1
EXHIBIT (3)
UNDERWRITING AGREEMENT
AGREEMENT made this ___ day of ________, 1991, by and between Xxxxxxx
Xxxxx Life Insurance Company ("Xxxxxxx Xxxxx Life"), an Arkansas corporation,
and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("MLPF&S"), a Delaware
corporation.
W I T N E S S E T H :
WHEREAS, Xxxxxxx Xxxxx Life has established a separate account
entitled the Xxxxxxx Xxxxx Life Variable Annuity Separate Account for the
purposes of issuing certain variable annuity contracts ("Contracts");
WHEREAS, Xxxxxxx Xxxxx Life wishes to arrange for the underwriting of
the Contracts in conformity with the requirements of the Securities Exchange
Act of 1934 ("1934 Act"); and
WHEREAS, MLPF&S is registered with the Securities and Exchange
Commission ("SEC") as a broker-dealer under the 1934 Act and is a member of the
National Association of Securities Dealers, Inc. ("NASD");
NOW, THEREFORE, the parties hereto agree as follows:
1. Xxxxxxx Xxxxx Life hereby appoints MLPF&S as its
exclusive representative for the distribution of the Contracts, and MLPF&S
hereby agrees to use its best efforts to sell and distribute the Contracts
through its registered representatives; provided, that with the approval of
Xxxxxxx Xxxxx Life, MLPF&S may arrange with other broker-dealers for the sale
of the Contracts and execute agreements relating thereto upon such terms and
conditions as MLPF&S deems appropriate.
2. Unless otherwise permitted by applicable law, each
person engaged in the sale of the Contracts must be both an agent of Xxxxxxx
Xxxxx Life and a person associated with a broker or dealer" as that term is
defined in Section 3(a)(18) of the 1934 Act. With respect to all persons
associated with it who will be engaged in the sale of the Contracts, MLPF&S
will be responsible for their training, qualification, registration,
supervision and control in the manner and to the extent required by the
applicable rules of the SEC and NASD and by any applicable securities laws or
rules of the various states relating to the sale of the Contracts. Xxxxxxx
Xxxxx Life reserves the right to refuse to appoint any person proposed to be
associated with MLPF&S as an agent, or if appointed, to terminate such
appointment in its sole discretion. From time to time as
2
requested by Xxxxxxx Xxxxx Life, MLPF&S will furnish to it a list of all
persons associated with it authorized to sell the Contracts.
3. MLPF&S will prepare and maintain all books and
records relating to the Contracts which are required to be maintained by it
under the 0000 Xxx.
4. MLPF&S will not accept or receive on behalf of
Xxxxxxx Xxxxx Life any Contract purchase payment except the first. Any first
payment received by MLPF&S will be made payable to Xxxxxxx Xxxxx Life and will
be forwarded promptly to Xxxxxxx Xxxxx Life, or the service office designated
by it accompanied by a complete Contract application. Xxxxxxx Xxxxx Life
reserves the right to reject any contract request in its sole discretion.
5. Xxxxxxx Xxxxx Life will furnish MLPF&S currently
effective prospectuses relating to the Contracts in such numbers as MLPF&S may
reasonably require from time to time. MLPF&S will use its best efforts to
obtain any approvals or clearances required from the NASD with respect to all
sales materials relating to the Contracts. Any sales materials relating to the
Contracts prepared by MLPF&S must be approved by Xxxxxxx Xxxxx Life prior to
their use.
6. All commissions payable by Xxxxxxx Xxxxx Life in
connection with Contract sales will be payable to the appropriate general agent
affiliated with MLPF&S in accordance with terms of the agreement with such
general agent then in effect. If any provision of any such agreement
applicable to the Contracts conflicts with any provision of this Agreement, the
provision of this Agreement shall govern.
7. This Agreement may be terminated at any time by
either party hereto on sixty (60) days' written notice.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By:
---------------------------------
ATTEST
-----------------------------
- 2 -
3
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
--------------------------------
ATTEST
----------------------------
- 3 -
