FORM OF DISTRIBUTION AGREEMENT
BETWEEN
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
AND
[PRINCIPAL UNDERWRITER].
THIS AGREEMENT is made on this [DAY] day of [MONTH], [YEAR] between COMMONWEALTH
ANNUITY AND LIFE INSURANCE COMPANY ("Commonwealth Annuity") on its own behalf
and on behalf of the Commonwealth Annuity Separate Account [__] (the "Account")
and [PRINCIPAL UNDERWRITER]. In consideration of the mutual covenants contained
in this Agreement, the parties agree as follows:
1. Commonwealth Annuity appoints [PRINCIPAL UNDERWRITER] to promote the sale of
variable annuity contracts ("Contracts") issued by Commonwealth Annuity and the
Account. [PRINCIPAL UNDERWRITER] will promote such Contracts in those states in
which Commonwealth Annuity has variable contract authority and in which the
Contracts are eligible for sale under applicable state law. Commonwealth Annuity
agrees to inform [PRINCIPAL UNDERWRITER] of the status of such matters in each
of these states from time to time.
2. The solicitation of Contracts shall be made by persons who are registered
representatives of National Association of Securities Dealers, Inc. ("NASD")
member broker-dealers who have a Selling Agreement with [PRINCIPAL UNDERWRITER],
which agreement shall encompass the promotion of the sale of the Contracts;
provided that, no such registered representative shall be allowed to participate
in the solicitation of the Contracts unless such person has been appointed to
solicit variable Contracts by Commonwealth Annuity in any state in which such
solicitation may occur.
3. All books and records maintained by Commonwealth Annuity in connection with
the sale of Contracts will be maintained and preserved by Commonwealth Annuity
in conformity with the requirements of Rule 17a-3 and 17a-4 under the Securities
Exchange Act of 1934, to the extent that such requirements are applicable to the
Contracts.
4. Commonwealth Annuity assumes full responsibility for the activities of all
persons engaged directly or indirectly in the promotion of the solicitation of
the Contracts, including all sales representatives and associated persons as
defined in the Securities Exchange Act of 1934. [PRINCIPAL UNDERWRITER] shall,
in the course of contracting with NASD member broker-dealers with which it has
agreements, require that such broker-dealers be responsible for the acts of
their registered representatives and associated persons.
5. Compensation to broker-dealers for the sale of Contracts shall be paid by
Commonwealth Annuity through [PRINCIPAL UNDERWRITER]. Any obligation by
[PRINCIPAL UNDERWRITER] to pay such compensation will occur only following
receipt of such amounts by [PRINCIPAL UNDERWRITER] from Commonwealth Annuity.
6. [PRINCIPAL UNDERWRITER], when requested by Commonwealth Annuity, shall
suspend its efforts to effectuate sales of the Contracts at any time
Commonwealth Annuity shall request.
7. Commonwealth Annuity shall bear the expenses of printing and distributing
registration statements and prospectuses relating to the public sale of
Contracts pursuant to this Agreement. Commonwealth Annuity agrees to bear the
expenses of qualification of the Contracts for sale and of continuing the
qualification in the various states. Commonwealth Annuity shall bear the
expenses of any sales literature used by [PRINCIPAL UNDERWRITER] or furnished by
[PRINCIPAL UNDERWRITER] to dealers in connection with offering the Contracts and
the expenses of advertising in connection with such offerings, except for
customized pieces the cost of which shall be mutually agreed to by Commonwealth
Annuity and [PRINCIPAL UNDERWRITER].
8. [PRINCIPAL UNDERWRITER] agrees that it will not use any sales material as
defined under the rules
of the NASD or by the statutes or regulations of any state in which the
Contracts may be solicited, unless such material has received prior written
approval by Commonwealth Annuity.
9. [PRINCIPAL UNDERWRITER], Commonwealth Annuity and the Account shall each
comply with all applicable provisions of the Investment Company Act of 1940,
Securities Act of 1933 and of all Federal and state securities and insurance
laws, rules and regulations governing the issuance and sale of the Contracts.
10. Commonwealth Annuity agrees to indemnify [PRINCIPAL UNDERWRITER] against any
and all claims, liabilities and expenses including but not limited to reasonable
attorneys fees which [PRINCIPAL UNDERWRITER] may incur under the Investment
Company Act of 1940, Securities Act of 1933 and all Federal and state securities
and insurance laws, rules and regulations governing the issuance and sale of the
Contracts, common law or otherwise, arising out of or based upon any alleged
untrue statements of material fact contained in any registration statement or
prospectus of the Account, or any alleged omission to state a material fact
therein, the omission of which makes any statement contained therein misleading
or of any alleged act or omission in connection with the offering, sale or
distribution of the Contracts by any registered representatives or associated
persons of a NASD member broker-dealer which has an agreement with [PRINCIPAL
UNDERWRITER]. [PRINCIPAL UNDERWRITER] agrees to indemnify Commonwealth Annuity
and the Account against any and all claims, demands, liabilities and expenses,
including but not limited to reasonable attorneys fees, which Commonwealth
Annuity or the Account may incur, arising out of or based upon any act of
[PRINCIPAL UNDERWRITER] or of any registered representative of an NASD member
investment dealer which has an agreement with [PRINCIPAL UNDERWRITER] and is
acting in accordance with Commonwealth Annuity 's instructions. Commonwealth
Annuity acknowledges that [PRINCIPAL UNDERWRITER] may similarly attempt to hold
such an NASD member broker-dealer responsible for the acts of registered
representatives and associated persons; and to the extent Commonwealth Annuity
is obligated to indemnify [PRINCIPAL UNDERWRITER] under this Agreement,
[PRINCIPAL UNDERWRITER] agrees to assign its rights against such broker-dealers
to Commonwealth Annuity.
11. Commonwealth Annuity agrees to supply [PRINCIPAL UNDERWRITER] with such
information as may be reasonably required by [PRINCIPAL UNDERWRITER] including
the "net accumulation unit value" computed as of the time prescribed by and in
compliance with all pertinent requirements of the NASD and the Securities and
Exchange Commission.
12. This Agreement shall be effective[DAY, MONTH, YEAR]. This Agreement is
subject to termination by either party upon thirty (30) days' prior written
notice to the other party. This Agreement may not be assigned by either party
without the written consent of the other party. This Agreement shall be
interpreted according to the laws of the State of Massachusetts.
IN WITNESS WHEREOF, this Agreement has been signed by the parties on the date
first above written.
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
BY:
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Title: President and Chief Executive Officer
ATTEST:
-----------------------------
Title: Corporate Secretary
[PRINCIPAL UNDERWRITER]
BY:
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Title: President
ATTEST:
-----------------------------
Title: Secretary
