PRINCIPAL UNDERWRITING
AGREEMENT
THIS PRINCIPAL
UNDERWRITING AGREEMENT made and effective as of the 27th day of
May, 2008, by and between TRANSAMERICA CAPITAL, INC.
(“TCI”), an Iowa corporation, and MERRILL LYNCH LIFE
INSURANCE COMPANY (“MLLIC”), an Arkansas corporation,
on its own behalf and on behalf of the separate investment accounts
of MLLIC set forth in Exhibit A — Variable Life
Products and Exhibit B — Variable Annuity
Products attached hereto and made a part hereof (collectively,
the “Account”).
WHEREAS, the
Account was established or acquired by MLLIC under the laws of the
State of Arkansas, pursuant to a resolution of MLLIC’s Board
of Directors in order to set aside the investment assets
attributable to certain variable life insurance and annuity
contracts (“Contracts”) issued by MLLIC;
WHEREAS, MLLIC has
registered or will register the Account with the Securities and
Exchange Commission (“SEC”) as a unit investment trust
under the Investment Company Act of 1940, as amended (the
“1940 Act”);
WHEREAS, MLLIC has
registered or will register the Contracts under the Securities Act
of 1933, as amended (the “1933 Act”);
WHEREAS, TCI is
and will continue to be registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the
“1934 Act”), and a member of the Financial Industries
Regulatory Authority (the “FINRA”) prior to the offer
and sale of the Contracts; and
WHEREAS, MLLIC
proposes to have the Contracts sold and distributed through TCI,
and TCI is willing to sell and distribute such Contracts under the
terms stated herein;
NOW, THEREFORE,
the parties, intending to be legally bound, hereby agree as
follows:
1.
Appointment as Distributor/Principal Underwriter . MLLIC
grants to TCI the exclusive right to be, and TCI agrees to serve
as, distributor and principal underwriter of the Contracts during
the term of this Agreement. TCI agrees to use its best efforts to
solicit applications for the Contracts and otherwise perform all
duties and functions which are necessary and proper for the
distribution of the Contracts.
2.
Prospectus . TCI agrees to offer the Contracts for sale in
accordance with the registration statements and prospectus therefor
then in effect. TCI 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 SEC or
in such sales literature as may be authorized by MLLIC.
3.
Considerations . All premiums, purchase payments or other
moneys payable under the Contracts shall be remitted promptly in
full together with such application, forms and any other required
documentation to MLLIC or its designated servicing agent and shall
become the exclusive property of MLLIC. Checks or money orders in
payment under the Contracts shall be drawn to the order of
“Merrill Lynch Life Insurance Company” and funds may be
remitted by wire if prior written approval is obtained from
MLLIC.
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4. Copies
of Information . On behalf of the Account, MLLIC shall furnish
TCI with copies of all prospectuses, financial statements and other
documents which TCI reasonably requests for use in connection with
the distribution of the Contracts.
5.
Representations . TCI represents that it is (a) duly
registered as a broker-dealer under the 1934 Act, (b) a member
in good standing of FINRA and (c) to the extent necessary to
offer the Contracts, duly registered or otherwise qualified under
the securities laws of any state or other jurisdiction. TCI shall
be responsible for carrying out its sales and underwriting
obligations hereunder in continued compliance with FINRA Rules and
federal and state securities and insurance laws and
regulations.
6. Other
Broker-Dealer Agreements . TCI is hereby authorized to enter
into written sales agreements with other independent broker-dealers
for the sale of the Contracts. All such sales agreements entered
into by TCI shall provide that each independent broker-dealer will
assume full responsibility for continued compliance by itself and
by its associated persons with FINRA Rules and applicable federal
and state securities and insurance laws and shall be in such form
and contain such other provisions as MLLIC may from time to time
require. All associated persons of such independent broker-dealers
soliciting applications for the Contracts shall be duly and
appropriately registered by FINRA and licensed and appointed by
MLLIC for the sale of Contracts under the insurance laws of the
applicable states or jurisdictions in which such Contracts may be
lawfully sold. All applications for Contracts solicited by such
broker-dealers through their representatives, together with any
other required documentation and premiums, purchase payments and
other moneys, shall be handled as set forth in paragraph 3
above.
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7.
Insurance Licensing and Appointments . MLLIC shall apply for
the proper insurance licenses and appointments in appropriate
states or jurisdictions for the designated persons associated with
TCI or with other independent broker-dealers that have entered into
sales agreements with TCI for the sale of Contracts, provided that
MLLIC reserves the right to refuse to appoint any proposed
registered representative as an agent or broker, and to terminate
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