PRINCIPAL UNDERWRITING AGREEMENT
Separate Account Eleven
This UNDERWRITING AGREEMENT made as of the first day of February
1988, by and between Walnut Street Securities, Inc. (hereinafter "the
Underwriter") and General American Life Insurance Company (hereinafter
"the Insurance Company"), on its own behalf and on behalf of General
American Life Insurance Company Separate Account Eleven (hereinafter
"the Account"), a separate account of the Insurance Company;
WITNESSETH as follows:
WHEREAS, the Account was established under authority of a
resolution of the Insurance Company's Board of Directors on January 24,
1985, in order to set aside and invest assets attributable to certain
flexible premium variable life contracts (hereinafter "Contracts")
issued by the Insurance Company;
WHEREAS, the Insurance Company has registered the Account as a
unit investment trust under the Investment Company Act of 1940 (the
"Investment Company Act") and has registered the Contracts under the
Securities Act of 1933;
WHEREAS, the Underwriter is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Insurance Company and the Account desire to
have Contracts sold and distributed through the Underwriter and the
Underwriter is willing to sell and distribute such Contracts under the
terms stated herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Insurance Company grants to the Underwriter the right to be,
and the Underwriter agrees to serve as distributor and principal
underwriter of the Contracts during the term of this Agreement. The
Underwriter agrees to use its best efforts to solicit applications for
the Contracts at its own expense, and otherwise to perform all duties
and functions which are necessary and proper for the distribution of the
Contracts.
2. All premiums for Contracts shall be remitted promptly to the
Insurance Company in full together with appropriate application forms
and any other required documentation. Checks or money orders in
payment of premiums shall be drawn to the order of "General American
Life Insurance Company".
3. The Underwriter agrees to offer the Contracts for sale in
accordance with the prospectus for them then in effect. The Underwriter
is not authorized to give any information or to make any representations
concerning the Contracts other than those contained in the current
prospectus filed with the SEC or in such sales literature as may be
developed and authorized by the Insurance Company in conjunction
with the Underwriter.
4. On behalf of the Account, the Insurance Company shall furnish the
Underwriter with copies of all prospectuses, financial statements, and
other documents which the Underwriter reasonably requests for use in
connection with the distribution of the Contracts.
5. The Underwriter represents that it is duly registered as
a broker-dealer under the 1934 Act, and is a member in good standing of
the NASD, and -- to the extent necessary to offer the Contracts -- shall
be duly registered or otherwise qualified under the securities
laws of any state or other jurisdiction. The Underwriter shall be
responsible for carrying out its sales and underwriting obligations
hereunder in continued compliance with the NASD Rules of Fair Practice,
and applicable federal and state securities laws and regulations.
Without limiting the generality of the foregoing, the Underwriter agrees
that it shall be fully responsible for:
(a) ensuring that no person shall offer or sell the Contracts on
its behalf until such person is duly registered as a representative of
the Underwriter; duly licensed and appointed by the Insurance Company;
and appropriately licensed, registered, or otherwise qualified to offer
and sell such Contracts under the federal securities laws and any
applicable securities laws of each state or other jurisdiction in which
the Insurance Company is licensed to sell the Contracts and in which
such persons shall offer or sell the Contracts; and
(b) training, supervising, and controlling of all such persons
for purposes of complying on a continuous basis with the NASD Rules of
Fair Practice and with federal and state securities law requirements
applicable in connection with the offering and sale of the Contracts.
In this connection, the Underwriter shall:
(1) conduct such training (including the preparation and
utilization of training materials) as in the opinion of the
Underwriter is necessary to accomplish the purposes of this
Agreement;
(2) establish and implement reasonable written procedures
for supervision of sales practices of agents, representatives, or
brokers selling the Contracts: and
(3) take reasonable steps to ensure that its associated
persons shall not make recommendations to an applicant to purchase
and shall not sell a Contract in the absence of reasonable grounds
to believe that the purchase of the Contract is suitable for such
applicant.
6. Notwithstanding anything in this Agreement to the contrary, the
Underwriter is hereby authorized to enter into sales agreements with
other independent broker-dealers for the sale of the Contracts. All
such sales agreements entered into by the Underwriter shall provide that
each independent broker-dealer will assume full responsibility for
continued compliance by itself and its associated persons with the NASD
Rules of Fair Practice and applicable federal and state securities laws.
All associated persons of such independent broker-dealers soliciting
applications for the Contracts shall be duly and appropriately licensed
or appointed by the Insurance Company for the sale of the Contracts
under the insurance laws of the applicable states or jurisdictions in
which such persons shall offer or sell the Contracts.
7. The Insurance Company shall apply for the proper insurance
licenses in the appropriate states or jurisdictions for persons
associated with the Underwriter; or with other independent broker-
dealers which have entered into agreements with the Underwriter for the
sale of the Contracts and are designated to sell the Contracts provided
that the Insurance Company reserves the right to refuse to appoint any
proposed associated person as an agent or broker, and to terminate an
agent or broker once appointed.
8. The Insurance Company and the Underwriter shall cause to be
maintained and preserved for the periods prescribed such accounts,
books, and other documents as are required of them by the Investment
Company Act, the 1934 Act, and any other applicable laws and
regulations. The books, accounts and records of the Insurance Company,
the Account, and the Underwriter as to all transactions hereunder shall
be maintained so as to
disclose clearly and accurately the nature and details of the
transactions. The Insurance Company shall maintain such books and
records of the Underwriter pertaining to the sale of the Contracts and
required by the 1934 Act as may be mutually agreed upon from time to
time by the Insurance Company and the Underwriter; provided that such
books and records shall be the property of the Underwriter, and shall at
all times be subject examination by the SEC and all other regulatory
bodies having jurisdiction. The Insurance Company shall be responsible
for sending all confirmations on customer regulations, as modified by
an exemption or other relief obtained by the Insurance Company. The
Underwriter shall cause the Insurance Company to be furnished with such
reports as the Insurance Company may reasonably request for the purpose
of meeting its reporting and recordkeeping obligations under the
insurance laws of the State of Missouri and any other states or
jurisdictions.
9. Ownership and control of records shall not be affected by this
Agreement.
10. Each party to this Agreement has the right to inspect, audit, and
copy all pertinent records of the other party pertaining to performance
under this Agreement.
11. Each party to this Agreement will keep any information obtained in
the course of its relationship to the other party in confidence and will
not use such information for its own benefit or disclose it except as
authorized by the other party or as required by regulatory authorities
having jurisdiction.
12. The Insurance Company shall have the responsibility for paying (i)
all commissions or other fees to associated persons of the Underwriter
which are due for the sale of the Contracts and (ii) any compensation to
other independent broker-dealers and their associated persons due under
the terms of any sales agreements between the Underwriter and such
broker-dealers. Notwithstanding the preceding sentence, no associated
person or
broker-dealer shall have an interest in any deductions or other fees
payable to the Underwriter as set forth herein. The Underwriter will
be reimbursed for expenses but will not be paid any commission for
sales.
13. The Insurance Company shall reimburse the Underwriter for all
costs and expenses incurred by the Underwriter In furnishing the
services, materials, and supplies required by the terms of this
Agreement.
14. The Insurance Company agrees to indemnify the Underwriter for any
losses incurred as a result of any action taken or omitted by the
Underwriter, or any of its officers, agents, or employees, in performing
their responsibilities under this Agreement in good faith and without
willful misfeasance, gross negligence, or reckless disregard of such
obligations.
15. The Insurance Company undertakes to guarantee the performance of
all of Underwriter's obligations imposed by Section 27(f) of the
Investment Company Act, as amended, and Rule 27d-2 adopted by the SEC,
to make refunds of the premiums or charges to owners of Contracts
required by Section 27(f) or the conditions of any exemptions therefrom.
16. (a) This Agreement may be terminated by either party hereto
upon 60 days' written notice to the other party.
(b) This Agreement may be terminated upon written notice of one
party to the other party hereto in the event of bankruptcy
or insolvency of such party to which notice is given.
(c) This Agreement may be terminated at any time upon
the mutual written consent of the parties thereto.
(d) The Underwriter shall not assign or delegate its
responsibilities under this Agreement without the
written consent of the Insurance Company. Without
limiting the generality of the foregoing, the term
"assigned" shall not include any transaction exempted
from section 15(b)(2) of the Investment Company Act.
(e) This Agreement may be terminated by either party without
penalty.
(f) In the event either party to this Agreement ails
to perform in a satisfactory manner the other party may
cancel this Agreement.
(g) Upon termination of this Agreement, all authorizations,
rights, and obligations shall cease except the obligation to
settle accounts hereunder, including payments (or premiums
or contributions) subsequently received for Contracts in
effect at the time of termination or issued pursuant to
applications received by the Insurance Company prior to
termination.
(h) In the event this Agreement is ended for any reason each
party agrees to return all records belonging to the other
party promptly and free from all claims.
17. This Agreement shall be subject to the provisions of the
Investment Company Act and the 1934 Act and the rules, regulations, and
rulings thereunder and of the NASD, from time to time in effect,
including such exemptions from the Investment Company Act as the SEC may
grant, and the terms hereof shall be interpreted and construed in
accordance therewith.
18. Each party to this Agreement expressly reserves unto itself the
ultimate authority and responsibility for conduct of its business.
19. Each party to this Agreement shall furnish to regulatory
authorities having jurisdiction such information as may be requested in
order for such authorities to ascertain that Insurance Company's
variable life insurance operations are being conducted in accordance
with applicable laws and regulations.
20. Each party to this Agreement shall be liable for its own
misconduct and negligence.
21. Neither party to this Agreement shall attempt to immunize itself
from liability solely in reliance upon an opinion of that party's own
counsel.
22. Neither party to this Agreement shall undertake any
activity which might conflict with its faithful discharge of the
duties outlined in this Agreement.
23. The statutes of limitations contained in the laws applicable to
this Agreement shall govern.
24. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
25. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective officials thereunder duly authorized
and seals to be affixed, as of the day and year first above written.
WALNUT STREET SECURITIES, INC.
Attest:
/s/ Xxxxx Xxxxxxx by: /s/ Xxxxx X. Xxxx
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Secretary President
Attest: GENERAL AMERICAN LIFE INSURANCE COMPANY
/s/ Xxxxx Xxxxxxx by: /s/ H Xxxxx Xxxxxxxx
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Secretary President
