UNDERWRITING AGREEMENT
This agreement made this 16th day of April, 1987, by and between FIRST
INVESTORS LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); First
Investors Life Variable Annuity Fund A (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 10,000............................... 8.50%
$10,000 but less than $25,000.................. 7.75%
$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 or over............................. 1.50%
