PRINCIPAL UNDERWRITING AGREEMENT
AGREEMENT dated September 1, 1989, by and between First Charter Life
Insurance Company ("First Charter"), a New York corporation, on its own
behalf and on behalf of First Charter Variable Annuity Account ("Variable
Account"), and CNL, Inc. ("CNL"), a Missouri corporation.
WITNESSETH:
WHEREAS, the Variable Account is a segregated asset account
established and maintained by First Charter pursuant to the laws of the
State of New York for certain variable deferred annuities to be issued by
First Charter (the "Contracts"), under which income, gains, and losses,
whether or not realized, from assets allocated to such account, will be, in
accordance with the Contracts, credited to or charged against such account
without regard to other income, gains, or losses of First Charter; and
WHEREAS, First Charter has registered the Variable Account as a unit
investment trust under the Investment Company Act of 1940 (the "Investment
Company Act"); and
WHEREAS, CNL has registered as a broker-dealer under the Securities
Exchange Act of 1934 (the "Securities Exchange Act") and is a member firm
of the National Association of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, First Charter has registered the Contracts under the
Securities Act of 1933 and proposes to issue and sell the Contracts through
CNL acting as its principal underwriter.
NOW, THEREFORE, First Charter and CNL hereby mutually agree as
follows:
1. Underwriter.
(a) First Charter grants to CNL the exclusive right, during
the term of this Agreement, subject to the registration requirements of the
Securities Act of 1933 and the Investment Company Act and the provisions of
the Securities Exchange Act, to be the principal underwriter of the
Contracts. CNL agrees to use its best efforts to distribute the Contracts,
and to undertake to provide sales services relative to the Contracts and
otherwise to perform all duties and functions necessary and proper for the
distribution of the Contracts.
(b) To the extent necessary to offer the Contracts, CNL shall
be duly registered or otherwise qualified under the securities laws of any
state or other jurisdiction. The sales representatives of CNL soliciting
applications for the Contracts shall be duly and appropriately licensed,
registered or otherwise qualified for the sale of such Contracts (and the
riders offered in connection therewith, if any) under the federal
securities laws, any applicable state insurance laws and securities laws of
each state or other jurisdiction in which such contracts may lawfully be
sold and in which First Charter is licensed to sell Contracts. CNL shall
be responsible for the training, supervision, and control of its
representatives for the purposes of the NASD Rules of Fair Practice and
federal and state securities law requirements applicable in connection with
the offering and sale of the procedures in compliance with NASD Rules of
Fair Practice, Section 27, Paragraph 2177.
(c) CNL agrees to offer the Contracts for sale in accordance
with the prospectuses therefor filed with the Securities and Exchange
Commission ("Commission") then in effect. CNL is not authorized to give
any information or to make any representations concerning the Contracts
other than those contained in such current prospectus or in such sales
literature as may be authorized by First Charter.
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(d) all purchase payments made or other monies payable under
the Contracts shall be paid or remitted by or on behalf of Contract Owners
directly to First Charter or its designated servicing agent and shall
become the exclusive property of First Charter. First Charter will retain
all such payments and monies except to the extent such payments and monies
are allocated to the Variable Account.
2. Sales Agreements
(a) CNL is hereby authorized to enter into separate written
agreements, on such terms and conditions as CNL may determine to be not
inconsistent with this Agreement, with broker/dealers registered as such
under the Securities Exchange Act which agree to participate in the
distribution of the Contracts and to use their best efforts to solicit
applications for the Contracts. All such sales agreements shall provide
that each broker/dealer will assume full responsibility for continued
compliance by itself and its representatives with applicable federal and
state securities laws, and shall be in such form and contain such other
provisions as First Charter may from time to time require. Such
broker/dealer shall assume any legal responsibility of First Charter for
the acts, commissions, or defalcations of such representatives insofar as
they relate to the sale of the Contracts. Such broker/dealers and their
representatives soliciting applications for the Contracts shall be duly and
appropriately licensed, registered, or otherwise qualified for the sale of
such Contracts (and the riders offered in connection therewith, if any)
under the federal securities laws, any applicable state insurance and
securities laws of each state or other jurisdiction in which such Contracts
may be lawfully sold and in which First Charter is licensed to sell the
Contracts. Each such organization shall be both registered as a
broker/dealer under the Securities Exchange Act and a member of the NASD,
or if not so registered or not such a member, then the representatives of
such organization soliciting applications for Contracts shall be registered
representatives of a registered broker/dealer and NASD member which is an
affiliate of such organization and which maintains full responsibility for
the training, supervision, and control of the representatives selling the
Contracts.
(b) Applications for the Contracts solicited by such
organizations through their representatives shall be forwarded to First
Charter. All payments for Contracts shall be made by check or money order
payable to "First Charter Life Insurance Company" and remitted promptly by
such organizations to First Charter as agent for CNL. First Charter will
also accept wire transfers via Federal Funds to an account designated by
First Charter. All broker/dealers who agree to participate in the
distribution of the Contracts shall act as independent contractors and
nothing herein contained shall constitute such broker/dealers or their
agents or employees as employees of First Charter in connection with the
sale of the Contracts.
3. Compensation. First Charter shall pay CNL commissions for
performing the sales services set forth herein for Contracts sold under
dealer sales agreements that CNL enters into with other broker/dealers
pursuant to paragraph 2, above, the amount of which commissions are as set
forth in Schedule A to this Agreement, which Schedule may be hereafter
amended from time to time by mutual agreement of First Charter and CNL.
4. Administrative Services. First Charter agrees to maintain all
required books of account and related financial records on behalf of CNL.
All such books of account and records shall be maintained and preserved
pursuant to Rules 17a-3 and 17a-4 under the Securities Exchange Act (or the
corresponding provisions of any future federal securities laws or
regulations). In addition, First Charter will maintain records of all
sales commissions paid to sales representatives of CNL in connection with
the sale of the Contracts. All such books and records shall be maintained
by First Charter on behalf of and as agent for CNL whose property they are
and shall remain for all purposes, and shall at all times be subject to
reasonable periodic, special, or other examination by the Commission and
all other regulatory bodies having jurisdiction. First Charter also agrees
to send to CNL's customers all required confirmations on customer
transactions.
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5. Reports. CNL shall have the responsibility for maintaining the
records of sales representatives licensed, registered, and otherwise
qualified to sell the Contracts and for furnishing periodic reports thereof
to First Charter.
6. Regulation.
(a) This Agreement shall be subject to the provisions of the
Investment Company Act and the Securities Exchange 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
Commission may grant, and the terms hereof shall be interpreted and
construed in accordance therewith. Without limiting the generality of the
foregoing, the term "assigned" shall not include any transactions exempted
from section 15(b)(2) of the Investment Company Act.
(b) CNL shall submit to all regulatory and administrative
bodies having jurisdiction over the present and future operations of First
Charter or Variable Account, any information, reports or other material
which any such body by reason of this Agreement may request or require
pursuant to applicable laws or regulations. Without limiting the
generality of the foregoing, CNL shall furnish the State of New York
Secretary of State and/or the Director of Insurance with any information or
reports which the Secretary of State and/or the Director of Insurance may
request in order to ascertain whether the variable operations of First
Charter are being conducted in a manner consistent with any other
applicable law or regulations.
7. Suitability. First Charter and CNL each wish to ensure that the
Contracts distributed by CNL will be issued to purchasers for whom the
Contract will be suitable. CNL shall take reasonable steps to ensure that
the various sales representatives appointed by it shall not make
recommendations to an applicant to purchase a Contract in the absence of
reasonable grounds to believe that the purchase of the Contract is suitable
for such applicant. While not limited to the following, a sales
representative after reasonable inquiry of such applicant concerning the
applicant's insurance and investment objectives, financial situation and
needs, and the likelihood of whether the applicant will persist with the
Contract for such a period of time that First Charter's acquisition costs
are amortized over a reasonable period of time. CNL will require that the
applicant complete the Financial Questionnaire, Form #B1601, for premium
amounts in excess of $250,000. At its sole discretion, CNL may require
Form #B1601 for lesser amounts.
8. Prospectuses and Promotional Material. First Charter shall
furnish CNL with copies of all prospectuses, financial statements, and
other documents and materials which CNL reasonably requests for use in
connection with the distribution of the Contracts. First Charter shall
have responsibility for the preparation, filing, and printing of all
required prospectuses and/or registration statements in connection with the
Contracts, and the payment of all related expenses. CNL and First Charter
shall cooperate fully in designing, drafting, and reviewing sales promotion
materials, and with respect to the preparation of individual sales
proposals related to the sale of the Contracts. CNL shall not use any such
materials not provided or approved by First Charter.
9. Investigation and Proceedings.
(a) CNL and First Charter agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial proceeding
arising in connection with the Contracts distributed under this Agreement.
CNL and First Charter further agree to cooperate fully in any securities
regulatory inspection, inquiry, investigation or proceeding or any judicial
proceeding with respect to First Charter, CNL, their affiliates and their
representatives to the extent that such inspection, inquiry, investigation
or proceeding is in connection with Contracts distributed under this
Agreement. Without limiting the foregoing:
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(i) CNL will be notified promptly of any customer
complaint or notice of any regulatory inspection, inquiry, investigation or
proceeding or judicial proceeding received by First Charter with respect to
CNL or any representative or which may affect First Charter's issuance of
any Contracts marketed under this Agreement; and
(ii) CNL will promptly notify First Charter of any
customer complaint or notice of any regulatory inspection, inquiry,
investigation or judicial proceeding received by CNL or any representative
with respect to First Charter or its affiliates in connection with any
Contracts distributed under this Agreement or any activity in connection
with any Contracts.
(b) In the case of a customer complaint, CNL and First Charter
will cooperate in investigating such complaint and shall arrive at a
mutually satisfactory response.
10. Exclusivity. The services of CNL hereunder are not to be deemed
exclusive, and CNL shall be free to render similar services to others so
long as its services hereunder are not impaired or interfered with thereby.
11. Benefit. This Agreement shall inure to the benefit of and be
binding upon the successors of the parties hereto.
12. Notices. All notices and other communications provided for
hereunder shall be in writing and shall be delivered by hand or mailed
first class, postage prepaid, addressed as follows:
(a) If to First Charter
First Charter Life Insurance Company
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: X. X. Xxxxxx, Xx.
(b) If to CNL
CNL, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: X. X. Xxxxx, Xx.
or to such other address as First Charter or CNL shall designate by written
notice to the other.
13. Amendment. This Agreement may be amended from time to time by the
mutual agreement and consent of the parties hereto.
14. Severability. 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.
15. Termination. This Agreement shall be effective upon its
execution. It may be terminated at any time by either party hereto on 60
days' written notice to the other party hereto, without the payment of any
penalty. This Agreement shall terminate automatically if it shall be
assigned. Upon termination of this Agreement, all authorizations, rights
and obligations shall cease except (i) the obligation to settle accounts
hereunder, issued pursuant to applications received by First Charter prior
to termination and (ii) the agreements contained in paragraph 9 thereof.
16. Applicable Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
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17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
shall be deemed one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
(seal)
Attest: FIRST CHARTER LIFE INSURANCE COMPANY
____________________________ By: __________________________
/S/ Xxxxx Xxxxxx /S/ Xxxxxxx X. Xxxxxx, Xx.
Title: Secretary Title: President
(seal)
Attest: CNL, INC.
____________________________ By: __________________________
/S/ P. M. Xxxxx /S/ Xxxxxxx X. Xxxxx, Xx.
Title: Secretary Title: President
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SCHEDULE A - 1
SCHEDULE OF COMMISSIONS
First Charter shall pay CNL the following commissions with respect to the
Contracts sold as a percentage of premiums received:
SINGLE PREMIUM VARIABLE DEFERRED ANNUITY - 4.75%
Policy Form #P1600
First Charter shall pay CNL the following expense allowance with respect to
the Contracts sold as a percentage of premiums received:
SINGLE PREMIUM VARIABLE DEFERRED ANNUITY - 1.25%
Policy Form #P1600
During the first six months of the contract year, following our receipt of
a premium, 100% of commission and expense allowance is repayable upon
occurrence of a Free Look Return, Cash Surrender or Lapse.
This Schedule of Commissions will take effect on the date shown below.
FIRST CHARTER LIFE INSURANCE COMPANY CNL, INC.
BY __________________________ By: __________________________
/S/ Xxxxxxx X. Xxxxxx, Xx. /S/ Xxxxxxx X. Xxxxx, Xx.
Title: President Title: President
Effective Date: 09/01/89
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SCHEDULE A - 2
SCHEDULE OF COMMISSIONS
First Charter shall pay CNL the following commissions with respect to the
Contracts sold as a percentage of premiums received:
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY - 3.5%
Policy Form #S1800
During the first Contract Year, following our receipt of a premium, the
chargeback percentage is 3.0% repayable upon occurrence of any amount
surrendered that reduces the accumulated value below the total premium
paid, a Free Look Return, or Lapse. On each of the next two Contract
Anniversaries, the chargeback percentage decreases by 1.0%. Thereafter,
there is no chargeback.
This Schedule of Commissions will take effect on the date shown below.
FIRST CHARTER LIFE INSURANCE COMPANY CNL, INC.
BY __________________________ By: __________________________
/S/ Xxxxxxx X. Xxxxxx, Xx. /S/ Xxxxxxx X. Xxxxx, Xx.
Title: President Title: President
Effective Date: 09/01/89
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SCHEDULE A - 2
SCHEDULE OF COMMISSIONS
First Charter shall pay CNL the following commissions with respect to the
Contracts sold as a percentage of premiums received:
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY
Policy Form #S1800
Commissions payable for contracts issued:
A commission of .5% on new and additional payments. The commission is
payable monthly.
This Schedule of Commissions will take effect on the date shown below.
FIRST CHARTER LIFE INSURANCE COMPANY
BY __________________________
/S/ Xxxxxxx X. Xxxxxx, Xx.
Title: President
CNL, INC.
By: __________________________
/S/ Xxxxxxxx X. Xxxxxxxxxx
Title: Vice President
Effective Date: 01/25/91
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FIRST CHARTER LIFE INSURANCE COMPANY
FIRST CHARTER
October 26, 1992
CNL, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx
Attn: Xxxxxxx X. Xxxxx, President
Re: Principal Underwriting Agreement
You are hereby notified of the pending merger of First Charter Life
Insurance Company ("First Charter"), a New York stock life insurance
company, with and into Intramerica Life Insurance Company ("Intramerica"),
a New York stock life insurance company. Intramerica will be the surviving
corporation in the Merger.
The Effective Date of the Merger shall be as of the later of 12:01 a.m.
Eastern Standard Time on October 1, 1992, or the first day of the month
following the receipt by Intramerica of all necessary and appropriate
approvals, assurances, consents, and orders from the Securities and
Exchange Commission ("SEC") or its staff with respect to the merger and any
related transactions.
On the Effective Date of the Merger, Intramerica, as First Charter's
successor, will assume, as a matter of law, all of the contractual
obligations of First Charter with respect to the Principal Underwriting
Agreement, dated September 1, 1989 by and between First Charter, on its own
behalf and on behalf of First Charter Variable Annuity Account, and CNL,
Inc. (the "Agreement"). Furthermore, on the Effective Date of the Merger,
the Intramerica Variable Annuity Account will be the successor to the First
Charter Variable Annuity Account.
This Notice is given in acknowledgment of Section 11 of the Agreement which
states that the Agreement shall inure to the benefit of and be binding upon
the successors of the parties thereto. This Notice is provided to all
parties to the Agreement in accordance with Section 12 of the Agreement.
FIRST CHARTER LIFE INSURANCE COMPANY
BY __________________________________
/S/ XXXXXX X. XXXXXXXX, PRESIDENT
000 XXXX XXXXXX XXXXX XXX XXXX, XXX XXXX 00000 1-800-624-2464 000-000-0000
FIRST CHARTER LIFE INSURANCE COMPANY
FIRST CHARTER
October 26, 1992
Xxxxxxx Insurance Agency of New York, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Principal Underwriting Agreement
You are hereby notified of the pending merger of First Charter Life
Insurance Company ("First Charter"), a New York stock life insurance
company, with and into Intramerica Life Insurance Company ("Intramerica"),
a New York stock life insurance company. Intramerica will be the surviving
corporation in the Merger.
The Effective Date of the Merger shall be as of the later of 12:01 a.m.
Eastern Standard Time on October 1, 1992, or the first day of the month
following the receipt by Intramerica of all necessary and appropriate
approvals, assurances, consents, and orders from the Securities and
Exchange Commission ("SEC") or its staff with respect to the merger and any
related transactions.
On the Effective Date of the Merger, Intramerica, as First Charter's
successor, will assume, as a matter of law, all of the contractual
obligations of First Charter with respect to the Principal Underwriting
Agreement, dated September 1, 1989 by and between First Charter, on its own
behalf and on behalf of First Charter Variable Annuity Account, and CNL,
Inc. (the "Agreement"). Furthermore, on the Effective Date of the Merger,
the Intramerica Variable Annuity Account will be the successor to the First
Charter Variable Annuity Account.
This Notice is given in acknowledgment of Section 11 of the Agreement which
states that the Agreement shall inure to the benefit of and be binding upon
the successors of the parties thereto. This Notice is provided to all
parties to the Agreement in accordance with Section 12 of the Agreement.
FIRST CHARTER LIFE INSURANCE COMPANY
BY __________________________________
/S/ XXXXXX X. XXXXXXXX, PRESIDENT
A.MSA
000 XXXX XXXXXX XXXXX XXX XXXX, XXX XXXX 00000 1-800-624-2464 000-000-0000
Exhibit 3 (b)
MARKETING AND SOLICITATION AGREEMENT
AGREEMENT, dated as of August 1,1989 by and among Xxxxxxx Fund
Distributors, Inc. ("Xxxxxxx"), First Charter Life Insurance Company
("First Charter"), First Charter Variable Annuity Account (the "Variable
Account") and CNL, Inc. ("CNL").
WHEREAS, First Charter has created and plans to sell annuity contracts
bearing a form number of S1800 which will invest in the Xxxxxxx Variable
Life Investment Fund and which it will call "Flexible Premium Variable
Deferred Annuities" (the "Contracts"), and the Contracts have been
registered under the Securities Act of 1933 (the "Securities Act"); and
WHEREAS, the Variable Account is a segregated asset account established and
maintained by First Charter pursuant to the laws of the State of New York
and is a unit investment trust registered with the Securities and Exchange
Commission (the "SEC"), and payments under each Contract will be allocated
at the discretion of the owner of the Contract (the "Owner") to one or more
Subaccounts (the "Subaccounts") of the Variable Account; and
WHEREAS, CNL, a broker-dealer registered under the Securities Exchange Act
of 1934 (the "Securities Exchange Act"), is the principal underwriter of
the Contracts and, as such, wishes to retain Xxxxxxx, a broker-dealer
registered under the Securities Exchange Act, to advertise and be the sole
agent in connection with the solicitation of applicants to purchase the
Contracts, and Xxxxxxx has agreed to advertise and be the sole agent in
connection with the solicitation of applicants to purchase the Contracts.
WHEREAS, First Charter, as the insurance company issuing the Contracts,
wishes to appoint Xxxxxxx and its subsidiary ("Xxxxxxx Insurance Agency of
New York"), which is licensed or qualified to be licensed as an insurance
agent in New York, to be its insurance agent in connection with the
solicitation of applicants to purchase the Contracts, and Xxxxxxx and the
insurance agency subsidiary have agreed to be insurance agents of First
Charter in connection with the solicitation of applicants to purchase the
Contracts.
WHEREAS, Xxxxxxx, in its sole discretion, has chosen to fulfill certain of
its responsibilities and obligations under this Agreement by acting through
the insurance agency subsidiaries or other affiliates, and First Charter
and CNL have no objection to this arrangement.
WHEREAS, First Charter and CNL wish to retain Xxxxxxx to perform certain
administrative services for First Charter and CNL and Xxxxxxx wishes to
perform such services.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration the sufficiency of which is hereby expressly
acknowledged, the parties hereto agree as follows:
1. Appointment of Xxxxxxx.
First Charter, as the insurance company hereby appoints Xxxxxxx and the
insurance agency subsidiaries to be its insurance agents in New York in
connection with the
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solicitation of applicants to purchase the Contracts and Xxxxxxx and the
insurance agency subsidiaries accept such appointment. CNL, as the
principal underwriter for the Contracts, hereby appoints Xxxxxxx to be its
sole agent in connection with the solicitation of applicants to purchase
the Contracts and Xxxxxxx accepts such appointment.
First Charter and CNL hereby appoint Xxxxxxx to provide them with
administrative services (the "Subject Services"). The Subject Services
shall include, but not be limited to, assisting applicants who purchase
Contracts in setting up new accounts, assisting in the preparation of
account statements, reports and other communications with Owners, assisting
in the transferring of funds between mutual funds associated with Xxxxxxx
and the Variable Account, and answering customer service inquiries directed
to Xxxxxxx.
2. Authority and Duties of Xxxxxxx.
For purposes of complying with sections 2.1 and 2.2, Xxxxxxx shall include
all subsidiaries of Xxxxxxx organized to solicit applicants to purchase the
Contracts.
2.1 Authorization.
Xxxxxxx is hereby authorized to solicit applications for the purchase of
the Contracts in New York through direct mail, media advertising and sales
personnel, where Xxxxxxx is qualified to do business and, licensed under
New York state insurance laws and New York state securities authorities.
This authorization is exclusive and is limited to the state of New York.
2.2 Licensing of Representatives.
First Charter and CNL shall assist Xxxxxxx in fulfilling the insurance
licensing requirements of the state of New York and shall assist Xxxxxxx in
the licensing of personnel under New York insurance laws to sell the
Contracts. Xxxxxxx shall assume all costs in connection with the licensing
of Xxxxxxx or any of its personnel and will reimburse First Charter for any
fees required in the insurance licensing of Xxxxxxx or its personnel.
2.3 Applications for Contracts.
All applications for Contracts shall be made on application forms prepared
by First Charter, and shall be sent by the applicants directly to First
Charter. All applications are subject to acceptance or rejection by First
Charter at its sole discretion.
2.4 Prospectuses, Etc.
Xxxxxxx shall be provided with prospectuses relating to the Contracts and
such other material as First Charter and Xxxxxxx determine between them to
be necessary or desirable for use in connection with sales of the
Contracts. No representations in connection with the sales of the
Contracts, other than those contained in the Prospectus, approved sales
literature, or approved advertising applicable to the Contracts, shall be
made by Xxxxxxx or its representatives.
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2.5 Advertising.
Xxxxxxx shall be responsible for promoting and advertising the Contracts to
prospective applicants. The amount and types of sales literature and
advertising employed by Xxxxxxx, which may but will not necessarily include
brochures, letters, illustrations and other similar materials transmitted
directly to potential applicants or published in print or audio-visual
media, shall be determined by Xxxxxxx, but only after consultation with and
subject to written approval by First Charter and CNL, which approval will
not be unreasonably withheld. The sales literature and advertising employed
by Xxxxxxx shall not contain any information regarding First Charter, CNL,
the Variable Account or any of their affiliates other than information,
including the prospectus for the Contracts, supplied to Xxxxxxx by First
Charter in writing. Xxxxxxx shall be responsible for filing with the NASD
any sales literature and advertising employed and agrees to provide First
Charter with copies of all material submitted to the NASD as well as any
NASD comments. First Charter shall be responsible for filing sales and
advertising material with the State of New York, and agrees to provide
Xxxxxxx with copies of all comments received from the State of New York
with respect to such material
2.6 Offering Expenses.
Expenses relating to the preparation of the Xxxxxxx Variable Life
Investment Fund prospectus will be paid by Xxxxxxx. Expenses relating to
the preparation of the Contracts prospectus will be paid by First Charter.
Xxxxxxx will pay for the printing of all prospectuses and will be
reimbursed by First Charter for those prospectuses to be delivered to
Owners of the Contracts.
2.7 Confirmations
CNL, as agent for Xxxxxxx, will confirm to the applicant in accordance with
Rule 10b-10 under the Securities Exchange Act the initial allocation of
premiums to the Subaccounts, the issuance of the Contract and such other
information required by Rule 10b-10 or administrative interpretations
thereunder. CNL will also notify the applicant that Xxxxxxx was the broker-
dealer through which the applicant was solicited and confirm certain
subsequent Contract transactions.
2.8 Maintenance of Books and Records.
First Charter, CNL, the Variable Account and Xxxxxxx agree to keep all
records required by federal and state laws, to maintain books, accounts and
records so as to clearly and accurately disclose the precise nature and
details of the transactions, and to assist one another in the timely
preparation of records and reports.
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2.9 Regulatory Matters.
First Charter, CNL, the Variable Account and Xxxxxxx shall each submit to
all regulatory and administrative bodies which have jurisdiction over the
Contracts or persons soliciting their purchase any information, reports or
other material required pursuant to applicable laws or regulations.
2.10 Reporting
Each party hereto shall promptly furnish to any other party hereto any
reports and information which such other party may request for the purpose
of meeting reporting and recordkeeping requirements under the insurance
laws of the state of New York and any other state or jurisdiction and under
the federal or state securities laws or the rules of the National
Association of Securities Dealers Inc. (the "NASD").
2.11 Notification of Complaints.
First Charter and CNL shall immediately notify Xxxxxxx, and Xxxxxxx shall
immediately notify First Charter and CNL, at the address in the notice
provision of this Agreement, of any sales-related or other complaint or
grievance relating to the Contracts or the transactions contemplated herein
which shall come to their attention, and shall promptly reduce such notice
to writing if oral. First Charter, CNL and Xxxxxxx shall promptly furnish
to the other party all written materials in connection with any such
complaints or grievances and will cooperate with each other in the
investigation of such complaints or grievances.
2.12 Notification of Regulatory Proceedings.
First Charter shall immediately notify Xxxxxxx, at the address in the
notice provision of this Agreement, of (i) the issuance by any regulatory
body of any stop order with respect to the registration statement or any
prospectus relating to the Contracts, (ii) any request by the SEC for any
amendment to such registration statement or any prospectus, or (iii) the
initiation of any proceedings for that purpose or for any other purpose
relating to the registration or offering of the Contracts, and of any other
action or circumstances that may prevent the lawful offer or sale of any of
the Contracts in the state of New York. First Charter will make every
reasonable effort to prevent the issuance of any stop order and if any stop
order is issued, to obtain the lifting thereof at the earliest possible
moment
CNL shall immediately notify Xxxxxxx, at the address in the notice
provision of this Agreement, of the issuance by any regulatory body of any
order with respect to the operation or business of CNL, or the initiation
of any proceeding for any purpose relating to the sale of the Contracts,
and of any other actions or circumstances that may prevent the lawful offer
or sale of any of the Contracts in the state of New York.
Xxxxxxx shall immediately notify First Charter, at the address in the
notice provision of this Agreement, of the issuance by any regulatory body
of any order with respect to the operation or business of Xxxxxxx, or
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the initiation of any proceeding for any purpose relating to the sale of
the Contracts, and of any other actions or circumstances that may prevent
the lawful offer or sale of any of the Contracts in the state of New York.
In addition, Xxxxxxx shall promptly advise First Charter if any of its
Telemarketing Personnel are subject to any proceedings or are sanctioned or
suspended by the NASD or any state or other jurisdiction.
2.13 Non-Solicitation.
Neither First Charter nor CNL shall, either while this Agreement is in
force or after its termination, 1). contact applicants for the Contracts
solicited by Xxxxxxx for the purpose of inducing them to purchase, other
than the Contract described herein, any of its products or those of their
affiliates; 2). advise or induce Owners of Contracts solicited by Xxxxxxx
to surrender their Contracts or advise them to purchase other Contracts
whose subaccounts invest in funds which are not managed by Xxxxxxx; 3).
sell or disclose in any manner a list, partial or complete, of the
prospective owners of the Contracts solicited by Xxxxxxx or its sales
personnel; except for as follows:
(a) as may be required pursuant to federal or state laws or regulations, or
NASD rules,
(b) as may occur inadvertently rather than as a pattern of conduct,
(c) with Xxxxxxx'x prior written consent, or
(d) pursuant to an order of the Securities and Exchange Commission
(inducing any action taken pursuant to an undertaking required by such
order).
2.14 Relationship Between the Parties.
First Charter, the Variable Account, CNL and Xxxxxxx are independent
contractors. Nothing contained in this Agreement shall create, or shall be
construed to create, the relationship of an employer and employee between
any of First Charter, the Variable Account, CNL and Xxxxxxx.
2.15 Violation of Law.
Nothing contained in this Agreement shall require First Charter, CNL, the
Variable Account, Xxxxxxx or the Fund to do anything which, in its
judgment, would be a violation of any federal or state law or regulation or
NASD rule applicable to it.
2.16 Consent to Provide Additional Fund Options
While this agreement is in effect and upon mutual consent by First Charter
and Xxxxxxx additional Fund options may be made available to Owners of
Contracts solicited by Xxxxxxx.
5
3. Compensation.
3.1 Compensation Payable to Xxxxxxx.
(a) CNL shall pay Xxxxxxx compensation attributable to the Contracts, which
shall be equal to 3.0% of each premium payment received by First Charter on
such Contracts. Such amount to be payable within 30 days after the end of
each month.
(b) In the event of a Free-Look Return, Pull Surrender, or Partial
Surrender of an applicable Contract, there shall be a chargeback of the
commission to Xxxxxxx. CNL may deduct any such amount from any amount owed
to Xxxxxxx. Any such amount owed to CNL by Xxxxxxx and not deducted from
amounts owed to Xxxxxxx shall be payable within 30 days after written
notice to Xxxxxxx.
(c) The amount of the chargeback will be a percentage of the initial
premium and each additional premium, calculated as follows:
(i) From the date of each premium payment to the next Contract
Anniversary, the chargeback percentage is 3.0%.
(ii) On each of the next two (2) Contract Anniversaries, the chargeback
percentage decreases by 1.0%.
(iii) Thereafter, there is no chargeback
(iv) Chargebacks will be applicable to any amount surrendered that reduces
the accumulated value below the total premiums paid.
(v) On partial surrenders, any chargeback will be applied to the premiums
on a first-in, first-out basis.
3.2 Upon Termination.
Xxxxxxx shall continue to receive the compensation described in Section 3.1
(a) and 3.1 (b) until this agreement terminates in accordance with
provision 10.2 of this agreement.
Xxxxxxx and its affiliates retain all rights, whether created by statute or
common law, to the term "Xxxxxxx" and to all trademarks, tradenames,
service marks and other similar rights incorporating the term "Xxxxxxx."
First Charter agrees that upon termination of this agreement First Charter
will discontinue the use of the term "Xxxxxxx" in the marketing name of the
Contracts described herein.
4. Representations and Warranties of First Charter and CNL.
4.1 Authority.
Each of First Charter, CNL and the Variable Account represents and warrants
to Xxxxxxx that it has full power and authority to enter into this
Agreement and that it has all appropriate licenses to carry on its business
as contemplated hereby and First Charter represents that it has full power
and authority to issue the Contracts.
6
4.2 Registration Statements, Prospectuses, the Variable Account and CNL.
First Charter represents and warrants to Xxxxxxx as follows, with respect
to each Contract
(a) First Charter has filed with the SEC a registration statement under
the Securities Act which has become effective with the SEC (the
"Contracts Registration Statement").
(b) The prospectus and Statement of Additional Information relating to each
Contract contained in the Contracts Registration Statement, including any
supplements or amendments thereto (the "Contracts Prospectus"), contains
all statements and information which are required to be stated therein by
the Securities Act and the Investment Company Act and the rules and
regulations thereunder (the "Regulations") and in all respects conforms to
the requirements thereof, and the Contracts Prospectus does not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the foregoing representations shall
not apply to information contained in or omitted from the Contracts
Prospectus in reliance upon, and in conformity with, information furnished
to First Charter in writing by Xxxxxxx or the Fund specifically for use in
the preparation thereof.
(c) The Variable Account has been duly established and is validly existing
under the Insurance Law of the State of New York and is registered as a
unit investment trust with the SEC.
(d) CNL is registered as a broker-dealer under the Securities Exchange Act
and in such states and other jurisdictions as the business transacted by it
requires, is a member in good standing of the NASD, has obtained any other
approvals, licenses, authorizations, orders or consents which are necessary
to enter into and carry out all transactions contemplated by this
Agreement, and is bonded as required by all applicable laws and
regulations.
5. Representations and Warranties of Xxxxxxx
5.1 Authority.
Xxxxxxx represents and warrants to First Charter, CNL and the Variable
Account that it has full power and authority to enter into this Agreement.
5.2 Licenses.
Xxxxxxx represents and warrants to First Charter, CNL and the Variable
Account that, pursuant to Section 2.1, it has taken all actions in order to
qualify to solicit applicants in the state of New York. That it is
registered as a broker-dealer under the Securities Exchange Act and in the
state of New York and other jurisdictions as the business transacted by it
requires, and is a member in good standing of the NASD, has obtained any
other
7
approvals, licenses, authorizations, orders or consents which are necessary
to enter into and carry out all transactions contemplated by this
Agreement, and is bonded as required by all applicable laws and
regulations.
5.3 Qualifications of Sales Personnel.
Xxxxxxx represents and warrants to First Charter, CNL and the Variable
Account that each sales personnel receiving compensation for soliciting
applicants for the Contracts or answering customer inquiries will be a
registered representative or principal of Xxxxxxx and shall possess a
license to sell life insurance and/or variable contracts and will have
received an appointment or license by or through Xxxxxxx insurance agencies
or brokers and, where necessary, through First Charter, and a level of
qualification with the NASD appropriate for the Contracts.
5.4 Representations Upon Assignment.
If Xxxxxxx assigns this Agreement as provided in paragraph 11.1 below, the
representations made in paragraphs 5.1 through 5.3 above shall be read to
apply to the affiliate where the context so requires.
6. Indemnification.
6.1 Of Xxxxxxx With Respect to the Contracts Prospectus.
First Charter will indemnify and hold harmless Xxxxxxx and any insurance
agency or-broker subsidiaries of Xxxxxxx organized to sell the Contracts
against any and all losses, claims, damages or liabilities (or actions in
respect thereof), to which Xxxxxxx may become subject, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Contracts Prospectus, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading; and will reimburse Xxxxxxx for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage, liability or
action in respect thereof; provided, however, that First Charter shall not
be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the Contracts
Registration Statement or any such amendment or supplement in reliance upon
and in conformity with information furnished in writing by Xxxxxxx
specifically for use in the preparation thereof.
First Charter shall not indemnify Xxxxxxx for any action where an applicant
for any of the Contracts was not furnished or sent or given, at or prior to
written confirmation of the sale of the Contract, a copy of the appropriate
Contracts Prospectus, or if requested, the related Statement of Additional
Information, and any supplements or amendments to either furnished to
Xxxxxxx by First Charter.
8
The foregoing indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director and officer of Xxxxxxx and any
person controlling Xxxxxxx within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act.
6.2 Of First Charter, CNL and the Variable Account With Respect to
the Xxxxxxx Variable Life Investment Fund Prospectus.
Xxxxxxx will indemnify and hold harmless First Charter against any and all
losses, claims, damages or liabilities (or actions in respect thereof), to
which First Charter may become subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Fund Prospectus, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and will reimburse First Charter for any legal or other
expenses reasonably incurred by it in connection with investigating or
defending against such loss, claim, damage, liability or action in respect
thereof.
The foregoing indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director and officer of First Charter
and any person controlling First Charter within the meaning of Section 15
of the Securities Act or Section 20 of the Securities Exchange Act.
6.3 Of First Charter, CNL and the Variable Account With Respect to
Negligence.
Xxxxxxx shall indemnify and hold harmless First Charter, CNL and the
Variable Account from any losses, claims, damages or liabilities (or
actions in respect thereof) to which First Charter, CNL or the Variable
Account may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result from
negligent, fraudulent or unauthorized acts or omissions by Xxxxxxx, its
employees or principals, including but not limited to negligent, fraudulent
or unauthorized solicitation of applications for the Contracts, except as
stated herein.
The foregoing indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director and officer of First Charter,
CNL and the Variable Account and any person controlling First Charter, CNL
and the Variable Account within the meaning of Section 15 of the Securities
Act or Section 20 of the Securities Exchange Act.
6.4 Of Xxxxxxx With Respect to Negligence.
First Charter shall indemnify and hold harmless Xxxxxxx against any losses,
claims, damages or liabilities (or actions in respect thereof) to which
Xxxxxxx may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result
9
from negligent, fraudulent or unauthorized acts or omissions by First
Charter, CNL or the Variable Account or the employees of any of them.
The foregoing indemnities shall, upon the same terms and conditions, extend
to and inure to the benefit of each director and officer of Xxxxxxx and any
person controlling Xxxxxxx within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act.
6.5 Of Xxxxxxx with Respect to the Contracts.
First Charter shall indemnify and hold harmless Xxxxxxx against any losses,
claims, damages or liabilities (or actions in respect thereof) to which
Xxxxxxx may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result from
First Charter's performance of, or failure to perform, its duties under the
Contracts or First Charter's alleged performance, or alleged failure to
perform, its duties under the Contracts.
6.6 Notice of Actions.
Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may otherwise have to any indemnified party otherwise than on
account of its indemnity agreement contained in this paragraph. In case any
such action shall be brought against any indemnified party, and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in, and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party). After notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
7. Regulations.
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or federal regulatory authorities
and with those which may be enacted or adopted during the term of this
Agreement regulating the business contemplated hereby in any jurisdiction
in which the business described herein is to be transacted.
10
8. Suitability.
CNL will require that the applicant complete the Financial Questionnaire,
Form B 1601 for premium amounts in excess of $250,000. CNL may, at its sole
discretion, require Form B 1601 for lesser amounts.
9. Non-Exclusivity.
The services of Xxxxxxx, First Charter, and CNL hereunder are not to be
deemed exclusive, and each party shall be free to render similar services
to others so long as its services hereunder are not impaired or interfered
with thereby. First Charter, CNL, and Xxxxxxx agree that none of the
parties to this agreement have any property rights as to marketing approach
or product design.
10. Effectiveness and Termination.
10.1 Effectiveness.
This Agreement shall be effective upon execution by the parties and will
remain in effect unless terminated as provided in paragraph 10.2,10.3, or
1.1 below.
10.2 Termination.
This Agreement may be terminated by either First Charter or Xxxxxxx at any
time by ninety (90) days written notice to the other.
10.3 Termination for Cause.
In the event of any material breach (as defined in paragraphs 10.4 and 10.5
below) of this Agreement by any party, the aggrieved party may, at its
option, terminate this Agreement by giving notice of termination, effective
upon the date specified in such termination notice. This remedy shall be in
addition to any other remedies available under this Agreement or at law.
10.4 Material Breach by First Charter, CNL or the Variable
Account.
First Charter, CNL and the Variable Account shall be deemed to have
materially breached this Agreement and failed to perform hereunder upon the
occurrence of any of the following events:
(a) First Charter, CNL or the Variable Account shall become insolvent
or otherwise admit in writing its inability to pay its debts when
they become due, become bankrupt, seek protection under any law
for the protection of insolvency, or have a receiver or conservator
appointed for it under any law pertaining to the insolvency of First
Charter, CNL or the Variable Account; or
(b) First Charter, CNL or the Variable Account shall breach any material
provision of this Agreement and such breach shall remain uncured for more
than thirty (30) days following First Charter's receipt of Xxxxxxx'x
written notice of such breach.
11
10.5 Material Breach by Xxxxxxx.
Xxxxxxx shall be deemed to have materially breached this Agreement and
failed to perform hereunder upon the occurrence of any of the following
events:
(a) Xxxxxxx shall become insolvent or otherwise admit in writing its
inability to pay its debts when they become due, become bankrupt, seek
protection under any law for the protection of insolvents, or have a
receiver or conservator appointed for it under any law pertaining to the
insolvency of Xxxxxxx; or
(b) Xxxxxxx shall breach any material provision of this Agreement and such
breach shall remain uncured for more than thirty (30) days following
Xxxxxxx'x receipt of First Charter's written notice of such breach.
10.6 Survival Provisions.
Upon termination of this Agreement, the provisions of the following shall
survive:
(a) paragraphs 2.10, 2.11, 2.12, and 2.13
(b) Sections 4, 5 and 6,
(c) this paragraph 10.6, and
(d) Section 11.
11. Miscellaneous.
11.1 Benefit.
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and their respective successors and assigns, provided that
neither Xxxxxxx nor First Charter may assign this Agreement or any rights
or obligations hereunder (except to an affiliate in order to comply with
applicable laws or regulations) and this Agreement will terminate
automatically in the event of a purported assignment by either such party.
If this Agreement is assigned to an affiliate as permitted herein, the
assignor shall not be relieved of its obligations hereunder.
11.2 Notices.
All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
12
(a) If to First Charter:
First Charter Life Insurance Company
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) If to CNL:
CNL, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
(c) If to the Variable Account
First Charter Variable Annuity Account
000 Xxxx Xxxxxx Xxxxx.
Xxx Xxxx, Xxx Xxxx 00000
(d) If to Xxxxxxx:
Xxxxxxx Funds Distributors, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
or to such other address as First Charter, CNL, the Variable Account or
Xxxxxxx shall designate by written notice to the others.
11.3 Limitations.
No party other than First Charter shall have the authority on behalf of
First Charter to make, alter, or discharge any Contract issued by First
Charter; to waive any forfeiture or to grant or permit any extension of
time for making any premium payments; to alter the forms which First
Charter may prescribe or to substitute other forms in place of those
prescribed by First Charter; or to enter into any proceeding in a court of
law or before a regulatory agency in the name of or on behalf of First
Charter.
11.4 Waiver.
Failure of any party to insist upon strict compliance with any of the
conditions of this Agreement shall not be construed as a waiver of any of
the conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed to or
shall constitute a waiver of any other provisions, whether or not similar,
nor shall any waiver constitute a continuing waiver.
13
11.5 Applicable Law.
This Agreement and the rights and obligations of the parties created hereby
shall be construed in accordance with the laws of the State of New York.
11.6 Enforceability.
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.
11.7 Entire Agreement.
The parties declare that there are no other oral or other agreements or
understandings among them affecting this Agreement or relating to the
selling or servicing of the Contracts, except as disclosed herein. This
Agreement supersedes all prior agreements among the parties and constitutes
the entire Agreement among the parties.
This Agreement may be modified only if in writing and if executed by those
persons authorized to enter into Agreements on behalf of the parties
hereto.
11.8 Miscellaneous.
The headings in this Agreement are for purposes of reference only and shall
not limit or define the meaning hereof.
This Agreement may be executed in several counterparts, each of which is an
original, but all of which together shall constitute one instrument.
14
IN WITNESS, the parties hereto have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized
officers as of the date first above written.
XXXXXXX FUND DISTRIBUTORS, INC.
By: _____________________________
/S/ Xxxxx X. Xxx
President
FIRST CHARTER LIFE INSURANCE COMPANY
By _______________________________
/S/ Xxxxxxx X. Xxxxxx, Xx.
President
CNL, Inc.
By: ______________________________
/S/ Xxxxxxx X. Xxxxx, Xx.
President
FIRST CHARTER VARIABLE ANNUITY ACCOUNT
By: FIRST CHARTER LIFE INSURANCE
COMPANY
By: ______________________________
/S/ Xxxxxxx X. Xxxxxx, Xx.
President
15
FIRST CHARTER LIFE INSURANCE COMPANY
FIRST CHARTER
October 26, 1992
CNL, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx
Attn: Xxxxxxx X. Xxxxx, President
Re: Marketing and Solicitation Agreement
You are hereby notified of the pending merger of First Charter Life
Insurance Company ("First Charter"), a New York stock life insurance
company, with and into Intramerica Life Insurance Company ("Intramerica"),
a New York stock life insurance company. Intramerica will be the surviving
corporation in the Merger.
The Effective Date of the Merger shall be as of the later of 12:01 a.m.
Eastern Standard Time on October 1, 1992, or the first day of the month
following the receipt by Intramerica of all necessary and appropriate
approvals, assurances, consents, and orders from the Securities and
Exchange Commission ("SEC") or its staff with respect to the merger and any
related transactions.
On the Effective Date of the Merger, Intramerica, as First Charter's
successor, will assume, as a matter of law, all of the contractual
obligations of First Charter with respect to the Marketing and Solicitation
Agreement, dated as of October 25, 1989 by and among Xxxxxxx Insurance
Agency of New York, Inc., First Charter, First Charter Variable Annuity
Account, and CNL, Inc., as amended January 25, 1991 (the "Agreement").
Furthermore, on the Effective Date of the Merger, the Intramerica Variable
Annuity Account will be the successor to the First Charter Variable Annuity
Account.
This Notice is given in acknowledgment of Section 11.1 of the Agreement
which states that the Agreement shall be binding on and shall inure to the
benefit of the parties to it and their respective successors and assigns.
This Notice is provided to all parties to the Agreement in accordance with
Section 11.2 of the Agreement.
FIRST CHARTER LIFE INSURANCE COMPANY
BY __________________________________
/S/ XXXXXX X. XXXXXXXX, PRESIDENT
000 XXXX XXXXXX XXXXX XXX XXXX, XXX XXXX 00000 1-800-624-2464 000-000-0000
