DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of December, 1998, between THE PENN
MUTUAL LIFE INSURANCE COMPANY ("Penn Mutual"), a Delaware corporation, and
XXXXXX, XXXXXXXX & XXXX, INC. ("Distributor"), a Pennsylvania corporation.
WITNESSETH:
WHEREAS, Penn Mutual is engaged in the business of issuing variable
annuity contracts and variable life insurance policies ("Contracts") to the
public;
WHEREAS, Distributor is licensed as a life insurance agent of Penn
Mutual under state insurance laws, is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc.; and
WHEREAS, Penn Mutual desires to appoint Distributor to distribute its
Contracts and Distributor desires to accept such appointment;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment of Distributor
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1.1 Subject to the terms and conditions herein contained, Penn Mutual
appoints Distributor as a nonexclusive distributor of its Contracts.
2. Distribution of Contracts Through Other Agent/Broker-Dealers
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2.1 Distributor shall use its best efforts to distribute the Contracts
through qualified agent/broker-dealers in states and jurisdictions in which
Distributor may legally do so. Distributor shall assist Penn Mutual in
selecting, providing information to, and monitoring the performance of, such
agent/broker-dealers. Distributor shall distribute the Contracts pursuant to
selling agreements among Penn Mutual, Distributor and qualified
agent/broker-dealers.
3. Compliance With Laws and Regulations
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3.1 Distributor shall strictly comply with all applicable insurance
laws and regulations in distributing Contracts and shall take all reasonable
measures to assure that its officers, directors, employees and other individuals
acting on its behalf comply with the applicable insurance laws and regulations.
3.2 Distributor shall strictly comply with all applicable securities
laws and regulations and with the rules of the National Association of
Securities Dealers, Inc. in distributing Contracts that are deemed to be
securities within the meaning of applicable securities laws, and shall take all
reasonable measures to assure that its officers, directors, employees and other
individuals acting on its behalf comply with the applicable securities laws,
regulations and rules.
3.3 Penn Mutual shall furnish Distributor with copies of the current
prospectus filed with the Securities and Exchange Commission (and filed with any
state securities regulatory office, if required) and required to be used in
distributing the Contracts.
3.4 Distributor shall not print, publish, distribute or use any
advertisement, sales literature or other writing relating to the Contracts
unless such advertisement, sales literature or other writing shall have first
been approved in writing by Penn Mutual.
4. Miscellaneous
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4.1 Distributor shall cooperate with Penn Mutual in investigating and
settling all claims which may be made against Penn Mutual involving the
distribution of Contracts. Distributor shall promptly forward to Penn Mutual any
notice of claim or relevant information concerning a potential claim which may
come into its possession, and shall promptly forward to Penn Mutual any legal
papers served on Distributor involving such claim.
4.2 Distributor shall indemnify and hold harmless Penn Mutual and each
director and officer of Penn Mutual against any losses, damages, or liabilities,
insofar as such losses, damages, and liabilities arise out of or are based upon
any unauthorized act of Distributor in distributing the Contracts or the failure
of Distributor and its officers, employees and representatives to comply with
the provisions of this Agreement.
4.3 Penn Mutual shall indemnify and hold harmless Distributor and each
director and officer against any losses, damages or liabilities, to which
Distributor or such director or officer becomes subject, under the Securities
Act of 1933 or otherwise, insofar as such losses, damages and liabilities arise
out of or are based upon any inaccurate or inadequate statement in the
Registration Statement for the Contracts.
4.4 This Agreement may be terminated, without cause, by either party
upon thirty days prior written notice. This Agreement may be terminated, for
cause, by either party immediately.
4.5 This Agreement shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
4.6 This Agreement supercedes and replaces any and all prior
distribution agreements between Penn Mutual and HTK relating to Contracts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year written
above.
THE PENN MUTUAL LIFE INSURANCE
COMPANY
Attest
/s/ Xxxxx X. Xxxxxx By /s/ Xxxxxxx X. Plush
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Secretary Xxxxxxx X. Plush
Vice President
XXXXXX XXXXXXXX & XXXX, INC.
Attest
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxxxx
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Secretary Xxxx X. Xxxxxxxxx
President
