Exhibit 1(c) (i)
FORM OF DISTRIBUTION AGREEMENT AMONG
THE COLONIAL LIFE INSURANCE COMPANY OF AMERICA,
COLONIAL SEPARATE ACCOUNT D AND
CHUBB SECURITIES CORPORATION
SEPARATE ACCOUNT DISTRIBUTION AGREEMENT
BETWEEN
CHUBB SECURITIES CORPORATION
AND
THE COLONIAL LIFE INSURANCE COMPANY OF AMERICA
FOR ITSELF AND ON BEHALF OF ITS
COLONIAL SEPARATE ACCOUNT D
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This Separate Account Distribution Agreement (this
"Agreement") is made this ____ day of __________, 1995, by and between Chubb
Securities Corporation, a corporation organized and existing under the laws of
the State of New Hampshire with its principal place of business in Concord, New
Hampshire (herein the "Distributor"), and The Colonial Life Insurance Company of
America, an insurance company organized and existing under the laws of the State
of New Jersey with its home office in Parsippany, New Jersey (herein the
"Company"), for itself and on behalf of its Colonial Separate Account D, a
separate account established pursuant to the provisions of section 17B:28-7 of
the New Jersey Statutes Annotated and a registered investment company under the
Investment Company Act of 1940 (the "1940 Act") (herein the "Separate Account").
WITNESSETH:
WHEREAS, the Company and the Separate Account propose to offer for sale
certain variable life insurance policies and certificates (together with any
riders, the "Policies") which may be deemed to be securities under the
Securities Act of 1933 (the "1933 Act") and the laws of some states; and
WHEREAS, the Distributor, a wholly-owned subsidiary of Chubb Life Insurance
Company of America, and an affiliate of the Company, is registered as a broker-
dealer with the
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Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934 (the "1934 Act") and is a member of the National Association of
Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the parties desire to have the Distributor act as principal
underwriter for the Separate Account and assume full responsibility for the
securities activities of any "person associated" (as that term is defined in
Section 3(a)(18) of the 0000 Xxx) with the Distributor and engaged directly or
indirectly in the variable life operations (the "Associated Persons"); and
WHEREAS, the parties desire to have the Company perform certain services in
connection with the sale of the Policies;
NOW, THEREFORE, in consideration of the covenants and mutual promises
herein contained and of other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Distributor and the
Company agree as follows:
1. The Distributor will act as the exclusive principal underwriter during
the term of this Agreement in each state or other jurisdiction where the
Policies may legally be sold. The Distributor shall at all times function as and
be deemed to be an independent contractor and will be under no
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obligation to effectuate any particular amount of sales of the Policies or to
promote or make sales, except to the extent the Distributor deems advisable.
Anything in this Agreement to the contrary notwithstanding, the Company retains
the ultimate right to control the sale of the Policies, including the right to
suspend sales in any jurisdiction or jurisdictions, to appoint and discharge
agents of the Company, or to refuse to sell a Policy to any applicant for any
reason whatsoever.
2. The Distributor will assume full responsibility for the securities
activities of, and for securities law compliance by, the Associated Persons,
including, as applicable, compliance with the NASD Rules of Fair Practice and
Federal and state laws and regulations. The Distributor, directly or through
the Company as its agent, will (a) make timely filings with the SEC, NASD, and
any other securities regulatory authorities of any sales literature or materials
relating to the Separate Account, as required by law to be filed, (b) make
available to the Company copies of any agreements or plans intended for use in
connection with the sale of the Policies in sufficient number and in adequate
time for clearance by the appropriate regulatory authorities before they are
used, and (c) train the Associated Persons, use its best efforts to prepare them
to complete satisfactorily any and all applicable NASD and state qualification
examinations, register the Associated Persons
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as its registered representatives before they engage in securities activities,
and supervise and control them in the performance of such activities. In
connection with the clearance by appropriate regulatory authorities the parties
agree to use their best efforts to obtain such clearance by the appropriate
regulatory authorities as expeditiously as reasonably possible and shall not use
any materials, plan or agreement in any jurisdiction unless all filings have
been made and approvals obtained that are necessary to make said use proper and
legal therein.
3. The Company shall undertake to appoint the Distributor's qualified
representatives as life insurance agents of the Company, and shall be
responsible for ensuring that only agents properly qualified under the insurance
laws of all relevant jurisdictions will engage in the offer and sale of
Policies. Completed applications for the Policies shall be transmitted directly
to the Company for acceptance or rejection in accordance with insurance
underwriting and selection rules established by the Company. Initial and
subsequent purchase payments under the Policies shall be made payable to the
Company and shall be held in a fiduciary capacity for and forwarded to the
Company promptly.
4. The Distributor shall take reasonable steps to ensure that the various
representatives appointed by it shall not make recommendations to an applicant
to purchase a
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Policy in the absence of reasonable grounds to believe that the purchase of the
Policy is suitable for said applicant. While not limited to the following, a
determination of suitability shall be based on information furnished to a
representative after reasonable inquiry of such applicant (and any other
information known about the applicant) concerning the applicant's insurance and
investment objectives and financial situation and needs, including the
likelihood that the applicant will make sufficient purchase payments to derive
the benefits thereof.
No person shall use any sales aids, promotional material, or sales
literature which has not been specifically approved in advance by the Company,
and the Company will be responsible for filing such items, as necessary, with
any insurance regulatory authorities and, where necessary, obtaining approvals
of said authorities. No person shall in connection with the offer or sale of
the Policies, make any representations or communicate any information regarding
the Policies or the Company, which are not contained in materials approved by
the Company as aforesaid or in the then-effective Registration Statement of the
Separate Account under the 1933 Act.
5. As between the Company and the Distributor, the Company will, except as
otherwise provided in this Agreement, bear and/or reimburse the Distributor for
the cost of all the
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Distributor's services and expenses hereunder, including direct legal services
and expenses and registration, filing and other fees, in connection with (a)
registering and qualifying the Separate Account, the Policies, and (to the
extent requested by the Distributor) the Associated Persons with Federal and
state regulatory authorities and the NASD (including the training of Associated
Persons for this purpose), (b) printing, filing and distributing all
registration statements and prospectuses (including amendments), Policies,
notices, periodic reports, proxy solicitation material, sales literature and
advertising filed or distributed in connection with the sale of the Policies,
and (c) complying with the requirements of Section 7 below.
6. The Company will, in connection with the sale of the Policies,
reimburse the Distributor for all amounts (including the sales commissions,
trail commissions and expense reimbursement allowances described in the
prospectus for the Policies) paid to the sales representatives or to other
broker-dealers who have entered into selling agreements with the Distributor.
7. The Distributor, directly or through the Company as its agent, will (a)
maintain and preserve in accordance with Rules 17a-3 and 17a-4 under the 1934
Act all books and records required to be maintained in connection with the offer
and sale of the Policies being distributed pursuant to
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this Agreement, which books and records shall remain the property of the
Distributor and shall be subject to inspection by the SEC in accordance with
Section 17 (a) of the Act, and (b) upon or prior to completion of each
transaction for which a confirmation is legally required, send a written
confirmation for each such transaction reflecting the facts of the transaction.
All records maintained hereunder will be available to properly-constituted
governmental authorities, should the same be required to be filed with or
reviewed by said authorities. The Company shall have access to all records
maintained hereunder and, upon reasonable request, copies shall be furnished by
the Distributor.
8. The Distributor will execute such papers and do such acts and things as
shall from time to time be reasonably requested by the Company for the purpose
of (a) maintaining the registration of the Policies under the 1933 Act and the
Separate Account under the 1940 Act, and (b) qualifying and maintaining
qualification of the Policies for sale under the applicable laws of any state.
9. Each party hereto shall advise the other promptly of (a) any action of
the SEC or any authorities of any state or territory, of which it has knowledge,
affecting registration or qualification of the Separate Account or the Policies,
or the right to offer the Policies for sale, and (b) the happening of any event
which makes untrue any statement or
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which requires the making of any change, in the registration statement or
prospectus in order to make the statements therein not misleading.
10. Neither party hereto shall be liable to the other for any action taken
or omitted by it, or any of its officers, agents or employees, in performing
their responsibilities under this Agreement in good faith and without
negligence, willful misfeasance or reckless disregard of such responsibilities.
11. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from the Company such amounts and at
such times as may from time to time be agreed upon by the Distributor and the
Company.
12. As compensation for its services performed and expenses incurred under
this Agreement, the Company will receive all amounts charged as "Sales Charges"
under the Policies. It is understood that the Company assumes the risk that the
above compensation for its services may not prove sufficient to cover its actual
expenses in connection therewith.
13. It is understood that any Policy owner or agent of
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the Separate Account may be a policyholder, shareholder, director, officer,
employee or agent of, or be otherwise interested in, the Distributor, any
affiliated person of the Distributor, any organization in which the Distributor
may have an interest or any organization which may have an interest in the
Distributor; that the Distributor, any such affiliated person or any such
organization may have an interest in the Separate Account; and that the
existence of any such dual interest shall not affect the validity hereof or of
any transaction hereunder except as may otherwise be provided in the articles of
organization or by-laws of the Distributor or by specific provisions of
applicable law. For the purpose of this Agreement, the term "affiliated
persons" shall have its respective meaning defined in the 1940 Act subject,
however, to such exemptions as may be granted by or pursuant to that Act.
14. This Agreement shall become effective as of the date of its execution,
shall continue in full force and effect until terminated, may be amended at any
time by mutual agreement of the parties hereto, and may be terminated at any
time without penalty on sixty days' written notice by any party to the others.
15. The Distributor will not assign or delegate its responsibilities under
this Agreement, except with the written consent of the Company.
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16. This Agreement shall be construed in accordance with the laws of the
State of New Hampshire.
17. The Distributor shall keep confidential any information obtained
pursuant to this Agreement, and shall disclose such information only if the
Company has authorized such disclosure or if such disclosure is expressly
required by applicable Federal or state authorities.
18. The Distributor, the Company and the Separate Account agree to
cooperate fully in any insurance regulatory examination, investigation, or
proceeding or any jurisdictional proceeding arising in connection with the
Policies. The Distributor, the Company and the Separate Account further agree
to cooperate fully in any securities regulatory examination, investigation, or
proceeding or any judicial proceeding with respect to the Company, the Separate
Account, the Distributor, their affiliates and their agents or representatives,
to the extent that such examination, investigation or proceeding is in
connection with Policies distributed under this Agreement. The Distributor
shall furnish applicable Federal and state regulatory authorities with any
information or reports in connection with its services under this Agreement,
which authorities may request in order to ascertain whether the Company's
operations are being conducted in a manner consistent with any applicable law or
regulations.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CHUBB SECURITIES CORPORATION
BY: _________________________
Xxxxx X. Xxxxxxx
TITLE: President
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THE COLONIAL LIFE INSURANCE COMPANY
OF AMERICA FOR ITSELF AND ON BEHALF
OF ITS COLONIAL SEPARATE ACCOUNT D
BY: _________________________
Xxxxxxx X. Xxxxx
TITLE: President and Chief Executive Officer
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