EXHIBIT 3(b)
Form of Selling Agreement
SELLING AGREEMENT
This AGREEMENT is effective ___________ , 200___ , by and among Ameritas
Variable Life Insurance Company ("AVLlC"), Ameritas Life Insurance Corp.
("Ameritas"), Acacia Life Insurance Company ("Acacia"), The Union Central Life
Insurance Company ("Union Central") (AVLIC, Ameritas, Acacia and Union Central
are referred to as the "Insurance Company(ies)"); Ameritas Investment Corp.; and
____________________________("Broker-Dealer").
WHEREAS, the Insurance Companies issue certain individual variable and
traditional life insurance and annuity policies and group annuities
("Policies"), which Policies are filed as required in the jurisdictions where
they may be offered and which individual variable life and annuity Policies are
deemed securities under the Securities Act of 1933 as Amended ("1933 Act"); and
WHEREAS, Ameritas Investment Corp. is duly licensed as a broker-dealer with the
NASD and the Securities and Exchange Commission ("SEC") and,
WHEREAS, Broker-Dealer is duly licensed as a broker-dealer with the NASD and the
SEC, and
WHEREAS, AVLIC, Ameritas and Union Central each have appointed Ameritas
Investment Corp. as the Principal Underwriter of the individual variable life
insurance and variable annuity Policies each offers, and
WHEREAS, the Insurance Companies propose to have Broker-Dealer's registered
representatives ("Representative(s)") who are also duly licensed insurance
agents solicit sales of the Policies, and WHEREAS, Ameritas Investment Corp.
delegates to Broker-Dealer, to the extent legally permitted, training and
certain administrative responsibilities and duties,
NOW, THEREFORE, in consideration of the premises and mutual promises contained
herein, the parties hereto agree as follows:
A. APPOINTMENT
The Insurance Companies and Ameritas Investment Corp. hereby appoint
Broker-Dealer to supervise solicitations of the Policies, and to facilitate
solicitations of sales of the Policies described in Exhibit A, which is attached
hereto and incorporated by reference.
B. REPRESENTATIONS
1. The Insurance Companies, Ameritas Investment Corp., and Broker-Dealer each
represents to the others that it and the undersigned officers have full power
and authority to enter into this Agreement.
2. Ameritas Investment Corp. represents that it is (a) registered as a
broker-dealer under the Securities Exchange Act of 1934 as Amended ("1934 Act"),
(b) licensed under the Blue Sky Laws and state insurance laws of each
jurisdiction in which such registration is required for the sale of the variable
Policies, and (c) a member in good standing of the NASD.
3. Broker-Dealer represents that it is (a) registered as a broker-dealer under
the 1934 Act, (b) licensed under the Blue Sky Laws of each jurisdiction in which
it conducts business and such registration is required for the sale of the
Policies, and (c) a member in good standing of the NASD.
4. AVLIC, Ameritas and Acacia each represents that it is licensed to issue
insurance in 49 states (all states except New York) and in the District of
Columbia; Union Central represents that it is licensed to issue insurance in all
50 states and the District of Columbia.
5. Each Insurance Company represents that the Policies it issues have been filed
and approved by the insurance department or other appropriate regulatory agency
in each jurisdiction where the Policies are offered. A list of Policies and
jurisdictions where they may be sold will be provided to the Broker-Dealer.
6. AVLIC, Ameritas and Union Central each has appointed Ameritas Investment
Corp. as the Principal Underwriter for the variable life and annuity Policies it
issues.
7. AVLIC, Ameritas and Union Central each represents that for the variable life
and variable annuity Policies it issues the registration statements and
prospectuses, including post-effective amendments and any supplements filed with
the SEC, as of their respective effective dates, will contain all statements and
information required and will conform to the requirements of the 1933 Act and
the rules and regulations under the 1933 Act. No prospectus or supplement will
include an untrue statement of a material fact or omit a required material fact
necessary to make the statements not misleading. The separate accounts for the
variable Policies comply with the Investment Company Act of 1940 as Amended.
However, these representations shall not apply to written information furnished
to the Insurance Companies by Broker-Dealer specifically for use in a prospectus
or supplement, nor shall they apply to information contained in or omitted from
any prospectus or supplement of any underlying investment fund.
C. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE SECURITIES
AND STATE INSURANCE LAWS
Ameritas Investment Corp. and Broker-Dealer each agrees to abide by all rules
and regulations of the NASD, including its Rules of Fair Practice, and to comply
with all applicable state and federal laws and the rules and regulations of
authorized regulatory agencies affecting the sale of the Policies.
D. LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES AND AGENTS
Broker-Dealer shall assist the Insurance Companies and Ameritas Investment Corp.
in the licensing and/or appointment of Agents and Representatives under
applicable insurance and securities laws and regulations. The Insurance
Companies reserve the right to refuse to appoint and may terminate any Agent or
Representative.
Broker-Dealer shall submit licensing/appointment papers to the Insurance
Companies for all Agent and Representative applicants. Further, Broker-Dealer
certifies and represents that it will fulfill all the following requirements in
conjunction with the submission of licensing/appointment papers for all such
applicants, and will, upon request, forward proof of compliance to the Insurance
Companies and/or Ameritas Investment Corp. in a timely manner.
1. Broker-Dealer has made a thorough and diligent inquiry and investigation
relative to each applicant's identity, residence and business reputation and
declares that each applicant is known to the Broker-Dealer, has been examined by
it, is known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of a securities and a life
insurance license. By submitting an applicant's papers for appointment,
Broker-Dealer represents that the individual is trustworthy, competent and
qualified to act as an Agent and/or Representative for the Insurance Companies
and maintain good faith with the general public. The Broker-Dealer vouches for
each applicant.
2. Broker-Dealer has on file all forms required by the NASD, state insurance,
and securities licensing authorities, which forms have been completed by each
applicant. Broker-Dealer has fulfilled all the necessary investigative
requirements for the registration of each applicant as a registered
representative through the Broker-Dealer, and each applicant is presently
registered as an NASD registered representative and licensed with applicable
state licensing authorities. The above information in the Broker-Dealer files
indicates no fact or condition which would disqualify the applicant from
receiving or maintaining a securities or life insurance license and all the
findings of all investigative information are favorable.
3. Broker-Dealer certifies that all educational requirements have been met for
all states for which an applicant is requesting a securities or life insurance
license, and that all applicants have fulfilled the appropriate examination,
education and training requirements.
4. lf the applicant is required to submit their picture, fingerprints,
signature, and/or securities registration in the state in which they are
applying for a securities or life insurance license, Broker-Dealer certifies
that those items forwarded to the Insurance Companies or Ameritas Investment
Corp. are those of the applicant and that the securities registration is a true
copy of the original.
5. Broker-Dealer represents that, to the best of its knowledge, the applicant is
not applying for a securities or life insurance license with the Insurance
Companies in order to obtain Policies chiefly and solely for the applicant
and/or the applicant's relatives.
6. Broker-Dealer will not permit any applicant to act as a life insurance agent
until duly licensed and appointed. No applicants have been given a contract or
furnished supplies, nor have any applicants been permitted to write, solicit
business, or act as an agent in any capacity, and they will not be permitted to
do so until they have met the licensing and appointment requirements of relevant
states' laws.
7. Broker-Dealer certifies that each agent will receive close and adequate
supervision in connection with the sale of Policies issued by the Insurance
Companies. The Broker-Dealer will make inspections when needed of any or all
risks written by its agents, to properly protect the insurance interests of the
public.
E. SUPERVISION OF REGISTERED REPRESENTATIVES
Broker-Dealer shall have full responsibility for the training and supervision of
all Representatives associated with Broker-Dealer who are engaged directly or
indirectly in the offer or sale of the Policies, and all such persons shall be
subject to the control of Broker-Dealer with respect to such persons' activities
in connection with the sale of the Policies. Broker-Dealer shall comply with the
Insurance Companies' administrative procedures involving federal securities laws
and state insurance laws. Before Representatives engage in the solicitation of
applications for the Policies, the Broker-Dealer will cause the Representatives
(1) to be trained in the sale of the Policies; (2) to qualify
under applicable federal and state laws to engage in the sale of the Policies;
(3) to be registered representatives of Broker-Dealer; and (4) to limit
solicitation of applications for the Policies to jurisdictions where the
Insurance Companies have authorized such solicitation. Broker-Dealer shall cause
such Representatives' qualifications to be certified to the satisfaction of
Ameritas Investment Corp. or the Insurance Company and shall notify Ameritas
Investment Corp. if a Representative ceases to be a registered representative of
Broker-Dealer. Broker-Dealer shall also cause all sales of the Policies to be
reviewed for suitability as provided for in the NASD rules. Broker-Dealer is
specifically responsible for supervising and reviewing Representatives' use of
sales literature and advertising and all other communications with the public in
connection with the Policies. Upon request by Ameritas Investment Corp.,
Broker-Dealer shall furnish appropriate records or other documentation as
evidence of Broker-Dealer's diligent supervision.
F. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE
In the event a Representative fails or refuses to submit to Broker-Dealer's
supervision or otherwise fails to meet the rules and standards imposed by
Broker-Dealer on its Representatives, Broker-Dealer shall immediately notify
Ameritas Investment Corp. of such fact and inform the Representative that he or
she is no longer authorized to sell the Policies. Broker-Dealer shall take any
additional action necessary to terminate the former Representative's activities
relating to the Policies.
G. POLICY FORMS, PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker-Dealer shall be provided, at no expense to Broker-Dealer, with the
following materials for products its Agents and Representatives will solicit:
(1) Policy forms; (2) variable product prospectuses, any post-effective
amendments and supplements, and prospectuses, post-effective amendments and
supplements for the underlying investment funds; and (3) such other materials
that the Insurance Companies and Ameritas Investment Corp. determine to be
necessary or desirable to properly solicit sales of the Policies. No sales
promotion materials or advertising relating to the Policies shall be used by
Broker-Dealer unless the specific item has been approved in writing by the
respective Insurance Company or Ameritas Investment Corp. No representations in
connection with the sales of the Policies, other than those contained in the
Policy form, prospectus, sales promotion materials or advertising applicable to
the Policies which have been pre-approved in writing by the respective Insurance
Company or Ameritas Investment Corp., shall be made by the Broker-Dealer or its
Agents and Representatives.
H. SECURING APPLICATIONS
All applications for Policies shall be made on application forms supplied by the
Insurance Companies. Broker-Dealer will review all sales for suitability and all
applications for completeness and correctness as to form. Broker-Dealer will not
facilitate disruptive trading practices, including frequent or excessive market
timing activity, and will not accept applications from individuals or entities
known to the Broker-Dealer as having a history or intention of participating in
such activities. Broker-Dealer will cause all complete and correct applications
for suitable transactions to be promptly forwarded to the applicable Insurance
Companies, together with any payments received with the applications, without
deduction for compensation. The Insurance Companies reserve the right to reject
any Policy application and return any payment made in connection with an
application that is rejected. Policies issued on applications accepted by the
Insurance Companies will be forwarded to the owner of the Policy ("Policyowner")
in accordance with the administrative procedures of the respective Insurance
Company.
I. PAYMENTS RECEIVED BY BROKER-DEALER
Broker-Dealer is not authorized to accept any premium payments ("Payments")
except initial Policy premiums. All Payments are the property of the respective
Insurance Company. Broker-Dealer shall immediately remit all Payments to the
Insurance Company, without any deduction or offset for any reason, including by
example but not limitation, any deduction or offset for compensation claimed by
Broker-Dealer. All Policyowner checks should be made payable directly to the
Insurance Company issuing the Policy. The Insurance Companies will not accept
Payments in the form of checks drawn on Broker-Dealer or Agent or Representative
accounts.
J. COMMISSIONS PAYABLE
Commissions payable in connection with the policies shall be paid to the
Broker-Dealer or, at the request and with the permission of the Broker-Dealer,
in the states listed on Schedule E, to the Broker-Dealer or to a Compensation
Administrator on behalf of the Broker-Dealer's Representative. Broker-Dealer's
request and permission must be in writing. In those instances where the
Broker-Dealer or a Compensation Administrator receives commissions on behalf of
the Representative or shares commissions with the Representative, the
Broker-Dealer will remain
responsible for record-keeping, training, state licensing, and supervising the
Representative's activities for compliance with federal and state securities
laws, state insurance laws, and NASD Rules. Commissions will be paid as a
percentage of payments received in cash or other legal tender and accepted by
the Insurance Companies on applications obtained by the Agent or Representatives
of the Broker-Dealer. Upon termination of this Agreement, all compensation to
the Broker-Dealer hereunder shall cease; however, Broker-Dealer shall continue
to be liable for any charge-backs pursuant to Sections M and N of this Agreement
or for any other amounts advanced by or otherwise due Ameritas Investment Corp.
or the Insurance Companies. The Insurance Companies reserve the right to pay
reduced commissions if a new Policy is issued and an existing Policy on the same
life is terminated or lapses (1) within six months prior to the date of the
application for the new Policy; or (2) within twelve months after the issue date
of the new Policy.
K. TIME OF PAYMENT
Ameritas Investment Corp. or the respective Insurance Company shall pay any
compensation due Broker-Dealer in a timely manner.
L. CHANGE OF COMMISSION SCHEDULE
The Insurance Companies may, with prior written notice to Broker-Dealer, change
the Commission Schedules. Any such change shall be by written amendment of the
particular schedule or schedules and shall apply to compensation due on
applications received by the Insurance Companies on or after the effective date
of such change.
M. FINANCIAL PLANNING OR OTHER FEES
Neither Broker-Dealer nor any Representative associated with Broker-Dealer may
accept from any individual or entity any share of financial planning or other
fee income, either directly or indirectly derived from the sale of Policies sold
pursuant to this Agreement, unless permitted to do so by federal law and state
law where the Broker-Dealer or Representative(s) is/are licensed to do business.
It shall be the sole responsibility of Broker-Dealer to ensure that all
Representatives associated with Broker-Dealer do not accept such income. If
federal and state laws where the Broker-Dealer or Representative(s) is/are
licensed to do business permit an insurance agent to accept commission payments
and financial planning or other fee income from the sale of a Policy it shall be
the sole responsibility of Broker-Dealer, before accepting such a fee or
permitting an Agent or Representative to accept such fees, to ensure that
Broker-Dealer and the Agent or Representative secure any and all licenses
necessary to charge fees as may be required by federal law, by the laws of the
state(s) in which Broker-Dealer and Agent or Representative are licensed to
solicit insurance, and by Ameritas Investment Corp. and/or the Insurance
Companies.
N. CANCELLATION OF POLICY
If an Insurance Company is required to refund premiums or return accumulation
values and waive surrender charges on any Policy for any reason no commission
will be payable with respect to said Payments and the Broker-Dealer must return
any commission previously paid for said Payments to the Insurance Company or
Ameritas Investment Corp. If an Insurance Company is required to pay a death
benefit on an annuity Policy (the greater of the premiums paid or the
accumulation value to the Policy beneficiary without surrender or withdrawal
charges) within one year of the Policy date and the death was not accidental,
the Insurance Company or Ameritas Investment Corp. may, in its sole discretion,
require refund of the commission paid. Ameritas Investment Corp. agrees to
notify Broker-Dealer within thirty (30) days after it receives notice from the
Insurance Company of any premium refund or a commission charge-back. Any refund
of commission which Broker-Dealer must make under this Section shall be netted
(charged back) against Broker-Dealer's next month's commissions. Broker-Dealer
shall be liable to the respective Insurance Company for any commission refund in
excess of commissions payable to Broker-Dealer.
O. CONFIRMATIONS
Upon or prior to completion of each transaction for which the issuance of a
confirmation is legally required, a confirmation reflecting the fact of the
transaction and those items required under SEC Rule 10b-10 will be promptly
forwarded to the Policyowner by the Insurance Company on Ameritas Investment
Corp.'s behalf. A copy of such confirmations will be made available to
Broker-Dealer upon request.
P. REPLACEMENTS OR ROLLOVERS
Broker-Dealer expressly agrees that neither it nor its agents will engage in any
course of conduct to replace policies issued by the Insurance Companies or
recommend or cause the surrenders of cash values of the Policies sold under this
Agreement to purchase or exchange for insurance policies or contracts issued by
other insurance companies.
Q. LIMITATIONS
No party other than the Insurance Company which issues the Policy shall have the
authority to make, alter, or discharge any Policy, to waive any forfeiture or to
grant, permit, or to extend the time of making any Payments, or to alter the
forms which the Insurance Company prescribes, or substitute other forms in place
of those prescribed, or to enter into any proceeding in a court of law or before
a regulatory agency in the name of or on behalf of the Insurance Company.
R. BOOKS AND RECORDS
The Insurance Companies, Ameritas Investment Corp., and Broker-Dealer agree to
maintain the books, accounts and records so as to clearly and accurately
disclose the nature and details of transactions and to assist each other in the
timely preparation of records. Ameritas Investment Corp. and Broker-Dealer shall
each submit such records to the regulatory and administrative authorities which
have jurisdiction over the Insurance Companies or the underlying investment fund
shares. Each party to this Agreement shall promptly furnish to the other
party(ies) any reports and information which the other party(ies) may request
for the purpose of meeting its reporting and record-keeping requirements under
(1) the insurance laws of any state, (2) federal and state securities laws, or
(3) NASD rules.
S. NOTIFICATION OF DISCIPLINARY PROCEEDINGS
Broker-Dealer agrees to notify Ameritas Investment Corp. and the Insurance
Companies in a timely fashion of any disciplinary proceedings against Broker
Dealer or any of Broker-Dealer's Agents or Representatives who solicit sales of
the Policies. Broker-Dealer also shall notify Ameritas Investment Corp. and the
Insurance Companies of any threatened or filed arbitration action or civil
litigation arising out of Broker-Dealer's solicitation of the Policies.
T. PRIVACY
The Insurance Companies, Ameritas Investment Corp. and Broker-Dealer
respectively agree that all Nonpublic Personal Information obtained in the
performance of duties and obligations under the Agreement shall be held in the
strictest confidence and will not be used for any other purpose except to
perform duties under the Agreement. Such information shall not be disclosed to
any third party without the express written consent of the affected individual
or as may be required by any regulatory authority or court of competent
jurisdiction. Each party will establish procedures to protect the security and
confidentiality of such information and agrees to abide by those procedures.
Nonpublic Personal Information shall mean any financial or health information
furnished to any party to this Agreement, its associates, and representatives in
the performance of duties or obligations under this Agreement.
U. ANTI-MONEY LAUNDERING PROCEDURES
Each party to this Agreement hereby agrees to comply with all applicable laws,
regulations, and policies aimed at preventing, detecting, and reporting 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
investor and/or account owner 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 investors and/or accounts 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 Policyholder 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 from
good faith attempts to comply with all applicable anti-money laundering laws,
rules and regulations of governmental agencies, law enforcement organizations
and self regulatory organizations.
V. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
1. The Insurance Companies will indemnify and hold Broker-Dealer harmless from
any and all losses, claims, damages or liabilities (or actions in respect
thereof), to which Broker-Dealer may become subject, insofar as such losses,
claims, damages or liabilities arise out of or are based upon any untrue
statement of any material fact contained in the prospectus or the Insurance
Companies' prepared sales or advertising material for any of the Policies or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state a material fact required to be stated therein or
necessary to make the statements not misleading; and will provide Broker-Dealer
with appropriate legal representation in connection with investigating or
defending against such loss, claim, damage, or liability, provided, however,
that the Insurance Companies shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or omission or alleged omission made in reliance upon and in
conformity with information furnished by Broker-Dealer. The Insurance Companies
shall not indemnify Broker-Dealer for any action where an applicant for any of
the Policies was not given, at or prior to written confirmation of the sale of
the Policies, a copy of the appropriate prospectus together with the related
investment fund prospectuses, statements of additional information if requested,
and any supplements or amendments, as furnished to Broker-Dealer by the
Insurance Companies. The foregoing indemnities shall, upon the same terms and
conditions, extend to each director and officer of Broker-Dealer and any person
controlling the Broker-Dealer. 2. The Insurance Companies and Ameritas
Investment Corp. shall indemnify and hold harmless Broker-Dealer against any
losses, claims, damages or liabilities (or actions in respect thereof), to which
Broker-Dealer may become subject, insofar as such losses, claims, damages or
liabilities result from negligent, fraudulent or unauthorized acts or omissions
by The Insurance Companies and/or Ameritas Investment Corp. or their employees
are based upon (a) breach of the terms of this Agreement or (b) violation of any
federal or state law or regulation applicable to this Agreement. The foregoing
indemnities shall, upon the same terms and conditions, extend to each director
and officer of Broker-Dealer and any person controlling the Broker-Dealer.
3. Broker-Dealer shall indemnify and hold harmless Ameritas Investment Corp. and
the Insurance Companies from any and all losses, claims, damages or liabilities
(or actions in respect thereof) to which Ameritas Investment Corp. and/or the
Insurance Companies may be subject, insofar as such losses, claims, damages or
liabilities arise out of or result from negligent, improper, fraudulent or
unauthorized acts or omissions by Broker-Dealer, its employees or sales
personnel or principals, including but not limited to those based upon (a)
breach of the terms of this Agreement, (b) violation of any federal or state law
or regulation applicable to this Agreement, (c) improper solicitations of
applications for the Policies, or (d) any unauthorized use of sales materials or
advertisements or any oral or written misrepresentations or any unlawful sales
practices concerning the Policies or underlying fund shares, by Broker-Dealer.
The foregoing indemnities shall, upon the same terms and conditions, extend to
each director, officer, and associate of Ameritas Investment Corp. and the
Insurance Companies and any person controlling Ameritas Investment Corp. or the
Insurance Companies. The foregoing indemnities shall not extend to losses,
claims, damages or liabilities arising out of death claims related to the
mortality risks of the Policies.
4. If an indemnifiable party ("indemnitee") receives notice of the commencement
of any action, such indemnitee shall, if a claim is to be made against the
indemnifying party ("indemnitor"), promptly notify the indemnitor in writing of
the commencement of such action; but the omission to so notify an indemnitor
shall not relieve the indemnitor of any liability which it may otherwise have to
any indemnitee. The indemnitor shall be entitled to assume the defense of the
claim. After the indemnitor notifies the indemnitee that the indemnitor elects
to assume the defense of the action, and with selection of counsel satisfactory
to the indemnitee, the indemnitor shall not be liable to the indemnitee for any
legal or other expense subsequently incurred by the indemnitee in connection
with the defense thereof, other than reasonable costs of investigation.
W. NET REMIT PROGRAM
1. Prerequisites. This program is only available on Variable Annuity sales for
carrying or clearing Broker-Dealers. Broker-Dealers must have specific written
authorization from the customer to hold customer funds in brokerage accounts.
They must also have the customer's authorization to forward amounts due the
Insurance Company from the funds in the brokerage accounts. Broker-Dealers
participating in this program represent that they meet the prerequisites by
having the necessary written customer authorizations, and agree to adhere to the
terms of Part 2 of this Section W. The Insurance Company(ies) authorizes
Broker-Dealer to take part in the Net Remit Program based upon these
representations.
2. The Program. Broker-Dealers participating in the Net Remit Program must
always identify both the gross and net amounts on each payment forwarded to the
Insurance Company. Payments received without such designations will be applied
as gross payments with commissions to be paid. All payments received by the
Broker-Dealer are the property of the Insurance Company and must be transmitted
immediately in accordance with the administrative procedures of the Insurance
Company, subject only to the deduction by Broker-Dealer of the appropriate
commission from such payments.
X. TERMINATION This Agreement may be terminated:
1. At the option of any party upon fifteen (15) days' written notice to the
other parties.
2. At the option of Ameritas Investment Corp., in the event that formal
administrative proceedings are instituted against the Broker-Dealer by the NASD,
SEC, any state Insurance Commissioner or any other regulatory body, and Ameritas
Investment Corp., in its sole judgment exercised in good faith, determines that
any such administrative proceedings will have a material adverse effect upon the
ability of the Broker-Dealer to perform its obligations under this Agreement.
3. At the option of Broker-Dealer 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 the Insurance
Companies. 4. At the option of Broker-Dealer 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.
5. At their option, if an Insurance Company or Ameritas Investment Corp. shall
determine, in their sole judgment exercised in good faith, that Broker-Dealer
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 either the Insurance Company(ies) or Ameritas Investment Corp.
The Insurance Company or Ameritas Investment Corp. shall notify Broker-Dealer in
writing of such determination and their intent to terminate this Agreement.
After considering the actions taken by Broker-Dealer and any other changes in
circumstances since the giving of such notice, the effective day of termination
shall be the sixtieth (60th) day following the giving of such notice. 6. At the
option of any party hereto upon the breach by any party of the covenants and
terms of this Agreement.
Y. INDEPENDENT CONTRACTORS
Broker-Dealer and its Agents and Representatives are independent contractors
with respect to the Insurance Companies and Ameritas Investment Corp.
Z. AMENDMENTS
No amendment to this Agreement will be effective unless it is in writing and
signed by all parties to the Agreement.
AA. NON-ASSIGNABLE
This Agreement may not be assigned by any party except by mutual consent.
BB. NO WAIVER
Failure of a party to terminate this Agreement for any cause set forth in this
Agreement will not constitute a waiver of the right to terminate this Agreement
at a later time for any cause.
CC. SEVERABLE
Should any provision of this Agreement be held unenforceable, those provisions
not affected by the determination of unenforceability shall remain in full force
and effect.
DD. GOVERNING LAW
This Agreement will be construed in accordance with the laws of the State of
Nebraska.
The Parties have caused this Agreement to be executed by the following
authorized individuals for the purposes expressed herein.
Ameritas Variable Life Insurance Company
By:
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Ameritas Life Insurance Corp.
By:
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Acacia Life Insurance Company
By:
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Print Name and Title:
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The Union Central Life Insurance Company
By:
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Print Name and Title:
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Ameritas Investment Corp.
By:
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Print Name and Title:
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Broker-Dealer:
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Tax Identification Number:
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By:
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Print Name:
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Address:
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Telephone: Fax:
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