EXHIBIT (3)(I)
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DISTRIBUTION AGREEMENT BETWEEN
FIDELITY DISTRIBUTORS CORPORATION (UNDERWRITER)
AND PFL LIFE INSURANCE COMPANY (DEPOSITOR).
PRINCIPAL UNDERWRITER AGREEMENT
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IN IS HEREBY AGREED by and between PACIFIC FIDELITY LIFE INSURANCE COMPANY
("PFL") on behalf of the FIDELITY VARIABLE ANNUITY ACCOUNT and FIDELITY
DISTRIBUTORS CORPORATION ("FDC") as follows:
I
PFL proposes to issue and sell variable annuity contracts ("Annuity Contracts")
to the public through FDC. FDC agrees to provide sales services subject to the
terms and conditions hereof. Annuity Contracts to be sold are more fully
described in the registration statement and the prospectus hereinafter
mentioned. Such Annuity Contracts will be issued by PFL through the FIDELITY
VARIABLE ANNUITY ACCOUNT.
II
PFL grants to FDC the non-exclusive right, during the term of this Agreement,
subject to registration requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 and the provisions of the Securities Exchange Act
of 1934, to distribute the Annuity Contracts issued through the FIDELITY
VARIABLE ANNUITY ACCOUNT. FDC will sell Annuity Contracts at price to be set by
PFL and will make such sales to purchasers permitted to buy such Annuity
Contracts as specified in the Prospectus.
III
PFL reserves the right to review and accept or reject all applications for
Annuity Contracts. All payments for such Annuity Contracts shall be sent to the
office designated for such by PFL.
IV
On behalf of the FIDELITY VARIABLE ANNUITY ACCOUNT, PFL shall furnish FDC with
copies of all information, financial statements and other documents which FDC
may reasonably request for use in connection with the distribution of Annuity
Contracts. PFL shall provide to FDC each currently effective prospectus. PFL
shall not be responsible for the cost of printing or distributing prospectuses.
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V
FDC is not authorized to give any information, or to make any representations
concerning the FIDELITY VARIABLE ANNUITY ACCOUNT or PFL other than those
contained in the current registration statement or prospectus filed with the
Securities and Exchange Commission or such sales literature as may be authorized
by PFL.
VI
Both parties to this Agreement agree to keep necessary records as indicated by
applicable state and federal law and to render the necessary assistance to one
another for the accurate and timely preparation of such records. Further, PFL
agrees that all books and records in connection with the offer and sale of
variable annuity interests funded by the Fidelity Variable Annuity Account will
be maintained and preserved in conformity with the requirements of Rule 17a-3
and 17a-4 under Securities Exchange Act of 1934, to the extent that such
requirements are applicable to the variable annuity operations. All such books
and records will be maintained and held by PFL on behalf of, and as agent for
FDC, whose property they are and shall remain. All such books and records will
be at all times subject to inspection by the Securities and Exchange Commission
in accordance with Section 17(a) of the Act.
VII
This Agreement shall be effective upon the execution hereof and shall be
co-terminous with the General Agency Agreement between PFL and Fidelity
Insurance Agency, Inc. This Agreement shall automatically terminate in the event
of its assignment by FDC.
VIII
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 follows:
TO: PFL AND FIDELITY VARIABLE ANNUITY ACCOUNT
Pacific Fidelity Life Insurance Company
0000 Xxxxxxxx Xxxx XX
Xxxxx Xxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
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TO FDC:
Fidelity Distributors Corporation
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
IX
Both parties to this Agreement agree that FDC shall receive no compensation for
its services, nor reimbursement of expenses incurred hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized.
EXECUTED this 31st day of July, 1980.
FIDELITY DISTRIBUTORS CORPORATION
ATTEST: /s/ BY: /s/
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Clerk President
ATTEST: /s/ BY: /s/
--------------------------- ----------------------------------
Secretary Senior Vice President
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