts (including sales commissions) due to Dealers who sell Contracts
under Selling Agreements, in amounts specified in the Selling Agreements and
agreed to by the Distributor.
6. The Distributor will be responsible for compliance with respect to the
maintenance and preservation in accordance with all applicable federal and state
securities laws and regulations, including Rules 17a-3 and 17a-4 under the 1934
Act, of all books and records required to be maintained in connection with the
offer and sale of the Contracts being distributed pursuant to this Agreement.
The Separate Account shall maintain and preserve such books and
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records on behalf of and as the agent for the Distributor in conformity with the
requirements of Rules 17a-3 and 17a-4 under the 1934 Act. Such books and
records shall be the property of the Distributor and shall at all times be
subject to inspection by the NASD and the SEC in accordance with Section 17(a)
of the 1934 Act. Integrity, acting as agent for the Distributor upon or prior
to completion of each transaction for which a confirmation is legally required,
will send a written confirmation for each such transaction reflecting the facts
of the transaction.
7. The Distributor will execute such papers and do such acts and things
as shall from time to time be reasonably requested by the Separate Account for
the purpose of (a) maintaining the registration statements relating to the
Contracts under the 1933 Act and the 1940 Act, and (b) qualifying and
maintaining qualification of the Contracts for sale under the applicable laws of
any state. It will, however, remain the responsibility of the Separate Account
to obtain and maintain all necessary approvals and registration of the Contracts
with all relevant regulatory authorities.
8. The Distributor is not authorized to give any information, or to make
any representations concerning the Contracts, Accounts or the Separate Account
other than those contained in the current registration statements, prospectuses
or statements of additional information (as amended from time to time) for the
Contracts filed with the SEC or such sales literature and materials as may be
authorized by the Separate Account.
9. Each party hereto shall advise the other promptly of (a) any action of
the SEC or any authorities of any state or territory, of which it has knowledge,
affecting registration or qualifications of the Accounts or the Contracts, or
the right to offer the Contracts for sale, and (b) the happening of any event
which makes untrue any statement, or which requires the making of any change in
the registration statements or prospectuses or statements of additional
information in order to make the statements therein not misleading.
10. There shall be net no compensation for either the services provided by
the Distributor or the services provided by Integrity in connection with this
Agreement.
11. The obligations of the Distributor under this Agreement relate solely
to its status as the principal underwriter of the Contracts.
12. The services of the Distributor and the Separate Account under this
Agreement are not deemed to be exclusive and the Distributor and the Separate
Account shall be free to render similar services to others, including, without
implied limitation, such other separate investment accounts as are now or
hereafter established by the Separate Account, the Distributor or any affiliate
of the Distributor.
13. Unless sooner terminated, this Agreement shall continue in full force
and effect for two years and thereafter for successive one year periods,
provided that such continuance is specifically approved at least annually by (i)
the Board of Managers of the Separate Account, or by the vote of a majority of
the outstanding shares of the Separate Account, and (ii) a vote of a
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majority of those members of the Board of Managers of the Separate Account who
are not parties to this Agreement nor interested persons of any such parties,
cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time without the payment of any penalty
upon not less than 60 days written notice to the other party. This Agreement
shall terminate automatically in the event of its assignment (as defined in the
1940 Act).
14. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SEPARATE ACCOUNT TEN of
INTEGRITY LIFE INSURANCE COMPANY
By:
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Title:
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INTEGRITY LIFE INSURANCE COMPANY
By:
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Title:
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ARM SECURITIES CORP.
By:
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Title:
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EXHIBIT A
SEPARATE ACCOUNT TEN of
INTEGRITY LIFE INSURANCE COMPANY
Divisions
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March
June
September
December
