BROKER-DEALER
MARKETING AND COMPENSATION AGREEMENT
FOR
PREMIER 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 Premier 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. The Distributor shall indemnify and hold the Broker
harmless for misrepresentations or omissions with regard to
prospectuses and sales materials provided by the Distributor as well as
misrepresentations or omissions of employees of the Distributor or
Principal Mutual Life Insurance Company relied upon 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 represents that it is currently a member of SIPC and, while
this agreement is in effect, will continue to be a member of SIPC. The
Broker agrees to notify the Distributor if the Broker's SIPC membership
status changes.
6. 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 properly licensed, registered,
and appointed for securities and insurance sales.
7. 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 involved in the sale and distribution of the Annuity
Contracts.
8. 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.
9. 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.
10. 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 the Annuity Contracts issued by the Issuer and distributed by
the Distributor upon applications for Annuity Contracts 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. Broker agrees that if its Representatives are paid for a portion of
their expenses incurred in the sale of Annuity Contracts out of the
Broker's dealer concession, such payment will be conditioned upon the
statement of the Representative that he or she has actual unreimbursed
expenses incurred in the sale of the Annuity Contracts equal to or
exceeding the payment.
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
PREMIER VARIABLE ANNUITY CONTRACTS
A Dealer Concession will be paid to the Broker according to one of the following
schedules as elected by the Contractholder:
Schedule A
Amount of Plan Amount Payable as
Contributions a
in Each Deposit Year Percent of Plan
-------------------- Contributions
-----------------
The first $5,000 4.50
The next 5,000 3.00
The next 5,000 1.70
The next 35,000 1.40
The next 50,000 0.90
The next 400,000 0.60
Excess over 500,000 0.25
Schedule B
Amount of Plan Amount Payable as
Contributions Percent of Plan
in Each Deposit Year Contributions
-------------------- -----------------
The first $50,000 3.00
The next 50,000 2.00
The next 400,000 1.00
The next 2,500,000 0.50
Excess over 3,000,000 0.25
