DISTRIBUTION AGREEMENT--SINGLE PREMIUM CONTRACTS
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AGREEMENT made this 25th day of July, 1985, by and between Pruco Life
Insurance Company, an Arizona corporation ("Company"), on its own behalf and on
behalf of the Pruco Life Single Premium Variable Life Account and the Pruco Life
Single Premium Variable Annuity Account (collectively, "Accounts") and Pruco
Securities Corporation, a New Jersey corporation ("Distributor").
WITNESSETH:
WHEREAS, the Company has established and maintains the Pruco Life Single
Premium Variable Life Account and the Pruco Life Single Premium Variable Annuity
Account, separate investment accounts, pursuant to the laws of Arizona for the
purpose of selling single premium variable life insurance contracts and single
payment variable annuity contracts (collectively, "Contracts"), respectively, to
commence after the effectiveness of respective Registration Statements filed
with the Securities and Exchange Commission on Form S-6 pursuant to the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, The Accounts are registered as unit investment trusts under the
Investment Company Act of 1940 (the "1940 Act"); and
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WHEREAS, Distributor is registered as a broker-dealer under the Securities
Exchange Act of 1934 (the "Securities Exchange Act") and is a member of the
National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Company and the Distributor wish to enter into an agreement to
have the Distributor act as the Company's principal underwriter for the sale of
the Contracts through the Accounts;
NOW, THEREFORE, the parties agree as follows:
1. Appointment of the Distributor
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The Company agrees that during the term of this agreement it will take all
action which is required to cause the Contracts to comply as insurance products
and registered securities with all applicable federal and state laws and
regulations. The Company appoints the Distributor and the Distributor agrees to
act as the principal underwriter for the sale of Contracts to the public, during
the term of this Agreement, in each state and other jurisdiction in which such
Contracts may lawfully be sold. Distributor shall offer the Contracts for sale
and distribution at premium rates set by the Company. Applications for the
Contracts shall be solicited only by representatives duly and appropriately
licensed or otherwise qualified for the sale
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of such Contracts in each state or other jurisdiction. Company shall undertake
to appoint Distributor's qualified representatives as life insurance agents of
Company. Completed applications for Contracts shall be transmitted directly to
the Company for acceptance or rejection in accordance with underwriting rules
established by the Company. Initial premium payments under the Contracts shall
be made by check payable to the Company and shall be held at all times by
Distributor or its representatives in a fiduciary capacity and remitted promptly
to the Company. Anything in this Agreement to the contrary notwithstanding, the
Company retains the ultimate right to control the sale of the Contracts and to
appoint and discharge life insurance agents of the Company. The Distributor
shall be held to the exercise of reasonable care in carrying out the provisions
of this Agreement.
2. Sales Agreements
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Distributor is hereby authorized to enter into separate written agreements,
on such terms and conditions as Distributor may determine not inconsistent with
this Agreement, with one or more organizations which agree to participate in the
distribution of either or both of the single premium variable life contracts or
the single premium variable annuity contracts. Such organization (hereafter
"Dealer") shall be both registered as a broker/dealer under
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the Securities Exchange Act and a member of NASD. Dealer and its agents or
representatives soliciting applications for Contracts shall be duly and
appropriately licensed, registered or otherwise qualified for the sale of such
Contracts (and the riders and other policies offered in connection therewith)
under the insurance laws and any applicable blue-sky laws of each state or other
jurisdiction in which the Company is licensed to sell the Contracts.
Distributor shall have the responsibility for ensuring that Dealer
supervises its representatives. Dealer shall assume any legal responsibilities
of Company for the acts, commissions or defalcations of such representatives
insofar as they relate to the sale of the Contracts. Applications for Contracts
solicited by such Dealer through its agents or representatives shall be
transmitted directly to the Company, and if received by Distributor, shall be
forwarded to Company. All premium payments under the Contracts shall be made by
check to Company and, if received by the Distributor, shall be held at all times
in a fiduciary capacity and remitted promptly to Company.
3. Life Insurance Agents
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Company shall be responsible for insuring that Dealers are duly qualified,
under the insurance laws of the applicable jurisdictions, to sell the Contracts.
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4. Suitability
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Company wishes to ensure that Contracts sold by Distributor will be issued
to purchasers for whom the Contract will be suitable. Distributor shall take
reasonable steps to ensure that the various representatives appointed by it
shall not make recommendations to an applicant to purchase a Contract in the
absence of reasonable grounds to believe that the purchase of the Contract is
suitable for such 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 concerning the applicant's insurance and
investment objectives, financial situation and needs, and the likelihood that
the applicant will continue to make any premium payments contemplated by the
Contract.
5. Promotion Materials
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Company shall have the responsibility for furnishing to Distributor and its
representatives sales promotion materials and individual sales proposals related
to the sale of the Contracts. Distributor shall not use any such materials that
have not been approved by Company.
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6. Compensation
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Company shall arrange for the payment of commissions directly to those
registered representatives of Distributor who are entitled thereto in connection
with the sale of the Contracts on behalf of Distributor, in the amounts and on
such terms and conditions as Company and Distributor shall determine; provided
that such terms, conditions and commissions shall be as are set forth in or as
are not inconsistent with a Prospectus included as part of the Registration
Statement for the Contracts and effective under the 1993 Act.
Company shall arrange for the payment of commissions directly to those
Dealers who sell Contracts under agreements entered into pursuant to paragraph
2, hereof, in amounts as may be agreed to among the parties and specified in
such written agreements.
Company shall reimburse Distributor for the costs and expenses incurred by
Distributor in furnishing or obtaining the services, materials and supplies
required by the terms of this Agreement in the initial sales efforts and the
continuing obligations hereunder.
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7. Records
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Distributor shall have the responsibility for maintaining the records of
representatives licensed, registered and otherwise qualified to sell the
Contracts. Distributor shall maintain such other records as are required of it
by applicable laws and regulations. The books, accounts and records of Company,
the Accounts and Distributor shall be maintained so as to clearly and accurately
disclose the nature and details of the transactions. All records maintained by
the Distributor in connection with this Agreement shall be the property of the
Company and shall be returned to the Company upon termination of this Agreement
free from any claims or retention of rights by the Distributor. 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 regulatory authorities.
8. Investigation and Proceeding
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(a) Distributor and Company agree to cooperate fully in any insurance
regulatory investigation or proceeding or judicial proceeding arising in
connection with the Contracts distributed under this Agreement. Distributor and
Company
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further agree to cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to Company, Distributor, their
affiliates and their agents or representatives to the extent that such
investigation or proceeding is in connection with Contracts 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 such authorities may request in order to
ascertain whether the Company's operations are being conducted in a manner
consistent with any applicable law or regulation.
(b) In the case of a substantive customer complaint, Distributor and
Company will cooperate in investigating such complaint and any response to such
complaint will be sent to the other party to this Agreement for approval not
less than five business days prior to its being sent to the customer or
regulatory authority, except that if a more prompt response is required, the
proposed response shall be communicated by telephone or telegraph.
9. Termination
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This Agreement shall terminate automatically upon its assignment without
the prior written consent of both parties. This Agreement may be terminated at
any time by
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either party on 60 days' written notice to the other party, without the
payment of any penalty. Upon termination of this Agreement all authorizations,
rights and obligations shall cease except the obligation to settle accounts
hereunder, including commissions on premiums subsequently received for Contracts
in effect at the time of termination, and the agreements contained in paragraph
8. hereof.
10. Regulation
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This Agreement shall be subject to the provisions of the 1940 Act and the
Securities Exchange Act and the rules, regulations, and rulings therunder and of
the applicable rules and regulations of the NASD, from time to time in effect,
and the terms hereof shall be interpreted and construed in accordance therewith.
11. Severability
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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.
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12. Applicable Law
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This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Arizona.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PRUCO LIFE INSURANCE COMPANY
By /s/ XXXXXX X. XXXXXXXXX
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President
PRUCO SECURITIES CORPORATION
By /s/ XXXXXX X. XXXXX
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President
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