As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 33-33419
811-6130
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
F O R M N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 10
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 12
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
(Exact Name of Registrant)
FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)
95 Wall Street, New York, New York 10005
(Address of Depositor's Principal Executive Offices)
(212) 858-8200
(Depositor's Telephone Number, including Area Code)
Richard H. Gaebler, President
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street
New York, New York 10005
(Name and Address of Agent For Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
It is proposed that this filing will become effective on May 20, 1997 pursuant
to paragraph (b) of Rule 485.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of securities under the
Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for its fiscal year
ending December 31, 1996 on February 26, 1997.
<PAGE>
The sole purpose of this Post-Effective Amendment No. 10 is to electronically
file certain exhibits previously filed with the Commission in paper format.
Parts A and B of this Post-Effective Amendment No. 10 have been filed with the
Commission on April 28, 1997 in Registrant's Post-Effective Amendment No. 9
(File No. 33-33419).
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
PART C: OTHER INFORMATION
ITEM 24. Financial Statement and Exhibits
(a) Financial Statements:
The financial statements for the period ending
December 31, 1997 for First Investors Life Insurance Company
and First Investors Life Variable Annuity Fund C are included
in Part B, except Condensed Financial Information on
Accumulation Unit Values, which is included in Part A.
(b) Exhibits:
1. Resolution of the Board of Directors of First
Investors Life Insurance Company creating
Separate Account C
2. Safekeeping Agreement between First Investors Life
Insurance Company and United States Trust
Company of New York
3. Distribution Contracts:
(a) Underwriting Agreement between First Investors
Life Insurance Company and First Investors
Corporation
(b) Specimen Variable Annuity Dealer Agreement
between First Investors Corporation and
dealers
(c) Specimen Registered Representatives Agreement
between First Investors Corporation and Registered
Representatives
(d) Schedules of sales commissions
4. Specimen Individual Variable Annuity Contract issued by
First Investors Life Insurance Company for participation
in Separate Account C
5. Form of application used with Individual Variable
Annuity Contracts provided in response to (4) above
6. (a)/1/ Declaration of Intention and Charter of First Investors
Life Insurance Company
(a)/2/ Certificate of Amendment
(a)/3/ Certificate of Amendment
(a)/4/ Certificate of Amendment
(a)/5/ Certificate of Amendment
(b) By-laws of First Investors Life Insurance Company
7. Not applicable
8. Not applicable
9./1/ Opinion of counsel
<PAGE>
10. (a)/2/ Consent of Independent Public Accountants
(b) Powers of Attorney
(c) Exemptive Order
11. Not applicable
12. Not applicable
13./2/ Performance Calculations
14. Not applicable
- ----------
/1/ Incorporated by reference from Registrant's Rule 24f-2 Notice for its
fiscal year ending December 31, 1996 filed on February 26, 1997.
/2/ Incorporated by reference from Post-Effective Amendment Registrant's
Registration Statement (File No. 33-33419) filed on April 28, 1997.
ITEM 25. Directors and Officers of First Investors Life Insurance Company
Position and Office
Name and Principal with First Investors
Business Address Life Insurance Company
- ------------------ ----------------------
Lawrence M. Falcon Senior Vice President
95 Wall Street and Comptroller
New York, NY 10005
Richard H. Gaebler President and Director
95 Wall Street
New York, NY 10005
Jay G. Baris Director
919 Third Avenue
New York, NY 10022
William H. Drinkwater First Vice President
95 Wall Street and Chief Actuary
New York, NY 10005
<PAGE>
Name and Principal Position and Office with
Business Address First Investors Corporation
- ------------------ ---------------------------
George V. Ganter Director
95 Wall Street
New York, NY 10005
Glenn O. Head Chairman and Director
95 Wall Street
New York, NY 10005
Glenn T. Dallas Director
21 Eagle Nest Road
Morristown, NJ 07960
Carol Lerner Brown Secretary
95 Wall Street
New York, NY 10005
Jackson Ream Director
NCNB Texas National Bank
P.O. Box 225961
Dallas, TX 75265
Nelson Schaenen Jr. Director
Weiss, Peck & Greer
One New York Plaza
New York, NY 10004
Robert J. Grosso Director
95 Wall Street
New York, NY 10005
John T. Sullivan Director
95 Wall Street
New York, NY 10005
Kathryn S. Head Director
581 Main Street
Woodbridge, NJ 07049
Ada M. Suchow Vice President
95 Wall Street
New York, NY 10005
William M. Lipkus Chief Accounting Officer
95 Wall Street
New York, NY 10005
<PAGE>
ITEM 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant
There are no persons directly or indirectly controlled by or under common
control with the Registrant. Set forth below are all persons controlled by or
under common control with First Investors Life Insurance Company:
Route 33 Realty Corporation (New Jersey). Ownership: 100% by First
Investors Life Insurance Company; Principal Business: Real Estate;
Subsidiary of First Investors Life Insurance Company.
First Investors Consolidated Corporation (FICC) (Delaware). Ownership:
Glenn O. Head is the controlling person of the voting stock; Principal
Business: Holding Company; Parent of First Investors Life Insurance
Company.
Administrative Data Management Corp. (New York). Ownership: 100% owned by
FICC; Principal Business: Transfer Agent; Affiliate of First Investors
Life Insurance Company.
Executive Investors Management Company, Inc. (Delaware). Ownership: 100%
owned by FICC; Principal Business: Investment Advisor; Affiliate of First
Investors Life Insurance Company.
First Investors Asset Management Company, Inc. (Delaware). Ownership: 100%
owned by FICC; Principal Business: Investment Advisor; Affiliate of First
Investors Life Insurance Company.
First Investors Corporation (New York). Ownership: 100% owned by FICC;
Principal Business: Broker-Dealer; Affiliate of First Investors Life
Insurance Company.
First Investors Leverage Corporation (New York). Ownership: 100% owned by
FICC; Principal Business: Inactive; Affiliate of First Investors Life
Insurance Company.
First Investors Management Company, Inc. (New York). Ownership: 100% of
voting common stock owned by FICC; Principal Business: Investment Advisor;
Affiliate of First Investors Life Insurance Company.
First Investors Realty Company, Inc. (New Jersey). Ownership: 100% owned
by FICC; Principal Business: Real Estate; Affiliate of First Investors
Life Insurance Company.
First Investors Resources, Inc. (Delaware). Ownership: 100% owned by FICC;
Principal Business: Commodity Pool Operator; Affiliate of First Investors
Life Insurance Company.
Executive Investors Corporation. (Delaware). Ownership: 100% owned by
FICC; Principal Business: Broker-Dealer; Affiliate of First Investors Life
Insurance Company.
First Financial Savings Bank, S.L.A. (FFSB) (New Jersey). Ownership: 100%
owned by FICC, except Directors Qualifying Shares; Principal Business:
Savings and Loan; Affiliate of First Investors Life Insurance Company.
<PAGE>
First Investors Credit Corporation (New Jersey). Ownership: 100% owned by
FFSB; Principal Business: Inactive; Affiliate of First Investors Life
Insurance Company.
N.A.K. Realty Corporation (New Jersey). Ownership: 100% owned by FICC;
Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.
Real Property Development Corporation (New Jersey). Ownership: 100% owned
by FICC; Principal Business: Real Estate; Affiliate of First Investors
Life Insurance Company.
First Investors Credit Funding Corporation (New York). Ownership: 100%
owned by FICC; Principal Business: Sells commercial paper; Affiliate of
First Investors Life Insurance Company.
School Financial Management Services, Inc. (Ohio). Ownership: 100% owned
by FICC; Principal Business: Tuition assistance program; Affiliate of
First Investors Life Insurance Company.
Specialty Insurance Group, Inc. (Delaware). Ownership: 100% owned by FICC;
Principal Business: Insurance broker for specialized lines of insurance
available to school systems; Affiliate of First Investors Life Insurance
Company.
ITEM 27. Number of Contractowners
As of May 2, 1997, the number of owners of variable annuity contracts
offered by First Investors Life Variable Annuity Fund C was 13,053.
ITEM 28. Indemnification
Article XIV of the By-Laws of First Investors Life Insurance Company
provides as follows:
"To the full extent authorized by law and by the Charter, the Corporation
shall and hereby does indemnify any person who shall at any time be made,
or threatened to be made, a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or his intestate is
or
<PAGE>
was a director or officer of the Corporation or served another corporation
in any capacity at the request of the Corporation, provided, that the
notice required by Section 62-a of the Insurance Law of the State of New
York, as now in effect or as amended from time to time, be filed with the
Superintendent of Insurance."
Reference is hereby made to the New York Business Corporation Law, Sections
721 through 725.
The general effect of this Indemnification will be to indemnify any person
made, or threatened to be made, a party to an action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person, or that person's testator or intestate, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorney's fees, actually and necessarily occurred in connection with
the defense or settlement of such action, or in connection with an appeal
therein if such director or officer acted in good faith, for a purpose
reasonably believed by that person to be in, and not opposed to, the best
interests of the corporation and not otherwise knowingly unlawful.
ITEM 29. Principal Underwriters
(a) First Investors Corporation, Underwriter of the Registrant, is
also underwriter for:
First Investors Cash Management Fund, Inc.
First Investors Fund For Income, Inc.
First Investors Series Fund
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.
First Investors Corporation is Sponsor of:
First Investors Single Payment and Periodic Payment Plans I
for Investment in First Investors Global Fund, Inc.
First Investors Single Payment and Periodic Payment Plans II
for Investment in First Investors Global Fund, Inc.
First Investors Single Payment and Periodic Payment Plans
for Investment in First Investors Fund For Income, Inc.
First Investors Single Payment and Periodic Payment Plans
for Investment in First Investors Government Fund, Inc.
First Investors Periodic Payment Plans for Investment in
First Investors High Yield Fund, Inc.
First Investors Single Payment and Periodic Payment Plans
for the Accumulation of Shares of First Investors Global
Fund, Inc.
First Investors Single Payment and Periodic Payment Plans
for Investment in First Investors Insured Tax Exempt
Fund, Inc.
<PAGE>
(b) The following persons are the officers and directors of First
Investors Corporation:
Name and Principal Position and Office with
Business Address First Investors Corporation
- ------------------ ---------------------------
Glenn O. Head Chairman of the Board and Director
95 Wall Street
New York, NY 10005
Lawrence A. Fauci Senior Vice President and Director
95 Wall Street
New York, NY 10005
Kathryn S. Head Vice President, Chief Financial
581 Main Street Officer and Director
Woodbridge, NJ 07095
Joseph I. Benedek Treasurer
581 Main Street
Woodbridge, NJ 07095
Louis Rinaldi Senior Vice President
581 Main Street
Woodbridge, NJ 07095
Jeremiah J. Lyons Director
56 Weston Avenue
Chatham, NJ 07928
Frederick Miller Senior Vice President
581 Main Street
Woodbridge, NJ 07095
Larry R. Lavoie Secretary and General Counsel
95 Wall Street
New York, NY 10005
Marvin M. Hecker President
95 Wall Street
New York, NY 10005
Howard M. Factor Vice President
95 Wall Street
New York, NY 10005
Matthew Smith Vice President
581 Main Street
Woodbridge, NJ 07095
Anne Condon Vice President
581 Main Street
Woodbridge, NJ 07095
Robert J. Murphy Comptroller
581 Main Street
Woodbridge, NJ 07095
<PAGE>
Name and Principal Position and Office with
Business Address First Investors Corporation
- ------------------ ---------------------------
John T. Sullivan Director
95 Wall Street
New York, NY 10005
Jane W. Kruzan Director
232 Adair Street
Decatur, GA 30030
Roger L. Grayson Director
95 Wall Street
New York, NY 10005
Elizabeth Reilly Vice President
581 Main Street
Woodbridge, NJ 07095
(c) Not Applicable
ITEM 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained
pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, are
located at the offices of First Investors Life Insurance Company, 95 Wall
Street, New York, New York 10005.
ITEM 31. Management Services
Not applicable.
ITEM 32. Undertakings
Registrant hereby makes the following undertakings:
(a) An undertaking to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration
statement are never more than 16 months old for so long as
payments under the variable annuity contracts may be accepted;
(b) An undertaking to include either (1) as part of any
application to purchase a contract offered by the prospectus,
a space that an applicant can check to request a Statement of
Additional Information or (2) a post card or similar written
communication affixed to or included in the prospectus that
the applicant can remove to send for a Statement of Additional
Information;
(c) An undertaking to deliver any Statement of Additional
Information and any financial statements required to be made
available under this Form promptly upon written or oral
request.
<PAGE>
(d) Representation Regarding Reasonableness of Aggregate Contract
Fees and Charges Pursuant to Section 26(a)(e)(2)(A) of the
Investment Company Act of 1940
(e) First Investors Life represents that the fees and charges
deducted under the Contracts described in this Registration
Statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and
the risks assumed by First Investors Life under the Contracts.
First Investors Life bases its representations on its
assessment of all of the facts and circumstances, including
such relevant factors as: the nature and extent of such
services, expenses and risks; the need for First Investors
Life to earn a profit; and the regulatory standards for
exemptive relief under the Investment Company Act of 1940 used
prior to October 1996, including the range of industry
practice.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant represents that this Amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, and has duly caused this Post-Effective Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
16th day of April, 1997.
FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND C
(Registrant)
By /s/ Richard H. Gaebler
----------------------
Richard H. Gaebler, President
First Investors Life Insurance
Company
FIRST INVESTORS LIFE INSURANCE
COMPANY
(Depositor)
By /s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President
As required by the Securities Act of 1933, this Amendment to this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Richard H. Gaebler President and Director May 16, 1997
- ----------------------
Richard H. Gaebler
/s/ Lawrence M. Falcon Senior Vice President May 16, 1997
- ---------------------- and Comptroller
Lawrence M. Falcon
Glenn O. Head* Chairman and Director May 16, 1997
Jay G. Baris* Director May 16, 1997
George V. Ganter* Director May 16, 1997
Robert J. Grosso* Director May 16, 1997
Scott Hodes* Director May 16, 1997
Jackson Ream* Director May 16, 1997
Nelson Schaenen Jr.* Director May 16, 1997
John T. Sullivan* Director May 16, 1997
Kathryn S. Head* Director May 16, 1997
Glenn T. Dallas* Director May 16, 1997
* By: /s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
Attorney-In-Fact
Pursuant to Power of
Attorney previously filed
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- -------- -----------
99.N4.1 Board resolution creating Separate Account C
99.N4.2 Safekeeping Agreement
99.N4.3A Underwriting Agreement
99.N4.3B Specimen Variable Annuity Dealer Agreement
99.N4.4 Specimen Individual Variable Annuity Contract
99.N4.5 Form of application
99.N4.6A.1 Declaration of Intention and Charter of FIL
99.N4.6A.2 Certificate of Amendment
99.N4.6A.3 Certificate of Amendment
99.N4.6A.4 Certificate of Amendment
99.N4.6A.5 Certificate of Amendment
99.N4.6B By-Laws
99.N4.10B Powers of Attorney
99.N4.10C Exemptive Order
FIRST INVESTORS LIFE INSURANCE COMPANY
RESOLUTIONS OF EXECUTIVE COMMITTEE OF BOARD OF DIRECTORS
DECEMBER 21, 1989
RESOLVED, that in accordance with the "General Plan of Operations for
Separate Account C" filed with the New York State Insurance Department, First
Investors Life Insurance Company shall establish Separate Account C for the
purpose of funding non-qualified retirement programs and deferred compensation
plans for individuals through the issuance of Variable Annuity Contracts.
RESOLVED, that the President is directed to do all things necessary or
proper, in his discretion or judgement, to enable this Corporation to offer said
Variable Annuity Contracts including, but without limiting the generality of
such directions or authority, the filing of a registration statement and
amendments thereto with the Securities and Exchange Commission; the filing of
any necessary documents with the securities bureaus and insurance departments of
the various states and the taking of all other action required by the laws of
the United States or of the various states; the issuing of any preliminary and
final prospectus; and the payment of all fees, costs, and expenses incidental
thereto.
FURTHER RESOLVED, that the Chairman or President is hereby authorized
to execute this investment transaction.
First Investors Life Insurance Company
120 Wall Street
New York, New York 10005
December 13, 1979
Re: First Investors Life Variable Annuity Fund
Safekeeping Agreement
Gentlemen:
This letter will confirm our agreement with respect to our designation
of the United States Trust Company of New York, 45 Wall Street, New York, N.Y.
10005, as the safekeeping agent for the securities and similar investments of
First Investors Life Variable Annuity Fund (the "Separate Account").
The United States Trust Company of New York has been duly designated
and appointed by the Board of Directors of First Investors Life Insurance
Company ("First Investors"), the Depositor for the Separate Account, as the
safekeeping agent for the Separate Account's issued securities and similar
investments pursuant to the Investment Company Act of 1940 and the rules and
regulations of the Securities and Exchange Commission thereunder and securities
purchased by First Investors pursuant to the maintenance of the Separate
Account.
The securities and similar investments of the Separate Account shall be
deposited in the safekeeping of, or in a vault or other depository maintained by
the Bank, and the securities and similar investments so deposited shall be
physically segregated at all times from those of any other persons, firms or
corporation.
Any two of the following officers of First Investors are authorized and
permitted to have access to the securities and similar investments so deposited,
and such access to such securities and similar investments so deposited shall be
had by two or more such persons jointly, in conjunction with authorized Bank
employees.
Name Title Signature
- ---- ----- ---------
Richard H. Gaebler, President /s/ Richard H. Gaebler
Richard E. Scanlan, Vice President /s/ Richard E. Scanlan
Lawrence M. Falcon, Comptroller /s/ Lawrence M. Falcon
<PAGE>
Access to such securities and similar investments shall be permitted to
the properly authorized officers and employees of the Bank. Access to such
securities and similar investments shall also be permitted, jointly with any two
of the above designated officers of First Investors and with an authorized
employee of the Bank, to an independent public accountant for the purpose of the
examination of First Investors securities and similar investments required by
the rules and regulations of the Securities and Exchange Commission. Such
designation shall be signed by one of the above officers of First Investors.
Such securities and similar investments shall at all times be subject
to inspection by the Securities and Exchange Commission through its authorized
employees or agents, accompanied by one or more of the officers or employees of
the Bank and, unless otherwise directed by order of the Commission, by one or
more of the designated officers of First Investors.
Each person when depositing such securities or similar investments in,
or withdrawing such from the Bank, or when ordering their withdrawal or delivery
from the safekeeping of the Bank, shall sign a notation in duplicate in respect
to such deposit, withdrawal or order which shall show (1) the date and time of
deposit, withdrawal or order (2) the title and amount of the securities or
similar investments deposited, withdrawn or ordered to be withdrawn, and an
identification thereof by a certificate number or otherwise, (3) the manner of
acquisition of the securities or similar investments deposited, or the purpose
for which they have been withdrawn or order to be withdrawn and (4) if withdrawn
and delivered to any other person, the name of such person. A copy of such
notation shall be transmitted promptly by the Bank to the President of First
Investors. Such notation shall be on serially-numbered forms and shall be
preserved for at least one year.
Such securities and similar investments shall be verified by complete
examination of an independent public accountant designated in writing by First
Investors at least once during each fiscal year. Such designation shall be
signed by one of the officers above named.
The Secretary and the President of First Investors and each of them,
have been authorized and directed to certify to the Bank that resolutions
incorporating the terms of this agreement, copies of which are attached, have
been duly adopted, and to further certify the names and specimen signatures of
the officers of First Investors referred to herein.
First Investors undertakes to notify the Bank of any change in the
names and signatures of the Officers of the Corporation designated above, and
until the Bank actually receives such
-2-
<PAGE>
notice it shall be entitled to rely on the designations herein set forth.
The Bank shall have no responsibility for any failure of the
representatives of First Investors or of the foregoing public accountants to
make examination of securities or for any loss, damage or expense suffered or
sustained by First Investors by reason of the acts or neglect of said persons
arising out of or in connection with their access to said examination of the
securities. All securities shall be registered in the name of First Investors or
in the name of a Separate Account.
With respect to the securities and other property held at any time in
safekeeping hereunder, the Bank is hereby authorized:
1. To pay and charge to First Investor's account in accordance with its
instructions the amount of the purchase price of securities purchased by First
Investors for deposit with the Bank upon delivery of such securities. Such
instructions shall specify the name of the issuer of the securities and a
description thereof, the number of shares or principal amount purchased and any
accrued interest or charges, the purchase price per unit and the name and
address of the party to whom payment is to be made.
2. To release, assign and deliver securities held in the custody
account in accordance with written instructions of First Investors specifying
the quantity and describing the securities to be delivered, to whom delivery
shall be made and the amount of the sales or redemption price to be received
upon such delivery. Delivery shall be made against receipt by the Bank of a
check of the specified recipient of such securities. Unless otherwise instructed
by First Investors, such check shall be certified by the bank, trust company,
national bank or other banking institution on which drawn, or shall be a
cashier's or treasurer's check or draft of any bank, trust company, national
bank or other banking institution. The Bank shall not be liable for the monies
called for or represented by any such check or draft until actually received.
3. To charge the account of First Investors for all expenses, taxes or
other charges or liabilities incurred by the Bank in connection with this
custodian account and First Investors hereby agrees to indemnify the Bank
against liability for all such items.
The Bank shall give First Investors a written advice or confirmation
concerning all sales, purchases or other disposal of securities in the custody
account.
The Bank shall be paid and may draw upon the account of First Investors
after proper notice of such compensation and
-3-
<PAGE>
reimbursement for all necessary and proper disbursements and expenses made or
incurred by the Bank in carrying out the foregoing duties at such times as the
parties may have agreed upon.
The Bank will be responsible for the performance of only such duties as
are set forth herein or contained in express instructions given to the Bank. The
Bank will use the same care with respect to the safekeeping of property in the
custody account as it uses in respect of its own similar property but it need
not maintain any insurance for the benefit of First Investors. All collections
of funds or other property paid or distributed in respect of property in the
custody account shall be made at the risk of First Investors. The Bank will not
be responsible for any act or omission, or for the solvency, of any broker or
agent selected by First Investors to effect any transaction for its custody
account. First Investors warrants its authority to deposit in the custody
account any property received by the Bank therefor and to give instructions
relative thereto.
The Bank shall not be liable for any action taken in good faith
pursuant to this agreement nor upon written instruction or Secretary's
Certificate of First Investors, and shall be fully protected in relying upon the
genuineness and legality of any such document which the Bank may in good faith
believe to be validly executed. The Bank shall have no responsibility for the
genuineness or validity of any instrument or other item deposited with you.
It is agreed that the Bank's duties under this agreement are only such
as are herein specifically provided, being purely ministerial in nature. First
Investors covenants and agrees to indemnify and hold the Bank harmless from all
taxes, charges, expenses, loss, damage, assessments, claims and liabilities,
including the cost and expense of defending itself against any claim, whether
valid or not, incurred or assessed against the Bank in connection with the
performance of this agreement, except such as may arise from the Bank's active
negligence, bad faith or willful misconduct.
The Bank shall not be required to defend any action or legal
proceedings which may be instituted against it in respect of the subject matter
of this agreement unless requested to do so by First Investors and indemnified
to the Bank's satisfaction against the cost and expense of such defense. The
Bank shall not be required to institute legal proceedings of any kind. In the
event that adverse or conflicting claims are made with respect to the funds or
property deposited hereunder, the Bank may refuse to comply with any demands
made upon it with respect thereto until such claims are resolved by mutual
agreement or fully disposed of in appropriate legal proceedings, and in so doing
the Bank shall
-4-
<PAGE>
not incur any liability to any party or person interested in the subject matter
of this agreement.
Nothing in this agreement shall be construed to give any third party
any rights against the Bank or to make the Bank a trustee, its liability as
custodian under this agreement being that of a bailee for hire.
The Bank shall be entitled as to any question arising in connection
with its duties under this agreement to receive and act upon advice of counsel
selected in good faith and with reasonable care (who may be First Investors
counsel) at First Investors' expense and shall be without liability for any
action taken or thing done in good faith in reliance upon such advice.
This agreement may be terminated by either party on sixty (60) days
written notice, except that if First Investors represents that in good faith it
has been unable to obtain the services of a successor safekeeping agent during
such time, the Bank agrees to continue to serve for up to an additional sixty
(60) days. Upon First Investors' written instructions the Bank will deliver to a
successor safekeeping agent at the Bank's office all securities held in
safekeeping and First Investors agrees to pay the Bank's reasonable expenses in
connection with such termination.
Any notice of other instrument in writing for which provision is made
in this agreement shall be sufficiently given if addressed to the party to whom
such notice is intended to be proven, and mailed or delivered to its office as
follows:
To: United States Trust Company of New York
45 Wall Street
New York, New York 10005
Attention: Custody Division
To: First Investors Life Insurance Company
120 Wall Street
New York, New York 10005
-5-
<PAGE>
This agreement shall be interpreted and governed by the laws of the
State of New York and shall extend to and be binding upon the parties hereto and
their respective successors and assigns, provided however that this agreement
shall not be assignable by either party without the written consent of the
other.
Very truly yours,
FIRST INVESTORS LIFE INSURANCE
COMPANY
By:/s/ Richard H. Gaebler
Accepted this 13th day of December, 1979.
UNITED STATES TRUST COMPANY OF
NEW YORK
By: illegible
UNDERWRITING AGREEMENT
This agreement made this 30th day of January, 1990, by and between
FIRST INVESTORS LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); First
Investors Life Variable Annuity Fund C (hereinafter referred to as the "Separate
Account") which is registered as a unit investment trust under the Investment
Company Act of 1940, as amended, and FIRST INVESTORS CORPORATION (hereinafter
referred to as the "Underwriter").
Witnesseth:
FIL and the Separate Account invite the Underwriter to form a selling
group of broker/dealers to distribute the Variable Annuity Contracts issued by
FIL and the Separate Account (hereinafter referred to as the "selling group")
and each broker/dealer joining such selling group (hereinafter referred to as a
"member") shall do so pursuant to an effective dealer agreement with the
Underwriter containing the following terms and conditions applicable to such
selling group members and which ought to be included therein to make such terms
and conditions enforceable against such members by FIL, the Separate Account and
the Underwriter:
1. All applications for Variable Annuity Contracts shall be made
on application forms supplied by FIL and all initial payments
collected shall be remitted in full together with such
application forms, signed by the applicants, directly to the
executive office of FIL at 120 Wall Street, New York, N.Y.
10005. Checks or money orders in payment thereof shall be
drawn to the order of "First Investors Life Insurance
Company". Payments shall not be considered as received until
the application has been accepted by FIL, except at the
direction and risk of the applicant. After the initial payment
has been made and the Variable Annuity Contract has been
issued, the contract owner or participant shall make all, if
any, future payments directly to FIL at such address as it may
from time to time designate.
2. Applications shall be processed by FIL at the public offering
price then in effect as described in the current Variable
Annuity Contract prospectus. All applications are subject to
acceptance or rejection by the FIL at its sole discretion.
3. When and so long as requested by the Underwriter, subject to
the limitation that total commissions and concessions cannot
exceed the percentages shown in Table A, FIL will make payment
of concessions (commissions for members) directly to members
with respect to the sale of Variable Annuity Contracts as
directed by the Underwriter from time to time. Subject to the
foregoing, FIL will make payment of the commissions for all
Variable Annuity Contract premiums to the Underwriter as set
forth in Table A attached, as consideration for the
Underwriter's undertaking to assume, among other things, all
costs associated with the distribution of the Variable Annuity
Contracts, including sales literature and mutual fund
prospectuses, but not including the Variable Annuity Contract
prospectuses, Variable Annuity registration statements or
Variable Annuity
<PAGE>
registration fees nor the Separate Account registration
statements, reports and fees, nor any costs directly incurred
by FIL or its employees in aiding the Underwriter in such
distribution efforts. As required by Federal Securities Laws
and regulations, all sales literature must be first submitted
by the Underwriter for clearance with the appropriate
regulatory authorities. Further, as required by State
Insurance laws and regulations, all sales literature must be
first submitted by FIL for prior clearance with the
appropriate regulatory authorities. FIL and the Underwriter
will cooperate in the development of such literature, as
requested. No sales literature will be used unless both FIL
and the Underwriter have given it prior approval.
4. In accepting this invitation, the Underwriter agrees:
(a) That members will be made to understand that all
applications and/or considerations for Variable
Annuity Contracts are to be transmitted promptly to
FIL at the appropriate address.
(b) That all members will be made to understand that they
are to distribute the Variable Annuity Contracts only
in those jurisdictions in which such respective
Variable Annuity Contracts are registered or
qualified for sale or only through those member
Registered Representatives who are fully licensed
with FIL to sell Variable Annuity Contracts in the
jurisdictions involved.
5. Any party shall have the right to cancel this agreement after
a period of three years (commencing on the date the first
Variable Annuity Contract is offered for sale). The signing of
this agreement does not make it incumbent upon FIL to license
any particular member's Registered Representative as a
salesman of Variable Annuity Contracts. All matters dealing
with the licensing of one of a member's Registered
Representatives under any applicable state insurance law shall
be a matter handled directly by the member and the Registered
Representative involved; but FIL must be furnished proof of
licensing before commission payments may be made.
6. No person is authorized to make any representations concerning
the Variable Annuity Contracts except those contained in the
prospectus for the Variable Annuity Contracts and any such
information as may be released by FIL or the Underwriter as
information supplemental to such prospectus. Additional costs
of any prospectus and any printed information issued as
supplemental to such prospectus shall be supplied by FIL to
the Underwriter for members of the selling group in reasonable
quantities upon request, or where appropriate, directly to the
member's Registered Representative.
<PAGE>
7. Any notice shall be deemed to have been given if mailed to the
Underwriter's address as registered from time to time with the
National Association of Securities Dealers, Inc. Notice is
deemed given to FIL if mailed to its executive office address.
8. FIL and the Underwriter shall each comply with all applicable
Federal and State laws, rules and regulations. Further, the
Underwriter will by agreement arrange for each member of the
selling group to do the same.
9. FIL agrees to indemnify and hold harmless the Underwriter
and/or any member and each person, if any, who controls the
Underwriter or any member, their agents and employees, against
any and all loss, liability, claims, damage, and expenses
whatsoever reasonably incurred in investigating or defending
against any litigation commenced or threatened or any claim
whatsoever arising out of any untrue or alleged untrue
statement of a material fact contained in the prospectus,
registration statement, in any sales material prepared by FIL
or supplied to any member through the Underwriter by FIL or in
any application ("application") filed in any state in order to
qualify the same for sale or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
10. The Underwriter agrees and by agreement will arrange for each
member of the selling group to indemnify and hold harmless FIL
and each person, if any, who controls FIL, its agents,
subsidiaries and employees, against any and all loss,
liability, claims, damage, and expense whatsoever (including
but not limited to any and all expenses whatsoever reasonably
incurred in investigating or defending against any litigation
commenced or threatened or any claim (whatsoever) arising out
of any untrue or alleged untrue statement or representation
made (except as such statements may be made in reliance on the
prospectus, registration statement and sales material supplied
by FIL), the failure to deliver a currently effective
prospectus, or the use of any unauthorized sales literature by
the Underwriter or any member, and their employees, in
connection with the sale of the subject Variable Annuity
Contracts.
11. Nothing herein contained shall require FIL or the Underwriter
or any member to take any action contrary to any provision of
their charters or to any applicable statute or regulation.
12. This Agreement shall become effective as of the date hereof
and shall continue in force and effect from year to year
thereafter; provided, however, this Agreement shall terminate
in the event of its "assignment" as such term is defined in
the Investment Company Act of 1940, as amended.
13. This Agreement shall be construed in accordance with the laws
of the State of New York.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.
FIRST INVESTORS CORPORATION FIRST INVESTORS LIFE INSURANCE
COMPANY
By /s/ David D. Grayson By /s/ Richard H. Gaebler
-------------------- ------------------
President President
FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND A
By First Investors Life
Insurance Company, Depositor
By /s/ Larry M. Falcon
Vice President
<PAGE>
TABLE A
UNDERWRITER COMMISSIONS
Kind of Policy Total
Commission
Individual Single payment:
Less than $25,000.................................. 7.25%
$25,000 but less than $50,000...................... 6.25%
$50,000 but less than $100,000..................... 4.75%
$100,000 but less than $250,000.................... 3.50%
$250,000 but less than $500,000.................... 2.50%
$500,000 but less than $1,000,000.................. 2.00%
$1,000,000 and over................................ 1.50%
VARIABLE ANNUITY DEALER AGREEMENT
---------------------------------
First Investors Corporation (the "Underwriter") and
__________________________________________ (the "Dealer") enter this agreement
this ________ day of April, 1997, for the purpose of authorizing the Dealer to
offer and sell variable annuity contracts (the "Contracts") issued by First
Investors Life Insurance Company and its Separate Account D, (which Separate
Account and First Investors Life Insurance Company hereinafter referred to as
the "Issuer") through the Underwriter, subject to the following provisions:
1. The Issuer is engaged in the issuance of the Contracts pursuant to
Federal securities laws and the insurance laws of those states in
which the Contracts have been qualified for sale. The Contracts
are considered securities under the Securities Act of 1933,
therefore, distribution of the Contracts is made through the
Underwriter, a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc, ("NASD"). The authorization for the offer
and sale of the Contracts provided by this agreement is subject to
all provisions of the Underwriting Agreement between the
Underwriter and the Issuer.
2. The Dealer certifies that it is a registered broker-dealer under
the Securities Exchange Act of 1934 and a member of the NASD. The
dealer agrees to abide by all rules and regulations of the NASD,
including its Rules of Fair Practice, and to comply with all
applicable state and Federal laws and the rules and regulations of
authorized regulatory agencies affecting the sale of the
Contracts.
3. The Dealer will select persons associated with it who are to be
trained and qualified as agents to solicit applications for the
Contracts in conformance with applicable state and Federal laws.
Agents so trained and qualified will be registered representatives
of the Dealer in accordance with the rules of the NASD and agents
of the Issuer in accordance with the insurance laws of such
jurisdictions as the Issuer may designate. The Dealer will notify
the Issuer when one of his agents and registered representatives
is fully licensed to sell Contracts. Such agents and registered
representatives are to distribute the Contracts only in those
jurisdictions in which the Contracts are qualified for sale.
4. The Dealer and the agent shall enter into an agreement before
Contract sales are made in which the agent shall represent that he
is or will become a registered representative of the Dealer in
connection with the sale of the Contracts, that such activities
will be under the supervision and control of the Dealer and that
the agent's right to sell the Contracts is subject to his
continued compliance with such agreement and the rules and
procedures which may be established by the Dealer, Underwriter or
the Issuer.
<PAGE>
5. All applications for Contracts shall be made on application forms
supplied by the Issuer and all initial payments collected shall be
remitted in full together with such application forms, signed by
the applicants, directly to the executive office of the Issuer at
95 Wall Street, New York, N.Y. 10005. Checks or money orders in
payment thereof shall be drawn to the order of First Investors
Life Insurance Company. Payments shall not be considered as
received until the application has been accepted by the Issuer,
except at the direction and risk of the applicant. After the
initial payment has been made and the Contract has been issued,
the contractowner or participant shall make all, if any, future
payments directly to First Investors Life Insurance Company, 95
Wall Street, New York, N.Y. 10005 or at such other address as it
may from time to time designate.
6. The Dealer will offer and sell the Contracts only in accordance
with the terms and conditions of the then-current prospectus
applicable to the Contracts and will make no representations not
included in the prospectus or in any authorized supplemental
material supplied by the Underwriter and the Issuer. The Dealer
shall not use or permit the agents to use advertising media with
regard to the Contracts and shall not use printed materials other
than those supplied or approved by the Underwriter and the Issuer.
Additional copies of any prospectus and any printed information
issued as supplemental to such prospectus shall be supplied to the
Dealer in reasonable quantities upon request.
7. All applications are subject to acceptance or rejection by the
Issuer at its sole discretion. The Issuer will make payment of
concessions directly to the Dealer with respect to the sale of
Contracts as set forth in Table A attached.
8. As required by Federal Securities laws and regulations, all sales
literature must be first submitted by the Underwriter for prior
clearance with the appropriate regulatory authorities. Further, as
required by State insurance laws and regulations, all sales
literature must be first submitted by the Issuer, for prior
clearance with the appropriate regulatory authorities. No sales
literature will be used unless both the Issuer and the Underwriter
have given it prior approval.
9. The Dealer's registered representatives will be made to understand
that all applications and/or considerations for Contracts are to
be transmitted promptly to the Issuer at the appropriate address.
10. The signing of this agreement does not make it incumbent upon the
Issuer to license any particular Dealer's registered
representative as a salesman of Contracts. All matters dealing
with the licensing of one of the Dealer's registered
representatives under any applicable state insurance law shall be
a matter handled directly by the Dealer and the registered
representative
<PAGE>
involved; but the Issuer must be furnished proof of licensing
before commission payments may be made.
11. Any notice shall be deemed to have been given if mailed to the
Underwriter's address or the Dealer's address as registered from
time to time with the National Association of Securities Dealers,
Inc. Notice is deemed given to the Issuer if mailed to its
executive office address at 95 Wall Street, New York, N.Y.
10005.
12. The Dealer understands and agrees that if performing the services
covered by this agreement, it is acting in the capacity of an
independent contractor and not an agent or employee of either the
Underwriter or Issuer and that no party to this agreement shall be
liable for any obligation, act or omission of the other.
13. The Issuer has agreed with the Underwriter to indemnify and hold
harmless the Underwriter and the Dealer and each person, if any,
who controls the Underwriter or the Dealer, their agents and
employees, against any and all loss, liability, claims, damage,
and expenses whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating or
defending against any litigation commenced or threatened or any
claim whatsoever) arising out of any untrue or alleged untrue
statement of a material fact contained in the prospectus,
registration statement, in any sales material prepared by the
Issuer or supplied to the Dealer through the Underwriter by the
Issuer or in any application filed in any state in order to
qualify the same for sale or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
14. The Dealer will indemnify and hold harmless the Issuer or the
Underwriter and each person, if any, who controls the Issuer or
the Underwriter, their agents, subsidiaries and employees, against
any and all loss, liability, claims, damage, and expenses
whatsoever (including but not limited to any and all expenses
whatsoever reasonably incurred in investigating or defending
against any litigation commenced or threatened or any claim
whatsoever) arising out of any untrue or alleged untrue statement
or representation made (except as such statements may be made in
reliance on the prospectus, registration statement and sales
material supplied by the Issuer or the Underwriter), the failure
to deliver a currently effective prospectus, or the use of any
unauthorized sales literature by the Dealer, and its employees, in
connection with the sale of the Contracts.
15. This agreement may not be assigned except by mutual consent and
shall continue for a period of one year and from year to year
thereafter, subject to termination by any party upon 60 days prior
written notice to the other parties,
<PAGE>
except that in the event the Dealer shall cease to be a registered
broker-dealer or a member of NASD, this agreement shall
immediately terminate.
16. Failure of any party to terminate this agreement for any of the
causes set forth in this agreement shall not constitute a waiver
of the right to terminate this agreement at a later time for any
such causes.
17. Within a reasonable time after execution of this agreement, the
Underwriter reserves the right to draw a report concerning the
Dealer from a qualified agency, which report must be to the
satisfaction of the Underwriter. In the event that the report
proves unsatisfactory, this agreement shall be canceled effective
upon receipt by the Dealer of notification to this effect.
18. This agreement shall be construed in accordance with the laws of
the State of New York.
FIRST INVESTORS CORPORATION
By: _____________________________________
_____________________________________
Dealer
By: _____________________________________
<PAGE>
TABLE A
DEALER CONCESSIONS
Kind of Policy Dealer Concessions
-------------- ------------------
Individual Single payment:
Less than $25,000............................... %
$25,000 but less than $50,000.................. %
$50,000 but less than $100,000................. %
$100,000 but less than $250,000................ %
$250,000 but less than $500,000................ %
$500,000 but less than $1,000,000.............. %
$1,000,000 and over............................ %
VARIABLE ANNUITY CONTRACT CONTRACT NUMBER
Single Payment Deferred Variable Annuity Annuitant JOHN DOE
With Additional Purchase Payment Option Date of Issue OCTOBER 21, 1995
Accumulation of Values on a Variable Basis Issue Age 20
Annuity Payment Options on Variable or
Fixed Basis Purchase Payment $10,000.00
Non-Participating Maturity Date NOVEMBER 1, 2060
FIRST INVESTORS LIFE INSURANCE COMPANY
First Investors Life agrees to pay the benefits and other rights described in
this contract in accord with the terms of this contract.
Signed for First Investors Life Insurance Company at its Home Office in New
York, New York.
/s/ Richard H. Gaebler
Richard H. Gaebler, President
/s/ Carol R. Lerner
Carol Lerner, Secretary
10-DAY RIGHT TO EXAMINE CONTRACT
During a period of 10 days from the date this Contract is delivered to the
Owner, it may be surrendered to the Company together with a written request for
cancellation of the Contract and, in such event, the Company will pay to the
Owner an amount equal to the sum of (i) the difference between the Single
Purchase Payment made under this Contract and the Net Single Purchase Payment
applied under this Contract and (ii) the Accumulated Value of this Contract on
the date of surrender.
THE ANNUAL INVESTMENT RETURN REQUIRED TO MAINTAIN LEVEL VARIABLE ANNUITY
PAYMENTS IS 4.25% (AFTER ANY APPLICABLE TAXES, BUT BEFORE ASSET CHARGES TOTALING
.75% FOR MORTALITY AND EXPENSE RISKS AND MANAGEMENT FEES WHICH WILL NOT EXCEED
.75% OF NET ASSETS OF MUTUAL FUND IN WHICH SEPARATE ACCOUNT ASSETS ARE
INVESTED). ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN
BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE
<PAGE>
ALPHABETICAL GUIDE
PAGE
ACCUMULATION UNITS................................................. 5
ACCUMULATION UNIT VALUE............................................ 6
ADDITIONAL PURCHASE PAYMENT........................................ 5
ADJUSTMENT OF MONTHLY PAYMENT...................................... 7
ALLOCATION OF ANNUITY.............................................. 6
AMOUNT OF FIRST ANNUITY PAYMENT.................................... 6
ANNUITY TABLES..................................................... 9
ANNUITY UNIT VALUE................................................. 6
ASSIGNMENT......................................................... 4
BENEFICIARY CHANGE................................................. 8
BENEFICIARY DESIGNATION............................................ 8
CHANGE OF CONTRACT................................................. 5
CHARGES AGAINST THE SEPARATE ACCOUNT............................... 5
CHOICE OF ANNUITY OPTION........................................... 6
CLAIMS OF CREDITORS................................................ 5
CONTRACT........................................................... 4
CONTROL............................................................ 4
DEATH OF ANNUITANT................................................. 7
DEATH OF BENEFICIARY............................................... 8
DEFINITIONS........................................................ 4
ELECTION OF ANNUITY OPTIONS........................................ 7
FIXED ANNUITY...................................................... 7
INCONTESTABILITY................................................... 4
INVESTMENTS OF THE SEPARATE ACCOUNT................................ 5
MATURITY DATE...................................................... 6
MISSTATEMENT OF AGE OR SEX......................................... 4
MORE FAVORABLE PAYMENT OPTION...................................... 7
NET ADDITIONAL PURCHASE PAYMENT.................................... 5
NET INVESTMENT FACTOR.............................................. 6
NET SINGLE PURCHASE PAYMENT ....................................... 5
NONPARTICIPATING................................................... 5
OWNERSHIP OF THE ASSETS............................................ 4
PROOF OF AGE....................................................... 5
PROOF OF SURVIVAL.................................................. 5
REPORTS............................................................ 5
SEPARATE ACCOUNT - GENERAL......................................... 5
SETTLEMENT......................................................... 5
SINGLE PURCHASE PAYMENT............................................ 5
SURRENDER OPTION................................................... 7
VALUATION OF ASSETS................................................ 6
VARIABLE ANNUITY................................................... 6
VOTING RIGHTS...................................................... 4
WITHDRAWAL OPTION.................................................. 8
POLICY PROVISIONS
PAGE
GENERAL PROVISIONS................................................. 4
PURCHASE PAYMENTS.................................................. 5
SEPARATE ACCOUNT................................................... 5
BENEFITS........................................................... 6
BENEFICIARY........................................................ 8
<PAGE>
CONTRACT DATA CONTRACT NUMBER 350000
ANNUITANT JOHN DOE
DATE OF ISSUE OCTOBER 21, 1995
ISSUE AGE 20
PURCHASE PAYMENT $10,000.00
MATURITY DATE NOVEMBER 1, 2060
SEPARATE ACCOUNT
FIRST INVESTORS LIFE SEPARATE ACCOUNT C
MUTUAL FUND
FIRST INVESTORS LIFE SERIES FUND
NET PURCHASE PAYMENT WILL BE ALLOCATED AS FOLLOWS:
25% to High Yield Series
25% to Discovery Series
25% to Growth Series
25% to Blue Chip Series
NET PAYMENT FACTOR
0.9300
UNIT EFFECTIVE DATE
OCTOBER 16, 1990
OWNER
ANNUITANT
BENEFICIARY DESIGNATION
REFER TO ENCLOSED APPLICATION
<PAGE>
GENERAL PROVISIONS
1. DEFINITIONS
As used in this Contract, the term:
(a) "Separate Account" means the account shown as such on page 3.
(b) "Valuation Date" means any date on which the New York Stock Exchange is
open for trading;
(c) "Valuation Period" means the period starting on the day after any
Valuation Date and ending on the next such Date;
(d) "Accumulation Unit" means a unit used to measure the value of an Owner's
interest in the Separate Account prior to the date on which annuity
payments commence;
(e) "Annuity Unit" means a unit used to determine the amount of each annuity
payment after the first;
(f) "Accumulated Value" means the value of all the Accumulation Units credited
to this Contract;
(g) "Purchase Payment" means an amount paid to the Company under this Contract
as a payment for the benefits described herein;
(h) "Variable Annuity" means an annuity with annuity payments varying in
amount in accordance with the net investment experience of the Separate
Account;
(i) "Fixed-Dollar Annuity" means an annuity with annuity payments which stay
fixed as to dollar amount throughout the payment period;
(j) "Attained Age" of the Annuitant on any date after the Date of Issue means
the age of the Annuitant at issue as shown on page 3 plus the number of
years elapsed from the Date of Issue to such date; and
(k) "Annuity Commencement Date" means the date on which annuity payments are
to commence. Also referred to as "Maturity Date" in this contract.
2. CONTRACT
This Contract, the application, and any riders attached to this Contract
constitute the whole contract. Only the President, a Vice President, the
Secretary, or an Assistant Secretary of the Company has the power, on behalf of
the Company, to change, modify or waive any provisions of this Contract. Any
changes, modifications, or waivers must be in writing. The Company will not be
bound by any promises or representations made by any agent or other person
except as specified above.
<PAGE>
3. CONTROL
Consistent with the terms of any Beneficiary designation and any assignment, the
Owner may, during the lifetime of the Annuitant:
1. assign this Contract or surrender it in whole or in part;
2. amend or change this Contract with the consent of the Company; and
3. exercise any right, receive any benefit, or enjoy any privilege in this
Contract.
The Company reserves the right to require this Contract for endorsement of any
assignment or change.
4. INCONTESTABILITY
This Contract will not be contested.
5. MISSTATEMENT OF AGE OR SEX
If the age or the sex of the Annuitant has been misstated, the benefits in this
Contract will be those which the Net Single Purchase Payment would have bought
for the right age and sex. Any amounts which should have been in the payments
made by the Company before the error was found will be made up right away. Any
excess amounts in the payments made by the Company before the error was found
will be charged against the payments which are due later.
6. ASSIGNMENT
No assignment of this Contract shall be binding on the Company unless it is in
writing and filed with the Company at its Home Office. The Company will assume
no responsibility for the validity or sufficiency of any assignment. Unless
otherwise provided in the assignment, the interest of any assignee, regardless
of when the assignment was made and the assignee shall receive any sum payable
to the extent of his interest.
7. OWNERSHIP OF THE ASSETS
The Company shall have exclusive and absolute ownership and control of its
assets, including all assets in the Separate Account.
8. VOTING RIGHTS
The Owner shall have the right to vote only at the meetings of the Fund.
<PAGE>
Ownership of this Contract shall not entitle any person to vote at any meeting
of shareholders of the Company. Votes attributable to the Contract shall be cast
in conformity with applicable law.
9. REPORTS
At least once each Contract year the Company shall mail a report to the Owner.
The report shall be mailed to the last address known to the Company. The report
shall include a statement of the number of units credited to this Contract and
the dollar value of such units. The information in the report shall be as of a
date not more than two months prior to the date of mailing the report. The
Company shall also mail to the Owner at least once in each Contract year, a
report of the investments held in the Separate Account under this Contract.
10. PROOF OF AGE
Any annuity payment will be subject to proof of age of the payee which the
Company will accept.
11. PROOF OF SURVIVAL
The Company has the right to ask for proof that the person on whom the payment
is based is alive when each payment is due.
12. SETTLEMENT
Any payment by the Company under this Contract is payable at its Home Office.
13. CLAIMS OF CREDITORS
To the extent allowed by law, Proceeds will not be subject to any claims of
creditors.
14. CHANGE OF CONTRACT
The Company keeps the right to change this Contract to meet the requirements of
the Investment Company Act of 1940 or other applicable federal or state laws or
regulations.
15. NONPARTICIPATING
This Contract is nonparticipating. It will not share in the surplus earnings of
the Company.
PURCHASE PAYMENTS
16A. SINGLE PURCHASE PAYMENT
The Single Purchase Payment is due on the Date of Issue; and must be at least
$2,000.
<PAGE>
16B. NET SINGLE PURCHASE PAYMENT
The Net Single Purchase Payment is equal to the Net Payment Factor shown on page
3 times the Single Purchase Payment less premium taxes.
The Company will use the Net Single Purchase Payment on the day it is received
at the Home Office to provide accumulation units, the number of which will be
based on that day's value of such units.
17A. ADDITIONAL PURCHASE PAYMENT OPTION
This is a single payment Policy. But additional purchase payments may be made at
any time at the option of Owner up to the Maturity Date.
17B. NET ADDITIONAL PURCHASE PAYMENT
The Net Additional Purchase Payment is equal to the Net Payment Factor shown on
page 3 times the Additional Purchase Payment less premium taxes.
The Company will use the Net Additional Purchase Payment on the day it is
received at the Home Office to provide accumulation units, the number of which
will be based on that day's value of such units.
18. GENERAL
The Separate Account is a segregated investment account maintained by the
Company. A part of the assets of the Separate Account have been allocated for
this and certain other Contracts. The assets of the Separate Account are held
apart from the assets of the Company. Charges against these assets do not arise
out of any other business of the Company.
19. INVESTMENT OF THE SEPARATE ACCOUNT
The assets of the Separate Account will be invested in shares of the mutual fund
shown on page 3 ("Fund"). The Fund is registered under the Investment Company
Act of 1940, as amended (the "Act").
In the case of Separate Account C, the assets of each subaccount will be
invested, as requested in the application or as later requested in writing, in
shares of the corresponding series of the Fund shown on page 3. The assets may
be allocated among at least one but not more than five subaccounts. The Owner
can change the allocation among the subaccounts twice each policy year by
sending a written notice to the Home Office. The change will take effect when
the Company receives the notice.
The Company may, in its discretion, invest the assets in shares of any other
fund or investment allowed by law.
<PAGE>
All distributions from the Fund will be reinvested and kept as assets. When
needed to pay for surrenders, shares of the Fund held by the Separate Account
will be redeemed at net asset value.
20. ACCUMULATION UNITS
This Contract will be credited with the number of Accumulation Units of Separate
Account A or of each subaccount of Separate Account C bought by the amount of
the Net Single Purchase Payment allocated to each subaccount of the Separate
Account.
This Contract will also be credited with the number of Accumulation Units of
Separate Account A or of each subaccount of Separate Account C bought by the
amount of any Net Additional Purchase Payment allocated to each subaccount of
the Separate Account.
21. CHARGES AGAINST THE SEPARATE ACCOUNT
The Company deducts an amount equal on a yearly basis to .75% of the daily net
asset value of each subaccount in the case of Separate Account A and 1% in the
case of Separate Account C. This is to pay it for taking on mortality and
expense risks. About 80% of this charge is for mortality risk and 20% for
expense risk in the case of Separate Account A and 60% for mortality risk and
40% for expense risk in the case of Separate Account C.
22. NET INVESTMENT FACTOR
The net investment factor for a subaccount of the Separate Account for any
Valuation Period is obtained by dividing (a) by (b) and subtracting (c) from the
result, where:
(a) is the result of:
(1) the net asset value per share of the series of the
Fund at the end of the current Valuation Period, plus:
(2) the per share amount of any dividend or capital
gains distributions made by the series of the Fund
during the current Valuation Period, plus or minus:
(3) a per share charge or credit for any taxes reserved
for.
(b) is the result of:
(1) the net asset value per share of the series of the
Fund as of the end of the preceding Valuation Period,
plus or minus:
(2) the per share charge or credit for any taxes
reserved for the preceding Valuation Period.
(c) is a factor for the charges deducted for mortality and expense
risks.
<PAGE>
23. VALUATION OF ASSETS
Fund shares held in the Separate Account will be valued at their net asset
value. Other assets will be valued at fair market value.
24. ACCUMULATION UNIT VALUE
The value of an Accumulation unit was set at $1.00 on the Unit Effective Date.
The value for a later period is obtained by multiplying the unit value at the
start of the period by the Net Investment Factor for the period from its start
to its end. The unit value may rise or fall based on investment results.
25. ANNUITY UNIT VALUE
The value of an Annuity Unit was set at $1.00 on the Unit Effective Date. The
value for a later period is obtained by first multiplying the unit value at the
start of the period by the Net Investment Factor for the period from its start
to its end and then multiplying the result by a factor which offsets the effect
of the assumed interest rate of 3.5% per year built into the tables used in the
Contract.
BENEFITS
26. MATURITY DATE
Annuity payments will start on the Maturity Date shown on page 3. On written
request, it may be changed. But it will not be deferred beyond the Contract
Anniversary on which the attained age of the Annuitant is 85.
27. CHOICE OF ANNUITY OPTION
A choice of Annuity Option should be made by the Owner at least 30 days before
the Maturity Date.
If a choice is not made on time, payments will start on the Maturity Date on a
Variable Annuity basis with the Annuity Option as 10 years certain or life.
Once payments start, no further choice is allowed.
28. AMOUNT OF FIRST ANNUITY PAYMENT
7 days before the Maturity Date, any premium taxes not yet deducted will be
deducted from the Accumulated Value to determine the Net Accumulated Value. Such
value will then be applied to the proper Annuity Table on page 9 or 10 to
determine the amount of the first monthly annuity payment.
<PAGE>
The amount of each payment depends on the sex and adjusted age of the Annuitant
and Joint Annuitant, if any, at the Maturity Date. The adjusted age is
determined at the time the first payment is due. For a payee born prior to 1900,
the adjusted age is the actual age. For a payee born 1900 or later, the adjusted
age is the actual age minus four years and also minus one year for each
completed five years during the period from 1900 to the payee's year of birth.
The Company may, at its option, credit interest above the 3.5% per year rate
built into the tables used in this Contract.
29. ALLOCATION OF ANNUITY
When the Owner makes a choice as to annuity option, he or she will also choose
between a Fixed Annuity, a Variable Annuity or any combination of the two. If a
choice is not made at least 30 days before the Maturity Date, as stated in
Section 27, payments will be made on a Variable Annuity basis.
30. VARIABLE ANNUITY
A Variable Annuity is one with payments which vary as to dollar amount through
the annuity period based on the investment results of the Separate Account. The
method by which the amount of the first monthly payment is determined is shown
in Section 28.
Each payment for any due date after the first will be determined by multiplying
the Annuity Unit Value on the date seven days prior to the date on which the
payment is due by a constant number of Annuity Units.
The constant number of Units is determined by dividing the dollar amount of the
first payment by the then current value of an Annuity Unit on the date the first
payment is due.
The Company guarantees that the dollar amount of each payment after the first
will not be affected by variations in mortality or expense experience from the
mortality and expense assumptions on which the first payment is based.
31. FIXED ANNUITY
A Fixed Annuity is one with payments which stay fixed as to dollar amount
through the annuity period. The method by which the amount of the first monthly
payment is determined is shown in Section 28. Later payments will not be less
than the first but a later payment may be more than the first if the Company
credits interest above the rate built into the tables.
32. ADJUSTMENT OF MONTHLY PAYMENT
If the Net Accumulated Value on the Maturity Date is less than $2,000, the
Company shall have the right to pay such value in one sum in lieu of payments
otherwise provided for. If the Net Accumulated Value is not less than $2,000 but
either the Variable Annuity or the Fixed Annuity Payments provided for would be
or become less than $20, the Company shall have the right to change the
frequency of payment to such intervals as will result in payments of at least
$20.
<PAGE>
33. MORE FAVORABLE PAYMENT OPTION
At the time fixed annuity payments begin, the single premium fixed annuity rates
then in use by the Company will be used if they provide a payment amount to the
payee greater than that shown in the table on page 9 or 10. Each $1,000 of cash
value shall be considered to be $1,030 for the purpose of using the single
premium annuity rates.
34. ELECTION OF ANNUITY OPTIONS
The Owner may elect to have annuity payments made under any of the Annuity
Options described below or in any other manner agreeable to the Company. Any
such election shall be made in writing to the Company at its Home Office at
least 30 days before the Maturity Date. The election may be changed in the same
manner at any time prior to the surrender of this Contract. If the amount of
payments for different guaranteed periods are the same at any given age, the
Company will deem the longer period certain to have been chosen.
OPTION 1 - LIFE ANNUITY - An annuity payable monthly during the lifetime of the
Annuitant, ceasing with the last payment due prior to his or her death.
OPTION 2A - JOINT AND SURVIVOR LIFE ANNUITY - An annuity payable monthly during
the joint lifetime of the Annuitant and the Joint Annuitant and continuing,
after the death of either, during the lifetime of the survivor, ceasing with the
last payment due prior to the death of the survivor.
OPTION 2B - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY - An annuity payable
monthly during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing, after the death of either, during the lifetime of the survivor with
two-thirds payments, ceasing with the last payment due prior to the death of the
survivor.
OPTION 3 - LIFE ANNUITY WITH 60, 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An
annuity payable monthly during the lifetime of the Annuitant, with the guarantee
that if, at his or her death, payments have been made for less than 60, 120 or
240 monthly periods, as elected, any guaranteed annuity payments will be
continued during the remainder of the selected period to the Beneficiary.
OPTION 4 - UNIT REFUND LIFE ANNUITY - An annuity payable monthly during the
lifetime of the Annuitant, with the last payment due prior to his or her death,
provided further that, at such death, the Beneficiary will receive an additional
payment of the then dollar value of the number of Annuity Units equal to the
excess, if any, of (a) over (b) where (a) is the total amount applied under the
option divided by the Annuity Unit Value at the Maturity Date and (b) is the
product of the number of Annuity Units represented by each payment and the
number of payments made.
When this option is applied as a Fixed Annuity (a) shall be the Accumulated
Value applied at the Maturity Date to the Fixed Annuity, (b) shall be the sum of
all Fixed Annuity Payments made.
<PAGE>
35. DEATH OF ANNUITANT
On receipt of due proof of the death of the Annuitant before Annuity Payments
have begun, the Company will pay to the Beneficiary the Accumulated value of the
Contract as of the day on which written notice of death is received by the
Company or the Purchase Payment, whichever is greater.
On receipt of due proof of death of the Annuitant after Annuity Payments have
begun under an Annuity Option, if any Payments remain under the Option they will
be paid to the Beneficiary as provided by the Option.
Unless otherwise provided in the Beneficiary designation, if no Beneficiary
survives the Annuitant, the proceeds will be paid in one sum to the Owner, if
living; otherwise, to the Owner's estate.
36. SURRENDER OPTION
The Owner may turn this Contract in for its Surrender Value effective on the
date on which the request in writing is received at the Home Office. The value
will be the Net Accumulated Value on that date.
Any cash payment will be mailed within 7 days after receipt of a proper request;
but the Company may be allowed to defer the payment under the Investment Company
Act of 1940 as it is in effect at that time. The Surrender Option is not
available after the Maturity Date.
37. WITHDRAWAL OPTION
The Owner may withdraw a part of the Surrender Value of this Contract effective
on the date on which the request in writing is received at the Home Office. If
less than $1,500 is left as the value of the Contract, the Company will charge a
fee of $7.50 per year. This fee will be deducted from the value of the contract
each year on the anniversary of the date when the value first went below $1,500.
Any cash payment will be mailed within 7 days after receipt of a proper request;
but the Company may be allowed to defer the payment under the Investment Company
Act of 1940 as it is in effect at that time. The Withdrawal Option is not
available after the Maturity Date.
BENEFICIARY
38. BENEFICIARY DESIGNATION
The Beneficiary named in the application for this Contract will receive the
Proceeds when the Annuitant dies unless the designation has been changed by the
owner.
<PAGE>
39. BENEFICIARY CHANGE
The Owner may change the designation while the Annuitant is alive unless
otherwise provided in the previous designation. A change of designation will
revoke any previous designation.
A change may be made by filing a written request with the Home Office. The
request must be in a form acceptable to the Company. The Company may require
this Contract endorsement of a change.
40. DEATH OF BENEFICIARY
Unless otherwise provided, if any Beneficiary dies before the Annuitant, his or
her interest will pass to any other Beneficiaries according to their respective
interests.
If the Beneficiary dies while receiving any remaining Annuity Payments due after
the death of the Annuitant, the value of the remainder of such Annuity Payments
will be paid in one sum to the Beneficiary's estate.
<PAGE>
ANNUITY TABLES
DOLLAR AMOUNT OF THE MONTHLY ANNUITY PAYMENT WHICH
IS PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1, 3 AND 4 - SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Monthly Payments Guaranteed
- -------------------------------------------------------------------------------------------------------
Adjusted Age None 60 120 240 Unit Refund
- -------------------------------------------------------------------------------------------------------
Male Female Option 1 Option 3 Option 3 Option 3 Options 4
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
50 54 $4.74 $4.73 $4.69 $4.52 $4.53
51 55 4.84 4.83 4.78 4.58 4.60
52 56 4.94 4.92 4.87 4.65 4.67
53 57 5.04 5.03 4.97 4.71 4.75
54 58 5.16 5.14 5.07 4.78 4.84
55 59 5.28 5.25 5.18 4.85 4.93
56 60 5.40 5.38 5.29 4.91 5.02
57 61 5.54 5.51 5.41 4.98 5.12
58 62 5.69 5.65 5.53 5.05 5.22
59 63 5.84 5.80 5.66 5.11 5.32
60 64 6.01 5.95 5.79 5.18 5.44
61 65 6.18 6.12 5.94 5.24 5.56
62 66 6.37 6.30 6.08 5.30 5.68
63 67 6.57 6.49 6.24 5.36 5.82
64 68 6.79 6.69 6.40 5.41 5.96
65 69 7.02 6.91 6.57 5.46 6.10
66 70 7.27 7.14 6.74 5.51 6.26
67 71 7.54 7.38 6.91 5.55 6.43
68 72 7.83 7.64 7.10 5.59 6.60
69 73 8.14 7.91 7.28 5.62 6.78
70 74 8.48 8.20 7.47 5.65 6.98
71 75 8.84 8.51 7.66 5.68 7.19
72 76 9.23 8.84 7.85 5.70 7.41
73 77 9.65 9.18 8.04 5.71 7.65
74 78 10.11 9.55 8.23 5.72 7.89
75 79 10.61 9.93 8.41 5.73 8.16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OPTION 2a-JOINT AND SURVIVOR LIFE ANNUITY
- --------------------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Joint Annuitant Adjusted Age of Annuitant
- --------------------------------------------------------------------------------------------------------------------------------
Male 51 Male 56 Male 58 Male 61
Male Female Female 55 Female 60 Female 62 Female 65
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
50 54 $4.21 $4.35 $4.40 $4.47
55 59 4.37 4.58 4.66 4.78
57 61 4.43 4.67 4.77 4.90
60 64 4.51 4.80 4.92 5.00
62 66 4.55 4.88 5.01 5.22
65 69 4.62 4.99 5.15 5.39
70 74 4.70 5.14 5.34 5.65
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Joint Annuitant Adjusted Age of Annuitant
- ------------------------------------------------------------------------------------------------------------------------------
Male 63 Male 66 Male 71
Male Female Female67 Female70 Female 75
- ------------------------------------------------------------------------------------------------------------------------------
50 54 $4.51 $4.57 $4.64
55 59 4.85 4.94 5.07
57 61 4.99 5.10 5.26
60 64 5.20 5.36 5.59
62 66 5.36 5.54 5.82
65 69 5.56 5.81 6.19
70 74 5.88 6.23 6.83
</TABLE>
<PAGE>
OPTION 2b-JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Joint Annuitant Adjusted Age of Annuitant
- --------------------------------------------------------------------------------------------------------------------------------
Male 51 Male 56 Male 58 Male 61
Male Female Female 55 Female 60 Female 62 Female 65
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
50 54 $4.58 $4.79 $4.89 $5.03
55 59 4.80 5.06 5.17 5.35
57 61 4.89 5.18 5.30 5.49
60 64 5.04 5.36 5.50 5.72
62 66 5.14 5.48 5.64 5.88
65 69 5.30 5.68 5.85 6.13
70 74 5.58 6.03 6.23 6.57
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Joint Annuitant Adjusted Age of Annuitant
- --------------------------------------------------------------------------------------------------------------------------------
Male 63 Male 66 Male 71
Male Female Female67 Female70 Female 75
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
50 54 $5.13 $5.29 $5.56
55 59 5.47 5.67 6.00
57 61 5.63 5.84 6.20
60 64 5.87 6.12 6.54
62 66 6.05 6.32 6.79
65 69 6.32 6.64 7.19
70 74 6.82 7.21 7.95
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
OPTION 2c-JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Joint Annuitant Adjusted Age of Annuitant
- --------------------------------------------------------------------------------------------------------------------------------
Male 51 Male 56 Male 58 Male 61
Male Female Female 55 Female 60 Female 62 Female 65
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
50 54 $4.79 $5.05 $5.17 $5.37
55 59 5.05 5.34 5.47 5.69
57 61 5.17 5.47 5.61 5.84
60 64 5.36 5.69 5.84 6.09
62 66 5.50 5.85 6.01 6.28
65 69 5.73 6.11 6.28 6.58
70 74 6.16 6.60 6.81 7.15
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Joint Annuitant Adjusted Age of Annuitant
- --------------------------------------------------------------------------------------------------------------------------------
Male 63 Male 66 Male 71
Male Female Female67 Female70 Female 75
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
50 54 $5.51 $5.74 $6.17
55 59 5.85 6.12 6.61
57 61 6.01 6.29 6.81
60 64 6.28 6.58 7.15
62 66 6.47 6.79 7.41
65 69 6.79 7.15 7.83
70 74 7.41 7.83 8.66
</TABLE>
The dollar amount of the monthly annuity payments for any age or combination of
ages not shown in the above tables will be calculated on the same basis as the
monthly annuity payments for those shown and may be obtained from the Company.
<PAGE>
ENDORSEMENT
This endorsement is a part of this contract. Its purpose is to qualify the
contract as an annuity contract in accordance with Section 72(s) of the Internal
Revenue Code of 1954, as amended ("Code"). Its provisions shall apply
notwithstanding any other provisions of the contract in conflict therewith.
REQUIRED DISTRIBUTIONS WHERE CONTRACTHOLDER DIES BEFORE ENTIRE INTEREST IS
DISTRIBUTED
In the event any Owner of this contract dies on or after the Maturity Date and
before the entire interest in the contract has been distributed, the remaining
portion of such interest will be distributed at least as rapidly as under the
Annuity Option in effect as of the date of the Owner's death.
In the event any Owner of this contract dies prior to the Maturity Date, the
entire interest in this contract shall be distributed to the Beneficiary within
five years after the Owner's death, or distributed under an Annuity Option
providing for annuity payments over the life of such Beneficiary or over a
period not extending beyond the life expectancy of such Beneficiary (in
accordance with regulations the Secretary of the Treasury may prescribe), if
such payments begin within one year after the date of the Owner's death or such
later date as the Secretary of the Treasury may prescribe by regulations. In
addition, if any portion of the Owner's interest in this contract is payable to
(or for the benefit of) the Owner's surviving spouse, that spouse shall be
deemed to have been designated by the Owner as a "designated beneficiary" for
purpose of Section 72(s) of the Code, and shall be treated as the Owner, and no
distributions described hereinabove shall be required, with respect to that
portion of the contract payable to (or for the benefit of) such spouse.
If the Annuitant and the Owner are one in the same at the time of the Owner's
death, such spouse shall have the right to become the Annuitant under the
contract. If the Annuitant dies at a time when the Owner of the contract is not
an individual, the Annuitant will be considered to be the Owner for the purpose
of this endorsement.
The Company reserves the right to amend the contract to comply with any changes
in the Internal Revenue Code of 1986 or as amended.
FIRST INVESTORS LIFE INSURANCE COMPANY
/s/ Richard H. Gaebler
Richard H. Gaebler
President
<PAGE>
ENDORSEMENT
This endorsement is a part of this contract and replaces Section No. 5
"Misstatement of Age and Sex" on page 4.
If the age or sex of the Annuitant has been misstated, the benefits in this
contract will be those which the Net Single Purchase Payment would have bought
for the right age and sex. Any amounts which should have been in the payments
made by the Company before the error was found will be made up right away. The
Company will pay interest at the rate of 6% per year on this additional amount.
Any excess amounts in the payments made by the Company before the error was
found will be charged against the payments which are due later.
FIRST INVESTORS LIFE INSURANCE COMPANY
/s/ Richard H. Gaebler
Richard H. Gaebler
President
<PAGE>
VARIABLE ANNUITY CONTRACT
Single Payment Deferred Variable Annuity
With Additional Purchase Payment Option
Accumulation of Values on a Variable Basis
Annuity Payment Options on Variable or Fixed Basis
Non-Participating
If you have any questions concerning this
Contract or if anyone suggests that you
change or replace this Contract, please
contact your First Investors Life agent or
the Home Office of the Company
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street/New York, New York 10005
VAA
APPLICATION FOR VARIABLE ANNUITY IN
FIRST INVESTORS LIFE INSURANCE COMPANY
NEW YORK, N.Y.
- --------------------------------------------------------------------------------
1. Name of Proposed Annuitant
First Middle Last
- --------------------------------------------------------------------------------
2. Date of Birth
Month Day Year
- --------------------------------------------------------------------------------
3.
Sex: [__] Male [__] Female
- --------------------------------------------------------------------------------
4. Residence Address No. of Years __________
Street and No. __________________________________
City _______________ State ______ Zip Code ______
Social Security
Number: [__][__][__] [__][__] [__][__][__][__]
- --------------------------------------------------------------------------------
5. Annuity Applied For:
First Investors Life Variable Annuity Fund ______
Purchase Payment $ ______________ Check if IRA [__]
- --------------------------------------------------------------------------------
6. Will the proposed Contract replace any existing life insurance
or annuity contracts? Yes [__] No [__]
(If "Yes," list company, plan, year issued in Remarks)
- --------------------------------------------------------------------------------
7. Primary Beneficiary (Full Name) and Relationship
Contingent Beneficiary, if any, and Relationship
Except as otherwise directed: (A) the proceeds are to be divided
equally among all surviving persons who are named as Primary
Beneficiary, but if none survive, equally among all surviving persons
who are named as Contingent Beneficiary and (B) the right to change the
beneficiary is reserved.
- --------------------------------------------------------------------------------
8a. Proposed Annuitant will be Owner of Contract unless otherwise
indicated below.
Name of Owner: First Middle Last
- --------------------------------------------------------------------------------
8b. Owner Date of Birth: Month___ Day___ Year___
Residence Add:
Street and No. _______________________________________
City _______________ State ______ Zip Code _______________
Relationship _____________________________________________
Social Security
Number: [__][__][__] [__][__] [__][__][__][__]
- --------------------------------------------------------------------------------
9. Maturity Date: [__] Contract Anniversary Age [90]
[__] Other ___________________
Cannot be deferred beyond first Contract anniversary following
Annuitant's 90th birthday.
- --------------------------------------------------------------------------------
10. Select the Subaccounts and the percentage of payment to be
allocated to each:
Subaccount %
Up to 5 Subaccounts __________ _____
can be selected __________ _____
__________ _____
__________ _____
__________ _____
Each % must be a whole
number not less than 10% __________ _____
- --------------------------------------------------------------------------------
11. Remarks (Include any special instructions)
- --------------------------------------------------------------------------------
THE CONTRACT APPLIED FOR SHALL NOT BECOME EFFECTIVE UNTIL THIS APPLICATION HAS
BEEN ACCEPTED BY THE COMPANY AT ITS HOME OFFICE. THIS APPLICATION WILL NOT BE
ACCEPTED UNLESS THE OWNER HAS RECEIVED THE PROSPECTUS OF THE UNDERLYING MUTUAL
FUND AND THE PROSPECTUS OF THE FIRST INVESTORS LIFE INSURANCE COMPANY VARIABLE
ANNUITY FUND. MONEY TRANSMITTED TO THE COMPANY WITH THIS APPLICATION SHALL NOT
BE APPLIED UNDER THE CONTRACT UNTIL THIS APPLICATION HAS BEEN ACCEPTED IN THE
MANNER PRESCRIBED ABOVE.
Receipt of a current prospectus describing the sales charges and the variable
annuity contract issued by First Investors Life Insurance Company and a current
prospectus of the underlying mutual fund which describes the pertinent data
concerning the fund, is acknowledged.
$_______ received with application and receipt given.
THE CONTRACTUAL PAYMENTS OR VALUES UNDER THE VARIABLE ANNUITY PROVISIONS OF THE
CONTRACT BEING APPLIED FOR ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNTS. THE ACCUMULATION VALUES UNDER THE VARIABLE ACCUMULATION
PROVISIONS OF THE CONTRACT BEING APPLIED FOR ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNTS.
Dated at ____________________________ this _______ day of ________ 19__
City State
Signature of
Witness _________________________ Proposed Annuitant ____________________
Signature of Owner ____________________
(If other than Proposed Annuitant)
- - - - - - - - - - - - - - - - - - - - - - - - - -
ALL PURCHASE PAYMENT CHECKS MUST BE MADE PAYABLE TO THE
INSURANCE COMPANY DO NOT MAKE CHECK PAYABLE TO THE AGENT
OR LEAVE THE PAYEE BLANK.
Receipt to be given when any payment is collected with Application
Received from _____________ the sum of $____ being the first full _____ payment
to purchase an annuity contract on the life of ______________ for which
an Application bearing the same number and date as this receipt is on this day
made to First Investors Life Insurance Company.
(Representative must sign here) _______________________
Dated at _______________________ this ____ day of ________________ 19,__
<PAGE>
- --------------------------------------------------------------------------------
THIS QUESTION MUST BE ANSWERED BY AGENT
To the best of my knowledge, a replacement of life insurance or an annuity
is [__] [__] is not involved in this transaction.
- --------------------------------------------------------------------------------
Commissions will be paid only to the agent whose signature appears below. If
there are two agents, both must sign.
__________________ _____________ __________ ____ _______ __________
Signature of Agent Name of Agent Ident. No. Manager Ident. No.
__________________ _____________ __________ ____ _______ __________
Signature of Agent Name of Agent Ident. No. Manager Ident. No.
DECLARATION OF INTENTION AND CHARTER
of
FIRST INVESTORS LIFE INSURANCE COMPANY
(Pursuant to Section 48 of the New York Insurance Law)
D E C L A R A T I O N
We, the undersigned, all being natural persons of full age, and at
least two thirds of us citizens of the United States, and at least three of us
residents of the State of New York, do hereby declare our intention to form a
stock corporation for the purpose of doing the kinds of insurance business
authorized by Paragraphs "1", "2" and "3" respectively of Section 46 of the
Insurance Law of the State of New York to the extent permitted by the Charter
and for that purpose do adopt the following:
<PAGE>
C H A R T E R
of
FIRST INVESTORS LIFE INSURANCE COMPANY
ARTICLE I
The name of this corporation shall be FIRST INVESTORS LIFE INSURANCE
COMPANY.
ARTICLE II
The place where this Corporation shall be located and where it shall
have its principal office and place of business shall be in the City of New
York, County of New York, and State of New York, and it shall have power to
conduct its business wherever authorized by law. It shall have power by its
Board of Directors to establish and maintain other and subordinate offices in
this State and in other states, territories and countries.
ARTICLE III
The kinds of insurance or other business to be transacted by the
Corporation shall be the following:
A. Those kinds of insurance specified in Paragraphs "1", "2" and "3" of
Section 46 of the Insurance Law of the State of New York, as now or hereafter
amended, as follows:
1. "Life Insurance", meaning every insurance upon the lives of human
beings and every insurance appertaining thereto. The business of life insurance
shall be deemed to include the granting of endowment benefits; additional
benefits in the event of death by accident or accidental means; additional
benefits operating to safeguard the contract from lapse, or to provide a special
surrender value, in the event of total and permanent disability of the insured;
and optional modes of settlement of proceeds.
2. "Annuities", meaning all agreements to make periodical payments
where the making or continuance of all or of some of a series of such payments,
or the amount of any such payment, is dependent upon the continuance of human
life, except payments made under the authority of paragraph one.
Any such agreement made in connection with a qualified
pension, profit-sharing or annuity plan may provide that any amounts paid to the
insurer to provide annuities shall be allocated by the insurer to one or more
separate accounts.
3. "Accident and health insurance", meaning (a) Insurance
<PAGE>
against death or personal injury by accident or by any specified kind or kinds
of accident and insurance against sickness, ailment or bodily injury, including
insurance providing disability benefits pursuant to article nine of the
workmen's compensation law, except as specified in subparagraph (b) following;
and (b) Non-cancellable disability resulting from sickness, ailment or bodily
injury, (but not including insurance solely against accidental injury) under any
contract which does not give the insurer the option to cancel or otherwise
terminate the contract at or after one year from its effective date or renewal
date.
B. The cession of reinsurance of any or all risks taken by this
Corporation and the assumption of reinsurance risks taken by other companies to
the extent permitted by law.
C. Such other kind or kinds of business as are necessarily or properly
incidental to the kind or kinds of business which this Corporation is authorized
to transact under A and B above.
ARTICLE IV
The mode and manner in which the corporate powers of this Corporation
shall be exercised are through a Board of Directors and by such committees,
officers and agents as said Board of Directors may appoint or elect.
ARTICLE V
The number of the Directors of this Corporation shall be not less than
thirteen (13) nor more than twenty-one (21) persons, a majority of whom at all
times shall be citizens and residents of the State of New York or of adjoining
states and not less than three of whom shall be residents of the State of New
York. The number of its directors shall be determined by the By-Laws of this
Corporation but shall in no event be less than thirteen (13).
The Directors of the Corporation need not be stockholders of the
Corporation and each shall be elected at the annual meeting of stockholders of
the Corporation by plurality of the whole number of shares voted at the meeting.
Each director so elected shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified.
Vacancies occurring in the Board of Directors in the intervals between
annual meetings of stockholders shall be filled by a majority vote of the
remaining Directors in office at a special meeting called for that purpose or at
a regular meeting of the Board.
Officers of the Corporation shall be elected annually at an
organization meeting of the Board of Directors, notice of which need not be
given, to be held annually immediately after the election of directors or at any
other meeting, duly held, whenever a vacancy in any office shall occur.
<PAGE>
ARTICLE VI
The names and post office residence addresses of the Directors who
shall serve until the first annual meeting of this Corporation are:
Name Address
- ---- -------
Arthur K. Atkinson, Sr. Apt. 13D Frontenao
40 North Kingshighway
St. Louis 8, Missouri
John D. Case Timberland Lane
Old Brookville, New York
Harold M. Cole Union League Club
38 E. 37th St.
New York, New York
Edward B. Conway Bobolink Lane
Greenwich, Conn.
David D. Grayson 7 Melby Lane
East Hills, New York
Glenn O. Head 30 Winding Way
Madison, New Jersey
Harold Holden 25 Locust Lane
Mt. Vernon, N.Y.
Berkeley D. Johnson 33 Paddington Road
Scarsdale, N.Y.
John H. Kostmayer 536 E. 85 St.
New York 28, New York
Michael Marchese 68 Fair Hill Drive
Long Meadow, Mass.
John A. Onsa Parktowne Place
Apt. 1614 North
Philadelphia 30, PA.
Rowland A. Robbins 655 Park Ave.
New York 21, New York
William E. Robinson Dairy Road
Greenwich, Connecticut
<PAGE>
ARTICLE VII
The duration of the Corporation shall be perpetual.
ARTICLE VIII
The amount of the capital stock of the Corporation shall be FIVE
HUNDRED THOUSAND ($500,000) Dollars, consisting of TWO HUNDRED FIFTY THOUSAND
(250,000) shares of capital stock of the par value of TWO ($2.00) Dollars each.
ARTICLE IX
Unless otherwise determined by the Board of Directors, no holder of any
stock of the Corporation whether now or hereafter authorized or issued, shall,
as such holder, have any right to purchase or subscribe for any new or
additional issue of (1) shares of stock, or of any option or options, or other
instrument or instruments, that shall confer upon the holder or holders thereof
the right to subscribe for or to purchase or receive from the Corporation any
shares of its stock, whether now or hereafter authorized, or (2) of any
obligations which may be convertible into or exchangeable for any shares of
stock of the Corporation, or to which shall be attached or appurtenant any
option or options, or other instrument or instruments, that shall confer upon
the holder or holders of such obligation, option or instrument the right to
subscribe for, or to purchase or receive from the Corporation, any shares of its
stock; and all such rights are waived by each such holder of the stock of the
Corporation.
ARTICLE X
The annual meeting of stockholders shall be held on the third Monday of
April in each and every year, and if that day be a legal holiday, then on the
next succeeding business day.
Notice of the time and place of such meeting shall be given as
prescribed in the By-Laws and as required by law, including notice to the
Superintendent of Insurance of the State of New York to the extent required by
law.
Holders of record of a majority of the shares of capital stock issued
and outstanding, represented in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of stockholders, except as
otherwise provided by law. In the absence of a quorum, the stockholders
attending or represented at the time and place for which a meeting shall have
been called, or any officer entitled to preside or act as secretary at such
meeting, may adjourn the meeting from time to time, without notice other than by
announcement at the meeting, until holders of the number of shares of stock
requisite to constitute a quorum shall attend.
<PAGE>
At stockholders' meetings each stockholder shall be entitled to one
vote, either in person or by proxy, for each share of stock held by him.
The Board of Directors may fix a day, not more than forty (40) days
prior to the day of holding any meeting of the stockholders as the day as of
which stockholders entitled to notice of and to vote at such meeting shall be
determined, and only stockholders of record on such day shall be entitled to
notice of or to vote at such meeting.
ARTICLE XI
The Board of Directors shall have power to appoint from among their
number an Executive Committee which, to the extent provided by the By-Laws and
permitted by law, shall exercise the powers of the Board of Directors in the
management of the property and affairs of the Corporation during the intervals
between the meetings of the Board of Directors.
ARTICLE XII
The Board of Directors may adopt such By-Laws, not inconsistent with
this Charter and the laws of this State, as may be deemed appropriate for the
election and government of the officers of the Corporation and the conduct of
its business and affairs, and the said Board shall have power to alter, amend,
suspend and revoke the same.
ARTICLE XIII
The Corporation may issue both participating policies or contracts and
non-participating policies or contracts, upon receiving a special permit from
the Superintendent of Insurance of the State of New York so to do and in
compliance with and pursuant to the provisions of Section 216 of the Insurance
Law of the State of New York, as amended.
ARTICLE XIV
Each Director and each officer of the Corporation shall be indemnified
by the Corporation against expenses actually and reasonably incurred by him,
including attorneys' fees, in connection with any action, suit or proceeding to
which he may be made a party by reason of his having been a director or officer
of the Corporation (whether or not he continued to be a director or officer at
the time of incurring such expenses) except in relation to matters as to which
he shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duty as such director or
officer. The foregoing right of indemnification shall not be exclusive of any
other right to which he may be entitled as a matter of law.
<PAGE>
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed
our seals this 10th day of July, 1962.
/S/ John W. Brown
/S/ John D. Case
/S/ Harold M. Cole
/S/ John Confort, Jr.
/S/ Herbert J. Deitz
/S/ David D. Grayson
/S/ John H. Kostmayer
/S/ Arthur J. Marangelo
/S/ Robert D. Murdock
/S/ Joseph M. O'Brien
/S/ Rowland A. Robbins
/S/ George J. Solomon
/S/ John P. Sullivan
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN W. BROWN, to me personally known and known to me
to be the person who executed the foregoing instrument, and he individually duly
acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN D. CASE, to me personally known and known to me
to be the person who executed the foregoing instrument, and he individually duly
acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came HAROLD M. COLE, to me personally known and known to me
to be the person who executed the foregoing instrument, and he individually duly
acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN CONFORT, JR., to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came HERBERT J. DEITZ, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came DAVID D. GRAYSON, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN H. KOSTMAYER, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came ARTHUR J. MARANGELO, to me personally known and known
to me to be the person who executed the foregoing instrument, and he
individually duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came ROBERT D. MURDOCK, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOSEPH M. O'BRIEN, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came ROWLAND A. ROBBINS, to me personally known and known
to me to be the person who executed the foregoing instrument, and he
individually duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came GEORGE J. SOLOMON, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN P. SULLIVAN, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.
/S/ Grace C. Sorensen
Grace C. Sorensen
Notary Public, State of New York
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
FIRST INVESTORS LIFE INSURANCE COMPANY
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW AND
SECTION 53 OF THE INSURANCE LAW
* * * * *
WE, THE UNDERSIGNED, GLENN O. HEAD and RICHARD H. GAEBLER, being
respectively the executive vice-president and the secretary of FIRST INVESTORS
LIFE INSURANCE COMPANY hereby certify:
1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.
2. The Certificate of Incorporation of said corporation was filed
by the Superintendent of Insurance on the 6th day of September, 1962.
3. (a) The Certificate of Incorporation is amended to increase
the capital stock of the corporation from $500,000, consisting of 250,000 shares
of capital stock, par value $2 per share, to $1,310,000, consisting of 655,000
shares of capital stock, par value $2 per share.
(b) To effect the foregoing Article VIII relating to the
capital stock of the corporation is amended to read as follows:
"The amount of the capital stock of the Corporation shall be ONE
MILLION THREE HUNDRED TEN THOUSAND ($1,310,000.00) DOLLARS,
consisting of SIX HUNDRED FIFTY-FIVE THOUSAND (655,000) shares of
capital stock of the par value of TWO ($2.00) DOLLARS each."
<PAGE>
4. The amendment was authorized by vote of First Investors
Corporation, the sole shareholder of First Investors Life Insurance Company, at
a meeting held January 21, 1965 upon notice pursuant to Section 605 of the
Business Corporation Law of the State of New York.
IN WITNESS WHEREOF, we have signed this certificate on the 21st
day of January, 1965.
/S/ Glenn O. Head
---------------------
Glenn O. Head
Executive Vice President
/S/ Richard H. Gaebler
---------------------
Richard H. Gaebler
Secretary
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
GLENN O. HEAD, being first duly sworn, deposes and says that he
is the Executive Vice President of First Investors Life Insurance Company, tht
he has read the foregoing certificate and knows the contents thereof and that
the statements therein contained are true.
/S/ Glenn O. Head
---------------------
Sworn to before me this 21st day of January, 1965.
/S/ Peter F. Huemme, Jr.
- ------------------------
Peter F. Huemme, Jr.
Notary Public, State of New York
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
FIRST INVESTORS LIFE INSURANCE COMPANY
UNDER SECTION 805 OF THE BUSINESS
CORPORATION LAW AND SECTION 53 OF
THE INSURANCE LAW
* * * * * * * * * * * *
WE, THE UNDERSIGNED, RICHARD H. GAEBLER and GRACE C. SORENSEN, being
respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE
COMPANY hereby certify:
1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.
2. The Certificate of Incorporation of said corporation was filed by
the Superintendent of Insurance on the 6th day of September, 1962 and a
Certificate of Amendment thereto was filed by the Superintendent of Insurance on
the 9th day of April, 1965.
3. The amendment to the Certificate of Incorporation effected by this
Certificate is as follows: The first and second paragraphs of Article X of the
Certificate of Incorporation, relating to the Annual Meeting of Stockholders,
are hereby amended so that the first paragraph is deleted and the second
paragraph is amended to read as follows:
"Notice of the time and place of the Annual Meeting
of Stockholders shall be given as prescribed in the
By-Laws and as required by law, including notice to
the Superintendent of Insurance of the State of New
York to the extent required by law."
4. The amendment was authorized by vote of the shareholders of First
Investors Life Insurance Company at a meeting held June 4, 1974 upon notice
pursuant to Section 605 of the Business Corporation Law of the State of New
York.
<PAGE>
IN WITNESS WHEREOF, we have signed this certificate on the 1st day of
October, 1974.
/s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President
/s/ Grace C. Sorensen
----------------------
Grace C. Sorensen
Secretary
STATE OF NEW YORK )
:
COUNTY OF NEW YORK )
RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the
President of First Investors Life Insurance Company, that he has read the
foregoing certificate and knows the contents thereof and that the statements
therein contained are true.
/s/ Richard H. Gaebler
----------------------
Sworn to before me this
1st day of October, 1974
/s/ Winifred M. Veracka
- -----------------------
Winifred M. Veracka
Notary Public State of New York
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
FIRST INVESTORS LIFE INSURANCE COMPANY
UNDER SECTION 805 OF THE BUSINESS
CORPORATION LAW AND SECTION 53 OF
THE INSURANCE LAW
* * * * * * * * * * * * * * * *
WE, THE UNDERSIGNED, RICHARD H. GAEBLER and ANDREW J. DONOHUE, being
respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE
COMPANY hereby certify:
1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.
2. The Certificate of Incorporation of said corporation was filed by
the Superintendent of Insurance on the 6th day of September, 1962 and
Certificates of Amendment thereto were filed by the Superintendent of Insurance
on the 9th day of April, 1965 and the 4th day of November, 1974.
3. (a) In accordance with the "Plan for Acquisition of Minority
Interests in First Investors Life Insurance Company" approved by the New York
Insurance Department on April 1, 1982, the Certificate of Incorporation is
amended to decrease the capital stock of the corporation from $1,130,000,
consisting of 655,000 shares of capital stock with a par value of $2 per share,
to $1,068,700, consisting of 534,350 shares of capital stock with a par value of
$2 per share.
(b) To effect the foregoing, Article VIII relating to the capital
stock of the corporation is amended to read as follows:
"The amount of capital stock of the Corporation shall be ONE
MILLION SIXTY EIGHT THOUSAND SEVEN HUNDRED ($1,068,700.00)
DOLLARS, consisting of FIVE HUNDRED THIRTY FOUR THOUSAND THREE
HUNDRED FIFTY (534,350) shares of capital stock of the par
value of TWO ($2.00) DOLLARS each.
4. The amendment was authorized by vote of the shareholders of FIRST
INVESTORS LIFE INSURANCE COMPANY at a meeting held June 8, 1982 upon notice
pursuant to Section 605 of the Business Corporation Law of the State of New
York.
<PAGE>
IN WITNESS WHEREOF, we have signed this certificate on the 1st day of
September, 1982.
/s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President
/s/ Andrew J. Donohue
----------------------
Andrew J. Donohue
Secretary
STATE OF NEW YORK )
:
COUNTY OF NEW YORK )
RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the
President of First Investors Life Insurance Company, that he has read the
foregoing certificate and knows the contents and that the statements therein
contained are true.
/s/ Richard H. Gaebler
----------------------
Sworn to before me this
1st day of September, 1982.
/s/ Elizabeth Azar
- ------------------
Elizabeth Azar
Notary Public, State of New York
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
FIRST INVESTORS LIFE INSURANCE COMPANY
UNDER SECTION 805 OF THE BUSINESS
CORPORATION LAW AND SECTION 53 OF THE INSURANCE LAW
* * * * * * * * * * * * * *
WE, THE UNDERSIGNED, RICHARD H. GAEBLER and ANDREW J. DONOHUE,
being respectively the President and the Secretary of FIRST INVESTORS LIFE
INSURANCE COMPANY hereby certify:
1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.
2. The Certificate of Incorporation of said corporation was filed
by the Superintendent of Insurance on the 6th day of September, 1962 and
Certificates of Amendment thereto were filed by the Superintendent of Insurance
on the 9th day of April, 1965, the 4th day of November, 1974 and the 27th day of
October, 1982.
3. The amendment to the Certificate of Incorporation effected by
this Certificate is as follows: Article VIII of the Certificate of Incorporation
is amended to read as follows:
The amount of capital stock of the Corporation shall be ONE
MILLION ONE HUNDRED TWENTY TWO THOUSAND ONE HUNDRED THIRTY
FIVE DOLLARS ($1,122,135.00) consisting of FIVE HUNDRED THIRTY
FOUR THOUSAND THREE HUNDRED FIFTY (534,350) shares of capital
stock of the par value of TWO DOLLARS AND TEN CENTS ($2.10)
each.
<PAGE>
4. The amendment was authorized by vote of the shareholders of
FIRST INVESTORS LIFE INSURANCE COMPANY at a meeting held June 5, 1984 upon
notice pursuant to Section 605 of the Business corporation Law of the State of
New York.
IN WITNESS WHEREOF, we have signed this certificate on the 7th
day of June, 1984.
/S/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President
/S/ Andrew J. Donohue
----------------------
Andrew J. Donohue
Secretary
STATE OF NEW YORK )
:
COUNTY OF NEW YORK )
RICHARD H. GAEBLER, being duly sworn, deposes and says that he is
the President of First Investors Life Insurance Company, that he has read the
foregoing certificate and knows the contents and that the statements therein
contained are true.
-------------------------
Sworn to before me this 7th day of June, 1984.
/S/ Karen McCarthy
- ------------------
Karen McCarthy
Notary Public, State of New York
BY-LAWS
of
FIRST INVESTORS LIFE INSURANCE COMPANY
ARTICLE I
Section 1. Principal Office
The principal office of the Corporation shall be located at 120 Wall
Street in the City and County of New York, but the location of the principal
office may be changed, from time to time, to any other place within the State of
New York in the manner provided by law.
Section 2. Other Offices, Doing Business
The Corporation may also have such other office or offices, agencies
and branches within or without the State of New York as the Board of Directors
or the Executive Committee may, from time to time, designate or as the business
of the Corporation may require, and it may carry on its business wherever it is
or may hereafter be duly licensed so to do.
Section 3. Place where Books are to be kept
The original or duplicate stock ledger containing the names and
addresses of the shareholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof, correct
books of account of all the business and transactions of the Corporation, copies
of the Charter of the Corporation and the By-Laws, the minutes of the meetings
of the Corporation's shareholders, directors and committees and such other books
and records as may, from time to time be required by law to be so kept, shall be
kept at the principal office of the Corporation in New York. Other books and
records of the Corporation may be kept at such place or places, within or
without the State of New York, as the Board or the Executive Committee may from
time to time, designate, or as the business of the Corporation may require.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting.
The annual meeting of shareholders of the Corporation shall be held on
the first Tuesday of June, unless the previous day is celebrated as a legal
holiday in which event the meeting shall be held on the second Tuesday of June.
Such meeting shall be held at the principal place of business of the Corporation
in the City and State of New York, or at such other place within or without the
State of New York as may be designated by the Board.
<PAGE>
Section 2. Special Meetings
Special meetings of the shareholders, for any purpose or purposes, may
be called by the Board or the President, and shall be called by the Secretary at
the request, in writing, of shareholders owing a majority in number of the
issued and outstanding capital shares of the Corporation, which request shall
state the purpose or purposes of the proposed meeting. Such special meetings
shall be held at such time and place, within or without the State of New York,
as may be determined by the person or persons calling such meeting.
Section 3. Notice
Written notice of the annual or special meetings of shareholders shall
be given as provided by applicable law, to each shareholder of record entitled
to vote thereat. A copy of every such notice shall be mailed to the
Superintendent of Insurance of the State of New York at least ten days before
the day set for such meeting.
Section 4. Quorum
The presence of a quorum for the transaction of business at all
meetings of the shareholders shall be determined in accordance with the
provisions of the Charter.
ARTICLE III
Directors
Section 1. Number, Terms and Duties
The business of this Corporation shall be managed and controlled by the
Board, which may adopt such rules and regulations for that purpose and for the
conduct of its meetings as it may deem proper. The number of directors shall be
fixed from time to time, within the limits prescribed by the Charter, by a
majority vote of the entire Board, but no decrease in the number of directors
shall shorten the term of any incumbent director.
Section 2. Removal of Directors
Except as otherwise provided by law, any or all of the directors may be
removed with or without cause at any time by a majority vote of the shareholders
at any meeting called for that purpose.
- 2 -
<PAGE>
Section 3. Vacancies
Vacancies in the Board may be filled in accordance with the provisions
of the Charter, and individuals designated to fill such vacancies shall not take
office nor exercise the duties thereof until ten days after written notice of
their election shall have been filed in the office of the Superintendent of
Insurance.
ARTICLE IV
Directors' Meetings
Section 1. First Meeting of the Board
The first meeting of the Board to be held after an annual meeting of
shareholders for the election of directors shall be called and held for the
purposes of organization, the election or appointment of officers and members of
the Executive, Finance and Stock Option Committees and the transaction of such
other business as may come before the meeting.
Section2. Regular Meetings.
Regular meetings of the Board, no notices of which need be given, shall
be held on the first Tuesday of March, the Tuesday immediately following the
second Monday of September and the first Tuesday of December, unless any such
day be a legal holiday, in which event the meeting will be held on the next
succeeding business day. Commencing in 1974, the annual meeting of the Board, no
notice of which need be given, shall be held on the first Tuesday of June,
unless the previous day is celebrated as a legal holiday in which event the
meeting will be held on the second Tuesday of June. Such meetings shall be held
at the principal place of business of the Corporation in the City and State of
New York, or at such other place within or without the State of New York as may
be designated by the Board.
Section 3. Special Meetings
The Chairman, or in his absence the President, may call a special
meeting of the Board at any time. The Secretary shall call such meeting upon
written request of five members of the Board or upon resolution of the Executive
Committee. All meetings, other than any meeting the giving of notice of which is
otherwise prescribed by law, shall be called by a written or printed notice
mailed to each Director at least three days before the meeting or by
electrically transmitted notice given not less than twenty-four hours before the
hour set for the meeting, but all such notice may be waived at any time. For the
purpose of this section, notice will be deemed to be duly given to a director if
given to him orally (including by telephone) or if such notice be delivered to
such director in person or be mailed, telegraphed or cabled to his address as it
appears upon the books of the Corporation or to the address last made known in
writing to the Secretary of the Corporation by such director as the address to
which such notices are to be given.
- 3 -
<PAGE>
Section 4. Voting
Each director present shall be entitled to cast one vote on all
questions coming before a meeting of the Board. Except as otherwise provided by
law or in these By-Laws, the vote of a majority of the Directors present at a
meeting at the time of a vote, if a quorum is present at such time, shall be the
act of the Board.
Section 5. Quorum
A majority of the entire Board shall constitute a quorum for the
transaction of business, but less than a quorum may adjourn from time to time,
any meeting until a quorum shall be present, without notice other than by
announcement at the meeting.
Section 6. Fees
The fees to be paid to directors for attending committee meeting or
meetings of the Board may be fixed by the Board from time to time, in its
discretion, subject to the provisions of Section 214 of the New York Insurance
Law, as now or hereafter amended, or of other applicable law.
Section 7. Organization, Chairman and Secretary of Meetings
The Chairman, or in his absence the President of the Corporation, or in
their absence a Vice President, shall call all meetings of the Board to order
and shall act as Chairman of the meeting. In the absence of all of such
officers, a director chosen by those present shall call all meetings of the
Board to order and shall act as Chairman of the meeting.
The Secretary of the Corporation, or in his absence, an Assistant
Secretary, or, in the absence of both, a person appointed by the Chairman of the
meeting, shall act as Secretary of the meeting and shall keep and make a record
of the proceedings thereat.
Section 8. Officers on the Board
The number of officers and salaried employees of the Corporation who
are members of the Board shall at all times be less than a quorum of the entire
Board.
- 4 -
<PAGE>
ARTICLE V
Committees
Section 1. Formation
At the first meeting of the Board to be held after the annual meeting
of shareholders, members of the Executive, Finance and Stock Option Committees
shall be elected. Members of such committees shall hold office for one year or
until their successors shall be elected. At any meeting of the Board there may
be elected such special or other committees as the Board may deem necessary, the
members of which shall hold office for such period as the Board may determine,
or until their successors shall be elected. In establishing special or other
committees, the Board shall specify the purpose for which they are established,
appropriate names for each, the number of members thereof, and the limitations
within which the powers vested in them may be exercised. The action of each
committee shall be recorded and a report shall be submitted to the Board at its
meeting next succeeding such action.
Section 2. Executive Committee
The Executive Committee of the Board shall consist of such number as
the Board may determine, but not less than three Directors, all of whom shall be
elected from the membership of the Board. The Board may also elect from its
membership alternate members of the Executive Committee and state the succession
in which the alternates shall act as members of the Executive Committee in the
event of the absence of any member. During the intervals between meetings of the
Board, the Executive Committee shall have all powers of the Board to the extent
permitted by the Charter and by law.
Section 3. Finance Committee
The Finance Committee of the Board shall consist of such number as the
Board may determine, but not less than three directors, all of whom shall be
elected from the membership of the Board. The Board may also elect from its
membership alternate members of the Finance Committee and state the succession
in which the alternates shall act as members of the Finance Committee in the
event of the absence of any member. The Finance Committee shall act as the
investment committee and, subject to the direction and control of the Board,
shall be charged with the duty and responsibility of supervising the
Corporation's investments and loans, including the power to invest, acquire,
exchange and dispose of any of the assets of the Corporation in such manner and
in such amounts as the committee may determine. All investments shall be made in
the name of "First Investors Life Insurance Company" and shall be authorized or
approved by the Board or by the Finance Committee.
- 5 -
<PAGE>
Section 4. Audit Committee
The Audit Committee of the Board shall consist of such number as the
Board may determine and shall be comprised solely of Directors who are not
officers or employees of the Corporation or of any entity controlling,
controlled by, or under common control with the Corporation and who are not
beneficial owners of a controlling interest in the voting stock of the
Corporation or any such entity. The Audit Committee shall have responsibility
for recommending the selection of independent certified public accountants;
reviewing the Corporation's financial condition and the scope and results of the
independent audit and any internal audit; nominating candidates for Director for
election by shareholders; evaluating the performance of officers deemed to be
principal officers of the Corporation and recommending to the Board of Directors
the selection and compensation of such principal officers.
Section 5. Quorum
A majority of the entire Executive Committee or the entire Finance
Committee shall constitute a quorum to transact business, provided, that a
quorum shall consist of at least three members and an affirmative vote of at
least three members shall be necessary for action. Members of such committees
who are officers and salaried employees of the Corporation shall constitute less
than a majority of each committee.
ARTICLE VI
Officers
Section 1. Election and Term
The following officers of the Corporation shall be elected by the Board
at its annual meeting: The Chairman, the President, one or more Vice Presidents,
the Secretary and the Treasurer. The Board may elect, from time to time, such
other officers as it may deem necessary or proper for the dispatch of the
Corporation's business, including without limitation a General Counsel, an
Actuary, a Comptroller and such number of Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers as it may, from time to time, deem
requisite. The Chairman and the President shall be elected from the membership
of the Board. All officers of the Corporation shall hold office at the
discretion of the Board, and any officer may be removed at any time by the
affirmative vote of a majority of the entire Board. Vacancies may be filled at
any meeting of the Board. In the event of the failure of the Board to elect the
officers at its annual meeting, such officers may be elected at any subsequent
meeting of the Board.
- 6 -
<PAGE>
Section 2. Powers and Duties of Chairman
The Chairman shall preside at all meetings of the shareholders and of
the Board at which he is present and shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board. He
shall have power to sign and acknowledge all deeds and instruments for the
transfer, conveyance or assignment of corporate property, discharge of mortgages
and all other instruments, contracts or evidence of obligation necessary for the
transaction of the corporate business, including all policies of insurance, and
to sign all annual or other statements required by the insurance departments of
the various states, territories, districts, countries or jurisdictions in which
the Corporation may apply for or be granted permission to transact business.
Section 3. Powers and Duties of the President
The President shall perform such duties as may be assigned to him from
time to time by the Board. In the absence of the Chairman, he shall preside at
all meetings of the shareholders and of the Board. Unless otherwise directed by
the Board or the Executive Committee, he may from time to time designate one of
the Vice Presidents to perform the duties of the President during the latter's
absence. Subject to the direction of the Board he shall be the chief executive
officer of the Corporation, shall have the general care and supervision of the
affairs of the Corporation and the direction of its officers, together with the
powers and duties usually incident to the office of President except as
specifically limited by appropriate resolution of the Board, and shall have
power to sign and acknowledge all deeds and instruments for the transfer,
conveyance or assignment of corporate property, discharge of mortgages and all
other instruments, contracts or evidence of obligation necessary for the
transaction of corporate business, including all policies of insurance, and to
sign all annual or other statements required by the insurance departments of the
various states, territories, districts, countries or jurisdictions in which the
Corporation may apply for or be granted permission to transact business.
Section 4. Powers and Duties of Vice President
In the absence or inability to act of the President or if the office of
President be vacant, the Vice Presidents, in order of seniority or in any other
order determined by the Board, subject to the right of the Board from time to
time to extend or confine such power and duties or to assign them to others,
shall perform all the duties and may exercise all the powers of the President.
It shall be the duty of the Vice President to assist the President in the
performance of his duties, and each Vice President shall have such other powers
and shall perform such other duties as may be assigned by the Board, the
Executive Committee or the President.
- 7 -
<PAGE>
Section 5. Powers and Duties of Secretary
The Secretary shall act as Secretary of all meetings of the
shareholders and of the Board at which he is present, shall have supervision
over the giving and serving of notices of the Corporation, shall keep, or cause
to be kept, a complete record of the proceedings of all meetings of the
shareholders, Board, Executive Committee, Finance Committee and Stock Option
Committee, shall be the custodian of all corporate books and records, shall
present at each annual meeting of the shareholders an alphabetical list of the
shareholders with the number of shares held by each and shall have such other
powers and perform such other duties as may be assigned to him from time to time
by the Board, the Executive Committee or the President.
Section 6. Powers and Duties of Treasurer
Subject to the supervision of the Finance Committee, the Treasurer
shall be the chief investment officer of the Corporation, shall have general
supervision over the care and custody of the funds and securities of the
Corporation and shall deposit the same or cause the same to be deposited in the
name of the Corporation in such bank or banks, trust company or trust companies,
and in such safe deposit company or companies as the Finance Committee or Board
may designate, shall have supervision over the account of all receipts and
disbursements of the Corporation, shall, whenever required by the Board, render
or cause to be rendered financial statements of the Corporation, shall have the
power and perform the duties usually incident to the office of Treasurer, and
shall have such other powers and perform such other duties as may be assigned to
him by the Board, the Executive Committee or the President.
Section 7. Other Offices
All other officers shall perform such duties as are assigned to them by
the President and comply with such orders and rules as the Board or the
Executive Committee may issue from time to time.
Section 8. Honorary Titles of Employees
The Board of Directors may by resolution from time to time confer upon
employees of the Corporation the honorary titles of Sales Vice President, Second
Sales Vice President and Assistant Vice President. Said titles shall be of an
honorary nature only, and shall not subject their recipients to any duty or
obligation of any officer of the Corporation nor shall they confer upon their
recipients any authority or power to act in any capacity as an officer of the
Corporation. Said titles may be revoked at any time with or without cause by
resolution of the Board of Directors.
- 8 -
<PAGE>
ARTICLE VII
Corporate Seal
The corporate seal shall be kept in the custody of the Secretary and
shall be affixed by him to such papers executed by the Corporation as may be
necessary or customary.
ARTICLE VIII
Execution of Documents
Section 1. Execution
The President or any Vice President shall have the power to bind the
Corporation upon any and all policies of insurance contracts and other
obligatory instruments by his signature and execution thereof attested by the
signature of the Secretary, any Assistant Secretary or a Registrar, and such
execution shall be deemed to be the act of the Corporation. Such signatures,
when authorized by the Board, may be engraved or printed facsimiles provided
they are countersigned by a Registrar, Assistant Secretary or Secretary.
Section 2. Facsimiles
Where engraved or printed facsimile signatures are used on policy
forms, checks, receipts or other instruments issued or delivered by the
Corporation, such policy forms, checks, receipts or other instruments bearing
the facsimile signature of a deceased, retired or disabled officer may
nevertheless be issued and delivered during a period not exceeding six months
after the death, retirement, or disablement of such officer.
ARTICLE IX
Certificates for Shares
Certificates representing shares of capital stock of the Corporation
shall be in such form, consistent with law and with the Charter, as shall be
approved by the Board. They shall be consecutively numbered in the order of
their issue and shall be signed by the President or any Vice President and by
the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer, and shall be sealed with the corporate seal of the Corporation or a
facsimile thereof. Where certificates are manually signed by a registrar all
other signatures on the certificate may be facsimile, engraved or printed. In
case any officer who shall have signed any such certificate, or whose facsimile
signature shall have been used thereon, shall cease to be such officer before
such certificate shall have been issued by the Corporation, such certificate
may, nevertheless, be used by the Corporation with the same effect as if such
officer had not ceased to be such at the date of issuance of such certificate.
The Board may appoint a Transfer Agent by whom the shares of the Corporation may
be transferred, and also a Registrar, by whom the shares may be registered, and
in the event of such appointments, no certificate for shares of the Corporation
shall be valid unless countersigned by such Transfer Agent and registered by
such Registrar.
- 9 -
<PAGE>
ARTICLE X
Transfer of Shares
Section 1. Transfers
Certificates for shares may be transferred only by assignment endorsed
thereon, or an instrument of assignment attached thereto, and executed by the
person named in the certificate or by an attorney lawfully constituted in
writing. Except as provided below, transfer of shares shall be made on the books
of the Corporation only upon a surrender of the certificate properly assigned,
and upon such surrender a new certificate shall be issued to the assignee signed
as provided in "Article IX". The surrendered certificate shall be cancelled and
delivered to the Secretary who shall preserve the same. In the event that a
certificate has been lost, mislaid, stolen or destroyed, upon written request of
the holder thereof, accompanied by an affidavit of loss, a replacement
certificate may nevertheless be issued in lieu thereof, in the exercise of the
Corporation's discretion, which shall be evidenced by a letter signed by the
President or any Vice President, provided that prior to such issue a surety
bond, in form approved by counsel, be furnished for the protection of the
Corporation, its Transfer Agent, if any, and its Registrar.
Section 2. Fixing of Record Date
Subject to, and in accordance with, the provisions of the Charter, the
Board may at any time fix a record date not more than forty nor less than ten
days prior to (a) the date of any meeting of shareholders or (b) the last day on
which shareholders are entitled to express consent or dissent from any proposal
without a meeting, as the date as of which shareholders entitled to notice of or
to vote at such a meeting, or whose consent or dissent is required or may be
expressed, for any purpose, as the case may be, shall be determined, and, except
as otherwise provided by law, all persons who were the holders of record of
voting shares at such date and no others shall be entitled to notice of and to
vote at such meeting or to express their consent or dissent, as the case may be.
Section 3. Holders of Record
The Corporation shall be entitled to treat the holders of record of any
share or shares as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any person whether or not the Corporation shall have express or
other notice thereof.
- 10 -
<PAGE>
ARTICLE XI
Statutory Agents: Powers of Attorney: Qualification
The President or any Vice President is authorized to appoint statutory
agents of the Corporation, and to execute, with the Secretary or any Assistant
Secretary, powers of attorney in evidence thereof, authorizing them to accept
service of process against the Corporation, to execute any and all papers and to
comply with all applicable requirements of law in order to qualify the
Corporation to do business in any state, territory, district, country or
jurisdiction and to take any other action on behalf of the Corporation necessary
or proper to be taken in compliance with law or with rules or regulations of the
supervisory authorities in order to qualify the Corporation to do business.
ARTICLE XII
Waiver of Notice
Meetings Held on Waiver
Whenever any notice is required to be given under the provisions of
these By-Laws, or of the Charter, or of any of the laws of the State of New
York, a waiver thereof, in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. The attendance of any shareholder at a meeting, in person or
by proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.
- 11 -
<PAGE>
ARTICLE XIII
Amendments
Section 1. By the Directors
In accordance with the provisions of the Charter, these By-Laws may be
amended, added to, altered or repealed, or new by-laws may be adopted, at any
regular or special meeting of the Board at which a quorum is present, by the
affirmative vote of a majority of the directors then in office. If any by-law
regulating an impending election of directors is adopted, amended or repealed by
the Board, there shall be set forth in the notice of the next meeting of the
shareholders for the election of directors the by-law so adopted, amended or
repealed, together with a concise statement of the changes made.
ARTICLE XIV
Indemnification
To the full extent authorized by law and by the Charter, the
Corporation shall and hereby does indemnify any person who shall at any time be
made, or threatened to be made, a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or his intestate is or
was a director or officer of the Corporation or served another corporation in
any capacity at the request of the Corporation, provided, that the notice
required by Section 62-a of the Insurance Law of the State of New York, as now
in effect or as amended from time to time, be filed with the Superintendent of
Insurance.
- 12 -
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Glenn T. Dallas
-------------------
Glenn T. Dallas
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Robert J. Grosso
--------------------
Robert J. Grosso
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Jay G. Baris
----------------
Jay G. Baris
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ George V. Ganter
--------------------
George V. Ganter
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ John T. Sullivan
--------------------
John T. Sullivan
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Nelson Schaenen, Jr.
------------------------
Nelson Schaenen, Jr.
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Jackson Ream
----------------
Jackson Ream
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Kathryn S. Head
-------------------
Kathryn S. Head
PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Scott Hodes
---------------
Scott Hodes
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Glenn O. Head
-----------------
Glenn O. Head
<PAGE>
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company, as Depositor of First
Investors Life Variable Annuity Fund C, hereby appoints Glenn O. Head or Richard
H. Gaebler, and each of them his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-4 for
the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of variable annuity contracts, and any and all amendments to
said Registration Statement (including post-effective amendments), and all
instruments necessary or incidental in connection therewith and to file the same
with the Securities and Exchange Commission. Said attorney shall have full power
and authority to do and perform in the name and on behalf of the undersigned
every act whatsoever requisite or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do, the
undersigned hereby ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents this
7th day of November, 1996.
/s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940, Release No. IC-17599
812-7516
July 18, 1990
First Investors Life Insurance Company, First Investors Life Variable
Annuity Fund C ("Separate Account"), First Investors Corporation, and First
Investors Management Company, Inc. filed an application on May 4, 1990, and an
amendment on June 11, 1990, for an order of the Commission pursuant to Section
6(c) of the Investment Company Act of 1940 (the "Act") exempting them from the
provision of Sections 26(a)(2) and 27(c) (2) of the Act to the extent necessary
to permit the deduction of mortality and expense risk charges from the assets of
Separate Account C.
A notice of the filing of the application was issued on June 19,
1990(Investment Company Act Release No. 17540). The notice gave interested
persons an opportunity to request a hearing and stated that an order disposing
of the application would be issued unless a hearing should be ordered. No
request for a hearing has been received, and the Commission has not order a
hearing.
The matter has been considered and it is found that the granting of the
exemptions is appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policies and
provisions of the Act.
IT IS ORDERED, pursuant to Section 6(c) of the Act, that the requested
exemptions from Sections 26(a)(2) and 27(c)(2) of the Act, be, and hereby are,
granted, effective forthwith.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
