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UNDERWRITING AGREEMENT
AGREEMENT made this __ day of November, 1997, by and between Xxxxxxx
Xxxxx Life Insurance Company ("MLLIC"), an Arkansas corporation, and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("MLPF&S"), a Delaware corporation.
WITNESSETH:
WHEREAS, MLLIC intends to issue single premium modified guaranteed
annuity contracts ("Contracts"); and
WHEREAS, MLLIC wishes to arrange for the underwriting of the Contracts
in conformity with the requirements of the Securities Exchange Act of 1934, as
amended ("1934 Act"); and
WHEREAS, MLPF&S is registered with the Securities and Exchange
Commission ("SEC") as a broker-dealer under the 1934 Act and is a member of the
National Association of Securities Dealers, Inc. ("NASD");
NOW, THEREFORE, the parties hereto agree as follows:
1. MLLIC hereby appoints MLPF&S as its representative for the
distribution of the Contracts, and MLPF&S hereby agrees to use its best efforts
to sell and distribute the Contracts through its registered representatives, in
accordance with the terms set forth in the currently effective registration
statement(s) for the Contracts; provided, that with the approval of MLLIC,
MLPF&S may arrange with other broker-dealers ("selling firms") for the sale of
the Contracts and execute agreements relating thereto upon such terms and
conditions as MLPF&S and MLLIC deem appropriate. Specifically, MLPF&S shall take
reasonable steps to ensure that any selling firm and such selling firm's
registered representatives soliciting applications for the Contracts shall be
appropriately licensed, registered or otherwise qualified to solicit
applications and offer the Contracts for sale under the insurance (and, if
applicable, the blue sky) laws of each state or other jurisdiction in which
MLLIC is licensed to sell the Contracts and under the federal securities laws.
MLPF&S shall take reasonable steps to ensure that each selling firm trains,
supervises, and controls its registered representatives in compliance with
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applicable laws and regulations including, but not limited to: (1) conducting
such training as in the opinion of MLPF&S is necessary to accomplish the
purposes of this Agreement, and (2) establishing and implementing reasonable
written procedures for supervision of sales practices of agents,
representatives, or brokers selling the Contracts.
2. Unless otherwise permitted by applicable law, each person engaged in
the sale of Contracts must be both a licensed and appointed agent of MLLIC and a
"person associated with a broker or dealer" as that term is defined in Section
3(a)(18) of the 1934 Act. With respect to all persons associated with it who
will be engaged in the sale of the Contracts, MLPF&S will be responsible for
their training, qualification, registration, supervision and control, in the
manner and to the extent required by the applicable rules of the SEC and NASD
and by any applicable securities laws or rules of the various states relating to
the sale of the Contracts. MLLIC reserves the right to refuse to appoint any
person proposed to be associated with MLPF&S as an agent, or if appointed, to
terminate such appointment in its sole discretion. From time to time as
requested by MLLIC, MLPF&S will furnish to it a list of all persons associated
with it authorized to sell the Contracts.
3. MLPF&S will prepare and maintain all books and records relating to
the Contracts which are required to be maintained by it under the 1934 Act.
4. Any Contract premium received by MLPF&S will be made payable to
MLLIC and will be forwarded promptly to MLLIC, or the service office designated
by it, as the case may be. MLLIC reserves the right to reject any application or
any premium in its sole discretion, and reserves the right to terminate the
offering of the Contracts at any time upon reasonable notice to MLPF&S.
5. MLLIC will furnish to MLPF&S currently effective prospectuses
relating to the Contracts in such numbers as MLPF&S may reasonably require from
time to time. MLPF&S will use its best efforts to obtain any approvals or
clearances required from the NASD with respect to all sales materials relating
to the Contracts. Any sales materials
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relating to the Contracts prepared by MLPF&S must comply with all applicable
federal and state laws, regulations, and other applicable rules, including
applicable Conduct Rules of the NASD, and be approved by MLLIC prior to their
use.
6. All commissions payable by MLLIC in connection with Contract sales
will be payable to the appropriate general agent affiliated with MLPF&S in
accordance with the terms of the agreement with such general agent then in
effect. If any provision of any such agreement applicable to the Contracts
conflicts with any provision of this Agreement, the provision of this Agreement
shall govern.
7. This Agreement may be terminated at any time by either party hereto
on sixty (60) days' written notice.
8. This Agreement shall be subject to the provisions of the 1934 Act
and the rules, regulations and rulings thereunder and applicable rules and
regulations of the NASD, from time to time in effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By
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ATTEST:
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By
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ATTEST:
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