PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made this 24th day of September,
2004, by and between Carillon Investments, Inc. (hereinafter the
"Underwriter") and The Union Central Life Insurance Company
(hereinafter the "UC"), on its own behalf and on behalf of
Carillon Life Account (hereinafter the "Account"), a separate
account of the UC, as follows:
WHEREAS, the Account was established under authority of a
resolution of UC's Board of Directors on July 10, l995, in order
to set aside and invest assets attributable to certain variable
universal life insurance contracts (hereinafter "Contracts")
issued by UC;
WHEREAS, UC has registered the Account as a unit investment
trust under the Investment Company Act of l940 (the "1940 Act")
and has registered the Contracts under the Securities Act of
l933;
WHEREAS, the Underwriter is registered as a broker-dealer
with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of l934, as amended (the "1934 Act"), and
is a member of the National Association of Securities Dealers,
Inc. (the "NASD"); and
WHEREAS, UC has introduced a new variable universal life
insurance contract ("Excel Accumulator VUL") to replace the
existing contracts ("Excel Choice VUL" and "Excel Choice
Executive Edge VUL") during 2004, and UC 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, which terms hereby
supersede and replace the terms of the original Distribution
Agreement dated January 2, 1996;
NOW THEREFORE, the parties hereto agree as follows:
1. UC 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 remitted promptly in
full together with such application, forms and any other required
documentation to UC. Personal checks 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 registration statement therefor filed
with the Securities and Exchange Commission or in such sales
literature as may be authorized by UC.
4. On behalf of the Account, UC 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.
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 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 UC, 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 UC 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 persons 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 UC 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 UC 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 UC 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 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. UC 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 UC 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. UC 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 the 1934 Act, the 1940
Act and any other applicable laws and regulations. The books,
accounts and records of UC, the Account, 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 UC to be furnished
with such reports as UC 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, UC 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.
l0. 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) 7% 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
annuity contracts. Any compensation paid to the Underwriter in
connection with a Contract must be returned to UC if a Contract is
tendered for redemption during the "free look period" of the
Contracts.
11. UC 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 UC 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, Vice President Xxxxxx Xxxxxxx, Vice President
