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EXHIBIT 3(I)
PRINCIPAL UNDERWRITER'S AGREEMENT
FIRST SAFECO SEPARATE ACCOUNT S
This Agreement is made and entered into as of the 1st day of February,
1997 between First SAFECO National Life Insurance Company of New York ("First
SAFECO") on behalf of First SAFECO Separate Account S ("Separate AccountS) and
SAFECO Securities, Inc., a corporation registered as a broker-dealer with the
Securities and Exchange Commission (SEC)and National Association of Securities
Dealers, Inc. ("PRINCIPAL UNDERWRITER").
WHEREAS, First SAFECO is a life insurance company licensed to sell
various life insurance and annuity contracts (the "Policies"); and
WHEREAS, First SAFECO proposes to issue and sell the Policies to the
public through PRINCIPAL UNDERWRITER:
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. First SAFECO is a life insurance company licensed to offer
and sell the Policies. First SAFECO proposes to issue and sell the Policies to
the public through PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to
provide principal underwriting services subject to the terms and conditions
hereof. The Policies to be sold are more fully described in the registration
statements and the prospectuses hereinafter mentioned. Such Policies will be
issued by First SAFECO through the Separate Account.
2. First SAFECO grants PRINCIPAL UNDERWRITER the exclusive
right, during the term of this Agreement, subject to registration
requirements of the Securities Act of 1933, as amended (1933 Act)
and the Investment Company Act of 1940, as amended (1940 Act) and the provisions
of the Securities Exchange Act of 1934, as amended (1934 Act) to be the
principal underwriter of the Policies issued through the Separate Account.
PRINCIPAL UNDERWRITER will offer and sell the Policies under such terms as set
by First SAFECO and will make such sale to purchasers permitted to buy such
Policies as specified in the prospectuses.
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Principal Underwriter's Agreement
February 1, 1997
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3. PRINCIPAL UNDERWRITER agrees that it shall undertake to
perform all duties and functions which are necessary and proper
for the distribution of the Policies.
4. (a) All sales literature and advertisements relating
to First SAFECO and the Separate Account used by PRINCIPAL UNDERWRITER shall be
subject to approval by First SAFECO. First SAFECO authorizes PRINCIPAL
UNDERWRITER, in connection with the sale or arranging for the sale of the
Policies, to provide only such information and to make only such statements or
representations as are contained in the then-current prospectus and statement of
additional information for the Separate Account or in sales literature or
advertisements approved by First SAFECO or in such financial and other
statements which are furnished to the PRINCIPAL UNDERWRITER pursuant to the next
paragraph. First SAFECO shall not be responsible in any way for any information
provided or statements or representations made by PRINCIPAL UNDERWRITER or its
representatives or agents other than the information, statements and
representations described in the preceding sentence. PRINCIPAL UNDERWRITER shall
review all materials submitted to it that describe First SAFECO or the Policies.
PRINCIPAL UNDERWRITER shall not be responsible for any information provided or
statements or representations made by persons or entities other than PRINCIPAL
UNDERWRITER's representatives or agents.
(b) First SAFECO shall keep PRINCIPAL UNDERWRITER fully
informed with regard to its affairs, shall furnish PRINCIPAL UNDERWRITER with a
copy of all financial statements and a signed copy of each report prepared by
its independent certified public accountants, and shall cooperate fully in the
efforts of PRINCIPAL UNDERWRITER to sell the Policies and in the performance by
PRINCIPAL UNDERWRITER of all its duties under this Agreement.
5. (a) First SAFECO will pay or cause to be paid:
(1) registration fees for registering the
Separate Account under the 1933 Act;
(2) the expenses, including counsel fees, of
preparing registration statements and such
other documents as First SAFECO believes are
necessary for registering the Separate
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Principal Underwriter's Agreement
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Account with the SEC and such states as are
deemed necessary or appropriate;
(3) expenses incident to preparing amendments to
the Separate Account's registration statement
under 1933 Act and the 1940 Act;
(4) expenses for preparing and setting in type
all prospectuses and the expense of supplying
them to the applicants for the Policies;
(5) expenses incident to the issuance of the
Policies; and
(6) expenses incident to the preparation and
mailing of notices, reports and proxy
solicitation material to its Policyholders.
(b) PRINCIPAL UNDERWRITER shall be compensated for its
distribution services in such amount as to meet all of its obligations to
selling broker-dealers with respect to all premium payments for the Policies
accepted by First SAFECO on the Policies covered by this Agreement.
6. (a) First SAFECO shall maintain a currently effective registration
statement with respect to the Separate Account and the Policies offered through
the Separate Account on the appropriate SEC form and shall file with the SEC
such reports and other documents as may be required under the 1933 Act and the
1940 Act or by the rules and regulations of the SEC thereunder.
(b) First SAFECO represents and warrants that the registration
statements, post-effective amendments, prospectuses and statements of additional
information with respect to the Separate Account and the Policies (excluding
statements based upon written information furnished by PRINCIPAL UNDERWRITER
expressly for inclusion therein) shall not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that all
statements or information furnished to PRINCIPAL UNDERWRITER, pursuant to
Section 4 (b) hereof, shall be true and correct in all material respects.
7. It is understood that officers, agents and shareholders of First
SAFECO are or may be interested in PRINCIPAL UNDERWRITER
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Principal Underwriter's Agreement
February 1, 1997
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as directors, officers, shareholders, or otherwise; that directors, officers,
agents and shareholders of PRINCIPAL UNDERWRITER are or may be interested in
First SAFECO as officers, shareholders or otherwise; that PRINCIPAL UNDERWRITER
may be interested in First SAFECO as a shareholder or otherwise; and that the
existence of any such dual interest shall not affect the validity this Agreement
or of any transactions contemplated hereunder except as otherwise provided by
specific provisions or applicable law.
8. The parties contemplate that PRINCIPAL UNDERWRITER will enter into
dealer agreements with registered and qualified securities dealers for the sale
of the Policies. The form of any such dealer agreement shall be mutually agreed
upon and approved by First SAFECO and the PRINCIPAL UNDERWRITER.
9. PRINCIPAL UNDERWRITER is an independent contractor and shall be
First SAFECO's agent only in respect to the sale and of the Policies.
10. The services of PRINCIPAL UNDERWRITER to First SAFECO under this
Agreement are not to be deemed exclusive, and the PRINCIPAL UNDERWRITER shall be
free to render similar services or other services to others so long as its
obligations hereunder are not impaired thereby.
11. This Agreement is terminable on not less than 60 days' notice to
the other party and will be terminated upon the mutual written consent of
PRINCIPAL UNDERWRITER and First SAFECO. This Agreement will also automatically
and immediately terminate in the event of its assignment.
12. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of
PRINCIPAL UNDERWRITER (and its officers, directors, agents, employees,
controlling persons and any other person or entity affiliated with PRINCIPAL
UNDERWRITER or retained by it to perform or assist in the performance of its
obligations under this Agreement), PRINCIPAL UNDERWRITER shall not be subject to
liability to First SAFECO or for any act or omission in the course of, or
connected with, rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by any of them in
connection with the matters to which this Agreement relates.
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13. Any notice, request, instruction or other document to be given
hereunder by either party hereto to the other shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, as set
forth below:
If to First SAFECO: President
First SAFECO National Life
Insurance Company of New York
Xxxxxxxx Office Building
0000 Xxx Xxxxxxxx Xxxx
X. Xxxxxxxx, XX 00000
If to PRINCIPAL UNDERWRITER: President
SAFECO Securities, Inc.
SAFECO Plaza
Xxxxxxx, XX 00000
14. This Agreement embodies the entire Agreement between PRINCIPAL
UNDERWRITER and First SAFECO with respect to the principal underwriting services
to be provided by PRINCIPAL UNDERWRITER to First SAFECO and the Separate Account
and supersedes any prior written or oral agreement between the parties. The
parties acknowledge that certain administrative responsibilities and obligations
in connection with the offer and sale of the Policies are stated in the
Broker-Dealer Agreement by and among First SAFECO, PRINCIPAL UNDERWRITER, PNMR
Securities, Inc. and SAFECO Corporation dated February 1, 1997. In the event
that either party should be required to take legal action in order to enforce
its rights under this Agreement, the prevailing party in any such action or
proceeding shall be entitled to recover from the other party costs and
reasonable attorneys' fees.
15. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument. PRINCIPAL UNDERWRITER
acknowledges that the rights and obligations of the Separate Account are
separate and distinct from those of First SAFECO and any and all of First
SAFECO's other separate accounts.
16. This Agreement shall be construed in accordance with
and governed by the laws of the State of Washington.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed by their duly authorized officers as of the day and year first
above written.
FIRST SAFECO NATIONAL LIFE
INSURANCE COMPANY OF NEW YORK SAFECO SECURITIES, INC.
By___________________________ By_______________________
Its__________________________ Its______________________
