DISTRIBUTION AGREEMENT
AGREEMENT made this_______day of ___________, 1985, between and among
The Minnesota Mutual Life Insurance Company, a Minnesota corporation
("Minnesota Mutual"), and MIMLIC Sales Corporation, a Minnesota corporation
("Distributor").
WITNESSETH:
WHEREAS, Minnesota Mutual is the depositor of Minnesota Mutual Variable
Annuity Account, (the "Account"); and
WHEREAS, Minnesota Mutual proposes to offer for sale certain variable
annuity contracts (the "contracts") which may be deemed to be securities
under the Securities Act of 1933 ("1933 Act") and the laws of some states; and
WHEREAS, the Distributor, a wholly-owned subsidiary of MIMLIC
Corporation, which is in turn a wholly-owned subsidiary of Minnesota Mutual,
is registered as a broker-dealer with the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934 ("1934 Act") and is a
member of the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, the parties desire to have the Distributor act as principal
underwriter of the contracts and assume full responsibility for the
securities activities of each "person associated" (as that term is defined in
Section 3(a)(18) of the 0000 Xxx) with the Distributor and engaged directly
or indirectly in the sale of the contracts (the "associated persons"); and
WHEREAS, the parties desire to have Minnesota Mutual perform certain
services in connection with the sale of the contracts;
NOW, THEREFORE, in consideration of the covenants and mutual promises of
the parties made to each other, it is hereby covenanted and agreed as follows:
1. The Distributor will act as the exclusive principal underwriter of
the contracts and as such will assume full responsibility for the securities
activities of all the associated persons. The Distributor will train the
associated persons, use its best efforts to prepare them to complete
satisfactorily the applicable NASD and state examinations so that they may be
qualified, register the associated persons as its registered representatives
before they engage in securities activities, and supervise and control them
in the performance of such activities. Unless otherwise permitted by
applicable state law, all persons engaged in the sale of the contracts must
also be agents of Minnesota Mutual.
2. The Distributor will assume full responsibility for the continued
compliance by itself and the associated persons with the NASD Rules of Fair
Practice and Federal and state laws, to the extent applicable, in connection
with the sale of the contracts. The Distributor will make timely filings
with the SEC, NASD, and any other regulatory authorities of all reports and
any
sales literature relating to the contracts required by law to be filed by the
Distributor. Minnesota Mutual will make available to the Distributor copies
of any agreements or plans intended for use in connection with the sale of
contracts in sufficient number and in adequate time for clearance by the
appropriate regulatory authorities before they are used, and it is agreed
that the parties will use their best efforts to obtain such clearance as
expeditiously as is reasonably possible.
3. With the consent of Minnesota Mutual, Distributor may enter into
agreements with other broker-dealers duly licensed under applicable Federal
and state laws for the sale and distribution of the contracts and may perform
such duties as may be provided for in such agreements.
4. Minnesota Mutual, with respect to the contracts, will prepare and
file all registration statements and prospectuses (including amendments) and
all reports required by law to be filed with Federal and state regulatory
authorities. Minnesota Mutual will bear the cost of printing and mailing all
notices, proxies, proxy statements, and periodic reports that are to be
transmitted to persons having voting rights under the contracts. Minnesota
Mutual will make prompt and reasonable efforts to effect and keep in effect,
at its expense, the registration or qualification of its contracts in such
jurisdictions as may be required by federal and state regulatory authorities.
5. Minnesota Mutual will (a) maintain and preserve in accordance with
Rules 17a-3 and 17a-4 under the 1934 Act all books and records required to be
maintained by it in connection with the offer and sale of the contracts,
which books and records shall be and remain the property of the Distributor
and shall at all times be subject to inspection by the SEC in accordance with
Section 17(a) of the 1934 Act and by all other regulatory bodies having
jurisdiction, and (b) upon or prior to completion of each "transaction" as
that term is used in Rule 10b-10 of the 1934 Act, send a written confirmation
for each such transaction reflecting the facts of the transaction and showing
that it is being sent by Minnesota Mutual acting in the capacity of agent for
the Distributor.
6. All purchase payments and any other monies payable upon the sale,
distribution, renewal or other transaction involving the contracts shall be
paid or remitted directly to, and all checks shall be drawn to the order of,
Minnesota Mutual, and the Distributor shall not have or be deemed to have any
interest in such payments or monies. All such payments and monies received
by the Distributor shall be remitted daily by the Distributor to Minnnesota
Mutual for allocation to the Account in accordance with the contracts and any
prospectus with respect to the contracts.
7. Minnesota Mutual will, in connection with the sale of the contracts,
pay on behalf of the Distributor all amounts (including sales commissions)
due to the sales representatives of the Distributor or to broker-dealers who
have entered into sales agreements with the Distributor. The records in
respect of such payments shall be properly reflected on the books and records
maintained by the Minnesota Mutual.
8. As compensation for the Distributor's assuming the expenses and
performing the services to be assumed and performed by it pursuant to this
Agreement, the Distributor shall receive from Minnesota Mutual the following
amounts:
(a) Upon receipt of proper evidence of expenditures, an amount
sufficient to reimburse the Distributor for its expenses incurred in carrying
out the terms of this Agreement, and
(b) such other amounts as may from time to time be agreed upon by the
Distributor and Minnesota Mutual.
9. As compensation for its services performed and expenses incurred
under this Agreement, Minnesota Mutual will receive all amounts deducted as
administrative, sales, mortality and expense risk charges under the
contracts, as specified in the contracts and in the prospectus or
prospectuses forming a part of any registration statement with respect to the
contracts filed with the SEC under the 1933 Act. It is understood that
Minnesota Mutual assumes the risk that the above compensation for its
services under the contracts may not prove sufficient to cover its actual
expenses in connection therewith and that its compensation for assuming such
risk shall be included in and limited to the foregoing charges described in
said prospectus(es).
10. Minnesota Mutual will, except as otherwise provided in this
Agreement, bear the cost of all services and expenses, including legal
services and expenses and registration, filing and other fees, in connection
with (a) registering and qualifying the contracts and (to the extent
requested by the Distributor) the associated persons with Federal and state
regulatory authorities and the NASD and (b) printing and distributing all
contracts and all registration statements and prospectuses (including
amendments), notices, periodic reports, sales literature and advertising
prepared, filed or distributed with respect to the contracts.
11. Each party hereto shall advise the others promptly of (a) any action
of the SEC or any authorities of any state or territory, of which it has
knowledge, affecting registration or qualification of the contracts, or the
right to offer the contracts 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.
12. The services of the Distributor and Minnesota Mutual under this
Agreement are not deemed to be exclusive and the Distributor and Minnesota
Mutual shall be free to render similar services to others, including, without
implied limitation, such other separate accounts as are now or hereafter
established by Minnesota Mutual, so long as the services of the Distributor
and Minnesota Mutual hereunder are not impaired or interfered with thereby.
13. This Agreement shall upon execution become effective as of the date
first above written, and shall continue in effect indefinitely unless
terminated by either party on 60 days' written notice to the other.
14. This Agreement may be amended at any time by mutual consent of the
parties.
15. This Agreement shall be governed by and construed in accordance with
the laws of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
Witness: ------------------------ By: ---------------------------------------
Secretary Chairman of the Board
MIMLIC SALES CORPORATION
Witness: ------------------------ By: ---------------------------------------
Vice President President
