EXHIBIT (3) (a)
Forms of Principal Underwriting Agreements
PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made this 1st day of May, 2007, by and between
Ameritas Investment Corp., (hereinafter the "Underwriter") and Ameritas Life
Insurance Corp. hereinafter the "Insurance Company"), on its own behalf and on
behalf of Ameritas Variable Separate Account VA-2 and Ameritas Variable Separate
Account VA (hereinafter the "Accounts"), separate accounts of the Insurance
Company, as follows:
WHEREAS, the Accounts were established under authority of resolution of
the Insurance Company's Board of Directors on ,__________ 2007, in order to set
aside and invest assets attributable to certain variable annuity contracts
(hereinafter "Contracts") issued by the Insurance Company;
WHEREAS, the Insurance Company has registered or will register the
Accounts as unit investment trusts under the Investment Company Act of 1940 (the
"Investment Company Act") and has registered or will register the Contracts
under the Securities Act of 1933 (the "1933 Act").
WHEREAS, the Insurance Company has filed or will file the Contracts for
approval by the state insurance departments in those jurisdictions where it is
authorized to transact business.
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"); and
WHEREAS, the Insurance Company and the Accounts desire to have
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. The Insurance Company 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 at its own expense, and otherwise
to perform all duties and functions which are necessary and
proper for the distribution of the Policies.
2. All premiums for Contracts shall be remitted promptly in full
together with such application, forms, and any other documents
required by the Insurance Company. Checks or money orders in
payment of premiums shall be drawn to the order of "Ameritas Life
Insurance Corp."
3. The Underwriter agrees to offer the Contracts for sale in
accordance with the prospectuses 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 prospectuses filed with the SEC or in
such sales literature as may be developed and authorized by the
Insurance Company in conjunction with the Underwriter.
4. The Underwriter shall be responsible for any filings of
advertisements or sales literature required to be made with the
NASD.
5. The Underwriter agrees to join Insurance Company, upon Insurance
Company's request and after independent review of such matters,
in any joint applications required to be filed with the SEC under
the 1934 Act, the 1933 Act and the Investment Company Act.
6. The Insurance Company shall be responsible for any filings of
advertising and sales literature required to be made with state
insurance regulators.
7. On behalf of the Accounts, the Insurance Company shall furnish
the Underwriter with copies of all prospectuses, financial
statements and other documents which the Underwriter reasonably
requests for use in connection with the distribution of the
Contracts.
8. Insurance Company represents to Underwriter that the prospectus
included in Insurance Company's Registration Statement,
post-effective amendments thereto and any supplements thereto, as
filed or to be filed with the SEC, as of their effective dates,
contain or will contain, all statements and information which are
required to be stated therein by the 1933 Act and in all respects
conform or will conform to the requirements thereof. Neither any
prospectus, nor any supplement thereof, includes or will include,
any untrue statement of a material fact, or omits or will omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided, however, that the foregoing representations shall not
apply to information contained in or omitted from any prospectus
or supplement in reliance upon, and in conformity with, written
information furnished to Insurance Company by Underwriter
specifically for use in the preparation thereof. The foregoing
representation also shall not apply to information contained in
or omitted from any prospectus or supplement of any underlying
mutual fund.
9. 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 duly registered or otherwise qualified under the
securities laws and insurance laws of any state or other
jurisdiction. The Underwriter shall be responsible itself, or
through contracts with others, including Insurance Company, for
carrying out its sales and underwriting obligations hereunder in
continued compliance with the NASD Rules of Fair Practice 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 person 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 the Insurance Company, and appropriately
licensed, registered or otherwise qualified to offer and
sell such Contracts under the federal securities laws and
any applicable securities laws and insurance laws of each
state or other jurisdiction in which such Contracts may be
lawfully sold, in which the Insurance Company is licensed to
sell the Contracts and in which such persons shall offer or
sell the Contracts; and
(b) training, supervising, and controlling all such persons for
purposes of complying on a continuous basis with the NASD
Rules of Fair Practice and with federal and state securities
law requirements applicable in connection with the offer and
sale of the
Contracts. Underwriter is responsible for all costs
associated with this undertaking. In connection with
this undertaking, 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.
10. The Underwriter is hereby authorized to enter into sales
agreements with other independent broker-dealers for the sale of
the Contracts. All such sales agreements entered into by 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 Rules of Fair
Practice 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 for the sale of the Contracts under the
Federal and state securities laws and the insurance laws of the
applicable states or jurisdictions in which such Contracts may be
lawfully sold.
11. The Insurance Company 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
the Insurance Company 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. The cost of
licensing for a designated person will be paid by the party
designating such person for licensing. The Insurance Company will
pay the cost of appointing all designated persons.
12. The Insurance Company and the Underwriter shall cause to be
maintained and preserved for the periods prescribed such
accounts, books, and other documents as are required of them by
the Investment Company Act of 1940, the 1934 Act, and any other
applicable laws and regulations. The books, accounts and records
of the Insurance Company, 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 Insurance Company shall maintain such books and
records of the Underwriter pertaining to the sale of the
Contracts and required by the 1934 Act as may be mutually agreed
upon from time to time by the Insurance Company and the
Underwriter; provided that such books and records shall be the
property of the Underwriter, and shall at all times be subject to
such reasonable periodic, special or other examination by the SEC
and all other regulatory bodies having jurisdiction. The
Insurance Company shall be responsible for sending all required
confirmations on customer transactions in compliance with
applicable regulations, as modified by any exemption or other
relief obtained by the Insurance Company. The Underwriter shall
cause the Insurance Company to be furnished with such
reports as the Insurance Company may reasonably request for the
purpose of meeting its reporting and recordkeeping requirements
under the insurance laws of the State of Nebraska and any other
applicable states or jurisdictions.
13. The Insurance Company shall have the responsibility for paying
(i) all commissions or other fees to associated persons of the
Underwriter which are due for the sale of the Contracts and (ii)
any compensation to other independent broker-dealers and their
associated persons due under the terms of any sales agreements
between the Underwriter, Insurance Company, and such
broker-dealers. Notwithstanding the preceding sentence, no
associated person or broker-dealer shall have an interest in any
deductions or other fees payable to the Underwriter pursuant to
the terms of this Agreement.
14. If Insurance Company is required to refund premiums or return
accumulation values and waive surrender charges on any Policy for
any reason; then no commission will be payable on such payments,
and previously paid commissions, to the extent they are refunded
by the Insurance Company, must be refunded by the Underwriter.
15. Fees payable to the Underwriter in connection with underwriting
the policies shall be payable in accordance with Schedule A,
which may be revised from time to time by written agreement of
the parties.
Fees payable to the Underwriter in connection with the sale of
the policies by its registered representatives shall be payable
in accordance with Schedule B, which may be revised from time to
time by written agreement of the parties.
In addition, the Insurance Company shall reimburse the
Underwriter for all reasonable and necessary costs and expenses
incurred by the Underwriter in furnishing the services,
materials, and supplies required by the terms of this Agreement.
The Underwriter agrees to obtain the prior written approval by
Insurance Company of any agreements it may pursue with third
party providers of such services, materials and supplies.
16. The Insurance Company and the Underwriter hereby agree to comply
with all applicable laws and regulations intended to prevent,
detect, and report money laundering and suspicious transactions
and will take all necessary and appropriate steps, consistent
with applicable regulations and generally accepted industry
practices, to (1) obtain, verify, and retain information with
regard to policyowner identification and source of funds, and (2)
to maintain records of all account transactions.
Each party to this Agreement also agrees (to the extent
consistent with applicable law) to take all steps necessary and
appropriate to provide requested information about policyowners
to any other party to this Agreement that shall request such
information due to an inquiry or investigation by any law
enforcement, regulatory or administrative authority. To the
extent permitted by applicable law and/or regulation, each party
to this Agreement shall notify all other parties to this
Agreement of any concerns that shall arise in connection with any
policyowner in the context of relevant anti-money laundering
legislation/regulations. Each party to this Agreement shall hold
harmless all other parties to this Agreement for any actions that
may arise for good faith attempts to comply with all applicable
laws, rules and/or regulations of governmental agencies, law
enforcement
organizations and/or Self Regulatory Organizations.
17. Insurance Company shall indemnify Underwriter for any losses to
which Underwriter may become subject, insofar as such losses
result from negligent, fraudulent or unauthorized acts or
omissions by Insurance Company or its employees.
18. That beginning May 1, 2007, and on the first day of each and
every month thereafter, Insurance Company agrees to pay to
Underwriter the sum of $10,000.00 (Ten Thousand Dollars) in
addition to any other sums required to be paid under the
Principal Underwriting Agreement heretofore executed; which said
payment shall be as additional compensation to Underwriter for
performing duties under the Principal Underwriting Agreement.
19. Underwriter agrees to indemnify the Insurance Company for any
losses to which Insurance Company may be subject if the losses
arise out of or result from negligent, improper, fraudulent or
unauthorized acts or omissions by Underwriter, its employees,
sales personnel, agents or principals, including but not limited
to improper solicitations of applications for Policies,
unauthorized use of sales materials or advertisements, or any
oral or written misrepresentations or unlawful sales practices.
20. (a) Except as provided by paragraph 20(b) through (e), this
Agreement may be terminated by either party hereto upon 180
days' written notice to the other party.
(b) This Agreement may be terminated immediately upon written
notice of one party to the other party hereto in the event
of bankruptcy or insolvency of the party to which notice is
given.
(c) This Agreement may be terminated immediately, at the option
of Insurance Company, in the event that formal
administrative proceedings are instituted against the
Underwriter by the NASD, SEC, any state Insurance
Commissioner or any other regulatory body regarding
Underwriter's duties under this Agreement or related to the
sale of Policies, and Insurance Company determines in its
sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse
effect upon the ability of the Underwriter to perform its
obligations under this Agreement.
(d) This Agreement may be terminated immediately, at the option
of Underwriter, in the event that any of the underlying
funds are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes
the use of such shares as the underlying investment media of
the Policies issued or to be issued by Insurance Company.
(e) This Agreement may be terminated immediately, at the option
of Underwriter, if the underlying fund(s) ceases to qualify
as a Regulated Investment Company under Subchapter M of the
Internal Revenue Code of 1954, as amended.
(f) This Agreement may be terminated, at the option of Insurance
Company, if (a) Insurance Company shall determine in its
sole judgment exercised in good faith that Underwriter has
suffered a material adverse change in its business or
financial condition or is subject to material adverse
publicity and such material adverse change
or material adverse publicity will have a material adverse
impact upon the business and operations of Insurance
Company, (b) Insurance Company shall notify Underwriter in
writing of such determination and its intent to terminate
this Agreement and (c) after considering the actions taken
by Underwriter and any other changes in circumstances since
the giving of such notice, such determination of Insurance
Company shall continue to apply on the sixtieth (60th) day
following the giving of such notice, which sixtieth day
shall be the effective day of termination.
(g) This Agreement may be terminated at any time upon the mutual
written consent of the parties hereto.
(h) The Underwriter shall not assign or delegate its
responsibilities under this Agreement without the written
consent of the Insurance Company.
(i) Upon termination of this Agreement, all authorizations,
right and obligations shall cease except the obligations to
settle accounts hereunder, including payments of premiums or
contributions subsequently received for Contracts in effect
at the time of termination or issued pursuant to
applications received by the Insurance Company prior to
termination.
21. This Agreement is subject to and its terms are to be interpreted
and construed in accordance with the provisions of the Investment
Company Act and the 1934 Act, and the rules, regulations, and
rulings thereunder and is subject to the provisions of the NASD
Rules of Fair Practice. Without limiting the generality of the
foregoing, the term "assigned" shall not include any transaction
exempted from section 15(b)(2) of the Investment Company Act.
The Underwriter shall submit to all regulatory and administrative
entities having jurisdiction over the operations of the Accounts,
present or future; and will provide any information, reports or
other material which any such entity by reason of this Agreement
may request or require pursuant to applicable laws or
regulations.
22. 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.
23. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Nebraska.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed, and seals to be affixed, as of the day and year
first above written.
AMERITAS INVESTMENT CORP.
Attest
By:
------------------------------ ----------------------------------------
Xxxxxx Xxxxxxxxx-Gear
President & Chief Executive Officer
AMERITAS LIFE INSURANCE CORP.
Attest
By:
------------------------------ ----------------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
Individual Distribution
PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made this 1st day of May, 2007, by and between
Ameritas Investment Corp., (hereinafter the "Underwriter") and Ameritas Life
Insurance Corp. hereinafter the "Insurance Company"), on its own behalf and on
behalf of Ameritas Variable Separate Account V and Ameritas Variable Separate
Account VL (hereinafter the "Accounts"), separate accounts of the Insurance
Company, as follows:
WHEREAS, the Accounts were established under authority of resolution of
the Insurance Company's Board of Directors on , 2007, in order to set aside and
invest assets attributable to certain variable life insurance contracts
(hereinafter "Contracts") issued by the Insurance Company;
WHEREAS, the Insurance Company has registered or will register the
Accounts as unit investment trusts under the Investment Company Act of 1940 (the
"Investment Company Act") and has registered or will register the Contracts
under the Securities Act of 1933 (the "1933 Act").
WHEREAS, the Insurance Company has filed or will file the Contracts for
approval by the state insurance departments in those jurisdictions where it is
authorized to transact business.
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"); and
WHEREAS, the Insurance Company and the Accounts desire to have
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. The Insurance Company 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 at its own expense, and otherwise
to perform all duties and functions which are necessary and
proper for the distribution of the Policies.
2. All premiums for Contracts shall be remitted promptly in full
together with such application, forms, and any other documents
required by the Insurance Company. Checks or money orders in
payment of premiums shall be drawn to the order of "Ameritas Life
Insurance Corp."
3. The Underwriter agrees to offer the Contracts for sale in
accordance with the prospectuses 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 prospectuses filed with the SEC or in
such sales literature as may be developed and authorized by the
Insurance Company in conjunction with the Underwriter.
4. The Underwriter shall be responsible for any filings of
advertisements or sales literature required to be made with the
NASD.
5. The Underwriter agrees to join Insurance Company, upon Insurance
Company's request and after independent review of such matters,
in any joint applications required to be filed with the SEC under
the 1934 Act, the 1933 Act and the Investment Company Act.
6. The Insurance Company shall be responsible for any filings of
advertising and sales literature required to be made with state
insurance regulators.
7. On behalf of the Accounts, the Insurance Company shall furnish
the Underwriter with copies of all prospectuses, financial
statements and other documents which the Underwriter reasonably
requests for use in connection with the distribution of the
Contracts.
8. Insurance Company represents to Underwriter that the prospectus
included in Insurance Company's Registration Statement,
post-effective amendments thereto and any supplements thereto, as
filed or to be filed with the SEC, as of their effective dates,
contain or will contain, all statements and information which are
required to be stated therein by the 1933 Act and in all respects
conform or will conform to the requirements thereof. Neither any
prospectus, nor any supplement thereof, includes or will include,
any untrue statement of a material fact, or omits or will omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading,
provided, however, that the foregoing representations shall not
apply to information contained in or omitted from any prospectus
or supplement in reliance upon, and in conformity with, written
information furnished to Insurance Company by Underwriter
specifically for use in the preparation thereof. The foregoing
representation also shall not apply to information contained in
or omitted from any prospectus or supplement of any underlying
mutual fund.
9. 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 duly registered or otherwise qualified under the
securities laws and insurance laws of any state or other
jurisdiction. The Underwriter shall be responsible itself, or
through contracts with others, including Insurance Company, for
carrying out its sales and underwriting obligations hereunder in
continued compliance with the NASD Rules of Fair Practice 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 person 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 the Insurance Company, and appropriately
licensed, registered or otherwise qualified to offer and
sell such Contracts under the federal securities laws and
any applicable securities laws and insurance laws of each
state or other jurisdiction in which such Contracts may be
lawfully sold, in which the Insurance Company is licensed to
sell the Contracts and in which such persons shall offer or
sell the Contracts; and
(b) training, supervising, and controlling all such persons for
purposes of complying
on a continuous basis with the NASD Rules of Fair Practice
and with federal and state securities law requirements
applicable in connection with the offer and sale of the
Contracts. Underwriter is responsible for all costs
associated with this undertaking. In connection with this
undertaking, 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.
10. The Underwriter is hereby authorized to enter into sales
agreements with other independent broker-dealers for the sale of
the Contracts. All such sales agreements entered into by 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 Rules of Fair
Practice 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 for the sale of the Contracts under the
Federal and state securities laws and the insurance laws of the
applicable states or jurisdictions in which such Contracts may be
lawfully sold.
11. The Insurance Company 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
the Insurance Company 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. The cost of
licensing for a designated person will be paid by the party
designating such person for licensing. The Insurance Company will
pay the cost of appointing all designated persons.
12. The Insurance Company and the Underwriter shall cause to be
maintained and preserved for the periods prescribed such
accounts, books, and other documents as are required of them by
the Investment Company Act of 1940, the 1934 Act, and any other
applicable laws and regulations. The books, accounts and records
of the Insurance Company, 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 Insurance Company shall maintain such books and
records of the Underwriter pertaining to the sale of the
Contracts and required by the 1934 Act as may be mutually agreed
upon from time to time by the Insurance Company and the
Underwriter; provided that such books and records shall be the
property of the Underwriter, and shall at all times be subject to
such reasonable periodic, special or other examination by the SEC
and all other regulatory bodies having jurisdiction. The
Insurance Company shall be responsible for sending all required
confirmations on customer transactions in compliance with
applicable regulations, as modified by any exemption or other
relief obtained by the Insurance Company. The Underwriter shall
cause the Insurance Company to be furnished with such reports as
the Insurance Company may reasonably request for the purpose of
meeting its reporting and recordkeeping requirements under the
insurance laws of the State of Nebraska and any other applicable
states or jurisdictions.
13. The Insurance Company shall have the responsibility for paying
(i) all commissions or other fees to associated persons of the
Underwriter which are due for the sale of the Contracts and (ii)
any compensation to other independent broker-dealers and their
associated persons due under the terms of any sales agreements
between the Underwriter, Insurance Company, and such
broker-dealers. Notwithstanding the preceding sentence, no
associated person or broker-dealer shall have an interest in any
deductions or other fees payable to the Underwriter pursuant to
the terms of this Agreement.
14. If Insurance Company is required to refund premiums or return
accumulation values and waive surrender charges on any Policy for
any reason; then no commission will be payable on such payments,
and previously paid commissions, to the extent they are refunded
by the Insurance Company, must be refunded by the Underwriter.
15. Fees payable to the Underwriter in connection with underwriting
the policies shall be payable in accordance with Schedule A,
which may be revised from time to time by written agreement of
the parties.
Fees payable to the Underwriter in connection with the sale of
the policies by its registered representatives shall be payable
in accordance with Schedule B, which may be revised from time to
time by written agreement of the parties.
In addition, the Insurance Company shall reimburse the
Underwriter for all reasonable and necessary costs and expenses
incurred by the Underwriter in furnishing the services,
materials, and supplies required by the terms of this Agreement.
The Underwriter agrees to obtain the prior written approval by
Insurance Company of any agreements it may pursue with third
party providers of such services, materials and supplies.
16. The Insurance Company and the Underwriter hereby agree to comply
with all applicable laws and regulations intended to prevent,
detect, and report money laundering and suspicious transactions
and will take all necessary and appropriate steps, consistent
with applicable regulations and generally accepted industry
practices, to (1) obtain, verify, and retain information with
regard to policyowner identification and source of funds, and (2)
to maintain records of all account transactions.
Each party to this Agreement also agrees (to the extent
consistent with applicable law) to take all steps necessary
and appropriate to provide requested information about
policyowners to any other party to this Agreement that shall
request such information due to an inquiry or investigation by
any law enforcement, regulatory or administrative authority.
To the extent permitted by applicable law and/or regulation,
each party to this Agreement shall notify all other parties to
this Agreement of any concerns that shall arise in connection
with any policyowner in the context of relevant anti-money
laundering legislation/regulations. Each party to this
Agreement shall hold harmless all other parties to this
Agreement for any actions that may arise for good faith
attempts to comply with all applicable laws, rules and/or
regulations of governmental agencies, law enforcement
organizations and/or Self Regulatory Organizations.
17. Insurance Company shall indemnify Underwriter for any losses to
which Underwriter may become subject, insofar as such losses
result from negligent, fraudulent or unauthorized acts or
omissions by Insurance Company or its employees.
18. That beginning May 1, 2007, and on the first day of each and
every month thereafter, Insurance Company agrees to pay to
Underwriter the sum of $10,000.00 (Ten Thousand Dollars) in
addition to any other sums required to be paid under the
Principal Underwriting Agreement heretofore executed; which said
payment shall be as additional compensation to Underwriter for
performing duties under the Principal Underwriting Agreement.
19. Underwriter agrees to indemnify the Insurance Company for any
losses to which Insurance Company may be subject if the losses
arise out of or result from negligent, improper, fraudulent or
unauthorized acts or omissions by Underwriter, its employees,
sales personnel, agents or principals, including but not limited
to improper solicitations of applications for Policies,
unauthorized use of sales materials or advertisements, or any
oral or written misrepresentations or unlawful sales practices.
20. (a) Except as provided by paragraph 20(b) through
(e), this Agreement may be terminated by either party hereto
upon 180 days' written notice to the other party.
(b) This Agreement maybe terminated immediately upon written
notice of one party to the other party hereto in the event
of bankruptcy or insolvency of the party to which notice is
given.
(c) This Agreement may be terminated immediately, at the option
of Insurance Company, in the event that formal
administrative proceedings are instituted against the
Underwriter by the NASD, SEC, any state Insurance
Commissioner or any other regulatory body regarding
Underwriter's duties under this Agreement or related to the
sale of Policies, and Insurance Company determines in its
sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse
effect upon the ability of the Underwriter to perform its
obligations under this Agreement.
(d) This Agreement may be terminated immediately, at the option
of Underwriter, in the event that any of the underlying
funds are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes
the use of such shares as the underlying investment media of
the Policies issued or to be issued by Insurance Company.
(e) This Agreement may be terminated immediately, at the option
of Underwriter, if the underlying fund(s) ceases to qualify
as a Regulated Investment Company under Subchapter M of the
Internal Revenue Code of 1954, as amended.
(f) This Agreement may be terminated, at the option of Insurance
Company, if (a) Insurance Company shall determine in its
sole judgment exercised in good faith that Underwriter has
suffered a material adverse change in its business or
financial condition or is subject to material adverse
publicity and such material
adverse change or material adverse publicity will have a
material adverse impact upon the business and operations of
Insurance Company, (b) Insurance Company shall notify
Underwriter in writing of such determination and its intent
to terminate this Agreement and (c) after considering the
actions taken by Underwriter and any other changes in
circumstances since the giving of such notice, such
determination of Insurance Company shall continue to apply
on the sixtieth (60th) day following the giving of such
notice, which sixtieth day shall be the effective day of
termination.
(g) This Agreement may be terminated at any time upon the mutual
written consent of the parties hereto.
(h) The Underwriter shall not assign or delegate its
responsibilities under this Agreement without the written
consent of the Insurance Company.
(i) Upon termination of this Agreement, all authorizations,
right and obligations shall cease except the obligations to
settle accounts hereunder, including payments of premiums or
contributions subsequently received for Contracts in effect
at the time of termination or issued pursuant to
applications received by the Insurance Company prior to
termination.
21. This Agreement is subject to and its terms are to be interpreted
and construed in accordance with the provisions of the Investment
Company Act and the 1934 Act, and the rules, regulations, and
rulings thereunder and is subject to the provisions of the NASD
Rules of Fair Practice. Without limiting the generality of the
foregoing, the term "assigned" shall not include any transaction
exempted from section 15(b)(2) of the Investment Company Act.
The Underwriter shall submit to all regulatory and administrative
entities having jurisdiction over the operations of the Accounts,
present or future; and will provide any information, reports or
other material which any such entity by reason of this Agreement
may request or require pursuant to applicable laws or
regulations.
22. 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.
23. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Nebraska.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed, and seals
to be affixed, as of the day and year first above written.
AMERITAS INVESTMENT CORP.
Attest
By:
---------------------------- -----------------------------------------
Xxxxxx Xxxxxxxxx-Gear
President Chief Executive Officer
AMERITAS LIFE INSURANCE CORP.
Attest
By:
---------------------------- ----------------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
Individual Distribution
