Common use of AUTHORITY AND DUTIES OF SELLING BROKER Clause in Contracts

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i) train and supervise Sub-agents, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual and PEN to their satisfaction with evidence of Sub-agents' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual if any of such Sub-agents ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rules. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in the absence of reasonable grounds to believe the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's other security holdings, financial situation and needs. Selling Broker-Dealer shall ensure that any offer of a Securities Regulated Contract made by a Sub-agent will be made by means of a currently effective prospectus.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER Selling Broker-Dealer agrees that it has the full legal responsibility for the training and supervision of all persons, including Sub-agents brokers of General AgentProducer, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control and supervision of Selling Broker-Dealer with respect to their securities regulated activities. Selling Broker-Dealer shall: (i) train and supervise Sub-agentsbrokers, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents brokers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual the Company and PEN Clarendon to their satisfaction with evidence of Sub-agentsbrokers' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual the Company if any of such Sub-agents brokers ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents brokers to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rules. Selling Broker-Dealer Dealer, jointly with Producer, shall train and supervise Sub-agents brokers to ensure that purchase of a Contract is not recommended only to an applicant in the absence of applicants where there are reasonable grounds to believe the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a Sub-agent broker after reasonable inquiry of such applicant concerning the applicant's other security holdings, financial situation and needs. Selling Broker-Dealer shall ensure that any offer of a Securities Regulated Contract made by a Sub-agent broker will be made by means of a currently effective prospectus. The Company and Clarendon shall not have any responsibility for the supervision of any registered representative or any employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (including reasonable attorney's fees) to the Company or Clarendon, Selling Broker-Dealer and Producer shall be responsible and liable, jointly and severally, therefor. Selling Broker-Dealer at all times shall be duly registered as a broker-dealer under the 1934 Act, a member in good standing of the NASD and duly licensed in all states and jurisdictions where required to perform pursuant to this agreement. Selling Broker-Dealer shall fully comply with the requirements of the 1934 Act and all other applicable federal or state laws and with the rules of the NASD. Selling Broker-Dealer shall establish such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Sub-brokers including ensuring compliance with the prospectus delivery requirements of the 1933 Act.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER Selling Broker-Dealer agrees that it has the full legal responsibility for the training and supervision of all persons, including Sub-agents brokers of General AgentProducer, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control and supervision of Selling Broker-Dealer with respect to their securities regulated activities. Selling Broker-Dealer shall: (i) train and supervise Sub-agentsbrokers, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents brokers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual the Company and PEN Sun Investment to their satisfaction with evidence of Sub-agentsbrokers' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual the Company if any of such Sub-agents brokers ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents brokers to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rules. Selling Broker-Dealer Dealer, jointly with Producer, shall train and supervise Sub-agents brokers to ensure that purchase of a Contract is not recommended only to an applicant in the absence of applicants where there are reasonable grounds to believe the purchase of the Contract is suitable for that applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a Sub-agent broker after reasonable inquiry of such applicant concerning the applicant's other security holdings, financial situation and needs. Selling Broker-Dealer shall ensure that any offer of a Securities Regulated Contract made by a Sub-agent broker will be made by means of a currently effective prospectus. The Company and Sun Investment shall not have any responsibility for the supervision of any registered representative or any employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (including reasonable attorney's fees) to the Company or Sun Investment, Selling Broker-Dealer and Producer shall be responsible and liable, jointly and severally, therefor. Selling Broker-Dealer at all times shall be duly registered as a broker-dealer under the 1934 Act, a member in good standing of the NASD and duly licensed in all states and jurisdictions where required to perform pursuant to this agreement. Selling Broker-Dealer shall fully comply with the requirements of the 1934 Act and all other applicable federal or state laws and with the rules of the NASD. Selling Broker-Dealer shall establish such rules and procedures as may be necessary to cause diligent supervision of the securities activities of the Sub-brokers including ensuring compliance with the prospectus delivery requirements of the 1933 Act.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Sub-agents, in their capacity as registered representatives, in the sale of Securities Regulated securities regulated Contracts; (ii2) use its best efforts to cause such Sub-agents to qualify under applicable federal and state laws to engage in the sale of Securities Regulated securities regulated Contracts; (iii3) provide Pacific Mutual MLNY and PEN MSS to their satisfaction satisfaction, with evidence of Sub-agents' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual MLNY if any of such Sub-agents ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise . Selling Broker-Dealer agrees that a Sub-agents agent must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. MLNY and MSS shall not have any responsibility of the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage, or liability (including reasonable attorneys' fees) to ensure compliance with applicable federal MLNY or MSS, Selling Broker-Dealer shall be responsible and state securities laws, rules, regulations, statements of policy thereunder and with NASD rulesliable therefore. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to NASD and of the following, a determination of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 Act and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made by a the securities activities of the Sub-agent will agents. Upon request of MSS, Selling Broker-Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Subsub-agents of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities-regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Subsub-agents, in their capacity as registered representatives, in the sale of Securities Regulated securities regulated Contracts; (ii2) use its best efforts to cause such Subsub-agents to qualify under applicable federal and state laws to engage in the sale of Securities Regulated securities regulated Contracts; (iii3) provide Pacific Mutual and PEN Manulife New York to their satisfaction its satisfaction, with evidence of Subsub-agents' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual Manulife New York if any of such Subsub-agents agent ceases to be a registered representative of Selling Broker-Dealer; . Selling Broker-Dealer agrees that a sub-agent must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities-regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. Manulife New York and Manulife Financial Securities shall not have any responsibility for the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage, or liability (vincluding reasonable attorneys' fees) train to Manulife New York or Manulife Financial Securities, Selling Broker-Dealer shall be responsible and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rulesliable therefor. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to National Association of Securities Dealers, Inc. and of the following, a determination Securities Exchange Act of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made by a Subthe securities activities of the sub-agent will agents. Upon request of Manulife Financial Securities, Selling Broker-Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. Licensing and Appointment of Registered Representatives Selling Broker-Dealer is authorized to appoint registered representatives to solicit sales of the Contracts on a private placement basis only. Selling Broker-Dealer agrees that it has full responsibility to fulfill all requirements set forth in the General Letter of Recommendation attached as Schedule B hereto in conjunction with its submission of licensing and appointment papers for the training and supervision of all persons, including Sub-agents of General Agent, associated with registered representatives. Selling Broker-Dealer who are engaged warrants that it and all of its registered representatives appointed pursuant to this Agreement shall not solicit nor aid, directly or indirectly indirectly, in the offer or sale solicitation of Securities Regulated Contracts. All such persons shall be registered representatives of any application for any Contract until fully licensed by the proper authorities under the applicable insurance laws within the applicable jurisdictions where Selling Broker-Dealer proposes to offer the Contracts, where the Company is authorized to conduct business and shall where the Contracts may be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i) train and supervise Sub-agents, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (ii) use its best efforts to cause such Sub-agents to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contracts; (iii) provide Pacific Mutual and PEN to their satisfaction with evidence of Sub-agents' qualifications to sell Securities Regulated Contracts; (iv) notify Pacific Mutual if any of such Sub-agents ceases to be a registered representative of Selling Broker-Dealer; and (v) train and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD ruleslawfully sold. Selling Broker-Dealer shall train periodically provide the Company with a list of all appointed registered representatives and supervise Sub-agents the jurisdictions where such registered representatives are licensed to ensure that purchase of a Contract is not recommended to an applicant in the absence of reasonable grounds to believe the purchase solicit sales of the Contract Contracts. The Company shall periodically provide Selling Broker-Dealer with a list which shows: (i) the jurisdictions where the Company is suitable for that applicant. While not limited authorized to do business; and (ii) any limitations on the following, a determination availability of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry the Contracts in any of such applicant concerning the applicant's other security holdings, financial situation and needsjurisdictions. Selling Broker-Dealer shall ensure that prepare and transmit the appropriate appointment forms to the Company. Selling Broker-Dealer shall pay all fees to state insurance regulatory authorities in connection with obtaining necessary licenses and authorizations for registered representatives to solicit and sell the Contracts. The Company will pay appointment fees for Selling Broker-Dealer and resident appointment fees for registered representatives. Non-resident appointment fees for registered representatives will be paid by the Selling Broker-Dealer. The Company may refuse for any offer reason to apply for the appointment of a Securities Regulated Contract made registered representative and may cancel any existing appointment at any time. B. Rejection of Registered Representatives The Company or Clarendon may refuse for any reason, by a Subwritten notice to Selling Broker-agent will be made by means Dealer to permit any registered representative the right to solicit applications for the sale of a currently effective prospectusany of the Contracts. Upon receipt of such notice, Selling Broker-Dealer immediately shall cause such registered representative to cease such solicitations of sales and cancel the appointment of registered representative under this Agreement.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents producers of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Sub-agentsproducers, in their capacity as registered representatives, in the sale of Securities Regulated securities regulated Contracts; (ii2) use its best efforts to cause such Sub-agents producers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contractssecurities regulated Contracts when required; (iii3) provide Pacific Mutual CLICA and PEN CLAFS, to their satisfaction satisfaction, with evidence of Sub-agentsproducers' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual CLICA if any of such Sub-agents producers ceases to be a registered representative of Selling Broker-Dealer; . Selling Broker-Dealer agrees that a producer must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. CLICA and CLAFS shall not have any responsibility for the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (vincluding reasonable attorneys' fees) train to CLICA, CLAFS or Selixxxx Xxxancial, Selling Broker-Dealer shall be responsible and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rulesliable therefore. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to National Association of Securities Dealers, Inc. and of the following, a determination Securities Exchange Act of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made the securities activities of the producers. Upon request by a SubCLICA or CLAFS, Broker-agent will Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents producers of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Sub-agentsproducers, in their capacity as registered representatives, in the sale of Securities Regulated securities regulated Contracts; (ii2) use its best efforts to cause such Sub-agents producers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contractssecurities regulated Contracts when required; (iii3) provide Pacific Mutual CLICA and PEN CLAFS, to their satisfaction satisfaction, with evidence of Sub-agentsproducers' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual CLICA if any of such Sub-agents producers ceases to be a registered representative of Selling Broker-Dealer; . Selling Broker-Dealer agrees that a producer must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. CLICA and CLAFS shall not have any responsibility for the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (vincluding reasonable attorneys' fees) train to CLICA, CLAFS or Seligman Financial, Selling Broker-Dealer shall be responsible and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD ruleslixxxx xxxrefore. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to National Association of Securities Dealers, Inc. and of the following, a determination Securities Exchange Act of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made the securities activities of the producers. Upon request by a SubCLICA or CLAFS, Broker-agent will Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents producers of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Sub-agentsproducers, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (iisecurities regulated Contracts 2) use its best efforts to cause such Sub-agents producers to qualify under applicable federal and state New York laws to engage in the sale of Securities Regulated Contractssecurities regulated Contracts when required; (iii3) provide Pacific Mutual CLNY and PEN CLAFS, to their satisfaction satisfaction, with evidence of Sub-agentsproducers' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual CLNY if any of such Sub-agents producers ceases to be a registered representative of Selling Broker-Dealer; . Selling Broker-Dealer agrees that a producer must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. CLNY and CLAFS shall not have any responsibility for the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (vincluding reasonable attorney's fees) train to CLNY, CLAFS or Xxxxxxxx Financial, Selling Broker-Dealer shall be responsible and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rulesliable therefore. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to National Association of Securities Dealers, Inc. and of the following, a determination Securities Exchange Act of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made the securities activities of the producers. Upon request by a SubCLNY or CLAFS, Broker-agent will Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents producers of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Sub-agentsproducers, in their capacity as registered representatives, in the sale of Securities Regulated Contracts; (iisecurities regulated Contracts 2) use its best efforts to cause such Sub-agents producers to qualify under applicable federal and state New York laws to engage in the sale of Securities Regulated Contractssecurities regulated Contracts when required; (iii3) provide Pacific Mutual CLNY and PEN CLAFS, to their satisfaction satisfaction, with evidence of Sub-agentsproducers' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual CLNY if any of such Sub-agents producers ceases to be a registered representative of Selling Broker-Dealer; . Selling Broker-Dealer agrees that a producer must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. CLNY and CLAFS shall not have any responsibility for the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (vincluding reasonable attorney's fees) train to CLNY, CLAFS or Selixxxx Xxxancial, Selling Broker-Dealer shall be responsible and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rulesliable therefore. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to National Association of Securities Dealers, Inc. and of the following, a determination Securities Exchange Act of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made the securities activities of the producers. Upon request by a SubCLNY or CLAFS, Broker-agent will Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.

AUTHORITY AND DUTIES OF SELLING BROKER. DEALER DEALER A. SUPERVISION OF REGISTERED REPRESENTATIVES Selling Broker-Dealer agrees that it has full responsibility for the training and supervision of all persons, including Sub-agents Producers of General Agent, associated with Selling Broker-Dealer who are engaged directly or indirectly in the offer or sale of Securities Regulated securities regulated Contracts. All such persons shall be registered representatives of Selling Broker-Dealer and shall be subject to the control of Selling Broker-Dealer with respect to their securities regulated activities. Broker-Dealer shall: (i1) train and supervise Sub-agentsProducers, in their capacity as registered representatives, in the sale of Securities Regulated securities regulated Contracts; (ii2) use its best efforts to cause such Sub-agents Producers to qualify under applicable federal and state laws to engage in the sale of Securities Regulated Contractssecurities regulated Contracts when required; (iii3) provide Pacific Mutual CLICA and PEN CLAFS, to their satisfaction satisfaction, with evidence of Sub-agentsProducers' qualifications to sell Securities Regulated securities regulated Contracts; (ivand 4) notify Pacific Mutual CLICA if any of such Sub-agents Producers ceases to be a registered representative of Selling Broker-Dealer; . Selling Broker-Dealer agrees that a Producer must be a registered representative of Selling Broker-Dealer before engaging in the solicitation of any securities regulated Contracts and have entered into the written agreement more fully described in Section III, Paragraph C. CLICA and CLAFS shall not have any responsibility for the supervision of any registered representative or any other employee or affiliate of Selling Broker-Dealer. If the act or omission of a registered representative or any other employee or affiliate of Selling Broker-Dealer is the proximate cause of any claim, damage or liability (vincluding reasonable attorneys' fees) train to CLICA or CLAFS, Selling Broker-Dealer shall be responsible and supervise Sub-agents to ensure compliance with applicable federal and state securities laws, rules, regulations, statements of policy thereunder and with NASD rulesliable therefore. Selling Broker-Dealer shall train and supervise Sub-agents to ensure that purchase of a Contract is not recommended to an applicant in fully comply with the absence of reasonable grounds to believe the purchase requirements of the Contract is suitable for that applicant. While not limited to National Association of Securities Dealers, Inc. and of the following, a determination Securities Exchange Act of suitability shall be based on information furnished to a Sub-agent after reasonable inquiry of such applicant concerning the applicant's 1934 and all other security holdings, financial situation and needsapplicable federal or state laws. Selling Broker-Dealer shall ensure that any offer establish such rules and procedures as may be necessary to cause diligent supervision of a Securities Regulated Contract made the securities activities of the Producers. Upon request by a SubCLICA or CLAFS, Broker-agent will Dealer shall furnish such records as may be made by means of a currently effective prospectusnecessary to establish diligent supervision.