EXHIBIT 99.3a
PRINCIPAL UNDERWRITER'S AGREEMENT
SAFECO DEFERRED VARIABLE ACCOUNT
This Agreement is made and entered into as of the 29th day of September, 1998
between SAFECO Life Insurance Company ("SAFECO Life") on behalf of SAFECO
Deferred Variable Account ("Separate Account") and SAFECO Securities, Inc., a
corporation registered as a broker-dealer with the Securities and Exchange
Commission and National Association of Securities Dealers, Inc. ("PRINCIPAL
UNDERWRITER").
WHEREAS, SAFECO Life is a life insurance company licensed to sell various
life insurance an annuity contracts (the "Policies"); and
WHEREAS, SAFECO Life proposes to issue and sell the Policies to the public
through PRINCIPAL UNDERWRITER:
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. SAFECO Life is a life insurance company licensed to offer and sell
life policies. SAFECO Life proposes to issue and sell the Policies to the public
through PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to provide sales
service subject to the terms and conditions thereof. The Policies to be sold are
more fully described in the registration statements and the prospectuses
hereinafter mentioned. Such Policies will be issued by SAFECO Life through the
Separate Account.
2. SAFECO Life grants PRINCIPAL UNDERWRITER, the exclusive right, during
the term of this Agreement, subject to registration requirements of the
Securities Act of 1933 and the Investment Company Act of 1940 and the provisions
of the Securities Exchange Act of 1934, to be the principal underwriter of the
Policies issued through the Separate Accounts. PRINCIPAL UNDERWRITER will offer
and sell the Policies under such terms as set by SAFECO Life and will make such
sale to purchasers permitted to buy such Policies as specified in the
prospectuses.
3. PRINCIPAL UNDERWRITER agrees that it shall undertake to perform all
duties and functions which are necessary and proper for the distribution of the
Policies.
4. (a) All sales literature and advertisements relating to SAFECO Life
and the Separate Account used by PRINCIPAL UNDERWRITER shall be subject to
approval by SAFECO Life. SAFECO Life authorizes PRINCIPAL UNDERWRITER, in
connection with the sale or arranging for the sale of the Policies, to provide
only such information and to make only such statements or representations as are
contained in the then-current Prospectus and Statement of Additional Information
for the Separate Account or in sales literature or advertisements approved by
SAFECO Life or in such financial and other statements which are
Principal Underwriter's Agreement
September 17, 1998
Page 2
furnished to the PRINCIPAL UNDERWRITER pursuant to the next paragraph. SAFECO
Life shall not be responsible in any way for any information provided or
statements or representations made by PRINCIPAL UNDERWRITER or its
representatives or agents other than the information, statements and
representations described in the preceding sentence. PRINCIPAL UNDERWRITER shall
review all materials submitted to it that describes SAFECO Life or the Policies.
PRINCIPAL UNDERWRITER shall not be responsible for any information provided or
statements or representations made by persons or entities other than PRINCIPAL
UNDERWRITER's representatives or agents.
(b) SAFECO Life shall keep PRINCIPAL UNDERWRITER fully informed with
regard to its affairs, shall furnish PRINCIPAL UNDERWRITER with a copy of all
financial statements and a signed copy of each report prepared by its
independent certified public accountants, and shall cooperate fully in the
efforts of PRINCIPAL UNDERWRITER to sell the Policies and in the performance by
PRINCIPAL UNDERWRITER of all its duties under this Agreement.
5. (a) SAFECO Life will pay or cause to be paid:
(1) registration fees for registering its Separate Accounts
under the Securities Act of 1933 (the "1933 Act");
(2) the expenses, including counsel fees, of preparing
registration statements and such other documents as SAFECO
Life believes are necessary for registering the Separate
Account with the Securities and Exchange Commission (the
"SEC") and such states as are deemed necessary or
appropriate;
(3) expenses incident to preparing amendments to the 1933 Act
and Investment Company Act of 1940, as amended (the "1940
Act") registration statements;
(4) expenses for preparing and setting in type all prospectuses
and the expense of supplying them to the applicants for the
Policies;
(5) expenses incident to the issuance of its Policies; and
(6) expenses incident to the preparation and mailing of notices,
reports and proxy solicitation material to its
Policyholders.
(b) PRINCIPAL UNDERWRITER shall be compensated for its distribution
service in such amount as to meet all of its obligations to selling
broker-dealers with respect to all payments for the Policies accepted by SAFECO
Life on the Policies covered by this Agreement.
6. (a) SAFECO Life shall maintain a currently effective Registration
Statement with respect to the Separate Account and the Policies of the Separate
Account on the appropriate SEC form and shall file with the SEC such reports and
other documents as may be required under the 1933 Act and the 1940 Act or by the
rules and regulations of the SEC thereunder.
Principal Underwriter's Agreement
September 17, 1998
Page 3
(b) SAFECO Life represents and warrants that its Registration
Statements, post-effective amendments, Prospectuses and Statements of Additional
Information (excluding statements based upon written information furnished by
PRINCIPAL UNDERWRITER expressly for inclusion therein) shall not contain any
untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading,
and that all statements or information furnished to PRINCIPAL UNDERWRITER,
pursuant to Section 4 (b) hereof, shall be true and correct in all material
respects.
7. It is understood that officers, agents and shareholders of SAFECO Life
are or may be interested in PRINCIPAL UNDERWRITER as directors, officers,
shareholders, or otherwise; that directors, officers, agents and shareholders of
PRINCIPAL UNDERWRITER are or may be interested in SAFECO Life as officers,
shareholders or otherwise; that PRINCIPAL UNDERWRITER may be interested in
SAFECO Life as a shareholder or otherwise; and that the existence of any such
dual interest shall not affect the validity this Agreement or of any
transactions hereunder except as otherwise provided by specific provisions or
applicable law.
8. The parties contemplate PRINCIPAL UNDERWRITER will enter into dealer
agreements with registered and qualified securities dealers for the sale of the
Policies. The form of any such dealer agreement shall be mutually agreed upon
and approved by SAFECO Life and the PRINCIPAL UNDERWRITER.
9. PRINCIPAL UNDERWRITER is an independent contractor and shall be agent
for SAFECO Life only in respect to the sale and redemption of the Policies.
10. The services of PRINCIPAL UNDERWRITER to SAFECO Life under this
Agreement are not to be deemed exclusive, and the PRINCIPAL UNDERWRITER shall be
free to render similar services or other services to others so long as its
services hereunder are not impaired thereby.
11. This Agreement is terminable on not less than 60 days' notice to the
other party and will be terminated upon the mutual written consent of PRINCIPAL
UNDERWRITER and SAFECO Life. This Agreement will also automatically and
immediately terminate in the event of its assignment.
12. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties ("disabling conduct") hereunder on
the part of PRINCIPAL UNDERWRITER (and its officers, directors, agents,
employees, controlling persons and any other person or entity affiliated with
PRINCIPAL UNDERWRITER or retained by it to perform or assist in the performance
of its obligations under this Agreement), PRINCIPAL UNDERWRITER shall not be
subject to liability to SAFECO Life or for any act or omission in the course of,
or connected with, rendering services hereunder, including without limitation,
any error of judgment or mistake of law or for any loss suffered by any of them
in connection with the matters to which this Agreement relates.
13. Any notice, request, instruction or other document to be given
hereunder by either party hereto to the other shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, as set
forth below:
Principal Underwriter's Agreement
September 17, 1998
Page 4
If to SAFECO Life: President
SAFECO Life Insurance Company
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to PRINCIPAL UNDERWRITER: President
SAFECO Securities, Inc.
SAFECO Plaza
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14. This Agreement embodies the entire Agreement between PRINCIPAL
UNDERWRITER and SAFECO Life with respect to the principal underwriting services
to be provided by PRINCIPAL UNDERWRITER to SAFECO Life and the Separate Account
and supersedes any prior written or oral agreement between the parties. The
parties acknowledge that certain administrative responsibilities and obligations
in connection with the offer and sale of the Policies are stated in the
Administrative Services Agreement by and among SAFECO Life, PRINCIPAL
UNDERWRITER, and PNMR Securities, Inc. dated April 29, 1994. In the event that
either party should be required to take legal action in order to enforce its
rights under this Agreement, the prevailing party in any such action or
proceeding shall be entitled to recover from the other party costs and
reasonable attorneys' fees.
15. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument. PRINCIPAL UNDERWRITER
acknowledges that the rights and obligations of the Separate Account are
separate and distinct from those of any and all other Separate Accounts.
16. This Agreement shall be construed in accordance with and governed by
laws of the State of Washington.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed by their duly authorized officers and under their duly authorized
officers and under their respective seals as of the day and year first above
written.
SAFECO LIFE INSURANCE COMPANY SAFECO SECURITIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President Title: Vice President and Controller
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