UNDERWRITING CONTRACT
AGREEMENT dated as of the 20th day of December 1972, between
AMERICAN FIDELITY SECURITIES, INC., a corporation organized under
the laws of the State of Oklahoma and having its principal place
of business in Oklahoma City, Oklahoma (sometimes herein referred
to as "Underwriter"), and AMERICAN FIDELITY VARIABLE ANNUITY FUND
A, a separate account of American Fidelity Assurance Company
organized under Oklahoma insurance law and having an office and
place of business in Oklahoma City, Oklahoma (sometimes herein
referred to as "the Fund").
WITNESSETH:
In consideration of the agreements herein contained and
other consideration, receipt of which by each party is hereby
acknowledged, it is agreed:
1. The Fund hereby appoints the Underwriter as its
exclusive agent to sell and distribute variable annuity contracts
of the Fund at the offering price thereof as from time to time
determined in the manner herein provided. The Underwriter hereby
accepts such appointment and agrees during such period to provide
the services and to assume the obligations herein set forth. The
Underwriter shall receive an underwriting commission of 3% on all
payments received for variable annuity contracts for the services
performed pursuant to this agreement.
2. The Underwriter agrees that variable annuity contracts
will be offered only for use in connection with plans established
by persons entitled to the benefits of the Self-Employed
Individuals Tax Retirement act of 1962, as amended; plans
qualified under Section 401(a) or 403(a) of the Internal Revenue
Code of 1954; and annuity purchase plans adopted by public
schools systems and certain tax-exempt organizations pursuant to
Section 403(b) of the Internal Revenue Code of 1954.
3. Neither the Underwriter nor any other person is
authorized by the Fund to give any information or to make any
representation relative to the Fund's variable annuity contracts
other than those contained in the registration statement or
prospectus filed with the Securities and Exchange Commission as
the same may be amended from time to time or in any supplemental
information to said prospectus approved in writing by the Fund.
The Underwriter agrees that any other information or
representations other than those specified above which it may
make in connection with the offer or sale of variable annuity
contracts shall be made entirely without liability on the part of
the Fund. No person or dealer other than the Underwriter is
authorized to act as agent for the Fund for the purpose of sale
of its variable annuity contracts. The Underwriter agrees that
in offering or selling variable annuity contracts as agent of the
Fund, it will in all respects duly conform to all State and
Federal laws and will indemnify and save harmless the Fund from
any and all liability, damage, or expense on account of any act
of the Underwriter or any representative of the Underwriter
performed in connection therewith. The Underwriter agrees to
indemnify and save harmless the Fund from any and all liability,
damage, or expense on account of any act of the Underwriter or
any representative of the Underwriter performed in connection
therewith. The Underwriter agrees to indemnify and save harmless
the Fund and its officers, managers and employees from and
against any liabilities arising out of statements or failure to
make statements in any registration statement or prospectus of
the Fund for the preparation of which it is responsible or as to
which it has supplied information, and the Fund agrees to
indemnify and save harmless the Underwriter and its officers,
managers and employees, always subject to the limitations
described in Section 17(i) of the Investment Company Act of 1940,
from and against any liabilities arising out of the contents of
any such registration statement or prospectus for the preparation
of which the Underwriter is not responsible or as to which it has
not supplied information. The Underwriter will submit to the
Fund copies of all sales literature before using the same and
will not use such literature if disapproved by the Fund.
4. This agreement shall continue in effect for two years
from the date of its execution and thereafter for successive
periods of one year each if such continuance is approved at least
annually by a majority of the Managers of the Fund who are not
affiliated persons of the Underwriter, or by vote of a majority
of the outstanding voting securities of the Fund, or unless
notice of its discontinuance shall be given by one party hereto
to the other not less than sixty (60) days before its termination
or before the expiration of any succeeding annual period.
5. This Agreement may not be assigned by either party and
shall automatically terminate in the event of an attempted
assignment, provided, however, that the Underwriter may employ
such other person, persons, corporation, or corporations, as it
shall determine, in order to assist it in carrying out this
Agreement.
6. This Agreement may be amended at any time by mutual
agreement in writing of the parties hereto, provided that any
such amendment is approved by a majority of the Managers of the
Fund who are not affiliated persons of the Underwriter or by the
holders of a majority of the voting securities of the Fund.
IN WITNESS WHEREOF, this Agreement has been executed in
triplicate for the Underwriter and the Fund and their respective
corporate seals affixed hereto by their duly authorized officers,
on the day and date first above written.
AMERICAN FIDELITY VARIABLE AMERICAN FIDELITY SECURITIES,
ANNUITY FUND A INC.
XX XXXXXXX XX XXXXXXX
XX Xxxxxxx XX Xxxxxxx
Chairman of the Board of Managers President
