PRINCIPAL UNDERWRITING AGREEMENT
UNDERWRITING AGREEMENT made this 1st day of November, 1995, by and
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between Ameritas Investment Corp., (hereinafter the "Underwriter") and Ameritas
Life Insurance Corp. hereinafter the "Insurance Company"), on its own behalf and
on behalf of Ameritas Life Insurance Corp. Separate Account LLVL (hereinafter
the "Account"), separate account of the Insurance Company, as follows:
WHEREAS, the Account was established under authority of resolution of
the Insurance Company's Board of Directors on August 24, 1994, in order to set
aside and invest assets attributable to certain flexible premium variable
universal life contracts (hereinafter "Contracts") issued by the Insurance
Company;
WHEREAS, the Insurance Company has registered or will register the
Account as a unit investment trust under the Investment Company Act of 1940 (the
"Investment Company Act") and has registered or will register the Contracts
under the Securities Act of 1933;
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"); and
WHEREAS, the Insurance Company and the Account desire to have 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. The Insurance Company 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 at its own expense, and
otherwise to perform all duties and functions which are
necessary and proper for the distribution of the Policies.
2. All premiums for Contracts shall be remitted promptly in full
together with such application, forms, and any other required
documentation to the Insurance Company. Checks or money orders
in payment of premiums shall be drawn to the order of
"Ameritas Life Insurance Corp.".
3. The Underwriter agrees to offer the Contracts for sale in
accordance with the prospectuses 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 prospectuses filed with the
Securities and Exchange Commission or in such sales literature
as may be developed and authorized by the Insurance Company in
conjunction with the Underwriter.
4. On behalf of the Account, the Insurance Company 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.
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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 duly registered or otherwise qualified
under the securities laws and insurance 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 the Insurance Company,
and appropriately licensed, registered or otherwise
qualified to offer and sell such Contracts under the
federal securities laws and any applicable securities
laws and insurance laws of each state or other
jurisdiction in which such Contracts may be lawfully
sold, in which the Insurance Company is licensed to
sell the Contracts and in which such persons shall
offer or sell the Contracts; and
(b) training, supervising, and controlling 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 offer 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 is hereby authorized to enter into sales
agreements with other independent broker-dealers for the sale
of the Contracts. All such sales agreements entered into by
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 Federal and state securities laws
and the insurance laws of the applicable states or
jurisdictions in which such Contracts may be lawfully sold.
7. The Insurance Company 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 the Insurance Company 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.
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8. The Insurance Company and the Underwriter 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 Company Act of 1940, the 1934 Act, and
any other applicable laws and regulations. The books, accounts
and records of the Insurance Company, 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 Insurance Company shall
maintain such books and records of the Underwriter pertaining
to the sale of the Contracts and required by the 1934 Act as
may be mutually agreed upon from time to time by the Insurance
Company and the Underwriter; provided that such books and
records shall be the property of the Underwriter, and shall at
all times be subject to such reasonable periodic, special or
other examination by the SEC and all other regulatory bodies
having jurisdiction. The Insurance Company shall be
responsible for sending all required confirmations on customer
transactions in compliance with applicable regulations, as
modified by any exemption or other relief obtained by the
Insurance Company. The Underwriter shall cause the Insurance
Company to be furnished with such reports as the Insurance
Company may reasonably request for the purpose of meeting its
reporting and recordkeeping requirements under the insurance
laws of the State of Nebraska and any other applicable states
or jurisdictions.
9. The Insurance Company shall have the responsibility for paying
(i) all commissions or other fees to associated persons of the
Underwriter which are due for the sale of the Contracts and
(ii) any compensation to other independent broker-dealers and
their associated persons due under the terms of any sales
agreements between the Underwriter and such broker-dealers.
Notwithstanding the preceding sentence, no associated person
or broker-dealer shall have an interest in any deductions or
other fees payable to the Underwriter pursuant to the terms of
this Agreement.
10. The Insurance Company shall reimburse the Underwriter for all
costs and expenses incurred by the Underwriter in furnishing
the services, materials, and supplies required by the terms of
this Agreement and may pay Underwriter a concession for sales
of the policies as may be agreed by the parties from time to
time.
11. The Insurance Company agrees to indemnify the Underwriter for
any losses incurred as a result of any action taken or omitted
by the Underwriter, or any of its officers, agents or
employees, in performing their responsibilities under this
Agreement in good faith and without willful misfeasance, gross
negligence, or reckless disregard of such obligations.
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 the party to which
notice is given.
(c) This Agreement may be terminated at any time upon the
mutual written consent of the parties thereto.
(d) The Underwriter shall not assign or delegate its
responsibilities under this Agreement without the
written consent of the Insurance Company.
(e) Upon termination of this Agreement, all
authorizations, right and obligations shall cease
except the obligations to settle accounts hereunder,
including payments of premiums or contributions
subsequently received for Contracts in
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effect at the time of termination or issued pursuant
to applications received by the Insurance Company
prior to termination.
13. This Agreement is subject to and its terms are to be
interpreted and construed in accordance with the provisions of
the Investment Company Act and the 1934 Act, and the rules,
regulations, and rulings thereunder and is subject to the
provisions of the NASD Rules of Fair Practice. Without
limiting the generality of the foregoing, the term "assigned"
shall not include any transaction exempted from section
15(b)(2) of the Investment Company Act.
The Underwriter 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.
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 Nebraska.
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 above written.
AMERITAS INVESTMENT CORP
Attest:
/s/Xxxx X. Xxxxxxxx By: /s/Xxx X. Xxxxxxxx
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AMERITAS LIFE INSURANCE CORP.
Attest:
/s/Xxxx X. Xxxxxxxx By: /s/Xxxxxx X. Xxxxxxxx
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