USE THEREIN, SUCH STATEMENTS WILL, WHEN THEY BECOME EFFECTIVE OR ARE FILED
WITH THE SECURITIES EXCHANGE COMMISSION ("SEC"), AS THE CASE MAY BE, CONFORM IN
ALL MATERIAL RESPECTS TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 (THE
"1933 ACT") AND THE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER, AND WILL
NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING.
1.07.
SUBJECT TO AGREEMENT WITH LBL, ALFS MAY ENTER INTO SELLING
AGREEMENTS WITH BROKER-DEALERS WHICH ARE REGISTERED UNDER THE 1934 ACT AND/OR
AUTHORIZED BY APPLICABLE LAW OR EXEMPTIONS TO SELL THE CONTRACTS.
ANY SUCH
CONTRACTUAL ARRANGEMENT IS EXPRESSLY MADE SUBJECT TO THIS AGREEMENT, AND ALFS
WILL AT ALL TIMES BE RESPONSIBLE TO LBL FOR SUPERVISION OF COMPLIANCE WITH
FEDERAL SECURITIES LAWS REGARDING DISTRIBUTION OF THE CONTRACTS.
ARTICLE II.
LBL'S DUTIES AND OBLIGATIONS
2.01.
LBL IS VALIDLY EXISTING AS A STOCK LIFE INSURANCE COMPANY IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF NEBRASKA, AND HAS BEEN DULY QUALIFIED
FOR THE TRANSACTION OF BUSINESS AND IS IN GOOD STANDING UNDER THE LAWS OF EACH
OTHER JURISDICTION IN WHICH IT OWNS OR LEASES PROPERTIES OR CONDUCTS ANY
BUSINESS.
2.02.
LBL REPRESENTS THAT:
(A)
REGISTRATION STATEMENTS FOR EACH OF THE
CONTRACTS IDENTIFIED IN SCHEDULE A SHALL HAVE BEEN FILED WITH THE SEC IN THE
FORM PREVIOUSLY DELIVERED TO ALFS AND THAT COPIES OF ANY AND ALL AMENDMENTS
THERETO WILL BE FORWARDED TO ALFS AT THE TIME THAT THEY ARE FILED WITH THE SEC;
(B)
EACH ACCOUNT IS A DULY ORGANIZED, VALIDLY
EXISTING SEPARATE ACCOUNT, ESTABLISHED BY RESOLUTION OF THE BOARD OF DIRECTORS
OF LBL FOR THE PURPOSE OF ISSUING THE CONTRACTS; AND
(C)
LBL HAS REGISTERED OR WILL REGISTER THE
ACCOUNT AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE
"1940 ACT").
2.03.
EACH REGISTRATION STATEMENT AND ANY FURTHER AMENDMENTS OR
SUPPLEMENTS THERETO WILL, WHEN THEY BECAME EFFECTIVE, CONFORM IN ALL MATERIAL
RESPECTS TO THE REQUIREMENTS OF THE 1933 ACT AND THE RULES AND REGULATIONS OF
THE COMMISSION UNDER SUCH ACT AND WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING; PROVIDED, HOWEVER, THAT
THIS REPRESENTATION AND WARRANTY SHALL NOT APPLY TO ANY STATEMENT OR OMISSION
MADE IN RELIANCE UPON
2
AND IN CONFORMITY WITH INFORMATION FURNISHED IN WRITING TO LBL BY ALFS EXPRESSLY
FOR USE THEREIN.
2.04.
LBL SHALL BE RESPONSIBLE FOR THE LICENSING AND APPOINTING OF
REGISTERED REPRESENTATIVES OF SELLING BROKER-DEALERS AS REQUIRED BY STATE
INSURANCE LAWS.
ARTICLE III.
RECORDS
3.01.
ALFS SHALL KEEP, IN A MANNER AND FORM APPROVED BY LBL AND IN
ACCORDANCE WITH RULES 17A-3 AND 17A-4 UNDER THE 1934 ACT, ACCURATE RECORDS AND
BOOKS OF ACCOUNT AS REQUIRED TO BE MAINTAINED BY A REGISTERED BROKER-DEALER,
ACTING AS PRINCIPAL UNDERWRITER, OF ALL TRANSACTIONS ENTERED INTO ON BEHALF OF
LBL