BROKER-DEALER
MARKETING AND COMPENSATION AGREEMENT
FOR
FLEXIBLE VARIABLE ANNUITY CONTRACTS
AGREEMENT made this day of , 19 , by and between Princor Financial Services
Corporation (hereinafter called Distributor), (hereinafter called Broker) and
Principal Mutual Life Insurance Company (hereinafter called Issuer).
MARKETING
In consideration of the mutual agreements herein contained, the Parties hereto
agree as follows:
1. The Distributor hereby appoints the Broker to sell Flexible Variable
Annuity Contracts (hereinafter called Annuity Contracts) issued by the
Issuer. This agreement is a selling agreement between broker-dealers. It
does not designate any party as the broker, agent, or employee of any other
Party. Words and phrases in this Agreement given special meaning in any
Annuity Contracts shall have that same special meaning in this Agreement
unless specifically defined otherwise herein.
2. The Broker hereby agrees to direct its best efforts to find purchasers for
Annuity Contracts issued by the Issuer. The Broker does not undertake
hereby to sell any specific number of Annuity Contracts issued by the
Issuer.
3. The Distributor shall provide the Broker with a reasonable number of
current prospectuses and such other material as the Distributor determines
to be desirable for use in connection with the sale of Annuity Contracts or
the solicitation of applications for participation thereunder.
4. The Broker warrants that it is a member in good standing of the National
Association of Securities Dealers, Inc. (NASD) and will promptly notify
Distributor of any change in Broker's status as a member of the NASD.
5. The Broker warrants that the Broker and any person associated with or
acting for the Broker in the solicitation of applications for Annuity
Contracts shall be qualified pursuant to the requirements of the National
Association of Securities Dealers, Inc. and appropriate federal and state
agencies regulating securities, insurance, any other aspect of the Annuity
Contracts or the sale of them. The Broker shall be responsible for seeing
to such qualifications, and will indemnify and hold the Distributor and the
Issuer harmless for any failure to have all persons engaged in solicitation
on its behalf properly licensed, registered, and appointed for securities
and insurance sales.
6. The Broker shall be responsible for supervising and controlling the conduct
and activities of its Registered Representatives with regard to the sale
and distribution of Annuity Contracts. The Broker agrees to indemnify and
hold the Distributor and the Issuer harmless for claims and actions of any
sort which arise from the conduct and activities of the persons associated
with it who are involved in the sale and distribution of the Annuity
Contracts.
7. The Broker shall act only in its own behalf in making agreements with
Registered Representatives or other persons in connection with the
solicitation or sales of Annuity Contracts.
8. The Broker agrees to maintain all books and records relating to the sale of
Annuity Contracts or interests therein required to be maintained by the
Broker pursuant to the Securities Exchange Act of 1934, in conformity with
the requirements of Rules 17a-3 and 17a-4 under such Act, and to the
applicable securities or insurance laws of any state.
9. The Broker shall transmit promptly and directly to the Distributor all
Contributions collected by or paid to the Broker. All Annuity Contracts are
to be delivered promptly, and any undelivered Annuity Contracts are to be
returned within the time allowed or on demand.
COMPENSATION
With respect to these Annuity Contracts issued upon applications obtained by the
Broker while this Agreement is in force, it is agreed that, subject to all
provisions of this Agreement and only so long as the Agreement remains in force,
the Broker shall receive Compensation in the form of a dealer concession as
provided by Schedule A attached hereto.
1. Compensation shall only be paid with respect to Annuity Contracts issued
while this Agreement is in force. Determination of the Annuity Contracts
applicable to this Agreement shall be by the Issuer.
2. The Distributor may, at any time, upon written notice to the Broker, change
any and all of the rates of Compensation set out herein.
3. If the Issuer, for any reason, refunds any Contributions, or any part
thereof, on any Annuity Contract, any Compensation paid on the amount
refunded shall be repaid to the Issuer by the Broker promptly and on
demand.
4. Any indebtedness of any kind due to the Distributor or Issuer from the
Broker may be offset against any amount due the Broker.
5. No assignment of the Compensation payable pursuant to this Agreement shall
be valid unless it is accepted in writing by the Issuer and Distributor.
6. If an Annuity Contract sold by the Broker is tendered for redemption within
seven business days after the Issuer accepts the application for that
Annuity Contract, the Broker will promptly return to the Issuer any
Compensation paid on that Annuity Contract.
GENERAL
1. The Broker shall have no authority to incur any liability or debt against
the Distributor or the Issuer; accept risks or Contracts of any kind; make,
alter, authorize or discharge any Contract; extend the time of payment of
any Contributions; waive payments, fail to transmit any Contributions
collected promptly to the Distributor; use any advertising or sales
material which has not first been submitted to and approved by the
Distributor and the Issuer; nor bind the Distributor or the Issuer in any
way.
2. Any modifications of this Agreement must be in writing and signed by an
authorized officer of the Distributor and the Issuer.
3. This Agreement may be terminated by either the Distributor, the Broker or
the Issuer upon written notice to the last known address of the other
parties.
4. This Agreement supersedes and replaces any and all prior agreements of the
Distributor or the Issuer with the Broker on the subject of Contracts or
the sale of them.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in triplicate on the date first above written.
_________________________________Broker
By ____________________________________
PRINCOR FINANCIAL SERVICES CORPORATION
By ____________________________________
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By ____________________________________
SCHEDULE A
DEALER CONCESSION
FLEXIBLE VARIABLE ANNUITY CONTRACTS
A Dealer Concession in an amount equal to 6.0% of purchase payments for which
good payment has been received by the Distributor will be paid to the Broker.
