The Penn Mutual Life Insurance Company
Penn Independence Square, Philadelphia, PA 19172
Mutual
--------------------------------------------------------------------------------
National Accounts - Broker-Dealers Licensed
to Sell Variable Annuities and/or Variable
Life Insurance under Federal Securities Laws
(Companion Agreement - Form A-2)
BROKER-DEALER SELLING AGREEMENT
THE PENN MUTUAL LIFE INSURANCE COMPANY (hereinafter called "Penn
Mutual") and Xxxxxx, Xxxxxxxx & Xxxx, Inc. (hereinafter called
"Distributor") enter into this Agreement with
____________________________________________________ (hereinafter
called "Broker-Dealer") on this date _________________, 19___
agree as follows:
WITNESSETH:
WHEREAS, Penn Mutual is in the business of issuing annuity and
life insurance contracts to the public;
WHEREAS, Distributor is a wholly owned subsidiary of Penn Mutual,
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 Penn Mutual in the
distribution of such contracts;
WHEREAS, Broker-Dealer 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.;
WHEREAS, Broker-Dealer is affiliated with
__________________________________, (hereinafter referred to as
"Corporate Insurance Agent") a corporation which is properly
licensed under the insurance laws of the state(s) in which
Broker-Dealer will act under this agreement;
WHEREAS, the parties desire to enter into an arrangement under
which Broker-Dealer and Corporate Insurance Agent agree to sell
certain variable annuity and variable life insurance contracts
issued by Penn Mutual;
NOW THEREFORE, in consideration of these premises and mutual
covenants herein contained, the parties agree as follows:
--------------------------------------------------------------------------------
1. Appointment 1.1 Subject to the terms and conditions of this agreement,
of Broker-Dealer Penn Mutual and Distributor authorizes Broker-Dealer
as a non-exclusive agent for the solicitation of
applications for, and the servicing of, variable
annuity and/or variable life insurance contracts
identified in the schedule(s) attached hereto, and
Broker-Dealer accepts such authorization. The variable
annuity and/or variable life insurance contracts
identified in the schedule(s) are referred to herein
as "Contracts".
1.2 Broker-Dealer and its representatives shall be
independent contractors as to Penn Mutual 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 Penn Mutual or Distributor, on the one hand,
and representatives of Broker-Dealer on the other.
--------------------------------------------------------------------------------
2. Security 2.1 The sale of variable annuity and variable life
Regulations insurance contracts identified in the schedule(s)
and Insurance attached hereto is subject to and regulated under
Coordination of state insurance laws and regulations, in addition to
Agreements. federal securities laws and regulations, and in some
cases, state securities laws. It is understood and
agreed that registered representatives of
Broker-Dealer shall also be representative of
Corporate Insurance Agent and that Corporate Insurance
Agent shall contemporaneously enter into a Corporate
Insurance Agent Selling Agreement with Penn Mutual and
Distributor covering the sale of such contracts. This
agreement and the Corporate Insurance Agent Selling
Agreement shall govern the sales of such contracts.
--------------------------------------------------------------------------------
3. Sale of 3.1 Broker-Dealer shall use its best efforts to solicit
Contracts. applications for Contracts from persons for whom the
Contracts are suitable, in accordance with the terms
and conditions of this agreement.
3.2 All applications for Contracts shall be made on
applications 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.
3.3 All purchase payments collected by Broker-Dealer for
Penn Mutual shall be received in trust and shall be
remitted immediately, together with the application
and any other 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 payments under
Contracts shall be drawn to the order of Penn Mutual,
except as may be provided in the Corporate Insurance
Agent Selling Agreement (referred to in Section 2.1 of
this agreement).
3.4 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.
3.5 In soliciting applications for Contracts,
Broker-Dealer may not accept risk 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.
--------------------------------------------------------------------------------
4. Compensation. 4.1 In consideration of and as full compensation for the
services performed in accordance with this agreement,
Corporate lnsurance Agent will receive compensation
from Penn Mutual as set forth in the schedule(s)
attached to the Corporate Insurance Agent Selling
Agreement referred to in Section 2.1 of this
agreement.
4.2 Should Penn Mutual for any reason return to the payor
any payment made under a Contract Broker-Dealer shall
cause Corporate Insurance Agent to repay Penn Mutual
the total amount of any compensation which Penn Mutual
may have paid Corporate Insurance Agent with respect
to such payment.
4.3 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.
4.4 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.
4.5 With respect to compensation paid to Corporate
Insurance Agent in connection with the sale of
variable annuity and/or variable life insurance
contracts, Broker-Dealer shall cause Corporate
Insurance Agent to maintain, on behalf of
Broker-Dealer, such books and records as are necessary
for Broker-Dealer to comply with applicable
recordkeeping requirements under federal and state
securities laws and under the rules of the National
Association of Securities Dealers, Inc.
--------------------------------------------------------------------------------
5. Compliance With 5.1 Broker-Dealer shall not solicit applications for
Securities Laws. Contracts unless Penn Mutual or Distributor has
notified Broker-Dealer that a registration statement
required under the Securities Act of 1933 is effective
as to such contracts and unless Broker-Dealer is duly
registered as a broker-dealer under the Securities
Exchange Act of 1934, is a member in good standing of
the National Association of Securities Dealers, Inc.,
and is duly licensed under any applicable securities
laws of the state or jurisdiction in which
Broker-Dealer engages in such activity.
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
applications for variable annuity and/or variable life
insurance contracts.
5.3 Broker-Dealer and its representatives shall comply
with all applicable securities laws and regulations
and with the rules of the National Association of
Securities Dealers, Inc. in soliciting applications
for and servicing Contracts. Broker-Dealer shall be
fully responsible for all acts of its representatives
in soliciting applications for and servicing
Contracts.
--------------------------------------------------------------------------------
6. Advertisements, 6.1 Broker-Dealer shall not print, publish, distribute or
Sales Literature use any advertisements, sales literature or other
and Other writing relating to the Contracts unless such
Communications. advertisements, sales literature or other writing
shall have first been approved in writing by Penn
Mutual and Distributor.
6.2 Broker-Dealer shall exercise care not to misrepresent
the Contracts or Penn Mutual 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 Penn
Mutual or it misleading in any way.
--------------------------------------------------------------------------------
7. Indemnification. 7.1 Broker-Dealer shall indemnify or hold harmless Penn
Mutual and Distributor and each director and officer
of Penn Mutual and Distributor against any losses,
claims, damages or liabilities, including but not
limited to reasonable attorneys' fees and court cost
to which Penn Mutual 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 Broker-Dealer, its
officers, employees or representatives to comply with
the provisions of this agreement or the willful
misfeasance, bad faith, negligence or misconduct of
Broker-Dealer, its officers, employees, or
representatives in the solicitation of applications
for and the servicing of Contracts.
7.2 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 cost,
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.
7.3 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).
--------------------------------------------------------------------------------
8. Complaints, 8.1 Broker-Dealer shall promptly notify Penn Mutual and
Investigations Distributor of any allegation that Broker-Dealer or
& Proceedings. any of its representatives violated any law,
regulation or rule in soliciting applications for or
servicing Contracts, and shall provide Penn Mutual
with full details, including copies of all legal
documents pertaining thereto.
8.2 Broker-Dealer shall cooperate fully with Penn Mutual
and Distributor in any regulatory investigation or
proceeding or judicial proceeding involving the
solicitation of application for and servicing
Contracts by Broker-Dealer or any of its
representatives.
--------------------------------------------------------------------------------
9. Nonwaiver. 9.1 Forbearance by Penn Mutual 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.
--------------------------------------------------------------------------------
10. Amendment. 10.1 Penn Mutual reserves the right to amend this Agreement
at any time. Broker-Dealer's submission of an
application for a Contract after notice of any such
amendment shall constitute agreement of Broker-Dealer
to such amendment.
--------------------------------------------------------------------------------
11. Termination and 11.1 This agreement may be terminated by any party, with or
Assignment. 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. 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 Broker-Dealer
under Contract to Penn Mutual, and except as may be
expressly stated otherwise in this agreement.
11.2 This agreement may not be assigned without the written
consent of all parties.
--------------------------------------------------------------------------------
12. Governing Law. 12.1 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.
____________________________________________
Name of Broker-Dealer
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
The Penn Mutual Life Insurance Company
Penn Independence Square, Philadelphia, PA 19172
Mutual
--------------------------------------------------------------------------------
SCHEDULE 1 TO BROKER-DEALER SELLING AGREEMENT
Individual Variable and Fixed Annuity Contracts -
Diversifier II
Individual Fixed - Only Annuity Contracts - Diversifier II
Date of Broker-Dealer Selling Agreement to which this
schedule is attached:____________
--------------------------------------------------------------------------------
1. Authorization Subject to the conditions and limitations of the
To Sell. Broker-Dealer Selling Agreement, Broker-Dealer is
authorized to solicit applications for Diversifier II
Individual Variable and Fixed Annuity Contracts and
Diversifier II Individual Fixed-Only Annuity Contracts issued
by Penn Mutual (hereinafter referred to as "Contracts").
This Schedule 1 replaces and supersedes any and all prior Schedule 1's attached
to the Broker-Dealer Selling Agreement.
Agreed:
Date:___________________________ ____________________________________________
Name of Broker-Dealer
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
The Penn Mutual Life Insurance Company
Penn Independence Square, Philadelphia, PA 19172
Mutual
--------------------------------------------------------------------------------
SCHEDULE 3 TO BROKER-DEALER SELLING AGREEMENT
Variable Universal Life Insurance Contracts -
Penn Mutual Cornerstone VUL II
Date of Broker-Dealer Selling Agreement to which this
schedule is attached:____________
--------------------------------------------------------------------------------
1. Authorization Subject to and in accordance with the provisions of the
To Sell. Broker-Dealer Selling Agreement, Broker-Dealer is authorized
to solicit applications for Form VU-94(s) and Form VU-94(u)
Flexible Premium Adjustable Variable Universal Life Insurance
Policies and such variations of such form of contracts as may
be designated by Penn Mutual and approved under applicable
state insurance laws ("Cornerstone VUL II Policies").
This Schedule 3 replaces and supersedes any and all prior Schedule 3's attached
to the Broker-Dealer Selling Agreement.
Agreed:
Date:___________________________ ____________________________________________
Name of Broker-Dealer
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
The Penn Mutual Life Insurance Company
Penn Independence Square, Philadelphia, PA 19172
Mutual
--------------------------------------------------------------------------------
SCHEDULE 4 TO BROKER-DEALER SELLING AGREEMENT
Variable Universal Life Insurance Contracts-Penn Mutual
Variable EstateMax
Date of Broker-Dealer Selling Agreement to which this
schedule is attached:____________
--------------------------------------------------------------------------------
1. Authorization Subject to and in accordance with the provision of the
To Sell. Broker-Dealer Selling Agreement, Broker-Dealer is authorized
to solicit applications for Form VALJ-94(s) and Form
VALJ-94(u) Last Survivor Adjustable Variable Life Insurance
Policies and such variations of such form of contract as may
be designated by Penn Mutual and approved under applicable
state insurance laws ("Variable EstateMax Policies").
This Schedule 4 replaces and supersedes any and all prior Schedule 4's attached
to the Broker-Dealer Selling Agreement.
Agreed:
Date:___________________________ ____________________________________________
Name of Broker-Dealer
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
Penn The Penn Mutual Life Insurance Company
Mutual 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 MUTUAL LIFE INSURANCE COMPANY (hereinafter called
"Penn Mutual"), and Xxxxxx Xxxxxxxx & Xxxx, Inc.
(hereinafter called "Distributor") enter into this
Agreement with __________________________________
(hereinafter called "Corporate Insurance Agent") on this
date ______________, 19____ agrees as follows:
WITNESSETH:
WHEREAS, Penn Mutual is in the business of issuing annuity
and life insurance contracts to the public;
WHEREAS, Distributor is a wholly owned subsidiary of Penn
Mutual, 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 Penn Mutual 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 Penn Mutual;
NOW THEREFORE, in consideration of these premises and
mutual covenants herein contained, the parties agree as
follows:
--------------------------------------------------------------------------------
1. Appointment 1.1 Subject to the terms and conditions of this agreement,
of Corporate Penn Mutual and Distributor appoint Corporate
Insurance Insurance Agent as a non-exclusive agent for the
Agent. solicitation of applications for, and the servicing
of, annuity Insurance Agent 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".
1.2 Corporate Insurance Agent and its representatives
shall be independent contractors as to Penn Mutual 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 Penn Mutual or Distributor, on the one hand,
and representatives of Corporate Insurance Agent on
the other.
--------------------------------------------------------------------------------
2. Insurance and 2.1 The sale of variable annuity and variable life
Securities insurance contracts identified in the schedule(s)
Regulations - attached hereto is subject to and regulated under
Coordination federal securities laws (and may also be subject to
of Agreements. 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 Penn Mutual and Distributor covering
the sale of such contracts. This agreement and the
Broker-Dealer Selling Agreement shall govern the sales
of such contracts.
--------------------------------------------------------------------------------
3. Sale of 3.1 Corporate insurance Agent shall use its best efforts
Contracts. to solicit applications for Contracts from persons for
whom the Contracts are suitable, in accordance with
the terms and conditions of this agreement.
3.2 All applications for Contracts shall be made on
applications forms authorized by Penn Mutual.
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 Penn Mutual are
accurate and complete.
3.3 All purchase payments collected by Corporate Insurance
Agent for Penn Mutual shall be received in trust and
shall be remitted immediately together with the
application and any other 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
payments under Contracts shall be drawn to the order
of Penn Mutual.
3.4 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.
3.5 In soliciting applications for Contracts, Corporate
Insurance Agent may not accept risk 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.
--------------------------------------------------------------------------------
4. Compensation. 4.1 In consideration of and as full compensation for the
services performed in accordance with this agreement,
Corporate Insurance Agent will receive compensation
from Penn Mutual as set forth in the schedule(s)
attached to this agreement. The schedule(s) shall be
signed and dated by the parties.
--------------------------------------------------------------------------------
4.2 Should Penn Mutual for any reason return any payment
made under a Contract to the payor, Corporate
Insurance Agent shall repay Penn Mutual the total
amount of any compensation which Penn Mutual may have
paid with respect to such payment.
4.3 Corporate Insurance Agent may not withhold or deduct
any part of any premium or other payment due Penn
Mutual 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 Penn Mutual or Distributor to offset
or apply such compensation against any indebtedness of
Corporate Insurance Agent to Penn Mutual or
Distributor.
4.4 Penn Mutual 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 Penn Mutual under
Contracts.
4.5 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.
4.6 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.
--------------------------------------------------------------------------------
5. Compliance 5.1 Corporate Insurance Agent and its representative shall
with Insurance not solicit applications for Contracts in any state or
Laws and jurisdiction unless they are duly licensed and
Regulations. qualified to do so under the insurance laws and
regulations of the state or jurisdiction and unless
Penn Mutual has notified Corporate Insurance Agent
that the Contracts have been approved for sale in the
state or jurisdiction.
5.2 Penn Mutual 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 Penn Mutual 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.
--------------------------------------------------------------------------------
5.3 Corporate Insurance Agent shall notify Penn Mutual in
writing immediately of the termination of the
employment or affiliation of an employee or
representative who is an appointed agent of Penn
Mutual pursuant to this agreement.
5.4 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 Penn Mutual for inspection upon
reasonable request.
5.5 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.
5.6 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.
--------------------------------------------------------------------------------
6. Advertisements, 6.1 Corporate Insurance Agent shall not print, publish,
Sales distribute or use any advertisements, sales literature
Literature and or other writing relating to the Contracts unless such
Other advertisements, sales literature or other writing
Communications. shall have first been approved in writing by Penn
Mutual and Distributor.
6.2 Corporate Insurance Agent shall exercise care not to
misrepresent the Contracts or Penn Mutual 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 Penn Mutual or it misleading in any way.
--------------------------------------------------------------------------------
7. Indemnification. 7.1 Corporate Insurance Agent shall indemnify or hold
harmless Penn Mutual and Distributor and each director
and officer of Penn Mutual and Distributor against any
losses, claims, damages or liabilities, including but
not limited to reasonable attorneys' fees and court
cost to which Penn Mutual 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.
--------------------------------------------------------------------------------
7.2 Penn Mutual 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 Penn Mutual or Distributor.
7.3 In the event Penn Mutual suffers a loss resulting from
Corporate Insurance Agent activities, Corporate
Insurance Agent 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, Corporate
Insurance Agent shall promptly pay Penn Mutual such
amount on demand and Corporate Insurance Agent shall
indemnify and hold harmless Penn Mutual from any such
deficiency and from the costs of collection thereof
(including reasonable attorneys' fees).
--------------------------------------------------------------------------------
8. Complaints, 8.1 Corporate Insurance Agent shall promptly notify Penn
Investigations Mutual and Distributor of any allegation that
& Proceedings. Corporate Insurance Agent or any of its
representatives violated any law, regulation or rule
in soliciting applications for or servicing Contracts,
and shall provide Penn Mutual with full details,
including copies of all legal documents pertaining
thereto.
8.2 Corporate Insurance Agent shall cooperate fully with
Penn Mutual 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.
--------------------------------------------------------------------------------
9. Nonwaiver. 9.1 Forbearance by Penn Mutual 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.
--------------------------------------------------------------------------------
10. Amendment. 10.1 Penn Mutual 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.
--------------------------------------------------------------------------------
11. Termination 11.1 This agreement may be terminated by any party, with or
and without cause, upon giving written notices to the
Assignment. 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 Penn Mutual, and except as may be
expressly stated otherwise in this agreement.
11.2 This agreement may not be assigned without the written
consent of all parties.
--------------------------------------------------------------------------------
12. Governing Law. 12.1 This agreement shall be construed in accordance with
and governed by the laws of Law. 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.
____________________________________________________
Name of Corporate Insurance Agent
By:_________________________________________________
Signature
____________________________________________________
Name
____________________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________________
Signature
____________________________________________________
Name
____________________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________________
Signature
____________________________________________________
Name
____________________________________________________
Title
Penn The Penn Mutual Life Insurance Company
Mutual Independence Square, Philadelphia, PA 19172
--------------------------------------------------------------------------------
SCHEDULE 1 TO CORPORATE INSURANCE AGENT SELLING AGREEMENT
Individual Variable and Fixed Annuity Contracts -
Diversifier II
Individual Fixed - Only Annuity Contracts - Diversifier II
Date of Corporate Insurance Agent Selling Agreement to
which this schedule is attached:
--------------------------------------------------------------------------------
1. Authorization Subject to the conditions and limitations of the Corporate
to Sell. Insurance Agent Selling Agreement, Corporate Insurance
Agent is authorized to solicit applications for Diversifier
II Individual Variable and Fixed Annuity Contracts and
Diversifier II Individual Fixed-Only Annuity Contracts
issued by Penn Mutual (hereinafter referred to as
"Contracts").
--------------------------------------------------------------------------------
2. Compensation. Subject to the conditions and limitations of the Corporate
Insurance Agent Selling Agreements and this Schedule,
Corporate Insurance Agent shall be paid a fee for placing
or servicing a Diversifier II Individual Variable and Fixed
Annuity Contract equal to _____% of any purchase payment
made under such Contract and a fee for placing and
servicing a Diversifier II Fixed-Only Annuity Contract
equal to _____% of any purchase payment made under such
Contract. No fee shall be paid with respect to a purchase
payment made under a contract after the Corporate Insurance
Agent Selling Agreement has been terminated. If the
Annuitant or Contractowner (other than a trustee of a
Qualified Plan) is over age 81 on the date the Diversifier
II Contract is issued, the fee shall be limited as follows:
80% of such fee if the Annuitant or Contractowner is age
82; 60% of such fee if the Annuitant or Contractowner is
age 83; 40% of such fee if the Annuitant or Contractowner
is age 84; and 20% of such fee if the Annuitant of
Contractowner is age 85. Amounts transferred among
Contracts are not purchase payments with the meaning of the
Corporate Insurance Agent Selling Agreement of this
Schedule.
This Schedule 1 replaces and supersedes any and all prior
Schedule 1's attached to the Corporate Insurance Agent
Selling Agreement.
Agreed:
Date:___________________________ ____________________________________________
Name of Corporate Insurance Agent
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
Penn The Penn Mutual Life Insurance Company
Mutual Independence Square, Philadelphia, PA 19172
--------------------------------------------------------------------------------
SCHEDULE 3 TO CORPORATE INSURANCE AGENT SELLING AGREEMENT
Variable Universal Life Insurance Contracts - Penn Mutual
Cornerstone VUL II Date of Corporate Insurance Agent
Selling Agreement to which this schedule is attached:
--------------------------------------------------------------------------------
1. Authorization. Subject to and in accordance with the provision of the
to Sell. Corporate Insurance Agent Selling Agreement, Corporate
Insurance Agent is authorized to solicit applications for
Form VU- 94(s) and Form VU-94(u) Flexible Premium
Adjustable Variable Universal Life Insurance Policies and
such variations of such form of contract as may be
designated by Penn Mutual and approved under applicable
state insurance laws ("Cornerstone VUL II Policies").
--------------------------------------------------------------------------------
2. Compensation. During the period the Corporate Insurance Agent Selling
Agreement and this schedule is n. in effect, and subject to
and in accordance with the provisions thereof, Corporate
Insurance Agent shall be compensated as follows:
2.1 Basic First Year Compensation
A fee for the first policy year of 50% of an amount
equal to the first T of premium paid for the first
policy year and 3.3% of an amount equal to the premium
paid for the first policy year in excess of T. However,
if the insured is over attained age 75 on the date the
policy is issued, the fee for the first policy year
will be limited to 35% of an amount equal to the first
T of premium paid for the first policy year and 3.3% of
an amount equal to premium paid for the first policy
year in excess of T. T is equal to the amount set forth
in Table 1 below for each $1,000 or fraction thereof
the initial Specified Amount of insurance as set forth
in the policy in question. In calculating compensation
payable pursuant to this subsection, it will be deemed
that any increase in Specified Amount of the policy in
question that is effective during the first six policy
months of such policy took place prior to the issuance
of such policy, and the calculations pursuant to this
subsection shall be based upon an initial Specified
Amount as so adjusted.
2.2 Renewal Compensation
A fee for the second through fifteen policy years of
3.00% of an amount equal to premium paid for the policy
year in question, and a fee for the sixteenth and later
policy years equal to 1.20% of premium paid for the
policy year in question.
2.3 Basic Compensation on Increases
In the case of an increase in the Specified Amount of
insurance, a fee of 47% (32% where the insured has an
attained age greater than 75) of an amount equal to the
smaller of (1) the first T of premium paid for the
twelve months following the effective date of any
increase in Specified Amount of the policy in question
and (2) total increase in scheduled annual basis
premium. Such fee shall be paid only once for each such
increase. T is defined in subsection 2.1 above.
-------------------------------------------------------
2.4 Expense Allowance
For each calendar month while Corporate Insurance Agent
Selling Agreement is in effect and before its
termination, Corporate Insurance Agent shall be
entitled to the expense from Penn Mutual described
below, provided that the amount payable as an expense
allowance shall be limited to the total of reasonable
business expenses incurred by Corporate Insurance Agent
that are directly related to the sale or service of
Penn Mutual policies, and provided further that no such
allowance shall be payable to Corporate Insurance Agent
that would cause the total of such allowances to exceed
the limits of Section 4228 of the Insurance Law of the
State of New York. No payment pursuant to this
agreement will be used by Corporate Insurance Agent to
effect compensation for the sale of insurance in excess
of the limits of said Section 4228. Such allowance
shall be 60% of an amount equal to the Basic First Year
Compensation and Basic Compensation on Regular
increases for the Cornerstone, VUL Policies during the
calendar month for which this allowance is being
calculated.
2.5 Compensation Chargebacks
A percentage of total compensation (including expense
allowance) will be charged back for lapses/surrenders
during the first policy year and during the 12 policy
months following an increase. The percentage is shown
below and is dependent on the policy month of
lapse/surrender.
Policy Month of Chargeback
Lapse/Surrender Percentage
---------------- ----------
1-3 100%
4-6 75%
7-9 50%
10-12 25%
13+ 0%
2.6 Replacement of Penn Mutual Policies
It is agreed that the compensation otherwise payable to
Corporate Insurance Agent for any policy shall be
reduced in accordance with the replacement control
program of Penn Mutual in effect at the time such
policy is placed in force. It is anticipated that such
replacement control program may be changed from time to
time as to policies in force after such change.
2.7 Policy Delivery Receipt
it is agreed that the Corporate Insurance Agent shall
be responsible for obtaining a signed policy delivery
receipt. No compensation otherwise payable to the
Corporate Insurance Agent for any policy shall be paid
until Penn Mutual is in possession of a signed policy
delivery receipt (or facsimile copy thereof) for said
policy.
This Schedule 3 replaces and supersedes any and all
prior Schedule 3's attached to the Corporate
Insurance Agent Selling Agreement.
Agreed:
Date:___________________________ ____________________________________________
Name of Corporate Insurance Agent
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
Table 1
Variable Universal Life
Target Premiums
Male Female Unisex Male Female Unisex
---- ------ ------ ---- ------ ------
Age NS SM NS SM NS SM Age NS SM NS SM NS SM
--- -- -- -- -- -- -- --- -- -- -- -- -- --
0 N/A 2.82 N/A 2.44 N/A 2.77 41 11.35 13.61 9.72 11.40 11.01
1 N/A 2.81 N/A 2.45 N/A 2.77 42 11.88 14.27 10.15 11.91 11.53
2 N/A 2.91 N/A 2.53 N/A 2.86 43 12.45 14.96 10.60 12.43 12.07
3 N/A 3.00 N/A 2.61 N/A 2.96 44 13.04 15.68 11.08 12.98 12.64
4 N/A 3.11 N/A 2.70 N/A 3.06 45 13.67 16.45 11.58 13.56 13.24
5 N/A 3.22 N/A 2.79 N/A 3.17 46 14.34 17.26 12.11 14.16 13.88
6 N/A 3.33 N/A 2.89 N/A 3.28 47 15.05 18.11 12.67 14.80 14.56
7 N/A 3.46 N/A 2.99 N/A 3.40 48 15.80 19.02 13.26 15.47 15.27
8 N/A 3.59 N/A 3.10 N/A 3.53 49 16.60 19.97 13.89 16.17 16.03
9 N/A 3.73 N/A 3.21 N/A 3.67 50 17.45 20.98 14.55 16.91 16.84
10 N/A 3.87 N/A 3.33 N/A 3.81 51 18.35 22.05 15.24 17.69 17.70
11 N/A 4.03 N/A 3.45 N/A 3.96 52 19.31 23.19 15.98 18.51 18.61
12 N/A 4.19 N/A 3.59 N/A 4.12 53 20.33 24.39 16.77 19.38 19.58
13 N/A 4.36 N/A 3.72 N/A 4.28 54 21.42 25.65 17.59 20.29 20.60
14 N/A 4.53 N/A 3.86 N/A 4.45 55 22.57 26.99 18.47 21.26 21.70
15 N/A 4.70 N/A 4.01 N/A 4.62 56 23.80 28.40 19.40 22.28 22.86
16 N/A 4.88 N/A 4.16 N/A 4.79 57 25.10 29.88 20.40 23.36 24.09
17 N/A 5.06 N/A 4.32 N/A 4.96 58 26.50 31.46 21.46 24.51 25.40
18 N/A 5.25 N/A 4.48 N/A 5.13 59 27.98 33.13 22.59 25.74 26.81
19 N/A 5.44 N/A 4.65 N/A 5.31 60 29.57 34.91 23.82 27.07 28.31
20 4.83 5.65 4.17 4.82 4.70 5.50 61 31.27 36.80 25.13 28.50 29.92
21 5.00 5.84 4.32 5.01 4.86 5.69 62 33.09 38.80 26.54 30.03 31.63
22 5.17 6.05 4.49 5.20 5.04 5.90 63 35.03 40.93 28.06 31.68 33.47
23 5.36 6.27 4.66 5.41 5.22 6.12 64 37.11 43.18 29.69 33.43 35.43
24 5.56 6.51 4.84 5.62 5.41 6.35 65 39.33 45.54 31.43 35.29 37.53
25 5.76 6.76 5.02 5.83 5.62 6.59 66 41.69 48.04 33.29 37.27 39.76
26 5.99 7.03 5.22 6.08 5.83 6.85 67 44.22 50.00 35.28 39.38 42.15
27 6.22 7.31 5.43 6.32 6.06 7.13 68 46.93 50.00 37.44 41.65 44.71
28 6.47 7.62 5.65 6.58 6.31 7.43 69 49.85 50.00 39.78 44.12 47.46
29 6.74 7.94 5.87 6.85 6.57 7.74 70 50.00 50.00 42.33 46.80 50.00
30 7.02 8.28 6.11 7.14 6.84 8.07 71 50.00 50.00 45.12 49.74 50.00
31 7.31 8.64 6.37 7.44 7.12 8.42 72 50.00 50.00 48.16 50.00 50.00
32 7.63 9.03 6.63 7.75 7.43 8.79 73 50.00 50.00 50.00 50.00 50.00
33 7.96 9.43 6.91 8.08 7.75 9.18 74 50.00 50.00 50.00 50.00 50.00
34 8.31 9.86 7.20 8.43 8.08 9.59 75 50.00 50.00 50.00 50.00 50.00
35 8.67 10.31 7.51 8.80 8.44 10.03 76 50.00 50.00 50.00 50.00 50.00
36 9.06 10.79 7.84 9.19 8.81 10.49 77 50.00 50.00 50.00 50.00 50.00
37 9.47 11.30 8.18 9.59 9.21 10.97 78 50.00 50.00 50.00 50.00 50.00
38 9.90 11.83 8.53 10.01 9.62 11.48 79 50.00 50.00 50.00 50.00 50.00
39 10.36 12.39 8.91 10.46 10.06 12.02 80 50.00 50.00 50.00 50.00 50.00
40 10.84 12.99 9.30 10.92 10.52 12.58
NS is to be used for both Nonsmoker Standard and Preferred.
THE PENN MUTUAL LIFE INSURANCE COMPANY
Standards of Suitability for Sale
of Variable Life Insurance
The Standards of suitability for the sale of Variable Life Insurance Policies
are as follows:
(1) The applicant is furnished with a prospectus effective under the Securities
Act of 1933 which accurately and adequately inform the applicant of all
relevant particulars of the Variable Life Insurance Policy, including the
investment risks assumed under the Policy.
(2) The purchase of the Variable Life Insurance Policy by the applicant is
reasonably consistent with the insurance needs and financial objectives
expressed by the applicant; and
(3) The purchase of the Variable Life Insurance Policy by the applicant is
reasonably consistent with the insurance needs and financial objectives of
the applicant, as determined objectively by the Company's sales agent after
reasonable inquiry into the relevant financial and family situation of the
applicant.
No recommendation shall be made to an applicant to purchase a Variable Life
Insurance Policy in the absence of reasonable grounds to believe that the Policy
is not unsuitable for the applicant. Reasonable grounds for believing that the
Policy is not unsuitable shall be based upon information furnished after
reasonable inquiry of the applicant concerning the applicant's insurance and
investment objectives, financial situation and needs and any other information
known to the Company or the sales agent making the recommendation.
Penn The Penn Mutual Life Insurance Company
Mutual Independence Square, Philadelphia, PA 19172
--------------------------------------------------------------------------------
SCHEDULE 4 TO CORPORATE INSURANCE AGENT SELLING AGREEMENT
Variable Universal Life Insurance Contracts - Penn Mutual
Variable EstateMax Date of Corporate
Insurance Agent Selling Agreement to which this schedule is
attached:
--------------------------------------------------------------------------------
1. Authorization. Subject to and in accordance with the provision of the
to Sell. Corporate Insurance Agent Selling Agreement, Corporate
Insurance Agent is authorized to solicit applications for
Form VALJ- 94(u) and Form VALJ-94(u) Last Survivor Flexible
Premium Adjustable Variable Life Insurance Policy and such
variations of such form of contract as may be designated by
Penn Mutual and approved under applicable state insurance
laws ("Variable EstateMax").
--------------------------------------------------------------------------------
2. Compensation. During the period the Corporate Insurance Agent Selling
Agreement and this schedule is in n. effect, and subject to
and in accordance with the provisions thereof, Corporate
Insurance Agent shall be compensated as follows:
2.1 Basic First Year Compensation
A fee for the first policy year of 50% of an amount
equal to the first R of premium paid for the first
policy year and 2.00% of an amount equal to the premium
paid for the first policy year in excess of R. R is
equal to seventyfive percent (75%) of an Adjusted
Guideline Annual Premium for each $1,000 or fraction
thereof of the initial Specified Amount of insurance as
set forth in the Variable EstateMax Policy in question.
The Adjusted Guideline Annual Premium is the Guideline
Annual Premium as defined in Section 7702 of the
Internal Revenue Service Code of 1986, as amended, or
as set forth in any applicable successor provision
thereto, adjusted to reflect four percent (4%) interest
from the date of issue through the policy maturity
date, and excluding the effect of any per policy
expense loads and substandard ratings. The policy
maturity date is the date that the younger insured
would reach attained age 100.
2.2 Renewal Compensation
A fee for the second through fifteen policy years of
2.0% of an amount equal to premium paid for the policy
year in question, and a fee for the sixteenth and later
policy years equal to 1.2% of premium paid for the
policy year in question.
--------------------------------------------------------------------------------
2.3 Expense Allowance
For each calendar month while Corporate Insurance Agent
Selling Agreement is in effect and before its
termination, Corporate Insurance Agent shall be
entitled to the expense from Penn Mutual described
below, provided that the amount payable as an expense
allowance shall be limited to the total of reasonable
business expenses incurred by Corporate Insurance Agent
that are directly related to the sale or service of
Penn Mutual policies, and provided further that no such
allowance shall be payable to Corporate Insurance Agent
that would cause the total of such allowances to exceed
the limits of Section 4228 of the Insurance Law of the
State of New York. No payment pursuant to this
agreement will be used by Corporate Insurance Agent to
effect compensation for the sale of insurance in excess
of the limits of said Section 4228. Such allowance
shall be 60% of an amount equal to the Basic First Year
Compensation and Basic Compensation on Regular
increases for the Variable EstateMax during the
calendar month for which this allowance is being
calculated.
2.4 Compensation Chargebacks
A percentage of total compensation (including expense
allowance) will be charged back for lapses/surrenders
during the first policy year and during the 12 policy
months following an increase. The percentage is shown
below and is dependent on the policy month of
lapse/surrender.
Policy Month of Chargeback
Lapse/Surrender Percentage
---------------- ----------
1-3 100%
4-6 100%
7-9 50%
10-12 50%
13+ 0%
2.5 Replacement of Penn Mutual Policies
It is agreed that the compensation otherwise payable to
Corporate Insurance Agent for any policy shall be
reduced in accordance with the replacement control
program of Penn Mutual in effect at the time such
policy is placed in force. It is anticipated that such
replacement control program may be changed from time to
time as to policies in force after such change.
2.6 Policy Delivery Receipt
it is agreed that the Corporate Insurance Agent shall
be responsible for obtaining a signed policy delivery
receipt. No compensation otherwise payable to the
Corporate Insurance Agent for any policy shall be paid
until Penn Mutual is in possession of a signed policy
delivery receipt (or facsimile copy thereof) for said
policy.
This Schedule 4 replaces and supersedes any and all
prior Schedule 4's attached to the Corporate
Insurance Agent Selling Agreement.
Agreed:
Date:___________________________ ____________________________________________
Name of Corporate Insurance Agent
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
XXXXXX, XXXXXXXX & XXXX, INC.
By:_________________________________________
Signature
_________________________________________
Name
_________________________________________
Title
THE PENN MUTUAL LIFE INSURANCE COMPANY
Standards of Suitability for Sale
of Variable Life Insurance
The Standards of suitability for the sale of Variable Life Insurance Policies
are as follows:
(1) The applicant is furnished with a prospectus effective under the Securities
Act of 1933 which accurately and adequately inform the applicant of all
relevant particulars of the Variable Life Insurance Policy, including the
investment risks assumed under the Policy.
(2) The purchase of the Variable Life Insurance Policy by the applicant is
reasonably consistent with the insurance needs and financial objectives
expressed by the applicant; and
(3) The purchase of the Variable Life Insurance Policy by the applicant is
reasonably consistent with the insurance needs and financial objectives of
the applicant, as determined objectively by the Company"s sales agent after
reasonable inquiry into the relevant financial and family situation of the
applicant.
No recommendation shall be made to an applicant to purchase a Variable Life
Insurance Policy in the absence of reasonable grounds to believe that the Policy
is not unsuitable for the applicant. Reasonable grounds for believing that the
Policy is not unsuitable shall be based upon information furnished after
reasonable inquiry of the applicant concerning the applicant's insurance and
investment objectives, financial situation and needs and any other information
known to the Company or the sales agent making the recommendation.
