EXHIBIT 3(a)
DISTRIBUTION AGREEMENT
BETWEEN
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
AND
AMERICAN GENERAL SECURITIES INCORPORATED
THIS DISTRIBUTION AGREEMENT (this "Agreement") is made by and between THE UNITED
STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, a New York corporation
(the "Company") and AMERICAN GENERAL SECURITIES INCORPORATED, a Texas
corporation ("AGSI" or "Distributor").
WITNESSETH:
In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
FIRST: The Company hereby grants AGSI a non-exclusive right to promote the sale
of the Company's variable life insurance policies and certificates and variable
annuity contracts and certificates, as the case may be, listed on Schedule A
attached hereto and made a part hereof (the "Contracts") to the public through
investment dealers which are members of the National Association of Securities
Dealers, Inc. (or exempt from such registration) in U. S. states where the
Company is licensed.
SECOND: AGSI hereby accepts the grant made herein for the sale of the Contracts
and agrees that it will use its best efforts to promote the sale of such
Contracts; provided, however, that:
A. AGSI may, and when requested by the Company, shall suspend its efforts
to promote the sale of the Contracts at any time AGSI or the Company
believes sales should be suspended because of market conditions, other
economic considerations, or other circumstances of any kind; and
B. the Company may withdraw the offering of the Contracts at any time.
THIRD: The Company shall bear:
A. The expenses of printing and distributing registration statements and
prospectuses of the Separate Account and the Contracts;
B. The expenses of state and federal qualification of such Contracts for
sale in connection with such offerings;
C. All legal expenses in connection with the foregoing; and
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D. Any other expenses which may be deemed mutually appropriate.
FOURTH: The solicitation of the Contracts shall be made by investment dealers
or their sales representatives who are also licensed agents of the Company.
AGSI shall bear such costs of obtaining insurance department licenses and fees
for registered representatives as may be mutually agreed upon between the
parties hereto from time to time.
The Company shall reimburse AGSI for its costs in the promotion of the sale of
the Contracts, including its administrative and ministerial costs. AGSI shall
submit to the Company original invoices or other documentation acceptable to the
Company, no less frequently than monthly, for all such reimbursable expenses.
FIFTH: The Company agrees to maintain all books and records in connection with
the sale of the Contracts on behalf of AGSI in conformity with the requirements
of Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934, to the
extent that such requirements are applicable to the Contracts.
SIXTH: A transaction statement for each purchase payment for a Contract will be
sent to the Contract owner by the Company as required. The transaction
statement will reflect the facts of the transaction.
SEVENTH: The Company and AGSI shall each comply with all applicable federal and
state laws, rules, and regulations governing the issuance and sale of the
Contracts.
EIGHTH: The Company agrees to indemnify AGSI against any and all claims,
liabilities, and expenses which AGSI may incur due to any alleged untrue
statements of a material fact, or any alleged omission to state a material fact
in the registration statement or prospectus of the Company's Separate Account(s)
used in connection with the offering and sale of the Contracts. AGSI agrees to
indemnify the Company against any and all claims, demands, liabilities, and
expenses which the Company may incur arising out of or based upon any act of an
employee of AGSI.
NINTH: All disputes or differences arising out of this Agreement shall be
submitted to the decision of two arbitrators, one to be chosen by the Company
and the other to be chosen by AGSI, and in the event of the arbitrators failing
to agree, to the decision of a third arbitrator to be chosen by the first two
arbitrators. If the first two arbitrators fail to appoint a third arbitrator
within one month of a request in writing to either of them to do so, the third
arbitrator shall, at the request of either party, be appointed by the American
Arbitration Association. The arbitration proceedings shall take place in New
York City, New York. Unless otherwise agreed, the applicant(s) shall submit its
case within one month after the appointment of the arbitration panel, and the
respondent(s) shall submit its reply within one month after its own receipt of
the claim. The decision of the arbitration panel shall be final and not subject
to appeal, and may be entered into any court having jurisdiction thereof. The
expenses of the arbitration shall be borne equally by the parties involved in
the arbitration. This article shall survive the termination of this Agreement.
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TENTH. Nothing contained herein shall require the Company or AGSI to take any
action contrary to any provision of its charter or any applicable statutes,
regulation, or rule of the National Association of Securities Dealers, Inc.
ELEVENTH: This Agreement shall supersede all prior agreements of the parties,
whether written or oral, with respect to sale of the Contracts issued on or
after the effective date of this Agreement.
TWELFTH: This Agreement shall become effective as of ______________, and
shall continue in force and effect from year to year thereafter.
THIRTEENTH: This Agreement may be terminated at any time by either party,
without the payment of any penalty, upon thirty (30) days prior notice in
writing to the other party.
FOURTEENTH: This Agreement shall be binding upon the successors and assigns of
the parties hereto.
FIFTEENTH: Any notice under this Agreement shall be in writing addressed,
delivered, or mailed, postage paid, to the other party at such address as such
other party may designate for the receipt of such notices.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate.
THE UNITED STATES LIFE INSURANCE COMPANY
IN THE CITY OF NEW YORK
By: Date:
---------------------------------------- ----------------------
Xxxxx X. Xxxxx, President
and Chief Executive Officer
AMERICAN GENERAL SECURITIES INCORPORATED
By: Date:
---------------------------------------- ----------------------
F. Xxxx Xxxxxx, President
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SCHEDULE A
SELECT RESERVE(SM) FLEXIBLE PAYMENT VARIABLE AND FIXED INDIVIDUAL DEFERRED
ANNUITY, FORM NO. 98505N.
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