EXHIBIT 1.A.(3)(a)
DISTRIBUTION AGREEMENT--VARIABLE LIFE INSURANCE CONTRACTS
AGREEMENT made this day of 1992, by and between Pruco Life
Insurance Company of New Jersey, a New Jersey corporation ("Company"), on its
own behalf and on behalf of the Pruco Life of New Jersey Variable Appreciable
Account ("Account") and Pruco Securities Corporation, a New Jersey corporation
("Distributor").
WITNESSETH:
WHEREAS, the Company has established and maintains the Account, a separate
investment account, pursuant to the laws of New Jersey for the purpose of
selling variable life insurance contracts ("Contracts"), to commence after the
effectiveness of the Registration Statement 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 Account will be registered as a unit investment trust under
the Investment Company Act of 1940 (the "1940 Act"); and
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 Account;
NOW, THEREFORE, the parties agree as follows:
1. APPOINTMENT OF THE DISTRIBUTOR
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 an insurance
product and a registered security 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 jurisdictions 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 of such Contracts in
II-8
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
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 * the Contracts. Such organization (hereafter "Dealer") shall be
both registered as a broker/dealer under 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.
Company 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 Distributor, shall be held at all times in a
fiduciary capacity and remitted promptly to Company.
3. LIFE INSURANCE LICENSING
Company shall be responsible for insuring that Brokers are duly qualified,
under the insurance laws of the applicable jurisdictions, to sell the Contract.
4. SUITABILITY
Company wishes to ensure that Contracts sold by
-2-
II-9
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
the premium payments contemplated by the Contracts.
5. PROMOTION MATERIALS
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.
6. COMPENSATION
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 the Prospectus included as part of the Registration
Statement for the Contracts and effective under the 1933 Act.
Company shall arrange for the payment of commissions directly to those
Brokers who sell Contracts under agreements entered into pursuant to paragraph
2. hereof, in amounts as may be agreed to by the Company 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.
7. RECORDS
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 Account and Distributor shall be maintained so as to clearly and
-3-
II-10
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
(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 further agree to cooperate fully in any securities regulatory
investigation or 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 regulations.
(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
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 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 time of termination, and the agreements
contained in paragraph 8 hereof.
10. REGULATION
This Agreement shall be subject to the provisions of the 1940 Act and the
Securities Exchange Act of the rules,
-4-
II-11
regulations, and rulings thereunder 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
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.
12. APPLICABLE LAW
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New Jersey.
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 OF NEW JERSEY
By:
-----------------------------------
President
PRUCO SECURITIES CORPORATION
By:
------------------------------------
Senior Vice President
-5-
II-12
