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EXHIBIT 1.A.3.A
DISTRIBUTION AGREEMENT
AGREEMENT made this day of , 2000 by and between Canada
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Life of America Financial Services, Inc., a Georgia corporation
(the "Distributor") and Canada Life Insurance Company of America, a Michigan
corporation (the "Company").
WITNESSETH:
WHEREAS, the Company and the Canada Life of America Variable Life Account 1 (the
"Account"), a separate investment account established pursuant to Section 925 of
the Michigan Insurance Code, MCLA 500.925, and a registered investment company
under the Investment Company Act of 1940 (the "1940 Act"), propose to offer for
sale certain variable life insurance policies (the "Policies") which may be
deemed to be securities under the Securities Act of 1933 (the "Act") and the
laws of some states;
WHEREAS, the Distributor, a wholly-owned subsidiary of the Company, is
registered as a broker-dealer with the 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");
WHEREAS, the parties desire to have the Distributor act as principal underwriter
for the Account and assume full responsibility for the securities activities of
any "person associated" (as that term is defined is Section 39(a)(18) of the
0000 Xxx) with the Distributor and engaged directly or indirectly in the
variable life insurance operation (the "associated persons");
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, the Distributor and the Company agree as follows:
1. The Distributor will act as the principal underwriter during the term of this
Agreement for the sale of Policies in each state or other jurisdiction where the
Policies may legally be sold. The Distributor will be under no obligation to
effectuate any particular amount of sales of Policies or to promote or make
sales, except to the extent the Distributor deems advisable.
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 Conduct 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 regulatory
authorities of any sales literature or materials relating to the 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 it is agreed that the parties
will use their best efforts to obtain such clearance by the appropriate
regulatory authorities before they are used, and it is agreed that the parties
will use their best efforts to obtain such clearance as expeditiously as
reasonably possible, 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 as its registered
representative before they engage in securities activities, and supervise and
control them in the performance of such activities.
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3. The Company retains the right to accept or reject policy applications. The
Company shall review and approve all advertising pertaining to the Policies. The
Distributor shall not give any information or make any representations
concerning the Policies unless such information or representations are contained
in the registration statement and the pertinent prospectus filed with the
Securities and Exchange Commission, or are contained in sales or promotional
materials approved by the Company.
4. As between the Company and the Distributor, the Company will, except as
otherwise provided in this Agreement, bear the cost of all services and
expenses, including but not restricted to legal services and expenses and
registration, filing of other fees, in connection with (a) registering and
qualifying the Account, the Policies, and (to the extent requested by the
Distributor) the associated persons with Federal and state regulatory
authorities and the NASD and (b) printing 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.
5. The Company will, in connection with the sale of the Policies, pay all
amounts (including the sales commissions described in the prospectus for the
Policies) due to the sales representatives or to those broker-dealers who have
entered into sales agreements with the Distributor, and the Distributor shall
have no interest whatsoever in, nor any obligation to pay, such amounts.
6. 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
officer and sale of the Policies being distributed pursuant to this Agreement,
which books and records shall remain the property of the Distributor and shall
be subject to inspection by the Securities and Exchange Commission in accordance
with Section 17(a) of the Act, and by the National Association of Securities
Dealers, 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 books and records
maintained by or on behalf of the Account pursuant to Section 31 of the 1940 Act
and Rules 31a-1 and 31a-2 thereunder are the property of the Account. In the
event of termination, all such records shall be returned to the Account free
from any claims or retention of rights by the Distributor.
Such books and records shall be available to properly constituted governmental
authorities as required by state law and/or regulation. The Distributor shall
keep confidential and shall not disclose any such books or records obtained
pursuant to this Agreement except as expressly required by state or Federal law
and/or regulations.
7. 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 Account
under the 1940 Act, and (b) qualifying and maintaining qualification of the
Policies for sale under the applicable laws of any state.
8. 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 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 which requires the making of any change, in the
registration statement or prospectus in order to make the statements therein not
misleading.
9. The Company shall not be liable to the Distributor 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
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faith and without gross negligence, willful misfeasance or reckless disregard of
such responsibilities.
10. The Distributor shall not be liable to the Company 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.
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. The Distributor and the Company shall be free to render similar services to
others, including, without implied limitations, such other separate investment
accounts as are now or hereafter established by the Company, so long as the
services of the Distributor and Company hereunder are not impaired or interfered
with thereby.
14. It is understood that any Policyholder or agent of the 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 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 incorporation or by-laws of the
Distributor or by specific provisions of applicable law.
15. 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 either party to the other. In
the event of termination of this Agreement the Distributor is responsible for
notifying the NASD.
16. Notwithstanding any provision herein, the Company retains ultimate
responsibility and authority for the direction and control of the services
provided herein. This Agreement shall not relieve the Company from any
responsibilities or obligations imposed upon its variable life insurance
business by law or regulation.
17. The Distributor will not assign its responsibilities under the Agreement,
except with the written consent of the Company.
18. 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 governed by and construed in accordance with the laws of
the State of Michigan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
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CANADA LIFE OF AMERICA
FINANCIAL SERVICES, INC.
By:______________________________
President
CANADA LIFE INSURANCE COMPANY
OF AMERICA
By:______________________________
President
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