Exhibit 3
[FORM OF SELLING AGREEMENT]
AGREEMENT
AGREEMENT dated as of September ____, 1995, by and between Aetna
Life Insurance and Annuity Company (ALIAC) and Xxxxxxxxxxx Funds
Distributor, Inc., (OFDI).
WITNESSETH
WHEREAS, during the term of its Sub-Distribution Agreement (CLIAC
Agreement) with Confederation Life Insurance and Annuity Company
(CLIAC), OFDI received certain compensation in connection with
deposits made by holders of deferred variable annuity contracts
issued by CLIAC ("CLIAC Contracts"); and
WHEREAS, ALIAC has entered into an Assumption Reinsurance
Agreement, dated May 3, 1995, (Assumption Reinsurance Agreement)
under which ALIAC intends to assume the CLIAC Contracts and,
subject to various regulatory and court approvals, and other
conditions, will assume the CLIAC Contracts on the Closing Date
of the Assumption Reinsurance Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained, the parties hereto agree as follows:
A. Agreements of OFDI.
(1) OFDI agrees not to undertake or participate in any
activities specifically designed to result in replacements of
CLIAC Contracts assumed by ALIAC. Nothing contained herein shall
prevent or restrict OFDI from acting as general distributor, sub-
distributor, marketing agent or in any other capacity in any
jurisdiction with respect to any insurance or annuity policies of
other insurance companies, whether or not similar or identical to
the CLIAC Contracts.
B. Agreements of ALIAC.
If and when ALIAC assumes the CLIAC Contracts:
(1) ALIAC will pay OFDI an amount equal to 62 basis points
per annum on any deposits made on or after the Closing Date of
the Assumption Reinsurance Agreement by holders of CLIAC
Contracts. Such payments will be made on a monthly basis by the
tenth day of the following month and shall either be delivered to
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OFDI's offices at 0000 X. Xxxxxx Xxxxxx, Xxxxxx, XX 00000, Attn:
Treasurer, wired to a bank account designated by OFDI, or sent as
OFDI may otherwise direct in writing. ALIAC will, upon prior
notice, make its books and records with respect to calculation of
such payments available to OFDI or its accountants for periodic
examination.
(2) ALIAC will retain agent identification of CLIAC Brokers
on its records and, to the extent that it is mutually agreed
between the CLIAC Broker and ALIAC, to preserve the relationship
between the CLIAC Broker and the CLIAC Contract assumed by ALIAC.
However, the parties to this Agreement understand that, for good
cause (including death of the agent, severance of the agent's
registration with the broker/dealer or agent actions inconsistent
with preserving the business), ALIAC may be unable to preserve
that relationship.
(3) ALIAC agrees that the names and addresses of the
broker/dealers, insurance agents or financial institutions having
a sales agreement with OFDI (OFDI Dealers), and of any customer
or prospective customer of an OFDI Dealer, that may come to the
attention of ALIAC or any company or person affiliated with ALIAC
solely as a result of the relationship established by this
Agreement or of the relationship established by the CLIAC
Agreement and not from any independent source are confidential
and should not be used by ALIAC or any company or any company or
person affiliated with ALIAC except as may be necessary in
connection with the administration of the CLIAC Contracts. In no
event shall the names and addresses of any such persons be
furnished by ALIAC to any other company or person without OFDI's
express written consent. The intent of this paragraph is that
ALIAC or companies or persons affiliated with it, shall not
utilize, or permit to be utilized, knowledge of OFDI, OFDI
Dealers, or prospective customers of OFDI Dealers derived solely
as a result of the relationships created under this Agreement.
This paragraph shall remain operative and in full force and
effect regardless of the termination of this Agreement, and shall
survive any such termination.
C. Term of Agreement
(1) Commencing on the Closing Date of the Assumption
Reinsurance Agreement, this Agreement will continue in force from
year to year, provided that after a term of two (2) years, either
party may unilaterally terminate this Agreement at any time
without cause upon one hundred and twenty (120) days prior
written notice to the other party of its intention to do so. On
termination of this Agreement, all authorization, rights and
obligations shall cease except (a) the Agreement and provisions
contained in part (3) of paragraph B hereof, and (b) the
obligation to settle accounts hereunder, including compensation
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based on CLIAC Contracts in effect on the Closing Date of the
Assumption Reinsurance Agreement.
D. Governing Law, Notices.
(1) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York and shall be
subject to the provisions of the Investment Company Act of 1940,
the Securities Exchange Act of 1934 and the rules, regulations
and rulings thereunder and of the National Association of
Securities Dealers, Inc.
(2) ALIAC shall promptly give notice to OFDI of the Closing
Date of the Assumption Reinsurance Agreement with CLIAC for
purposes of fixing the Effective Date of this Agreement.
(3) Notice given pursuant to any of the provision of this
Agreement shall be in writing, shall be deemed to have been given
within five days of the date of mailing or on the date of
receipt, whichever is earlier, if sent by first class, registered
or certified mail, postage prepaid and properly addressed, or on
the following day if sent by an overnight courier service, and
shall be delivered as follows (or to such other address as may be
designed from time to time in writing pursuant to the provisions
hereof):
If to ALIAC: Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx, XX0X
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, Senior Vice
President, Strategic Markets &
Products
with a copy to: Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx, XX0X
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
If to OFDI: Xxxxxxxxxxx Funds Distributor, Inc.
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxx, President
with a copy to: Xxxxxxxxxxx Funds Distributor, Inc.
Xxx Xxxxx Xxxxx Xxxxxx - Xxxxx 0000
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxxx, General
Counsel
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The Agreement herein set forth has been and is solely for
the benefit of ALIAC, OFDI and their respective successors and
assign, and no other person shall acquire or have any right under
or by virtue of this Agreement. This Agreement is the entire
agreement between the parties hereto and supersedes all prior
agreements and understanding pertaining to the subject hereof.
This Agreement shall not take effect, and shall be null and
void, if the Assumption Reinsurance Agreement is not closed and
the CLIAC Contracts are not assumed by ALIAC thereunder.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its duly authorized representative.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:
Title:
Date:
XXXXXXXXXXX FUNDS DISTRIBUTOR, INC.
By:
Title:
Date:
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