AMENDMENT TO FUND PARTICIPATION AGREEMENT
The Fund Participation Agreement, dated as of March 26, 2001, between
Principal Life Insurance Company and Dreyfus Investment Portfolios (the
"Agreement") is hereby amended to add Dreyfus Variable Investment Fund and
Dreyfus Socially Responsible Growth Fund, Inc. as parties, as of the effective
date of this agreement, and as follows:
Exhibit A is hereby amended to read in its entirety as follows:
"EXHIBIT A
LIST OF PARTICIPATING FUNDS
DREYFUS INVESTMENT PORTFOLIOS
Founders Discovery Portfolio - Service Shares
Core Value Portfolio - Service Shares
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio - Service Shares
Quality Bond Portfolio - Service Shares
Small Cap Portfolio - Service Shares
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. - SERVICE SHARES
Article VI, Paragraph 6.1 of the Agreement, is hereby amended to read as
follows:
Insurance Company has reviewed a copy of (i) the amended order dated
February 5, 1998 of the Securities. and Exchange Commission under Section
6(c) of the Act with respect to Dreyfus Investment Portfolios and The
Dreyfus Socially Responsible Growth Fund, Inc.; and (ii) the order dated
December 31, 1997 of the Securities and Exchange Commission under section
6(c) of the Act with respect to Dreyfus Variable Investment Fund and, in
particular, has reviewed the conditions to the relief set forth in each
related Notice. As set forth therein, if Dreyfus Investment Portfolios,
Dreyfus Variable Investment Fund or Dreyfus Socially Responsible Growth
Fund, Inc. are a Participating Fund, Insurance Company agrees to report any
potential or existing conflicts of which it is aware promptly to the Board
of Dreyfus Investment Portfolios, Dreyfus Variable Investment Fund or The
Dreyfus Socially Responsible Fund, Inc. and, in particular, in the event
contract voting instructions are disregarded, Insurance Company will assist
the Board in carrying out its responsibilities under such Notice and Order
with a view to the interests of existing contract holders.
All other terms and provisions of the Agreement not amended hereby shall remain
in fill force and effect.
Effective Date: March 26, 2002
PRINCIPAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. House
Name: ▇▇▇▇▇ ▇. House
Title: Assistant Director
DREYFUS INVESTMENT PORTFOLIOS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
DREYFUS VARIABLE INVESTMENT FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
FUND PARTICIPATION AGREEMENT
This Agreement is entered into as of the 26th day of March, 2001, between
PRINCIPAL LiFE INSURANCE COMPANY, a life insurance company organized under the
laws of the State of Iowa ("Insurance Company"), and DREYFUS INVESTMENT
PORTFOLIOS (the "Fund").
ARTICLE I
DEFINITIONS
1.1 "Act" shall mean the Investment Company Act of 1940, as amended.
1.2 "Board" shall mean the Board of Directors or Trustees, as the case may be,
of a Fund, which has the responsibility for management and control of the
Fund.
1.3 "Business Day" shall mean any day for which a Fund calculates net asset
value per Share (as defined below) as described in the Fund's Prospectus.
1.4 "Commission" shall mean the Securities and Exchange Commission.
1.5 "Contract" shall mean a variable annuity or variable life insurance
contract that uses any Participating Fund (as defined below) as an
underlying investment medium. Individuals who participate under a group
Contract are "Participants."
1.6 "Contractholder" shall mean any entity that is a party to a Contract with a
Participating Company (as defined below).
1.7 "Disinterested Board Members" shall mean those members of the Board of a
Fund that are not deemed to be "interested persons" of the Fund, as defined
by the Act.
1.8 "Dreyfus" shall mean The Dreyfus Corporation and its affiliates, including
Dreyfus Service Corporation.
1.9 "Insurance Company's General Account(s)" shall mean the general account(s)
of Insurance Company and its affiliates that invest in Shares (as defined
below) of a Participating Fund.
1.10 "Participating Companies" shall mean any insurance company (including
Insurance Company) that offers variable annuity and/or variable life
insurance contracts to the public and that has entered into an agreement
with one or more of the Funds.
1.11 "Participating Fund" shall mean each Fund, including, as applicable, any
series thereof, specified in Exhibit A, as such Exhibit may be amended from
time to time by agreement of the parties hereto, the Shares (as defined
below) of which are available to serve as the underlying investment medium
for the aforesaid Contracts.
1.12 "Prospectus" shall mean the current prospectus and statement of additional
information of a Fund, relating to its Shares (as defined below), as most
recently filed with the Commission.
1.13 "Separate Account" shall mean those separate accounts established by
Insurance Company in accordance with the laws of the State of Iowa and
listed on Exhibit B to this Agreement.
1.14 "Shares" shall mean (i) each class of shares of a Participating Fund set
forth on Exhibit A next to the name of such Participating Fund, as such
Exhibit may be revised from time to time, or (ii) if no class of shares is
set forth on Exhibit A next to the name of such Participating Fund, the
shares of the Participating Fund.
1.15 "Software Program" shall mean the software program used by a Fund for
providing Fund and account balance information including net asset value
per Share. Such Program may include the Lion System. In situations where
the Lion System or any other Software Program used by a Fund is not
available, such information may be provided by telephone. The Lion System
shall be provided to Insurance Company at no charge.
ARTICLE II
REPRESENTATIONS
2.1 Insurance Company represents and warrants that (a) it is an insurance
company duly organized and in good standing under applicable law; (b) it
has legally and validly established the Separate Account pursuant to the
insurance laws of the State of Iowa and the regulations thereunder for the
purpose of offering to the public certain individual and group variable
annuity and variable life insurance contracts; (c) it has registered the
Separate Account as a unit investment trust under the Act to serve as a
segregated investment account for the Contracts; and (d) the Separate
Account is eligible to invest in Shares of each Participating Fund without
such investment disqualifying any Participating Fund as an investment
medium for insurance company separate accounts supporting variable annuity
contracts or variable life insurance contracts.
2.2 Insurance Company represents and warrants that (a) the Contracts will be
described in a registration statement filed under the Securities Act of
1933, as amended ("1933 Act"); (b) the Contracts will be issued and sold in
compliance in all material respects with all applicable federal and state
laws; and (c) the sale of the Contracts shall comply in all material
respects with state insurance law requirements. Insurance Company agrees to
notify each Participating Fund promptly of any investment restrictions
imposed by state insurance law and applicable to the Participating Fund.
2.3 Insurance Company represents and warrants that the income, gains and
losses, whether or not realized, from assets allocated to the Separate
Account are, in accordance with the applicable Contracts, to be credited to
or charged against such Separate Account without regard to other income,
gains or losses from assets allocated to any other accounts of Insurance
Company. Insurance Company represents and warrants that the assets of the
Separate Account are and will be kept separate from Insurance Company's
General Account and any other separate accounts Insurance Company may have,
and will not be charged with liabilities from any business that Insurance
Company may conduct or the liabilities of any companies affiliated with
Insurance Company.
2.4 Each Participating Fund represents that it is registered with the
Commission under the Act as an open-end, management investment company and
possesses, and shall maintain, all legal and regulatory licenses,
approvals, consents and/or exemptions required for the Participating Fund
to operate and offer its Shares as an underlying investment medium for
Participating Companies.
2.5 Each Participating Fund represents that it is currently qualified as a
regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), and that it will make every effort
to maintain such qualification (under Subchapter M or any successor or
similar provision) and that it will notify Insurance Company immediately
upon having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.
2.6 Insurance Company represents and agrees that the Contracts are currently,
and at the time of issuance will be, treated as life insurance policies or
annuity contracts, whichever is appropriate, under applicable provisions of
the Code, and that it will make every effort to maintain such treatment and
that it will notify each Participating Fund and Dreyfus immediately upon
having a reasonable basis for believing that the Contracts have ceased to
be so treated or that they might not be so treated in the future. Insurance
Company agrees that any prospectus offering a Contract that is a "modified
endowment contract," as that term is defined in Section 7702A of the Code,
will identify such Contract as a modified endowment contract (or policy).
2.7 Each Participating Fund agrees that its assets shall be managed and
invested in a manner that complies with the requirements of Section 8 17(h)
of the Code.
2.8 Insurance Company agrees that each Participating Fund shall be permitted
(subject to the other terms of this Agreement) to make its shares available
to other Participating Companies and Contractholders.
2.9 Each Participating Fund represents and warrants that any of its directors,
trustees, officers, employees, investment advisers, and other
individuals/entities who deal with the money and/or securities of the
Participating Fund are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the
Participating Fund in an amount not less than that required by Rule I 7g- 1
under the Act. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
2.10 Insurance Company represents and warrants that all of its employees and
agents who deal with the money and/or securities of each Participating Fund
are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage in an amount not less than the coverage required
to be maintained by the Participating Fund. The aforesaid Bond shall
include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.
2.11 Insurance Company agrees that Dreyfus shall be deemed a third party
beneficiary under this Agreement and may enforce any and all rights
conferred by virtue of this Agreement.
ARTICLE III
FUND SHARES
3.1 The Contracts funded through the Separate Account will permit the
investment of certain amounts in Shares of each Participating Fund.
3.2 Each Participating Fund agrees to make its Shares available for purchase at
the then applicable net asset value per Share by Insurance Company and the
Separate Account on each Business Day pursuant to rules of the Commission.
Notwithstanding the foregoing, each Participating Fund may refuse to sell
its Shares to any person, or suspend or terminate the offering of its
Shares, if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of its Board, acting in
good faith and in light of its fiduciary duties under federal and any
applicable state laws, necessary and in the best interests of the
Participating Fund's shareholders.
3.3 Each Participating Fund agrees that shares of the Participating Fund will
be sold only to (a) Participating Companies and their separate accounts or
(b) "qualified pension or retirement plans" as determined under Section
817(h)(4) of the Code. Except as otherwise set forth in this Section 3.3,
no shares of any Participating Fund will be sold to the general public.
3.4 Each Participating Fund shall use its best efforts to provide closing net
asset value, dividend and capital gain information on a per Share basis to
Insurance Company by 6:00 p.m. Eastern time on each Business Day. Any
material errors in the calculation of net asset value, dividend and capital
gain information shall be reported immediately upon discovery to Insurance
Company. Non-material errors will be corrected in the next Business Day's
net asset value per Share.
3.5 At the end of each Business Day, Insurance Company will use the information
described in Sections 3.2 and 3.4 to calculate the unit values of the
Separate Account for the day. Using this unit value, Insurance Company will
process the day's Separate Account transactions received by it by the close
of trading on the floor of the New York Stock Exchange (currently 4:00 p.m.
Eastern time) to determine the net dollar amount of the Shares of each
Participating Fund that will be purchased or redeemed at that day's closing
net asset value per Share. The net purchase or redemption orders will be
transmitted to each Participating Fund by Insurance Company by 11:00 a.m.
Eastern time on the Business Day next following Insurance Company's receipt
of that information.
3.6 Each Participating Fund appoints Insurance Company as its agent for the
limited purpose of accepting orders for the purchase and redemption of
Shares of the Participating Fund for the Separate Account. Each
Participating Fund will execute orders at the applicable net asset value
per Share determined as of the close of trading on the day of receipt of
such orders by Insurance Company acting as agent ("effective trade date"),
provided that the Participating Fund receives notice of such orders by
11:00 a.m. Eastern time on the next following Business Day and, if such
orders request the purchase of Shares of the Participating Fund, the
conditions specified in Section 3.8, as applicable, are satisfied. A
redemption or purchase request that does not satisfy the conditions
specified above and in Section 3.8, as applicable, will be effected at the
net asset value per Share computed on the Business Day immediately
preceding the next following Business Day upon which such conditions have
been satisfied in accordance with the requirements of this Section and
Section 3.8. Insurance Company represents and warrants that all orders
submitted by the Insurance Company for execution on the effective trade
date shall represent purchase or redemption orders received from
Contractholders prior to the close of trading on the New York Stock
Exchange on the effective trade date.
3.7 Insurance Company will make its best efforts to notify each applicable
Participating Fund in advance of any unusually large purchase or redemption
orders.
3.8 If Insurance Company's order requests the purchase of Shares of a
Participating Fund, Insurance Company will pay for such purchases by wiring
Federal Funds to the Participating Fund or its designated custodial account
on the day the order is transmitted. Insurance Company shall make
reasonable efforts to transmit to the applicable Participating Fund payment
in Federal Funds by 12:00 noon Eastern time on the Business Day the
Participating Fund receives the notice of the order pursuant to Section
3.5. Each applicable Participating Fund will execute such orders at the
applicable net asset value per Share determined as of the close of trading
on the effective trade date if the Participating Fund receives payment in
Federal Funds by 12:00 midnight Eastern time on the Business Day the
Participating Fund receives the notice of the order pursuant to Section
3.5. If payment in Federal Funds for any purchase is not received or is
received by a Participating Fund after 12:00 noon Eastern time on such
Business Day, Insurance Company shall promptly, upon each applicable
Participating Fund's request, reimburse the respective Participating Fund
for any charges, costs, fees, interest or other expenses incurred by the
Participating Fund in connection with any advances to, or borrowings or
overdrafts by, the Participating Fund, or any similar expenses incurred by
the Participating Fund, as a result of portfolio transactions effected by
the Participating Fund based upon such purchase request. If Insurance
Company's order requests the redemption of any Shares of a Participating
Fund valued at or greater than $1 million dollars, the Participating Fund
will wire such amount to Insurance Company within seven days of the order.
3.9 Each Participating Fund has the obligation to ensure that its Shares are
registered with applicable federal agencies at all times.
3.10 Each Participating Fund will confirm each purchase or redemption order made
by Insurance Company. Transfers of Shares of a Participating Fund will be
by book entry only. No share certificates will be issued to Insurance
Company. Insurance Company will record Shares ordered from a Participating
Fund in an appropriate title for the corresponding account.
3.11 Each Participating Fund shall credit Insurance Company with the appropriate
number of Shares.
3.12 On each ex-dividend date of a Participating Fund or, if not a Business Day,
on the first Business Day thereafter, each Participating Fund shall
communicate to Insurance Company the amount of dividend and capital gain,
if any, per Share. All dividends and capital gains shall be automatically
reinvested in additional Shares of the applicable Participating Fund at the
net asset value per Share on the ex-dividend date. Each Participating Fund
shall, on the day after the ex-dividend date or, if not a Business Day, on
the first Business Day thereafter, notify Insurance Company of the number
of Shares so issued.
ARTICLE IV
STATEMENTS AND REPORTS
4.1 Each Participating Fund shall provide monthly statements of account as of
the end of each month for all of Insurance Company's accounts by the
fifteenth (15th) Business Day of the following month.
4.2 Each Participating Fund shall distribute to Insurance Company copies of the
Participating Fund's Prospectuses, proxy materials, notices, periodic
reports and other printed materials (which the Participating Fund
customarily provides to the
holders of its Shares) in quantities as Insurance Company may reasonably
request for distribution to each Contractholder and Participant. Insurance
Company may elect to print the Participating Fund's prospectus and/or its
statement of additional information in combination with other fund
companies' prospectuses and statements of additional information, which are
also offered in Insurance Company's insurance product at its own cost. At
Insurance Company's request, the Participating Fund will provide, in lieu
of printed documents, camera-ready copy or diskette of prospectuses, annual
and semi-annual reports for printing by the Insurance Company.
4.3 Each Participating Fund will provide to Insurance Company at least one
complete copy of all registration statements, Prospectuses, reports, proxy
statements, sales literature and other promotional materials, applications
for exemptions, requests for no-action letters, and all amendments to any
of the above, that relate to the Participating Fund or its Shares (except
for such materials that are designed only for a class of shares of a
Participating Fund not offered to the Insurance Company pursuant to this
Agreement), contemporaneously with the filing of such document with the
Commission or other regulatory authorities.
4.4 Insurance Company will provide to each Participating Fund at least one copy
of all registration statements, Prospectuses, reports, proxy statements,
sales literature and other promotional materials, applications for
exemptions, requests for no- action letters, and all amendments to any of
the above, that relate to the Contracts or the Separate Account, promptly
after the filing of such document with the Commission.
4.5 Insurance Company will provide Participating Funds on a semi-annual basis,
or more frequently as reasonably requested by the Participating Funds, with
a current tabulation of the number of existing Variable Contract owners of
Insurance Company whose Variable Contract values are invested in the
Participating Funds. This tabulation will be sent to Participating Funds in
the form of a letter signed by a duly authorized officer of the Insurance
Company attesting to the accuracy of the information contained in the
letter.
ARTICLE V
EXPENSES
5.1 The charge to each Participating Fund for all expenses and costs of the
Participating Fund, including but not limited to management fees, Rule
12b-l fees, if any, administrative expenses and legal and regulatory costs,
will be included in the determination of the Participating Fund's daily net
asset value per Share.
5.2 Except as provided in Article IV and V, in particular in the next sentence,
Insurance Company shall not be required to pay directly any expenses of any
Participating Fund or expenses relating to the distribution of its Shares.
Insurance Company shall pay the following expenses or costs:
a. Such amount of the production expenses of any Participating Fund
materials, including the cost of printing a Participating Fund's
Prospectus, or marketing materials for prospective Insurance Company
Contractholders and Participants as Dreyfus and Insurance Company
shall agree from time to time.
b. Distribution expenses of any Participating Fund materials or
marketing materials for prospective Insurance Company Contractholders
and Participants.
c. Distribution expenses of any Participating Fund materials or
marketing materials for Insurance Company Contractholders and
Participants.
A Participating Fund's principal underwriter may pay Insurance Company, or
the broker-dealer acting as principal underwriter for the Insurance
Company's Contracts, for distribution and other services related to the
Shares of the Participating Fund pursuant to any distribution plan adopted
by the Participating Fund in accordance with Rule 12b-1 under the Act,
subject to the terms and conditions of an agreement between the
Participating Fund's principal underwriter and Insurance Company or the
principal underwriter for the Insurance Company's Contracts, as applicable,
related to such plan.
Except as expressly provided herein, all other expenses of each
Participating Fund shall not be borne by Insurance Company.
ARTICLE VI
EXEMPTIVE RELIEF
6.1 Insurance Company has reviewed a copy of the order dated February 5, 1998
of the Commission under Section 6(c) of the Act with respect to Dreyfus
Investment Portfolios (the "Order"), and, in particular, has reviewed the
conditions to the relief set forth in the Notice of Application for an
Order dated January 9, 1998 ("Notice"). As set forth in the Notice and
Order, if Dreyfus Investment Portfolios is a Participating Fund, Insurance
Company agrees to report any potential or existing conflicts of which it is
aware promptly to the Board of Dreyfus Investment Portfolios, and, in
particular, in the event contract voting instructions are disregarded,
Insurance Company will assist the Board in carrying out its
responsibilities under such Notice and Order.
6.2 If a majority of the Board, or a majority of Disinterested Board Members,
determines that a material irreconcilable conflict exists with regard to
Contractholder investments in a Participating Fund, the Board shall give
prompt notice to all Participating Companies and any other Participating
Fund. If the Board determines that Insurance Company is responsible for
causing or creating said conflict, Insurance Company shall at its sole cost
and expense, and to the extent reasonably practicable (as determined by a
majority of the Disinterested Board Members), take such action as is
necessary to remedy or eliminate the irreconcilable material conflict. Such
necessary action may include, but shall not be limited to:
a. Withdrawing the assets allocable to the Separate Account from the
Participating Fund and reinvesting such assets in another
Participating Fund (if applicable) or a different investment medium,
or submitting the question of whether such segregation should be
implemented to a vote of all affected Contractholders; and/or
b. Establishing a new registered management investment company.
6.3 If a material irreconcilable conflict arises as a result of a decision by
Insurance Company to disregard Contractholder voting instructions and said
decision represents a minority position or would preclude a majority vote
by all Contractholders having an interest in a Participating Fund,
Insurance Company may be required, at the Board's election, to withdraw the
investments of the Separate Account in that Participating Fund.
6.4 For the purpose of this Article, a majority of the Disinterested Board
Members shall determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no event will any
Participating Fund be required to bear the expense of establishing a new
funding medium for any Contract. Insurance Company shall not be required by
this Article to establish a new finding medium for any Contract if an offer
to do so has been declined by vote of a majority of the Contractholders
materially adversely affected by the irreconcilable material conflict.
6.5 No action by Insurance Company taken or omitted, and no action by the
Separate Account or any Participating Fund taken or omitted as a result of
any act or failure to act by Insurance Company pursuant to this Article VI,
shall relieve Insurance Company of its obligations under, or otherwise
affect the operation of, Article V.
ARTICLE VII
VOTING SHARES OF PARTICIPATING FUND
7.1 Each Participating Fund shall provide Insurance Company with copies, at no
cost to Insurance Company, of the Participating Fund's proxy materials,
reports to shareholders and other communications to shareholders (except
for such materials that are designed only for a class of shares of a
Participating Fund not offered to the Insurance Company pursuant to this
Agreement) in such quantity as Insurance Company shall reasonably require
for distributing to Contractholders or Participants.
Insurance Company shall:
(a) solicit voting instructions from Contractholders or Participants
on a timely basis and in accordance with applicable law;
(b) vote the Shares of the Participating Fund in accordance with
instructions received from Contractholders or Participants; and
(c) vote the Shares of the Participating Fund for which no
instructions have been received in the same proportion as Shares of
the Participating Fund for which instructions have been received.
Insurance Company further agrees to be responsible for assuring that voting
the Shares of the Participating Fund for the Separate Account is conducted
in a manner consistent with other Participating Companies.
7.2 Insurance Company agrees that it shall not, without the prior written
consent of each applicable Participating Fund and Dreyfus, solicit, induce
or encourage Contractholders to change or supplement the Participating
Fund's current investment adviser.
ARTICLE VIII
MARKETiNG AND REPRESENTATIONS
8.1 Each Participating Fund or its principal underwriter shall periodically
furnish Insurance Company with the following documents relating to the
Shares of the Participating Fund, in quantities as Insurance Company may
reasonably request:
a. Current Prospectus and any supplements thereto; and
b. Other marketing materials.
Expenses for the production of such documents shall be allocated in
accordance with Section 5.2 of this Agreement.
8.2 Insurance Company shall designate certain persons or entities that shall
have the requisite licenses to solicit applications for the sale of
Contracts. No representation is made as to the number or amount of
Contracts that are to be sold by Insurance Company. Insurance Company shall
make reasonable efforts to market the Contracts and shall comply with all
applicable federal and state laws in connection therewith.
8.3 Insurance Company shall furnish, or shall cause to be furnished, to each
applicable Participating Fund or its designee, each piece of sales
literature or other promotional material in which the Participating Fund,
its investment adviser or the administrator is named, at least ten Business
Days prior to its use. No such material shall be used unless the
Participating Fund or its designee approves such material. Such approval
(if given) must be in writing and shall be presumed not given if not
received within ten Business Days after receipt of such material. Each
applicable Participating Fund or its designee, as the case may be, shall
use all reasonable efforts to respond within ten days of receipt.
8.4 Insurance Company shall not give any information or make any
representations or statements on behalf of a Participating Fund or
concerning a Participating Fund in connection with the sale of the
Contracts other than the information or representations contained in the
registration statement or Prospectus of, as may be amended or supplemented
from time to time, or in reports or proxy statements for, the applicable
Participating Fund, or in sales literature or other promotional material
approved by the applicable Participating Fund.
8.5 Each Participating Fund shall furnish, or shall cause to be furnished, to
Insurance Company, each piece of the Participating Fund's sales literature
or other promotional material in which Insurance Company or the Separate
Account is named, at least ten Business Days prior to its use. No such
material shall be used unless Insurance Company approves such material.
Such approval (if given) must be in writing and shall be presumed not given
if not received within ten Business Days after receipt of such material.
Insurance Company shall use all reasonable efforts to respond within ten
days of receipt.
8.6 Each Participating Fund shall not, in connection with the sale of Shares of
the Participating Fund, give any information or make any representations on
behalf of Insurance Company or concerning Insurance Company, the Separate
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as
may be amended or supplemented from time to time, or in published reports
for the Separate Account that are in the public domain or approved by
Insurance Company for distribution to Contractholders or Participants, or
in sales literature or other promotional material approved by Insurance
Company.
8.7 For purposes of this Agreement, the phrase "sales literature or other
promotional material" or words of similar import include, without
limitation, advertisements (such as material published, or designed for
use, in a newspaper, magazine or other periodical, radio, television,
telephone or tape recording, videotape display, signs or billboards, motion
pictures or other public media), sales literature (such as any written
communication distributed or made generally available to customers or the
public, including brochures, circulars, research reports, market letters,
form letters, seminar texts, or reprints or excerpts of any other
advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, statements of additional information, shareholder reports and
proxy materials, and any other material constituting sales literature or
advertising under National Association of Securities Dealers, Inc. rules,
the Act or the ▇▇▇▇ ▇▇▇.
8.8 Insurance Company represents and warrants that its General Account does not
hold shares of any Participating Fund.
ARTICLE IX
INDEMNIFICATION
9.1 Insurance Company agrees to indemnify and hold harmless each Participating
Fund, Dreyfus, each respective Participating Fund's investment adviser and
sub- investment adviser (if applicable), each respective Participating
Fund's distributor, and their respective affiliates, and each of their
directors, trustees, officers, employees, agents and each person, if any,
who controls or is associated with any of the foregoing entities or persons
within the meaning of the 1933 Act (collectively, the "Indemnified Parties"
for purposes of Section 9.1), against any and all losses, claims, damages
or liabilities joint or several (including any investigative, legal and
other expenses reasonably incurred in connection with, and any amounts paid
in settlement of, any action, suit or proceeding or any claim asserted) for
which the Indemnified Parties may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) (i) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in
information furnished by Insurance Company for use in the registration
statement or Prospectus or sales literature or advertisements of the
respective Participating Fund or with respect to the Separate Account or
Contracts, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) arise out of
or as a result of conduct, statements or representations (other than
statements or representations contained in the Prospectus and sales
literature or advertisements of the respective Participating Fund) of
Insurance Company or its agents, with respect to the sale and distribution
of Contracts for which the Shares of the respective Participating Fund are
an underlying investment; (iii) arise out of the wrongful conduct of
Insurance Company or persons under its control with respect to the sale or
distribution of the Contracts or the Shares of the respective Participating
Fund; (iv) arise out of Insurance Company's incorrect calculation and/or
untimely reporting of net purchase or redemption orders; or (v) arise out
of any breach by Insurance Company of a material term of this Agreement or
as a result of any failure by Insurance Company to provide the services and
furnish the materials or to make any payments provided for in this
Agreement. Insurance Company will reimburse any Indemnified Party in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that with respect to clauses (i)
and (ii) above Insurance Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or omission
or alleged omission made in such registration statement, prospectus, sales
literature, or advertisement in conformity with written information
furnished to Insurance Company by the respective Participating Fund
specifically for use therein. This indemnity agreement will be in addition
to any liability which Insurance Company may otherwise have.
9.2 Each Participating Fund severally agrees to indemnify and hold harmless
Insurance Company and each of its directors, officers, employees, agents
and each person, if any, who controls Insurance Company within the meaning
of the 1933 Act against any losses, claims, damages or liabilities to which
Insurance Company or any such director, officer, employee, agent or
controlling person may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (I) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement or Prospectus or sales literature or advertisements of the
respective Participating Fund; (ii) arise out of or are based upon the
omission to state in the registration statement or Prospectus or sales
literature or advertisements of the respective Participating Fund any
material fact required to be stated therein or necessary to make the
statements therein not misleading; or (iii) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in the registration statement or Prospectus or sales literature
or advertisements with respect to the Separate Account or the Contracts and
such statements were based on information provided to Insurance Company by
the respective Participating Fund; and the respective Participating Fund
will reimburse any legal or other expenses reasonably incurred by Insurance
Company or any such director, officer, employee, agent or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the respective
Participating Fund will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or omission or alleged omission made in such registration
statement, Prospectus, sales literature or advertisements in conformity
with written information furnished to the respective Participating Fund by
Insurance Company specifically for use therein. This indemnity agreement
will be in addition to any liability which the respective Participating
Fund may otherwise have.
9.3 Each Participating Fund severally shall indemnify and hold Insurance
Company harmless against any and all liability, loss, damages, costs or
expenses which Insurance Company may incur, suffer or be required to pay
due to the respective Participating Fund's (i) incorrect calculation of the
daily net asset value, dividend rate or capital gain distribution rate;
(ii) incorrect reporting of the daily net asset value, dividend rate or
capital gain distribution rate; and (iii) untimely reporting of the net
asset value, dividend rate or capital gain distribution rate; provided that
the respective Participating Fund shall have no obligation to indemnify and
hold harmless Insurance Company if the incorrect calculation or incorrect
or untimely reporting was the result of incorrect information furnished by
Insurance Company or information furnished untimely by Insurance Company or
otherwise as a result of or relating to a breach of this Agreement by
Insurance Company.
9.4 Promptly after receipt by an indemnified party under this Article of notice
of the commencement of any action, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party under this
Article, notify the indemnifying party of the commencement thereof. The
omission to so notify the indemnifying party will not relieve the
indemnifying party from any liability under this Article IX, except to the
extent that the omission results in a failure of actual notice to the
indemnifying party and such indemnifying party is damaged as a result of
the failure to give such notice. In case any such action is brought against
any indemnified party, and it notified the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, assume the defense
thereof, with counsel satisfactory to such indemnified party, and to the
extent that the indemnifying party has given notice to such effect to the
indemnified party and is performing its obligations under this Article, the
indemnifying party shall not be liable for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof, other than reasonable costs of investigation.
Notwithstanding the foregoing, in any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The indemnifying party shall
not be liable for any settlement of any proceeding effected without its
written consent.
A successor by law of the parties to this Agreement shall be entitled to
the benefits of the indemnification contained in this Article IX. The
provisions of this Article IX shall survive termination of this Agreement.
9.5 Insurance Company shall indemnify and hold each respective Participating
Fund, Dreyfus and sub-investment adviser of the Participating Fund harmless
against any tax liability incurred by the Participating Fund under Section
851 of the Code arising from purchases or redemptions by the account(s) of
Insurance Company's affiliates.
ARTICLE X
COMMENCEMENT AND TERMINATION
10.1 This Agreement shall be effective as of the date hereof and shall continue
in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate without penalty:
a. As to any Participating Fund, at the option of Insurance Company or
the Participating Fund at any time from the date hereof upon 180 days'
notice, unless a shorter time is agreed to by the respective
Participating Fund and Insurance Company;
b. As to any Participating Fund, at the option of Insurance Company, if
Shares of that Participating Fund are not reasonably available to meet
the requirements of the Contracts as determined by Insurance Company.
Prompt notice of election to terminate shall be furnished by Insurance
Company, said termination to be effective five business days after
receipt of notice unless the Participating Fund makes available a
sufficient number of Shares to meet the requirements of the Contracts
within said five business day period;
c. As to a Participating Fund, at the option of Insurance Company, upon
the institution of formal proceedings against that Participating Fund
by the Commission, National Association of Securities Dealers or any
other regulatory body, the expected or anticipated ruling, judgment or
outcome of which would, in Insurance Company's reasonable judgment,
materially impair that Participating Fund's ability to meet and
perform the Participating Fund's obligations and duties hereunder.
Prompt notice of election to terminate shall be furnished by Insurance
Company with said termination to be effective upon receipt of notice;
d. As to a Participating Fund, at the option of each Participating Fund,
upon the institution of formal proceedings against Insurance Company
by the Commission, National Association of Securities Dealers or any
other regulatory body, the expected or anticipated ruling, judgment or
outcome of which would, in the Participating Fund's reasonable
judgment, materially impair Insurance Company's ability to meet and
perform Insurance Company's obligations and duties hereunder. Prompt
notice of election to terminate shall be furnished by such
Participating Fund with said termination to be effective upon receipt
of notice;
e. As to a Participating Fund, at the option of that Participating Fund,
if the Participating Fund shall determine, in its sole judgment
reasonably exercised in good faith, that Insurance Company has
suffered a material adverse change in its business or financial
condition or is the subject of
material adverse publicity and such material adverse change or
material adverse publicity is likely to have a material adverse impact
upon the business and operation of that Participating Fund or Dreyfus,
such Participating Fund shall notify Insurance Company in writing of
such determination and its intent to terminate this Agreement, and
after considering the actions taken by Insurance Company and any other
changes in circumstances since the giving of such notice, such
determination of the Participating Fund shall continue to apply on the
sixtieth (60th) day following the giving of such notice, which
sixtieth day shall be the effective date of termination;
f. As to a Participating Fund, at the option of Insurance Company, if
Insurance Company shall determine, in its sole judgment reasonably
exercised in good faith that the Participating Fund has suffered a
material adverse change in its business or financial condition or is
the subject of material adverse publicity and such material adverse
change or material adverse publicity is likely to have a material
adverse impact upon the business and operations of Insurance Company
or its Separate Account, the Insurance Company shall notify the
Participating Fund in writing of such determination and its intent to
terminate this Agreement, and after considering the actions taken by
the Participating Fund and any other changes in circumstances since
the giving of such notice, such determination of Insurance Company
shall continue to apply to the sixtieth (60th) day following the
giving of such notice, which sixtieth day shall be the effective date
of termination;
g. As to a Participating Fund, upon termination of the Investment
Advisory Agreement between that Participating Fund and Dreyfus or its
successors unless Insurance Company specifically approves the
selection of a new Participating Fund investment adviser. Such
Participating Fund shall promptly furnish notice of such termination
to Insurance Company;
h. As to a Participating Fund, in the event that Shares of the
Participating Fund are not registered, issued or sold in accordance
with applicable federal law, or such law precludes the use of such
Shares as the underlying investment medium of Contracts issued or to
be issued by Insurance Company. Termination shall be effective
immediately as to that Participating Fund only upon such occurrence
without notice;
i. At the option of a Participating Fund upon a determination by its
Board in good faith that it is no longer advisable and in the best
interests of shareholders of that Participating Fund to continue to
operate pursuant to this Agreement. Termination pursuant to this
Subsection (i) shall be effective upon notice by such Participating
Fund to Insurance Company of such termination;
j. At the option of a Participating Fund if the Contracts cease to
qualify as annuity contracts or life insurance policies, as
applicable, under the Code, or if such Participating Fund reasonably
believes that the Contracts may fail to so qualify;
k. At the option of any party to this Agreement, upon another party's
breach of any material provision of this Agreement;
l. At the option of a Participating Fund, if the Contracts are not
registered, issued or sold in accordance with applicable federal
and/or state law; or
m. Upon assignment of this Agreement, unless made with the written
consent of every other non-assigning party.
Any such termination pursuant to Section 10.2a, l0.2d, 10.2e, 10.2f or
10.2k herein shall not affect the operation of Article V of this Agreement.
Any termination of this Agreement shall not affect the operation of Article
IX of this Agreement.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2
hereof, each Participating Fund and Dreyfus may, at the option of the
Participating Fund, continue to make available additional Shares of that
Participating Fund for as long as the Participating Fund desires pursuant
to the terms and conditions of this Agreement as provided below, for all
Contracts in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically, without
limitation, if that Participating Fund and Dreyfus so elect to make
additional Shares of the Participating Fund available, the owners of the
Existing Contracts or Insurance Company, whichever shall have legal
authority to do so, shall be permitted to reallocate investments in that
Participating Fund, redeem investments in that Participating Fund and/or
invest in that Participating Fund upon the making of additional purchase
payments under the Existing Contracts. In the event of a termination of
this Agreement pursuant to Section 10.2 hereof, such Participating Fund and
Dreyfus, as promptly as is practicable under the circumstances, shall
notify Insurance Company whether Dreyfus and that Participating Fund will
continue to make Shares of that Participating Fund available after such
termination. If such Shares of the Participating Fund continue to be made
available after such termination, the provisions of this Agreement shall
remain in effect and thereafter either of that Participating Fund or
Insurance Company may terminate the Agreement as to that Participating
Fund, as so continued pursuant to this Section 10.3, upon prior written
notice to the other party, such notice to be for a period that is
reasonable under the circumstances but, if given by the Participating Fund,
need not be for more than six months.
10.4 Termination of this Agreement as to any one Participating Fund shall not be
deemed a termination as to any other Participating Fund unless Insurance
Company or such other Participating Fund, as the case may be, terminates
this Agreement as to such other Participating Fund in accordance with this
Article X.
ARTICLE XI
AMENDMENTS
11.1 Any changes in the terms of this Agreement, except for the addition or
deletion of any Participating Fund or class of Shares of a Participating
Fund as specified in Exhibit A, shall be made by agreement in writing
between Insurance Company and each respective Participating Fund.
ARTICLE XII
NOTICE
12.1 Each notice required by this Agreement shall be in writing (and shall be
deemed to have been duly given upon receipt) by delivery in person, by
facsimile, by registered or certified mail or by overnight delivery
postage prepaid, return receipt requested), to the appropriate parties at
the following addresses:
Insurance Company: Principal Life Insurance Company
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Attn: ▇▇▇▇▇ ▇▇▇▇▇, Counsel
Participating Funds: [Name of Fund]
do The Dreyfus Corporation
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Attn: General Counsel
with copies to: Stroock & Stroock & ▇▇▇▇▇ LLP
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Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Founders Asset Management LLC
Legal Department
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ARTICLE XIII
MISCELLANEOUS
13.1 This Agreement has been executed on behalf of each Fund by the undersigned
officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any director, trustee,
officer or shareholder of the Fund individually. It is agreed that the
obligations of the Funds are several and not joint, that no Fund shall be
liable for any amount owing by another Fund and that the Funds have
executed one instrument for convenience only.
ARTICLE XIV
LAW
14.1 This Agreement shall be construed in accordance with the internal laws of
the State of New York, without giving effect to principles of conflict of
laws.
ARTICLE XV
FOREIGN TAX CREDITS
15.1 Each Participating Fund agrees to consult in advance with Insurance Company
concerning any decision to elect or not to pass through the benefit of any
foreign tax credits to the Participating Fund's shareholders pursuant to
Section 853 of the Code.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be duly
executed and attested as of the date first above written.
PRINCIPAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its: Assistant Director
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
DREYFUS INVESTMENT PORTFOLIOS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its:
Attest:
EXHIBIT A
LIST OF PARTICIPATING FUNDS
Fund Name Share Class
Dreyfus Investment Portfolios Service Shares
Founders Discovery Portfolio
EXHIBIT B
ACCOUNTS OF INSURANCE COMPANY
1. Principal Life Insurance Company Separate Account B
2. Principal Life Insurance Company Variable Life Separate Account
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT effective as of the 26th day of March 2002 by and between THE
DREYFUS CORPORATION ("Dreyfus"), a New York corporation, and PRINCIPAL LIFE
INSURANCE COMPANY ("Client"), an Iowa corporation.
WITNESSETH:
WHEREAS, each of the investment companies listed on Schedule A hereto, as such
Schedule may be amended from time to time (each, a "Fund" and collectively, the
"Dreyfus Funds"), is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, Client has entered into a Fund Participation Agreement (the
"Participation Agreement") with each Funds listed on Schedule A hereto; and
WHEREAS, Dreyfus provides investment advisory and/or administrative services to
the Dreyfus Funds; and
WHEREAS, Dreyfus Services Corporation ("DSC") is the distributor for the Dreyfus
Funds; and
WHEREAS, the parties hereto have agreed to arrange separately for the
performance of sub-accounting services for those owners of Client's variable
life or variable annuity contracts ("Client Customers") who allocate their
investments to subaccounts that correspond with the Client's purchase of a class
of Fund shares designated next to the name of a Fund on Schedule A hereto, or,
if a Fund does not offer multiple classes of shares, the shares of the Fund
(collectively, "Fund Shares"); and
WHEREAS, Dreyfus desires Client to perform such services and Client is willing
and able to furnish such services on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:
1. Client agrees to perform the administrative services specified in Exhibit A
hereto (the "Administrative Services") for the benefit of Client Customers who
allocate their investments to subaccounts of variable life and/or annuity
contracts that correspond with the Client's purchase of Fund Shares. Client will
purchase Fund Shares for such sub accounts of the separate accounts that fund
certain variable annuity and/or variable life contracts. The Fund Shares will be
held in these separate accounts and will be referred to as the "Master Account."
2. Client represents and agrees that it will maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to the Administrative Services. Upon the request of
Dreyfus or its representatives, Client shall provide copies (at Dreyfus's
expense) of all the historical records relating to transactions by Client
Customers in the subaccounts which correspond with Fund Shares purchased through
the Master Account, and written communications regarding the Fund(s) to or from
such Client Customers and other materials, in each case as may reasonably be
requested to enable Dreyfus or its representatives, including without limitation
its auditors, legal counsel or distributor, to monitor and review the
Administrative Services, or to comply with any request of the board of
directors, or trustees or general partners (collectively, the "Directors") of
any Fund or of a governmental body, self-regulatory organization or a
shareholder. Client agrees that it will permit Dreyfus, the Dreyfus Funds or
their representatives to have reasonable access to its personnel and records in
order to facilitate the monitoring of the quality of the Administrative
Services.
3. Client may, with the consent of Dreyfus, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of Client required by this Agreement, provided that
Client shall be fully responsible for the acts and omissions of such other
parties.
4. Client hereby agrees to notify Dreyfus promptly if for any reason it is
unable to perform fully and promptly any of its obligations under this
Agreement.
5. Client represents and warrants that it will only purchase Fund Shares for the
purpose of funding the subaccounts of its separate accounts. Client represents
and warrants that it will not vote such Fund Shares registered in its name or
the name of its separate accounts on its own behalf (so long as the Securities
and Exchange Commission requires pass-through voting.) Client further represents
that it is not registered as a broker-dealer under the Securities Exchange Act
of 1934, as amended (the "1934 Act"), or any applicable state securities laws
nor as a transfer agent under the 1934 Act nor is it required to be so
registered to enter into or perform the Administrative Services contemplated
under this Agreement.
6. The provisions of this Agreement shall in no way limit the authority of
Dreyfus, any Dreyfus Fund or DSC to take such action as any of such parties may
deem appropriate or advisable in connection with all matters relating to the
operations of any of such Funds and/or sale of Fund Shares.
7. In consideration of the performance of the Administrative Services by Client,
Dreyfus agrees to pay Client a monthly fee at an annual rate which shall equal
the percentage value, as set forth in Schedule A, of the average daily net
assets attributable to Fund Shares maintained in the Master Account for Client
Customers. Payment shall be made within 30 days following the end of each month.
8. Client shall indemnify and hold harmless the Dreyfus Funds, Dreyfus, DSC, and
each of their respective officers, directors, trustees, employees and agents
from and against any and all losses, claims, damages, expenses, or liabilities
that any one or more of them may incur, including without limitation reasonable
attorneys' fees, expenses and costs, arising out of or related to the
performance or non-performance of Client of its responsibilities under this
Agreement.
9. This Agreement may be terminated without penalty at any time by Client or by
Dreyfus as to all of the Dreyfus Funds collectively, upon 180 days written
notice to the other party. The provisions of paragraph 2 and paragraph 8 shall
continue in full force and effect after termination of this Agreement.
Notwithstanding the foregoing, this Agreement shall not require Client to
preserve any records (in any medium or format) relating to this Agreement beyond
the time periods otherwise required by the laws to which Client or the Dreyfus
Funds are subject provided that such records shall be offered to the Dreyfus
Funds in the event Client decides to no longer preserve such records following
such time periods.
10. After the date of any termination of this Agreement in accordance with
paragraph 9, no fee will be due with respect to Fund Shares first placed in the
Master Account for Client Customers after the date of such termination. However,
notwithstanding any such termination, Dreyfus will remain obligated to pay
Client the fee specified in paragraph 7 with respect to the Fund Shares
maintained in the Master Account as of the date of such termination, for so long
as such Fund Shares are held in the Master Account and Client continues to
provide the Administrative Services with respect to such Fund Shares in
conformity with this Agreement. This Agreement, or any provision hereof, shall
survive termination to the extent necessary for each party to perform its
obligations with respect to Fund Shares for which a fee continues to be due
subsequent to such termination.
11. Dreyfus may add to the Dreyfus Funds any other investment company for which
Dreyfus serves as investment adviser or administrator by giving written notice
to Client that it has elected to do so.
12. Client understands and agrees that the obligations of Dreyfus under this
Agreement are not binding upon any of the Dreyfus Funds, or upon any of their
Board Members or upon. any shareholder of any of the Funds.
13. It is understood and agreed that in performing the services under this
Agreement Client, acting in its capacity described herein, shall at no time be
acting as an agent for Dreyfus, or DSC or any of the Dreyfus Funds. Client
agrees, and agrees to cause its agents, not to make any representations
concerning a Fund except those contained in the Fund's then-current prospectus
or in current sales literature furnished by the Fund, Dreyfus or DSC to Client.
14. This Agreement, including the provisions set forth herein in paragraph 7,
may only be amended pursuant to a written instrument signed by each party. This
Agreement may not be assigned by a party hereto, by operation of law or
otherwise, without the prior, written consent of the other party.
15. This Agreement shall be governed by the laws of the State of New York,
without giving effect to the principles of conflicts of law of such
jurisdiction.
16. This Agreement, including its Exhibit and Schedule, constitutes the entire
agreement between the parties with respect to the matters dealt with herein, and
supersedes any previous agreements and documents with respect to such matters.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
PRINCIPAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. House
Authorized Signatory
▇▇▇▇▇ ▇. House, Assistant Director
Print or Type Name
THE DREYFUS CORPQR4TION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Authorized Signatory
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Print or Type Name
SCHEDULE A
Fund Name Share Class Fee at an Annual Rate as a
Percentage of the Average
Daily Net Asset Value of
Fund Shares (held on Behalf
of Client Customers)
Dreyfus Investment Portfolios
Core Value Portfolio Service Shares 10 basis points
Dreyfus Variable Investment Fund
Appreciation Portfolio Service Shares 10 basis points
Quality Bond Portfolio Service Shares 10 basis points
Small Cap Portfolio Service Shares 10 basis points
The Dreyfus Socially Responsible
Growth Fund Service Shares 10 basis points
EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, Client shall perform
the following Administrative Services, to the extent such services are not
otherwise provided to Client Customers in accordance with a Fund's Rule 12b-l
Plan and agreement thereunder:
1. Maintain separate records for each Client Customer, which records shall
reflect units purchased and redeemed and unit values of the subaccounts which
correspond with Fund Shares purchased by Client's separate account. Client shall
also maintain records of the Client's separate account which reflect the total
Fund Shares purchased and redeemed and the Client's separate account's Fund
Share balance. Client shall maintain the Master Account with the transfer agent
of the Fund on behalf of the Client's separate account and such Master Account
shall be in the name of Client or the separate account as the record owner of
Fund Shares.
2. For each Fund, disburse or credit to Client Customers all proceeds of
redemptions of Fund Shares and all dividends and other distributions not
reinvested in Fund Shares.
3. Prepare and transmit to Client Customers periodic account statements showing
the total number of Fund Shares owned by the Customer as of the statement
closing date, purchases and redemptions of Fund Shares by the Customer during
the period covered by the statement, and the dividends and other distributions
paid to the Customer during the statement period (whether paid in cash or
reinvested in Fund Shares).
4. Transmit to Client Customers proxy materials and reports and other
information received by Client from any of the Dreyfus Funds and required to be
sent to shareholders under the federal securities laws and, upon request of the
Fund's transfer agent, transmit to Client Customers material Fund communications
deemed by the Fund, through its Directors or other similar governing body, to be
necessary and proper for receipt by all Fund beneficial shareholders.
5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Client Customers.
March 26,2002
Dreyfus Service Corporation
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Gentlemen:
We at Principal Life Insurance Company ("Principal Life") wish to enter into an
Agreement with Dreyfus Service Corporation ("Dreyfus") with respect to our
providing distribution, advertising and marketing assistance and shareholder
services relating to the Service shares of each series of the management
investment companies (each a "Fund") set forth on Schedule A hereto, as such
Schedule may be revised from time to time. Dreyfus is the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"), and
the exclusive agent for the continuous distribution of shares of the Funds
pursuant to the terms of a Distribution Agreement between Dreyfus and the Fund.
The terms and conditions of this Agreement are as follows:
1. We agree to provide distribution, advertising and marketing assistance
relating to the Service shares of the Funds and shareholder services for
the benefit of owners of variable annuity contracts and variable life
insurance policies (together, "variable insurance products") we issue
through our separate accounts that invest in the Service shares of the
Funds ("owners"), which separate accounts are set forth on Schedule B
hereto, as such Schedule may be revised from time to time. Such services
may include, without limitation: answering owner inquiries about the Funds;
establishing information interfaces and websites and internal systems for
Service shares; providing assistance and support with regard to the
training of owner relationship personnel and sales agents; providing
statements and/or reports showing tax, performance, owner account and other
information relating to Service shares; providing portfolio manager
commentaries to owners and other interested parties; and providing such
other information and services as you reasonably may request, to the extent
we are permitted by applicable statute, rule or regulation. If we are
restricted or unable to provide the services contemplated above, we agree
not to perform such services and not to accept fees therefor. Our
acceptance of any fees hereunder shall constitute our representation (which
shall survive any payment of such fees and any termination of this
Agreement and shall be reaffirmed each time we accept a fee hereunder) that
our receipt of such fee is lawful.
2. We shall provide such office space and equipment, telephone facilities and
personnel as are necessary or beneficial for providing the services
described in Paragraph 1 of this Agreement.
3. We agree that neither Principal Life nor any of its employees or agents are
authorized to make any representation concerning any Fund, except those
contained in the then current Prospectus furnished to Principal Life by
Dreyfus or the Fund, or in such supplemental
literature or advertising materials as may be authorized by Dreyfus or the
Fund in writing.
4. This Agreement is an agreement entered into pursuant to the Fund's
Distribution Plan ("Plan") adopted pursuant to Rule 12b-1 under the Act,
and shall become effective for a Fund only when approved by a vote of a
majority of (i) the Fund's Board of Directors or Trustees, as the case may
be (collectively "Directors," individually "Director"), and (ii) Directors
who are not "interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in this Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
5. As to each Fund, this Agreement shall continue until the last day of the
calendar year next following the date of execution, and thereafter shall
continue automatically for successive annual periods ending on the last day
of each calendar year, providing such continuance is approved specifically
at least annually by a vote of a majority of (i) the Fund's Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval.
6. (a) As to each Fund, this Agreement is terminable without penalty, at any
time, by vote of a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement or, upon not more than 60 days' written notice,
by vote of holders of a majority of the Fund's outstanding Service shares.
As. to each Fund, this Agreement is terminable without penalty upon 15
days' notice by either party. In addition, Dreyfus may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if Dreyfus ceases to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if the Distribution Plan adopted
by the Fund is terminated by the Fund's Board, or the Distribution Plan, or
any part thereof, is found invalid or is ordered terminated by any
regulatory or judicial authority, or we fail to perform the distribution,
advertising, marketing and shareholder servicing functions contemplated
herein as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically, as to the relevant Fund, in the event of its
assignment (as defined in the Act).
(b) This Agreement shall become effective only when accepted and signed by
Dreyfus and when the conditions in Paragraph 4 of this Agreement are
satisfied. This Agreement may be amended in a writing executed by Principal
Life and Dreyfus. This Agreement constitutes the entire agreement and
understanding between the parties hereto relating to the subject matter
hereof and supersedes any and all prior agreements between the parties
hereto relating to the subject matter hereof.
7. In consideration of the services and facilities described herein, Principal
Life shall be entitled to receive, and Dreyfus agrees to pay Principal Life
with respect to each Fund, the fees set forth opposite the Fund's name on
Schedule A Any fees paid pursuant
to this Agreement shall be paid only so long as this Agreement, the Plan
and the Participation Agreement between the Fund and Principal Life are in
effect. We agree that no Director, officer or shareholder of the Fund shall
be liable individually for the performance of the obligations hereunder or
for any such payments.
8. Each party hereby represents and warrants to the other party that: (a) it
is a corporation, partnership or other entity duly organized and validly
existing in good standing under the laws of the jurisdiction in which it
was organized; (b) it will comply with all applicable federal and state
laws, and the rules, regulations, requirements and conditions of all
applicable regulatory and self-regulatory agencies or authorities in the
performance of its duties and responsibilities hereunder; (c) the execution
and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly authorized by all necessary action, and
all other authorizations and approvals (if any) required for its lawful
execution and delivery of this Agreement and its performance hereunder have
been obtained; and (d) upon execution and delivery by it, and assuming due
and valid execution and delivery by the other party, this Agreement will
constitute a valid and binding agreement, enforceable in accordance with
its terms.
9. We represent and warrant that the services Principal agrees to render under
this Agreement are not services for which we deduct fees and charges under
the variable insurance products investing in the Service shares or for
which we are paid compensation pursuant to another arrangement.
10. Principal Life agrees to provide to you and each applicable Fund such
information relating to Principal Life's services hereunder as may be
required to be maintained by you and/or such Fund under applicable federal
or state laws, and the rules, regulations, requirements or conditions of
applicable regulatory and self-regulatory agencies or authorities.
11. (a) Principal Life agrees to indemnify and hold harmless you and your
officers and directors, and each Fund and its Directors and any person who
controls you and/or the Fund within the meaning of Section 15 of the
Securities Act of 1933, as amended, from any and all loss, liability and
expense resulting from Principal Life's gross negligence or willful
wrongful acts under this Agreement, except to the extent such loss,
liability or expense is the result of your willful misfeasance, bad faith
or gross negligence in the performance of your duties, or by reason of the
reckless disregard of your obligations and duties under this Agreement.
(b) You agree to indemnify and hold us and our officers and directors
harmless from any and all loss, liability and expense resulting from your
gross negligence or willful wrongful acts under this Agreement, except to
the extent such loss, liability or expense is the result of our willful
misfeasance, bad faith or gross negligence in the performance of our
duties, or by reason of our reckless disregard of our obligations and
duties under this Agreement.
12. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture
between us. Neither party hereto shall be, act as, or represent itself as,
the agent or representative of the other, nor shall either party have the
right or authority to assume, create or incur any liability, or any
obligation of any kind, express or implied, against or in the name of, or
on behalf of, the other party.
13. All notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery or by postage
prepaid, registered or certified United States first class mail, return
receipt requested, or by telecopier, telex, telegram or similar means of
same day delivery (with a confirming copy by mail as provided herein).
Unless otherwise notified in writing, all notices to you shall be given or
sent to you at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
General Counsel, and all notices to us shall be given or sent to us at our
address, as set forth herein:
Principal Life Insurance Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Counsel
14. This Agreement shall be governed and construed in accordance with the
internal laws of the State of New York, without giving effect to the
principles of conflict of laws.
Very truly yours,
PRINCIPAL LIFE INSURANCE COMPANY
Address: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. House
Name: ▇▇▇▇▇ ▇. House, Assistant Director
Date: March 26, 2002
Accepted: DREYFUS SERVICE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Date: April 16, 2002
SCHEDULE A
Fund and Portfolio Name
Fee at an Annual Rate as a
Percentage of Average Daily Net
Asset Value of Service Shares held
Fund and Portfolio Name on behalf of owners(1)
Dreyfus Investment Portfolios
Core Value Portfolio 25 basis points
Dreyfus Variable Investment Fund
Appreciation Portfolio 25 basis points
Quality Bond Portfolio 25 basis points
Small Cap Portfolio 25 basis points
The Dreyfus Socially Responsible Growth
Fund 25 basis points
(1)For purposes of determining the fee payable hereunder, the average daily net
asset value of the Fund's Service shares shall be computed in the manner
specified in the Fund's charter documents and then-current Prospectus and
Statement of Additional Information.