BROKER-DEALER SELLING AGREEMENT
Broker-Dealers Licensed to Sell Variable
Annuities and/or Variable Life Insurance
under Federal Securities and State Insurance Laws
BROKER-DEALER SELLING AGREEMENT
THE PENN MUTUAL LIFE INSURANCE COMPANY (hereinafter called “Penn Mutual”) and Xxxxxx, Xxxxxxxx & Xxxx,
Inc. (hereinafter called “Distributor” or “HTK”) enter into this Agreement with
(hereinafter called “Broker-Dealer”) on this date , 20 and agree as follows:
1. Appointment of Broker-Dealer.
1.1 | Subject to the terms and conditions of this agreement, Penn Mutual and Distributor appoint Broker-Dealer as a non-exclusive Broker-Dealer for the solicitation of applications for, and the servicing of, annuity and/or variable life insurance contracts identified in the schedule(s) attached hereto, and Broker-Dealer accepts such appointment. The annuity and/or variable life insurance contracts identified in the schedules(s) are referred to herein as “Contracts”. |
2.2 | All applications for Contracts shall be made on application forms authorized by Penn Mutual. Broker-Dealer shall diligently review all such applications for accuracy and completeness and shall take all reasonable and appropriate measures to assure that applications submitted to Penn Mutual are accurate and complete. |
2.3 | All payments collected by Broker-Dealer for Penn Mutual shall be received in trust and shall be remitted immediately together with all required documentation, to Penn Mutual at the address indicated on the application or to such other address as Penn Mutual may specify in writing. All checks or money orders for payment under Contracts shall be drawn to the order of Penn Mutual. |
2.4 | All applications are subject to acceptance or rejection by Penn Mutual in its sole discretion. Penn Mutual may at any time in its sole discretion discontinue issuing the Contracts or change the form and content of new Contracts to be issued. |
2.5 | In soliciting applications for Contracts, Broker-Dealer may not accept risks of any kind for or on behalf of Penn Mutual and may not bind Penn Mutual by promise or agreement or alter any Contract in any way. |
3. Compensation.
3.1 | In consideration of and as full compensation for the services performed in accordance with this agreement, Broker- Dealer will receive compensation from Penn Mutual as set forth in the schedule(s) attached to this agreement. |
3.2. | Should Penn Mutual for any reason return any payment made under a Contract to the payor, Broker-Dealer shall repay Penn Mutual the total amount of any compensation that Penn Mutual may have paid with respect to such payment. |
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3.4 | Penn Mutual may, in its sole discretion, change the amount, terms and conditions of compensation with respect to payment received by Penn Mutual under Contracts. |
3.5 | Penn Mutual shall not be obligated to pay any compensation which would be in violation of applicable laws of any jurisdiction, anything in this agreement to the contrary notwithstanding. |
4. Compliance With Insurance Laws and Regulations.
4.2 | Penn Mutual may at any time, in its sole discretion, withhold or withdraw authority of any representative of Broker-Dealer to solicit applications for the Contracts. Upon Penn Mutual giving written notice to Broker-Dealer of its withdrawal of authority of a representative to solicit applications, Broker-Dealer shall immediately cause any such representative to cease all such solicitations. |
4.5 | If Broker-Dealer solicits applications for variable life insurance contracts under this agreement, Broker-Dealer and its representative shall ensure compliance with current standards of suitability. |
5. Compliance With Securities Laws.
5.2 | Penn Mutual or Distributor shall furnish Broker-Dealer with copies of the current prospectuses (and current supplements thereto) required to be used in soliciting application for variable annuity and/or variable life insurance contracts. |
6. Protection and Confidentiality of Customer Information.
6.1 | Under the federal and state privacy statutes, financial institutions are: restricted from sharing their customers’ nonpublic personal information with third parties; required to adopt policies and procedures designed to safeguard customer information and records; and are required to provide clients with information on its’ privacy policies and procedures on an annual basis. Penn Mutual and HTK have privacy policies and have procedures in place to ensure the confidentiality of customer information, and Broker-Dealer and its representatives are responsible for knowing and following them. Penn Mutual and HTK’s policies and procedures apply both to its proprietary information and to customers’ personal information. |
6.2 | Any customer information obtained pursuant to a Penn Mutual and/or HTK product or transaction is considered to be information belonging to Penn Mutual and/or HTK, and Penn Mutual and/or HTK are obligated to ensure its confidentiality. Broker-Dealer and its officers, employees and representatives are prohibited from obtaining, using, or disclosing nonpublic personal information about customers, except as required to provide requested products and services to customers. This means that any Penn Mutual and/or HTK customer information that Representative has access to can be used ONLY for the purpose of processing and servicing Penn Mutual and/or HTK products. Sharing of Penn Mutual and/or HTK customer information with third parties is otherwise prohibited without the customer’s written consent. There are a limited number of exceptions to this prohibition, including in response to subpoenas and regulatory agency requests. Before responding to such requests for information, Broker-Dealer and it representative must inform the home office of Penn Mutual and HTK and their Law Department of such request. |
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7. Advertisements, Sales Literature.
8.1 | The parties hereto will comply with all applicable laws and regulations aimed at preventing, detecting, and reporting money laundering and suspicious transactions, including, without limitation, applicable provisions of the Bank Secrecy Act and USA PATRIOT ACT of 2001, as well as regulations administered by the U.S. Department of the Treasury’s Office of Foreign Asset Control. In addition, all parties agree to take all necessary and appropriate steps, consistent with applicable laws and regulation, and to obtain, verify and retain information with regard to client and/or account owner identification and source of funds for its customers. |
9. Indemnification.
9.2 | Penn Mutual and Distributor shall indemnify and hold harmless Broker-Dealer and each officer or director of Broker-Dealer against any losses, claims, damages or liabilities, joint or several, including but not limited to reasonable attorneys fees and court costs, to which Broker-Dealer or such officer or director becomes subject, under the securities Act of 1933 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, required to be stated therein or necessary to make the statements therein not misleading, contained in any registration statement or any post-effective amendment or supplement to the prospectus, or in any sales material written by Penn Mutual or Distributor. |
9.3 | In the event Penn Mutual suffers a loss resulting from Broker-Dealer activities, Broker-Dealer hereby assigns any proceeds received under its fidelity bond to Penn Mutual to the extent of such losses. If there is any deficiency amount, whether due to a deductible or otherwise, Broker-Dealer shall promptly pay Penn Mutual such amount on demand, and Broker-Dealer shall indemnify and hold harmless Penn Mutual from any such deficiency and from the costs of collection thereof (including reasonable attorneys’ fees). |
10. Complaints, Investigations & Proceedings.
11. Nonwaiver.
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12. Amendment.
13. Termination and Assignment.
13.1 | This agreement may be terminated by any party, with or without cause, upon giving written notices to the other parties. This agreement shall automatically terminate if Broker-Dealer is adjudicated as bankrupt or avails itself of any insolvency act, or if a permanent receiver or trustee in bankruptcy is appointed for the property of Broker-Dealer or is no longer an active member of FINRA. Upon termination of this agreement, with or without cause, all authorizations, rights and obligations shall cease, except the rights and obligations set forth in sections 6, 8 and 9 of this agreement and the obligations to settle accounts hereunder, including the immediate forwarding of all payments received by Broker-Dealer under Contract to Penn Mutual, and except as may be expressly stated otherwise in this agreement. |
13.2 | This agreement may not be assigned without the written consent of all parties. |
14. Governing Law.
14.1 | This agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles. Both parties agree that should any dispute between the parties result in litigation, either as a result of this contract or otherwise, that each waives the right to trial by jury. In all cases where a party seeks relief in connection with this Agreement in a court of competent jurisdiction, the exclusive forum and venue shall be federal court of the Eastern District of the Commonwealth of Pennsylvania or the Common Pleas Court of Xxxxxxxxxx County, Pennsylvania. |
THE PENN MUTUAL LIFE INSURANCE CO. | ||||||||
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XXXXXX, XXXXXXXX & XXXX, INC. | ||||||||
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PM3747 1/11 |
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