EXHIBIT 1
UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into on this 1st day of December, 1995, by and
among GLENBROOK LIFE AND ANNUITY COMPANY, ("Glenbrook Life" or "Company") a life
insurance company organized under the laws of the State of Illinois, on its own
and on behalf of the GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A,
Separate Account") a separate account established pursuant to the insurance laws
of the State of Illinois, and ALLSTATE LIFE FINANCIAL SERVICES, INC.,
("Principal Underwriter"), a corporation organized under the laws of the state
of Delaware.
RECITALS
WHEREAS, Company proposes to issue to the public certain variable annuity
contracts identified in the Attachment A ("Contracts"); and
WHEREAS, Company, by resolution adopted on September 6, 1995, established
the Separate Account for the purpose of issuing the Contracts; and
WHEREAS, the Separate Account is registered with the Securities and Exchange
Commission ("Commission") as a unit investment trust under the Investment
Company Act of 1940 (File Nos. 33-62203, 811-7351); and
WHEREAS, the Contracts to be issued by Company are registered with the
Commission under the Securities Act of 1933 and the Investment Company Act of
1940. (File Nos: 33-62193, and 33-62203, 811-7351) for offer and sale to the
public and otherwise are in compliance with all applicable laws; and
WHEREAS, Principal Underwriter, a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. ("NASD"), proposes to act as principal underwriter on
an agency (best efforts) basis in the marketing and distribution of said
Contracts; and
WHEREAS, Company desires to obtain the services of Principal Underwriter as
an underwriter and distributor of said Contracts issued by Company through the
Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the Company, the Separate Account, and the Principal Underwriter
hereby agree as follows:
1. AUTHORITY AND DUTIES
(a) Principal Underwriter will serve as an underwriter and distributor on an
agency basis for the Contracts which will be issued by the Company through
the Separate Account.
(b) Principal Underwriter will use its best efforts to provide information and
marketing assistance to licensed insurance agents and broker-dealers on a
continuing basis. However, Principal Underwriter shall be responsible for
compliance with the requirements of state broker-dealer regulations and the
Securities Exchange Act of 1934 as each applies to Principal Underwriter in
connection with its duties as distributor of said Contracts. Moreover,
Principal Underwriter shall conduct its affairs in accordance with the rules
of Fair Practice of the NASD.
(c) Subject to agreement with the Company, Principal Underwriter may enter into
selling agreements with broker-dealers which are registered under the
Securities Exchange Act of 1934 and/or authorized by applicable law or
exemptions to sell variable annuity contracts issued by Company through the
Separate Account. Any such contractual arrangement is expressly made subject
to this Agreement, and Principal Underwriter will at all times be
responsible to Company for supervision of compliance with the federal
securities laws regarding distribution of Contracts.
2. WARRANTIES
(a) The Company represents and warrants to Principal Underwriter that:
(i) Registration Statements (on Form N-4 and S-1) for each of the Contracts
identified in Attachment A have been filed with the Commission in the
form previously delivered to Principal Underwriter and that copies of
any and all amendments thereto will be forwarded to Principal
Underwriter at the time that they are filed with Commission;
(ii) The Registration Statements and any further amendments or supplements
thereto will, when they become effective, conform in all material
respects to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, and the rules and regulations of the
Commission under such Acts, and will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty
shall not apply to any statement or omission made in reliance upon and
in conformity with information furnished in writing to Company by
Principal Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life insurance company in
good standing under the laws of the State of Illinois, with power to
own its properties and conduct its business as described in the
Prospectus, and has been duly qualified for the transaction of
business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any
business;
(iv) The Contracts to be issued by the Company and through the Separate
Account and offered for sale by Principal Underwriter on behalf of the
Company hereunder have been duly and validly authorized and, when
issued and delivered with payment therefore as provided herein, will be
duly and validly issued and will conform to the description of such
Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be appropriately
licensed or appointed to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in a
violation of any of the provisions of or default under any statute,
indenture, mortgage, deed of trust, note agreement or other agreement
or instrument to which Company is a party or by which Company is bound
(including Company's Charter or By-laws as a stock life insurance
company, or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over Company or any of its
properties);
(vii) There is no consent, approval, authorization or order of any court or
governmental agency or body required for the consummation by Company
of the transactions contemplated by this Agreement, except such as may
be required under the Securities Exchange Act of 1934 or state
insurance or securities laws in connection with the distribution of
the Contracts; and
(viii) There are no material legal or governmental proceedings pending to
which Company or the Separate Account is a party or of which any
property of Company or the Separate Account is the subject (other than
as set forth in the Prospectus relating to the Contracts, or
litigation incidental to the kind of business conducted by the
Company) which, if determined adversely to Company, would individually
or in the aggregate have a material adverse effect on the financial
position, surplus or operations of Company.
(b) Principal Underwriter represents and warrants to Company that:
(i) It is a broker-dealer duly registered with the Commission pursuant to
the Securities Exchange Act of 1934, is a member in good standing of
the NASD, and is in compliance with the securities laws in those states
in which it conducts business as a broker-dealer;
(ii) As a principal underwriter, it shall permit the offer and sale of
Contracts to the public only by and through persons who are
appropriately licensed under the securities laws and who are appointed
in writing by the Company to be authorized insurance agents unless such
persons are exempt from licensing and appointment requirements;
(iii) The performance of this Agreement and the consummation of the
transactions herein contemplated will not result in a breach or
violation of any of the terms or provisions of or constitute a default
under any statute, indenture, mortgage, deed of trust, note agreement
or other agreement or instrument to which Principal Underwriter is a
party or by which Principal Underwriter is bound (including the
Certificate of Incorporation or By-laws of Principal Underwriter or
any order, rule or regulation of any court or governmental agency or
body having jurisdiction over either Principal Underwriter or its
property); and
(iv) To the extent that any statements made in the Registration Statements,
or any amendments or supplements thereto, are made in reliance upon and
in conformity with written information furnished to Company by
Principal Underwriter expressly for use therein, such statements will,
when they become effective or are filed with the Commission, as the
case may be, conform in all material respects to the requirements of
the Securities Act of 1933 and the rules and regulations of the
Commission thereunder, and will not contain 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.
3. BOOKS AND RECORDS
(a) Principal Underwriter shall keep, in a manner and form approved by Company
and in accordance with Rules 17a-3 and 17a-4 under the Securities Exchange
Act of 1934, correct records and books of account as required to be
maintained by a registered broker-dealer, acting as principal underwriter,
of all transactions entered into on behalf of Company with respect to its
activities under this Agreement. Principal Underwriter shall make such
records and books of account available for inspection by the Commission, and
Company shall have the right to inspect, make copies of or take possession
of such records and books of account at any time upon demand.
(b) Subject to applicable Commission or NASD restrictions, Company will send
confirmations of Contract transactions to Contract Owners. Company will make
such confirmations and records of transactions available to Principal
Underwriter upon request. Company will also maintain Contract Owner records
on behalf of Principal Underwriter to the extent permitted by applicable
securities laws.
4. SALES MATERIALS
(a) After authorization to commence the activities contemplated herein,
Principal Underwriter will utilize the currently effective prospectus
relating to the subject Contracts in connection with its underwriting,
marketing and distribution efforts. As to other types of sales
material, Principal Underwriter hereby agrees and will require any
participating or selling broker-dealers to agree that they will use only
sales materials which have been authorized for use by Company, which conform
to the requirements of federal and state laws and regulations, and which
have been filed where necessary with the appropriate regulatory authorities,
including the NASD.
(b) Principal Underwriter will not distribute any prospectus, sales literature
or any other printed matter or material in the underwriting and distribution
of any Contract if, to the knowledge of Principal Underwriter, any of the
foregoing misstates the duties, obligation or liabilities of Company or
Principal Underwriter.
5. COMPENSATION
(a) Company agrees to pay Principal Underwriter for direct expenses incurred on
behalf of Company. Such direct expenses shall include, but not be limited
to, the costs of goods and services purchased from outside vendors, travel
expenses and state and federal regulatory fees incurred on behalf of
Company.
(b) Principal Underwriter shall present a statement after the end of the quarter
showing the apportionment of services rendered and the direct expenses
incurred. Settlements are due and payable within thirty days.
6. PURCHASE PAYMENTS
Principal Underwriter shall arrange that all purchase payments collected on
the sale of the Contracts are promptly and properly transmitted to Company for
immediate allocation to the Separate Account in accordance with the procedures
of Company and the directions furnished by the purchasers of such Contracts at
the time of purchase.
7. UNDERWRITING TERMS
(a) Principal Underwriter makes no representations or warranties regarding the
number of Contracts to be sold by licensed broker-dealers and registered
representatives of broker-dealers or the amount to be paid thereunder.
Principal Underwriter does, however, represent that it will actively engage
in its duties under this Agreement on a continuous basis while there are
effective registration statements with the Commission.
(b) Principal Underwriter will use its best efforts to ensure that the Contracts
shall be offered for sale by registered broker-dealers and registered
representatives (who are duly licensed as insurance agents) on the terms
described in the currently effective prospectus describing such Contracts.
(c) It is understood and agreed that Principal Underwriter may render similar
services to other companies in the distribution of other variable contracts.
(d) The Company will use its best efforts to assure that the Contracts are
continuously registered under the Securities Act of 1933 (and under any
applicable state "blue sky" laws) and to file for approval under state
insurance laws when necessary.
(e) The Company reserves the right at any time to suspend or limit the public
offering of the subject Contracts upon one day's written notice to Principal
Underwriter.
8. LEGAL AND REGULATORY ACTIONS
(a) The Company agrees to advise Principal Underwriter immediately of:
(i) any request by the Commission for amendment of the Registration
Statement or for additional information relating to the Contracts;
(ii) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement relating to the Contracts
or the initiation of any proceedings for that purpose; and
(iii) the happening of any known material event which makes untrue any
statement made in the Registration Statement relating to the Contracts
or which requires the making of a change therein in order to make any
statement made therein not misleading.
(b) Each of the undersigned parties agrees to notify the other in writing upon
being apprised of the institution of any proceeding, investigation or
hearing involving the offer or sale of the subject Contracts.
(c) During any legal action or inquiry, Company will furnish to Principal
Underwriter such information with respect to the Separate Account and
Contracts in such form and signed by such of its officers as Principal
Underwriter may reasonably request and will warrant that the statements
therein contained when so signed are true and correct.
9. TERMINATION
(a) This Agreement will terminate automatically upon its assignment.
(b) This Agreement shall terminate without the payment of any penalty by either
party upon sixty (60) days' advance written notice.
(c) This Agreement shall terminate at the option of the Company upon institution
of formal proceedings against Principal Underwriter by the NASD or by the
Commission, or if Principal Underwriter or any representative thereof at any
time:
(i) employs any device, scheme, artifice, statement or omission to defraud
any person;
(ii) fails to account and pay over promptly to the Company money due it
according to the Company's records; or
(iii) violates the conditions of this Agreement.
10. INDEMNIFICATION
The Company agrees to indemnify Principal Underwriter for any liability that
it may incur to a Contract owner or party-in-interest under a Contract:
(a) arising out of any act or omission in the course of or in connection
with rendering services under this Agreement; or
(b) arising out of the purchase, retention or surrender of a contract;
provided, however, that the Company will not indemnify Principal
Underwriter for any such liability that results from the willful
misfeasance, bad faith or gross negligence of Principal Underwriter or
from the reckless disregard by such Principal Underwriter of its duties
and obligations arising under this Agreement.
11. GENERAL PROVISIONS
(a) This Agreement shall be subject to the laws of the State of Illinois.
(b) This Agreement, along with any Schedules attached hereto and incorporated
herein by reference, may be amended from time to time by the mutual
agreement and consent of the undersigned parties.
(c) In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in way be affected or impaired thereby.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be
duly executed, to be effective as of December 1, 1995.
GLENBROOK LIFE AND ANNUITY COMPANY
(AND GLENBROOK LIFE AND ANNUITY COMPANY SEPARATE ACCOUNT A)
BY:
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PRESIDENT AND CHIEF OPERATING OFFICER Date
ALLSTATE LIFE FINANCIAL SERVICES, INC.
BY:
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PRESIDENT AND CHIEF EXECUTIVE OFFICER Date
ATTACHMENT A
UNDERWRITING AGREEMENT
"CONTRACTS" FORM #
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AIM Lifetime Plus Variable Annuity GLMU Series per Selling Agreement Schedule
