Common use of Discussions with Broker-Dealers Clause in Contracts

Discussions with Broker-Dealers. Subject to the requirements of this section 8.04 and applicable law, EQIS may note the existence of the arrangement between EQIS and the PHL Variable parties as evidenced in the Transaction Documents in EQIS’discussions with broker-dealers who may allow their registered representatives to act as solicitors for the Models. Additionally, EQIS may identify and introduce to the PHL Parties properly licensed and authorized broker-dealers for consideration by the PHL Parties of those broker-dealers as candidates to become Contracted Broker-Dealers. EQIS shall ensure that any such introduction does not violate any non-disclosure, confidentiality or other agreement between EQIS or any of its affiliates and any other entity. Prior to identifying such broker-dealer to the PHL Parties, EQIS shall take commercially reasonable steps to ensure that any broker-dealer is registered under the under the 1934 Act and is a current member of FINRA, and is, or is affiliated with an entity that is registered as an investment adviser under the Advisers Act such that it could offer and provide brokerage services in respect of the Asset Allocation Models and is, or is affiliated with an insurance agency such that it could sell the Guaranteed Income Edge; however, EQIS shall have no liability for ensuring the accuracy or validity of information provided by the broker-dealer and shall only be required to exercise reasonable diligence in evaluating broker-dealers for the purpose of making an introduction to the PHL Parties under this Section 8.04 . The PHL Parties will determine, in their sole discretion, whether to enter into a Selling Agreement with a broker-dealer. Offers and sales of the Guaranteed Income Edge shall be made only by Contracted Broker-Dealers. The Contracted Broker-Dealers will manage and supervise the retail marketing and sales of the Guaranteed Income Edge, subject to the terms and conditions of the Selling Agreement by and between the PHL Parties and the Contracted Broker-Dealer.

Discussions with Broker-Dealers. Subject to the requirements of this section 8.04 and applicable law, EQIS IWM may note the existence of the arrangement between EQIS IWM and the PHL Variable parties as evidenced in the Transaction Documents in EQIS’discussions IWM’s discussions with broker-dealers who may allow their registered representatives to act as solicitors for the Models. Additionally, EQIS IWM may identify and introduce to the PHL Parties properly licensed and authorized broker-dealers for consideration by the PHL Parties of those broker-dealers as candidates to become Contracted Broker-Dealers. EQIS IWM shall ensure that any such introduction does not violate any non-disclosure, confidentiality or other agreement between EQIS IWM or any of its affiliates and any other entity. Prior to identifying such broker-dealer to the PHL Parties, EQIS IWM shall take commercially reasonable steps to ensure that any broker-dealer is registered under the under the 1934 Act and is a current member of FINRA, and is, or is affiliated with an entity that is registered as an investment adviser under the Advisers Act such that it could offer and provide brokerage services in respect of the Asset Allocation Models and is, or is affiliated with an insurance agency such that it could sell the Guaranteed Income Edge; however, EQIS IWM shall have no liability for ensuring the accuracy or validity of information provided by the broker-dealer and shall only be required to exercise reasonable diligence in evaluating broker-dealers for the purpose of making an introduction to the PHL Parties under this Section 8.04 . The PHL Parties will determine, in their sole discretion, whether to enter into a Selling Agreement with a broker-dealer. Offers and sales of the Guaranteed Income Edge shall be made only by Contracted Broker-Dealers. The Contracted Broker-Dealers will manage and supervise the retail marketing and sales of the Guaranteed Income Edge, subject to the terms and conditions of the Selling Agreement by and between the PHL Parties and the Contracted Broker-Dealer.

Discussions with Broker-Dealers. Subject to the requirements of this section 8.04 and applicable law, EQIS PDA may note the existence of the arrangement between EQIS PDA and the PHL Variable parties as evidenced in the Transaction Documents in EQIS’discussions PDA’s discussions with broker-dealers who may allow their registered representatives to act as solicitors for the Models. Additionally, EQIS PDA may identify and introduce to the PHL Parties properly licensed and authorized broker-dealers for consideration by the PHL Parties of those broker-dealers as candidates to become Contracted Broker-Dealers. EQIS PDA shall ensure that any such introduction does not violate any non-disclosure, confidentiality or other agreement between EQIS PDA or any of its affiliates and any other entity. Prior to identifying such broker-dealer to the PHL Parties, EQIS PDA shall take commercially reasonable steps to ensure that any broker-dealer is registered under the under the 1934 Act and is a current member of FINRA, and is, or is affiliated with an entity that is registered as an investment adviser under the Advisers Act such that it could offer and provide brokerage services in respect of the Asset Allocation Models and is, or is affiliated with an insurance agency such that it could sell the Guaranteed Income Edge; however, EQIS PDA shall have no liability for ensuring the accuracy or validity of information provided by the broker-dealer and shall only be required to exercise reasonable diligence in evaluating broker-dealers for the purpose of making an introduction to the PHL Parties under this Section 8.04 . The PHL Parties will determine, in their sole discretion, whether to enter into a Selling Agreement with a broker-dealer. Offers and sales of the Guaranteed Income Edge shall be made only by Contracted Broker-Dealers. The Contracted Broker-Dealers will manage and supervise the retail marketing and sales of the Guaranteed Income Edge, subject to the terms and conditions of the Selling Agreement by and between the PHL Parties and the Contracted Broker-Dealer.