Exhibit 3(c)
AGENT'S AGREEMENT
VARIABLE ANNUITY
AND
VARIABLE LIFE INSURANCE
CONTRACTS
DATED__________________________
AGENT'S AGREEMENT
VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE CONTRACT SALES
THIS AGREEMENT entered into this __________ day of ______________, 19__
among THE PENN MUTUAL LIFE INSURANCE COMPANY, a Pennsylvania corporation ("Penn
Mutual"), PENN MUTUAL EQUITY SERVICES, INC., a Pennsylvania corporation (the
"Broker"), and
_____________________________, a soliciting agent of Penn Mutual ("Agent").
WITNESSETH
WHEREAS, Agent is engaged in the business of soliciting applications for
insurance policies and annuity contracts pursuant to a contract with Penn Mutual
or a general agent of Penn Mutual;
WHEREAS, Agent desires to solicit applications for variable annuity
contracts and/or variable life insurance contracts ("Contracts") issued by Penn
Mutual;
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 Penn Mutual, 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
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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 the sales of Contracts other than that supplied by Penn Mutual
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 Penn Mutual or with a general agent of Penn Mutual 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 Penn
Mutual or with a general agent of Penn Mutual shall continue in full force and
effect according to its terms.
(b) All commissions payable on sales of Contracts shall be paid by
Penn Mutual to Agent under Agent's contract with Penn Mutual or with a general
agent of Penn Mutual and 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 Penn Mutual 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 Penn
Mutual, notwithstanding anything to the contrary in Agent's contract with Penn
Mutual or with a general agent of Penn Mutual; provided, however, withdrawal of
such authority shall not, of itself, affect the authority of Agent to solicit
applications for other annuity contracts or insurance policies under his or her
contract with Penn Mutual or with a general agent of Penn Mutual.
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(d) Penn Mutual shall have the right to rely upon the advice of the
Broker in all matters relating to the supervision 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.
____________________________________
Agent
PENN MUTUAL EQUITY SERVICES, INC.
By _________________________________
____________________________________
Title
THE PENN MUTUAL LIFE INSURANCE
COMPANY
By _________________________________
___________________________________
Title
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