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EXHIBIT 1-A(3)(a)
DISTRIBUTION AGREEMENT
BETWEEN
XXXXXX INVESTORS LIFE INSURANCE COMPANY
AND
INVESTORS BROKERAGE SERVICES, INC.
THIS AGREEMENT is made on this 31st day of January, 1995 between XXXXXX
INVESTORS LIFE INSURANCE COMPANY ("KILICO") on its own behalf and on behalf of
the KILICO Variable Separate Account (the "Account") and INVESTORS
BROKERAGE SERVICES, INC. ("IBS"). In consideration of the mutual covenants
contained in this Agreement, the parties agree as follows:
1. KILICO appoints IBS to promote the sale of variable life insurance
policies ("Policies") issued by KILICO and the Account. IBS will promote
such Policies in those states in which KILICO has variable policy authority
and in which the Policies are eligible for sale under applicable state law.
KILICO agrees to inform IBS of the status of such matters in each of these
states from time to time.
2. The solicitation of Policies shall be made by persons who are
registered representatives of National Association of Securities Dealers, Inc.
("NASD") member broker-dealers who have a Selling Group Agreement with IBS,
which agreement shall encompass the promotion of the sale of the Policies;
provided that, no such registered representative shall be allowed to
participate in the solicitation of the Policies unless such person has been
appointed to solicit variable Policies by KILICO in any state in which such
solicitation may occur.
3. All books and records maintained by KILICO in connection with
the sale of Policies will be maintained and preserved by KILICO in conformity
with the requirements of Rule 17a-3 and 17a-4 under the Securities Exchange Act
of 1934, to the extent that such requirements are applicable to the Policies.
4. KILICO assumes full responsibility for the activities of all
persons engaged directly or indirectly in the promotion of the solicitation of
the Policies, including all sales representatives and associated persons as
defined in the Securities Exchange Act of 1934. IBS shall, in the course of
contracting with NASD member broker-dealers with which it has agreements,
require that such broker-dealers be responsible for the acts of their
registered representatives and associated persons.
5. Compensation to broker-dealers for the sale of Policies shall
be paid by KILICO through IBS. Any obligation by IBS to pay such compensation
will occur only following receipt of such amounts by IBS from KILICO.
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6. IBS, when requested by KILICO, shall suspend its efforts to
effectuate sales of the Policies at any time KILICO shall request.
7. KILICO shall bear the expenses of printing and distributing
registration statements and prospectuses relating to the public sale of
Policies pursuant to this Agreement. KILICO agrees to bear the expenses of
qualification of the Policies for sale and of continuing the qualification in
the various states. KILICO shall bear the expenses of any sales literature
used by IBS or furnished by IBS to dealers in connection with offering the
Policies and the expenses of advertising in connection with such offerings,
except for customized pieces the cost of which shall be mutually agreed to by
KILICO and IBS.
8. IBS agrees that it will not use any sales material as defined
under the rules of the NASD or by the statutes or regulations of any state in
which the Policies may be solicited, unless such material has received prior
written approval by KILICO.
9. IBS, KILICO and the Account shall each comply with all
applicable provisions of the Investment Company Act of 1940, Securities Act of
1933 and of all Federal and state securities and insurance laws, rules and
regulations governing the issuance and sale of the Policies.
10. KILICO agrees to indemnify IBS against any and all claims,
liabilities and expenses including but not limited to reasonable attorneys fees
which IBS may incur under the Investment Company Act of 1940, Securities Act of
1933 and all Federal and state securities and insurance laws, rules and
regulations governing the issuance and sale of the Policies, common law or
otherwise, arising out of or based upon any alleged untrue statements of
material fact contained in any registration statement or prospectus of the
Account, or any alleged omission to state a material fact therein, the omission
of which makes any statement contained therein misleading or of any alleged act
or omission in connection with the offering, sale or distribution of the
Policies by any registered representatives or associated persons of a NASD
member broker-dealer which has an agreement with IBS. IBS agrees to indemnify
KILICO and the Account against any and all claims, demands, liabilities and
expenses, including but not limited to reasonable attorneys fees, which KILICO
or the Account may incur, arising out of or based upon any act of IBS or of any
registered representative of an NASD member investment dealer which has an
agreement with IBS and is acting in accordance with KILICO's instructions.
KILICO acknowledges that IBS may similarly attempt to hold such an NASD member
broker-dealer responsible for the acts of registered representatives and
associated persons; and to the extent KILICO is obligated to indemnify IBS
under this Agreement, IBS agrees to assign its rights against such
broker-dealers to KILICO.
11. KILICO agrees to supply IBS with such information as may be
reasonably required by IBS including the "net accumulation unit value" computed
as of the time prescribed by and in compliance with all pertinent requirements
of the NASD and the Securities and Exchange Commission.
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12. This Agreement shall be effective February 1, 1995. This
Agreement is subject to termination by either party upon thirty (30) days'
prior written notice to the other party. This Agreement may not be assigned by
either party without the written consent of the other party. This Agreement
shall be interpreted according to the laws of the State of Illinois.
IN WITNESS WHEREOF, this Agreement has been signed by the parties on the date
first above written.
XXXXXX INVESTORS LIFE INSURANCE COMPANY
ATTEST: BY: /s/ Xxxx X. Xxxxx
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TITLE: Chairman, President and
Chief Executive Officer
/s/ Xxxxx X. Xxxxxxx
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TITLE: Asst. Secretary
INVESTORS BROKERAGE SERVICES, INC.
ATTEST: BY: /s/ Xxxx X. Xxxxxxx, Xx.
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TITLE: Marketing Officer
/s/ Xxxxx X. Xxxxxxx
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TITLE: Secretary
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