SERVICE AGREEMENT
Exhibit 99. 8e2
This Agreement is entered into effective as of the 1st day of July 1999, by and between
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and PRINCIPAL LIFE INSURANCE
COMPANY (“Company”).
WHEREAS, FIIOC provides transfer agency and other services to Fidelity’s Variable
Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund
III (collectively “Funds”); and
WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to
inquiries about the Funds, including the provision of information about the Funds’ investment
objectives, investment policies, portfolio holdings, etc; and
WHEREAS, Company holds shares of the Funds in order to fund certain variable annuity
contracts, group annuity contracts, and/or variable life insurance policies, the beneficial
interests in which are held by individuals, plan trustees, or others who look to Company to
provide information about the Funds similar to the information provided by FIIOC; and
WHEREAS, the Company and one or more of the Funds have entered into one or more
Participation Agreements, under which the Company agrees not to provide information about the
Funds except for information provided by the Funds or their designees; and
WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries about the
Funds from individual variable annuity owners, participants in group annuity contracts issued by
the Company, and owners and participants under variable life insurance policies issued by the
Company, and prospective customers for any of the above; and
WHEREAS, FIIOC and Company recognize that Company’s efforts in responding to customer
inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be
directed to FIIOC.
NOW, THEREFORE, the parties do agree as follows:
1. Information to be Provided to Company. FIIOC agrees to provide to
Company, on a periodic basis, directly or through a designee, information about the Funds’
investment objectives, investment policies, portfolio holdings, performance, etc. The content and
format of such information shall be as FIIOC, in its sole discretion, shall choose. FIIOC may
change the format and/or content of such informational reports, and the frequency with which such
information is provided. For purposes of Section 4.2 of each of the Company’s Participation
Agreement(s) with the Funds, FIIOC represents that it is the designee of the Funds, and Company
may therefore use the information provided by FIIOC without seeking additional permission from the
Funds.
2. Use of Information by Company. Company may use the information
provided by FIIOC in communications to individuals, plan trustees, or others who have legal title
or beneficial interest in the annuity or life insurance products issued by Company, and to
prospective purchasers of such products or beneficial interests thereunder. If such information is
contained as part of larger pieces of sales literature, advertising, etc., such pieces shall be
furnished for review to the Funds in accordance with the terms of the Company’s Participation
Agreements with the Funds. Nothing herein shall give the Company the right to expand upon, reformat
or otherwise alter the information provided by FIIOC. Company acknowledges that the information provided it by FIIOC may need to be supplemented with
additional qualifying information, regulatory disclaimers, or other information before it may be
conveyed to persons outside the Company.
3. Compensation to Company. In recognition of the fact that Company will
respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company a
quarterly fee computed as follows:
Contract
# FID-06112-1999-07-01-IND
At the close of each calendar quarter FIIOC will determine the Average
Daily Assets held
in the Funds by the Company. Average Daily Assets shall be the sum of the daily assets for each
calendar day in the quarter divided by the number of calendar days in the quarter. The Average
Daily Assets shall be multiplied by 0.0005 (5 basis points) and that sum shall be divided by four.
The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company
during the following month.
Should any Participation Agreement(s) between Company and any Fund(s) be terminated
effective before the last day of a quarter, Company shall be entitled to a fee for that portion of
the quarter during which the Participation Agreement was still in effect, unless such termination
is due to misconduct on the part of the Company. For such a stub quarter, Average Daily Assets
shall be the sum of the daily assets for each calendar day in the quarter through and including the
date of termination of the Participation Agreement(s), divided by the number of calendar days in
that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall
be multiplied by 0.0005 (5 basis points) and that number shall be multiplied by the number of days
in such quarter that the Participation Agreement was in effect, then divided by three hundred
sixty-five. The resulting number shall be the quarterly fee for the stub quarter, which shall be
paid to Company during the following month.
4. Termination. This Agreement may be terminated by Company at any time
upon written notice to FIIOC. FIIOC may terminate this Agreement at any time upon ninety (90) days’
written notice to Company. FIIOC may terminate this Agreement immediately upon written notice to
Company (1) if required by any applicable law or regulation, (2) if so required by action of the
Fund(s) Board of Trustees, or (3) if Company engages in any material breach of this Agreement. This
Agreement shall terminate immediately and automatically upon the termination of Company’s
Participation Agreement(s) with the Funds, and in such event no notice need be given
hereunder.
5. Applicable Law. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
6. Assignment. This Agreement may not be assigned, except that it shall
be assigned automatically to any successor to FIIOC as the Funds’ transfer agent, and any such
successor shall be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have set their hands as of the date first written
above.
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY,INC.
By:
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/s/ XXX XXXXX X. XXXXXX
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| EXECUTIVE VICE PRESIDENT | ||||
PRINCIPAL
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LIFE INSURANCE COMPANY | |||
By
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/s/ XXXXXX X. XXXXXX
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Name: |
XXXXXX X. XXXXXX
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Title: |
Assistant Director-Annuity Marketing
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