JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Service Shares)
Exhibit 99.8d1
THIS AGREEMENT is made this 28th day of August, 2000, between JANUS ASPEN SERIES, an
open-end management investment company organized as a Delaware business trust (the “Trust”), and
Principal Life Insurance Company, a life insurance company organized under the laws of the State of
Iowa (the “Company”), on its own behalf and on behalf of each segregated asset account of the
Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).
W I T N E S S E T H :
WHEREAS, the Trust has registered with the Securities and Exchange Commission as an open-end
management investment company under the Investment Company Act of 1940, as amended (the “1940
Act”), and the beneficial interest in the Trust is divided into several series of shares, each series
representing an interest in a particular managed portfolio of securities and other assets (the
“Portfolios”); and
WHEREAS, the Trust has registered the offer and sale of a class of shares designated the
Service Shares (“Shares”) of each of its Portfolios under the Securities Act of 1933, as amended
(the “1 933 Act”); and
WHEREAS, the Trust desires to act as an investment vehicle for separate accounts established
for variable life insurance policies and variable annuity contracts to be offered by insurance
companies that have entered into participation agreements with the Trust (the “Participating
Insurance Companies”); and
WHEREAS, the Trust has received an order from the Securities and Exchange Commission granting
Participating Insurance Companies and their separate accounts exemptions from the provisions of
Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e- 2(b)(15) and
6e-3(T)(b)(l5) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the “Exemptive Order”); and
6e-3(T)(b)(l5) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the “Exemptive Order”); and
WHEREAS, the Company has registered or will register (unless registration is not required
under applicable law) certain variable life insurance policies and/or variable annuity contracts
under the 1933 Act (the “Contracts”); and
WHEREAS, the Company has registered or will register each Account as a unit investment trust
under the 1940 Act; and
Contract # JAN-06060-2000-08-28-IND
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WHEREAS, the Company desires to utilize the Shares of one or more Portfolios as an investment
vehicle of the Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:
ARTICLE I
Sale of Trust Shares
Sale of Trust Shares
1.1 The Trust shall make Shares of its Portfolios listed on Schedule B available to the
Accounts at the net asset value next computed after receipt of such purchase order by the Trust (or
its agent), as established in accordance with the provisions of the then current prospectus of the
Trust. Shares of a particular Portfolio of the Trust shall be ordered in such quantities and at
such times as determined by the Company to be necessary to meet the requirements of the Contracts.
The Trustees of the Trust (the “Trustees”) may refuse to sell Shares of any Portfolio to any person,
or suspend or terminate the offering of Shares of any Portfolio if such action is required by law
or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees
acting in good faith and in light of their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of such Portfolio.
1.2 The Trust will redeem any full or fractional Shares of any Portfolio when requested by the
Company on behalf of an Account at the net asset value next computed after receipt by the Trust (or
its agent) of the request for redemption, as established in accordance with the provisions of the
then current prospectus of the Trust. The Trust shall make payment for such shares in the manner
established from time to time by the Trust, but in no event shall payment be delayed for a greater
period than is permitted by the 0000 Xxx.
1.3 For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints the Company as its
agent for the limited purpose of receiving and accepting purchase and redemption orders resulting
from investment in and payments under the Contracts. Receipt by the Company shall constitute
receipt by the Trust provided that i) such orders are received by the Company in good order prior
to the time the net asset value of each Portfolio is priced in accordance with its prospectus and
ii) the Trust receives notice of such orders by 10:00 a.m. New York time on the next following
Business Day. “Business Day” shall mean any day on which the New York Stock Exchange is open for
trading and on which the Trust calculates its net asset value pursuant to the rules of the
Securities and Exchange Commission.
1.4 Purchase orders that are transmitted to the Trust in accordance with Section 1.3 shall be
paid for no later than 12:00 noon New York time on the same Business Day that the Trust receives
notice of the order. Payments shall be made in federal funds transmitted by wire.
1.5 Issuance and transfer of the Trust’s Shares will be by book entry only. Stock certificates
will not be issued to the Company or the Account. Shares ordered from the Trust will
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be recorded in the appropriate title for each Account or the appropriate subaccount of each
Account.
1.6 The Trust shall furnish, on or before the ex-dividend date, notice to the Company of any
income dividends or capital gain distributions payable on the Trust’s Shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as are payable on a
Portfolio’s Shares in additional Shares of that Portfolio. The Trust shall notify the Company of
the number of Shares so issued as payment of such dividends and distributions.
1.7 The Trust shall make the net asset value per Share for each Portfolio available to the
Company via facsimile or other electronic transmission acceptable to the Company on a daily basis
as soon as reasonably practical after the net asset value per Share is calculated and shall use its
best efforts to make such net asset value per Share available by 6 p.m. New York time.
1.8 The Trust agrees that its Shares will be sold only to Participating Insurance Companies
and their separate accounts and to certain qualified pension and retirement plans to the extent
permitted by the Exemptive Order. No Shares of any Portfolio will be sold directly to the general
public. The Company agrees that Trust Shares will be used only for the purposes of funding the
Contracts and Accounts listed in Schedule A, as amended from time to time.
1.9 The Trust agrees that all Participating Insurance Companies shall have the obligations and
responsibilities regarding pass-through voting and conflicts of interest corresponding to those
contained in Section 2.8 and Article IV of this Agreement.
ARTICLE II
Obligations of the Parties
Obligations of the Parties
2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange
Commission and any state regulators requiring such filing all shareholder reports, notices,
proxy materials (or similar materials such as voting instruction solicitation materials),
prospectuses and statements of additional information of the Trust. The Trust shall bear the costs
of registration and qualification of its shares, preparation and filing of the documents listed in
this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its
shares.
2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the
Company’s expense) with as many copies of the Trust’s Shares’ current prospectus, annual report,
semi-annual report and other shareholder communications, including any amendments or supplements to
any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a
camera ready copy of such documents in a form suitable for printing. The Trust shall provide the
Company with a copy of the Shares’ statement of additional information in a form suitable for
duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any
Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for
distribution to Contract owners.
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2.3 (a) The Company shall bear the costs of printing and distributing the Trust’s Shares’
prospectus, statement of additional information, shareholder reports and other shareholder
communications to owners of and applicants for policies for which Shares of the Trust are
serving or are to serve as an investment vehicle. The Company shall bear the costs of
distributing proxy materials (or similar materials such as voting solicitation
instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such
materials are delivered to Contract owners in accordance with applicable federal and state
securities laws.
(b) If the Company elects to include any materials provided by the Trust, specifically
prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other
computer or electronic format, the Company assumes sole responsibility for maintaining such
materials in the form provided by the Trust and for promptly replacing such materials with all
updates provided by the Trust.
2.4 The Company agrees and acknowledges that the Trust’s adviser, Janus Capital
Corporation (“Janus Capital”), is the sole owner of the name and xxxx “Xxxxx” and that all use
of any designation comprised in whole or part of Janus (a “Xxxxx Xxxx”) under this Agreement
shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company
shall not use any Xxxxx Xxxx on its own behalf or on behalf of the Accounts or Contracts in any
registration statement, advertisement, sales literature or other materials relating to the
Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of
this Agreement for any reason, the Company shall cease all use of any Xxxxx Xxxx(s) as soon as
reasonably practicable.
2.5 The Company shall furnish,
or cause to be furnished, to the Trust or its designee, a copy
of each Contract prospectus or statement of additional information in which the Trust or its
investment adviser is named prior to the filing of such document with the Securities and
Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust
or its designee, each piece of sales literature or other promotional material in which the
Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No
such material shall be used if the Trust or its designee reasonably objects to such use within
five Business Days after receipt of such material.
2.6 The Company shall not give any information or make any representations or statements on
behalf of the Trust or concerning the Trust or its investment adviser in connection with the
sale of the Contracts other than information or representations contained in and accurately
derived from the registration statement or prospectus for the Trust Shares (as such registration
statement and prospectus may be amended or supplemented from time to time), reports of the
Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material
approved by the Trust or its designee, except as required by legal process or regulatory
authorities or with the written permission of the Trust or its designee.
2.7 The Trust shall not give any information or make any representations or statements on
behalf of the Company or concerning the Company, the Accounts or the Contracts
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other than information or representations contained in and accurately derived from the registration
statement or prospectus for the Contracts (as such registration statement and prospectus may be
amended or supplemented from time to time), or in materials approved by the Company for
distribution including sales literature or other promotional materials, except as required by legal
process or regulatory authorities or with the written permission of the Company.
2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the
1940 Act to require pass-through voting privileges for variable policyowners, the Company
will provide pass-through voting privileges to owners of policies whose cash values are invested,
through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance
Companies to calculate voting privileges in the same manner and the Company shall be responsible
for assuring that the Accounts calculate voting privileges in the manner established by the Trust.
With respect to each Account, the Company will vote Shares of the Trust held by the Account and for
which no timely voting instructions from policyowners are received as well as Shares it owns that
are held by that Account, in the same proportion as those Shares for which voting instructions are
received. The Company and its agents will in no way recommend or oppose or interfere with the
solicitation of proxies for Trust shares held by Contract owners without the prior written consent
of the Trust, which consent may be withheld in the Trust’s sole discretion.
ARTICLE III
Representations and Warranties
Representations and Warranties
3.1 The Company represents and warrants that it is an insurance company duly organized and in
good standing under the laws of the State of Iowa and that it has legally and validly established
each Account as a segregated asset account under such law on the date set forth in Schedule A.
3.2 The Company represents and warrants that each Account has been registered or, prior to any
issuance or sale of the Contracts, will be registered as a unit investment trust in accordance with
the provisions of the 0000 Xxx.
3.3 The Company represents and warrants that the Contracts or interests in the Accounts (1)
are or, prior to issuance, will be registered as securities under the 1933 Act or, alternatively
(2) are not registered because they are properly exempt from registration under the 1933 Act or
will be offered exclusively in transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state laws; and the sale of the
Contracts shall comply in all material respects with state insurance suitability requirements.
3.4 The Trust represents and warrants that it is duly organized and validly existing under the
laws of the State of Delaware.
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3.5 The Trust represents and warrants that the Trust Shares offered and sold pursuant to this
Agreement will be registered under the 1933 Act and the Trust shall be registered under the 1940
Act prior to any issuance or sale of such Shares. The Trust shall amend its registration statement
under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous
offering of its Shares. The Trust shall register and qualify its Shares for sale in accordance with
the laws of the various states only if and to the extent deemed advisable by the Trust.
3.6 The Trust represents and warrants that the investments of each Portfolio will comply with
the diversification requirements set forth in Section 817(h) of the Internal Revenue Code of 1986,
as amended, and the rules and regulations thereunder.
3.7 The Trust makes no representation as to whether any aspect of its operations (including,
but not limited to, fees and expenses and investment policies) complies with the insurance laws or
regulations of the various states. To the extent that the Company notifies the Trust of Iowa law
applicable to the Trust, the Trust will inform the Company whether its investment policies, fees,
and expenses are in compliance with the laws of the State of Iowa and whether its operations are in
material compliance with the laws of the State of Iowa to the extent required to perform this
Agreement.
ARTICLE IV
Potential Conflicts
Potential Conflicts
4.1 The parties acknowledge that the Trust’s shares may be made available for investment to
other Participating Insurance Companies. In such event, the Trustees will monitor the Trust for the
existence of any material irreconcilable conflict between the interests of the contract owners of
all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety
of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax,
or securities regulatory authorities; (c) an administrative or judicial decision in any relevant
proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract
owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable
material conflict exists and the implications thereof.
4.2 The Company agrees to promptly report any potential or existing conflicts of which it is
aware to the Trustees. The Company will assist the Trustees in carrying out their responsibilities
under the Exemptive Order by providing the Trustees with all information reasonably necessary for
the Trustees to consider any issues raised including, but not limited to, information as to a
decision by the Company to disregard Contract owner voting instructions.
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4.3 If it is determined by a majority of the Trustees, or a majority of its disinterested
Trustees, that a material irreconcilable conflict exists that affects the interests of Contract
owners, the Company shall, in cooperation with other Participating Insurance Companies whose
contract owners are also affected, at its expense and to the extent reasonably practicable (as
determined by the Trustees) take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable
to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a
different investment medium, including (but not limited to) another Portfolio of the Trust, or
submitting the question of whether or not such segregation should be implemented to a vote of all
affected Contract owners and, as appropriate, segregating the assets of any appropriate group
(i.e., annuity contract owners, life insurance contract owners, or variable contract owners
of one or more Participating Insurance Companies) that votes in favor of such segregation, or
offering to the affected Contract owners the option of making such a change; and (b) establishing a
new registered management investment company or managed separate account.
4.4 If a material irreconcilable conflict arises because of a decision by the Company to
disregard Contract owner voting instructions and that decision represents a minority position or
would preclude a majority vote, the Company may be required, at the trust’s election, to withdraw
the affected Account’s investment in the Trust and terminate this Agreement with respect to such
Account; provided, however that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a majority of the
disinterested Trustees. Any such withdrawal and termination must take place within six (6) months
after the Trust gives written notice that this provision is being implemented. Until the end of
such six (6) month period, the Trust shall continue to accept and implement orders by the Company
for the purchase and redemption of shares of the Trust.
4.5 If a material irreconcilable conflict arises because a particular state insurance
regulator’s decision applicable to the Company conflicts with the majority of other state
regulators, then the Company will withdraw the affected Account’s investment in the Trust and
terminate this Agreement with respect to such Account within six (6) months after the Trustees
inform the Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested Trustees. Until the end of such six (6) month period, the Trust shall
continue to accept and implement orders by the Company for the purchase and redemption of shares of
the Trust.
4.6 For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the
disinterested Trustees shall determine whether any proposed action adequately remedies any
irreconcilable material conflict, but in no event will the Company be required to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote of a majority of
Contract owners materially adversely affected by the irreconcilable material conflict. In the event
that the Trustees determine that any proposed action does not adequately remedy any irreconcilable
material conflict, then the Company will withdraw the Account’s investment in the Trust and
terminate this Agreement within six (6) months after the Trustees inform the Company
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in writing of the foregoing determination; provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material irreconcilable conflict as determined
by a majority of the disinterested Trustees.
4.7 The Company shall at least annually submit to the Trustees such reports, materials or data
as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed
upon them by the Exemptive Order, and said reports, materials and data shall be submitted more
frequently if deemed appropriate by the Trustees.
4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted,
to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Exemptive Order) on terms and
conditions materially different from those contained in the Exemptive Order, them the Trust and/or
the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to
comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules
are applicable.
ARTICLE V
Indemnification
Indemnification
5.1 Indemnification By the Company.
The Company agrees to indemnify and hold harmless the
Trust and each of its Trustees, officers, employees and agents and each person, if any, who
controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified
Parties” for purposes of this Article V) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Company) or expenses
(including the reasonable costs of investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, “Losses”), to which the Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged untrue statements
of any material fact contained in a registration statement or prospectus for the Contracts
or in the Contracts themselves or in sales literature for the Trust generated or approved
by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to
any of the foregoing) (collectively, “Company Documents” for the purposes of this Article
V), or arise out of or are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein
not misleading, provided that this indemnity shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was made in reliance upon
and was accurately derived from written information furnished to the Company by or on
behalf of the Trust for use in Company Documents or otherwise for use in connection with
the sale of the Contracts or Trust Shares; or
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(b) arise out of or result from statements or representations (other than statements
or representations contained in and accurately derived from Trust Documents as defined in
Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with
respect to the sale or acquisition of the Contracts or Trust Shares; or
(c) arise out of or result from any untrue statement or alleged untrue statement of a
material fact contained in Trust Documents as defined in Section 5.2(a) or the omission or
alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading if such statement or omission was
made in reliance upon and accurately derived from written information furnished to the
Trust by or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to provide the services or
furnish the materials required under the terms of this Agreement; or
(e) arise out of or result from any material breach of any representation and/or
warranty made by the Company in this Agreement or arise out of or result from any other
material breach of this Agreement by the Company.
5.2 Indemnification By the Trust. The Trust agrees to indemnify and hold harmless the
Company and each of its directors, officers, employees and agents and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the
“Indemnified Parties” for purposes of this Article V) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of the Trust) or
expenses (including the reasonable costs of investigating or defending any alleged loss, claim,
damage, liability or expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, “Losses”), to which the Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged untrue statements
of any material fact contained in the registration statement or prospectus for the Trust
(or any amendment or supplement thereto), (collectively, “Trust Documents” for the purposes
of this Article V), or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or omission was
made in reliance upon and was accurately derived from written information furnished to the
Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in
connection with the sale of the Contracts or Trust Shares; or
(b) arise out of or result from statements or representations (other than statements
or representations contained in and accurately derived from Company Documents) or wrongful
conduct of the Trust or persons under its control, with respect to the sale or acquisition
of the Contracts or Trust Shares; or
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(c) arise out of or result from any untrue statement or alleged untrue statement of a
material fact contained in Company Documents or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance upon and
accurately derived from written information furnished to the Company by or on behalf of the
Trust; or
(d) arise out of or result from any failure by the Trust to provide the services or
furnish the materials required under the terms of this Agreement; or
(e) arise out of or result from any material breach of any representation and/or
warranty made by the Trust in this Agreement or arise out of or result from any other
material breach of this Agreement by the Trust.
5.3 Neither the Company nor the Trust shall be liable under the indemnification provisions of
Sections 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against an
Indemnified Party that arise from such indemnified Party’s willful misfeasance, bad faith or
negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified
Party’s reckless disregard of obligations or duties under this Agreement.
5.4 Neither the Company nor the Trust shall be liable under the indemnification provisions of
Sections 5.1 or 5.2, as applicable, with respect to any claim made against an Indemnified Party
unless such Indemnified Party shall have notified the other party in writing within a reasonable
time after the summons, or other first written notification, giving information of the nature of
the claim shall have been served upon or otherwise received by such Indemnified Party (or after
such indemnified Party shall have received notice of service upon or other notification to any
designated agent), but failure to notify the party against whom indemnification is sought of any
such claim shall not relieve that party from any liability which it may have to the Indemnified
Party in the absence of Sections 5.1 and 5.2,
5.5 In case any such action is brought against the Indemnified Parties, the indemnifying party
shall be entitled to participate, at its own expense, in the defense of such action. The
indemnifying party also shall be entitled to assume the defense thereof, with counsel reasonably
satisfactory to the party named in the action. After notice from the indemnifying party to the
Indemnified Party of an election to assume such defense, the Indemnified Party shall bear the fees
and expenses of any additional counsel retained by it, and the indemnifying party will not be
liable to the Indemnified Party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof other than reasonable
costs of investigation.
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ARTICLE VI
Termination
Termination
6.1 This Agreement may be terminated by either party for any reason by ninety (90) days
advance written notice delivered to the other party.
6.2 Notwithstanding any termination of this Agreement, the Trust shall, at the option of the
Company, continue to make available additional shares of the Trust (or any Portfolio) pursuant to
the terms and conditions of this Agreement for all Contracts in effect on the effective date of
termination of this Agreement, provided that the Company continues to pay the costs set forth in
Section 2.3.
6.3 The provisions of Article V shall survive the termination of this Agreement, and the
provisions of Article IV and Section 2.8 shall survive the termination of this Agreement as long as
Shares of the Trust are held on behalf of Contract owners in accordance with Section 6.2.
ARTICLE VII
Notices
Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other
party at the address of such party set forth below or at such other address as such party may from
time to time specify in writing to the other party.
If to the Trust:
Janus Aspen Series
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
If to the Company:
Principal Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
ARTICLE VIII
Miscellaneous
Miscellaneous
8.1 The captions in this Agreement are included for convenience of reference only and in no
way define or delineate any of the provisions hereof or otherwise affect their construction or
effect.
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8.2 This Agreement may be executed simultaneously in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
8.3 If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
8.4 This Agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of State of Colorado.
8.5 The parties to this Agreement acknowledge and agree that all liabilities of the Trust
arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder of
shares of beneficial interest of the Trust shall be personally liable for any such liabilities.
8.6 Each party shall cooperate with each other party and all appropriate governmental
authorities (including without limitation the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc., and state insurance regulators) and shall permit such
authorities reasonable access to its books and records in connection with any investigation or
inquiry relating to this Agreement or the transactions contemplated hereby.
8.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in
addition to any and all rights, remedies and obligations, at law or in equity, which the parties
hereto are entitled to under state and federal laws.
8.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be
exclusive in any respect.
8.9 Neither this Agreement nor any rights or obligations hereunder may be assigned by either
party without the prior written approval of the other party.
8.10 No provisions of this Agreement may be amended or modified in any manner except by a
written agreement properly authorized and executed by both parties.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this
Participation Agreement as of the date and year first above written.
| JANUS ASPEN SERIES | ||||||
| By: | /s/ Xxxxxx X. Xxxx | |||||
| Name: | Xxxxxx X. Xxxx | |||||
| Title: | Vice President | |||||
| PRINCIPAL LIFE INSURANCE COMPANY | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Associate Director | |||||
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Schedule A
Separate Accounts and Associated Contracts
Separate Accounts and Associated Contracts
| Contracts Funded | ||
Name of Separate Account
|
By Separate Account | |
Separate Account B
|
The Principal Variable Annuity |
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Schedule B
List of Portfolios
List of Portfolios
Name of Portfolio
All Portfolios of Janus Aspen Series open to new investors (as set forth in the current
prospectus of Janus Aspen Series) except Global Technology Portfolio and Global Life Sciences
Portfolio.
-15-
This amendment (the “Amendment”) is made and entered into as of April 1, 2001, by and among
Janus Aspen Series and Principal Life Insurance Company (collectively, the “parties”) in order to
modify that certain Fund Participation Agreement (the “Agreement”) entered into by the parties as
of August 28, 2000.
The parties agree to amend the Agreement as follows:
| 1. | Schedule A to the Agreement is hereby deleted and the Schedule A attached to this Amendment is substituted therefor. | ||
| 2. | Article VII, Notices, as to the Company is changed as follows: |
Principal Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxxxx, XX 00000-0000
Facsimile: 000-000-0000
Attn: Xxxxx Xxxxx, Counsel
000 Xxxx Xxxxxx
Xxx Xxxxxx, XX 00000-0000
Facsimile: 000-000-0000
Attn: Xxxxx Xxxxx, Counsel
All other terms and provisions of the Agreement not amended herein shall remain in full force and
effect.
| Janus Aspen Series | ||||
By:
|
/s/ Xxxxxx X. Xxxx | |||
Name:
|
Xxxxxx X. Xxxx | |||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By:
|
/s/ Xxxxx Xxxxx | |||
Name:
|
XXXXX XXXXX | |||
Title:
|
Assistant Director | |||
Contract # JAN-06060-2001-04-01-AMD
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Principal Life Insurance Company
|
Principal Life Insurance Company | |||||
Separate Account B
|
Variable Life Separate Account | |||||
The Principal® Variable Annuity
|
(1) PrinFlex Life® Variable Life Insurance |
|||||
(2) Survivorship Variable Universal Life Insurance |
||||||
(3) Flexible Variable Life Insurance |
This amendment (the “Amendment”) is made and entered into as of October 16, 2001, by and among
Janus Aspen Series and Principal Life Insurance Company (collectively, the “parties”) in order to
modify that certain Fund Participation Agreement (the “Agreement”) entered into by the parties as
of August 28, 2000.
The parties agree to amend the Agreement as follows:
| 1. | Schedule A to the Agreement is hereby deleted and the Schedule A attached to this Amendment is substituted therefor. |
All other terms and provisions of the Agreement not amended herein shall remain in full force and
effect.
| Janus Aspen Series | ||||
By: Name: |
/s/ Xxxxxx X. Xxxx
|
|||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By: Name: |
/s/ Xxxxx X. Xxxxx
|
|||
Title:
|
Counsel | |||
Contract # JAN-06060-2001-10-16-AMD
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Principal Life Insurance Company
|
Principal Life Insurance Company | |||||
Separate Account B
|
Variable Life Separate Account
|
|||||
The Principal® Variable Annuity
|
(1) PrinFlex Life® Variable Life Insurance |
|||||
(2) Survivorship Variable Universal Life Insurance |
||||||
(3) Flexible Variable Life Insurance |
||||||
(4) Flexible Premium Variable Universal Life Insurance |
This amendment (the “Amendment”) is made and entered into as of May 1, 2002, by and
among Janus Aspen Series and Principal Life Insurance Company (collectively, the “parties”) in
order to modify that certain Fund Participation Agreement (the “Agreement”) entered into by the
parties as of August 28, 2000.
The parties agree to amend the Agreement as follows:
| 1. | Schedule A to the Agreement is hereby deleted and the Schedule A attached to this Amendment is substituted therefor. |
All other terms and provisions of the Agreement not amended herein shall remain in full force
and effect.
| Janus Aspen Series | ||||
By: Name: |
/s/ Xxxxxx X. Xxxx
|
|||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By: Name: |
/s/ Xxxxx Xxxxx
|
|||
Title:
|
ASST. DIR. | |||
Contract # JAN-06060-2002-05-01-AMD
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Principal Life Insurance Company
|
Principal Life Insurance Company | |||||
Separate Account B
|
Variable Life Separate Account
|
|||||
(1) The Principal® Variable Annuity
|
(1) PrinFlex Life® Variable Life Insurance |
|||||
(2) Principal Freedom Variable Annuity
|
(2) Survivorship Variable Universal Life Insurance |
|||||
(3) Flexible Variable Life Insurance |
||||||
(4) Principal Variable Universal Life Accumulator (VUL) |
||||||
(5) Executive Variable Universal Life (EVUL) |
This amendment (the “Amendment”)
is made and entered into as of September 3, 2002,
by and among Janus Aspen Series and Principal Life Insurance Company (collectively,
the “parties”) in order to modify that certain Fund
Participation Agreement (the “Agreement”)
entered into by the parties as of August 28, 2000.
The parties agree to amend the Agreement as follows:
| 1. | Attached Schedule A of the Agreement is hereby amended to include the new Benefit Variable Universal Life ( BVUL ) product. | ||
| 2. | Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| Janus Aspen Series | ||||
By: Name: |
/s/ Xxxxxx X. Xxxx
|
|||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By: Name: |
/s/ Xxxx Xxxxxx
|
|||
Title:
|
ASSISTANT — DIRECTOR — PRODUCT MANAGEMENT | |||
Contract # JAN-06060-2002-09-03-AMD
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Principal Life insurance Company
|
Principal Life Insurance Company | |||||
Separate Account B
|
Variable Life Separate Account
|
|||||
(1) The Principal® Variable Annuity
|
(1) PrinFlex Life® Variable Life Insurance |
|||||
(2) Principal Freedom Variable Annuity
|
(2) Survivorship Variable Universal Life Insurance |
|||||
(3) Flexible Variable Life Insurance |
||||||
(4) Principal Variable Universal Life Accumulator (VUL) |
||||||
(5) Executive Variable Universal Life (EVUL) |
||||||
(6) Benefit Variable Universal Life (BVUL) |
This amendment (the “Amendment”) is made and entered into as of January 8, 2003, by and among
Janus Aspen Series and Principal Life Insurance Company (collectively, the “parties”) in order to
modify that certain Fund Participation Agreement (the “Agreement”) entered into by the parties as
of August 28, 2000.
The parties agree to amend the Agreement as follows:
| 1. | Schedule A of the Agreement is hereby amended to include the new Principal Variable Universal Life Accumulator II product. | ||
| 2. | Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
| Janus Aspen Series | ||||
By: Name: |
/s/ Xxxxxx X. Xxxx
|
|||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By: Name: |
/s/ Xxxxx Xxxxx
|
|||
Title:
|
ASST. DIR. | |||
Contract # JAN-06060-2003-01-08-AMD
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Principal Life Insurance Company
|
Principal Life Insurance Company |
|||||
Separate Account B
|
Variable Life Separate Account
|
|||||
(1) The Principal® Variable Annuity
|
(1) PrinFlex Life® Variable Life Insurance |
|||||
(2) Principal Freedom Variable Annuity
|
(2) Survivorship Variable Universal Life Insurance |
|||||
(3) Flexible Variable Life Insurance |
||||||
(4) Principal Variable Universal Life Accumulator (VUL) |
||||||
(5) Executive Variable Universal Life (EVUL) |
||||||
(6) Benefit Variable Universal Life (BVUL) |
||||||
(7) Principal Variable Universal Life (Accumulator II) |
AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
(SERVICE SHARES)
TO
FUND PARTICIPATION AGREEMENT
(SERVICE SHARES)
This Amendment (the “Amendment”) is made and entered into as of Aug 20, 2007, by and among
Janus Aspen Series and Principal Life Insurance Company (collectively, the “parties”)
in order to modify that certain Fund Participation Agreement (the “Agreement”) entered into by
the parties as of August 28, 2000.
The parties agree to amend the Agreement as follows:
| 1. | Schedule A to the Agreement is hereby deleted and the Schedule A attached to this Amendment is substituted therefor. | ||
| 2. | Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this
Amendment as of the date and year first above written.
| JANUS ASPEN SERIES | ||||
By: Name: |
/s/ Xxxxxx X. Xxxxxx
|
|||
Title:
|
President | |||
| PRINCIPAL LIFE INSURANCE COMPANY | ||||
By: Name: |
/s/ Xxxx Xxxxxx
|
|||
Title:
|
DIRECTOR-PRODUCT MEMT | |||
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Principal Life Insurance Company
|
Principal Life Insurance Company | |||||
Separate Account B
|
Variable Life Separate Account
|
|||||
(1) The Principal® Variable Annuity
|
(1) Prinflex Life® Variable Life Insurance |
|||||
(2) Principal Freedom Variable Annuity
|
(2) Survivorship Variable Universal Life Insurance |
|||||
(3) Flexible Variable Life Insurance |
||||||
(4) Principal Variable Universal Life Accumulator (VUL) |
||||||
(5) Executive Variable Universal Life (EVUL) |
||||||
(6) Benefit Variable Universal Life (BVUL) |
||||||
(7) Principal Variable Universal Life (Accumulator II) |
||||||
(8) Variable Universal Life Income |
||||||
(9) Variable Universal Life Income II |
||||||
(10) Executive Variable Universal Life II |
||||||
(11) Benefit Variable Universal Life II |
