ADMINISTRATIVE SERVICES AGREEMENT
Exhibit 99.8i2
October 14,2004
Principal Life Insurance Company
Princor Financial Services Corporation
Princor Financial Services Corporation
RE: Administrative Services and Expenses Agreement
Ladies and Gentlemen:
This letter sets forth the agreement (“Agreement”) between Principal Life Insurance
Company, Princor Financial Services Corporation (“you” or the “Company”) and the
undersigned (“we” or “Price Associates”) concerning certain administration services to be
provided by you, with respect to the X. Xxxx Price Equity Series, Inc. (the “Fund”).
1. The Fund. The Fund is a Maryland Corporation registered with the Securities and
Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “Act”) as an
open-end diversified management investment company. The Fund serves as a funding vehicle
for variable annuity contracts and variable life insurance contracts and, as such, sells
its shares to insurance companies and their separate accounts. With respect to various
provisions of the Act, the SEC requires that owners of variable annuity contracts and
variable life insurance contracts be provided with materials and rights afforded to
shareholders of a publicly-available SEC-registered mutual fund.
2. The Company. Principal Life Insurance Company is an Iowa insurance company. The
Company issues variable annuity and/or variable life insurance contracts (the “Contracts”)
supported by the separate accounts listed on the attached Schedule A (“Separate
Accounts”), which are registered with the SEC as a unit investment trust. The Company has
entered into a participation agreement (the “Participation Agreement”) with the Fund
pursuant to which the Company purchases shares of the Fund for the Separate Accounts
supporting the Company’s Contracts.
3. Price Associates. Price Associates serves as the Fund’s investment adviser. Price
Associates supervises and assists in the overall management of the Fund’s affairs under an
Investment Management Agreement with the Fund, subject to the overall authority of the
Fund’s Board of Directors in accordance with Maryland law. Under the Investment Management
Agreement, Price Associates is compensated by the Fund for providing investment advisory
and certain administrative services (either directly or through its affiliates).
Contract # TRO-06118-2004-10-14-IND
Principal Life Insurance Company
Princor Financial Services Corporation
October 14, 2004
Page 2
Princor Financial Services Corporation
October 14, 2004
Page 2
4. Administrative Services. You have agreed to assist us and/or our affiliates, as we may
request from time to time, with the provision of administrative services to the Fund, as they may
relate to the investment in the Fund by the Separate Account. It is anticipated that such services
may include (but shall not be limited to): the mailing of Fund reports, notices, proxies and proxy
statements and other informational materials to holders of the Contracts supported by the Separate
Account; the transmission of purchase and redemption requests to the Fund’s transfer agent; the
maintenance of separate records for each holder of the Contracts reflecting shares purchased and
redeemed and share balances; the preparation of various reports for submission to the Fund
Directors; the provision of advice and recommendations concerning the operation of the series of
the Fund as funding vehicles for the Contracts; the provision of shareholder support services with
respect to the Portfolios serving as funding vehicles for the Company’s Contracts; telephonic
support for holders of Contracts with respect to inquiries about the Fund; and the provision of
other administrative services as shall be mutually agreed upon from time to time. The Company
agrees to monitor its contractholders’ accounts for excessive trading or market timing activity
(as defined in the Fund’s prospectus) and agrees to work with the Price Associates to deter or
block any future such activity.
5. Payment for Administrative Services. In consideration of the administrative services to be
provided by the Company, we shall make payments to the Company on a monthly basis (“Payments”),
from our assets, including our bona fide profits as an investment adviser to the
Fund, an amount equal to 15 basis points (0.15%) per annum for average aggregate net asset value of
shares of the Fund held by the Separate Accounts under the Participation Agreement provided,
however, that such Payments shall only be payable for each calendar month during which the
aggregate dollar value of shares of the Funds purchased pursuant to the Participation Agreement by
the Company in the aggregate exceeds $25,000,000 at all times during that month. Further, this
amount shall be increased to 25 basis points (0.25%) per annum of the average aggregate net asset
value of shares of the Fund held by the Separate Accounts under the Participation Agreement,
provided, however, that such increased Payments shall only be payable with respect to the Fund for
each calendar month during which the aggregate dollar value of shares exceeds $250,000,000 at all
times during that month. Subject to the terms of Paragraph 6 hereof, TRPI shall be responsible for
payments due pursuant to this Paragraph 5 with respect to the purchase of shares of a Fund managed
by TRPI. For purposes of computing the Payments to the Company contemplated under this Paragraph 5,
the average aggregate net asset value of shares of the Funds held by the Separate Accounts over a
monthly period shall be computed by totaling each Separate Account’s aggregate investment (share
net asset value multiplied by total number of shares held by the Separate Account) on each business
day during the calendar month, and dividing by the total number of business days
Principal Life Insurance Company
Princor Financial Services Corporation
October 14, 2004
Page 3
Princor Financial Services Corporation
October 14, 2004
Page 3
during the month. The Payments contemplated by this Paragraph 5 shall be calculated by TRPI at the
end of each calendar month and will be paid to each Company within 30 calendar days thereafter.
6. Nature of Payments. The parties to this Agreement recognize and agree that Price
Associates’ Payments to the Company under this Agreement represent compensation for administrative
services only and do not constitute payment in any manner for investment advisory services or for
costs of distribution of the Contracts or of Fund shares; and further, that these payments are not
otherwise related to investment advisory or distribution services or expenses, or administrative
services which Price Associates is required to provide to owners of the Contracts pursuant to the
terms thereof. You represent that you may legally receive the payments contemplated by this
Agreement.
7. Term. This Agreement shall remain in full force and effect for an initial term of one
year, and shall automatically renew for successive one-year periods unless either party notifies
the other upon 60-days written notice of its intent not to continue this agreement. This Agreement
and all obligations hereunder shall terminate automatically upon the redemption of the Company’s
and the Separate Account’s investment in the Fund, or upon termination of the Participation
Agreement.
8. Amendment. This Agreement may be amended only upon mutual agreement of the parties hereto
in writing.
9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original but all of which shall together constitute one and the same instrument.
10. Successors and Assigns. This letter Agreement shall bind and inure to the benefit
of and be enforceable by the parties and their respective successors and assigns.
Principal Life Insurance Company
Princor Financial Services Corporation
October 14, 2004
Page 4
Princor Financial Services Corporation
October 14, 2004
Page 4
If this Agreement is consistent with your understanding of the matters we discussed concerning
your administration services, kindly sign below and return a signed copy to us.
Very truly yours, X. XXXX PRICE ASSOCIATES, INC. |
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By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
Acknowledged and Agreed to:
PRINCIPAL LIFE INSURANCE COMPANY |
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By: | /s/ Xxxxxxx Crew | |||
Name: | Xxxxxxx Crew | |||
Title: | Director, Annuity Product Development | |||
PRINCOR FINANCIAL SERVICES CORPORATION |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President — Product Development |
SCHEDULE A-l
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) Principal Freedom Variable Annuity
|
(2) Survivorship Variable Universal Life Insurance | |
(3) Principal Investment Plus Variable Annuity
|
(3) Flexible Variable Life Insurance | |
(4) Principal Variable Universal Life Accumulator | ||
(5) Executive Variable Universal Life Accumulator | ||
(6) Benefit Variable Universal Life Accumulator | ||
(7) Principal Variable Universal Life Accumulator II | ||
(8) Principal Variable Universal Life Income |
SCHEDULE A-2
DESIGNATED PORTFOLIOS
X. Xxxx Price Blue Chip Growth Portfolio, VIP II Class
X. Xxxx Price Health Sciences Portfolio, VIP II Class
Pursuant to the Administrative Services Agreement, made and entered into as of the
14th day of October, 2004, by am among Principal Life Insurance Company,
Princor Financial Services Corporation, and X. Xxxx Price Associates, Inc., (collectively,
the “Parties”), the Parties do hereby agree to an amended Schedule A-2 as follows:
1. Schedule A-2 is amended to add the X. Xxxx Price Equity Income Portfolio II.
IN WITNESS THEREOF, each of the parties hereto has caused the Amendment to the
Participation Agreement to be executed in its name and on its behalf by its duly authorized
representative. The Amendment shall take effect as of the ______ day of November, 2005.
PRINCIPAL LIFE INSURANCE COMPANY |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Director — Product Development | |||
Date: 11/15/2005 | ||||
PRINCOR FINANCIAL SERVICES CORPORATION |
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By: | /s/ Illegible | |||
Name: | Illegible | |||
Title: | SVP | |||
Date: 11/28/05 | ||||
X. XXXX PRICE INVESTMENT SERVICES, INC. |
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By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | V.P. | |||
Date: 11/10/05 |
Contract # Tro — 06118-2005-11-28-Amd
SCHEDULE A-2
DESIGNATED PORTFOLIOS
X. Xxxx Price Blue Chip Growth Portfolio, VIP II Class
X. Xxxx Price Health Sciences Portfolio, VIP II Class
X. Xxxx Price Equity Income Portfolio, VIP II Class
11/09/05