PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made this ___ day of __________, l985, 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 annuity contracts
(hereinafter "Contracts") issued by UC;
WHEREAS, UC has registered the Account as unit investment trusts 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 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. 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. Checks
or money orders 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 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. The Underwriter may be required to reimburse UC for the cost of
prospectuses used in connection with the sale of Contracts for which the
Underwriter shall receive compensation under paragraph l0 hereafter.
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 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 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 Rules of Fair Practice
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.
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 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 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 1940 Act and any other applicable laws and regulations. The books,
accounts and records of UC, 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 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.
l0. The Underwriter shall be compensated for its distribution services in
the amount of not more than ___% of all purchase payments accepted by UC on the
Contracts covered hereby. Any compensation paid to the Underwriter in
connection with a Contract must be returned to UC if the Contract
is tendered for redemption within 20 days after issuance of the Contract.
ll. 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.
12. (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.
13. 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.
14. 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.
15. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio.
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 INSURANCE COMPANY
Attest:
By: _____________________________________
CARILLON INVESTMENTS, INC.
Attest:
By: _____________________________________
