PRINCIPAL UNDERWRITING AGREEMENT <\/strong><\/p>\n THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective WITNESSETH:<\/p>\n WHEREAS, the Board of Directors of TALIC has made, and will make in the WHEREAS, the Accounts were established or acquired by TALIC under the laws of WHEREAS, TALIC has registered or will register the Account with the WHEREAS, TALIC has registered or will register the Contracts under the WHEREAS, TCI is and will continue to be registered as a broker-dealer with member of the Financial Industry Regulatory Authority (the “FINRA”) prior to WHEREAS, TALIC proposes to have the Contracts sold and distributed through NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as 1. Appointment as Distributor\/Principal Underwriter<\/u>. TALIC grants to 2. Prospectus<\/u>. TCI agrees to offer the Contracts for sale in 3. Considerations<\/u>. All premiums, purchase payments or other moneys 2<\/p>\n Advisors Life Insurance Company” and funds may be remitted by wire if prior 4. Copies of Information<\/u>. On behalf of the Account, TALIC shall 5. Representations<\/u>. TCI represents that it is (a) duly registered as a 6. Other Broker-Dealer Agreements<\/u>. TCI is hereby authorized to enter 3<\/p>\n documentation and premiums, purchase payments and other moneys, shall be 7. Insurance Licensing and Appointments<\/u>. TALIC shall apply for the 8. Recordkeeping<\/u>. TALIC and TCI shall cause to be maintained and 4<\/p>\n be furnished with such reports as TALIC may reasonably request for the 9. Commissions<\/u>. TALIC shall have the responsibility for paying on 10. Allowance<\/u>. TALIC shall pay to TCI an allowance for furnishing the 11. Indemnification<\/u>. TALIC agrees to indemnify TCI for any losses 5<\/p>\n without willful misfeasance, bad faith or gross negligence, or reckless 12. Regulatory Investigations<\/u>. TCI and TALIC agree to cooperate fully (a) TCI will be notified promptly of any customer complaint or notice of any (b) TCI will promptly notify TALIC of any customer complaint or notice of any In the case of a customer complaint, TCI and TALIC will cooperate in 13. Term and Termination<\/u>.<\/p>\n (a) This Agreement is effective as of the Effective Date and shall continue 6<\/p>\n provided that its continuance is specifically approved at least annually by a (b) This Agreement may be terminated by either party hereto upon 60 days153 (c) This Agreement may be terminated upon written notice of one party to the (d) This Agreement may be terminated at any time upon the mutual written (e) TCI shall not assign or delegate its responsibilities under this (f) Upon termination of this Agreement, all authorizations, rights and 14. Regulatory Impact<\/u>. This Agreement shall be subject to, among other TCI shall submit to ail regulatory and administrative bodies having 7<\/p>\n reports or other material which any such body by reason of this Agreement may 15. Severability<\/u>. if any provision of this Agreement shall be held or 16. Choice of Law<\/u>. This Agreement shall be construed, enforced and 17. No Assignment<\/u>. Neither party may assign its interest in this IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be TRANSAMERICA CAPITAL, INC.<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \n Darin D. Smith<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n Assistant Vice President<\/p>\n<\/td>\n<\/tr>\n TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \n Robert R. Frederick<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9092],"corporate_contracts_industries":[],"corporate_contracts_types":[9629,9634],"class_list":["post-43853","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-transamerica-capital-inc","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43853","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43853"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43853"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43853"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43853"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nas of the 3rd<\/sup> day of December, 2010 (the “Effective Date”), by and
\nbetween TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and
\nTRANSAMERICA ADVISORS LIFE INSURANCE COMPANY (“TALIC”), an Arkansas corporation
\n(formerly Merrill Lynch Life Insurance Company).<\/p>\n
\nfuture, provisions for the establishment of one or more separate investment
\naccounts (“Accounts”) within TALIC in accordance with the laws of the State of
\nArkansas;<\/p>\n
\nthe State of Arkansas, pursuant to a resolution of TALlC153s Board of Directors in
\norder to set aside the investment assets attributable to certain variable life
\ninsurance and annuity contracts (“Contracts”) issued by TALIC;<\/p>\n
\nSecurities and Exchange Commission (“SEC”) as unit investment trusts under the
\nInvestment Company Act of 1940, as amended (the “1940 Act”);<\/p>\n
\nSecurities Act of 1933, as amended (the “1933 Act”);<\/p>\n
\nthe SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
\nand a<\/p>\n<\/p>\n
\n
\nthe offer and sale of the Contracts; and<\/p>\n
\nTCI, and TCI is willing to sell and distribute such Contracts under the terms
\nstated herein;<\/p>\n
\nfollows:<\/p>\n
\nTCI the exclusive right to be, and TCI agrees to serve as, distributor and
\nprincipal underwriter of the Contracts during the term of this Agreement. TCI
\nagrees to use its best efforts to solicit applications for the Contracts and
\notherwise perform all duties and functions which are necessary and proper for
\nthe distribution of the Contracts.<\/p>\n
\naccordance with the registration statements and prospectus therefor then in
\neffect. TCI is not authorized to give any information or to make any
\nrepresentations concerning the Contracts other than those contained in the
\ncurrent prospectus therefor filed with the SEC or in such sales literature as
\nmay be authorized by TALIC.<\/p>\n
\npayable under the Contracts shall be remitted promptly in full together with
\nsuch application, forms and any other required documentation to TALIC or its
\ndesignated servicing agent and shall become the exclusive property of TALIC.
\nChecks or money orders in payment under the Contracts shall be drawn to the
\norder of “Transamerica<\/p>\n<\/p>\n
\n
\nwritten approval is obtained from TALIC.<\/p>\n
\nfurnish TCI with copies of all prospectuses, financial statements and other
\ndocuments which TCI reasonably requests for use in connection with the
\ndistribution of the Contracts.<\/p>\n
\nbroker-dealer under the 1934 Act, (b) a member in good standing of FINRA and (c)
\nto the extent necessary to offer the Contracts, duly registered or otherwise
\nqualified under the securities laws of any state or other jurisdiction. TCI
\nshall be responsible for carrying out its sales and underwriting obligations
\nhereunder in continued compliance with FINRA Rules and federal and state
\nsecurities and insurance laws and regulations.<\/p>\n
\ninto written sales agreements with other independent broker-dealers for the sale
\nof the Contracts. All such sales agreements entered into by TCI shall provide
\nthat each independent broker-dealer will assume full responsibility for
\ncontinued compliance by itself and by its associated persons with FINRA Rules
\nand applicable federal and state securities and insurance laws and shall be in
\nsuch form and contain such other provisions as TALIC may from time to time
\nrequire. All associated persons of such independent broker-dealers soliciting
\napplications for the Contracts shall be duly and appropriately registered by
\nFINRA and licensed and appointed by TALIC for the sale of Contracts under the
\ninsurance laws of the applicable states or jurisdictions in which such Contracts
\nmay be lawfully sold. All applications for Contracts solicited by such
\nbroker-dealers through their representatives, together with any other required\n<\/p>\n<\/p>\n
\n
\nhandled as set forth in paragraph 3 above.<\/p>\n
\nproper insurance licenses and appointments in appropriate states or
\njurisdictions for the designated persons associated with TCI or with other
\nindependent broker-dealers that have entered into sales agreements with TCI for
\nthe sale of Contracts, provided that TALIC reserves the right to refuse to
\nappoint any proposed registered representative as an agent or broker, and to
\nterminate an agent or broker once appointed.<\/p>\n
\npreserved for the periods prescribed such accounts, books, and other documents
\nas are required of them by the 1940 Act, and 1934 Act, and any other applicable
\nlaws and regulations. The books, accounts and records of TALIC, of the Account,
\nand of TCI as to all transactions hereunder shall be maintained so as to
\ndisclose clearly and accurately the nature and details of the transactions.
\nTALIC (or such other entity engaged by TALIC for this purpose), on behalf of and
\nas agent for TCI, shall maintain TCI153s books and records pertaining to the sale
\nof Contracts to the extent as mutually agreed upon from time to time by TALIC
\nand TCI; provided that such books and records shall be the property of TCI, and
\nshall at all times be subject to such reasonable periodic, special or other
\naudit or examination by the SEC, FINRA, any state insurance commissioner and\/or
\nall other regulatory bodies having jurisdiction. TALIC shall be responsible for
\nsending on behalf of and as agent for TCI all required confirmations on customer
\ntransactions in compliance with applicable regulations, as modified by an
\nexemption or other relief obtained by TALIC. TCI shall cause TALIC to<\/p>\n<\/p>\n
\n
\npurpose of meeting its reporting and recordkeeping requirements under the
\ninsurance laws of the State of Arkansas and any other applicable states or
\njurisdictions. TALIC agrees that its records relating to the sale of Contracts
\nshall be subject to such reasonable periodic, special or other audit or
\nexamination by the SEC, FINRA, and any state insurance commissioner and\/or all
\nother regulatory bodies having jurisdiction.<\/p>\n
\nbehalf of TCI (a) any compensation to other independent broker-dealers and their
\nassociated persons due under the terms of any sales agreements entered into
\npursuant to paragraph 6 above, between TCI and such broker-dealers as agreed to
\nby TALIC and (b) all commissions or other fees to associated persons of TCI
\nwhich are due for the sale of the Contracts in the amounts and on such terms and
\nconditions as TALIC and TCI determine. Notwithstanding the preceding sentence,
\nno broker-dealer, associated person or other individual or entity shall have an
\ninterest in any deductions or other fees payable to TCI as set forth herein.\n<\/p>\n
\nservices, materials, and supplies required by the terms of this Agreement. The
\npayments made by TALIC to TCI shall be recorded through intercompany accounts
\nand shall be settled by the 10th<\/sup> business day of each month.<\/p>\n
\nincurred as a result of any action taken or omitted by TCI, or any of its
\nofficers, agents or employees, in performing their responsibilities under this
\nAgreement in good faith and<\/p>\n<\/p>\n
\n
\ndisregard of such obligations.<\/p>\n
\nin any insurance or judicial regulatory investigation or proceeding arising in
\nconnection with Contracts distributed under this Agreement. TCI and TALIC
\nfurther agree to cooperate fully in any securities regulatory inspection,
\ninquiry, investigation or proceeding or any judicial proceeding with respect to
\nTALIC, TCI, their affiliates and their representatives to the extent that such
\ninspection, inquiry, investigation or proceeding or judicial proceeding is in
\nconnection with Contracts distributed under this Agreement. Without limiting the
\nforegoing:<\/p>\n
\nregulatory inspection, inquiry investigation or proceeding or judicial
\nproceeding received by TALIC with respect to TCI or any representative or which
\nmay affect TALIC153s issuance of any Contracts marketed under this Agreement; and\n<\/p>\n
\nregulatory inspection, inquiry, investigation or judicial proceeding received by
\nTCI or any representative with respect to TALIC or its affiliates in connection
\nwith any Contracts distributed under this Agreement.<\/p>\n
\ninvestigating such complaint and shall arrive at a mutually satisfactory
\nresponse.<\/p>\n
\nto remain in effect from year to year unless terminated in accordance with this
\nSection 13,<\/p>\n<\/p>\n
\n
\nmajority of the members of the Board of Directors of TALIC.<\/p>\n
\nprior written notice to the other party.<\/p>\n
\nother party hereto in the event of bankruptcy or insolvency of such party to
\nwhich notice is given.<\/p>\n
\nconsent of the parties hereto.<\/p>\n
\nAgreement without the written consent of TALIC.<\/p>\n
\nobligations shall cease except the obligations to settle accounts hereunder,
\nincluding payments or premiums or contributions subsequently received for
\nContracts in effect at the time of termination or issued pursuant to
\napplications received by TALIC prior to termination.<\/p>\n
\nlaws, the provisions of the 1940 Act and the 1934 Act and the rules,
\nregulations, and rulings thereunder and of FINRA, from time to time in effect,
\nincluding such exemptions from the 1940 Act as the SEC may grant, and the terms
\nhereof shall be interpreted and construed in accordance therewith.<\/p>\n
\njurisdiction over the operations of the Account, present or future; and will
\nprovide any information,<\/p>\n<\/p>\n
\n
\nrequest or require pursuant to applicable laws or regulations.<\/p>\n
\nmade invalid by a court decision, statute, rule or otherwise, the remainder of
\nthis Agreement shall not be affected thereby.<\/p>\n
\ngoverned by the laws of the State of Arkansas.<\/p>\n
\nAgreement without the prior written consent of the other party, which consent
\nshall not be unreasonably withheld or delayed.<\/p>\n
\nsigned by their respective duly authorized officials as of the day and year
\nfirst above written.<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n \n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n ![\"LOGO\"](\"http:\/\/www.sec.gov\/Archives\/edgar\/data\/845091\/000119312511078003\/g152698ex1018_pg8a.jpg\")
\n<\/p>\n<\/td>\n<\/tr>\n\n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n \n \n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n ![\"LOGO\"](\"http:\/\/www.sec.gov\/Archives\/edgar\/data\/845091\/000119312511078003\/g152698ex1018_pg8b.jpg\")
\n<\/p>\n<\/td>\n<\/tr>\n\n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n \n