Exhibit 1.(3)(a)
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DISTRIBUTION AGREEMENT
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AGREEMENT, dated as of __________ __, 1998, by and among Liberty Life
Distributors LLC ("Distributor"), Liberty Life Assurance Company of Boston
("Liberty Life") and LLAC Variable Account of Liberty Life ("Variable Account").
W I T N E S S E T H
WHEREAS, the Variable Account is a separate account established and maintained
by Liberty Life pursuant to the laws of the Commonwealth of Massachusetts, under
which income, gains and losses, whether or not realized, from assets allocated
to the Variable Account, are credited to or charged against the Variable Account
without regard to other income, gains or losses of Liberty Life;
WHEREAS, the Variable Account is registered as an investment company under the
Investment Company Act of 1940, as amended ("1940 Act");
WHEREAS, Liberty Life intends to issue certain variable universal life insurance
contracts and may in the future issue additional forms of variable life
insurance contracts, whose net considerations may be allocated in whole or in
part to the Variable Account for investment, and may in the future issue
variable life insurance and variable annuity contracts, whose net considerations
may be allocated in whole or in part to other separate accounts maintained by
Liberty Life;
WHEREAS, Liberty Life proposes to make the variable life insurance contracts and
variable annuity contracts listed on Schedule A of this Agreement ("Contracts")
available for sale to suitable purchasers;
WHEREAS, the variable portions of the Contracts are registered under the
Securities Act of 1933 ("1933 Act");
WHEREAS, Distributor, a wholly-owned subsidiary of Liberty Life, is a
broker-dealer registered under the Securities Exchange Act of 1934 ("1934 Act")
and is a member of the National Association of Securities Dealers, Inc.
("NASD");
WHEREAS, the parties hereto desire to have Distributor act as principal
underwriter or distributor for the separate accounts of Liberty Life listed on
Schedule B of this Agreement ("Separate Accounts") to assume the
responsibilities set forth in this Agreement with respect to the distribution of
the Contracts, and Distributor desires to assume such responsibilities;
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT AND AUTHORIZATION
a. Liberty Life authorizes Distributor to act, and Distributor agrees to
serve, as the principal underwriter for the Separate Accounts and as a
distributor of the Contracts in each state or other jurisdiction where the
Contracts may legally be sold. Distributor also is authorized and hereby
agrees to find purchasers for the Contracts, in each case acceptable to
Liberty Life.
b. Distributor is hereby authorized to enter into separate written agreements
("Selling Agreements"), on such terms and conditions as Distributor may
determine not to be inconsistent with this Agreement, with broker-dealers
("Selling Broker-Dealers") that agree to participate in the distribution
of, and to use their best efforts to solicit applications for, the
Contracts. The Selling Agreements shall be substantially in the form of the
Form of Selling Agreement attached as Exhibit A to this Agreement, or such
other form(s) as may be agreed upon by the parties. The Selling Agreements
shall provide that each Selling Broker-Dealer shall be required to assume
full
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responsibility for continued compliance by itself and its associated
persons (as defined in Section 3(a)(18) of the ▇▇▇▇ ▇▇▇) with the NASD
Rules and applicable federal and state securities and insurance laws. Each
Selling Broker-Dealer and its registered representatives ("Agents")
soliciting applications for the Contracts shall be duly and appropriately
licensed, appointed by Liberty Life, registered and otherwise qualified for
the sale of the Contracts under the NASD Rules and federal and state
securities and insurance laws applicable to the offer and sale of the
Contracts.
c. Distributor shall provide each Selling Broker-Dealer with a copy of Liberty
Life's statement in support of the concepts in the Principles and Code of
Ethical Market Conduct of the Insurance Marketplace Standards Association
(the "IMSA Principles and Code"), and shall require each Selling
Broker-Dealer to agree to comply with that statement and to engage in
active and fair competition as contemplated by the IMSA Principles and
Code. Any supervision of the Selling Broker-Dealers required by applicable
law shall be performed by Distributor, and Distributor shall assume any
legal responsibilities of Liberty Life for the acts or omissions of any
Selling Broker-Dealer or its Agents.
d. Distributor will not publicly offer or seek purchasers for a Contract
unless and until the Registration Statement for that Contract is effective.
In addition, Distributor will not publicly offer or seek purchasers for a
Contract in a state or jurisdiction in which that Contract is not qualified
for sale under all applicable securities and insurance laws. Distributor
will use its best efforts to provide information and marketing assistance
to licensed insurance agents and broker/dealers on a continuing basis.
e. The variable insurance contracts covered by this Agreement are described on
Schedule A. The Separate Accounts covered by this Agreement are described
on Schedule B. Liberty Life in its sole discretion may amend Schedule A
from time to time to add or delete other classes of variable life insurance
or variable annuity contracts issued by Liberty Life and may amend Schedule
B to add or delete other Separate Accounts. The provisions of this
Agreement shall apply with equal force to such additional Contracts and
Separate Accounts unless the Contract requires otherwise.
f. Anything in this Agreement to the contrary notwithstanding, Liberty Life
shall retain the ultimate right of control over, and the responsibility
for, the issuance, servicing and marketing of the Contracts, including the
right to review and approve all advertising concerning the Contracts, to
suspend sales of the Contracts in any jurisdiction, to appoint and
discharge its agents authorized to sell the Contracts, and to refuse to
sell a Contract to any applicant for any reason whatsoever.
2. LICENSING AND APPOINTMENT OF ASSOCIATED PERSONS AND AGENTS
a. Distributor is authorized to recommend the appointment of its associated
persons ("Associated Persons") and the Selling Broker-Dealers and their
eligible Agents as agents of Liberty Life for the sale of Contracts.
Distributor shall not propose an Associated Person or Agent for appointment
unless such person is an "associated person" of Broker-Dealer (as defined
in Section 3(a)(18) of the 1934 Act), duly registered as a representative
of Distributor or a Selling Broker-Dealer, as appropriate, and duly
licensed as an insurance agent in the state(s) in which it is proposed that
such person engage in solicitation of sales of the Contracts. Distributor
shall be responsible for such Associated Persons' continuing compliance
with applicable securities registration requirements and state insurance
agent licensing laws. Each Selling Broker-Dealer shall be responsible for
its Agents' continuing compliance with applicable securities registration
requirements and state insurance agent licensing laws.
b. Distributor shall assist Liberty Life in the appointment of Agents under
applicable insurance laws to sell the Contracts. Distributor or the
sponsoring Selling Broker-Dealer, as appropriate, shall comply with Liberty
Life's requirements, including the General Letter of Recommendation
(attached as Exhibit B), in submitting licensing or appointment
documentation for Associated Persons and Agents. All such documentation
shall be submitted to Liberty Life or its designated agent licensing
administrator.
c. Liberty Life reserves the right to refuse to appoint any such designated
Associated Person or Agent and, once appointed, to terminate or refuse to
renew such appointment.
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d. The parties hereto recognize that any Associated Person or Agent selling
the Contracts as contemplated by this Agreement shall be acting as an
insurance agent of Liberty Life and that the obligations and rights of
Distributor to supervise such persons shall be limited to the extent
specifically described herein or required under applicable federal or state
securities laws or NASD Rules. Such Agents shall not be considered agents
or employees of Distributor, unless any contract between Distributor and
any such person specifically provides otherwise. Further, it is intended by
the parties hereto that such Associated Persons and Agents are and shall
continue to be considered to have a common law independent contractor
relationship with Liberty Life and not to be considered common law
employees of Liberty Life, unless any contract between Liberty Life and any
person selling the Contracts specifically provides otherwise.
3. SUPERVISION OF ASSOCIATED PERSONS
a. Distributor shall be fully responsible for carrying out all compliance and
supervisory obligations in connection with the distribution of the
Contracts, as required by the NASD Conduct Rules ("NASD Rules") and by
federal and any applicable state securities laws. Distributor shall assume
full responsibility for oversight of the securities activities of its
Associated Persons engaged directly or indirectly in the distribution of
the Contracts, and shall have the authority to require that disciplinary
action be taken with respect to the Associated Persons. Distributor agrees
to comply with Liberty Life's statement in support of the concepts in the
IMSA Principles and Code and to engage in active and fair competition as
contemplated by the IMSA Principles and Code.
b. Distributor is specifically charged with the responsibility of supervising
and reviewing its Associated Persons' use of sales literature and
advertising and all other communications with the public in connection with
the Contracts. No sales solicitation, including the delivery of
supplemental sales literature or other such materials, shall occur, be
delivered to or used with a prospective purchaser unless accompanied or
preceded by the appropriate then current prospectus, the then current
prospectus for the underlying funds funding the Contract, and where
required by state insurance law, the then current statement of additional
information.
c. Distributor shall execute any electronic or telephone orders only in
accordance with the current prospectus applicable to the Contracts and
agrees that Liberty Life will not be liable for any loss incurred as a
result of acting upon electronic or telephone instructions containing
unauthorized, incorrect or incomplete information received from Distributor
or its Associated Persons.
d. Upon request by Liberty Life, Distributor shall furnish appropriate records
or other documentation to evidence its diligent supervision of Associated
Persons.
e. If an Associated Person performs any unauthorized transaction with respect
to a Contract, Distributor shall bear sole responsibility, shall notify
Liberty Life and shall act to terminate such unauthorized activities.
f. If an Associated Person fails to meet Distributor's rules and standards,
Distributor shall notify Liberty Life and shall act to terminate any
violative conduct of such Associated Person relating to the Contracts.
4. SALES PROMOTION MATERIAL AND ADVERTISING
a. During the term of this Agreement, subject to the approval of Liberty Life,
Distributor will be responsible for providing and approving all
promotional, sales and advertising material to be used by Distributor and
Selling Broker-Dealers in connection with the offer and sale of Contracts.
Distributor will file such materials or will cause such materials to be
filed with the SEC and the NASD, and with any state securities regulatory
authorities, as required. Liberty Life reserves the right to require the
recall of any material approved by it at any time for any reason, and
Distributor shall promptly comply, and cause all Selling Broker-Dealers to
promptly comply, with any such request for the return of material and shall
not use such material thereafter.
b. Distributor will require that the Associated Persons and Agents use only
the effective current prospectuses, statements of additional information
("SAIs") and other materials authorized by Liberty Life for use in
soliciting
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the sale of the Contracts. Distributor is not authorized, and may not
authorize anyone else, to give any information or to make any
representation concerning Liberty Life, the Contracts, the Separate
Accounts or the funding media for the Contracts other than those contained
in the current materials authorized for use by Liberty Life. Distributor
and its Associated Persons may not modify or represent that they are
authorized to modify any such prospectus, SAI or other materials authorized
by Liberty Life for use in soliciting the sale of the Contracts.
5. OBLIGATIONS OF DISTRIBUTOR
a. All solicitations for the sale of Contracts will be made only by Associated
Persons and Agents who are registered representatives of Distributor or a
Selling Broker-Dealer and duly licensed insurance agents and appointed by
Liberty Life. Continued solicitation for the Contracts shall be contingent
upon the continuing qualification of such Associated Persons and Agents by
possession of the required licenses, appointments, and registrations.
Solicitation may only occur in those states in which Liberty Life is
admitted to do business and in which the Contracts have been approved for
sale by the appropriate regulatory authority.
b. All applications for the Contracts shall be made on application forms
supplied by Liberty Life or in a form otherwise satisfactory to Liberty
Life. All applications for Contracts shall be subject to acceptance or
rejection by Liberty Life in its sole discretion. If Liberty Life rejects
an application, it will return any premium paid by that applicant to such
applicant and promptly notify Distributor of such action. If a purchaser
exercises his or her free look right under a Contract, any amount to be
refunded as provided in such Contract will be so refunded to the purchaser
by or on behalf of Liberty Life and the relevant Separate Accounts(s) and
Liberty Life will promptly notify Distributor of such action.
c. All money payable in connection with the Contracts, whether as purchase
payments or otherwise, and whether paid by, or on behalf of any applicant
or contract owner, is the property of Liberty Life. Distributor shall
promptly transmit to Liberty Life any such payment received by it in
accordance with Liberty Life's administrative procedures without any
deduction or offset for any reason, unless there has been mutual
arrangement for net wire transmissions between Distributor and Liberty
Life. No cash payments shall be accepted by Distributor in connection with
the Contracts.
d. Before transmitting to Liberty Life applications or other documents
relating to Contracts sold by Associated Persons, Distributor shall review
such documents for completeness and correctness. Distributor promptly, but
in no case later than the end of the next business day following receipt by
Distributor or an Associated Person, shall forward completed applications
to Liberty Life in accordance with Liberty Life's administrative
procedures. Applications and payments shall be sent to Liberty Life at the
address shown on the application or such other address as Liberty Life may
specify from time to time. Checks, money orders or electronic transmissions
of funds in payment on any Contract shall be drawn to the order of "Liberty
Life Assurance Company of Boston".
e. Contracts issued on accepted applications shall be delivered to the
Contract owner according to procedures established by Liberty Life. If
Liberty Life forwards a Contract to Distributor for delivery, such Contract
shall be delivered to the Contract owner within five days after the issue
date of the Contract.
f. Distributor agrees to comply with the established rules and regulations of
Liberty Life now in effect or which may be established hereafter.
g. Distributor agrees to carry out its sales and administrative activities and
obligations under this Agreement in continuous compliance with the federal
and state laws and regulations, including those governing securities and
insurance related activities or transactions, as applicable. Distributor
shall notify Liberty Life immediately in writing if Distributor fails to
comply with any applicable law or regulation.
h. The costs of printing the prospectuses, SAIs and sales material used in
connection with the solicitation of applications for the Contracts shall be
borne by Liberty Life. Liberty Life shall provide Distributor with a
reasonable supply of such materials. Liberty Life shall make available to
Distributor copies of all financial
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statements and other documents that Distributor shall reasonably request
for use in connection with the distribution of the Contracts.
i. Distributor periodically shall furnish reports to Liberty Life as to the
sale of Contracts made pursuant to this Agreement.
6. BOOKS AND RECORDS
a. Distributor and Liberty Life shall each maintain and preserve, or cause to
be maintained and preserved such books and records concerning the offer and
sale of the Contracts as may be required by the SEC, the NASD and other
agencies having jurisdiction and that may be reasonably required to reflect
adequately the Contracts business conducted by each party. Each party shall
make such books and records reasonably available to the other party. The
parties shall promptly furnish each other with any reports and information
the other party may reasonably request for the purpose of meeting its
reporting and recordkeeping requirements under the insurance laws of any
state, under any applicable federal or state securities laws, rules or
regulations, or under the rules of the NASD.
b. Distributor and Liberty Life shall each submit to all regulators and
administrative bodies having jurisdiction over the sales of the Contracts,
present or future, any information, reports or other material that any such
body by reason of this Agreement may request or require pursuant to
applicable laws or regulations. In particular, without limiting the
foregoing, Liberty Life agrees that any books and records which it
maintains which are required to be maintained by Distributor under Rule
17a-3 or 17a-4 of the 1934 Act shall be subject to inspection by the SEC in
accordance with Section 17(a) of the 1934 Act.
c. Distributor and Liberty Life each agree and understand that all documents,
reports, records, books, files and other materials required under
applicable NASD regulations and federal and state securities laws relative
to the sale of Contracts shall be the property of Distributor, except that:
(a) any books and records maintained by Liberty Life that relate to sales
compensation shall be the joint property of Liberty Life and Distributor,
and (b) all such documents, reports, records, books, files and other
materials that are also required by applicable regulation or law to be
maintained by Liberty Life shall be the joint property of Distributor and
Liberty Life. All other documents, reports, records, books, files and other
materials maintained relative to this Agreement shall be the property of
Liberty Life. Upon the termination of this Agreement, all such material
shall be returned to the applicable party.
d. Subject to applicable SEC or NASD restrictions, Liberty Life, as agent for
Distributor, will send confirmations of Contract transactions to Contract
owners. Liberty Life will make such confirmations and records of
transactions available to Distributor upon request. Liberty Life also will
maintain Contract owner records on behalf of Distributor to the extent
permitted by applicable securities laws. Distributor and Liberty Life from
time to time during the term of this Agreement shall allocate among
themselves, subject to a right of further delegation, the administrative
responsibility for maintaining and preserving the books, records and
accounts kept in connection with the Contracts.
7. REPRESENTATIONS
a. Liberty Life represents and warrants to Distributor that:
(1) Liberty Life has filed a Registration Statement with the Commission for
each of the Contracts. Liberty Life has delivered to Distributor a copy of
each such Registration Statement. Liberty Life will deliver to Distributor
a copy of each amendment to any such Registration Statement promptly after
such amendment is filed with the SEC.
(2) The Registration Statements for the Contracts and any further
amendments or supplements thereto will, when they become effective, conform
in all material respects to the requirements of the 1933 Act and the 1940
Act, and the rules and regulations of the Commission under such Acts, and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statement
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or omission made in reliance upon and in conformity with information
furnished in writing to Liberty Life by Distributor expressly for use
therein.
(3) Liberty Life is validly existing as a stock life insurance company in
good standing under the laws of the Commonwealth of Massachusetts, with
power to own its properties and conduct its business as described in the
Prospectus. Liberty Life has been duly qualified for the transaction of
business and is in good standing under the laws of each other jurisdiction
in which it owns or leases properties or conducts any business.
(4) The Contracts have been duly and validly authorized and when issued and
delivered with payment therefor as provided herein, will be duly and
validly issued and will conform to the description of such Contracts
contained in the Prospectuses relating thereto.
(5) The performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in a violation
of any of the provisions of or default under any statute, indenture,
mortgage, deed of trust, note agreement or other agreement or instrument to
which Liberty Life is a party or by which Liberty Life is bound (including
Articles of Incorporation, By-Laws, or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over Liberty Life
or any of its properties).
(6) There are no material legal or governmental proceedings pending to
which Liberty Life or the Separate Accounts are a party or of which any
property of the Separate Accounts is the subject (other than as set forth
in the Prospectus relating to the Contracts), or litigation incident to the
kind of business conducted by Liberty Life which, if determined adversely
to Liberty Life would individually or in the aggregate have a material
adverse effect on the financial position, surplus or operations of Liberty
Life.
b. Distributor represents and warrants to Liberty Life that:
(1) Distributor is a broker/dealer duly registered with the SEC pursuant to
the 1934 Act, is a member in good standing of the NASD, and is in
compliance with the securities laws in those states in which it conducts
business as a broker/dealer.
(2) The performance of this Agreement and the consummation of the
transactions herein contemplated will not result in a breach or violation
of any of the terms or provisions of or constitute a default under any
statute, indenture, mortgage, deed of trust, note agreement or other
agreement or instrument to which Distributor is a party or by which it is
bound (including the Articles of Incorporation or Bylaws of Distributor or
any order, rule or regulation of any court or governmental agency or body
having jurisdiction over either Distributor or its property).
(3) To the extent that any statements made in the Registration Statement or
any amendment or supplement thereto are made in reliance upon and in
conformity with written information furnished to Liberty Life by
Distributor expressly for use therein, such statements will, when they
become effective or are filed with the Commission, as the case may be,
conform in all material respects to the requirements of the 1933 Act and
the rules and regulations of the Commission thereunder, and will not
contain any untrue statement of material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading.
8. INDEPENDENT CONTRACTOR
Distributor shall at all times function as and be deemed to be an independent
contractor and not as an employee of Liberty Life. Distributor will be under no
obligation to effectuate any particular number or dollar volume of sales of
Contracts, except to the extent Distributor deems advisable.
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9. COMPENSATION AND EXPENSES
a. Liberty Life shall compensate Distributor for its services under this
Agreement in accordance with the terms of Schedule B hereto, as it may be
amended from time to time. Distributor shall be fully responsible for
compensating the Associated Persons (as defined in Paragraph 2.a) for their
sales of the Contracts. At Distributor's request, Liberty Life will pay all
or a portion of the compensation due hereunder directly to the relevant
Associated Person in satisfaction of Distributor's obligation to compensate
such Associated Person.
b. Distributor shall be fully responsible for compensating the Selling
Broker-Dealers for their sales of the Contracts as provided in the Selling
Agreements. Distributor shall not be obligated to pay such compensation
with respect to a Contract until Distributor has received its compensation
with respect to such Contract from Liberty Life. At Distributor's request,
Liberty Life will pay all or a portion of the compensation due hereunder
directly to the relevant Selling Broker-Dealer in satisfaction of
Distributor's obligation to compensate such Selling Broker-Dealer.
c. Unless otherwise agreed in writing by Liberty Life, neither Distributor nor
any agent of Liberty Life nor any Selling Broker-Dealer shall have an
interest in any surrender charges, deductions or other fees payable to
Liberty Life.
10. NOTIFICATION OF CUSTOMER COMPLAINTS OR REGULATORY MATTER
a. Each party will promptly notify the other of any customer complaint or
notice of any regulatory investigation or proceeding received by such party
or their respective affiliates relating to the Contracts or any or
threatened or filed arbitration action or civil litigation arising out of
the offer or sale of the Contracts.
b. The parties shall cooperate fully in investigating and responding to any
such complaint, regulatory investigation or proceeding, arbitration, or
civil litigation, and in any settlement or trial of any actions arising out
of the conduct of business under this Agreement.
c. Any response by Distributor or Liberty Life to an individual customer
complaint will be sent to the other for approval at least five (5) business
days before it is sent to the customer, except that if a more prompt
response is required, the proposed response may be communicated by
telephone, facsimile or in person.
d. Distributor will include in each Selling Agreement a notification provision
comparable to this Paragraph 10 requiring the Selling Broker-Dealer (a) to
notify Distributor and Liberty Life promptly of any customer complaint or
notice of any regulatory investigation or proceeding received by the
Selling-Broker Dealer or its affiliates with respect to Distributor, any
Selling Broker-Dealer, or any agent or representative in connection with
any Contract and (b) to assist Liberty Life and Distributor in resolving
any complaint to the satisfaction of all parties.
e. Liberty Life shall promptly notify Distributor of:
(1) Any request by the SEC for any amendments or supplements to a
Contract's current prospectus or statement of additional information, other
than requests in the ordinary course of SEC review or registration
statements and amendments thereto prior to their effective date;
(2) Any request by the SEC for information that must be provided by
Distributor or any Selling Broker-Dealer, or any affiliated person of
Distributor or any Selling Broker-Dealer;
(3) The issuance by the SEC of any stop order with respect to a Contract's
Registration Statement or the initiation of any proceedings for that
purposes or for any other purpose relating to the registration and/or
offering of the Contracts; and
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(4) Any event as a result of which the prospectuses or any sales literature
for a Contract would include any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein not
misleading.
11. INDEMNIFICATION
a. Distributor shall indemnify and hold harmless Liberty Life, its affiliates,
officers, directors, employees and agents against any and all loss, claim,
damage, liability or expense (including reasonable attorneys' fees), joint
or several, insofar as such loss, claim, damage, liability or expense
arises out of or is based upon (i) any breach of this Agreement, any
applicable law or regulation, or any applicable rule of any self-regulatory
organization, by Distributor and/or any of its Associated Persons; or (ii)
any claim by any Associated Person of Distributor for commissions, service
fees, expense allowances or other compensation or remuneration of any type.
This indemnification will be in addition to any liability which Distributor
may otherwise have. This indemnity agreement will be in addition to any
liability which Distributor may otherwise have.
b. Liberty Life shall indemnify and hold harmless Distributor and its
affiliates, officers, directors, employees and agents against any and all
loss, claim, damage, liability or expense (including reasonable attorneys'
fees), joint or several, insofar as such loss, claim, damage, liability or
expense arises out of or is based upon any breach of this Agreement, any
applicable law or regulation, or any applicable rule of any self-regulatory
organization, by Liberty Life. This indemnification will be in addition to
any liability which the Liberty Life may otherwise have.
12. TERM OF AGREEMENT
a. This Agreement shall terminate automatically upon its assignment.
b. This Agreement may be terminated by any party hereto on not less than [60]
days' prior written notice to the other parties or by an agreement in
writing signed by all of the parties hereto.
c. This Agreement shall terminate at the option of Liberty Life upon
institution of formal proceedings against Distributor by the NASD or the
SEC, or if Distributor or any of its Associated Persons:
(1) employs any device, scheme, artifice, statement or omission to defraud
any person; or
(2) violates the provisions of this Agreement.
d. Upon termination of this Agreement, all authorizations, rights, and
obligations shall cease except the obligations to settle accounts
hereunder, including the settlement of monies due in connection with
Contracts in effect at the time of termination or issued pursuant to
applications received by Liberty Life prior to termination, and the
agreements contained in Paragraph 11.
13. MISCELLANEOUS
a. None of the parties 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 respective responsibilities under this Agreement in good
faith and without negligence, willful misfeasance or reckless disregard of
such responsibilities.
b. Distributor will execute such papers and do such acts and things as shall
from time to time be reasonably requested by Liberty Life for the purpose
of (a) maintaining the registration of the interests under the Contracts
under the 1933 Act and the Separate Accounts under the 1940 Act, and (b)
qualifying and maintaining qualification of the Contracts for sale under
the applicable laws of any state.
14. NOTICE
All notices under this Agreement shall be given in writing and addressed as
follows:
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if to Distributor, to:
Liberty Life Distributors LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
if to Liberty Life or the Separate Accounts, to:
Liberty Life Assurance Company
of Boston
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇, Esq., Counsel
or to such other address as such party may hereafter specify in writing.
Each such notice shall be either hand delivered or transmitted by certified
United States mail, return receipt requested, and shall be effective upon
delivery.
15. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
16. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement constitutes the entire agreement between the parties hereto and
may not be modified except in a written instrument executed by all parties
hereto.
17. CONSTRUCTION
This Agreement shall be subject to the provisions of the 1934 Act and, to the
extent applicable, the 1940 Act and the rules, regulations and rulings
thereunder and of the NASD, from time to time in effect, including such
exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be
interpreted and construed in accordance therewith.
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18. GOVERNING LAW
This Agreement shall be interpreted in accordance with the laws of the
Commonwealth of Massachusetts, except to the extent those laws are inconsistent
with the federal securities laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials hereunto duly authorized, as of the day and
year first above written.
LIBERTY LIFE DISTRIBUTORS LLC
By:
LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
By:
LLAC VARIABLE ACCOUNT
By: LIBERTY LIFE ASSURANCE COMPANY OF BOSTON as depositor
By:
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SCHEDULE A
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Contracts
Contract Name
Policy Form No.
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SCHEDULE B
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Separate Accounts
LLAC Variable Account
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SCHEDULE C
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Compensation
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EXHIBIT A
Form of Selling Agreement
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EXHIBIT B
General Letter of Recommendation
Distributor hereby certifies to Liberty Life that all the following requirements
will be fulfilled in conjunction with the submission by Distributor of
appointment papers for all applicants to become agents of Liberty Life
("Applicants"). Distributor will, upon request, forward proof of compliance with
same to Liberty Life in a timely manner.
1. We have on file a Form U-4 which was completed by each Applicant. We
have fulfilled all the necessary investigative requirements for the registration
of each Applicant as a registered representative, and each Applicant is
presently registered as an NASD registered representative. The above information
in our files indicates no fact or condition which would disqualify the Applicant
from receiving a license, and all the findings of all investigative information
is favorable.
2. We have made a thorough and diligent inquiry and investigation relative
to each Applicant's identity, residence, business reputation, and experience and
declare that each Applicant is personally known to us, has been examined by us,
is known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of appointment as a variable
contract agent of Liberty Life. This inquiry and background investigation has
included a credit and criminal check on each Applicant. Based upon our
investigation, we vouch for each Applicant and certify that each individual is
trustworthy, competent and qualified to act as an agent for Liberty Life and
hold himself out in good faith to the general public.
3. We certify that all educational requirements have been met for the
specific state in which each Applicant is requesting a license and that all such
persons have fulfilled the appropriate examination, education and training
requirements.
4. We hereby warrant that the Applicant is not applying for a license with
Liberty Life in order to place insurance chiefly or solely on his or her life or
property or on the lives, property or liability of relatives or associates.
5. We certify that each Applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all risks
written by these Applicants, to the end that the insurance interest of the
public will be properly protected.
6. We will not permit any Applicant to transact insurance as an agent until
duly licensed and appointed by Liberty Life. No Applicants have been given an
insurance contract or furnished supplies, nor have any Applicants been permitted
to write, solicit business or act as an agent in any capacity, and they will not
be so permitted until the certificate of authority or license applied for is
received.
