The Penn Insurance and Annuity Company
Independence Square, Philadelphia, PA 19172
National Accounts - Corporate Insurance Agents
Licensed to Sell Variable Annuities and/or Variable
Life Insurance under State Insurance Laws
(Companion Agreement - Form A-1)
CORPORATE INSURANCE AGENT SELLING AGREEMENT
THE PENN INSURANCE AND ANNUITY COMPANY (hereinafter called "PIA") and
Xxxxxx, Xxxxxxxx & Xxxx, Inc. (hereinafter called "Distributor") enter into this
Agreement with (hereinafter called "Corporate Insurance Agent") on this date ,
19 agree as follows:
W I T N E S S E T H:
WHEREAS, PIA is in the business of issuing annuity and life insurance
contracts to the public;
WHEREAS, Distributor is an affiliate of PIA, is registered as a
broker-dealer under the Securities Exchange Act of 1934, is a member of the
National Association of Securities Dealers, Inc., and is assisting PIA in the
distribution of such contracts;
WHEREAS, Corporate Insurance Agent is properly licensed under the
insurance laws of the state(s) in which it will act under this agreement;
WHEREAS, Corporate Insurance Agent is affiliated with , a corporation
which 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.
(hereinafter referred to as "Broker-Dealer");
WHEREAS, the parties desire to enter into an arrangement under which
Corporate Insurance Agent and Broker-Dealer agree to sell certain annuity and
life insurance contracts issued by PIA;
NOW THEREFORE, in consideration of these premises and mutual covenants
herein contained, the parties agree as follows:
13. APPOINTMENT OF CORPORATE INSURANCE AGENT.
13.1 Subject to the terms and conditions of this agreement, PIA and
Distributor appoint Corporate Insurance Agent as a non-exclusive
agent 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 Corporate
Insurance Agent accepts such appointment. The annuity and/or
variable life insurance contracts identified in the schedules(s)
are referred to herein as "Contracts".
13.2 Corporate Insurance Agent and its representatives shall be
independent contractors as to PIA and Distributor and, subject
to the terms and conditions of this agreement, free to exercise
their own judgment as to the time, place and means of performing
all acts hereunder. Nothing in this agreement is intended to
create a relationship of employer and employee as between PIA or
Distributor, on the one hand, and representatives of Corporate
insurance Agent on the other.
14. INSURANCE AND SECURITIES REGULATIONS - COORDINATION OF AGREEMENTS.
14.1 The sale of variable annuity and variable life insurance
contracts identified in the schedule(s) attached hereto is
subject to and regulated under federal securities laws (and may
also be subject to and regulated under certain state securities
laws), in addition to state insurance laws. It is understood and
agreed that representatives of Corporate Insurance Agent shall
be registered representative of Broker-Dealer and that
Broker-Dealer shall contemporaneously enter into a Broker-Dealer
Selling Agreement with PIA and Distributor covering the sale of
such contracts. This agreement and the Broker-Dealer Selling
Agreement shall govern the sales of such contracts.
15. SALE OF CONTRACTS.
15.1 Corporate Insurance Agent shall use its best efforts to solicit
applications for Contracts from persons for whom the Contracts
are suitable, in accordance with the terms and conditions of
this agreement.
15.2 All applications for Contracts shall be made on applications
forms authorized by PIA. Corporate Insurance Agent shall
diligently review all such applications for accuracy and
completeness and shall take all reasonable and appropriate
measures to assure that applications submitted to PIA are
accurate and complete.
15.3 All purchase payments collected by Corporate Insurance Agent for
PIA shall be received in trust and shall be remitted immediately
together with the application and any other required
documentation, to PIA at the address indicated on the
application or to such other address as PIA may specify in
writing. All checks or money orders for payments under Contracts
shall be drawn to the order of PIA.
15.4 All applications are subject to acceptance or rejection by PIA
in its sole discretion. PIA may at any time in its sole
discretion discontinue issuing the Contracts or change the form
and content of new Contracts to be issued.
15.5 In soliciting applications for Contracts, Corporate Insurance
Agent may not accept risk of any kind for or on behalf of PIA
and may not bind PIA by promise or agreement or alter any
Contract in any way.
16. COMPENSATION.
16.1 In consideration of and as full compensation for the services
performed in accordance with this agreement, Corporate Insurance
Agent will receive compensation from PIA as set forth in the
schedule(s) attached to this agreement. The schedule(s) shall be
signed and dated by the parties.
16.2 Should PIA for any reason return any payment made under a
Contract to the payor, Corporate Insurance Agent shall repay PIA
the total amount of any compensation which PIA may have paid
with respect to such payment.
16.3 Corporate Insurance Agent may not withhold or deduct any part of
any premium or other payment due PIA for payment of compensation
under this agreement or for any other purpose. The right of
Corporate Insurance Agent to receive any compensation under this
agreement shall at all times be subordinate to the right of PIA
or Distributor to offset or apply such compensation against any
indebtedness of Corporate Insurance Agent to PIA or Distributor.
16.4 PIA may, in its sole discretion, change the amount, terms and
conditions, of compensation set forth in the schedule(s)
attached to this agreement with respect to payment received by
PIA under Contracts.
16.5 PIA 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.
16.6 With respect to compensation paid in connection with the sale of
variable annuity and/or variable life insurance contracts,
Corporate Insurance Agent shall, on behalf of Broker-Dealer,
maintain such books and records as are necessary for
Broker-Dealer to comply with applicable record keeping
requirements under federal and state securities laws and under
the rules of the National Association of Securities Dealer, Inc.
Such records shall be maintained and preserved in conformity
with the requirements of Rules 17a-3 and 17a-4 under the
Securities Exchange Act of 1934, to the extent that such
requirements are applicable to the variable annuity and/or
variable life contracts. Further, with respect to such records,
Corporate Insurance Agent shall be subject to examination by the
Securities and Exchange Commission in accordance with Section
17(a) of the Securities Exchange Act of 1934.
17. COMPLIANCE WITH INSURANCE LAWS AND REGULATIONS.
17.1 Corporate Insurance Agent and its representative shall not
solicit applications for Contracts in any state or jurisdiction
unless they are duly licensed and qualified to do so under the
insurance laws and regulations of the state or jurisdiction and
unless PIA has notified Corporate Insurance Agent that the
Contracts have been approved for sale in the state or
jurisdiction.
17.2 PIA may at any time in its sole discretion withhold or withdraw
authority of any representative of Corporate Insurance Agent to
solicit applications for the Contracts. Upon PIA giving written
notice to Corporate Insurance Agent of its withdrawal of
authority of a representative to solicit applications, Corporate
Insurance Agent shall immediately cause any such representative
to cease all such solicitations.
17.3 Corporate Insurance Agent shall notify PIA in writing
immediately of the termination of the employment or affiliation
of an employee or representative who is an appointed agent of
PIA pursuant to this agreement.
17.4 Corporate Insurance Agent shall keep accurate and complete books
and records of all transactions relating to the solicitation of
applications and for servicing Contracts. The books and records
shall be made available to PIA for inspection upon reasonable
request.
17.5 If Corporate Insurance Agent solicits applications for or
servicing variable life insurance contracts under this
agreement, Corporate Insurance Agent and its representative
shall observe the Standards of Suitability for the Sale of
Variable Life Insurance set forth on the reverse side of the
schedule attached hereto identifying such contacts.
17.6 Corporate Insurance Agent and its representatives shall comply
with all applicable insurance laws and regulations in soliciting
applications for and servicing Contracts. Corporate Insurance
Agent shall be fully responsible for all acts of its
representatives in soliciting applications for and servicing
Contracts.
18. ADVERTISEMENTS, SALES LITERATURE AND OTHER COMMUNICATIONS.
18.1 Corporate Insurance Agent shall not print, publish, distribute
or use any advertisements, sales literature or other writing
relating to the Contracts unless such advertisements, sales
literature or other writing shall have first been approved in
writing by PIA and Distributor.
18.2 Corporate Insurance Agent shall exercise care not to
misrepresent the Contracts or PIA and shall make no oral or
written representation which is inconsistent with the terms of
the Contracts or with the information in any Prospectus or sales
literature furnished by PIA or it misleading in any way.
19. Indemnification.
19.1 Corporate Insurance Agent shall indemnify or hold harmless PIA
and Distributor and each director and officer of PIA and
Distributor against any losses, claims, damages or liabilities,
including but not limited to reasonable attorneys' fees and
court cost to which PIA or Distributor and any such director or
officer may become 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 unauthorized use of sales materials or any verbal
or written misrepresentations or any unlawful sales practices,
or the failure of Corporate Insurance Agent its officers,
employees or representative to comply with the provisions of
this agreement or the willful misfeasance, bad faith, negligence
or misconduct of Corporate Insurance Agent its officers,
employees, or representatives in the solicitation of
applications for and the servicing of Contracts.
19.2 PIA and Distributor shall indemnify and hold harmless Corporate
Insurance Agent and each officer or director of Corporate
Insurance Agent against any losses, claims, damages or
liabilities, joint or several, including but not limited to
reasonable attorneys' fees and court cost to which Corporate
Insurance Agent 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 PIA or Distributor.
19.3 In the event PIA suffers a loss resulting from Corporate
Insurance Agent activities, Corporate Insurance Agent hereby
assigns any proceeds received under its fidelity bond to PIA to
the extent of such losses. If there is any deficiency amount,
whether due to a deductible or otherwise, Corporate Insurance
Agent shall promptly pay PIA such amount on demand and Corporate
Insurance Agent shall indemnify and hold harmless PIA from any
such deficiency and from the costs of collection thereof
(including reasonable attorneys' fees).
20. COMPLAINTS, INVESTIGATIONS & PROCEEDINGS.
20.1 Corporate Insurance Agent shall promptly notify PIA and
Distributor of any allegation that Corporate Insurance Agent or
any of its representatives violated any law, regulation or rule
in soliciting applications for or servicing Contracts, and shall
provide PIA with full details, including copies of all legal
documents pertaining thereto.
20.2 Corporate Insurance Agent shall cooperate fully with PIA and
Distributor in any regulatory investigation or proceeding or
judicial proceeding involving the solicitation of application
for and servicing Contracts by Corporate Insurance Agent or any
of its representatives.
21. NONWAIVER.
21.1 Forbearance by PIA or Distributor to enforce any rights under
this agreement shall not be construed as a waiver of any of the
terms and conditions of this agreement and the same shall remain
in full force and effect. No waiver of any provision of this
agreement shall be deemed to be a waiver of any other provision,
whether or not similar, nor shall any waiver of a provision of
this agreement be deemed to constitute a continuing waiver.
22. AMENDMENT.
22.1 PIA reserves the right to amend this Agreement at any time.
Corporate Insurance Agent's submission of an application for a
Contract after notice of any such amendment shall constitute
agreement of Corporate Insurance Agent to such amendment.
23. TERMINATION AND ASSIGNMENT.
23.1 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 Corporate Insurance
Agent 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 Corporate Insurance
Agent. 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 7 and 8
of this agreement and the obligations to settle account
hereunder, including the immediate forwarding of all payments
received by Corporate Insurance Agent under Contract to PIA, and
except as may be expressly stated otherwise in this agreement.
23.2 This agreement may not be assigned without the written consent
of all parties.
24. GOVERNING LAW
24.1 This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the day and year
first written.
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Name of Corporate Insurance Agent
By:
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Signature
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Name
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Title
THE PENN INSURANCE AND ANNUITY COMPANY
By:
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Signature
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Name
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Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:
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Signature
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Name
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Title
The Penn Insurance and Annuity Company
Independence Square, Philadelphia, PA 19172
AMENDMENT TO CORPORATE
INSURANCE AGENT SELLING AGREEMENT
(Companion Agreement - Form A-1)
Name of Corporate insurance Agent:______________________________________________
Individual Variable and Fixed Only Annuity Contracts - Pennant
Date of Corporate Selling Agreement (Companion Agreement - Form A-1) to which
this schedule is attached:
1. SUBSECTION 3.3 OF SECTION 3 OF THE CORPORATE INSURANCE AGENT SELLING
AGREEMENT IS AMENDED TO PROVIDE AS FOLLOWS:
All payments collected by Corporate Insurance Agent shall be
received in trust and shall be remitted immediately together
with all required documentation, to PIA at the address stated
on the application or to such other address as PIA may specify
in writing. All checks and money orders for payments under
Contracts shall be drawn to the order of PIA. Notwithstanding
the foregoing, in cases where Corporate Insurance Agent
deducts compensation from premiums and other payments, as
provided in subsection 4.3 of Section 4 below, checks and
money orders may be made payable to Corporate Insurance Agent
and Corporate Insurance Agent may send the remaining balance
(after deducting compensation ) to PIA, provided the balance
is remitted immediately to PIA.
2. SUBSECTION 4.3 OF SECTION 4 OF THE CORPORATE INSURANCE AGENT SELLING
AGREEMENT IS AMENDED TO PROVIDE AS FOLLOWS:
Except as provided in this subsection, Corporate Insurance
Agent may not withhold or deduct any part of any premium or
other payment due PIA for payment of compensation under this
agreement or for any other purpose. Corporate Insurance Agent
may deduct compensation as set forth in Schedule 1 attached to
the Agreement from premiums and other payments due PIA under
the Agreement and may send the remaining balance to PIA,
provided that in doing so Corporate Insurance Agent complies
fully with Rule l5c3-3(k)(2)(i) under the Securities Exchange
Act of 1934, to the extent applicable. The right of Corporate
Insurance Agent to receive or retain any compensation under
this agreement shall at all times be subordinate to the right
of PIA or Distributor to offset or apply such compensation
against any indebtedness of Corporate Insurance Agent to PIA
or Distributor.
Agreed:
Date:
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Corporate Insurance Agent
By:
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Signature
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Name
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Title
THE PENN INSURANCE AND ANNUITY COMPANY
By:
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Signature
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Name
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Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:
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Signature
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Name
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Title
SCHEDULE I DATED MARCH 1, 1995
To
SALES SUPPORT AGREEMENT
Between
THE PENN INSURANCE AND ANNUITY COMPANY ("PIA")
And
XXXXXX, XXXXXXXX XXXX, INC. ("HTK")
DATED AS OF MARCH 1, 1995
INDIVIDUAL VARIABLE AND FIXED ANNUITY CONTRACTS
Individual Variable and Fixed Annuity Contracts - Flexible Purchase Payments -
Form IA-94 and variations thereof as required under state insurance laws
COMPENSATION
1. With respect to agents/registered representatives who are compensated
under the high commission schedule for sales of Contracts identified in
this Schedule I (Option A), PIA shall pay HTK .20% of purchase payments
made under the Contracts and a percentage of the Contract Values at the
annual rate of .01%.
2. With respect to agents/registered representatives who are compensated
under the medium commission schedule for sales of Contracts identified
in this Schedule I (Option B), PIA shall pay HTK . 15% of purchase
payments made under the Contracts and a percentage of the Contract
Values at the annual rate of .02%.
3. With respect to agents/registered representatives who are compensated
under the low commission schedule for sales of Contracts identified in
this Schedule I (Option C), PIA shall pay HTK .10% of purchase payments
made under the Contracts and a percentage of the Contract Values at the
annual rate of .03%.
With respect to each Contract, the asset based compensation described in the
forgoing sections (i.e. percentage of Contract Values) shall commence in the
first calendar quarter following the completion of the first contract year. The
compensation shall be paid in installments at the end of each calendar quarter.
THE PENN INSURANCE AND ANNUITY COMPANY
INDEPENDENCE SQUARE, PHILADELPHIA, PA 19172
AGENT'S AGREEMENT
VARIABLE ANNUITY
AND
VARIABLE LIFE INSURANCE
CONTRACT SALES
Dated _________________
______________________________________________________________
AGENT'S AGREEMENT
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE
CONTRACT SALES
THIS AGREEMENT entered into this __________day of ___________,
199___ among the The Penn Insurance and Annuity Company, a
Delaware corporation ("PIA"), Xxxxxx, Xxxxxxxx and Xxxx, Inc.,
a Pennsylvania corporation (the "Broker") and
_________________________, a soliciting agent of The Penn
Insurance and Annuity Company ("Agent").
______________________________________________________________
WITNESSETH
WHEREAS, Agent is engaged in the business of soliciting
applications for insurance policies and annuity contracts pursuant to a contract
with The Penn Insurance and Annuity Company or a general agent of The Penn
Insurance and Annuity Company;
WHEREAS, Agent desires to solicit applications for variable
annuity contracts and/or variable life insurance contracts ("Contracts") issues
by The Penn Insurance and Annuity Company;
WHEREAS, the Contracts may be deemed to be securities under
the securities act of 1933, and applicable state laws, and the sale of such
securities may be deemed to be through an instrumentality of interstate commerce
within the meaning of Section 15(a) of the Securities Exchange Act of 1934 (the
"1934 Act");
WHEREAS, the Broker is a wholly-owned subsidiary of The Penn
Insurance and Annuity Company, is registered as a broker-dealer under Section
15(b) of the 1934 Act and is a member of the National Association of Securities
Dealers Inc. (the "NASD");
WHEREAS, Agent is, or expects shortly to be, duly qualified to
act as a representative of the Broker under the provisions of the 1934 Act and
the applicable rules of the NASD and has agreed to accept the supervision and
control of the Broker in connection with the sale of Contracts;
WHEREAS, the parties hereto desire to set forth the duties,
authority and responsibility of each of the parties in connection with the sale
of Contracts;
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. The Broker agrees to supervise diligently the securities
activities of Agent with respect to the sale of Contracts and agrees to
establish, from time to time, such rules and procedures as may be necessary to
insure compliance with applicable federal and state securities laws and rules of
the NASD relating to the sale of Contracts.
2. Agent agrees to comply with such rules and regulations as
the Securities and Exchange Commission, the NASD or the Broker may establish
from time to time relating to the sale of Contracts, to observe all applicable
federal and state laws relating to Contracts and to submit to such supervision
regarding sales of Contracts as may be necessary to insure compliance herewith.
In addition to such other rules as may be established by the Broker from time to
time. Agent shall adhere to high standards of commercial honor and just and
equitable principles of trade in accordance with the Rules of Fair Practice of
the NASD and the interpretation of its Board of Governors in all respects in the
sale of Contracts, and shall not use any advertising or sales literature in
connection with sales of Contracts other than that supplied by The Penn
Insurance and Annuity Company and approved by the Broker.
3. Agent agrees that he or she shall have authority to solicit
applications for Contracts only so long as (a) neither this Agreement nor
Agent's contract with The Penn Insurance and Annuity Company or with a general
agent of The Penn Insurance and Annuity Company has been terminated; (b) he or
she continues to be qualified as an associated person of the Broker pursuant to
the 1934 Act and NASD rules; (c) he or she is authorized to solicit applications
for Contracts under the laws of the state in which such solicitations are made;
and (d) all such solicitations are made in accordance with the requirements of
federal and state securities laws and the rules thereunder and the rules of the
NASD.
4. The parties agree that:
(a) Except to the extent modified hereby, Agent's contract
with The Penn Insurance and Annuity Company or with a general agent of The Penn
Insurance and Annuity Company shall continue in full force and effect according
to its terms.
(b) All commissions payable on sales of Contracts shall be
paid by The Penn Insurance and Annuity Company to Agent under Agent's contract
with The Penn Insurance and Annuity Company or with a general agent of The Penn
Insurance and Annuity Company nothing contained herein shall create any right,
title or interest in the Broker to such commissions nor any responsibility on
the part of the Broker for payment of such commissions.
(c) In the event the Broker shall notify The Penn Insurance
and Annuity Company that Agent has failed or refused to submit to supervision of
the Broker or has otherwise failed to meet the rules and standards imposed by
the Broker, Agent's authority to
solicit applications for (and any other activity relating to) Contracts shall
immediately cease upon written or oral advice to Agent by the Broker or The Penn
Insurance and Annuity Company, notwithstanding anything to the contrary in
Agent's contract with The Penn Insurance and Annuity Company or with a general
agent of The Penn Insurance and Annuity Company; provided, however, withdrawal
of such authority shall not, of itself, affect the authority of Agent to solicit
applications for other annuity contracts of insurance policies under his or her
contract with The Penn Insurance and Annuity Company or with a general agent of
The Penn Insurance and Annuity Company.
(d) The Penn Insurance and Annuity Company shall have the
right to relay upon the advice of the Broker in all matters relating to the
super-vision of securities activities of Agent and the qualification of Agent to
engage in such activities. Any decision relating to such supervision or
qualification by the Broker shall be final and binding on the parties hereto.
(5) This Agreement shall continue until terminated by any
party on written notice, except that in the event the Broker shall cease to be a
registered broker-dealer under the 1934 Act, or the Agent is no longer
authorized to solicit applications for Contracts under the terms and conditions
hereof, this Agreement shall immediately terminate.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
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Agent
XXXXXX, XXXXXXXX AND XXXX, INC.
By
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Title
THE PENN INSURANCE AND ANNUITY
COMPANY
By
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Title
