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EXHIBIT 1 A (3) (a)
DISTRIBUTION AGREEMENT BETWEEN
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
AND
CIGNA FINANCIAL ADVISORS, INC.
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PRINCIPAL UNDERWRITING AGREEMENT
AGREEMENT made as of this _____day of _________, 1995 by and between
Connecticut General Life Insurance Company, a Connecticut Corporation ("CG"),
on its own behalf and on behalf of CG Variable Life Insurance Separate Account
A ("Account"), and CIGNA Financial Advisors, Inc., a Connecticut corporation
("CFA"),
WITNESSETH:
WHEREAS, the Account was established under authority of a resolution of
CG's Board of Directors on May 22, 1995, in order to set aside and invest
assets attributable to certain variable life insurance policies ("Policies")
issued by CG;
WHEREAS, CG has registered the Account under the Investment Company Act
of 1940 and has registered the Policies under the Securities Act of 1933;
WHEREAS, CFA is registered as a broker/dealer with the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. ("NASD");
WHEREAS, CG and the Account desire to have Policies sold and distributed
through CFA and CFA is willing to sell and distribute such Policies under the
terms stated herein; and
WHEREAS, CFA may desire to appoint CG, the issuer of the Policies , as
its agent to receive money in connection with the Policies and perform other
services.
NOW THEREFORE, in consideration of the forefoing and the covenants
hereinafter contained, CG and CFA agree as follows:
1. Underwriter. CG hereby appoints CFA as Principal Distributor of the
Policies during the term of this Agreement. CG reserves the right,
however, to refuse at any time or times to sell any Policies hereunder
for any reason, and CG maintains ultimate responsibility for Policy
underwriting.
2. Undertakings Regarding Sales. CFA shall use reasonable efforts to sell
the Policies but does not agree hereby to sell any specific number of
Policies and shall be free to act as underwriter of other securities.
All premiums for Policies shall be held in a fiduciary capacity and
remitted promptly (and in any event within 30 days or such shorter period
as may be required by federal Securities law) in full together with such
application, forms and any other required documentation to CG and CFA
hereby appoints CG as agent of CFA to receive such premiums on CFA's
behalf. Checks or money orders in payment of premiums shall be drawn to
the order of "Connecticut General Life Insurance Company". CFA agrees to
offer the Policies for sale in accordance with the prospectus therefor
then in effect. CFA is not authorized to give any
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information or to make any representations concerning the Policies other
than those contained in the then current prospectus therefor filed with
the SEC or in such sales literature as may be authorized by CG. CG shall
review and approve all advertising concerning the Policies.
3. Compliance. In connection with the sale of the Policies, CFA shall
conform to the Rules of Fair Practice of the NASD, or any successor
entity to the NASD, and the securities laws of any jurisdiction in which
it sells, directly or indirectly, any Policies. CFA shall take
reasonable steps to ensure that its associated persons sell Policies to
persons for whom the Policy is suitable. CFA agrees to make timely
filings with the SEC, the NASD, or any successor entity to the NASD, and
such other regulatory authorities as may be required of any sales
literature relating to the Policies and intended for distribution to
prospective investors. CFA also agrees to furnish to CG sufficient
copies of any agreements or plans it intends to use in connection with
any sales of Policies and to obtain CG's approval in advance of using
such agreements or plans. CFA further agrees to provide information or
reports with respect to its services hereunder pursuant to request by any
regulatory authority having jurisdiction with respect thereto, in order
that such regulatory authority may ascertain whether CG's variable life
insurance operations are being conducted in a manner consistent with
applicable laws and regulations.
4. Registration and Qualification of Policies. CG agrees to execute such
papers and to do such acts and things as shall from time-to-time be
reasonably requested by CFA for the purpose of qualifying and maintaining
qualifications of the Policies for sale under applicable state law and
for maintaining the registration of the Account and interests therein
under the federal Securities Act of 1933 and the federal Investment
Company Act of 1940, as amended; to the end that there will be available
for sale from time-to-time such amount of the Policies as CFA, and any
independent broker-dealers contracting with CFA and CG, may reasonably be
expected to sell. CG shall advise CFA promptly of (a) any action of the
SEC or any authorities of any state or territory, of which it may be
advised, affecting registration or qualification of the Account, or
rights to offer the Policies for sale, and (b) the happening of any event
which makes untrue any statement or which requires the making of any
change in the registration statement or prospectus in order to make the
statements therein not misleading.
5. CFA Independent Contractor. CFA shall be an independent contractor. CFA
is responsible for its own conduct and the employment, control and
conduct of its agents and employees and for injury to such agents or
employees or to others through its agent or employees. CFA assumes full
responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder. All persons selling
Policies shall be duly licensed as insurance producers pursuant to
applicable state laws, and CG shall have responsibility for arranging for
such licensing.
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CFA and CG may, jointly, enter into consulting and/or wholesaling
agreements with broker-dealer/distributors to obtain assistance in
locating independent broker-dealers who are willing to enter into sales
agreements for the sale of the Policies. In addition CFA and CG may,
jointly, enter into sales agreements with other independent
broker-dealers for the sale of Policies.
Notwithstanding the above, CG expressly reserves to itself the ultimate
responsibility and authority for direction and control of the
underwriting services provided hereunder and ultimate control over who
markets the Policies; including the ultimate right to appoint agents and
broker-dealers selling Policies, and to terminate an agent and/or
broker-dealer, once appointed.
6. Expenses Paid by CG. While CFA continues to act as agent of CG to obtain
subscriptions for and to sell Policies, and provided CFA receives no
commission for the sale of the Policies, CG shall pay the following:
(a) all expenses of printing and distributing any prospectus for use in
offering the Policies for sale, and all other copies of any such
prospectus used by CFA in meeting its obligations as a registered
broker-dealer and
(b) all other expenses of advertising and of preparing, printing or
distributing all other literature or material for use in connection with
offering the Policies for sale.
7. Interests in and of CFA. It is understood that any of the policyholders,
directors, officers, employees and agents of CG may be a shareholder,
director, officer, employee or agent of, or be otherwise interested in,
CFA, any affiliated person of CFA, any organization in which CFA may have
an interest or any organization which may have an interest in CFA; that
CFA, any such affiliated person or any such organization may have an
interest in CG; and that the existence of any such dual interest shall
not affect the validity hereof or of any transaction hereunder except as
otherwise provided in the Articles of Incorporation or By-Laws of CG and
CFA respectively, or by specific provision of applicable law.
8. Compensation for Sales of Policies and Appointment of CG as Agent of CFA.
(a) For sales of the Policies by associated persons of CFA and the
continuing obligations of CFA set forth herein, CG shall pay to the
associated persons of CFA on behalf of CFA the commissions set forth in
Schedule A to this Agreement, as such Schedule may be amended from
time-to-time. For Policies sold under agreements that CFA enters into
with other broker-dealers on behalf of CFA, CG shall pay the commissions
set forth in Schedule B to this Agreement, as such Schedule may be
amended from time-to-time.
(b) CG agrees to maintain all required books of account and related
financial records on behalf of CFA. All such books and records shall be
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maintained and preserved pursuant to Rules 17a-3 and 17a-4 under the
Securities Exchange Act (or the corresponding provisions of any future
federal securities laws or regulations). In addition, CG agrees to
maintain records of all sales commissions paid to the associated persons
of CFA and any other broker-dealers pursuant to paragraph (a) above for
the sale of the Policies. All such books and records shall be owned by
and under the control of CG. CG also agrees to send to CFA's customers
all required confirmations of customer transactions, and on behalf of CFA
to pay all sales commissions due and payable to the associated persons of
CFA and/or to other broker-dealers duly authorized by CFA to sell the
Policies.
9. Indemnification.
(a) CG agrees to indemnify and hold harmless CFA and each director or
officer thereof and each person, if any, who is associated with CFA
within the meaning of the Securities Exchange Act of 1934 against any and
all loss, liability, claims, damage, and expenses whatsoever (including
any and all expenses reasonably incurred in investigating or defending
against any litigation commenced or threatened or any claim whatsoever)
arising out of any untrue or alleged untrue registration statement, or
sales material relating to the Policies prepared by CG or supplied to CFA
by CG or in any application ("application") filed in any state in order
to qualify the same for sale or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(b) CFA agrees to indemnify and hold harmless CG and each director or
officer thereof, and each person, if any who controls CG within the
meaning of the Securities Act of 1933, its agents, subsidiaries and
employees, against any and all loss, liability, claims, damages, and
expense whatsoever (including but not limited to any and all expenses
reasonably incurred in investigating or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of any
untrue or alleged untrue statement or representations made (except as
such statements may be made in reliance on the prospectus, registration
statement and sales material supplied by CG), the failure to deliver a
currently effective prospectus (provided that CFA shall be entitled to
rely on representations by CG as to which prospectus is currently
effective at any point in time and CFA shall not be liable for delivering
a prospectus that is not currently effective at the time of delivery
thereof due to a misrepresentation of the currency thereof by CG or other
failure by CG to notify CFA that such prospectus was no longer effective)
or the use of any unauthorized sales literature by CFA (or its employees
or associated persons), in connection with the sale of the Policies.
(c) Promptly after receipt by an indemnified party under this section
of notice of the commencement of any such litigation or claim, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this section, notify the
indemnifying part of the
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commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability, which it may have to any
indemnified party otherwise than under this Section. In case any such
litigation or claim is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than the reasonable cost of investigation.
10. Liability. Each party shall be liable for its own misconduct and
negligence hereunder.
11. Effective Date and Termination. This Agreement shall become effective as
of the date of its execution and delivery, and:
(a) shall continue in force from year-to-year thereafter, subject to
prior termination as provided herein;
(b) may at any time be terminated on sixty days' written notice to CFA
by CG;
(c) may at any time be terminated by CG if CFA fails to perform in a
satisfactory manner;
(d) shall terminate automatically in the event of its assignments by
CFA and shall not be assignable by CG except with written consent of CFA.
(e) may be terminated by CFA on sixty days' written notice to CG.
Termination of this agreement pursuant to this section shall be without
payment of any penalty. In the event of termination for any reason, CG
shall retain all records relating hereto, free from any claim or
retention of rights by CFA.
12. Confidentiality. CFA agrees not to disclose or use any records or
information obtained hereunder in any manner whatever except as expressly
authorized herein, and will keep confidential any information obtained
pursuant hereto, and disclose such information only if CG has authorized
such disclosure, or if such disclosure is expressly required by
applicable state or federal regulatory authorities.
13. Amendment. This Agreement may be amended only by mutual consent of the
parties by an instrument in writing.
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14. Applicable Law and Liabilities. This Agreement is executed and delivered
in the State of Connecticut and shall be governed by and construed in
accordance with the laws of Connecticut. All sales hereunder are to be
made, and title to the Policies shall pass, in Bloomfield, Connecticut.
This Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the Investment Company Act of
1940. To the extent that any provisions hereunder contained conflict with any
applicable provisions of law, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
Connecticut General Life Insurance Company
BY:
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CIGNA Financial Advisors, Inc.
BY:
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