EXHIBIT c
Underwriting Agreement
PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made as of this 1st day of July, 2006, by and
between Ameritas Investment Corp. (hereinafter the "Underwriter") and The Union
Central Life Insurance Company (hereinafter the "UCL"), on its own behalf and on
behalf of Carillon Life Account (hereinafter the "Account"), a separate account
of the UCL as follows:
WHEREAS, the Account was established under authority of a resolution of
UCL's Board of Directors on July 10, 1995, in order to set aside and invest
assets attributable to certain variable universal life contracts (the
"Contracts") issued by UCL;
WHEREAS, UCL has registered the Account as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act") and has registered the
Contacts under the Securities Act of 1933;
WHEREAS, the Underwriter is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "1934 Act") , and is a member of the National
Association of Securities Dealers, Inc. ( the "NASD")
WHEREAS, UCL desires to issue the Contracts with respect to the
Account, as identified in Exhibit A attached hereto and incorporated herein;
WHEREAS, UCL and the Account desire to have the Contracts sold and
distributed through the Underwriter and the Underwriter is willing to sell and
distribute such Contracts under the terms stated herein;
NOW THEREFORE, the parties hereto agree as follows:
1. UCL grants to the Underwriter the right to be, and the Underwriter
agrees to serve as, distributor and principal underwriter of the Contracts
during the term of this agreement. The Underwriter agrees to use its best
efforts to solicit applications for the Contracts, and to undertake, at its own
expense, to provide all sales services relative to the contracts and otherwise
to perform all duties and functions which are necessary and proper for the
distribution of the Contracts.
2. All premiums for Contracts shall be the property of UCL and shall
be remitted promptly in full together with such application, forms and any other
required documentation to UCL. Checks or other forms of payment acceptable to
UCL in payment of premiums shall be drawn to the order of "The Union Central
Life Insurance Company".
3. The Underwriter agrees to offer the Contracts for sale in accordance
with the prospectus therefor then in effect. The Underwriter is not authorized
to give any information or to make any representations concerning the Contracts
other than those contained in the current prospectus therefor filed with the
Securities and Exchange Commission or in such sales literature as may be
authorized by UCL.
4. On behalf of the Account, UCL shall furnish the Underwriter, at its
own expense, with copies of an prospectuses, financial statements and other
documents which the Underwriter reasonably requests for use in connection with
the distribution of the Contracts.
5. The Underwriter represents that it is duly registered as a
broker-dealer under the 1934 Act and is a member in good standing of the NASD
and, to the extent necessary to offer the Contracts, shall be registered or
otherwise qualified under the securities laws of any state or other
jurisdiction. The Underwriter shall be responsible for carrying out its sales
and underwriting obligations hereunder in continued compliance with the NASD
Conduct Rules and federal and state securities laws and regulations. Without
limiting the generality of the foregoing, the Underwriter agrees that it shall
be fully responsible for:
(a) ensuring that no associated person of Underwriter shall offer
or sell the Contracts on its behalf until such person is duly
registered as a representative of the Underwriter, duly licensed
and appointed by UCL, and appropriately licensed, registered or
otherwise qualified to offer and sell such Contracts under the
federal securities laws and any applicable securities laws of
each state or other jurisdiction in which such Contracts may be
lawfully sold, in which UCL is licensed to sell the Contracts and
in which such persons shall offer or sell the Contacts; and
(b) training, supervising, and controlling of all such associated
persons of Underwriter for purposes of complying on a continuous
basis with the NASD Conduct Rules and with federal and state
securities law requirements applicable in connection with the
offering and sale of the Contracts. In this connection, the
Underwriter shall:
(1) conduct such training (including the preparation and
utilization of training materials) as in the opinion of the
Underwriter is necessary to accomplish the purposes of this
Agreement;
(2) establish and implement reasonable written procedures
for supervision of sales practices of agents,
representatives or brokers selling the Contracts; and
(3) take reasonable steps to ensure that its associated
persons shall not make recommendations to an applicant to
purchase a Contract and shall not sell a Contract in the
absence of reasonable grounds to believe that the purchase
of the Contract is suitable for such applicant.
(c) review of all proposed advertisements and sales literature
relating to the Contracts for compliance with applicable
securities laws and regulations, and filing with appropriate
regulators those advertisements and sales literature it believes
are in compliance with such laws and regulations, and providing
UCL with any comments provided by regulators with respect to such
materials and to use its best efforts to obtain the approval of
the regulators of such materials.
6. Notwithstanding anything in this Agreement to the contrary, the
Underwriter or UCL may enter into sales agreements with other independent
broker-dealers who are members of the NASD for the sale of the Contracts. All
such sales agreements entered into by UCL or the Underwriter shall provide that
each independent broker-dealer will assume full responsibility for continued
compliance by itself and its associated persons with the NASD Conduct Rules and
applicable federal and state securities laws. All associated persons of such
independent broker-dealers soliciting applications for the Contracts shall be
duly and appropriately licensed or appointed by UCL for the sale of the
Contracts under the insurance laws of the applicable states or jurisdictions in
which such Contracts may be lawfully sold.
7. UCL shall apply for the proper insurance licenses in the appropriate
states or jurisdictions for the designated persons associated with the
Underwriter or with other independent broker-dealers which have entered into
agreements with the Underwriter for the sale of the Contracts, provided that UCL
reserves the right to refuse to appoint any proposed registered representative
as an agent or broker, and to terminate an agent or broker once appointed.
8. UCL and the Underwriter shall cause to be maintained and preserved
for the periods prescribed, such accounts, books and other documents as are
required of it by any applicable laws and regulations. The books, accounts and
records of UCL, the Accounts, and the Underwriter as to all transactions
hereunder shall be maintained so as to disclose clearly and accurately the
nature and details of the transactions. The Underwriter shall cause UCL to be
furnished with such reports as UCL may reasonably request for the purpose of
meeting its reporting and recordkeeping requirements under the insurance laws of
the State of Ohio and any other applicable states or jurisdictions.
9. The Underwriter shall have the responsibility for paying (i) all
commissions or other fees to its associated persons which are due for the sale
of the Contracts, and (ii) any compensation to other independent broker-dealer
and their associated persons due under the terms of any sales agreements between
the Underwriter and such broker-dealers. As an administrative convenience to the
parties, UCL may pay to the associated persons of Underwriter the commissions
due for the sale. of the Contracts and provide Underwriter with accurate records
of all such commissions paid on its behalf, and pay to brokerdealers with whom
Underwriter has entered into a selling agreement for the distribution of the
Contracts any applicable dealer allowance or other compensation as provided in
such selling agreement, and provide Underwriter with accurate records of all
such payments paid on its behalf.
10. The Underwriter shall be compensated for its distribution services
of the Contracts covered hereby in accordance with the compensation schedule set
forth in Exhibit A, attached hereto and incorporated herein plus 100% of all
sales compensation expenses incurred by the Underwriter (including, but not
limited to, associated person commissions, compensation paid to independent
brokerdealers, manager overrides, persistency compensation, bonuses, and any
applicable payroll taxes); plus an amount not to exceed $175,000 per calendar
year negotiated between UCL and Carillon one time per year to make up any
shortfall that arises if sales-based compensation as described above does not
meet Carillon's expenses associated with serving as Underwriter for the
Contracts and UCL's variable life contracts. Any compensation paid to the
Underwriter in connection with a Contract must be returned to UCL if the
Contract is tendered for redemption during the "free look period" of the
Contract.
11. UCL shall send to each purchaser of a Contract or such other person
as appropriate a confirmation as required by law or regulation of any
transaction made with respect to the Contracts which shall reflect the true
facts of the transaction and show that confirmation of the transaction is being
sent on behalf of the broker-dealer acting in the capacity of agent for the
insurance company.
12. The services of the Underwriter to the Account hereunder are not
to be deemed exclusive and the Underwriter shall be free to render similar
services to others so long as its services hereunder are not impaired or
interfered with thereby.
13. (a) This Agreement may be terminated by either party hereto upon
30 days written notice to the over party.
(b) This Agreement may be terminated upon written notice of one
party to the other party hereto in the event of bankruptcy or
insolvency of such party to which notice is given.
(c) This Agreement may be terminated at any time upon the mutual
written consent of the parties hereto.
(d). This Agreement shall automatically be terminated in the event
of its assignment.
(e) Upon termination of this Agreement, all authorizations,
rights and obligations shall cease except the obligations to
settle accounts hereunder, including premiums or contributions
subsequently received for Contracts in effect at the time of
termination or issued pursuant to applications received by UCL
prior to termination.
14. This Agreement shall be subject to the provisions of the 1940 Act
and the 1934 Act and the rules, regulations, and rulings thereunder and of the
NASD, from time to time in effect, including such exemptions from the 1940 Act
as the Securities and Exchange Commission may grant, and the terms hereof shall
be interpreted and construed in accordance therewith. Without limiting the
generality of the foregoing, the term "assigned" shall not include any
transaction exempted from section 15 (02) of the 1940 Act.
The Underwriter and UCL shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Accounts,
present or future, any information, reports or other material which any such
body by reason of this Agreement may request or require pursuant to applicable
laws or regulations.
15. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
16. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Ohio.
17. The Underwriter and UCL agree, in accordance with Regulation S-P
and the Gramm-LeachBliley Act and any other applicable federal or state laws or
regulations, to treat all records related to the Contracts and owners of the
Contracts as confidential, and not to use such records for any purpose other
than performance of their respective responsibilities under this Agreement, or
as required by applicable law or regulation. The parties represent and warrant
that they have adopted an anti-money laundering compliance program that
satisfies the requirements of all applicable laws and regulations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officials thereunder duly authorized and seals to be
affixed, as of the day and year first above written.
THE UNION CENTRAL LIFE AMERITAS INVESTMENT CORP.
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Gear
---------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Gear
Vice President President & Chief Executive Officer
EXHIBIT A
Individual Flexible Premium Variable
Universal Life Insurance Policies Fee Schedule
UC 8707 Excel Accumulator 7% of associated person
commissions and compensation
UC 8703 Excel Choice paid to independent broker-dealer*
UC 8703 Executive Edge
*Any compensation paid to the Underwriter in connection with a Contract must be
returned to UCL if the Contract is tendered for redemption during the "free look
period" of the Contract.