Exhibit 99.A3a
DISTRIBUTION AGREEMENT
AGREEMENT made this _____ day of _________________, 198__, 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 Life Account, (the "Account"); and
WHEREAS, Minnesota Mutual proposes to offer for sale certain Variable
Adjustable Life Insurance Policies (the "Policies") 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 Minnesota Mutual perform certain
services in connection with the sale of the Policies;
NOW, THEREFORE, in consideration of the convenants 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
Polices 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 Policies 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 Policies. 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 Policies 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 Policies
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. Only with the consent of Minnesota Mutual may Distributor enter into
agreements with other broker-dealers duly licensed under applicable federal and
state laws for the sale and distribution of the Policies and perform such duties
as may be provided for in such agreements.
4. Minnesota Mutual, with respect to these Policies, 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 Policies. Minnesota
Mutual will make prompt and reasonable efforts to effect and keep in effect, at
its expense, the registration or qualification of its Policies 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 Policies, 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 premium and nonrepeating premium payments and any other monies
payable upon the sale, distribution, renewal or other transaction involving the
Policies 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
Minnesota Mutual for allocation to the Account in accordance with the Policies
and any prospectus with respect to the Policies.
7. Minnesota Mutual will, in connection with the sale of the Policies, pay
on its behalf 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 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 charges
assessed against premiums, base premiums and nonrepeating premiums paid for the
Policies, charges assessed against the actual cash values of the Policies and
charges assessed against the Account assets attributable to the Policies, as
specified in the Policies and in the prospectus or prospectuses forming a part
of any registration statement with respect to the Policies 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 Policies 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 Policies, 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 Policies and all
periodic reports, sales literature and advertising prepared, filed or
distributed with respect to the Policies.
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 Policies, or the right
to offer the Policies 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:
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Secretary Chairman of the Board and President
MIMLIC SALES CORPORATION
Witness: By:
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Vice President President
