EXHIBIT (i)(2)
AMENDED AND RESTATED
ASSET ALLOCATION
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement made this 1st day of January, 2011, by and
between Ameritas Investment Corp. ("AIC"), Ameritas Life Insurance Corp.
("Ameritas Life"), and The Union Central Life Insurance Company ("Union Central
Life") as follows:
WHEREAS, Ameritas Life and Union Central Life have authority to issue
variable life insurance and variable annuity contracts; and
WHEREAS, contract owner information with respect to variable annuities and
variable life insurance policies ("Policies") issued by Ameritas Life and Union
Central Life is maintained on Ameritas Life's and Union Central Life's
administrative systems; and
WHEREAS, AIC has agreed to act solely in the capacity of Registered
Investment Adviser to Ameritas Life and Union Central Life Policyowners for the
purpose of providing asset allocation models to those Policyowners that elect to
participate in the Asset Allocation Program (the "Program") made available by
Ameritas Life and Union Central Life; and
WHEREAS, pursuant to Asset Allocation Service Agreements, dated July 15,
2005, with Ameritas Life, and dated May 1, 2007, with Union Central Life, AIC
has served as the investment adviser for asset allocation programs offered by
Ameritas Life and Union Central Life for Policies; and
WHEREAS, as a Registered Investment Adviser, AIC is obligated to perform
certain functions, maintain certain records, and provide reports to advisory
clients as set forth under the Investment Advisers Act of 1940.
NOW, THEREFORE, parties hereto agree that all previous asset allocation
agreements between the Parties, including those specifically identified above,
are collectively replaced and superseded by this Agreement as of the effective
date of this Agreement, and further agree as follows:
1. Ameritas Life and Union Central Life shall be responsible for
automatic reallocation of Policyowners' account value (and subsequent
premium payments, if applicable) in accordance with initial
instructions from Policyowners and any changes made to the asset
allocation models.
2. Ameritas Life and Union Central Life shall send written notices of
the updated models at least thirty (30) days in advance of the date
that AIC intends the updated version of the models to be effective.
3. Ameritas Life and Union Central Life shall also be responsible for
sending to Policyowners quarterly statements as required under the
Investment Advisers Act of 1940.
4. AIC will serve as the investment adviser for the Program solely for
purposes of development of the models and periodic updates to the
models and shall have no discretionary authority to execute any other
transfers for any Policy.
5. Ameritas Life, Union Central Life, and AIC 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
Advisers Act of 1940, and any other applicable laws and regulations.
The books, accounts, and records of Ameritas Life, Union Central Life,
and AIC, as to all transactions hereunder, shall be maintained so as
to disclose clearly and
accurately the nature and details of the transactions. Ameritas Life
and Union Central Life shall maintain such books and records of AIC
pertaining to the Investment Adviser relationship of AIC to contract
owners as required by the Investment Advisers Act of 1940, and as may
be mutually agreed upon from time to time by Ameritas Life, Union
Central Life, and AIC; provided that such books and records shall be
the property of AIC, and shall at all times be subject to such
reasonable, special or other examination by the Securities and
Exchange Commission ("SEC") and all other regulatory bodies having
jurisdiction.
6. Ameritas Life and Union Central Life shall indemnify AIC for any
losses to which AIC may become subject, insofar as such losses result
from negligent, fraudulent or unauthorized acts or omissions by
Ameritas Life, Union Central Life or their employees.
7. AIC agrees to indemnify Ameritas Life or Union Central Life for any
losses to which Ameritas Life or Union Central Life may become subject
if the losses arise out of or result from negligent, fraudulent or
unauthorized acts of omissions by AIC or its employees.
8. This Agreement may be terminated by any party hereto upon one hundred
eighty (180) days written notice to the other parties.
a. This Agreement may be terminated immediately upon written notice
of one party to another hereto in the event of bankruptcy or
insolvency of the party to which notice is given.
b. This Agreement may be terminated immediately at the option of
Ameritas Life or Union Central Life, in the event that formal
administrative proceedings are instituted against AIC by the SEC,
FINRA or any state insurance regulator regarding AIC's duties
under this Agreement.
c. This Agreement may be terminated at the option of Ameritas Life
or Union Central Life, if Ameritas Life or Union Central Life
shall determine in its sole judgment exercised in good faith that
AIC 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 material adverse impact upon business operations of
Ameritas Life or Union Central Life.
9. This Agreement is subject to and its terms are to be interpreted and
construed in accordance with the provisions of the Investment Advisers
Act of 1940, and the rules, regulations, and rulings thereunder and is
subject to the provisions of the NASD Conduct Rules.
AIC 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.
10. 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.
11. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Nebraska.
{Signature page to follow}
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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 written above.
AMERITAS INVESTMENT CORP.
Attest:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇-Gear
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇-Gear
President & Chief Executive Officer
AMERITAS LIFE INSURANCE CORP.
Attest:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President & Chief Executive Officer
THE UNION CENTRAL LIFE INSURANCE COMPANY
Attest:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
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