PRINCIPAL UNDERWRITING AGREEMENT
This agreement made this 6th day of March, 1981, by and between BANKERS SECURITY
LIFE INSURANCE SOCIETY (hereinafter referred to as the "Society"); BANKERS
SECURITY VARIABLE ANNUITY FUND M (hereinafter referred to as "Separate Account
M") which is a registered unit investment trust under the Investment Company Act
of 1940, as amended and XXXXXXXXXXX INVESTOR SERVICES, INC. (hereinafter
referred to as the "Principal Underwriter").
Witnesseth:
The Society and Separate Account M invite the Principal Underwriter to form a
selling group of broker/dealers to distribute all of the Variable Annuity
Contracts issued by the Society through Separate Account M (hereinafter referred
to as the "Variable Annuity Contracts"), which group shall herein be referred
to, as the "selling group" and each broker/dealer joining such selling group
(hereinafter referred to as a "member") shall do so pursuant to an effective
dealer agreement with the Principal Underwriter current copies of which will be
supplied to the Society.
Now, therefore, in consideration of the mutual undertakings set forth herein and
intending to be legally bound hereby, the Society and Separate Account M, and
the Principal Underwriter agree as follows:
1. All applications for Variable Annuity Contracts shall be
made on application forms supplied by the Society and all
initial payments collected shall be remitted in full
together with such application forms, signed by the
Applicants, through the Principal Underwriter, to the
executive office of the Society at 0000 Xxxxxxxxxxxx
Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Checks or money
orders in payment thereof shall be drawn to the order of
"Bankers Security Life Insurance Society". Payments shall
not be considered as received until the application has
been accepted by the Society, except at the direction and
risk of the Applicant. After the initial payment has been
made and the Variable Annuity Contract has been issued, the
Contract Owner or Participant shall make all future
payments, if any, and if accepted by the Society, directly
to Bankers Security Life Insurance Society at such address
as it may from time to time designate.
2. Applications shall be processed by the Society at the public
offering price then in effect as described in the current
Variable Annuity Contract prospectus. All Applications are
subject to acceptance or rejection by the Society at its sole
discretion.
3. When and as long as requested by the Principal
Underwriter, subject to the limitation that total
commissions and concessions and Principal Underwriter's
percentage shall not exceed the percentages expressed in
Table A attached, the Society will: (a) make payment of
concessions directly to entitled members with respect to the
sale of Variable Annuity Contracts as directed by the
Principal Underwriter from time to time, and (b) make
payment of commissions to the Principal Underwriter as
directed by the Principal Underwriter from time to
time, as consideration for the Principal Underwriter's
undertaking to provide at its own expense, among other
things: all costs associated with the distribution of the
Variable Annuity Contracts including sales literature and
mutual fund prospectuses, but not including the Variable
Annuity Contract prospectuses, registration statements or
registration fees nor the Separate Account registration
statements, reports and fees; nor any costs directly
incurred by the Society or employees in aiding the Principal
Underwriter in such distribution efforts.
As required by Federal Securities laws and regulations, all
sales literature must be first submitted by the Principal
Underwriter for clearance with the appropriate regulatory
authorities. Further, as required by State Insurance laws and
regulations, all sales literature must be first submitted by
the Society for prior clearance with the appropriate
regulatory authorities. The Society and the Principal
Underwriter will cooperate in the development of such
literature, as requested. No sales literature will be used
unless both the Society and the Principal Underwriter have
given it prior approval.
4. (a) The Principal Underwriter will direct members to transmit
initial applications and/or payments for Variable Annuity
Contracts promptly through the Principal Underwriter to the
Society at the appropriate address and to transmit subsequent
payments to the Society.
(b) The Principal Underwriter will direct members to
distribute the Variable Annuity Contracts only in those
jurisdictions in which such respective Variable Annuity
Contracts are registered or qualified for sale and only
through Registered Representatives of the members who are
fully licensed with the Society to sell Variable Annuity
Contracts in the jurisdictions involved.
5. The Principal Underwriter will be the exclusive underwriter
for a period of not less than three years, (commencing on the
date of this agreement). During this time, the Principal
Underwriter will not contract to sell Variable Annuity
Contracts of any other insurance company. The signing of
this agreement does not make it incumbent upon the Society
to license any particular member's Registered Representative
as a salesman of Variable Annuity Contracts. All matters
dealing with the licensing of one of a member's Registered
Representatives under any applicable state insurance law
shall be a matter handled directly by the member and the
Registered Representative involved; but the Society must be
furnished proof of licensing before commission payments may be
made.
6. The Principal Underwriter will not make any representations
concerning the Variable Annuity Contracts except those
contained in the prospectus for the Variable Annuity Contracts
and any such information as may be released or approved by the
Society as information supplemental to such prospectus.
Additional copies of any prospectus and any printed
information issued as supplemental to such prospectus shall be
supplied by the Society to the Principal Underwriter for
members of the selling group in reasonable quantities upon
request, or where appropriate, directly to the member's
Registered Representative.
7. Any notice shall be deemed to have been given if mailed to the
Principal Underwriter's executive office address. Notice is
deemed given to the Society if mailed to its executive office
address.
8. The Society and the Principal Underwriter shall each comply
with all applicable Federal and State laws, rules and
regulations. Further, the Principal Underwriter will by
agreement arrange for each member of the selling group to do
the same.
9. The Society agrees to indemnify and hold harmless the
Principal Underwriter and any member and each person, if
any, who controls the Principal Underwriter or any member,
their agents and employees, against any and all loss,
liability, claims, damage, and expenses whatsoever
(including but not limited to any and all expenses
whatsoever reasonably incurred in investigating or
defending against any litigation commenced or threatened
or any claim whatsoever) arising out of any untrue or
alleged untrue statement of a material fact contained in the
prospectus, registration statement, in any sales material
prepared by the Society or supplied to any member through the
Principal Underwriter by the Society or in any application
filed in any state in order to qualify the same for sale or
the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
10. The Principal Underwriter agrees to indemnify and hold
harmless the Society and each person, if any, who controls
the Society, its agents, subsidiaries and employees,
against any and all loss, liability, claims, damage, and
expense whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in
investigating or defending against any litigation
commenced or threatened or any claim whatsoever) arising
out of any untrue or alleged untrue statement or
representation made (except as such statements may be made
in reliance on the prospectus, registration statement and
sales material supplied by the Society), the failure to
deliver a currently effective prospectus, or the use of any
unauthorized sales literature by the Principal Underwriter,
and its employees, in connection with the sale of the subject
Variable Annuity Contracts.
11. Nothing herein contained shall require the Society, or the
Principal Underwriter or any member to take any action
contrary to any provision of their charters or to any
applicable statute or regulation.
12. This Agreement shall become effective as of the date hereof
and shall continue in force and effect from year to year
thereafter; provided, however, this Agreement shall terminate
in the event of its "assignment" as such term is defined in
the Investment Company Act of 1940, as amended.
13. After three years, this Agreement may be terminated by either
party on 90 days notice.
14. This Agreement shall be construed in accordance with the laws
of the state of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.
XXXXXXXXXXX INVESTOR BANKERS SECURITY LIFE
SERVICES, INC. INSURANCE SOCIETY
illegible) (illegible)
BY------------------------------ BY----------------------------------
BANKERS SECURITY VARIABLE
ANNUITY FUND M
BY BANKERS SECURITY LIFE
INSURANCE SOCIETY, DEPOSITOR
(illegible)
BY---------------------------------
TABLE A
SEPARATE ACCOUNT M
COMMISSIONS
KIND OF POLICY TOTAL COMMISSION
Individual Single Payments 4%
Additional Purchase Payments 4%
Any Commissions paid on a Contract that is cancelled under the provisions of the
Contract's "10 days free look" clause will be repaid to the Society or charged
against the agent's account.
XXXXXXXXXXX INVESTOR SERVICES, INC.
VARIABLE ANNUITY DEALER AGREEMENT
Xxxxxxxxxxx Investor Services, Inc. (the "Principal Underwriter") and (the
"Dealer") enter this agreement this day of , 19____, for the purpose of
authorizing the Dealer to offer and sell variable annuity contracts (the
"Contracts") issued by Bankers Security Life Insurance Society and its Separate
Account M (which Separate Account and Bankers are hereinafter referred to as the
"Issuer") through the Principal Underwriter, subject to the following
provisions:
1. The Issuer is engaged in the issuance of the Contracts
pursuant to Federal securities laws and the insurance laws
of those states in which the Contracts have been qualified
for sale. The Contracts are considered securities under the
Securities Act of 1933, therefore, distribution of the
Contracts is made through the Principal Underwriter, a
registered broker-dealer under the Securities Exchange Act
of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"). The authorization for
the offer and sale of the Contracts provided by this
agreement is subject to all provisions of the Principal
Underwriting Agreement between the Principal Underwriter and
the Issuer.
2. The Dealer certifies that it is a registered broker-dealer
under the Securities Exchange Act of 1934 and a member of the
NASD. The Dealer agrees to abide by all rules and regulations
of the NASD, including its Rules of Fair Practice, and to
comply with all applicable state and Federal laws and the
rules and regulations of authorized regulatory agencies
affecting the sale of the Contracts.
3. The Dealer will select persons associated with it who are to
be trained and qualified as agents to solicit applications
for the Contracts in conformance with applicable state
and Federal Laws. Agents so trained and qualified will be
registered representatives of the Dealer in accordance with
the rules of the NASD and agents of the Issuer in accordance
with the rules of the insurance laws of such jurisdictions
as the Issuer may designate. The Dealer will notify the
Issuer when one of his agents and registered
representatives is fully licensed to sell Contracts. Such
agents and registered representatives are to distribute the
Contracts only in those jurisdictions in which the Contracts
are qualified for sale.
4. The Dealer and the agent shall enter into an agreement before
Contract sales are made in which the agent shall represent
that he is or will become a registered representative of the
Dealer in connection with the sale of the Contract, that such
activities will be under the supervision and control of the
Dealer and that the agent's right to sell the Contracts is
subject to his continued compliance with such agreement and
the rules and procedures which may be established by the
Dealer, the Principal Underwriter or the Issuer.
5. All applications for Contracts shall be made on application
forms supplied by the Issuer and all initial payments
collected shall be remitted in full together with such
application forms, signed by the applicants, directly to
the executive office of the Issuer at 0000 Xxxxxxxxxxxx
Xxx., X.X., Xxxxxxxxxx, X.X. 00000. Checks or money
orders in payment thereof shall be drawn to the order of
"Bankers Security Life Insurance Society." Payments shall
not be considered as received until the application has
been accepted by the Issuer, except at the direction and
risk of the applicant. After the initial single purchase
payment has been made and the Contract has been issued,
the contract owner or participant shall make all future
payments, if any, directly to Bankers Security Life Insurance
Society, __________________________________________ or at
such other address as it may from time to time designate.
6. The Dealer will offer and sell the Contracts only in
accordance with the terms and conditions of the then current
prospectus applicable to the Contracts and will make no
representations not included in the prospectus or in any
authorized supplemental material supplied by the Principal
Underwriter and the Issuer. The Dealer shall not use or
permit the agents to use advertising media with regard to
the Contracts and shall not use printed materials other
than those supplied or approved by the Principal
Underwriter and the Issuer. Additional copies of any
prospectus and any printed information issued as
supplemental to such prospectus shall be supplied to the
Dealer in reasonable quantities upon request.
7. All applications are subject to acceptance or rejection by the
Issuer at its sole discretion. The Issuer will make payment of
concessions directly to the Dealer with respect to the sale of
Contracts as set forth in Table A attached.
8. As required by Federal Securities laws and regulations, all
sales literature must be first submitted by the Principal
Underwriter for prior clearance with the appropriate
regulatory authorities. Further, as required by State
insurance laws and regulations, all sales literature must be
first submitted by the Issuer, for prior clearance with the
appropriate regulatory authorities. No sales literature will
be used unless both the Issuer and the Principal Underwriter
have given it prior approval.
9. The Dealer's registered representatives will be made to
understand that all applications and/or considerations for
Contracts are to be transmitted promptly to the Issuer at the
appropriate address.
10. The signing of this agreement does not make it incumbent upon
the Issuer to license any particular Dealer's registered
representative as a salesman of Contracts. All matters dealing
with the licensing of one of the Dealer's registered
representatives under any applicable state insurance law shall
be a matter handled directly by the Dealer and the registered
representative involved; but the Issuer must be furnished
proof of licensing before commission payments may be made.
11. Any notice shall be deemed to have been given if mailed to the
Principal Underwriter's address or the Dealer's address as
registered from time to time with the National Association of
Securities Dealers, Inc. Notice is deemed given to the Issuer
if mailed to its executive office address at 0000 Xxxxxxxxxxxx
Xxx., X.X., Xxxxxxxxxx, X.X. 00000.
12. The Dealer understands and agrees that in performing the
services covered by this agreement, it is acting in the
capacity of an independent contractor and not as agent or
employee of either the Principal Underwriter or Issuer and
that no party to this agreement shall be liable for any
obligation, act or omission of the other.
13. The Issuer has agreed with the Principal Underwriter to
indemnify and hold harmless the Principal Underwriter and
the Dealer and each person, if any, who controls the
Principal Underwriter or the Dealer, their agents and
employees, against any and all loss, liability, claims,
damage, and expenses whatsoever (including but not
limited to any and all expenses whatsoever reasonably
incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) arising out
of any untrue or alleged untrue statement of a material fact
contained in the prospectus, registration statement, in
any sales material prepared by the Issuer or supplied to
the Dealer through the Principal Underwriter by the
Issuer or in any application filed in any state in order to
qualify the same for sale or the omission or alleged
omission therefrom of a material fact necessary in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading.
14. The Dealer will indemnify and hold harmless the Issuer or
the Principal Underwriter and each person, if any, who
controls the Issuer or the Principal Underwriter,
their agents, subsidiaries and employees, against any and
all loss, liability, claims, damage, and expense
whatsoever (including but not limited to any and all expenses
whatsoever reasonably incurred in investigating or defending
against any litigation commenced or threatened or any
claim whatsoever) arising out of any untrue or alleged
untrue statement or representation made (except as such
statements may be made in reliance on the prospectus,
registration statement and sales material supplied by the
Issuer or the Principal Underwriter), the failure to deliver
a currently effective prospectus, or the use of any
unauthorized sales literature by the Dealer, and its
employees, in connection with the sale of the Contracts.
15. This agreement may not be assigned except by mutual consent
and shall continue for a period of one year and from year to
year thereafter, subject to termination by any party upon 60
days prior written notice to the other parties, except that in
the event the Dealer shall cease to be a registered
broker-dealer or a member of NASD, this agreement shall
immediately terminate.
16. Failure of any party to terminate this agreement for any of
the causes set forth in this agreement shall not constitute a
waiver of the right to terminate this agreement at a later
time for any of such causes.
17. Within a reasonable time after execution of this agreement,
the Distributor reserves the right to draw a report concerning
the Dealer from a qualified agency, which report must be to
the satisfaction of the Distributor. In the event that the
report proves unsatisfactory, this agreement shall be
cancelled effective upon receipt by the Dealer of notification
to this effect.
18. This agreement shall be construed in accordance with the laws
of the State of New York.
XXXXXXXXXXX INVESTOR SERVICES, INC.
By---------------------------------
-----------------------------------
Dealer
-----------------------------------
TABLE A
DEALER'S CONCESSIONS
KIND OF POLICY TOTAL CONCESSION
Individual Single Payments 4%
Additional Purchase Payments 4%
Any Commissions paid on a Contract that is cancelled under the provisions of the
Contract's "10 day free look" clause will be repaid to the Society or charged
against the dealer's account.
TABLE A
SEPARATE ACCOUNT M
COMMISSIONS
KIND OF POLICY TOTAL COMMISSION
Individual Single Payments 4%
Additional Purchase Payments 4%
Any Commissions paid on a Contract that is cancelled under the provisions of the
Contract's "10 days free look" clause will be repaid to the Society or charged
against the agent's account.
