OMNIBUS TERMINATION AGREEMENT
This Agreement is entered into as of the 1st day of November, 2011 among PRINCIPAL LIFE INSURANCE COMPANY, on behalf of one or more separate accounts, a life insurance company organized under the laws of the State of Iowa ("PLIC"), PRINCOR FINANCIAL SERVICES CORPORATION, an Iowa corporation ("PRINCOR"), XXXXXXX VARIABLE SERIES, INC., a Maryland corporation ("CVS"), XXXXXXX VARIABLE PRODUCTS, INC., a Maryland corporation ("CVP"), XXXXXXX INVESTMENT DISTRIBUTORS, INC., a Delaware corporation ("CID"), XXXXXXX INVESTMENT SERVICES, INC., a Delaware corporation ("CIS"), XXXXXXX INVESTMENT ADMINISTRATIVE SERVICES, INC., a Delaware corporation ("CIAS") and XXXXXXX INVESTMENT MANAGEMENT, INC., a Delaware corporation ("CIM").
WHEREAS, Summit Mutual Funds, Inc. (predecessor to CVP), Carillon Investments, Inc. (predecessor to Ameritas Investment Corp.), PLIC and PRINCOR entered into that certain Participation Agreement dated November 10, 2005, as amended on October 1, 2007 (the "Summit-Principal Participation Agreement"), and as of December 12, 2008 the parties thereto consented to the assignment of all of the rights and obligations of Ameritas Investment Corp. to Xxxxxxx Distributors, Inc. (predecessor to CID);
WHEREAS, Summit Investment Partners, Inc. and PLIC entered into that certain Administrative Services Agreement dated November 10, 2005, as amended November 1, 2007 (the "Summit-Principal Administrative Services Agreement"), and as of December 12, 2008 the parties thereto consented to the assignment of all of the rights and obligations of Summit Investment Partners, Inc. to Xxxxxxx Distributors, Inc. and Xxxxxxx Asset Management Company, Inc. (predecessor to CIM), as applicable;
WHEREAS, CVS, PLIC and Xxxxxxx Distributors, Inc. entered into that certain Fund Participation Agreement dated January 25, 2008, as amended on February 10, 2010 (the "Xxxxxxx-Principal Fund Participation Agreement");
WHEREAS, PLIC, Xxxxxxx Shareholder Services, Inc. (predecessor to CIS) and Xxxxxxx Administrative Services Company (predecessor to CIAS) entered into that certain Services Agreement dated January 25, 2008, as amended on February 10, 2010 (the "Xxxxxxx-Principal Services Agreement" and the Xxxxxxx-Principal Services Agreement, together with the Summit Principal Participation Agreement, the Summit-Principal Administrative Services Agreement and the Xxxxxxx-Principal Fund Participation Agreement, the "Existing Agreements" and each individually an "Existing Agreement"); and ·
WHEREAS, PLIC, CVS, CVP, CID, CIS and CIAS wish to enter into a Consolidated Participation Agreement and a Consolidated Services Agreement to replace the Existing Agreements in their entirety.
NOW, THEREFORE, in consideration of the premises and the terms and conditions hereinafter set forth, it is agreed as follows:
1. | Termination of the Existing Agreements |
Each party to this Agreement agrees that each Existing Agreement to which it is a party is hereby terminated; provided, however, that any obligations of that party that arose under an Existing Agreement prior to its termination and any rights of the other parties that arose under an Existing Agreement prior to its termination shall survive the termination of the Existing Agreements.
2. | Waiver of Notice |
Each party hereby waives any requirement to provide notice of t4e termination of the Existing Agreements.
3. | Consolidated Agreements |
Each party hereby agrees that the Consolidated Fund Participation Agreement dated as of November 1, 2011, and the Consolidated Services Agreement dated as of November 1, 2011, as those agreements may be amended from time to time, contain all of the rights and obligations of the parties for the period commencing on November 1, 2011, and ending on the date, if any, on which those agreements are terminated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above , written.
PRINCIPAL LIFE INSURANCE COMPANY |
/s/ Xxxx Xxxxxx |
By: _________________________________ |
Name: Xxxx Xxxxxx |
Title: Director - Life Product Mgmt |
PRINCOR FINANCIAL SERVICES CORPORATION |
/s/ Xxxxx Xxxxxxxxxx |
By: _________________________________ |
Name: Xxxxx Xxxxxxxxxx |
Title: Broker Dealer Operations |
XXXXXXX VARIABLE SERIES, INC. |
/s/ Xxxxxx X. Xxxxxxx |
By: _________________________________ |
Name: Xxxxxx X. Xxxxxxx, Esq. |
Title: Assistant Vice President |
XXXXXXX VARIABLE PRODUCTS, INC. |
/s/ Xxxxxx X. Xxxxxxx |
By: _________________________________ |
Name: Xxxxxx X. Xxxxxxx, Esq. |
Title: Assistant Vice President |
XXXXXXX INVESTMENT DISTRIBUTORS, INC. |
/s/ Xxxxxxx X. Xxxxxxxxx |
By: _________________________________ |
Name: Xxxxxxx X. Xxxxxxxxx, Esq. |
Title: Senior Vice President and General Counsel |
XXXXXXX INVESTMENT SERVICES, INC. |
/s/ Xxxxxxx X. Xxxxxxxxx |
By: _________________________________ |
Name: Xxxxxxx X. Xxxxxxxxx, Esq. |
Title: Senior Vice President and General Counsel |
XXXXXXX INVESTMENT ADMINISTRATIVE SERVICES, INC. |
/s/ Xxxxxxx X. Xxxxxxxxx |
By: _________________________________ |
Name: Xxxxxxx X. Xxxxxxxxx, Esq. |
Title: Senior Vice President and General Counsel |
XXXXXXX INVESTMENT MANAGEMENT, INC. |
/s/ Xxxxxxx X. Xxxxxxxxx |
By: _________________________________ |
Name: Xxxxxxx X. Xxxxxxxxx, Esq. |
Title: Senior Vice President and General Counsel |
