CARILLON INVESTMENTS, INC.
BROKER-DEALER AGREEMENT
AGREEMENT by and between CARILLON INVESTMENTS, INC., ("Carillon"), a registered
broker-dealer with the Securities and Exchange Commission under the Securities
Exchange Act of l934 and a member of the National Association of Securities
Dealers, Inc. ("NASD"); and ______________________________________________
("Broker-Dealer"), also a registered broker-dealer with the Securities and
Exchange Commission under the Securities Exchange Act of l934 and a member of
the NASD.
I. INTRODUCTION
WHEREAS, Carillon is the principal underwriter of certain variable contracts
("Contracts") issued by The Union Central Life Insurance Company ("Union
Central"), which Contracts are registered under the Securities Act of l933; and
WHEREAS, Union Central has authorized Carillon to enter into agreements with
other broker-dealers for the distribution of the Contracts; and
WHEREAS, Broker-Dealer wishes to participate in the distribution of the
Contracts.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II. APPOINTMENT OF BROKER-DEALER
A. APPOINTMENT
Carillon hereby appoints Broker-Dealer as its agent for the solicitation of
applications for the purchase of the Contracts, and Broker-Dealer accepts such
appointment subject to the terms and conditions set forth herein.
III. AUTHORITIES AND DUTIES OF BROKER-DEALER
A. CONTRACTS
The contracts issued by Union Central to which this Agreement applies are listed
in Schedule I. Schedule I may be amended from time to time by Carillon.
Carillon, in its sole discretion and without notice to Broker-Dealer, may
suspend sales of any Contracts.
B. LICENSING REPRESENTATIVES
Broker-Dealer shall take reasonable steps to qualify its registered
representatives ("Representatives") to sell the Contracts under the applicable
insurance laws. Broker-Dealer shall fulfill all requirements set forth in
Section VI, in conjunction with the submission of licensing/appointment papers
for all applicants as insurance agents of Union Central. All such
licensing/appointment papers should be submitted to Union Central by Broker-
Dealer.
C. SECURING APPLICATIONS
All applications for Contracts shall be made on application forms supplied by
Carillon and all payments collected by Broker-Dealer or any Representative of
Broker-Dealer shall be remitted promptly in full, together with such application
forms and any other required documentation, directly to Union Central at the
address indicated on such application or to such other address as Carillon may,
from time to time, designate in writing. Broker-Dealer shall review all such
applications for completeness. Broker-Dealer agrees that it will not accept any
Contract purchase payment other than the first such payment and then only if
such payment is in the form of a check or money order made payable to
"The Union Central Life Insurance Company." All applications are subject
to acceptance or rejection by Union Central in its sole discretion.
D. MONEY RECEIVED BY BROKER-DEALER
All money payable in connection with any of the Contracts, whether as premium,
purchase payment or otherwise and whether paid by or on behalf of any contract
owner or anyone else having an interest in the Contracts, is the property of
Union Central, and shall be transmitted immediately in accordance with the
administrative procedures of Union Central without any deduction or offset for
any reason, including by example but not limitation, any deduction or offset for
compensation claimed by Broker-Dealer.
E. SUPERVISION OF 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 Contracts and all such persons shall be
subject to the control of Broker-Dealer with respect to such persons'
securities-regulated activities in connection with the Contracts.
Broker-Dealer will cause
the Representatives to be trained in the sale of the Contracts; will use its
best efforts to cause such Representatives to qualify under applicable
federal and state laws to engage in the sale of the Contracts; and will
cause such Representatives to be registered representatives of
Broker-Dealer before such Representatives engage in the solicitation of
applications for the Contracts and will cause such Representatives to limit
solicitation of applications for the Contracts to jurisdictions where
Carillon has authorized such solicitation.
Broker-Dealer shall cause such Representatives' qualifications to be certified
to the satisfaction of Carillon and shall notify Carillon if any Representative
ceases to be a registered representative of Broker-Dealer.
F. REPRESENTATIVES AGREEMENT
Broker-Dealer shall cause each such Representative to execute a Registered
Representative's Agent Agreement with Union Central before a Representative
shall be permitted to solicit applications for the sale of the Contracts.
Carillon shall cause Union Central to furnish Broker-Dealer with copies of
the Registered Representative's Agent Agreement for execution by the
Representatives.
G. COMPLIANCE WITH NASD RULES OF FAIR PRACTICE AND FEDERAL AND STATE
SECURITIES LAWS
Broker-Dealer shall fully comply with the requirements of the NASD and of the
Securities Exchange Act of l934 and all other applicable federal or state laws
and will establish such rules and procedures as may be necessary to cause
diligent supervision of the securities activities of the Representatives.
H. NOTICE OF REPRESENTATIVE'S NONCOMPLIANCE
In the event a Representative fails or refuses to submit to supervision of
Broker-Dealer or otherwise fails to meet the rules and standards imposed by
Broker-Dealer on its Representatives, Broker-Dealer shall certify such fact to
Carillon and shall immediately notify such Representative that he or she is no
longer authorized to sell the Contracts, and Broker-Dealer shall take whatever
additional action may be necessary to terminate the sales activities of such
Representative relating to the Contracts.
I. PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING
Broker-Dealer shall be provided, without any expense to Broker-Dealer, with
prospectuses relating to the Contracts and such other material as Carillon
determines to be necessary or desirable for use in connection with sales of the
Contracts.
J. REPRESENTATIONS
Broker-Dealer acknowledges that neither it nor its Representatives are
authorized to make any representations concerning the Contracts in
connection with the offer and sale thereof other than representations
contained in the prospectuses filed pursuant to the Securities Act of
l933 or in sales materials approved by Carillon relating to such Contracts.
IV. COMPENSATION
A. SERVICE FEES AND COMMISSIONS
Service Fees and Commissions payable to Broker-Dealer in connection with the
Contracts shall be paid by Carillon to Broker-Dealer. Carillon will provide
Broker-Dealer with a copy of the current Service Fee and Commission Schedule
(see Schedule I). These fees and commissions will be paid as a percentage
of premiums or purchase payments (premiums and purchase payments are
hereinafter referred to collectively as "Payments") received in cash or
other legal tender and accepted by Union Central on applications obtained
by the various Representatives of Broker-Dealer. Upon termination of this
Agreement, all compensation to Broker-Dealer hereunder shall cease;
however, Broker- Dealer shall continue to be liable
for any chargebacks or for any other amounts advanced by or otherwise due
Carillon hereunder.
B. TIME OF PAYMENT
Carillon shall pay any compensation due Broker-Dealer within fifteen (15) days
after the end of the calendar month in which Payments upon which such
compensation is based are accepted by Union Central.
C. AMENDMENT OF SCHEDULES
Carillon may, upon at least ten (10) days prior written notice to Broker-Dealer,
change the Service Fee and Commission Schedule. Any such change shall be by
written amendment of the particular schedule or schedules and shall apply to
compensation due on applications received by Union Central after the effective
date of such notice.
D. PROHIBITION AGAINST REBATES
If Broker-Dealer or any Representative of Broker-Dealer shall rebate or offer to
rebate all or any part of a Payment on any Contract issued by Union Central, or
if Broker-Dealer or any Representative of Broker-Dealer shall withhold any
Payment on any Contract issued by Union Central, the same will be grounds for
immediate termination of this Agreement by Carillon. If Broker-Dealer or any
Representative of Broker-Dealer shall at any time induce or endeavor to induce
any owner of any Contract issued hereunder to discontinue Payments or to
relinquish any such Contract except under circumstances where there are
reasonable grounds for believing the Contract is not suitable for such person,
any and all compensation due Broker-Dealer hereunder shall cease and terminate.
E. INDEBTEDNESS
Nothing in this Agreement shall be construed as giving Broker-Dealer the right
to incur any indebtedness on behalf of Carillon. Broker-Dealer hereby
authorizes Carillon to set off liabilities of Broker-Dealer to Carillon
against any and all amounts otherwise payable to Broker-Dealer by Carillon.
V. GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the conditions
of this Agreement shall not be construed as a waiver of any of the conditions,
but the same shall remain in full force and effect. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.
B. LIMITATIONS
No party other than Union Central shall have the authority to make, alter, or
discharge any Contract issued by Union Central. No party other than Union
Central shall have the authority to waive any forfeiture or extend the time of
making any Payments. No party other than Union Central shall have the authority
to enter into any proceeding in a court of law or before a regulatory agency in
the name of or on behalf of Union Central. No party other than Union Central
shall have authority to alter the forms which Carillon may prescribe or
substitute other forms in place of those prescribed by Carillon. No party other
than Carillon shall have authority to enter into any proceeding in a court
of law or before a regulatory agency in the name of or on behalf of Carillon.
C. FIDELITY BOND
Broker-Dealer assigns any proceeds received from its fidelity bonding company to
Union Central or to Carillon, as their interest may appear, to the extent of
their loss due to activities covered by the bond. If there is any deficiency
amount, whether due to a deductible or otherwise, Broker-Dealer shall promptly
pay Carillon such amount on demand and Broker-Dealer hereby indemnifies and
holds harmless Carillon from any such deficiency and from the costs of
collection thereof (including reasonable attorneys' fees).
D. BINDING EFFECT
This agreement shall be binding on and shall inure to the benefit of the parties
to it and their respective successors and assigns provided that Broker-Dealer
may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of Carillon.
E. REGULATIONS
All parties agree to observe and comply with the existing laws and rules or
regulations of applicable local, state, or federal regulatory authorities and
with those which may be enacted or adopted during the term of this Agreement
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
F. INDEMNIFICATION
(a) Carillon agrees to indemnify and hold harmless Broker-Dealer, its
Representatives, officers, directors and employees against any and all losses,
claims, damages or liabilities to which they may become subject under the
Securities Act of l933, the Securities Exchange Act of l934, or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact or any omission to state a material fact required to be stated or
necessary to make the statements made not misleading in the registration
statement for the Contracts or for the shares of Carillon Fund, Inc. ("Fund")
filed pursuant to the Securities Act of l933 or any prospectus included as a
part thereof, as from time to time amended and supplemented, or any
advertisement or sales literature approved in writing by Carillon pursuant to
Section V, paragraph J of this Agreement.
(b) Broker-Dealer agrees to indemnify and hold harmless Carillon and Union
Central, their Representatives, officers, directors and employees against any
and all losses, claims, damages or liabilities to which they may become
subject under the Securities Act of l933, the Securities Exchange Act
of l934, or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon: (i) any oral or written misrepresentation by Broker-Dealer
or its Representatives, officers, directors, employees or agents unless such
misrepresentation is contained in the registration statement for the Contracts
or Fund shares, any prospectus included as a part thereof, as from time to time
amended and supplemented, or any advertisement or sales literature approved in
writing by Carillon pursuant to Section V, paragraph J of this Agreement, (ii)
the failure of Broker-Dealer or its Representatives, officers, directors,
employees or agents to comply with any applicable provisions of this Agreement,
or (iii) any act by Broker-Dealer or its Representatives, officers, directors,
employees or agents not approved by Carillon or Union Central.
G. NOTICES
All notices or communications shall be sent to the address shown in Section VII
of this Agreement or to such other address as the party may request by giving
written notice to the other.
H. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of
the State of Ohio.
I. AMENDMENT OF AGREEMENT
Carillon reserves the right to amend this Agreement at any time. The submission
of an application by Broker-Dealer after notice of any such amendment has been
sent by Carillon shall constitute agreement by the Broker-Dealer to any such
amendment.
J. SALES PROMOTION MATERIALS AND ADVERTISING
Broker-Dealer shall not print, publish or distribute any advertisement, circular
or any document relating to the Contracts or relating to Union Central unless
such advertisement, circular or document shall have been approved in writing by
Carillon.
K. COMPLAINTS AND INVESTIGATIONS
Broker-Dealer and Carillon agree to cooperate fully in the event of any
regulatory investigation, inquiry or proceeding, judicial proceeding or customer
complaint involving the Contracts. In furtherance of the foregoing, (i) Broker-
Dealer will notify Carillon of any such investigation, inquiry, proceeding, or
complaint involving the Contracts or affecting the ability of Broker-Dealer to
perform pursuant to this Agreement within five (5) days of Broker-Dealer's
obtaining knowledge of same, (ii) Carillon will notify Broker-Dealer of any such
investigation, inquiry, proceeding, or complaint involving Contracts distributed
by Broker-Dealer within five (5) days of Carillon's obtaining knowledge of same,
and (iii) in the case of a customer complaint, Carillon and Broker-Dealer each
will consult with the other prior to sending any written response with respect
to such complaint.
L. TERMINATION
This agreement may be terminated, without cause, by any party upon thirty (30)
days prior written notice; and may be terminated, for cause, by any party
immediately; and shall be terminated immediately if Carillon or Broker-Dealer
shall cease to be registered broker-dealers under the Securities Exchange Act of
l934 and members of the NASD. Termination shall not affect the obligations of
the parties under paragraph F of Section V of this Agreement or the liability of
Broker-Dealer for any charge backs or for any other amounts advanced by or
otherwise due Carillon hereunder.
VI. CERTIFICATION WITH RESPECT TO REPRESENTATIVES
Broker-Dealer hereby certifies to Carillon that all the following requirements
will be fulfilled in conjunction with the submission of licensing/appointment
papers for all applicants as agents of Union Central submitted by Broker-Dealer.
Broker-Dealer will, upon request, forward proof of compliance with same to Union
Central in a timely manner.
1. We have made a thorough and diligent inquiry and investigation relative to
each applicant's identity, residence and business reputation and declare
that each applicant is personally known to us, has been examined by us, is
known to be of good moral character, has a good business reputation, is
reliable, is financially responsible and is worthy of a license. Each
individual is trustworthy, competent and qualified to act as an agent for
Union Central. We vouch for each applicant.
2. We have on file a X-000, X-000 or U-4 form which was completed by each
applicant. We have fulfilled all the necessary investigative requirements
and each applicant is presently registered as an NASD registered
representative.
3. We certify that all educational requirements have been met for the
specific state in which each applicant is requesting a license, and that
all such persons have fulfilled the appropriate examination, education and
training requirements.
4. If the applicant is required to submit his picture, his signature, and
securities registration in the state in which he is applying for a
license, we certify that those items forwarded to Union Central are those
of the applicant and the securities registration is a true copy of the
original.
5. We hereby warrant that the applicant is not applying for a license with
Union Central in order to place insurance chiefly and solely on his life
or the lives of his relatives.
6. We certify that each applicant will receive close and adequate
supervision, and that we will make inspection when needed of any or all
risks written by these applicants, to the end that the insurance interest
of the public will be properly protected.
7. We will not permit any applicant to transact insurance as an agent of
Union Central until duly licensed therefor. 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 so permitted until the certificate of authority or license
applied for is received.
VII. ADDRESS FOR NOTICES
Carillon Investments, Inc.
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000
__________________________
__________________________
__________________________
This Agreement shall be effective upon execution by Carillon.
__________________________
By: ____________________________________________________
Name and Title
Date:__________________
CARILLON INVESTMENTS, INC.
BY: ____________________________________________________
Name and Title
Date:__________________
SCHEDULE I
Service Fee and Commission Schedule
This Service Fee and Commission Schedule is attached to and made a part of the
Broker-Dealer Agreement entered into between Carillon Investments, Inc.
("Carillon") and ______________________________ ("Broker-Dealer").
Fees and Commissions will be paid as a percentage of Premiums or Purchase
Payments (hereinafter referred to collectively as "Payments") received in cash
or other legal tender and accepted by The Union Central Life Insurance Company
("Union Central") on applications obtained by the various registered
representatives of the Broker-Dealer.
Carillon will pay to the Broker-Dealer an amount determined by the Schedule
shown below, in full satisfaction of all amounts due under this Schedule.
VARIABLE UNIVERSAL LIFE - CARILLON LIFE ACCOUNT
___________________________________________
[ ]
If, for any reason, Union Central or Carillon refunds any Payment on any
Contracts secured through the Broker-Dealer, then Carillon reserves the right to
charge back and recover any Service Fees and Commissions paid, with respect to
such Payment, from the Broker-Dealer. Also, the Broker-Dealer must return to
Union Central any Service Fees and Commissions paid if the Contract is tendered
for redemption within the "free look" period.
CARILLON INVESTMENTS, INC.
President
Schedule A
CARILLON INVESTMENTS, INC.
Compensation Schedule
This Compensation Schedule is attached to and made a part of the Sales
Representative's Agent Agreement ("Agreement") entered into by and among The
Union Central Life Insurance Company ("UC"), Carillon Investments, Inc.
("Carillon"), and the Registered Representative ("Representative"). It replaces
and supersedes all prior schedules.
Compensation on premiums received by UC while this Agreement is in force
will be paid in accordance with the following:
I. INDIVIDUAL VARIABLE ANNUITY (FORM UC 2617)
Compensation: 3 1/2% of all Contract premiums received by UC.
First-year compensation and renewal service fee compensation for the
Variable Annuity are paid at the same rate.
Renewal service fee compensation will continue to be paid as long as UC
continues to receive premiums and the Representative is under contract to
Carillon and UC. If renewal premiums are increased or decreased, the
compensation paid will vary accordingly.
The Representative shall not be entitled to any compensation based on
premiums received by UC after termination of this Agreement.
II. INDIVIDUAL VARIABLE UNIVERSAL LIFE (FORM UC 8703)
Compensation:
A. New Sales
- 50% first-year commission on planned period premium paid up to
target
- 2% commission on other first-year premiums
B. Renewals
- 2% renewal commission on all planned periodic premiums or
additional premiums (lump sums) paid in years 2-10; for year 11 and later for
the life of the policy there is a 2% service fee.
Notwithstanding the last sentence in Paragraph 5 of this Agreement to the
contrary, any compensation paid to the Representative after termination of this
Agreement shall be in accordance with the terms of the agent's contract with UC
in effect at the time of sale.
III. Carillon reserves the right to adjust, modify or change any provisions for
compensation. It also reserves the right to charge back compensation paid to the
Representative on premiums refunded to the applicant/owner.
CARILLON INVESTMENTS, INC.
President
UC 2971 12-95
