EXHIBIT 1.(3)(a)
PRINCIPAL UNDERWRITING AGREEMENT
This UNDERWRITING AGREEMENT made as of the 1st day of ______________, by and
between General American Distributors, Inc. (hereinafter "the Underwriter")
and General American Life Insurance Company (hereinafter "the Insurance
Company"), on its own behalf and on behalf of the Insurance Company's
Separate Account(s) (hereinafter "the Accounts"), as they may be established
from time to time.
WITNESSETH as follows:
WHEREAS, the Accounts shall be established under authority of a
resolution of the Insurance Company's Board of Directors, in order to set
aside and invest assets attributable to certain flexible premium variable
life policies and variable annuity contracts (hereinafter "Policies") issued
by the Insurance Company;
WHEREAS, such Accounts shall be registered or exempt from registration
as unit investment trusts or managed investment companies under the
Investment Company Act of 1940 (the "Investment Company Act") and the
Policies shall be registered or exempt from registration under the
Securities Act of 1933;
WHEREAS, the Underwriter is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and is a member of the National
Association of Securities Dealers, Inc. (the "NASD") and is registered as a
broker/dealer under the laws of the State of Missouri; and
WHEREAS, the Insurance Company and the Accounts desire to have Policies
sold and distributed through the Underwriter, and the Underwriter is willing
to sell and distribute such Policies under the terms stated herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Insurance Company grants to the Underwriter the right to be,
and the Underwriter agrees to serve as the principal underwriter of the
Policies during the term of this Agreement. The Underwriter agrees to
use its best efforts to enter into Dealer Agreements with other duly
registered broker/dealers ("BDs") who will solicit applications for the
Policies at their own expense, and otherwise to perform all duties and
functions which are necessary and proper for the distribution of the
Policies. It is understood that the Underwriter will not offer or sell
Policies directly to applicants but will only distribute the Policies
through other duly registered broker-dealers.
2. All premiums for Policies shall be remitted promptly by the BDs
to the
Insurance Company in full together with appropriate application forms
and any other required documentation. Checks or money orders in payment
of premiums shall be drawn to the order of "General American Life
Insurance Company."
3. The Underwriter agrees to offer the Policies to the BDs for sale
by the BDs in accordance with the prospectus or any private placement
memorandum for them then in effect. Neither the Underwriter nor any BD
is authorized to give any information or to make any representations
concerning the Policies other than those contained in the current
prospectus filed with the SEC, in any private placement memorandum, or
in such sales literature as may be developed and authorized by the
Insurance Company in conjunction with the Underwriter. All agreements
between the Underwriter and broker-dealers shall require compliance by
such BDs with this Section 3.
4. On behalf of the Accounts, the Insurance Company shall furnish the
Underwriter with copies of all prospectuses, financial statements, and
other documents which the Underwriter reasonably requests for use in
connection with the distribution of the Policies.
5. The Underwriter represents that it is duly registered as a
broker-dealer under the 1934 Act, and is a member in good standing of
the NASD. The Underwriter shall be responsible for carrying out its
underwriting obligations hereunder in continued compliance with the
Conduct Rules of the NASD, and applicable federal and state securities
laws and regulations.
6. The Underwriter is hereby authorized to enter into sales agreements
with the BDs for the sale of the Policies. All such sales agreements
entered into by the Underwriter shall provide that each BD will assume
full responsibility for continued compliance by itself and its
associated persons with the Conduct Rules of the NASD and applicable
federal and state securities laws. All associated persons of the BDs
soliciting applications for the Policies shall be duly and
appropriately licensed or appointed by the Insurance Company for the
sale of the Policies under the insurance laws of the applicable states
or jurisdictions in which such persons shall offer or sell the
Policies.
7. The Insurance Company shall apply for the proper insurance licenses
in the appropriate states or jurisdictions for persons associated with
the Underwriter or with BDs; provided that the Insurance Company
reserves the right to refuse to appoint any proposed associated person
as an agent or broker, and to terminate an agent or broker once
appointed.
8. The Insurance Company and the Underwriter shall cause to be
maintained and preserved for the periods prescribed such account books,
and other documents as are required of them by the Investment Company
Act, the 1934 Act, and any other applicable laws and regulations. The
books, accounts and records of the Insurance Company, the Accounts, and
the Underwriter as to all transactions hereunder shall be maintained so
as to disclose clearly and accurately the nature and details of the
transactions. The Insurance Company shall maintain such books and
records of the Underwriter pertaining to the sale of the Policies and
required
by the 1934 Act as may be mutually agreed upon from time to time by the
Insurance Company and the Underwriter; provided that such books and
records shall be the property of the Underwriter, and shall at all
times be subject to such reasonable periodic, special, or other
examination by the SEC and all other regulatory bodies having
jurisdiction. The Insurance Company or the BD shall be responsible for
sending all required confirmations on customer transactions in
compliance with applicable regulations, as modified by an exemption or
other relief obtained by the Insurance Company. The Underwriter shall
cause the Insurance Company to be furnished with such reports as the
Insurance Company may reasonably request for the purpose of meeting its
reporting and recordkeeping obligations under the insurance laws of the
State of Missouri and any other state or jurisdiction.
9. The Underwriter shall have the responsibility for paying (i) all
commissions or other fees to associated persons of the Underwriter
which are due in connection with the distribution of the Policies
hereunder and (ii) any compensation to the BDs and their associated
persons due under the terms of the sales agreements between the
Underwriter and the BDs. Notwithstanding the preceding sentence, no
associated person or broker-dealer shall have an interest in any
deductions or other fees payable to the Underwriter as set forth
herein.
10. For furnishing the services, materials, and supplies, required by
the terms of this Agreement, Underwriter shall receive the compensation
specified in Exhibit A for the policies listed in Exhibit A.
11. The Insurance Company agrees to indemnify the Underwriter for any
losses incurred as a result of any action taken or omitted by the
Underwriter, or any of its officers, agents, or employees, in
performing their responsibilities under this Agreement in good faith
and without willful misfeasance, gross negligence, or reckless
disregard of such obligations.
12. The Insurance Company undertakes to guarantee the performance of
all of Underwriter's obligations imposed by Section 27(f) of the
Investment Company Act, as amended, and Rule 27d-2 adopted by the SEC,
to make refunds of the premiums or charges to owners of Policies
required by Section 27(f) or the conditions of any exemptions
therefrom.
13. (a) This Agreement may be terminated by either party hereto upon 60
day's written notice to the other party.
(b) This Agreement may be terminated upon written notice of one
party to the other party hereto in the event of bankruptcy or
insolvency of such party to which notice is given.
(c) This Agreement may be terminated at any time upon the mutual
written consent of the parties thereto.
(d) The Underwriter shall not assign or delegate its
responsibilities under this Agreement without the consent of the
Insurance Company.
(e) Upon termination of this Agreement, all authorizations,
rights, and obligations shall cease except the obligation to settle
accounts hereunder, including payments (or premiums or contributions)
subsequently received for Policies in effect at the time of termination
or issued pursuant to applications received by the Insurance Company
prior to termination.
14. This Agreement shall be subject to the provisions of the Investment
Company Act and the 1934 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 SEC 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 transaction exempted from section
15(b)(2) of the Investment Company Act.
The Underwriter shall submit to all regulatory and administrative
bodies having jurisdiction over the operations of the Account, present
or future; and will provide 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.
15. 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.
16. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective officials thereunder duly authorized
and seals to be affixed, as of the day and year first above written.
GENERAL AMERICAN DISTRIBUTORS, INC.
Attest:
By:
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GENERAL AMERICAN LIFE INSURANCE COMPANY
Attest:
By:
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Exhibit A
REGISTERED PRODUCTS
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Exhibit A (continued)
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
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Exhibit A (continued)
NON REGISTERED PRODUCTS
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VARIABLE ANNUITY CONTRACTS
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