PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made as of this 24th day of September,
2004, by and between Carillon Investments, Inc. (hereinafter the
"Underwriter" and The Union Central Life Insurance Company
(hereinafter the "UCL"), on its own behalf and on behalf of
Carillon 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 9, 1984, in order
to set aside and invest assets attributable to certain variable
annuity 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");
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 certain flexible premium
deferred variable annuity contracts with respect to the Account,
which will be marketed as Advantage VA III ("Contracts"); and
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 all 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 Contracts; 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 broker-dealers 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 as follows: (i) 100% of
all sales compensation expenses incurred by the Underwriter
(including, but not limited to, associated person commissions,
compensation paid to independent broker-dealers, manager
overrides, persistency compensation, bonuses, and any applicable
payroll taxes); plus (ii) .25% of associated person commissions
and compensation paid to independent broker-dealers; plus (iii)
an amount not to exceed $175,000 per calendar year negotiated
between UC 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 UC'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 60 days written notice to the other 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(b)(2) of the 1940 Act.
The Underwriter 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 UC agree, in accordance with
Regulation S-P and the Xxxxx-Xxxxx-Xxxxxx 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 CARILLON INVESTMENTS, INC.
INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx,
Vice President Vice President
