Exhibit 3(a)
Form of Underwriting Agreement with Connecticut Mutual Financial Services, LLC
PRINCIPAL UNDERWRITING AGREEMENT
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AGREEMENT made as of the 1/st/ day of August, 1995 by and between
Connecticut Mutual Life Insurance Company, a Connecticut corporation ("CML"), on
its own behalf and on behalf of Panorama Separate Account ("Account"), and
Connecticut Mutual Financial Services, LLC, a Connecticut limited liability
Company ("CMFS").
WHEREAS, the Account was established on June 23, 1981 pursuant to
authority of CML's Board of Directors in order to set aside and invest assets
attributable to certain variable annuity contracts ("Contracts") issued by CML;
WHEREAS, CML has registered, and will continue the effectiveness of the
registration of the Account under the Investment Company Act of 1940, as amended
(the "1940 Act") and will register the Contracts under the Securities Act of
1933, as amended (the "1933 Act");
WHEREAS, CMFS is registered as a broker/dealer with the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and is a member of the National Association of
Securities Dealers, Inc. ("NASD");
WHEREAS, CML and the Account desire to have Contracts sold and
distributed through CMFS and CMFS is willing to sell and distribute such
Contracts under the terms stated herein; and
WHEREAS, CMFS may desire to appoint CML, the insurer, as its agent to
receive money and perform other services.
WITNESSETH:
In consideration of the covenants hereinafter contained CML and CMFS
agree as follows:
1. Underwriter. CML hereby appoints CMFS as principal underwriter of the
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Contracts during the term of this Agreement. CML reserves the right,
however, to refuse at any time or times to sell any Contracts hereunder for
any reason, and CML maintains ultimate responsibility for the sales of the
Contracts.
2. Undertakings Regarding Sales. CMFS shall use reasonable efforts to sell the
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Contracts but does not agree hereby to sell any specific number of
Contracts and shall be free to act as underwriter of other securities. All
premiums for Contracts shall be held in a fiduciary capacity and remitted
promptly (and in any event within 30 days) in full together with such
application, forms and any other required documentation to CML. Checks or
money orders in payment of premiums shall be drawn to the order of "CML".
CMFS agrees to offer the Contracts for sale in accordance with the
prospectus then in effect. CMFS is not authorized to give any information
or to make any representations concerning the Contracts other than those
contained in the current prospectus filed with the SEC or in such sales
literature as may be authorized by CML. CML shall review and approve all
advertising concerning the Contracts.
3. Compliance. CMFS shall conform to the Rules of Fair Practice of the NASD,
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and the securities laws of any jurisdiction in which it sells, directly or
indirectly, any Contracts. CMFS shall take reasonable steps to ensure that
its associated persons sell Contracts to persons for whom the Policy is
suitable. CMFS 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 Contracts and intended for distribution to
prospective investors. CMFS also agrees to furnish to CML sufficient copies
of any agreements or plans it intends to use in connection with any sales
of Contracts. CMFS 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 CML's variable annuity are being
conducted in a manner consistent with applicable laws and regulations.
4. Registration and Qualification of Contracts. CML agrees to execute such
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papers and to do such acts and things as shall from time-to-time be
reasonably requested by CMFS for the purpose of qualifying and maintaining
qualification of the Contracts for sale under applicable state law and for
maintaining the registration of the Account and interests therein under the
1933 Act and the 1940 Act, to the end that there will be available for sale
from time-to-time such amount of the Contracts as CMFS may reasonably be
expected to sell. CML shall advise CMFS 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 Contracts for sales, and (b) the happening of any event which
makes untrue any statement or which requires the statement or prospectus in
order to make the statements therein not misleading.
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5. CMFS Independent Contractor. CMFS shall be an independent contractor. CMFS
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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. CMFS assumes full responsibility
for its agents and employees under applicable statutes and agrees to pay
all employer taxes thereunder. All persons selling Contracts shall be duly
licensed as insurance producers pursuant to applicable state laws, and CML
shall have responsibility for arranging for such licensing. CMFS and CML
may jointly enter into sales agreements with other independent
broker-dealers for the sale of Contracts. Notwithstanding the above, CML
expressly reserves to itself the ultimate responsibility and authority for
direction and control of the underwriting services provided hereunder;
including the ultimate right to appoint and discharge agents selling
Contracts, and ultimate control over, and responsibility for, marketing the
Contracts.
6. Expenses Paid by CML. While CMFS continues to act as agent of CML to obtain
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subscriptions for and to sell Contracts, and provided CMFS receives no
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commission for the sale of the Contracts, CML shall pay the following:
(a) all expenses of printing and distributing any prospectus for use in
offering the Contracts for sale, and all other copies of any such
prospectus used by CMFS, 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 Contracts for sale.
7. Interests in and of CMFS. It is understood that any of the policyholders,
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directors, officers, employees and agents of CML may be a shareholder,
director, officer employee or agent of, or be otherwise interested in,
CMFS, any affiliated person of CMFS, any organization in which CMFS may
have an interest or any organization which may have an interest in CMFS;
that CMFS, any such affiliated person or any such organization may have an
interest in CML; 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
CML and CMFS, respectively, or by specific provision of applicable law.
8. Compensation for Sales of Contracts and Appointment of CML as Agent of
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CMFS.
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(a) For sales of the Contracts by associated persons of CMFS and the
continuing obligations of CMFS set forth herein, CML shall pay to full
time Life insurance agents of CML who are also associated persons of
CMFS on behalf of CMFS the commissions set forth in Schedule A to this
Agreement, as such Schedule may be amended from time-to-time. For
Contracts sold under agreements that CMFS and CML enter into with other
broker-dealers, CML shall pay on behalf of CMFS, the commissions set
forth in Schedule B to this Agreement, as such Schedule may be amended
from time-to-time.
(b) CML agrees to maintain all required books of account and related
financial records on behalf of CMFS. All such books and records shall
be 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, CML agrees to
maintain records of all sales commissions paid to the associated
persons of CMFS and any other broker-dealers pursuant to paragraph (a)
above for the sale of the Contracts. All such books and records shall
be owned by and under the control of CML. CML also agrees to send to
CMFS's customers all required confirmations of customer transactions,
and on behalf of CMFS to pay all sales commissions due and payable to
full time Life insurance agents of CML who are also associated persons
of CMFS and/or to other broker-dealers duly authorized by CMFS to sell
the Contracts.
9. Indemnification.
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(a) CML agrees to indemnify and hold harmless CMFS and each director or
officer thereof and each person, if any, who is associated with CMFS
within the meaning of the 1934 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 Contracts prepared by CML or supplied to CMFS
by CML or in any application ("application") filed in any state in
order to qualify the same for sale of 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) CMFS agrees to indemnify and hold harmless CML and each director or
officer thereof, and each person, if any who controls CML within the
meaning of the 1933 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 CML), the failure
to deliver a currently effective pro-
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spectus (provided that CMFS shall be entitled to rely on
representations by CML as to which prospectus is currently effective at
any point in time and CMFS shall not be liable for delivery a
prospectus that is not currently effective at the time of delivery
thereof due to a misrepresentation of the currency thereof by CML or
other failure by CML, to notify CMFS that such prospectus was no longer
effective) or the use of any unauthorized sales literature by CMFS (or
its employees), in connection with the sale of the Contracts.
(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 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.
10. Liability. Each party shall be liable for its own misconduct and negligence
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hereunder.
11. Effective Date and Termination. This Agreement shall become effective as of
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August 1, 1995 and shall supersede any prior Principal Underwriting
Agreement which may exist between the parties, and:
(a) shall continue in force from year-to-year, subject to prior termination
as provided herein;
(b) may at any time be terminated on sixty day's written notice to CMFS by
CML;
(c) may at any time be terminated by CML if CMFS fails to perform in a
satisfactory manner;
(d) may be terminated by CMFS on sixty days' written notice to CML.
Termination of this agreement pursuant to this section shall be without
payment of any penalty. In the event of termination for any reason, CML
shall retain all records relating hereto, free from any claim or retention
of rights by CMFS.
12. Confidentiality. CMFS agrees not to disclose or use any records or
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information obtained hereunder in any manner whatsoever except as expressly
authorized herein, and will keep confidential any information obtained
pursuant hereto, and disclose such information only if CML 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
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parties by an instrument in writing.
14. Applicable Law and Liabilities. This Agreement is executed and delivered in
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the State of Connecticut and shall be governed by and construed in
accordance with the laws of Connecticut.
This Agreement shall be subject to all applicable provisions of law,
including, without limitation, the applicable provisions of the 1940 Act. To the
extent that any provisions herein 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 Mutual Life Insurance Company
By: /s/ Xxxx Xxxxxxx Xxxxxxx
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Title: Chief Investment Officer
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Connecticut Mutual Financial Services, LLC
By: /s/ Xxx Xxxx
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Title: President
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Schedule A
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In connection with the services provided hereunder CMFS shall receive the
following: (a) 0.0060% of the Contract Value of each Panorama Contract
underwritten on behalf of the Company; (2) any Contingent deferred sales charge
received on such Contract; (3) any Annual Contract fee received on such
Contracts; and any exchange fee generated from such Contracts.
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