UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into on this 3rd day of January, 1994, by
and among LINCOLN BENEFIT LIFE COMPANY, ("LBL" or "COMPANY") a life insurance
company organized under the laws of the State of Nebraska on its own and on
behalf of the LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT, ("Separate
Account") a separate account established pursuant to the insurance laws of
the State of Nebraska, and LINCOLN BENEFIT FINANCIAL SERVICES, INC.,
("Principal Underwriter"), a corporation organized under the laws of the
State of Delaware.
RECITALS
WHEREAS, the Company proposes to issue to the public certain variable
life contracts identified in the Attachment A ("Policies"); and
WHEREAS, Company, by resolution adopted on May 17, 1990, established
the Separate Account for the purpose of issuing the Policies; and
WHEREAS, the Policies to be issued by Company are registered with the
Commission under the Securities Act of 1933 (File No. 33-67226) 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
Policies; and
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WHEREAS, Company desires to obtain the services of Principal
Underwriter as an underwriter and distributor of said Policies issues 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 goods and valuable
considerations 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 Policies 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 Policies.
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 authorized
by applicable law to sell variable life policies issued by Company
through the Separate
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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 Policies.
2. WARRANTIES
(a) The Company represents and warrants to Principal Underwriter that:
(i) Registration Statements on Form S-6 for each of the Policies
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 Statement 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;
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(iii) The Company is validly existing as a stock life insurance
company in good standing under the laws of the State of
Nebraska, 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's jurisdiction in
which it owns or leases properties, or conducts any business;
(iv) The Policies to be issued 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 Policies contained in the
Prospectuses relating thereto;
(v) Those persons who offer and sell the Policies 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 Company is bound (including Company's
Charter of By-laws as a stock life insurance company, or any
order, rule or regulation of any court of governmental
agency or body having jurisdiction over Company or any of
its properties);
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(vii) 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 Policies, or litigation incident of 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 Policies 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;
(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 stature, 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
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(including the Certificate of Incorporation or Bylaws 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
Statement or any amendment or supplement 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 or
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
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inspect, make copies of or take possession of such records and
books of account at any time upon demand.
(b) Subject to applicable Commission of NASD restrictions, Company
will send confirmation of Policy transactions to Policy
Owners. Company will make sure confirmations and records of
transactions available to Principal Underwriter upon request.
4. SALES MATERIALS
(a) After authorization to commence the activities contemplated
herein, Principal Underwriter will utilize the currently
effective prospectus relating to the subject Policies 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 material 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 Policy if, to the
knowledge of Principal Underwriter, any of the foregoing
misstates the duties, obligation or liabilities of Company
or Principal Underwriter.
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5. COMPENSATION
Principal Underwriter shall be entitled to such remuneration for its services
and reimbursement for its fees, charges and expenses as will be determined
between the parties.
6. PURCHASE PAYMENTS
Principal Underwriter shall arrange that all purchase payments collected on the
sale of the Policies 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 Policies at
the time of purchase.
7. UNDERWRITING TERMS
(a) Principal Underwriter makes no representations or warranties
regarding the number of Policies 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 is an
effective registration statement with the Commission.
(b) Principal Underwriter will use its best efforts to ensure that the
Policies 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 Policies.
(c) It is understood and agreed that Principal Underwriter may render
similar services to other companies in the distribution of other
variable contracts.
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(d) The Company will use its best efforts to assure that the Policies
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 Policies 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
Policies;
(ii) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement relating to the
Policies or the initiation of any proceedings for that purpose;
and
(iii) the happening of any known material even which makes untrue
any statement made in the Registration Statement relating to
the Policies 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
Policies.
(c) During any legal action or inquiry, Company will furnish to
Principal Underwriter such information with respect to the Separate
Account and Policies in such form and signed by such of its officers
as Principal
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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 Policy owner or party-in-interest under a Policy:
(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
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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 PROVISION
(a) This Agreement shall be subject to the laws of the State of
Nebraska.
(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 provision shall not in any 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 January 3, 1994.
LINCOLN BENEFIT LIFE COMPANY
(and LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT)
BY: /s/Fred H. Jonske 1/3/94
------------------------------ -------------------------
President Date
LINCOLN BENEFIT FINANCIAL SERVICES, INC.
By: /s/B. E. Wraith 1/3/94
------------------------------ -------------------------
President Date
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Attachment A
UNDERWRITING AGREEMENT
"POLICIES" Form #
- ----------- --------
INVESTORS SELECT VARIABLE UNIVERSAL LIFE VUL 9390
12
AMENDMENT #1 TO THE
UNDERWRITING AGREEMENT
(HEREINAFTER "AGREEMENT")
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER "LBL")
ON BEHALF OF THE
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
(HEREINAFTER "SEPARATE ACCOUNT")
AND
LINCOLN BENEFIT FINANCIAL SERVICES
(HEREINAFTER "LBFS")
IT IS HEREBY AGREED, that the Underwriting Agreement effective January 3, 1994,
between LBL and LBFS, is amended as provided below.
Paragraph 5, "COMPENSATION" is hereby amended by deleting said Paragraph in its
entirety, and replacing it with the following new Paragraph 5:
5. COMPENSATION
Principal Underwriter shall be entitled to remuneration of its
services in the amount of 105% of the target premium received for all
variable life premiums received on policies by the Company. Such
remuneration shall be reduced by the amount of commissions payable to
broker/dealers receiving compensation pursuant to selling agreements
with Company and Principal Underwriter, or registered representatives
affiliated with Principal Underwriter.
Page 1 of 2
This Amendment shall be effective as of January 3, 1994. Except as amended
hereby, the Agreement shall remain unchanged.
IN WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their duly authorized officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY
By: /s/Fred H. Jonske Attested
----------------------------
Title: President By: /s/Carol S. Watson
---------------------------- ---------------------------------
Date: February 19, 1996 Date: February 19, 1996
---------------------------- ---------------------------------
LINCOLN BENEFIT FINANCIAL SERVICES, INC.
By: /s/B. E. Wraith Attested
----------------------------
Title: President By: /s/Carol S. Watson
---------------------------- ---------------------------------
Date: February 19, 1996 Date: February 19, 1996
---------------------------- ---------------------------------
Page 2 of 2
AMENDMENT #2 TO THE
UNDERWRITING AGREEMENT
(HEREINAFTER "AGREEMENT")
BETWEEN
LINCOLN BENEFIT LIFE COMPANY
(HEREINAFTER "LBL")
ON BEHALF OF THE
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
(HEREINAFTER "SEPARATE ACCOUNT")
AND
LINCOLN BENEFIT FINANCIAL SERVICES, INC.
(HEREINAFTER "LBFS")
IT IS HEREBY AGREED, that the Underwriting Agreement effective January 3, 1994
between LBL and LBFS is hereby amended as provided below:
Effective March 1, 1998, in addition to those contracts identified in Attachment
A, the contracts listed in the attached Attachment A are hereby incorporated and
subject to the terms of the Agreement.
Paragraph 5, "COMPENSATION" is hereby amended by adding the following:
Principal Underwriter shall be entitled to remuneration of its
services in the amount of 110% of the target premium received for all
variable universal life premiums received on Form VUL 9800 policies issued
by Company. Such remuneration shall be reduced by the amount of
commissions payable to brokers/dealers receiving compensation pursuant to
selling agreements with Company and Principal Underwriter, or registered
representatives affiliated with Principal Underwriter.
Except as amended hereby, the Agreement shall remain unchanged.
IT WITNESS HEREOF, the parties to the Agreement have caused this Amendment to be
duly executed in duplicate by their respective officers on the dates shown
below.
LINCOLN BENEFIT LIFE COMPANY
By: /s/B. E. Wraith Attested
----------------------------
Title: President By: /s/John J. Morris
---------------------------- -----------------------------
Date: March 1, 1998 Date: March 1, 1998
---------------------------- -----------------------------
LINCOLN BENEFIT FINANCIAL SERVICES, INC.
By: /s/Carol S. Watson Attested
----------------------------
Title: President By: /s/John J. Morris
---------------------------- -----------------------------
Date: March 1, 1998 Date: March 1, 1998
---------------------------- -----------------------------
ATTACHMENT A
UNDERWRITING AGREEMENT
"CONTRACTS" FORM #
- --------------------- --------
(To be Determined) VUL 9800