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PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the 31st day of January 2013, made by and between
FORETHOUGHT LIFE INSURANCE COMPANY ("FLIC" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Indiana, and FORETHOUGHT
DISTRIBUTORS LLC, a corporation organized and existing under the laws of the
State of Delaware;
WITNESSETH:
WHEREAS, the Board of Directors of FLIC has made provision for the establishment
of a separate account within FLIC in accordance with the laws of the State of
Indiana, which separate account was organized and is established and registered
as a unit investment trust type investment company with the Securities and
Exchange Commission under the Investment Company Act of 1940 ("1940 Act"), as
amended, and which is designated Forethought Life Insurance Company Separate
Account A (referred to as the "FLIC Separate Account A"); and
WHEREAS, FORETHOUGHT DISTRIBUTORS LLC offers to the public a certain Flexible
Premium Variable Annuity Insurance Contracts (the "Contract") issued by FLIC
with respect to FLIC Separate Account A units of interest there under which are
registered under the Securities Act of 1933 ("1933 Act"), as amended; and
WHEREAS, FORETHOUGHT DISTRIBUTORS LLC has previously agreed to act as
distributor in connection with offers and sales of the Contract under the terms
and conditions set forth in this Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, FLIC and
FORETHOUGHT DISTRIBUTORS LLC agree as follows:
I.
FORETHOUGHT DISTRIBUTORS' DUTIES
1. FORETHOUGHT DISTRIBUTORS, LLC, as principal underwriter for the Contract,
will use its best efforts to effect offers and sales of the Contract
through broker-dealers that are members of the Financial Industry
Regulatory Authority and whose registered representatives are duly licensed
as insurance agents of FLIC. FORETHOUGHT DISTRIBUTORS, LLC is responsible
for compliance with all applicable requirements of the 1933 Act, as
amended, the Securities Exchange Act of 1934 ("1934 Act"), as amended, and
the 1940 Act, as amended, and the rules and regulations relating to the
sales and distribution of the Contract, the need for which arises out of
its duties as principal underwriter of said Contract and relating to the
creation of FLIC Separate Account A.
2. FORETHOUGHT DISTRIBUTORS, LLC agrees that it will not use any prospectus,
sales literature, or any other printed matter or material or offer for sale
or sell the Contract if any of the foregoing in any way represent the
duties, obligations, or liabilities of FLIC as being greater than, or
different from, such duties, obligations and liabilities as are set forth
in this Agreement, as it may be amended from time to time.
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3. FORETHOUGHT DISTRIBUTORS, LLC agrees that it will utilize the then
currently effective prospectus relating to FLIC Separate Account A's
Contracts in connection with its selling efforts. As to the other types of
sales materials, FORETHOUGHT DISTRIBUTORS, LLC agrees that it will use only
sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.
4. FORETHOUGHT DISTRIBUTORS, LLC agrees that it or its duly designated agent
shall maintain records of the name and address of, and the securities
issued by FLIC Separate Account A and held by, every holder of any security
issued pursuant to this Agreement, as required by the Section 26(a)(4) of
the 1940 Act, as amended.
II.
1. FLIC Separate Account A reserves the right at any time to suspend or limit
the public offering of the Contracts upon 30 days' written notice to
FORETHOUGHT DISTRIBUTORS, LLC, except where the notice period may be
shortened because of legal action taken by any regulatory agency.
2. FLIC Separate Account A agrees to advise FORETHOUGHT DISTRIBUTORS, LLC
immediately:
(a) of any request by the Securities and Exchange Commission for
amendment of its 1933 Act registration statement or for additional
information;
(b) of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the 1933 Act registration
statement relating to units of interest issued with respect to FLIC
Separate Account A or of the initiation of any proceedings for that
purpose;
(c) of the happening of any material event, if known, which makes untrue
any statement in its 1933 Act registration statement or which
requires a change therein in order to make any statement therein not
misleading.
FLIC will furnish to FORETHOUGHT DISTRIBUTORS, LLC such information
with respect to FLIC Separate Account A and the Contracts in such form
and signed by such of its officers and directors and FORETHOUGHT
DISTRIBUTORS, LLC may reasonably request and will warrant that the
statements therein contained when so signed will be true and correct.
FLIC will also furnish, from time to time, such additional information
regarding FLIC Separate Account A's financial condition as FORETHOUGHT
DISTRIBUTORS, LLC may reasonably request.
III.
COMPENSATION
In accordance with a Service and Cost Allocation Agreement filed with the
Indiana Insurance Commissioner on Form D and approved on December 26, 2012,
among Forethought Financial Services, Inc., FLIC and FORETHOUGHT DISTRIBUTORS,
LLC, the parties are obligated to reimburse each other for all costs and
expenses associated with the services provided on behalf of
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FLIC Separate Account A under this Principal Underwriter Agreement. No
additional compensation is payable in excess of that required under the Service
and Cost Allocation Agreement.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
FORETHOUGHT DISTRIBUTORS, LLC may resign as a Principal Underwriter hereunder,
upon 120 days' prior written notice to FLIC. However, such resignation shall not
become effective either until FLIC Separate Account A has been completely
liquidated and the proceeds of the liquidation distributed through FLIC to the
Contract owners or a successor Principal Underwriter has been designated and has
accepted its duties.
V.
INDEMNIFICATION
FORETHOUGHT DISTRIBUTORS, LLC will hold harmless and indemnify FLIC with respect
to any threatened, pending, or completed action, suit or proceeding to which it
was or is a party or threatened to be made a party by reason of the fact that
FLIC has performed any action pursuant to this Agreement, except to the extent
that liability, loss or damage arises out of the gross negligence, willful
misconduct, or fraudulent or criminal acts of FLIC. FORETHOUGHT DISTRIBUTORS,
LLC will indemnify FLIC against expenses, including but not limited to
attorney's fees and judgment and settlement amounts that are actually and
reasonably incurred by FLIC in connection with such action, suit or proceeding.
FORETHOUGHT DISTRIBUTORS, LLC further agrees to indemnify, defend and hold
harmless FLIC from and against all losses, liabilities, claims, suits and
demands caused or arising out of any action or omissions by FLIC in the
performance of any action under this Agreement, including actions or omissions
by FLIC in acting as agent of FORETHOUGHT DISTRIBUTORS, LLC except to the extent
that liability, loss or damage arises out of the gross negligence, willful
misconduct or fraudulent or criminal acts of FLIC. However, if FLIC commits any
grossly negligent, fraudulent or criminal act or an act of willful misconduct,
it shall indemnify and hold FORETHOUGHT DISTRIBUTORS, LLC harmless from any
liability that FORETHOUGHT DISTRIBUTORS, LLC may incur, including damages,
judgments, fines, penalties, court costs, disbursements and reasonable
attorney's fees incurred by FORETHOUGHT DISTRIBUTORS, LLC in defense of such
liability as a result of the grossly negligent, fraudulent, or criminal acts or
acts of willful misconduct committed by FLIC.
VI.
MISCELLANEOUS
1. This Agreement may not be assigned by any of the parties hereto without the
written consent of the other party.
2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
(a) If to FLIC -- Forethought Life Insurance Company, 300 N. Meridian
Street, Suite 1800, Indianapolis, Indiana 46204;
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(b) If to FORETHOUGHT DISTRIBUTORS, LLC -- FORETHOUGHT DISTRIBUTORS, LLC,
82 Hopmeadow Street, Parkview Building Suite 200 Simsbury, CT 06089;
or to such other address as FORETHOUGHT DISTRIBUTORS, LLC or FLIC shall
designate by written notice to the other.
3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by the Sponsor and shall be open to inspection
any time during the business hours of the Sponsor.
4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.
5. This Agreement shall be construed and governed by and according to the laws
of the State of Indiana.
6. If a dispute arises out of relates to this Agreement, or the breach
thereof, and if said dispute cannot be settled through negotiation, the
parties agree first to try in good faith to settle the dispute by mediation
under the Commercial Mediation Rules of the American Arbitration
Association ("AAA"), before resorting to arbitration. Any dispute arising
out of or relating to this Agreement, or the breach thereof, that cannot be
resolved by mediation within 30 days shall be settled by arbitration
administered by the AAA under its Commercial Arbitration Rules before a
single arbitrator appointed by the AAA, and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.
The Parties share equally any cost imposed on both parties by the AAA.
7. This Agreement may be amended from time to time by the mutual agreement and
consent of the parties hereto.
(a) This Agreement shall become effective January 31, 2013 and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a majority
of the members of the Board of Directors of FLIC.
(b) This Agreement (1) may be terminated at any time, without the payment
of any penalty, either by a vote of a majority of the members of the
Board of Directors of FLIC on 120 days' prior written notice to
FORETHOUGHT DISTRIBUTORS, LLC; (2) shall immediately terminate in the
event of its assignment and (3) may be terminated by FORETHOUGHT
DISTRIBUTORS, LLC on 120 days' prior written notice to FLIC, but such
termination will not be effective until FLIC shall have an agreement
with one or more persons to act as successor principal underwriter of
the Contracts. FORETHOUGHT DISTRIBUTORS, LLC hereby agrees that it
will continue to act as successor principal underwriter until its
successor or successors assume such undertaking.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
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Attest:
FORETHOUGHT LIFE INSURANCE COMPANY
By: /s/ John Graf
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John A. Graf, President
and Chief Executive Officer
FORETHOUGHT DISTRIBUTORS, LLC
By: /s/ Michael Reardon
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