UNDERWRITING AND SERVICING AGREEMENT
This Underwriting and Servicing Agreement (Agreement) is entered into by and between Merit Life Insurance Company (Merit), and INTE Securities LLC (Principal Underwriter), effective this day of , 2020 (Effective Date).
WHEREAS, Merit is a life and annuity company duly organized and validly existing under the laws of the State of Texas and is subject to supervision by the Texas Department of Insurance;
WHEREAS, Merit is currently developing a number of contingent deferred annuity (CDA) products;
WHEREAS, Merit intends for such CDAs to be issued following the effectiveness of its Registration Statements relating thereto filed with the Securities and Exchange Commission (SEC) on Form S-1, pursuant to the Securities Act of 1933, as amended (the 1933 Act);
WHEREAS, Merit desires to retain Principal Underwriter to act as principal underwriter for the distribution of the CDAs in order to satisfy the requirements of the federal securities laws and Principal Underwriter desires to provide such services;
WHEREAS, Principal Underwriter is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 (the 1934 Act) and is a member of the Financial Industry Regulatory Authority (FINRA);
WHEREAS, Merit expects to enter into agreements with investment advisory firms (Financial Firms), who will manage the accounts with respect to which the CDAs are issued;
WHEREAS, affiliates of these Financial Firms registered as broker-dealers, together with other registered broker-dealers with whom a Financial Firm may work, may be authorized by Principal Underwriter to participate in the distribution of the CDAs;
WHEREAS, in the alternative, certain Financial Firms may directly refer their clients to the Principal Underwriter, whose registered representatives also will be employees of Merit and, when required, licensed insurance agents, for the purchase of CDAs.
NOW, THEREFORE, in consideration of the mutual promises contained herein the parties agree as follows:
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Representations of Principal Underwriter.
Principal Underwriter represents and warrants that it is registered as a member of FINRA and as a broker-dealer with the SEC and, to the extent necessary to perform the activities contemplated hereunder, is registered, or otherwise qualified or exempt, under the applicable securities laws of every state or other jurisdiction in which the CDAs are offered. Principal Underwriter further represents that the activity undertaken pursuant to this Agreement is activity permitted by its Membership Agreement with FINRA.