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EXHIBIT 3.1
FORM OF DISTRIBUTION AGREEMENT
BETWEEN
ZURICH LIFE INSURANCE COMPANY OF AMERICA
AND
INVESTORS BROKERAGE SERVICES, INC.
THIS AGREEMENT is made on this _______ day of ___________, 19__ between ZURICH
LIFE INSURANCE COMPANY OF AMERICA ("ZURICH") on its own behalf and on behalf of
the Zurich Life Variable Annuity Separate Account (the "Account") and INVESTORS
BROKERAGE SERVICES, INC. ("IBS"). In consideration of the mutual covenants
contained in this Agreement, the parties agree as follows:
1. ZURICH appoints IBS to promote the sale of variable annuity contracts
("Contracts") issued by ZURICH and the Account. IBS will promote such
Contracts in those states in which ZURICH has variable contract authority and
in which the Contracts are eligible for sale under applicable state law.
ZURICH agrees to inform IBS 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 Group Agreement with IBS, 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 ZURICH in any state in which such solicitation may occur.
3. All books and records maintained by ZURICH in connection with the sale of
Contracts will be maintained and preserved by ZURICH 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. ZURICH 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. IBS 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
ZURICH through IBS. Any obligation by IBS to pay such compensation will occur
only following receipt of such amounts by IBS from ZURICH.
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6. IBS, when requested by ZURICH, shall suspend its efforts to effectuate
sales of the Contracts at any time ZURICH shall request.
7. ZURICH shall bear the expenses of printing and distributing registration
statements and prospectuses relating to the public sale of Contracts pursuant
to this Agreement. ZURICH agrees to bear the expenses of qualification of the
Contracts for sale and of continuing the qualification in the various states.
ZURICH shall bear the expenses of any sales literature used by IBS or furnished
by IBS 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 ZURICH and IBS.
8. IBS 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 ZURICH.
9. IBS, ZURICH 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. ZURICH agrees to indemnify IBS against any and all claims, liabilities
and expenses including but not limited to reasonable attorneys fees which IBS
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 IBS. IBS agrees to indemnify ZURICH and the
Account against any and all claims, demands, liabilities and expenses,
including but not limited to reasonable attorneys fees, which ZURICH or the
Account may incur, arising out of or based upon any act of IBS or of any
registered representative of an NASD member investment dealer which has an
agreement with IBS and is acting in accordance with ZURICH's instructions.
ZURICH acknowledges that IBS 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 ZURICH is obligated to indemnify IBS
under this Agreement, IBS agrees to assign its rights against such
broker-dealers to ZURICH.
11. ZURICH agrees to supply IBS with such information as may be reasonably
required by IBS 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.
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12. This Agreement shall be effective _____________, 1995. 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 Illinois.
IN WITNESS WHEREOF, this Agreement has been signed by the parties on the date
first above written.
ZURICH LIFE INSURANCE COMPANY OF AMERICA
ATTEST: BY: ___________________________________
TITLE:
________________________________
TITLE:
INVESTORS BROKERAGE SERVICES, INC.
ATTEST: BY: ___________________________________
TITLE: PRESIDENT
________________________________
TITLE:
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