PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT effective as of the day of , 2007, by and between
Liberty Life Insurance Company, a South Carolina life insurance company
("Insurer"), on its own behalf and on behalf of its Separate Accounts, listed on
Schedule A as periodically amended as agreed by the parties hereto ("Separate
Accounts"), and JBS Investment Group, LLC, a North Carolina corporation and a
registered broker-dealer ("Principal Underwriter").
WITNESSETH:
WHEREAS, the Principal Underwriter 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 Accounts were established on the dates indicated
on Schedule A pursuant to applicable state law by resolution of Insurer's Board
of Directors and registered as unit investment trusts under the Investment
Company Act of 1940 (the "1940 Act");
WHEREAS, Insurer proposes to issue, through the Separate Accounts,
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 Principal Underwriter act as
principal underwriter in connection with the offer and sale of the Contracts
under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained, the parties agree as follows:
1. Insurer grants Principal Underwriter the exclusive right, during the term
of this Agreement, subject to registration requirements of the 1933 Act
and the 1940 Act and the provisions of the 1934 Act, to be the principal
underwriter of the Contracts issued through the Separate Accounts.
Principal Underwriter will sell the Contracts under such terms as set by
Insurer and will make such sales to purchasers permitted to buy the
Contracts as specified in the prospectus.
Principal Underwriter is not authorized to give any information, or to
make any representations concerning the Contracts or the Separate
Accounts other than those contained in the current registration
statements or prospectuses relating to the Separate Accounts filed with
the SEC or such sales literature as may be authorized by Insurer.
2. The Insurer and Principal Underwriter may from time to time enter into
separate written agreements ("Selling Agreements") on such terms and
conditions as the parties may determine, with one or more individuals or
organizations which agree to participate in the distribution of the
Contracts ("Dealers"). Such individuals or organizations 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 applicable insurance law and/or 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 Insurer
3. Insurer on behalf of the Separate Accounts shall furnish Principal
Underwriter with copies of all prospectuses, financial statements and
other documents which Principal Underwriter reasonably requests for use
in connection with the distribution of the Contracts. Insurer, at its
expense, shall provide to Principal Underwriter such number of copies of
the current effective prospectuses as Principal Underwriter shall
reasonably request. The Insurer reserves the right to reject any
application or premium payment for a Contract and to withdraw the
offering of the Contracts at any time.
4. 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 and/or the NASD. The Principal
Underwriter, in cooperation with the Insurer, will make any such required
regulatory filing or seek any such required approval in a timely manner.
5. The Principal Underwriter will execute such papers and do such acts and
things as shall from time to time be reasonably requested by Insurer for
the purpose of (a) maintaining the registration statements relating to
the Contracts and the Separate Accounts under the 1933 Act and the 1940
Act, (b) qualifying and maintaining qualification of the Contracts for
sale under the applicable laws of any state and (c) entering into fund
participation agreements, administrative services agreements and 12b-1
plan agreements. It will, however, remain the responsibility of Insurer
to obtain and maintain all necessary approvals and registration of the
Contracts with all relevant regulatory authorities.
6. The Insurer and Principal Underwriter agree to maintain and preserve the
books and records as required by applicable state and federal law and to
provide necessary assistance to one another for the accurate and timely
preparation of such books and records.
7. Payments made in connection with the Contracts, whether premium of
otherwise, are the exclusive property of Insurer. Such payments, if
received by Principal Underwriter shall be held in a fiduciary capacity
and shall be transmitted immediately to Insurer or its designated
servicing agent in accordance with the administrative procedures of
Insurer.
8. Each party hereto shall advise the other promptly of (a) any action of
the SEC, NASD or any authorities of any state or territory, of which it
has knowledge, affecting registration or qualifications of the Separate
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.
9. There shall be no compensation for either the services provided by the
Principal Underwriter or the services provided by Insurer in connection
with this Agreement. Insurer shall pay, on behalf of Principal
Underwriter, by mutual agreement of the parties, any compensation to any
Dealers and their registered representatives where appropriate, due under
the terms of any Selling Agreement. Principal Underwriter shall keep and
maintain all books and records regarding such compensation payments in
accordance with NASD requirements. Insurer shall provide Principal
Underwriter with all information necessary to keep and maintain such
books and records.
Insurer will reimburse the Principal Underwriter for all costs and
expenses incurred by the Principal Underwriter in furnishing the
services, materials, and supplies required by the terms of this
Agreement. The charge to Insurer for such services, materials, and
supplies shall be at cost and shall include all direct and directly
allocable expenses, reasonably and equitably determined to be
attributable to Insurer by Principal Underwriter according to the terms
set forth on Schedule B attached hereto.
10. The Insurer agrees to indemnify and hold harmless Principal Underwriter and
its directors, officers and employees against any and all claims,
liabilities, and expenses which Principal Underwriter may incur arising out
of or based upon requests, directions, actions or inactions of or by
Principal Underwriter or its employees in carrying out Principal
Underwriter's obligations under this agreement unless such claim, liability
or expense arises from or is based upon the gross negligence or willful
misconduct of the Principal Underwriter or its employees. Principal
Underwriter agrees to indemnify and hold harmless Insurer and its
directors, officers and employees against any and all claims, liabilities,
and expenses which the Insurer may incur arising out of or based upon the
gross negligence or willful misconduct of Principal Underwriter or any of
its employees.
11. The services of the Principal Underwriter and Insurer under this
Agreement are not deemed to be exclusive and the Principal Underwriter
and Insurer shall be free to render similar services to others.
12. This Agreement may be terminated at any time by either party upon not
less than 60 days' written notice to the other party, provided that any
termination by Principal Underwriter shall not be effective until Insurer
shall have entered into an agreement with a successor principal
underwriter for the Contracts. Principal Underwriter agrees to continue
to act as principal underwriter until a successor assumes such
undertaking. The Principal Underwriter shall not assign nor delegate its
responsibilities under this Agreement without the prior written consent
of Insurer.
13. This Agreement shall be governed by and construed in accordance with the
laws of the State of _____________.
14. If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
will not be affected thereby. This Agreement may not be modified in any
way unless by written agreement signed by the parties hereto.
15. The Insurer and the Principal Underwriter agree to abide by the
requirements of the Xxxxx-Xxxxx-Xxxxxx Act and any other applicable
federal or state law or regulation regarding the use, disclosure and
safekeeping of consumer financial and health information.
16. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on
the date of service if served personally on the party to whom notice is
to be given, or on the date of mailing if sent by First Class Mail,
Registered or Certified, postage prepaid and properly addressed as shown
below:
Insurer: Liberty Life Insurance Company
0000 Xxxx Xxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Attn:
Principal Underwriter: JBS Investment Group, LLC
0000 Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year written below.
LIBERTY LIFE INSURANCE COMPANY,
on its own behalf and on behalf of the Separate Accounts
By:__________________________/_____________
Date
Print Name:
Title:
JBS INVESTMENT GROUP, LLC
By: __________________________/_____________
Date
Print Name:
Title:
SCHEDULE A
SCHEDULE B
