Exhibit 99(c)
DISTRIBUTION AGREEMENT BETWEEN
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
AND
PRUDENTIAL RETIREMENT BROKERAGE SERVICES, INC.
AGREEMENT made as of the 1st day of April, 2004 by and between
Connecticut General Life Insurance Company, a Connecticut corporation
("CG"), on its own behalf and on behalf of certain of its separate accounts
("Accounts") named in Attachment A to this Agreement, as said Attachment may
be amended from time to time, and Prudential Retirement Brokerage Services,
Inc., a Delaware corporation ("Distributor").
WHEREAS, the Accounts are or will be established under the
authority of the Board of Directors of CG in order to set aside and invest
assets attributable to certain variable annuity contracts and variable life
insurance policies (together, "Policies") issued by CG;
WHEREAS, the Accounts are or will be registered under the
Investment Company Act of 1940, as amended ("the '40 Act") and the Policies
are or will be registered under the Securities Act of 1933, as amended ("the
'33 Act"), unless exemptions from registration under the '40 Act and '33 Act
are available;
WHEREAS, Distributor is registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act
of 1934, as amended ("the '34 Act") and is a member of the National
Association of Securities Dealers, Inc. ("NASD");
WHEREAS, CG and the Accounts desire to have the Policies sold and
distributed by and through Distributor, and Distributor is willing to sell
and distribute such Policies and arrange for their sale and distribution by
other broker-dealers under the terms stated herein; and
WHEREAS, Distributor may desire to appoint CG, the issuer of the
Policies, as its agent to receive money and perform other services.
NOW, THEREFORE, in consideration of the covenants hereinafter contained, CG
and Distributor agree as follows:
1. Underwriter. CG hereby appoints Distributor 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 by Distributor. Distributor 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 law) in full, together with such application, forms
and any other required documentation to CG, and Distributor hereby appoints
CG as agent of Distributor to receive premiums on Distributor's behalf.
Checks or money orders in payment of premiums shall be drawn to the order of
"Connecticut General Life Insurance Company." Distributor agrees to offer
each Policy for sale in accordance with any prospectus then in effect for
such Policy. Distributor is not authorized to give any information or to
make any representations concerning any Policy other than those contained in
the current prospectus for such Policy as filed with the SEC or in such
sales literature as may be authorized by CG. CG shall review and approve or
disapprove all proposed advertising concerning the Policies prior to its
use.
3. Compliance. Distributor shall conform to the Conduct Rules of
the NASD, and the securities laws of any jurisdiction in which it sells,
directly or indirectly, any Policies. Distributor shall take reasonable
steps to ensure that its associated persons sell Policies to persons for
whom a Policy is suitable. Distributor agrees to make timely filings with
the SEC, 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. Distributor also agrees to furnish to
CG sufficient copies of any agreements or plans it intends to use in
connection with any sales of Policies. Distributor 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 product 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 Distributor for the purpose of qualifying and
maintaining qualification of the Policies for sale under applicable state
law and for maintaining the registration of the Accounts and interests
therein, respectively, under the '40 Act and the '33 Act, to the end that
there will be available for sale from time to time such amount of the
Policies as Distributor and other broker-dealers may reasonably be expected
to sell. CG shall advise Distributor promptly of (a) any action of the SEC
or any authority of any state or territory of which it may be advised,
affecting registration or qualification of any Account, 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.
5. Independent Contractor Status. Distributor shall be an
independent contractor. Distributor is responsible for its own conduct and
for the employment, control and conduct of its agents and employees and for
injury to such agents or employees or to others through its agents or
employees. Distributor 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
agents, with variable contract authority if necessary, pursuant to
applicable state laws, and CG shall have responsibility for arranging for
such licensing.
6. Sales by Additional Broker-Dealers. Distributor, with CG's
written consent for each such distributor, may enter into consulting and/or
wholesaling agreements with broker-dealer distributors to obtain assistance
in locating broker-dealers who are willing to enter into sales agreements
for the sale of the Policies. In addition, Distributor or CG may enter into
sales agreements with other independent broker-dealers for the sale of
Policies, provided, however, that with respect to any such other independent
broker-dealer, Distributor shall obtain CG's written consent.
Notwithstanding the above, CG expressly reserves to itself the ultimate
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responsibility and authority for direction and control of the underwriting
services provided hereunder and ultimate control over, and responsibility
for, marketing 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.
7. Expenses Paid by CG. While Distributor continues to act as agent
of CG to obtain applications for and to sell Policies, and provided
Distributor (as distinguished from its associated persons) 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 Distributor, and
(b) all other expenses of advertising and of preparing, printing
and distributing all other literature or material for use in connection with
offering the Policies for sale.
8. Interests in and of Distributor. 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, Distributor, any affiliated person of Distributor, any
organization in which Distributor may have an interest or any organization
which may have an interest in Distributor; that Distributor, 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
Charter, Articles of Incorporation or By-Laws of CG and Distributor, or by
specific provision of applicable law.
9. Compensation for Sales of Policies and Appointments of CG as
Agent of Distributor.
(a) For sales of the Policies by associated persons of Distributor
and the continuing obligations of Distributor set forth herein, CG may pay
to the associated persons of Distributor on behalf of Distributor
commissions. Any commission arrangement shall be described in a schedule
which shall be attached hereto as Schedule A, and which may be amended from
time to time by CG without prior notice. For Policies sold under agreements
that Distributor enters into with other broker-dealers on behalf of
Distributor CG shall pay commissions set forth in a schedule which must be
attached to any such agreement, as such schedule may be amended from time to
time by CG.
(b) CG agrees to maintain all required books of account and related
financial records on behalf of Distributor. All such books and records shall
be maintained and preserved pursuant to Rules 17a-3 and 17a-4 under the '34
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 Distributor and any other
broker-dealers pursuant to paragraph (a) above for the sale of Policies. All
such books and records shall be owned by and under the control of CG. CG
also agrees to send to Distributor's customers all required confirmations of
customer transactions, and on behalf of Distributor to pay all sales
commissions due and payable to the associated persons of Distributor and/or
to other broker-dealers duly authorized by Distributor to sell the Policies.
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10. Indemnification.
(a) CG agrees to indemnify and hold harmless Distributor and each
director or officer thereof and each person, if any, who is associated with
Distributor within the meaning of the '34 Act 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 Distributor by CG, or
in any 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) Distributor 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 '33 Act, 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 representation 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
Distributor shall be entitled to rely on representations by CG as to which
prospectus is currently effective at any point in time and Distributor 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 Distributor that such
prospectus was no longer effective) or the use of any unauthorized sales
literature by Distributor (or its employees) 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 party of
the 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.
11. Liability. Each party shall be liable for its own misconduct
and negligence hereunder.
12. Effective Date and Termination. This Agreement shall act to
amend any previous agreement between the parties styled in whole or in part
as a principal underwriting agreement shall be effective as of the date
first above written, and:
(a) shall continue in force from year to year thereafter, subject
to prior termination as provided herein;
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(b) may at any time be terminated by CG upon sixty days' written
notice to Distributor;
(c) may at any time be terminated by CG if CG reasonably determines
that Distributor has failed to perform in a satisfactory manner;
(d) shall terminate automatically in the event of its attempted
assignment by Distributor and shall not be assignable by CG except with the
written consent of Distributor;
(e) may at any time be terminated by Distributor upon 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 Distributor, provided, however, that copies of all records will be
made available to regulatory authorities having jurisdiction over
Distributor.
Notwithstanding the foregoing, Distributor shall not terminate this
Agreement prior to December 31, 2004 except as required by law or due to a
default by CG which, if capable of cure, is not cured within any applicable
grace or notice period. This Agreement shall immediately terminate in event
of its assignment (as that term is defined in the 1940 Act).
For purposes hereof, the term "default" shall include, without limitation:
(a) an Account's failure to maintain a required effective registration under
the 1940 Act or the Securities Act of 1933; (b) inclusion in a relevant
registration statement, prospectus, statement of additional information or
other marketing material prepared by CG of an untrue statement of a material
fact or omission to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; (c) a material
breach by CG of any representation, warranty or covenant in this Agreement,
or (d) a failure to pay when due any amount due to Distributor.
13. Confidentiality. Distributor agrees not to disclose or use any
records or information obtained hereunder in any manner whatsoever except as
expressly authorized herein, 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 state or
federal regulatory authorities having appropriate jurisdiction or otherwise
by force of law.
14. Amendment. This Agreement may be amended only by an instrument
in writing signed by both parties.
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15. 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 (other than its rules with
respect to conflicts of law). To the extent any provisions herein contained
conflict with any applicable provisions of law, the latter shall control and
this Agreement shall, to that extent, be deemed modified.
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
PRUDENTIAL RETIREMENT BROKERAGE SERVICES,
INC.
By: /s/ Xxxx X. Xxx
------------------------
Name: Xxxx X. Xxx
Title: President
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Attachment A
Separate Accounts
1. CG Variable Life Insurance Separate Account A Established May 22,
1995 File Number 811-7317 (Group Registered Product)
2. CG Corporate Insurance Variable Life Separate Account 02
Established February 22, 1996 File Number 811-7563 (COLI Registered
Product)
3. Separate Accounts of Connecticut General Life Insurance Company
exempt from registration under the Investment Company Act of 1940
issuing privately placed corporate and bank owned life insurance
products, now existing or created after the date of this Agreement
