DISTRIBUTION AGREEMENT
AGREEMENT made this 25th day of June, 2001 by and between MODERN WOODMEN OF
AMERICA ("Modern Woodmen"), an Illinois fraternal benefit society, on its behalf
and on behalf of each separate account identified in Schedule 1 hereto (the
"Separate Accounts"), and MWA Financial Services, Inc. ("MWAFS"), an Illinois
corporation.
WITNESSETH
WHEREAS, MWAFS has an application pending for registration as a
broker/dealer with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934 (the "1934 Act") and for membership with the
National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, MWAFS acts as retail distributor for certain variable insurance
products (the "Variable Products") underwritten by and sold through MWAFS's
registered representatives who are also appointed agents of Modern Woodmen;
WHEREAS, MWAFS and Modern Woodmen are affiliated companies in that MWAFS is
a wholly owned subsidiary of Modern Woodmen; and,
WHEREAS, Modern Woodmen desires to issue the Variable Products to its
members and prospective members through MWAFS acting as principal underwriter
and distributor.
NOW, THEREFORE, in consideration of their mutual promises, and of other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, MWAFS and Modern Woodmen hereby agree as follows:
1. DEFINITIONS
a. CONTRACTS. The class or classes of variable insurance products set
forth on Schedule 2 to this Agreement as in effect at the time this
Agreement is executed, and such other classes of variable insurance
products that may be added to Schedule 2 from time to time in
accordance with Section 10.b of this Agreement, and including any
riders to such contracts and any other contracts offered in connection
therewith. For this purpose and under this Agreement generally, a
"class of Contracts" shall mean those Contracts issued by Modern
Woodmen on the same certificate form or forms and covered by the same
Registration Statement.
b. REGISTRATION STATEMENT. At any time that this Agreement is in effect,
each currently effective registration statement filed with the SEC
under the 1933 Act on a prescribed form, or currently effective
post-effective amendment thereto, as the case may be, relating to a
class of Contracts, including financial statements included in, and
all exhibits to, such registration statement or post-effective
amendment. For purposes of Section 8 of this Agreement, the term
"Registration Statement" means any document that is or at any time was
a Registration Statement within the meaning of this Section 1.b.
c. PROSPECTUS. The prospectus included within a Registration Statement,
except that, if the most recently filed version of the prospectus
(including any supplements thereto) filed pursuant to Rule 497 under
the 1933 Act subsequent to the date on which a Registration Statement
became effective differs from the prospectus included within such
Registration Statement at the time it became effective, the term
"Prospectus" shall refer to the most recently filed prospectus filed
under Rule 497 under the 1933 Act, from and after the date on which it
shall have been filed. For purposes of Section 8 of this Agreement,
the term "any Prospectus" means any document that is or at any time
was a Prospectus within the meaning of this Section 1.c.
d. VARIABLE ACCOUNT. A separate account supporting a class or classes of
Contracts and specified on Schedule 1 as in effect at the time this
Agreement is executed, or as it may be amended from time to time in
accordance with Section 10.b of this Agreement.
e. 1933 ACT. The Securities Act of 1933, as amended.
f. 1934 ACT. The Securities Exchange Act of 1934, as amended.
g. 1940 ACT. The Investment Company Act of 1940, as amended.
h. SEC. The Securities and Exchange Commission.
i. NASD. The National Association of Securities Dealers, Inc.
j. REPRESENTATIVE. An individual who is an associated person of MWAFS, as
that term is defined in the 1934 Act.
k. APPLICATION. An application for a Contract.
l. PREMIUM. A payment made under a Contract by an applicant or purchaser
to purchase benefits under the Contract.
2. AUTHORIZATION AND APPOINTMENT
a. SCOPE OF AUTHORITY. Modern Woodmen hereby authorizes MWAFS on an
exclusive basis, and MWAFS accepts such authority, subject to the
registration requirements of the 1933 Act and the 1940 Act and the
provisions of the 1934 Act and conditions herein, to be the
distributor and principal underwriter for the sale of the Contracts to
members and prospective members in each state and other jurisdiction
in which the Contracts may lawfully be sold during the term of this
2
Agreement. The Contracts shall be offered for sale and distribution at
Premium rates set from time to time by Modern Woodmen. MWAFS shall use
its best efforts to market the Contracts actively subject to
compliance with applicable law, including the rules of the NASD.
However, MWAFS shall not be obligated to sell any specific number or
amount of Contracts. Completed Applications shall be transmitted
directly to Modern Woodmen for acceptance or rejection in accordance
with the underwriting rules established by Modern Woodmen.
b. LIMITS ON AUTHORITY. MWAFS shall act as an independent contractor and
nothing herein contained shall constitute MWAFS or its agents,
officers or employees as agents, officers or employees of Modern
Woodmen solely by virtue of their activities in connection with the
sale of the Contracts hereunder. MWAFS and its Representatives shall
not have authority, on behalf of Modern Woodmen: to make, alter or
discharge any Contract or other insurance certificate or annuity
entered into pursuant to a Contract; to waive any Contract forfeiture
provision; to extend the time of paying any Premium; or to receive any
monies or Premiums (except for the sole purpose of forwarding monies
or Premiums to Modern Woodmen). MWAFS shall not expend, nor contract
for the expenditure of, the funds of Modern Woodmen. MWAFS shall not
possess or exercise any authority on behalf of Modern Woodmen other
than that expressly conferred on MWAFS by this Agreement.
3. SOLICITATION ACTIVITIES
a. REPRESENTATIVES. No Representative shall solicit the sale of a
Contract unless at the time of such solicitation such individual is
duly registered with the NASD and duly licensed with all applicable
state insurance and securities regulatory authorities, and is duly
appointed as an insurance agent of Modern Woodmen.
b. SOLICITATION ACTIVITIES. All solicitation and sales activities engaged
in by MWAFS and its Representatives with respect to the Contracts
shall be in compliance with all applicable federal and state
securities laws and regulations, as well as all applicable insurance
laws and regulations, and compliance manuals provided by Modern
Woodmen. In particular, without limiting the generality of the
foregoing:
(1) MWAFS shall train (including the preparation and utilization of
training materials), supervise and be solely responsible for the
conduct of Representatives in their solicitation of Applications and
Premiums and distribution of the Contracts under the federal
securities laws and the rules of the NASD, and shall supervise their
compliance with, applicable rules and regulations of any securities
regulatory agencies that have jurisdiction over variable insurance
product activities.
3
(2) Neither MWAFS nor any Representative shall offer, attempt to
offer, or solicit Applications for, the Contracts or deliver the
Contracts, in any state or other jurisdiction unless Modern Woodmen
has notified MWAFS that such Contracts may lawfully be sold or offered
for sale in such state, and has not subsequently revised such notice.
(3) Neither MWAFS nor any Representative shall give any information or
make any representation in regard to a class of Contracts in
connection with the offer or sale of such class of Contracts that is
not in accordance with the Prospectus for such class of Contracts, or
in current advertising materials for such class of Contracts
authorized by Modern Woodmen.
(4) All Premiums paid by check that are collected by MWAFS or any of
its Representatives shall be remitted promptly, and in any event by
noon of the next business day after receipt, together with any
Applications, forms and any other required documentation, to Modern
Woodmen. Checks in payment of Premiums shall be drawn to the order of
"MODERN WOODMEN OF AMERICA." If any Premium is held at any time by
MWAFS, MWAFS shall hold such Premium in a fiduciary capacity and such
Premium shall be remitted promptly, and in any event by noon of the
next business day, to Modern Woodmen. MWAFS acknowledges that all such
Premiums, whether by check or wire, shall be the property of Modern
Woodmen. MWAFS acknowledges that Modern Woodmen shall have the
unconditional right to reject, in whole or in part, any Application or
Premium.
c. SUITABILITY. Modern Woodmen and MWAFS wish to ensure that the
Contracts sold by MWAFS will be issued to purchasers for whom the
Contracts are suitable. MWAFS shall require that the Representatives
have reasonable grounds to believe that a recommendation to an
applicant to purchase a Contract is suitable for that applicant. MWAFS
shall review all applications for suitability in accordance with Rule
2310 of the NASD Conduct Rules and interpretations and guidance
relating thereto. Modern Woodmen will review all Applications under
the suitability standards set forth in variable life insurance
regulations adopted by states where the Contracts are sold, and
standards adopted by Modern Woodmen or as set forth in compliance and
operational manuals.
d. REPRESENTATIONS AND WARRANTIES OF MWAFS. MWAFS represents and warrants
to Modern Woodmen that MWAFS has an application pending for and during
the term of this Agreement shall remain registered as a broker-dealer
under the 1934 Act, has an application pending for membership with the
NASD, and shall become duly registered under applicable state
securities laws, and that MWAFS is and shall remain during the term of
this Agreement in compliance with Section 9(a) of the 1940 Act.
4. MARKETING MATERIALS
a. PREPARATION AND FILING. Modern Woodmen and MWAFS shall together design
and develop all promotional, sales and advertising material (including
any
4
illustrations) relating to the Contracts and any other
marketing-related documents for use in the sale of the Contracts,
subject to review and approval by MWAFS of such material and documents
in accordance with Section 2210 of the NASD Conduct Rules. MWAFS shall
be responsible for filing such material with the NASD and any state
securities regulatory authorities requiring such filings. Modern
Woodmen shall be responsible for filing all promotional, sales or
advertising material (including illustrations), as required, with any
state insurance regulatory authorities. Modern Woodmen shall be
responsible for preparing the Contract forms and filing them with
applicable state insurance regulatory authorities, and for preparing
the Prospectuses and Registration Statements and filing them with the
SEC and state regulatory authorities, to the extent required. The
parties shall notify each other expeditiously of any comments provided
by the SEC, NASD or any securities or insurance regulatory authority
on such material, and will cooperate expeditiously in resolving and
implementing any comments, as applicable.
b. USE IN SOLICITATION ACTIVITIES. Modern Woodmen shall be responsible
for furnishing MWAFS with such Applications, Prospectuses and other
materials for use by MWAFS and Representatives in their solicitation
activities with respect to the Contracts. Modern Woodmen shall notify
MWAFS of those states or jurisdictions that require delivery of a
statement of additional information with a Prospectus to a prospective
purchaser. MWAFS or its Representatives shall not use any promotional,
sales or advertising materials that have not been approved in advance
by Modern Woodmen.
5. COMPENSATION AND EXPENSES
a. PAYMASTER ARRANGEMENT. Modern Woodmen will pay commissions payable to
designated Representatives of MWAFS as paying agent on behalf of MWAFS
and will maintain the books and records reflecting such payments in
accordance with the requirements of the 1934 Act on behalf of MWAFS.
Such payments may include certain amounts to Representatives as an
advance on commissions payable by MWAFS. In accordance with the terms
of a Paymaster Agreement dated the same date as this Agreement between
Modern Woodmen and MWAFS, Modern Woodmen has acknowledged and agreed
that its services in this regard are purely ministerial and clerical
in nature and shall not interfere with the control and supervision
exercised by MWAFS over its Representatives with regard to the
Contracts. Modern Woodmen has further acknowledged and agreed that
MWAFS shall not be liable to any party for commissions payable
hereunder.
5
Modern Woodmen shall have no right to compensation for the performance
of any activities described in this Section 5.a. Representatives of
MWAFS shall have no interest in this Agreement or right to any
compensation to be paid by or on behalf of MWAFS hereunder prior to
their receipt thereof.
b. EXPENSES OF MODERN WOODMEN. Modern Woodmen shall pay all expenses,
except for commissions to Representatives, in connection with the
variable products including, but not limited to, the preparation and
filing of the Contracts, Registration Statements, and promotional
materials.
c. FEE FOR SERVICES OF MWAFS. MWAFS will receive for its services as
distributor, separate from commissions, a fee of Fifty-five Thousand
Dollars ($55,000) per month commencing for the month in which
contracts are available to be sold. The monthly distribution fee shall
be subject to review and change at the discretion of the Boards of
Directors of Modern Woodmen and MWAFS.
6. COMPLIANCE
a. MAINTAINING REGISTRATION AND APPROVALS. Modern Woodmen shall be
responsible for maintaining the registration of the Contracts with the
SEC and any state securities regulatory authority with which such
registration is required, and for gaining and maintaining approval of
the Contract forms where required under the insurance laws and
regulations of each state or other jurisdiction in which the Contracts
are to be offered.
b. CONFIRMATIONS AND 1934 ACT COMPLIANCE. Modern Woodmen, as agent for
MWAFS, shall confirm to each applicant for and purchaser of a Contract
in accordance with Rule 10b-10 under the 1934 Act acceptance of
Premiums and such other transactions as are required by Rule 10b-10 or
administrative interpretations thereunder. Modern Woodmen shall
maintain and preserve books and records with respect to such
confirmations in conformity with the requirements of Rules 17a-3 and
17a-4 under the 1934 Act to the extent such requirements apply. The
books, accounts and records of Modern Woodmen, the Variable Account,
Annuity Account, and MWAFS as to all transactions hereunder shall be
maintained so as to disclose clearly and accurately the nature and
details of the transactions. Modern Woodmen shall maintain, as agent
for MWAFS, such books and records of MWAFS pertaining to the offer and
sale of the Contracts and required by the 1934 Act as may be mutually
agreed upon by Modern Woodmen and MWAFS, including but not limited to
maintaining a record of Representatives and of the payment of
commissions and other payments or service fees to Representatives. In
addition, Modern Woodmen, as agent for MWAFS, shall maintain and
preserve such additional accounts, books and other records as are
required of Modern Woodmen and MWAFS by the 1934 Act. Modern Woodmen
shall maintain all such books and records and hold such books and
records on behalf of and as agent for MWAFS whose property they are
and shall remain, and acknowledges that such books and records are at
all times
6
subject to inspection by the SEC in accordance with Section
17(a) of the 1934 Act, the NASD, and all other regulatory bodies
having jurisdiction. To the extent Modern Woodmen employs electronic
storage media in connection with books and records created, maintained
and stored on behalf of MWAFS, Modern Woodmen agrees to comply with
the requirements set forth in Rule 17a-4(f)(3)(vii) and 17a-4(i). With
respect to any books and records maintained or preserved on behalf of
MWAFS, Modern Woodmen hereby undertakes to permit examination of such
books and records at any time or from time to time during business
hours by representatives or designees of the SEC, and to promptly
furnish to the SEC or its designee true, correct, complete and current
hard copy of any or all of any part of such books and records. Subject
to MWAFS's approval, Modern Woodmen reserves the right to delegate the
duties set forth in this Section 6.b to a third party administrator
mutually agreeable to both parties.
c. REPORTS. MWAFS shall cause Modern Woodmen to be furnished with such
reports as Modern Woodmen may reasonably request for the purpose of
meeting its reporting and record keeping requirements under the 1933
Act, the 1934 Act and the 1940 Act and regulations thereunder as well
as the insurance laws of the State of Illinois and any other
applicable states or jurisdictions.
d. ISSUANCE AND ADMINISTRATION OF CONTRACTS. Modern Woodmen shall be
responsible for issuing the Contracts and administering the Contracts
and the Variable Account, provided, however, that MWAFS shall have
full responsibility for the securities activities of all persons
employed by Modern Woodmen, engaged directly or indirectly in the
Contract operations, and for the training, supervision and control of
such persons to the extent of such activities. Subject to MWAFS's
approval, Modern Woodmen reserves the right to delegate the duties set
forth in this Section 6.d to a third party administrator mutually
agreeable to both parties.
e. MAINTAINING RECORDS OF REPRESENTATIVES. MWAFS shall have the
responsibility for maintaining the records of Representatives of MWAFS
who are licensed, registered and otherwise qualified to sell the
Contracts, and for furnishing periodic reports thereon to Modern
Woodmen. MWAFS shall cause Modern Woodmen to be furnished with such
other reports as Modern Woodmen may reasonably request for the
purposes of reporting and recordkeeping requirements under the laws of
the State of Illinois and any other applicable states or
jurisdictions.
f. INSURANCE LICENSES. Modern Woodmen shall have the responsibility of
applying for the proper insurance licenses in appropriate states or
jurisdictions for the designated persons associated with MWAFS who are
entering into agreements with MWAFS for the sale of the Contracts,
provided that Modern Woodmen reserves the right to refuse to appoint
any proposed representative as an agent and to terminate an agent once
appointed. Modern Woodmen shall give notice of such refusal to MWAFS
so that MWAFS can take appropriate action. Modern
7
Woodmen shall have the responsibility for maintaining records of its
appointed and licensed agents and, upon request, shall furnish such
information to MWAFS as MWAFS may reasonably request for the purposes
of reporting and recordkeeping requirements under federal laws and
regulations as well as the laws of the State of Illinois and any other
applicable states or jurisdictions.
7. INVESTIGATIONS AND PROCEEDINGS
a. COOPERATION. MWAFS and Modern Woodmen shall cooperate fully in any
securities or insurance regulatory investigation or proceeding or
judicial proceeding arising in connection with the offering, sale or
distribution of the Contracts distributed under this Agreement.
Without limiting the foregoing, Modern Woodmen and MWAFS shall notify
each other promptly of any customer complaint or notice of any
regulatory investigation or proceeding or judicial proceeding received
by either party with respect to the Contracts.
b. CUSTOMER COMPLAINTS. MWAFS and Modern Woodmen will cooperate in
investigating customer complaints and arrive at a mutually
satisfactory response. Modern Woodmen agrees that it will assist MWAFS
with complying with the reporting requirements imposed by Section 3070
of the NASD Rules of Conduct with regard to the sales of the
Contracts. Without limiting the foregoing, Modern Woodmen agrees to
notify the MWAFS if persons associated with Modern Woodmen are the
subject of any written or oral customer complaint involving
allegations of misrepresentation, lack of suitability, theft, forgery
or misappropriation of funds or securities, or is the subject of any
claim for damages by a customer, broker, or dealer which is settled
for an amount exceeding $15,000.
8. INDEMNIFICATION
a. BY MODERN WOODMEN. Modern Woodmen shall indemnify and hold harmless
MWAFS and any officer, director, or employee of MWAFS against any and
all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses reasonably
incurred in connection with, and any amounts paid in settlement of,
any action, suit or proceeding or any claim asserted), to which MWAFS
and/or any such person may become subject, under any statute or
regulation, any NASD rule or interpretation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, in light of the
circumstances in which they were made, contained in any Registration
Statement or in any Prospectus; provided that Modern Woodmen shall not
be liable in any such case to the extent that such loss, claim, damage
or liability arises out of, or is based upon, an untrue statement or
8
alleged untrue statement or omission or alleged omission made in
reliance upon information furnished in writing to Modern Woodmen by
MWAFS specifically for use in the preparation of any such Registration
Statement or any amendment thereof or supplement thereto;
(2) result from any breach by Modern Woodmen of any provision of this
Agreement.
This indemnification shall be in addition to any liability that Modern
Woodmen may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss,
claim, damage or liability is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the person
seeking indemnification.
b. BY MWAFS. MWAFS shall indemnify and hold harmless Modern Woodmen and
any officer, director, or employee of Modern Woodmen against any and
all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses reasonably
incurred in connection with, and any amounts paid in settlement of,
any action, suit or proceeding or any claim asserted), to which Modern
Woodmen and/or any such person may become subject under any statute or
regulation, any NASD rule or interpretation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission to
state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, in light of the
circumstances in which they were made, contained in any Registration
Statement or in any Prospectus; in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon information
furnished in writing by MWAFS to Modern Woodmen specifically for use
in the preparation of any such Registration Statement or any amendment
thereof or supplement thereto;
(2) result from any breach by MWAFS of any provision of this
Agreement;
This indemnification shall be in addition to any liability that MWAFS
may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss,
claim, damage or liability is due to the willful misfeasance, bad
faith, gross negligence or reckless disregard of duty by the person
seeking indemnification.
c. GENERAL. Promptly after receipt by a party entitled to indemnification
("indemnified person") under this Section 8 of notice of the
commencement of any action as to which a claim will be made against
any person obligated to provide indemnification under this Section 8
("indemnifying party"), such
9
indemnified person shall notify the indemnifying party in writing of
the commencement thereof as soon as practicable thereafter, but
failure to so notify the indemnifying party shall not relieve the
indemnifying party from any liability which it may have to the
indemnified person otherwise than on account of this Section 8.
The indemnifying party will be entitled to participate in the defense
of the indemnified person but such participation will not relieve
such indemnifying party of the obligation to reimburse the
indemnified person for reasonable legal and other expenses incurred
by such indemnified person in defending himself or itself.
d. DURATION. The indemnification provisions contained in this Section 8
shall remain operative in full force and effect, regardless of any
termination of this Agreement. A successor by law of MWAFS or Modern
Woodmen, as the case may be, shall be entitled to the benefits of the
indemnification provisions contained in this Section 8.
9. TERMINATION. This Agreement shall terminate automatically if it is assigned
by the MWAFS without the prior written consent of the other party. (The term
"assigned" shall not include any transaction exempted from Section 15(b)(2) of
the 1940 Act.) This Agreement may be terminated at any time for any reason by
either party upon 60 days' written notice to the other party, without payment of
any penalty. This Agreement may be terminated at the option of either party to
this Agreement upon the other party's material breach of any provision of this
Agreement or of any representation or warranty made in this Agreement, unless
such breach has been cured within 10 days after receipt of notice of breach from
the non-breaching party. Upon termination of this Agreement, all authorizations,
rights and obligations shall cease except the following:
(1) the obligation to settle accounts hereunder, including commissions on
Premiums subsequently received for Contracts in effect at the time of
termination or issued pursuant to Applications received by Modern
Woodmen prior to termination;
(2) the provisions contained in Section 8 regarding indemnification; and
(3) the provisions contained in Section 3(b)(4) regarding the remittance
of premiums.
In the event of any termination for any reason, all books and records and sales
or marketing materials held by MWAFS shall promptly be returned to Modern
Woodmen free from any claim or retention of rights by MWAFS.
10. MISCELLANEOUS
a. BINDING EFFECT. This Agreement shall be binding on and shall inure to
the benefit of the respective successors and assigns of the parties
hereto provided that neither party shall assign this Agreement or any
rights or obligations hereunder without the prior written consent of
the other party.
10
b. SCHEDULES. The parties to this Agreement may amend Schedules 1 and 2
to this Agreement from time to time to reflect additions of any class
of Contracts and Variable Accounts. The provisions of this Agreement
shall be equally applicable to each such class of Contracts and each
Variable Account that may be added to the Schedule, unless the context
otherwise requires. Any other change in the terms or provisions of
this Agreement shall be by written agreement between Modern Woodmen
and MWAFS.
c. RIGHTS, REMEDIES, AND OBLIGATIONS ARE CUMULATIVE. The rights, remedies
and obligations contained in this Agreement are cumulative and are in
addition to any and all rights, remedies and obligations, at law or in
equity, which the parties hereto are entitled to under state and
federal laws. Failure of either 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, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.
d. NOTICES. All notices hereunder are to be made in writing and shall be
given: if to Modern Woodmen, to:
Name: Xxxxx x. Xxxxxxx
Title: President
Address: Modern Woodmen of America, 0000 0xx Xxxxxx, Xxxx Xxxxxx,
XX 00000
with a copy to:
Name: c. Xxxxxx Xxxxx
Title: General Counsel
Address: Modern Woodmen of America, 0000 0xx Xxxxxx, Xxxx Xxxxxx,
XX 00000
if to MWAFS, to:
Name: Xxxxxx X. Xxxx
Title: President
Address: MWA Financial Services, Inc., 0000 0xx Xxxxxx, Xxxx
Xxxxxx, XX 00000
with a copy to:
Name: Xxxxx X. Xxxxxxxxx
Title: Secretary
Address: MWA Financial Services, Inc., 0000 0xx Xxxxxx, Xxxx
Xxxxxx, XX 00000
or such other address as such party may hereafter specify in writing.
11
Each such notice to a party shall be either hand delivered or
transmitted by registered or certified United States mail with return
receipt requested, or by overnight mail by a nationally recognized
courier, and shall be effective upon delivery.
e. INTERPRETATION; JURISDICTION. This Agreement constitutes the whole
agreement between the parties hereto with respect to the subject
matter hereof, and supersedes all prior oral or written
understandings, agreements or negotiations between the parties with
respect to such subject matter. No prior writings by or between the
parties with respect to the subject matter hereof shall be used by
either party in connection with the interpretation of any provision of
this Agreement. This Agreement is made in the State of Illinois, and
all questions concerning its validity, construction or otherwise shall
be determined under the laws of Illinois without giving effect to
principals of conflict of laws.
f. SEVERABILITY. This is a severable Agreement. In the event that any
provision of this Agreement would require a party to take action
prohibited by applicable federal or state law or prohibit a party from
taking action required by applicable federal or state law, then it is
the intention of the parties hereto that such provision shall be
enforced to the extent permitted under the law, and, in any event,
that all other provisions of this Agreement shall remain valid and
duly enforceable as if the provision at issue had never been a part
hereof.
g. SECTION AND OTHER HEADINGS. The headings in this Agreement are
included for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
h. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which taken together shall constitute one and
the same instrument.
i. REGULATION. This Agreement shall be subject to the provisions of the
1933 Act, 1934 Act, and 1940 Act and the regulations thereunder and
the rules and regulations of the NASD, from time to time in effect,
including such exemptions from the 1940 Act as the SEC may grant, and
the terms hereof shall be interpreted and construed in accordance
therewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by such authorized officers on the date specified above.
12
MODERN WOODMEN OF AMERICA
By: _/s/ Xxxxx x. Schoeck_________
Name: Xxxxx x. Xxxxxxx
Title: President
MWA FINANCIAL SERVICES, INC.
By: _/s/ Xxxxxx X. Roth___________
Name: Xxxxxx X. Xxxx
Title: President
13
SCHEDULE 1
For purposes of the Distribution Agreement between Modern Woodmen and MWAFS
entered into on the 25th day of June, 2001, the separate accounts are as
follows:
Modern Woodmen of America Variable Account
Modern Woodmen of America Variable Annuity Account
SCHEDULE 2
For purposes of the Distribution Agreement between Modern Woodmen and MWAFS
entered into on the 25th day of June, 2001, the variable products are as
follows:
Form VULMWA (02-02), Flexible Premium Variable Life Insurance
Form VAMWA (02-02), Flexible Premium Deferred Variable Annuity