Exhibit (3)
Principal Underwriting and Servicing Agreement
By and Between
Woodmen Financial Services, Inc.
And
Woodmen of the World and/or Omaha Woodmen Life Insurance Society
Dated
PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT
This PRINCIPAL UNDERWRITING AND SERVICING AGREEMENT (the "Agreement") made and
entered into this ---- day of ---------, 2002, by and between Woodmen Financial
Services, Inc. , a corporation organized and existing under the laws of the
State of Nebraska, ( "WFS") and Woodmen of the World and/or Omaha Woodmen Life
Insurance Society (FBS), a fraternal benefit society organized and existing
under the laws of the State of Nebraska and on behalf of Woodmen Variable
Annuity Account "ACCOUNT."
RECITALS
FBS and ACCOUNT (a unit investment trust under the Investment Company Act of
1940 [the "1940 Act"]), propose to offer for sale certain flexible premium
deferred variable annuity certificates (the "Certificate" or "Certificates").
Interests in the ACCOUNT under a Certificate are registered with the Securities
and Exchange Commission (the "SEC") as securities under the Securities Act of
1933 (the " 1933 Act").
Premiums received from an owner of a Certificate will be deposited at the
owner's designation in the respective ACCOUNT and/or in the FBS General Account.
The ACCOUNT will invest solely in portfolio shares of selected funds (the
"FUND").
WFS is a wholly-owned indirect subsidiary of FBS, is registered as a broker-
dealer with the SEC under the Securities Exchange Act of 1934 (the "1934 Act")
and with state securities authorities in all 50 states, is a member of the
National Association of Securities Dealers, Inc. ("NASD"), and is authorized to
offer and sell mutual funds and variable insurance products.
FBS and WFS intend to enter into an agreement by which WFS will act as the
principal underwriter in a continuous offering of the Certificates for FBS, the
offerings to begin no sooner than on the effective date of the registration
statements in connection with the Certificates under the 1933 Act, and state
securities and insurance registrations. This Agreement pertains to the sale of
Certificates by registered representatives licensed with WFS, and not to the
sale of Certificates by any other party and/or broker-dealer who may be
authorized by FBS to sell Certificates or who may have a separate Distribution
or Selling Agreement with FBS or WFS.
THEREFORE, in consideration of the covenants and mutual promises of the parties
and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, WFS and FBS agree as follows:
AGREEMENT
1. APPOINTMENT OF WFS
FBS hereby appoints WFS as the principal underwriter for the Certificates during
the term of this Agreement in each state or other jurisdiction where the
Certificates may legally be sold. Representatives of other broker-dealer firms
with which WFS has executed a selling agreement may also sell the Certificates,
provided such selling agreement is approved by FBS. In addition, FBS may retain
other firms to serve as principal underwriters of the Certificates. Anything in
this Agreement to the contrary notwithstanding, FBS retains the ultimate right
to suspend sales in any jurisdiction or jurisdictions, or to refuse to sell a
Certificate to any applicant for any reason whatsoever.
2. UNDERWRITING RESPONSIBILITIES OF WFS
WFS agrees to offer and sell the Certificates, as agent for FBS, from time to
time during the term of this Agreement upon the terms described in the
Certificate Prospectuses. As used in this Agreement, the term "Prospectuses"
shall mean the Prospectus and any statement of additional information included
as part of the Registration Statement for FBS and the ACCOUNT, as such
Prospectuses and statements of additional information may be amended or
supplemented from time to time. The term "Registration Statement" shall mean the
Registration Statement, as amended from time to time and filed by FBS and the
ACCOUNT with the SEC, and effective under the 1933 Act and/or the 1940 Act.
After the effective date of the Registration Statement for the Certificates, WFS
will hold itself out to receive applications, satisfactory to WFS, for the
purchase of the Certificates and will promptly transmit applications and
premiums received for the Certificates which it accepts to FBS or to its
designee.
All purchases shall be deemed effective at the time and in the manner set forth
in the Prospectuses. All applications, when accepted by WFS and by FBS, shall
designate the allocation of premiums by the purchaser among the separate
investment options represented in the Certificates, namely by subaccounts of the
ACCOUNT and the FBS General Account, as defined and described in the Certificate
Prospectuses. All premiums from purchasers shall be deposited by FBS in the
ACCOUNT, to be allocated among the subaccounts or to the FBS General Account; as
designated by the purchaser and in accordance with the Prospectuses, the 1940
Act and rules thereunder. Premiums allocated to a subaccount of the ACCOUNT
shall be expressed as "accumulation units" of the Certificate as that term is
defined in the Prospectus. The above allocation statements are subject to any
specific allocation of premium requirements that may be set forth in the
Certificate.
WFS agrees to be solely responsible for the operation of its business as a
registered broker-dealer in connection with all its underwriting activities
under this Agreement, and shall operate such business in accordance with all
applicable laws and regulations. All sales of the Certificates by WFS shall be
made through registered representatives who are "Associated Persons"
("Associated Persons" as defined by the ▇▇▇▇ ▇▇▇) of WFS, and who are also
agents or Field Representatives of FBS. WFS shall be responsible for selling
only through registered representatives who are properly licensed to sell
Certificates in jurisdictions where offers and sales take place.
WFS is responsible for certain services relating to the distribution of all
prospectus(es) of the ACCOUNT and Fund used by its registered representatives in
the marketing of the Certificates. These services include, but are not limited
to design, layout, printing, mailing or other delivery services.
3.1 PREPARATION OF SALES LITERATURE AND ADVERTISING MATERIALS
WFS and FBS will cooperate in the initiation, preparation, printing and
distribution of all public sales literature and advertising materials, as well
as all training and marketing materials distributed to its registered
representatives as "broker-dealer only" materials under rules, which are used by
WFS and its registered representatives in connection with the sale of the
Certificates. FBS will, in a timely manner, provide WFS with any and all
materials and information necessary to enable WFS to fulfill its obligations set
forth in this section regarding sales literature and advertising materials. FBS
will provide WFS with the names of FBS employees who will review and approve the
materials described in this subsection. WFS will coordinate and provide copies
of such materials to designated employees of FBS during the development process
and all advertising and sales literature will be approved by both FBS and WFS
prior to use. WFS will complete all of the necessary filings and approvals with
the NASD authorities prior to the public use of such sales material and
advertising. FBS will file and obtain approval of all such sales literature and
advertising with State Insurance Commissioners where such filing is required by
state laws. FBS will promptly advise WFS when such filings and approvals are
completed. Materials will only be made available for public use or registered
representative use after all securities and insurance filings and approvals are
completed and FBS has given approval for materials to be used. WFS will be
responsible for maintaining an inventory and approval history of all of its
sales literature, advertising and "broker-dealer only" materials, and for the
distribution of such materials to its registered representatives and to the
public.
3.2 LICENSING
WFS will be responsible for managing the securities licensing of all its
registered representatives in connection with the sale of the Certificates, and
will directly handle all licensing by the NASD and state securities authorities
that is necessary for the sale of the Certificates. FBS will be responsible for
obtaining the necessary insurance licenses with state insurance authorities for
the offer and sale of the Certificates. FBS and WFS shall develop a data base
and reporting system to facilitate securities and insurance licensing
information for their agents and registered representatives, respectively. The
system will provide controls satisfactory to WFS in the processing of
Certificate applications to ensure that all of its registered representatives
are properly licensed when offering and selling the Certificates. The system
shall be kept current by: (i) WFS providing securities licensing data to FBS;
and (ii) FBS providing insurance licensing data to a database that shall be
maintained by FBS.
The system described herein shall be accessible to FBS and WFS. WFS and FBS will
cooperate to ensure the appropriate licensing of FBS and WFS's home office
employees (including WFS's wholesalers) who require securities or insurance
licenses in connection with their work with the Certificates. WFS will arrange
for pre-licensing study and training to assist such persons in obtaining their
securities licenses as requested by FBS. All FBS employees who are Associated
Persons of WFS as a result of being licensed as registered representatives will
be subject to compliance procedures and supervision of WFS in connection with
all work related to the Certificates in the same manner as all other Associated
Persons.
3.3 REGULATORY COMPLIANCE
WFS will supervise all of its registered representatives who are Associated
Persons of WFS (including employees of FBS) with respect to all securities laws
and regulations in connection with the offer and sale of the Certificates.
Supervision shall include, but not be limited to, the following matters:
acceptance of new business; suitability determinations (as made in accordance
with NASD rules, SEC or other regulatory authority's rules and regulations);
field training, supervision and sales practices; books and records requirements;
approval and use of all advertising, sales literature and broker-dealer only
materials; confirmation content and delivery; payment of commissions; and
compliance with the written supervisory procedures of WFS.
3.4 FIELD TRAINING
Immediately after the effective date of the Registration Statement for the
Certificates, WFS shall be responsible for conducting field training of all of
its associated registered representatives authorized to sell the Certificates in
those states where the Certificates are approved for sale. The training program
shall be developed and conducted by WFS, although FBS may also participate in
training activities. WFS will coordinate with FBS concerning those FBS employees
who will be involved in the development of the training program and in its
execution. The training program shall be approved by both FBS and WFS prior to
implementation.
3.5 CONFIRMATIONS
FBS shall be responsible to ensure that all purchases, sales or other
transactions occurring in the account of an owner of a Certificate sold by its
registered representatives shall be confirmed to the owner in writing in a form
and manner which complies with the requirements of the 1934 Act, blue sky laws,
and NASD rules. Such confirmations will be furnished by FBS to all owners of
Certificates in accordance with securities laws and as required by prospectus,
will reflect the facts of the transaction, and will show that they are being
sent by FBS on behalf of WFS acting in the capacity of agent for WFS. The
parties agree that the form and the manner of use of confirmations in connection
with transactions occurring in such ACCOUNT shall be supervised by WFS. FBS
agrees FBS and its agent, if any, will prepare and distribute such confirmations
in accordance with WFS's instructions. FBS represents that it will make no
changes or variations in either the form or the manner of distribution of such
confirmations without the written approval of WFS and shall cause such
confirmations to be issued as directed by WFS and on behalf of WFS.
4.1 SALES COMMISSIONS
FBS will pay WFS a sales commission on Certificate sales pursuant to Schedule A
attached hereto. WFS intends to reallocate commissions to its registered
representatives (including state and area managers) for the sale of Certificates
in accordance with a written fee schedule agreement between WFS and its
registered representatives. WFS, for its convenience, authorizes FBS, as agent
for WFS, to make commission payments due to WFS directly to its registered
representatives.
All commissions for the sale of the Certificates due to WFS from FBS shall be
reflected on WFS's financial records as a receipt from FBS and a disbursement to
WFS's registered representatives, notwithstanding the direct payment of such
commissions by FBS to such registered representatives. FBS agrees to pay
commissions directly to such registered representatives as a convenience to WFS
and recognizes that this agreement to pay is purely ministerial in nature and
not discretionary.
Notwithstanding the foregoing, it is agreed that FBS shall have the right in the
payment of such commissions to treat such commissions as part of FBS employee
compensation to such registered representatives for the purpose of calculation
of FBS benefits programs and withholding taxes.
FBS will maintain and provide records and reports reflecting the calculation of
all commissions paid to, and any other cash and non-cash compensation
(collectively "Commissions"), received by WFS'S registered representatives and
the details of the transactions upon which such Commissions are based, and will
respond to any inquiries about Commission payments, pursuant to this section.
WFS shall designate to FBS the records required and such records shall be
maintained subject to the provisions of Section 4.3 below.
Any FBS field charges or expenses for the Certificates will be paid directly by
FBS. Sales credits for sales of the Certificates will be based on gross premiums
received for the Certificates, subject to any exceptions that may exist or be
developed with respect to internal transfers of funds among FBS and affiliated
companies.
4.2 REGISTRATIONS
FBS shall be solely responsible, at its expense, for registration of the
Certificates and the ACCOUNT with all required state and federal authorities.
FBS agrees to maintain such registrations in effect at all times during the term
of this Agreement, and to file such amendments, reports and other documents as
may be necessary to ensure that there will be no untrue statement of material
fact in any Registration Statement and that there shall be no omission to state
a material fact in the Registration Statement, which omission would make the
statements therein misleading. FBS may direct WFS, and WFS shall perform any or
all of the services described in this section.
4.3 BOOKS AND RECORDS
FBS agrees to maintain all books and records required and designated by WFS
under the securities laws in connection with the offer and sale of the
Certificates by its registered representatives, as specifically required by
Section 17 of the 1934 Act, Rule 17a-3 and 17a-4 under the 1934 Act or as
required by the NASD, and such other or further books or records as may be
required by rule or regulation of any other federal or state regulatory
organization or self-regulatory organization, to the extent such requirements
are applicable to the variable product operations as mutually determined for
purposes of this Agreement by WFS and FBS. FBS shall maintain such books and
records as agent on behalf of WFS who shall be the owner thereof. FBS agrees
that such books and records will be open and available to WFS at all times,
shall be surrendered promptly on request, without charge, to WFS, and shall be
subject to inspection by the SEC in accordance with Section 17 of the 1934 Act,
and by the NASD or other regulatory authorities having jurisdiction over the
securities activities of the WFS, at any time. FBS warrants that it understands
what books and records it must maintain on behalf of WFS.
4.4 DUTY TO KEEP INFORMED
FBS shall at its expense keep WFS fully informed on a current basis of any
changes or other material matters affecting the Certificates and, when
applicable, the FUND. FBS will use its best efforts to provide advance notice to
WFS of any proposed changes in the Certificates or the FUND and to discuss such
matters with WFS prior to taking any action. FBS shall furnish WFS copies of all
information, financial statements, books and records and other papers that WFS
may reasonably request in connection with its due diligence inquiry or for use
in connection with the distribution of Certificates.
4.5 TRANSFER AGENT
FBS shall be solely responsible for the selection and supervision of a Transfer
Agent for the Certificates; management of all Certificates, including the
subaccounts, establishing and maintaining account records and processing; and
the receipt and disbursement of all monies related to the Certificates.
Notwithstanding its responsibility for these matters, FBS shall keep WFS
currently informed, through reports requested by WFS, of all activities related
to the Certificates and the FUND. FBS will also keep WFS informed and consult
with WFS in advance of any changes to the procedures for the management or
administration of the Certificates or to any of the underlying records or
documents related thereto. FBS recognizes that any communications with
Certificate owners, or prospective Certificate owners, related to the
Certificates sold by WFS's registered representatives are subject to securities
regulations and must be approved in advance by FBS and WFS and may require
filing with and approval by the NASD and state securities authorities. Such
communications include but are not limited to correspondence, statement
stuffers, newspaper or magazine articles, confirmation messages and other
similar written materials.
5. JOINT PROCEDURES FOR COMMUNICATIONS WITH THE PUBLIC AND WITH REGISTERED
REPRESENTATIVES
The parties recognize that all written materials which are provided to FBS
members or prospective members in connection with the Certificates sold by WFS'S
registered representatives are required to meet specific standards established
by securities and insurance regulatory authorities. Such materials will include
advertising and sales literature, correspondence, magazine articles, newspaper
articles, press releases and any other written public communication. To ensure
compliance with all applicable rules and laws, it is agreed that WFS will manage
and coordinate the distribution of all public written materials related to the
Certificates sold by WFS's registered representatives, including materials
related to the FUND. No public materials will be released without the prior
written approval of both FBS and WFS, and both parties shall cooperate in the
preparation and review of such materials. FBS will provide WFS with the names of
its employees designated to give approval for such written materials. All
nonpublic written communications with WFS's registered representatives and to
employees of FBS or WFS, related to the Certificates shall be reviewed and
approved by both FBS and WFS prior to use. Such materials include, without
limitation, field updates, "broker-dealer only" materials, training materials,
and compliance information. FBS and WFS will establish internal policies to
insure that all such materials are appropriately and timely reviewed and shall
cooperate with each other in establishing such procedures.
6.1 SERVICES
WFS shall perform certain services, as requested by FBS, in connection with
WFS's role as principal underwriter in FBS's continuous offering of the
Certificates ("Services"). The parties represent and warrant that FBS and WFS
have mutually agreed to the definition and composition of the foregoing
Services. FBS and WFS agree that the definition and composition of the foregoing
Services, and additional services to be rendered in connection with the sale of
the Certificates, shall be reaffirmed or amended, as the case may be, on an
annual basis in connection with the preparation and negotiation of the annual
budget for Services for such year.
6.2 DETERMINATION OF CHARGE/EXPENSE FORMULAS FOR SERVICES
The parties represent and warrant that WFS and FBS agree on the methods to
determine and calculate the amount of Services to be charged by WFS as an
expense to FBS. FBS and WFS covenant and agree that: this shall be reaffirmed or
amended, as the case may be, on an annual basis in connection with the
preparation and negotiation of the budgets for such year.
6.3 PREPARATION OF ANNUAL BUDGET FOR SERVICES
Each successive year that this Agreement is in effect, WFS shall prepare a
projected annual budget for the successive year and deliver it to a designated
representative of FBS. Each successive year that this Agreement is in effect,
FBS shall provide comments to WFS on the content of the budget. FBS and WFS
covenant and agree that: (i) a final, agreed form of the Projected Annual Budget
(the "Final Annual Budget") shall be determined on or before the deadline date
set forth for the submission of annual budgets pursuant to FBS budget policies;
and (ii) the policies, definitions and operating procedures applicable to WFS as
a subsidiary of FBS.
7 INDEPENDENT CONTRACTOR STATUS
In performing its duties hereunder, WFS shall be an independent contractor and
neither WFS, nor any of its officers, directors, employees, or registered
representatives is, or shall be, an employee of FBS in the performance of WFS's
duties hereunder. WFS shall be responsible for the employment, control, and
conduct of its officers, agents and employees and for injury to such agents or
employees or to others through its agents or employees. WFS assumes full
responsibility for its agents and employees under applicable statutes and agrees
to pay all employee taxes thereunder.
8.1 INDEMNIFICATION OF FBS
WFS agrees to indemnify and hold harmless FBS and each of its present or former
directors, officers, employees, representatives and each person, if any, who
controls or previously controlled FBS within the meaning of Section 15 of the
1933 Act, against any and all losses, liabilities, damages, claims or expenses
(including the reasonable costs of investigating or defending any alleged loss,
liability, damage, claims or expense and reasonable legal counsel fees incurred
in connection therewith) to which FBS or any such person who may become subject
under the 1933 Act, under any other statute, rule or regulation, at common law,
or otherwise, arising out of the acquisition of any Certificate by any person
which may be based upon any wrongful act by WFS or any of WFS's directors,
officers, employees or representatives, or may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement, prospectus, shareholder report or other information
covering the Certificates filed or made public by FBS or any amendment thereof
or supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance upon
information furnished to FBS by WFS.
In no case is WFS's indemnity in favor of FBS, or any person indemnified, to be
deemed to protect FBS or such indemnified person against any liability to which
FBS or such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of his duties or by reason of
his reckless disregard of his obligations and duties under this Agreement, nor
is WFS to be liable under its indemnity agreement contained in this Section with
respect to any claim made against FBS or any person indemnified unless FBS or
such person, as the case may be, shall have notified WFS in writing of the claim
within a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon FBS or
upon such person (or after FBS or such person shall have received notice to such
service on any designated agent); provided the failure of FBS or the indemnified
person to give timely notice of a claim to WFS shall relieve WFS. of its
indemnity obligation only to the extent WFS .' s ability to defend against such
claim is prejudiced on account of such failure. Moreover, failure to notify WFS
of any such claim shall not relieve WFS from any liability which WFS may have to
FBS or any person against whom such action is brought otherwise than on account
of WFS's indemnity agreement contained in this Section. WFS agrees to promptly
notify FBS of the commencement of any litigation or proceedings against it or
any of its officers, employees or representatives in connection with the issue
or sale of the Certificates.
8.2 INDEMNIFICATION OF WFS
FBS agrees to indemnify and hold harmless WFS and each of its present or former
directors, officers, employees, representatives and each person, if any, who
controls or previously controlled WFS within the meaning of Section 15 of the
1933 Act, under any other statute, rule or regulation, at common law, or
otherwise, arising out of the acquisition, or with regard to the terms and
conditions, of any Certificates by any person that may be based upon any
wrongful act by FBS or any of FBS's directors, officers, employees or
representatives (other than WFS) or any other broker/WFSs who are selling
Certificates for FBS, may be based upon any untrue statement or alleged untrue
statement or a material fact contained in a registration statement, prospectus,
shareholder report or other information covering the Certificates or FUND filed
or made public by FBS or any amendment thereof or supplement thereto, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading unless
such statement or omission was made in reliance upon information furnished to
FBS by WFS. In no case is FBS's indemnity in favor of WFS, or any person
indemnified to be deemed to protect WFS or such indemnified person against any
liability to which WFS or such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of his obligations and duties
under this Agreement, or is FBS to be liable under its indemnity agreement
contained in this Section with respect to any claim made against WFS or person
indemnified unless WFS, or such person, as the case may be, shall have notified
FBS in writing of the claim within a reasonable time after the summons or other
first written notification giving information of the nature of the claim shall
have been served upon WFS or upon such person (or after WFS or such person shall
have received notice of such service on any designated agent); provided the
failure of WFS or the indemnified person to give timely notice of a claim to FBS
shall relieve FBS of its indemnity obligation only to the extent FBS's ability
to defend against such claim is prejudiced on account of such failure. Moreover,
failure to notify FBS of any such claim shall not relieve FBS from any liability
which FBS may have to WFS or any person against whom such action is brought
otherwise than on account of FBS's indemnity agreement contained in this
Section. FBS shall be entitled to participate, at its own expense, in the
defense, or, if FBS so elects, to assume the defense of any suit brought to
enforce any such claim, but if FBS elects to assume the defense, such defense
shall be conducted by legal counsel chosen by FBS. FBS agrees to promptly notify
WFS of the commencement of any litigation or proceedings against it or any of
its trustees, officers, employees, or representatives in connection with the
issue or sale of the Certificates.
9 AUTHORIZED REPRESENTATIONS
WFS is not authorized by FBS to give on behalf of FBS any information or to make
any representations in connection with the sale of Certificates other than the
information and representations contained in a Registration Statement filed with
the SEC under the 1933 Act and/or the 1940 Act, covering the Certificates, the
ACCOUNT, or the FUND, as such Registration Statements may be amended or
supplemented from time to time, or contained in shareholder reports or other
material that may be prepared by or on behalf of FBS for WFS's use. This shall
not be construed to prevent WFS from preparing and distributing advertising and
sales literature or other material as it may deem appropriate, subject to the
requirements of Section 5 above.
10 AMENDMENT OR ASSIGNMENT OF AGREEMENT
This Agreement may not be amended or assigned except by written agreement of
both parties.
11 TERMINATION
This Agreement may be terminated by either party hereto, without the payment of
any penalty, on 90 days prior notice in writing to the other party or
immediately if agreed upon by both parties.
12 MISCELLANEOUS
The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Nothing herein contained shall be deemed to require FBS to take any
action contrary to its Charter or by-laws, or any applicable statutory or
regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Board of Directors of FBS of responsibility for and
control of the conduct of the affairs of FBS. .
13 DEFINITION OF TERMS
Any questions of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
1933 Act, the 1934 Act, the Advisers Act or the 1940 Act shall be resolved by
reference to such term or provision and to interpretation thereof, if any, by
the United States courts or, in the absence of any controlling decision of any
such court, by rules, regulations or orders of the SEC validly issued pursuant
to such Act.
14 COMPLIANCE WITH SECURITIES LAWS
Each party to the Agreement 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 the registration or qualification of the ACCOUNT or the Certificates,
or the right to offer the Certificates for sale or (b) the happening of any
event which makes untrue any statement, or which requires the making of any
change in any Registration Statement or any current Prospectus or Statement of
Additional Information, in order to make the statements therein not materially
misleading.
15 REGULATORY EXAMINATIONS
WFS and FBS agree to cooperate fully in any insurance regulatory examination,
investigation, or proceeding or any judicial proceeding arising in connection
with the Certificates. WFS and FBS further agree to cooperate fully in any
securities regulatory examination, investigation or proceeding or any judicial
proceeding with respect to FBS, WFS, their affiliates and their agents or
representatives, to the extent that such examination, investigation or
proceeding is in connection with Certificates distributed under this Agreement.
WFS shall furnish applicable federal and state regulatory authorities with any
information or reports in connection with its services under this Agreement
which such authorities may request in order to ascertain whether FBS's
operations are being conducted in a manner consistent with any applicable laws
or regulations.
16. NOTICES
Any notice required to be given pursuant to this Agreement shall be deemed duly
given if delivered or mailed by registered mail, postage prepaid, to WFS or to
FBS at ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
17. PRIVACY
Nonpublic personal financial information relating to members, consumers or
customers of FBS provided by or at the direction of FBS to WFS, or collected or
retained by WFS to perform its duties as distributor hereunder, shall be
considered confidential information. WFS shall not disclose or otherwise use
nonpublic personal financial information relating to present or former
Certificate owners of FBS other than for the purposes for which that information
was disclosed, including use under an exception in Sections 248.14 or 248.15 of
the Securities and Exchange Commission Regulation S-P in the ordinary course of
business to carry out those purposes. WFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of records and information relating to consumers of FBS. WFS
represents to FBS that it has adopted a Statement of its privacy policies and
practices with respect to Certificate owners and persons solicited to become
Certificate owners as required by Securities and Exchange Commission Regulation
S-P, and agrees to comply with it.
18. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of Nebraska.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized representatives and their respective corporate seals to
be hereunto affixed, as of the dates first above written.
Woodmen of the World Life Insurance Society and/or Omaha Woodmen Life Insurance
Society
By
Woodmen Financial Services, Inc.
By
