August 14, 2006 Principal Life Insurance Company Attn: Mark A. Stark P.O. Box 9397 Des Moines, IA 50306-9397 Re: Action Requested — Distribution, Shareholder Servicing, Administrative Servicing and Fund/SERV Agreements relating to Janus Adviser...
Exhibit H8
(LOGO) JANUS CAPITAL
Group
Group
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx, XX 00000
August 14, 2006
Principal Life Insurance Company
Attn: Xxxx X. Xxxxx
P.O. Box 9397
Des Moines, IA 50306-9397
Attn: Xxxx X. Xxxxx
P.O. Box 9397
Des Moines, IA 50306-9397
Re: Action Requested — Distribution, Shareholder Servicing, Administrative Servicing
and Fund/SERV Agreements relating to Janus Adviser Series, Xxxxx Xxxxx Series and/or
Janus Investment Fund.
Dear Client:
Effective May 23, 2005, the Securities and Exchange Commission adopted Rule 22-c(2)
(and as may be amended from time to time, the “Rule”) of the Investment Company Act of
1940 (the “1940 Act”). The Rule requires that Janus enter into written agreements with
its financial intermediaries (as such term is defined in the Rule) whereby each such
financial intermediary agrees to provide Xxxxx with certain shareholder identity and
transaction information and to carry out certain instructions from Xxxxx. These
requirements are designed to allow Janus to more effectively enforce its market timing
policies in an effort to protect Janus and its shareholders from the harmful effects of
short-term trading.
You (“Intermediary”) are currently party to one or more of the above (or similar)
agreements with one or more of the Janus entities (all such agreements of which you are
currently a party are collectively referred to herein as the “Current Agreements”). In
order to comply with the Rule, Janus and Intermediary desire to supplement the Current
Agreements pursuant to and in accordance with this letter agreement (“Letter
Agreement”).
For good and valuable consideration, the receipt of which is hereby acknowledged, Xxxxx
and Intermediary hereby agree to supplement the Current Agreements as follows:
1.1 Agreement to Provide Information. Intermediary agrees to
provide Xxxxx, upon written request, the taxpayer identification number (“TIN”), if
known, of any or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the
Shareholder(s) or
account (if known), and transaction type (purchase, redemption, transfer, or exchange)
of every
Contract# JAN - 07483-2006-08-14-IND
purchase, redemption, transfer, or exchange of Shares held through an account of Janus maintained
by the Intermediary during the period covered by the request.
1.1.1 Period Covered by Request. Requests must set forth a specific period, not to exceed
ninety (90) days from the date of the request, for which transaction information is sought. Xxxxx
may request transaction information older than ninety (90) days from the date of the request as it
deems necessary to investigate compliance with policies established by Xxxxx for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares issued by Xxxxx.
1.1.2 Form and Timing of Response. Intermediary agrees to transmit the requested information
that is on its books and records to Janus or its designee promptly, but in any event not later
than three (3) business days, after receipt of a request. If the requested information is not on
the Intermediary’s books and records, Intermediary agrees to: (i) provide or arrange to provide to
Janus the requested information from shareholders who hold an account with an indirect
intermediary; or (ii) if directed by Xxxxx, block further purchases of fund Shares from the
indirect intermediary. In such instance, Intermediary agrees to inform Xxxxx whether it plans to
perform (i) or (ii). Responses required by this paragraph must be communicated in writing and in a
format mutually agreed upon by the parties. To the extent practicable, the format for any
transaction information provided to Janus should be consistent with the NSCC Standardized Data
Reporting Format. For purposes of this provision, an “indirect intermediary” has the same meaning
as provided for in the Rule.
1.1.3 Limitations on Use of Information. Xxxxx agrees not to use the information received for
marketing or any other similar purpose without the prior written consent of the Intermediary.
1.2 Agreement to Restrict Trading. Intermediary agrees to execute written instructions from
Xxxxx to restrict or prohibit further purchases or exchanges of Shares by a Shareholder that has
been identified by Xxxxx as having engaged in transactions of the fund’s Shares (directly or
indirectly through the Intermediary’s account) that violate policies established by Xxxxx for the
purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by
Xxxxx.
1.2.1 Form of Instructions. Instructions must include the TIN, if known, and the specific
restriction(s) to be executed. If the TIN is not known, the instructions must include an
equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information
to which the instruction relates.
1.2.2 Timing of Response. Intermediary agrees to execute instructions as soon as reasonably
practicable, but not later than five (5) business days after receipt of the instructions by the
Intermediary.
1.2.3 Confirmation by Intermediary. Intermediary must provide written confirmation to Xxxxx
that instructions have been executed. Intermediary agrees
to provide confirmation as soon as reasonably practicable, but not later than ten (10) business
days after the instructions have been executed.
1.3. Definitions For purposes of this Letter Agreement:
1.3.1 The term “Shares” means the interests of Shareholders corresponding to the redeemable
securities of record issued by Xxxxx under the 1940 Act that are held by the Intermediary.
1.3.2 The term “Shareholder” means:
a. the beneficial owner of Shares, whether the Shares are held
directly or by the Intermediary in nominee name;
b. as this Letter Agreement relates to retirement plan accounts, the
Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner
of the Shares; and
c. as this Letter Agreement relates to accounts of variable annuities or
variable life insurance contracts, the holder of interest in a variable annuity or variable
life insurance contract issued by the Intermediary.
1.3.4 The term “written” includes electronic writings and facsimile transmissions.
[Remainder of page intentionally left blank. Signature page follows.]
Please acknowledge your agreement to this Letter Agreement by signing where indicated below
and return it to the following address:
Janus Distributors LLC
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Please address all questions or comments to Xxxxxx Xxxxxxxx at 000-000-0000 or at
xxxxxx.xxxxxxxx@xxxxx.xxx
Sincerely, |
|
| /s/ Xxxxxxxx Xxxxxxxxx
|
|
Xxxxxxxx Xxxxxxxxx |
|
Assistant Vice President |
| AGREED AND ACKNOWLEDGED: | ||||
| Principal Life Insurance Company | ||||
By:
|
/s/ Xxxx X. Xxxxx
|
|||
Name:
|
XXXX X. XXXXX | |||
Title:
|
DIRECTOR-INVESTMENT SERVICES | |||
JANUS LOGO
|
JANUS FUNDS • 000 XXXXXXXX
XXXXXX • DENVER, COLORADO 80206 • 4920 PH : 000.000.0000 xxx.xxxxx.xxx |
October
19, 2001
Xxxxx Xxxxx, Counsel
Principal Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Principal Life Insurance Company
000 Xxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Re: Distribution and Shareholder Services Agreement — Xxxxx Xxxxx Series — Service Shares
Dear Xx. Xxxxx:
This letter is to request you enter into a new Distribution and Shareholder Services Agreement
(“Agreement”) with Janus to permit you to continue to receive 12b-l fees. We believe a new
agreement is required in light of the following transaction.
As you may be aware, on October 3, 2001, Xxx Xxxxxx, Chairman and CEO of Janus Capital Corporation
(“Janus Capital”), exercised certain rights under his contract with Xxxxxxxx Financial Inc.
(“Xxxxxxxx”), to sell his remaining 6.2% stake in Janus Capital to Xxxxxxxx. (Xxxxxxxx currently
owns 91.6% of the shares of Janus Capital. Subsequent to this transaction, certain contractual
provisions guaranteeing Xx. Xxxxxx certain management rights will also terminate. Xxxxx and
Xxxxxxxx have agreed that Xx. Xxxxxx’x contractual rights will terminate on March 28, 2002.
Although the transaction will result in a change in the ownership structure of Janus Capital, it is
anticipated that the operation of Janus Capital will remain unchanged. Xx. Xxxxxx and Xxxxxxxx both
intend that Xx. Xxxxxx will continue to serve as CEO of Janus Capital.
The current Distribution and Shareholder Services Agreement with your firm (“Current Agreement”)
provides for automatic termination in the event of its “assignment” as defined in the 1940 Act.
Although the sale of Xx. Xxxxxx’x shares is not the sale of a controlling block of the adviser’s
shares and therefore not an “assignment” under the 1940 Act, reasonable arguments can be made that
the termination of his contractual rights does effect an assignment. Since Janus Distributors, Inc.
is a wholly owned subsidiary of Janus Capital, the transaction could also constitute an
“assignment” of the Agreements. Therefore, to remove any doubt as to the continuation of the
Current Agreement, we request you enter into a new Distribution and Shareholder Services Agreement
with the same terms as the Current Agreement (except with a new effective date).
Please indicate your acceptance of a new Distribution and Shareholder Services Agreement, with the
same terms as the Current Agreement, by signing in the space provided below and return a signed
copy of this letter to us in the enclosed postage paid envelope no later than November 15, 2001.
The new Agreement will be effective as of close of business on March 28, 2002.
Contract# JAN - 06073 - 2001
- 10 - 19 - IND
Thank you for your attention to this matter. If you have any questions or need additional
information, please call me at 000-000-0000 or Xxxx Xxxxx at (000) 000-0000.
Very truly yours,
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Associate Counsel
Associate Counsel
Acknowledged and Agreed: |
||
Principal Life Insurance Company |
||
/s/ Xxxxx Xxxxx, Asst. Dir. |
||
Date: 11/9/01 |
2
DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
Service Shares of Janus Aspen Series
(for Insurance Companies)
Service Shares of Janus Aspen Series
(for Insurance Companies)
This Agreement is made
as of Aug. 28, 2000, by and between Janus Distributors, Inc.
(the “Distributor”), a Colorado corporation, and Principal Life Insurance Company (the “Company”),
an Iowa corporation.
A. The Company has entered into a participation agreement with Xxxxx Xxxxx Series
(the “Trust”), an open-end investment company registered under the Investment Company Act of
1940 (the “1940 Act”) with respect to the purchase of a class of shares designated “Service
Shares” of one or more series of the Trust (each a “Portfolio”) by certain separate accounts of the
Company (“Accounts”).
B. The Distributor serves as the distributor to Service Shares.
C. The Company desires to provide certain distribution and shareholder services to
owners (“Contract Owners”) of variable life insurance policies or variable annuity contracts
(“Contracts”) in connection with their allocation of contract values in the Service Shares of
the Portfolios and Distributor desires Company to provide such services, subject to the
conditions of this Agreement.
D. Pursuant to Rule 12b-l under the 1940 Act, the Service Shares of each Portfolio have
adopted a Distribution and Shareholder Servicing Plan (the “12b-l Plan”) which, among other
things, authorizes the Distributor to enter into this Agreement with organizations such as
Company and to compensate such organizations out of each Portfolio’s average daily net assets
attributable to the Service Shares.
1. Services of Company
(a) The Company shall provide any combination of the following support services, as agreed
upon by the parties from time to time, to Contract Owners who allocate contract values to the
Service Shares of the Portfolios: delivering prospectuses, statements of additional information,
shareholder reports, proxy statements and marketing materials to prospective and existing Contract
Owners; providing educational materials regarding the Service Shares; providing facilities to
answer questions from prospective and existing Contract Owners about the Portfolios; receiving and
answering correspondence; complying with federal and state securities laws pertaining
- 1 -
to the sale of Service Shares; assisting Contract Owners in completing application forms and
selecting account options; and providing Contract Owner record-keeping and similar administrative
services.
(b) The Company will provide such office space and equipment, telephone facilities, and
personnel as may be reasonably necessary or beneficial in order to provide such services to
Contract Owners.
(c) The Company will furnish to the Distributor, the Trust or their designees such
information as the Distributor may reasonably request, and will otherwise cooperate with the
Distributor in the preparation of reports to the Trust’s Board of Trustees concerning this
Agreement, as well as any other reports or filings that may be required by law.
2. Indemnification. The Company shall indemnify Distributor, the Trust, and their
affiliates, directors, trustees, employees and shareholders for any loss (including without
limitation, litigation costs and expenses and attorneys’ and experts’ fees) directly resulting
from Company’s negligent or willful act, omission or error, or Company’s breach of this Agreement.
Such indemnification shall survive termination of the Agreement.
3. Maintenance of Records. The Company shall maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the services herein.
Upon the reasonable request of Distributor or the Trust, Company shall provide Distributor, the
Trust or the representative of either, copies of all such records.
4. Fees. In consideration of Company’s performance of the services described in
this Agreement, Distributor shall pay to the Company a monthly fee (“Distribution Fee”)
calculated as follows: the average aggregate amount invested in each month in the Service Shares
of each Portfolio by the Accounts is multiplied by a pro-rata fee factor. The pro-rata fee factor
is calculated by: (a) dividing the per annum factor set forth on Exhibit A for the Service
Shares of each Portfolio by the number of days in the applicable year, and (b) multiplying the
result by the actual number of days in the applicable month. The average aggregate amount
invested over a one-month period shall be computed by totaling the aggregate investment by the
Accounts (share net asset value multiplied by total number of shares held) on each calendar day
during the month and dividing by the total number of calendar days during such month.
Distributor will calculate the fee at the end of each month and will make such reimbursement
to the Company. The reimbursement check will be accompanied by a statement showing the calculation
of the monthly amounts payable by Distributor and such other supporting data as may be reasonably
requested by the Company.
- 2 -
5. Representations, Warranties and Agreements. The Company represents, warrants,
and covenants that:
(a) It and its employees and agents meet the requirements of applicable law, including but
not limited to federal and state securities law and state insurance law, for the performance of
services contemplated herein;
(b) It will not purchase Service Shares with Account assets derived from tax-qualified
retirement plans except indirectly, through Contracts purchased in connection with such plans and
the Service Fee does not include any payment to the Company that is prohibited under the Employee
Retirement Income Securities Act of 1974 (“ERISA”) with respect to any assets of a Contract Owner
invested in a Contract using the Portfolios as investment vehicles;
(c) If required by applicable law, the Company will disclose to each Contract Owner the
existence of the Distribution Fee received by the Company pursuant to this Agreement in a form
consistent with the requirements of applicable law.
6. Termination.
(a) Unless sooner terminated with respect to any Portfolio, this Agreement will continue with
respect to a Portfolio only if the continuance of a form of this Agreement is specifically approved
at least annually by the vote of a majority of the members of the Board of Trustees of the Trust
who are not “interested persons” (as such term is defined in the 1940 Act) and who have no direct
or indirect financial interest in the 12b-l Plan relating to such Portfolio or any agreement
relating to such 12b-l Plan, including this Agreement, cast in person at a meeting called for the
purpose of voting on such approval.
(b) This Agreement will automatically terminate with respect to a Portfolio in the event of
its assignment (as such term is defined in the 1940 Act) with respect to such Portfolio. This
Agreement may be terminated with respect to any Portfolio by the Distributor or by the Company,
without penalty, upon 60 days’ prior written notice to the other party. This Agreement may also be
terminated with respect to any Portfolio at any time without penalty by the vote of a majority of
the members of the Board of Trustees of the Trust who are not “interested persons” (as such term
is defined in the 1940 Act) and who have no direct or indirect financial interest in the 12b-l
Plan relating to such Portfolio or any agreement relating to such Plan, including this Agreement,
or by a vote of a majority of the Service Shares of such Portfolio on 60 days’ written notice.
(c) In addition, either party may terminate this Agreement immediately if at any time it is
determined by any federal or state regulatory authority that compensation to be paid under this
Agreement is in violation of or inconsistent with any federal or state law.
- 3 -
(a) No modification of any provision of this Agreement will be binding unless in writing and
executed by the parties. No waiver of any provision of this Agreement will be binding unless in
writing and executed by the party granting such waiver.
(b) This Agreement shall be binding upon and shall inure to the benefit of the parties and
their respective successors and assigns; provided, however that neither this Agreement nor any
rights, privileges, duties, or obligations of the parties may be assigned by either party without
the written consent of the other party or as expressly contemplated by this Agreement.
(c) This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Colorado, exclusive of conflicts of laws.
(d) This Agreement may be executed in several counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.
| JANUS DISTRIBUTORS, INC. | PRINCIPAL LIFE INSURANCE COMPANY | |||||||||
By:
|
/s/ Xxxxx X.
Xxxxxxxx |
By: | /s/ Xxxxx Xxxxxx |
|||||||
Name:
|
Name: | |||||||||
Title:
|
Vice President | Title: | Associate Director | |||||||
- 4 -
Exhibit A to Distribution and Shareholder Services Agreement
| Name of Portfolio | Fee Factor* | |||
All Portfolios of Xxxxx Xxxxx Series
|
0.25 | % | ||
(Service Shares) |
||||
| * | Shall not exceed 0.25% |
- 5 -
AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
TO
FUND PARTICIPATION AGREEMENT
This amendment (the “Amendment”) is made and entered into as of October 16, 2001, by
and among Xxxxx Xxxxx 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:
|
/s/ Xxxxxx X. Xxxx
|
|||
Name:
|
Xxxxxx X. Xxxx | |||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By:
|
/s/ Xxxxx X. Xxxxx | |||
Name:
|
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 |
DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT
Service Shares of Janus Aspen Series
(for Insurance Companies)
Service Shares of Janus Aspen Series
(for Insurance Companies)
This
Agreement is made as of Aug. 28, 2000, by and between Janus Distributors, Inc. (the
“Distributor”), a Colorado corporation, and Principal Life Insurance Company (the “Company”), an
Iowa corporation.
A. The Company has entered into a participation agreement with Xxxxx Xxxxx Series
(the “Trust”), an open-end investment company registered under the Investment Company Act of
1940 (the “1940 Act”) with respect to the purchase of a class of shares designated “Service
Shares”
of one or more series of the Trust (each a “Portfolio”) by certain separate accounts of the
Company
(“Accounts”).
B. The Distributor serves as the distributor to Service Shares.
C. The Company desires to provide certain distribution and shareholder services to
owners (“Contract Owners”) of variable life insurance policies or variable annuity contracts
(“Contracts”) in connection with their allocation of contract values in the Service Shares of
the
Portfolios and Distributor desires Company to provide such services, subject to the conditions
of this
Agreement.
D. Pursuant to Rule 12b-l under the 1940 Act, the Service Shares of each Portfolio have
adopted a Distribution and Shareholder Servicing Plan (the “12b-l Plan”) which, among other
things, authorizes the Distributor to enter into this Agreement with organizations such as
Company
and to compensate such organizations out of each Portfolio’s average daily net assets
attributable to
the Service Shares.
1. Services of Company
(a) The Company shall provide any combination of the following support services, as agreed
upon by the parties from time to time, to Contract Owners who allocate contract values to the
Service Shares of the Portfolios: delivering prospectuses, statements of additional information,
shareholder reports, proxy statements and marketing materials to prospective and existing Contract
Owners; providing educational materials regarding the Service Shares; providing facilities to
answer questions from prospective and existing Contract Owners about the Portfolios; receiving and
answering correspondence; complying with federal and state securities laws pertaining
[ILLEGIBLE]
- 1 -
to the sale of Service Shares; assisting Contract Owners in completing application forms and
selecting account options; and providing Contract Owner record-keeping and similar administrative
services.
(b) The Company will provide such office space and equipment, telephone
facilities, and personnel as may be reasonably necessary or beneficial in order to provide
such
services to Contract Owners.
(c) The Company will furnish to the Distributor, the Trust or their designees such
information as the Distributor may reasonably request, and will otherwise cooperate with the
Distributor in the preparation of reports to the Trust’s Board of Trustees concerning this
Agreement,
as well as any other reports or filings that may be required by law.
2. Indemnification. The Company shall indemnify Distributor, the Trust, and their
affiliates, directors, trustees, employees and shareholders for any loss (including without
limitation,
litigation costs and expenses and attorneys’ and experts’ fees) directly resulting from
Company’s
negligent or willful act, omission or error, or Company’s breach of this Agreement. Such
indemnification shall survive termination of the Agreement.
3. Maintenance of Records. The Company shall maintain and preserve all records as
required by law to be maintained and preserved in connection with providing the services
herein.
Upon the reasonable request of Distributor or the Trust, Company shall provide Distributor,
the
Trust or the representative of either, copies of all such records.
4. Fees. In consideration of Company’s performance of the services described in this
Agreement, Distributor shall pay to the Company a monthly fee (“Distribution Fee”) calculated as
follows: the average aggregate amount invested in each month in the Service Shares of each
Portfolio by the Accounts is multiplied by a pro-rata fee factor. The pro-rata fee factor is
calculated by: (a) dividing the per annum factor set forth on Exhibit A for the Service Shares of
each Portfolio by the number of days in the applicable year, and (b) multiplying the result by the
actual number of days in the applicable month. The average aggregate amount invested over a
one-month period shall be computed by totaling the aggregate investment by the Accounts (share net
asset value multiplied by total number of shares held) on each calendar day during the month and
dividing by the total number of calendar days during such month.
Distributor will calculate the fee at the end of each month and will make such reimbursement
to the Company. The reimbursement check will be accompanied by a statement showing the calculation
of the monthly amounts payable by Distributor and such other supporting data as may be reasonably
requested by the Company.
- 2 -
5. Representations, Warranties and Agreements. The Company represents, warrants,
and covenants that:
(a) It and its employees and agents meet the requirements of applicable law,
including but not limited to federal and state securities law and state insurance law, for the
performance of services contemplated herein;
(b) It will not purchase Service Shares with Account assets derived from tax-
qualified retirement plans except indirectly, through Contracts purchased in connection with
such
plans and the Service Fee does not include any payment to the Company that is prohibited under
the
Employee Retirement Income Securities Act of 1974 (“ERISA”) with respect to any assets of a
Contract Owner invested in a Contract using the Portfolios as investment vehicles;
(c) If required by applicable law, the Company will disclose to each Contract
Owner the existence of the Distribution Fee received by the Company pursuant to this Agreement
in a form consistent with the requirements of applicable law.
6. Termination.
(a) Unless sooner terminated with respect to any Portfolio, this Agreement will
continue with respect to a Portfolio only if the continuance of a form of this Agreement is
specifically approved at least annually by the vote of a majority of the members of the Board
of
Trustees of the Trust who are not “interested persons” (as such term is defined in the 1940
Act) and
who have no direct or indirect financial interest in the 12b-l Plan relating to such Portfolio
or any
agreement relating to such 12b-l Plan, including this Agreement, cast in person at a meeting
called
for the purpose of voting on such approval.
(b) This Agreement will automatically terminate with respect to a Portfolio in the
event of its assignment (as such term is defined in the 1940 Act) with respect to such
Portfolio. This
Agreement may be terminated with respect to any Portfolio by the Distributor or by the
Company,
without penalty, upon 60 days’ prior written notice to the other party. This Agreement may
also be
terminated with respect to any Portfolio at any time without penalty by the vote of a majority
of the
members of the Board of Trustees of the Trust who are not “interested persons” (as such term
is
defined in the 1940 Act) and who have no direct or indirect financial interest in the 12b-l
Plan
relating to such Portfolio or any agreement relating to such Plan, including this Agreement,
or by
a vote of a majority of the Service Shares of such Portfolio on 60 days’ written notice.
(c) In addition, either party may terminate this Agreement immediately if at any
time it is determined by any federal or state regulatory authority that compensation to be
paid under
this Agreement is in violation of or inconsistent with any federal or state law.
- 3 -
7. Miscellaneous.
(a) No modification of any provision of this Agreement will be binding unless
in writing and executed by the parties. No waiver of any provision of this Agreement will be
binding unless in writing and executed by the party granting such waiver.
(b) This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns; provided, however that neither this
Agreement
nor any rights, privileges, duties, or obligations of the parties may be assigned by either
party
without the written consent of the other party or as expressly contemplated by this Agreement.
(c) This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Colorado, exclusive of conflicts of laws.
(d) This Agreement may be executed in several counterparts, each of which shall
be an original but all of which together shall constitute one and the same instrument.
| JANUS DISTRIBUTORS, INC. | PRINCIPAL LIFE INSURANCE COMPANY | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxxxx
|
By: | /s/ Xxxxx Xxxxxx
|
|||||||
Name:
|
Xxxxx X. Xxxxxxxx | Name: | Xxxxx Xxxxxx | |||||||
Title:
|
Vice President | Title: | Associate Director | |||||||
- 4 -
Exhibit A to Distribution and Shareholder Services Agreement
| Name of Portfolio | Fee Factor* | |||
All Portfolios of Xxxxx Xxxxx Series (Service Shares) |
0.25 | % | ||
| * | Shall not exceed 0.25% |
- 5 -
AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
(Service Shares)
TO
FUND PARTICIPATION AGREEMENT
(Service Shares)
This amendment (the “Amendment”) is made and entered into as of April
1, 2001, by and among Xxxxx Xxxxx 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 |
AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
(SERVICE SHARES)
TO
FUND PARTICIPATION AGREEMENT
(SERVICE SHARES)
This
amendment (the “Amendment”) is made and entered into as of May 1, 2002, by and
among Xxxxx Xxxxx 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:
|
/s/ Xxxxxx X. Xxxx
|
|||
Name:
|
Xxxxxx X. Xxxx | |||
Title:
|
Vice President | |||
| Principal Life Insurance Company | ||||
By:
|
/s/ Xxxxx Xxxxx
|
|||
Name:
|
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 | ) | Survivorship Variable Universal Life Insurance | ||||
(2) Principal Freedom Variable Annuity |
(3 | ) | Flexible Variable Life Insurance | |||
| (4 | ) | Principal Variable Universal Life Accumulator (VUL) | ||||
| (5 | ) | Executive Variable Universal Life (EVUL) |