Exhibit 1(c) (i)
FORM
OF
DISTRIBUTION AGREEMENT
AMONG
CHUBB LIFE INSURANCE COMPANY OF AMERICA,
CHUBB SEPARATE ACCOUNT C
AND
CHUBB SECURITIES CORPORATION
SEPARATE ACCOUNT DISTRIBUTION AGREEMENT
---------------------------------------
AMONG
-----
CHUBB SECURITIES CORPORATION,
-----------------------------
CHUBB LIFE INSURANCE COMPANY OF AMERICA
---------------------------------------
AND
---
CHUBB SEPARATE ACCOUNT C
------------------------
SEPARATE ACCOUNT
----------------
DISTRIBUTION AGREEMENT
----------------------
AGREEMENT made this ______ day of _________, 1993, 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"), CHUBB LIFE INSURANCE COMPANY OF AMERICA,
an insurance company organized and existing under the laws of the State of New
Hampshire with its principal place of business in Concord, New Hampshire (herein
the "COMPANY"), and CHUBB SEPARATE ACCOUNT C, a separate account established
pursuant to the provisions of Section 408:23 et seq. of the New Hampshire
Revised Statutes Annotated and a registered investment company under the
Investment Company Act of 1940 (the "1940 Act") (herein the "Separate Account").
W I T N E S S E T H:
WHEREAS, the Company and the Separate Account propose to offer for sale
certain variable life insurance policies (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, 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"); 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 insurance operation (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 obligation to
effectuate any particular amount of sales of 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
-2-
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 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
-3-
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 Policy 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 premium 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 (and, in any event, within not more than 30 days).
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 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 premium payments to
derive the
-4-
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 Securities Act of 1933.
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 services and expenses, 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
-5-
Policies, (c) complying with the requirements of Section 7 below, and (d)
performing its obligations under its Distribution Agreement with Chubb Series
Trust, including, without limitation, the Distributor's obligations thereunder
to pay said trust's distribution expenses.
6. The Company will, in connection with the sale of the Policies,
reimburse the Distributor for all amounts (including the sales commissions and
managers' overrides described in the prospectus for the Policies) paid to the
sales representatives, managers, 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 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 (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
-6-
said authorities. The Company shall have access to all records maintained
hereunder and, upon reasonable request, copies shall be furnished to the
Company.
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 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
-7-
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 Policyholder or agent of 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
-8-
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.
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 juridical 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,
-9-
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CHUBB SECURITIES CORPORATION
BY:
----------------------------
TITLE:
-------------------------
CHUBB LIFE INSURANCE COMPANY OF AMERICA
BY:
----------------------------
TITLE:
-------------------------
CHUBB SEPARATE ACCOUNT C
BY:
----------------------------
TITLE:
-------------------------
-10-
