d-15vaneckpa.htm - Generated by SEC Publisher for SEC Filing

PARTICIPATION AGREEMENT

Among

VAN ECK WORLDWIDE INSURANCE TRUST,

VAN ECK SECURITIES CORPORATION .

VAN ECK ASSOCIATES CORPORATION

and

PRINCIPAL LIFE INSURANCE COMPANY

THIS ^AGREEMENT,made and entered into to be effective on November 28, 2007, by

and among Principal Life Insurance Company, (hereinafter the "Company"), on its own behalf

and on behalf of each separate account (a segregated asset account) of the Company set forth on

Schedule A hereto and incorporated herein by this reference, as such Schedule A may from time

to time be amended ^bymutual written agreement of the parties hereto (each such account

hereinafter referred to as the "Account"), and VAN ECK WORLDWIDE INSURANCE TRUST,

an unincorporated business trust organized under the laws of the Commonwealth of

Massachusetts (hereinafter the ^"Fund"),VAN ECK SECURITIES CORPORATION (hereinafter

the "Underwriter"), a Delaware corporation and VAN ECK ASSOCIATES CORPORATION

(hereinafter the "Adviser"), a Delaware corporation .

WHEREAS, the Fund engages in business as an open-end management investment

company and is available to act as the investment vehicle for separate accounts established for

variable life insurance policies and variable annuity contracts (hereafter referred to collectively

as the 'Wariable Insurance Products") to be offered by insurance companies which have entered

into participation agreements with the Fund and the Underwriter (hereinafter the "Participating

Insurance Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several series of shares,

each representing the interest in a particular managed portfolio of securities and other assets

(each such series hereinafter referred to as a 'Tortfolio") ; and

WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission (hereinafter the "SEC'D (File No. 811-5083), granting Participating Insurance

Companies and variable annuity and variable life insurance separate accounts exemptions from

the provisions of Sections 9(a), 13(a), 15(a), ^and15(b) of the Investment Company Act of 1940,

as amended, (hereinafter the " 1 940 Act") and Rules 6e-2(b) (15) and 6e-3 (T) (b) (15) thereunder,

to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity

and variable life insurance separate accounts of both affiliated and unaffiliated life insurance

companies (hereinafter the "Shared Funding Order") ; and


WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the " 193 3 Act"); and

WHEREAS, the Company has registered or will register certain variable life insurance
and variable annuity contracts (the "Contracts') under the 1933 Act, unless such Contracts are
exempt from registration ^thereunder; and

WHEREAS, each Account is a duly organized, validly existing segregated asset account,
established by resolution of the Board of Directors of the Company, on the date shown for such
Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid variable
life insurance and variable annuity contracts ; and

WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act, unless such Account is exempt from registration ^thereunder;
and

WHEREAS, the Underwriter is registered as a broker-dealer with ^theSEC under the
Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"), and is a member in
good standing of the National Association of Securities Dealers, ^Inc. (hereinafter the "NASD");
and

WHEREAS, the Adviser is duly registered as an investment adviser under the Investment
Advisers Act of 1940 and any applicable state securities law ; and

WHEREAS, to the extent permitted ^byapplicable insurance laws and regulations, the
Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain
of the aforesaid variable life and variable annuity contracts and the Underwriter is authorized to
sell such shares to unit investment trusts such as each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund,
the Underwriter and the Adviser agree as follows :

ARTICLE I
Sale of Fund Shares

1 .1 .	The Underwriter agrees to sell to the Company those shares of the Portfolios
(which are listed on Schedule B attached hereto and incorporated herein by this reference, as
such Schedule B may from time to time be amended by mutual written agreement of the parties
hereto) which each Account orders, executing such orders on a daily basis at the net asset value
per share next computed after receipt by the Fund or its designee of the order for the shares of
the Portfolios, at the time of computation as stated in the Fund's registration statement ("Cutoff
Time"), subject to the terms and conditions of this Agreement. The Cutoff Time generally is 4:00
p.m. (Eastern Time) on that Business Day. For purposes of this Section 1 . 1, the Company shall
be the designee of the Fund for receipt of such orders from each Account and receipt by such
designee shall constitute receipt by the Fund; provided that the Fund receives notice of such


order by 9:00 a.m. Eastern time on the next following Business Day . "Business Day" shall mean
any day on which the New York Stock Exchange is open for business and on which the Fund
calculates the Portfolios' net asset values pursuant to the rules of the SEC. In no event shall the
Company accept any order with respect to the Fund or any portfolio thereof after the Cutoff
Time or any other time that may be established by law, rule, or regulation, including the rules of
an appropriate Self-Regulatory Organization .

1 .2. The Fund agrees to make Portfolio shares available for purchase at the applicable
net asset value per share by the Company and its Accounts on those days on which the Fund
calculates net asset values pursuant to the rules of the SEC and the Fund shall use reasonable
efforts to calculate such net asset values on each day on which the New York Stock Exchange is
open for trading . Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter
the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the
offering of shares of any Portfolio, if such action is required by law or by regulatory authorities
having jurisdiction, or if it is, in the sole discretion of the Board, desirable or advisable, and in
the best interests of the shareholders of such Portfolio .

1 .3 . The Fund and the Underwriter agree that shares of the Fund will be sold only to
Participating Insurance Companies and their separate accounts or other accounts (e .g., qualified
retirement plans) as may be permitted so that the Variable Insurance Products continue to qualify
as a "life insurance, annuity or variable contract" under Section 817(h) of the Internal Revenue
Code of 1986, as amended (hereinafter the "Code"). No shares of any Portfolio will be sold to
the general public.

1 .4. The Fund and the Underwriter will not sell Fund shares to any insurance
company, separate account or other account unless an agreement containing provisions
substantially the same as Article I, Section 2.5 of Article II, Sections 3.4 and 3 .5 of Article 111,
Article V and Article VIII of this Agreement is in effect to govern such sales.

*1 .5.* Subject to its rights under Section 18(o of the 1940 Act the Fund agrees to
redeem for cash, on the Company's request, any full or fractional shares of a Portfolio held by
the Company, executing such requests on a daily basis at the net asset value per share next
computed after receipt by the Fund or its designee of the request for redemption. For purposes of
this Section 1 .5, the Company shall be the designee of the Fund for receipt of requests for
redemption from each Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such request for redemption by 9:00 a.m., Eastern
Time, on the next following Business Day. Payment of redemption proceeds for any whole or
fractional shares shall be made within seven days of actual receipt of the redemption request by
the Fund, or within such greater or lesser period as may be permitted by law or rule, regulation,
interpretive position or order of the SEC.

1 .6.	The Company agrees that purchases and redemptions of Portfolio shares offered
by the then-current prospectus of the Fund shall be made in accordance with the provisions of
such prospectus . The Company agrees that all net amounts available in the Accounts which are
listed in Schedule, A attached hereto and incorporated herein by this reference, as such Schedule
A may from time to time be amended by mutual written agreement of the parties hereto .


1 .7. The Company shall pay for Portfolio shares on the next Business Day after an
order to purchase such shares is made in accordance with the provisions of this Article 1.
Payment shall be in federal funds transmitted by wire. For purposes of Sections 2.1 0 and 2 .1 1,
upon receipt by the Fund of the federal fimds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the Fund.

1 .8.	Issuance and transfer of the Fund's shares will be by book entry only. Stock
certificates will not be issued to the Company or any Account . Shares ordered from the Fund will
be recorded in an appropriate title for each Account or the appropriate subaccount of each
Account.

1 .9 .	The Fund shall furnish same day notice (by wire or telephone, followed by written
confirmation) to the Company of any income dividends or capital gain distributions payable on
the Portfolios' ^shares. The Company hereby elects to receive all such income dividends and
capital gain distributions as are payable on the Portfolio shares in additional shares of that
^Portfolio. The Company reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions .

1 . 10. The Fund shall make the net asset value per share for each Portfolio available to
the Company on a daily basis as soon as reasonably practical after the net asset value per share is
calculated (normally by 6:30 p.m., Eastern Time) and shall use its best efforts to make such net
asset value per share available by 7:00 p.m., Eastern Time. This time for transmission shall not
be considered the Cutoff Time.

ARTICLE II
Representations and Warranties

2.¹. The Company represents and warrants that the Contracts are or will be registered
under the 1933 Act or exempt therefrom ; that the Contracts will be issued and sold in compliance
in all material respects with all applicable federal and state laws and that the sale of the Contracts
shall comply in all material respects with state insurance suitability ^requirements. The Company
further represents and warrants that it is an insurance company duly organized and in good
standing under applicable law and that it has legally and validly established each Account prior
to any issuance or sale thereof as a segregated asset account under the Insurance Code and
Regulations of the State of Iowa, and has registered or, prior to any issuance or sale of the
Contracts, will, unless exempt from registration, register each Account as a unit investment trust
in accordance with the provisions of the 1940 Act to serve as a segregated investment account
for the Contracts.

2.2. The Company represents that the Contracts will be eligible for treatment as life
insurance or annuity contracts under applicable provisions of the Code and that it will make
every effort to maintain such treatment and that it will notify the Fund and the Underwriter
promptly upon having determined that the Contracts may have ceased to be so treated or that
they might not be so treated in the future.


2.3. The Company represents and wan-ants that all of its directors/trustees, employees,
investment advisers and other individuals/entities dealing with money and/or securities of the
Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar
coverage for the benefit of the Fund, in an amount not less than $5 million. The aforesaid bond
shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding
company. The Company shall notify the Fund, the Underwriter and the Adviser in the event that
such coverage no longer applies .

2.⁴. The Fund represents and warrants that Fund shares sold pursuant to this
Agreement are registered under the 1933 Act~ duly authorized for issuance and sale in
compliance in all material respects with the terms of this Agreement and all applicable federal
and state securities laws, and that, while shares of the Portfolios are being offered for sale, the
Fund is and shall remain registered under the 1940 ^Act. The Fund shall amend its Registration
Statement under the ¹⁹³³Act and the 1940 Act from time to time as required in order to effect
the continuous offering of Portfolio ^shares. The Fund shall register or otherwise qualify the
shares for sale in accordance with the laws of the various states only if and to the extent deemed
advisable by the Fund or the Underwriter,

2 .5. The Fund represents that each Portfolio is qualified as a Regulated Investment
Company under Subchapter M of 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.
the Company promptly upon having determined that any Portfolio may have ceased to so qualify
or that it might not so qualify in the future .

2.6. The Fund currently does not intend to make any payments to finance distribution
expenses pursuant to Rule ^12b-Iunder the 1940 Act or otherwise, although it may make such
payments in the ^future. To the extent that it decides to finance distribution expenses pursuant to
Rule ^12b-1,the Fund undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under Rule l2b-I to finance
distribution expenses .

2.7. The Fund makes no representation as to whether any aspect of its operations
(including, but not limited to, fees, expenses and investment policies) complies with the
insurance laws or regulations of the various states except that the Fund represents that the Fund
has disclosed or made available, in writing, all information ^requestedby Company and
represents and warrants that such written information is true and accurate in all material respects
as of the effective date of this ^Agreement. Without prior written notice to the Company, the Fund
will not make any changes in fundamental investment policies or advisory fees, and shall at all
times remain in compliance with federal securities law as it applies to insurance ^products. The
Company will use its best efforts to provide the Fund with copies of amendments to provisions
of state insurance laws and regulations related to separate accounts and variable products, which
may affect Fund operations .

2.8.	The Fund represents that it is lawfully organized and validly existing under the
laws of the Commonwealth of Massachusetts and that it does and will comply in all material
respects with the 1940 Act .


2.9. The Underwriter represents and warrants that it is a member in good standing of
the ^NASDand is registered as a broker-dealer with the SEC. The Underwriter further represents
that it will sell and distribute Portfolio shares to the Company in accordance with all applicable
state and federal securities laws, including, without limitation, the 1933 Act, the 1934 Act and
the 1940 Act .

2. 10. The Adviser represents and warrants that it is and shall remain duly registered in
all material respects under all applicable federal and state securities laws and that it shall perform
its obligations for the Fund in compliance in all material respects with any applicable state and
federal securities laws.

2.1 1 . The Fund, the Underwriter and the Adviser represent and wan-ant that all of their
directors/trustees, officers, employees, investment advisers and other individuals/entities dealing
with money and/or securities of the Fund are and shall continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less than
the minimum coverage as required by Rule l7g-1 of the 1940 Act or related provisions as may
from time to time be promulgated . The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company. The Fund shall notify the
Company in the event such coverage no longer applies .

ARTICLE III
ProMectuses and Proxy Statements, Voting

3 .1 . The Underwriter shall provide the Company (at the Underwriter's expense) with
as many copies of the Fund's current prospectus as the Company may reasonably ^request. If
requested ^bythe Company in lieu thereof, the Fund shall provide such documentation (including
a final copy of the new prospectus as set in type at the Fund's expense) and other assistance as is
reasonably necessary in order for the Company once each year (or more frequently if the
prospectus for the Fund is amended) to have the prospectus (or private offering memorandum, if
a Contract and its associated Account are exempt from registration) for the Contracts and the
Fund's prospectus printed together in one document (such printing to be at the Company's
expense).

3 .2.	The Fund's prospectus shall state that the Statement of Additional Information for
the Fund is available from the Underwriter (or in the Fund's discretion, from the Fund), and the
Underwriter (or the Fund), at its expense, shall provide such Statement of Additional Information
free of charge to the Company and to any owner of a Contract or prospective owner who
requests such Statement.

3.3 .	The Fund, at its expense, shall provide the Company with copies reports to
shareholders, and other communications to shareholders in such quantity as the Company shall
reasonably require for distributing to Contract owners. The Fund shall bear the expenses
associated with printing and distributing its proxy statements.

3.4.	If and to the extent required by law, the Company shall :


	vote Portfolio shares in accordance with instructions received from
	Contract owners; and

	(iii) vote Portfolio shares for which no instructions have been received
	in the same proportion as shares of such Portfolio for which instructions
	have been received, so long as and to the extent that the SEC continues to
	interpret the 1940 Act to require pass-through voting privileges for variable
	contract owners. The Company reserves the right to vote Fund shares held in
	any segregated asset account in its own right to the extent permitted by law.
	The Company shall be responsible for assuring that each of its separate
	accounts participating in the Fund calculates voting privileges in a manner
	consistent with the standards set forth in the Shared Funding Order and rules
	and regulations of the SEC, which standards will also be provided to other
	Participating Insurance Companies .

3 .5.	The Fund will comply with all provisions of the 1940 Act requiring voting by
shareholders, and in particular, the Fund will either provide for annual meetings or comply with
Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section
16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the
Fund will act in accordance with the SEC's interpretation of the requirements of Section 16(a)
with respect to periodic elections of trustees and with whatever rules the SEC may promulgate
with respect thereto.

ARTICLE IV
Sales Material and Information

4.1 . The Company shall far-nish, or shall cause to be famished, to the Fund or its
designee, each piece of sales literature or other promotional material in which the Fund, the
Underwriter or the Adviser is named, at least fifteen Business Days prior to its use. No such
material shall be used unless approved in writing by the Fund or the Underwriter . The Fund and
the Underwriter will use reasonable best efforts to provide the Company with written response
within ten Business Days of receipt of such materials . Any piece which merely names the Fund,
the Underwriter or the Adviser as participating in the Variable Insurance Products may be used
after ten Business Days of receipt by the Fund and the Underwriter if the Company has not
received a written response from the Fund or the Underwriter .

4.2. The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund in connection with the sale of the
Contracts other than the information or representations contained in the registration statement or
prospectus for the Fund, as such registration statement and prospectus may from time to time be
amended or supplemented, or in reports or proxy statements for the Fund, or in sales literature or
other promotional material provided to the Company by the Fund or its designee or by the
Underwriter, except with the written permission of the Fund or the Underwriter, pursuant to
Section 4.1 hereof.

4.3 . The Company agrees that neither the Fund, the Underwriter nor the Adviser will

be responsible for any errors or ornissions in communications prepared for Contract owners

except to the extent that the error or omission resulted from information provided by or on behalf

of the Underwriter or the Fund . In no event shall the Fund, any portfolio of the Fund, the

shareholders of any such portfolio or any officers or trustees of the Fund have any liability or

responsibility with respect to any sales literature or promotional materia L

4.4. The Fund, the Underwriter or their designee shall furnish, or shall cause to be

furnished, to the Company or its designee, each piece of sales literature or other promotional

material in which the Company and/or its separate account(s), is named at least fifteen Business

Days prior to its use. No such material shall be used unless approved in writing by the Company

or its designee. T11e Company will use reasonable best efforts to provide the Fund with written

response within ten Business Days of receipt of such materials . Any piece which merely states

that the Fund, the Underwriter or the Adviser are participating in the Variable Insurance Products

may be used after ten Business Days after receipt by the Company if the Fund or the Underwriter

have not received a written response from the Company.

4.5. 'Me Fund and the Underwriter shall not give any information or make any

representations on behalf of the Company or concerning the Company, each Account, or the

Contracts other than the information or representations contained in a registration statement or

prospectus for the Contracts, as such registration statement and prospectus may from time to

time be amended or supplemented, or in published reports which are in the public domain or

approved by the Company for distribution to Contract owners, or in sales literature or other

promotional material approved by the Company or its designee, except with the permission of

the Company.

4.6. The Fund will provide to the Company at least one complete copy of all

registration statements, prospectuses, Statements of Additional Information, 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 any of the Portfolios

or their shares, promptly following the filing of such document with the SEC or other regulatory

authorities.

4.7. The Company will provide to the Fund at least one complete copy of all

registration statements, prospectuses, Statements of Additional Information, reports, solicitations

for voting instructions, 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 each Account, promptly following the filing of such document with the SEC or

other regulatory authorities ; and, if a Contract and its associated Account are exempt from

registration, the equivalents to the above.

4.8 . For purposes of this Agreement, the phrase "sales literature or other promotional

material" includes, but is not limited to, any of the following that refer to the Fund or any

affiliate of the Fund : advertisements (such as material published or designed for use in a

newspaper, magazine, or other periodical, radio, television, telephone or tape recording,

videotape or electronic display, signs or billboards, motion pictures, or other public media), sale s


literature (i.e., any written communication distributed or made generally available to customers
or the public, including brochures, circulars, research reports, market letters, form letters,
seminar texts, 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 .

ARTICLE V
Fees and Enenses

*5 .1 .* The Fund and the Underwriter shall pay no fee or other compensation to the
Company under this Agreement, except that if the Fund or any Portfolio adopts and implements
a plan pursuant to Rule ^l2b-1to finance distribution expenses, then the Underwriter may make
payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by
the Underwriter in writing and such payments will be made out of existing fees otherwise
payable to the Underwriter, past profits of the Underwriter or other resources available to the
Underwriter. No such payments shall be made directly by the Fund. Currently, no such payments
are contemplated.

5.2. Except as otherwise expressly provided in the Agreement all expenses incident to
performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to
it that all Portfolio shares are registered and authorized for issuance in accordance with
applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale . The Fund shall bear the expenses for the cost of
registration and qualification of the Portfolios' shares, preparation and filing of the Fund's
prospectus and registration statement, proxy materials and reports, setting the prospectus in type,
setting in type and printing the proxy materials and reports to shareholders (including the costs of
printing a prospectus that constitutes an annual report), the preparation of all statements and
notices required by any federal or state law and all taxes on the issuance or transfer of the
Portfolios' shares.

5-3.	The Company shall bear the expenses of printing and distributing the Fund's
prospectus to owners of Contracts issued by the Company and of distributing the Fund's reports
to such Contract owners.


ARTICLE VI
Diversification

6.1 .	The Fund will at all times invest money from the Contracts in such a manner as to
ensure that the Contracts will be treated as variable contracts under the Code and the regulations
issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply
with Section 817(h) of the Code and Treasury Regulation 1 .817-5, relating to the diversification
requirements for variable annuity, endowment or life insurance contracts and any amendments or
other modifications to such Section or Regulation . In the event of a breach of this Article VI by
the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to


adequately diversify the Fund so as to achieve compliance with the grace period afforded by
Regulation 1,817-5 .

	ARTICLE VII
	Additional Ageements

7.1 . The Company agrees that it will offer or sell Fund shares in compliance with all
applicable federal and state law and regulation including, without limitation, the Securities
Exchange Act of 1934 ("Exchange Act"), the 1940 Act and the 1933 Act.

7.2. The Company additionally agrees to comply with (1) all applicable compensation
disclosure requirements, including any requirements related to revenue sharing; (2) all suitability
requirements; ⁽³⁾all applicable law, rule and regulation related to the protection of the privacy
and safeguarding of information of beneficial owners of Fund shares and their accounts,
including, without limitation, Regulation S-P; and (4) the Bank Secrecy Act, as amended, and
other applicable anti-money laundering law, regulation, rules or interpretations thereunder,
including without limitation those applicable to customer identification procedures, the filing of
suspicious activity reports and the adoption and maintenance of an anti-money laundering
^program. In addition, the Company will comply with all requirements to verify whether its
customers or potential customers may not purchase Fund shares by reason of being a person,
country or other entity forbidden to do ^soby the Office of Foreign Assets Control of the U.S.
Department of Treasury or any similar list maintained by the United States government or its
agencies or instrumentalities or any applicable self-regulatory organization .

7.3. Upon request of one of the other parties to this Participation Agreement, the
Company will provide a certification of its compliance with the Bank Secrecy Act or other anti-
money laundering law or regulation or rule, that is satisfactory to such other ^party.

ARTICLE VIII
Potential Conflicts

8.1 . The Board will monitor the Fund for the existence of any material irreconcilable
conflict ^between the interests of the contract owners of all separate accounts investing in the
Fund. ^Amaterial irTeconcilable conflict may arise for a variety of reasons, including : (a) an
action by any state insurance regulatory authority; (b) a change in applicable federal or state
insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action
or interpretive letter or any similar action by insurance, tax, or securities regulatory authorities ;
(c) an administrative or judicial decision in any relevant proceeding ; (d) the manner in which the
investments of a Portfolio are being managed ; (e) a difference in voting instructions given by
variable annuity contract and variable life insurance contract owners ; or (f) a decision by a
Participating Insurance Company to disregard the voting instructions of contract owners . The
Board shall promptly inform the Company if it determines that a material irreconcilable conflict
exists and the implications thereof.

8.2.	The Company will report any potential or existing conflicts to the Board. The
Company will assist the Board in carrying out its responsibilities under the Shared Fundin g


Order, by providing the Board with all information reasonably necessary for the Board to
consider any issues raised . This includes, but is not limited to, an obligation by the Company to
inform the Board whenever any of the events in Section 8 .1, as they pertain to the Company,
occur (e.g., a decision to disregard contract owner voting instructions) .

8.3. If it is ^determined_bya majority of the Board, or a majority of its disinterested
trustees, that a material irreconcilable conflict exists, the Company and other Participating
Insurance Companies shall, at their expense and to the extent reasonably practicable (as
determined by a majority of the disinterested trustees), take whatever steps are necessary to
remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the
assets allocable to some or all of the separate accounts from the Fund or any Portfolio and
reinvesting such assets in a different investment medium, including (but not limited to) another
Portfolio of the Fund, or submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets
of any appropriate group (i .e., annuity contract owners, life insurance contract owners or variable
contract owners of one or more Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected contract owners the option of making such a change, and
(2) establishing a new registered management investment company or managed separate account.

8.4. If a material irreconcilable conflict arises because of a decision by the Company
to disregard contract owner voting instructions and that decision represents a minority position or
would preclude a majority vote, the Company may be required, at the Fund's election, to
withdraw the affected Account's investment in the Fund and terminate this Agreement with
respect to such Account ; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested trustees of the Board . Any such withdrawal and termination must
take place within six months after the Fund gives written notice that this provision is being
implemented, and until the end of that six month period the Fund and the Underwriter shall
continue to accept and implement orders by the Company for the purchase (and redemption) of
shares of the Fund.

8.5 .	If a material irreconcilable conflict arises because a particular state insurance
regulator's decision applicable to the Company conflicts with that of other state regulators, then
the Company will withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs the Company
in writing that it has determined that such decision has created a material irreconcilable conflict ;
provided, however, that such withdrawal and termination shall be limited to the extent required
by the foregoing material irreconcilable conflict as determined by a majority of the disinterested
trustees of the Board . Until the end of that six month period, the Fund and the Underwriter shall
continue to accept and implement orders by the Company for the purchase (and redemption) of
shares of the Fund.

8.6.	For purposes of Sections 8.3 through 8.6 of this Agreement, a majority of the
disinterested trustees of the Board shall determine whether any proposed action adequately
remedies a material irreconcilable conflict, but in no event will the Fund be required to establish
a new funding medium for the Contracts . The Company shall not be required by Section 8.3 to


establish a new ftinding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the material irreconcilable
^conflict. In the event that the Board determines that any proposed action does not adequately
remedy a material irreconcilable conflict, then the Company will withdraw the Account's
investment in the Fund and terminate this Agreement within six months after the Board informs
the Company in writing of the foregoing ^{determination}; provided, however, that such withdrawal
and termination shall be limited to the extent ^requiredby any such material irreconcilable
conflict as determined by a majority of the disinterested trustees of the Board .

8.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is
adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated
thereunder with respect to mixed or shared funding (as defined in the Shared Funding Order) on
terms and conditions materially different from those contained in the Shared Funding Order, then
(a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps
as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3 as
adopted, to the extent such rules are applicable ; and (b) Sections 3 .4, 3 .5, 8.1, 8.2, 8.3, 8.4 and
8.⁵of this Agreement shall continue in effect only to the extent that terms and conditions
substantially identical to such Sections are contained in such Rule(s) as so amended or ^adopted.

ARTICLE IX
Indemnification

9.1.	Indemnification By The

9.1 (a). The Company agrees to indemnify and hold harmless the Fund, the Underwriter
and the Adviser and each trustee/director and officer thereof and each person, if any, who
controls the Fund, the Underwriter, or the Adviser within the meaning of ^Section15 of the 1933
Act (collectively, the "Indemnified Parties" for purposes of this ^Section9.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with the written consent
of the Company), expenses or litigation (including legal and other expenses) (hereinafter referred
to collectively as a "Loss"), to which the Indemnified Parties may become subject under any
statute or regulation, at common law or otherwise, insofar as a Loss is related to the sale or
acquisition of the Fund's shares or the Contracts and :

	arise out of or are based upon any untrue statement or alleged untrue
	statement of any material fact contained in the registration statement,
	prospectus or private offering memorandum for the Contracts or contained
	in the Contracts or sales literature or other promotional materials for the
	Contracts (or any amendment or supplement to any of the foregoing), . 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
	statement therein not misleading, provided that this agreement to indemnify
	shall not apply as to any Indemnified Party if such statement or omission or
	such alleged statement or omission was made in reliance upon and in
	conformity with written information fiuTiished to the Company by or on
	behalf of the Indemnified Party for use in the registration statement o r

prospectus for the Contracts or in the Contracts or in sales literature or any

other promotional materials (or any amendment or supplement to any of the

foregoing); or

(ii) arise out of or as a result of statements or representations (other than

statements or representations contained in the registration statement,

prospectus or sales literature or other promotional materials of the Fund not

supplied by the Company, or persons under its control) or wrongful

conduct of the Company or persons under its control, with respect to the

sale or distribution of the Contracts or Fund shares ; or

(iii) arise out of any untrue statement or alleged untrue statement of a material

fact contained in a registration statement, prospectus or sales literature or

other promotional materials of the Fund (or any amendment or supplement

to any of the foregoing) 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 ii-fisleading if such

statement or omission was made in reliance upon or in conformity with

written information furnished to the Fund, the Underwriter or the Adviser

by or on behalf of the Company; or

(iv) arise as a result of any failure by the Company to provide the services and

fimiish the materials under the terms of this Agreement ; or

(v) arise out of or result from any material breach of any representation and/or

warranty made by the Company in this Agreement or arise out of or result

from any other material breach of this Agreement by the Company, as

limited by and in accordance with the provisions of Sections 9.1 (b) and

9. 1 (c) hereof

9.1 (b). The Company shall not be liable under this indemnification provision with respect

to any Loss incurred or assessed against an Indemnified Party as such may arise from such

Indemnified Party's willful misfeasance, bad faith or gross negligence in the performance of

such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of

obligations or duties under this Agreement or to the Fund, the Underwriter or the Adviser,

whichever is applicable.

9.1 (c). The Company shall not be liable under this indemnification provision with respect

to any claim made against an Indemnified Party unless such Indemnified Party shall have

notified the Company in writing within a reasonable time after the summons or other first legal

process giving information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice of such service on

any designated agent), but failure to notify the Company of any such claim shall not relieve the

Company from any liability which it may have to the Indemnified Party against whom such

action is brought otherwise than on account of this indemnification provision. In case any such

action is brought against the Indemnified Parties, the Company shall be entitled to participate, a t

its own expense, in the defense thereof The Company also shall be entitled to assume the

defense thereof, with counsel satisfactory to the party named in the action . After notice from the

Company to such Party of the Company's election to assume the defense thereof, the

Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and

the Company will not be liable to such Party under this Agreement for any legal or other

expenses subsequently incurred by such Party independently in connection with the defense

thereof other than reasonable costs of investigation .

9. 1 (d). The Indemnified Parties will promptly notify the Company of the commencement

of any litigation or proceedings against them in connection with this Agreement, the issuance or

sale of Portfolio shares or the Contracts or the operation of the Fund .

9.2. Indemnification By The Fund

9.2(a) . The Fund agrees to indemnify and hold harmless the Company, and each of its

directors/trustees and officers and each person, if any, who controls the Company within the

meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of

this Section 9 .2) against any Loss to which the Indemnified Parties may become subject under

any statute or regulation, at common law or otherwise, insofar as a Loss is related to the

operations of the Fund and:

(i) arise as a result of any failure by the Fund to provide the services and

furnish the materials under the terms of this Agreement (including a failure

to comply with the diversification requirements specified in Article VI of

this Agreement) ; or

(ii) arise out of or result from any material breach of any representation and/or

warranty made by the Fund in this Agreement or arise out of or result from

any other material breach of this Agreement by the Fund, as limited by and

in accordance with the provisions of Sections 9.2(b) and 9.2(c) hereof.

9.2(b). The Fund shall not be liable under this indemnification provision with respect to

any Loss incurred or assessed against an Indemnified Party as such may arise from such

Indemnified Party's willful misfeasance, bad faith or gross negligence in the performance of

such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of

obligations and duties under this Agreement or to the Company, an Account, the Fund, the

Underwriter or the Adviser, whichever is applicable.

9.2(c). The Fund shall not be liable under this indemnification provision with respect to

any claim made against an Indemnified Party unless such Indemnified Party shall have notified

the Fund in writing within a reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such Indemnified Party (or

after such Indemnified Party shall have received notice of such service on any designated agent),

but failure to notify the Fund of any such claim shall not relieve the Fund from any liability

which it may have to the Indemnified Party against whom such action is brought otherwise than

on account of this indemnification provision . In case any such action is brought against th e

Indemnified Parties, the Fund shall be entitled to participate, at its own expense, in the defense

thereof The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory

to the party named in the action . After notice from the Fund to such party of the Fund's election

to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any

additional counsel retained by it, and the Fund will not be liable to such Party under this

Agreement for any legal or other expenses subsequently incurred by such Party independently in

connection with the defense thereof other than reasonable costs of investigation .

9.2(d). The Company will promptly notify the Fund of the commencement of any

litigation or proceedings against the Indemnified Parties in connection with this Agreement, the

issuance or sale of Portfolio shares or the Contracts, the operation of each Account or the

acquisition of shares of the Fund .

9.3 . Indemnification By The Underwriter

9.3(a) Ile Underwriter agrees to indemnify and hold harmless the Company and each of

its directors/trustees and officers and each person, if any, who controls the Company within the

meaning of Section 15 of the 1933 Act (collectively, the "'Indemnified Parties" for purposes of

this Section 9.3) against any Loss to which the Indemnified Parties may become subject under

any statute or regulation, at common law or otherwise, insofar as a Loss is related to the sale or

acquisition of the Fund's shares or the Contracts and :

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 other promotional materials of the Fund (or

any amendment or supplement to any of the foregoing), 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, provided that this agreement to

indemnify shall not apply as to any Indemnified Party if such statement or

omission or such alleged statement or omission was made in reliance upon

and in conformity with written information ftu-nished to the Fund, the

Underwriter or the Adviser by or on behalf of the Indemnified Party for use

in the registration statement or prospectus of the Fund or in sales literature

or other promotional materials (or any amendment or supplement to any of

the foregoing); or

(ii) arise out of or as a result of statements or representations (other than

statements or representations contained in the registration statement,

prospectus or sales literature or other promotional materials for the

Contracts not supplied by the Underwriter or persons under its control) or

wrongful conduct of the Fund or Underwriter or persons under their

control, with respect to the sale or distribution of the Contracts or Fund

shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material

fact contained in a registration statement, prospectus or private offering

memorandum for the Contracts or contained in the Contracts or sales

literature or other promotional materials for the Contracts (or any

amendment or supplement to any of the foregoing) or arise out of or are

based upon the omission or alleged omission to state therein a material fact

required to be stated therein or necessary to make the statement or

statements therein not misleadin& if such statement or omission was made

in reliance upon or in conformity with written information furnished to the

Company by or on behalf of the Fund or the Underwriter; or

(iv) arise as a result of any failure by the Underwriter to provide the services

and fin-nish the materials under the terms of this Agreement (including a

failure, whether unintentional or in good faith or otherwise, to comply with

the diversification requirements specified in Article VI of this Agreement) ;

(v) arise out of or result from any material breach of any representation and/or

warranty made by the Underwriter in this Agreement or arise out of or

result from any other material breach of this Agreement by the

Underwriter, as limited by and in accordance with the provisions of

Sections 9.3(b) and 9.3(c) hereof.

9 .3(b). The Underwriter shall not be liable under this indemnification provision with

respect to any Loss incurred or assessed against an Indemnified Party as such may arise from

such Indemnified Party's willfal misfeasance, bad faith or gross negligence in the perfonnance

of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of

obligations and duties under this Agreement or to the Company or an Aocount, whichever is

applicable.

9.^3(c). The Underwriter shall not be liable under this indemnification provision with

respect to any claim made against an Indemnified Party unless such Indemnified Party shall have

notified the Underwriter in writing within a reasonable time after the summons or other first

legal process giving information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice of such service on

any designated agent), but failure to notify the Underwriter of any such claim shall not relieve

the Underwriter from any liability which it may have to the Indemnified Party against whom

such action is brought otherwise than on account of this indemnification provision . In case any

such action is brought against the Indemnified Parties, the Underwriter shall be entitled to

participate, at its own expense, in the defense thereof The Underwriter also shall be entitled to

assume the defense thereof, with counsel satisfactory to the Party named in the ^action. After

notice from the Underwriter to such Party of the Underwriter's election to assume the defense

thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained

by it, and the Underwriter will not be liable to such Party under this Agreement for any legal or

other expenses subsequently incurred by such Party independently in connection with the

defense thereof other than reasonable costs of investigation .

9.3(d). The Company will promptly notify the Underwriter of the commencement of any

litigation or proceedings against the Indemnified Parties in connection with this Agreement, the

issuance or sale of Portfolio shares or the Contracts or the operation of each Account .

9.4. Indemnification By The Adviser

9.4(a) The Adviser agrees to indemnify and hold harmless the Company and each of its

directors/trustees and officers and each person, if any, who controls the Company within the

meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of

this Section ⁹.4) against any Loss to which the Indemnified Parties may become subject under

any statute or regulation, at common law or otherwise, insofar as a Loss is related to the sale or

acquisition of the Fund's shares or the Contracts and :

(i) arise out of or as a result of statements or representations (other than

statements or representations contained in the registration statement,

prospectus or sales literature or other promotional materials for the

Contracts not supplied by the Adviser, or persons under its control) or

wrongful conduct of the Adviser or persons under its control, with respect

to the sale or distribution of the Contracts or Fund shares ; or

(ii) arise out of any untrue statement or alleged untrue statement of a material

fact contained in a registration statement, prospectus or private offering

memorandum for the Contracts or contained in the Contracts or sales

literature or other promotional materials for the Contracts (or any

amendment or supplement to any of the foregoing) or the omission or

alleged omission to state therein a material fact required to be stated therein

or necessary to make the statement or statements therein not misleading, if

such statement or omission was made in reliance upon or in conformity

with written information ftu-nished to the Company by or on behalf of the

Adviser; or

(iii) arise as a result of any failure by the Adviser to provide the services and

furnish the materials under the terms of this Agreement (including a failure

by the Fund, whether unintentional or in good faith or otherwise, to comply

with the diversification requirements specified in Article VI of this

Agreement); or

(iv) arise out of or result from any material breach of any representation and/or

warranty made by the Adviser in this Agreement or arise out of or result

from any other material breach of this Agreement by the Adviser, as

limited by and in accordance with the provisions of Sections 9 .4(b) and

9.4(c) hereof.

9.4(b). The Adviser shall not be liable under this indemnification provision with respect

to any Loss incurred or assessed against an Indemnified Party as such may arise from suc h


Indemnified Party's willfiil misfeasance, bad faith or gross negligence in the performance of
such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to the Company or an Account, whichever is
applicable.

9.^4(c). The Adviser shall not be liable under this indemnification provision with respect
to any claim made against an Indemnified Party unless such Indemnified Party shall have
notified the Adviser in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of such service on
any designated agent), but failure to notify the Adviser of any such claim shall not relieve the
Adviser from any liability which it may have to the Indemnified Party against whom such action
is brought otherwise than on account of this indemnification provision . In case any such action is
brought against the Indemnified Parties, the Adviser shall be entitled to participate, at its own
expense, in the defense ^thereof. The Adviser also shall be entitled to assume the defense thereof,
with counsel satisfactory to the party named in the ^action. After notice from the Adviser to such
party of the Adviser's election to assume the defense thereof, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable
to such Party under this Agreement for any legal or other expenses subsequently incurred by
such Party independently in connection with the defense thereof other than reasonable costs of
investigation.

9.4(d). The Company will promptly notify the Adviser of the commencement of any
litigation or proceedings against the Indemnified Parties in connection with this Agreement, the
issuance or sale of Portfolio shares or the Contracts or the operation of each Account .

9.5.	Except as otherwise expressly provided in the Agreement, no party shall be liable
to any other party for special, consequential, punitive or exemplary damages, or damages of a
like kind or nature ; and, without limiting the foregoing, with respect to Section 1 . 10 of Article I
and Sections 9.2, 9.3 and ⁹.4 of Article IX as such Sections relate to errors in calculation or
untimely reporting of net asset value per share or dividend or capital gain rate, the liability of a
party to any other party shall be limited to the amount required to correct the value of the
Account as if there had been no incorrect calculation or reporting or untimely reporting of the net
asset value per share or dividend or capital gain rate .

ARTICLE X
Apl2licable Law

10.1 . This Agreement shall be construed and the provisions hereof interpreted under
and in accordance with the laws of the State of New York .

10.2. This Agreement shall be subject to the provisions of the 1933 Act, the 1934 Act
and the 1940 Act and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant (including, but not
limited to, the Shared Funding Order) and the terms of this Agreement shall be interpreted and
construed in accordance therewith.


		ARTICLE XI
		Termination

11 .1 .	This Agreement shall continue in full force and effect until the first to occur of'

	(a) termination by any party for any reason by sixty (60) days' advance written
		notice delivered to the other parties ; or

	(b)	termination by the Company by written notice to the Fund and the
		Underwriter with respect to any Portfolio based upon the Company's
		determination that shares of such Portfolio are not reasonably available to
		meet the requirements of the Contracts ; or

	(c) termination by the Company by written notice to the Fund and the
		Underwriter with respect to any Portfolio in the event any of the Portfolio's
		shares are not registered, issued or sold in accordance with applicable state
		and/or federal law or such law precludes the use of such shares as the
		underlying investment media of the Contracts issued or to be issued by the
		Company; or

	(d)	termination by the Company by written notice to the Fund, the Underwriter
		and the Adviser with respect to any Portfolio in the event that such
		Portfolio ceases to qualify as a "regulated investment company" under
		Subchapter M of the Code or under any successor or similar provision, or if
		the Company reasonably believes that the Fund will fail to so qualify ; or

	(e) termination by the Company by written notice to the Fund, the Underwriter
		and the Adviser with respect to any Portfolio in the event that such
		Portfolio fails to meet the diversification requirements specified in Article
		VI hereof; or

	(f)	termination by either the Fund or the Underwriter by written notice to the
		Company, if either one or both of the Fund or the Underwriter shall
		determine, in their sole judgment exercised in good faith, that the Company
		and/or its affiliated companies has suffered a material adverse change in its
		business, operations, financial condition or prospects since the date of this
		Agreement or is the subject of material adverse publicity ; or

	(g)	termination by the Company by written notice to the Fund and the
		Underwriter, if the Company shall determine, in its sole judgment
		exercised in good faith, that either the Fund or the Underwriter has suffered
		a material adverse change in its business, operations, financial condition or
		prospects since the date of this Agreement or is the subject of material
		adverse publicity; or

(h) termination by the Fund or the Underwriter by written notice to the

Company, if the Company gives the Fund and the Underwriter the written

notice specified in Section 1 .6(b) hereof and at the time such notice was

given there was no notice of termination outstanding under any other

provision of this Agreement; provided, however, that any termination under

this Section 11 .1(h) shall be effective forty-five days after the notice

specified in Section 1 .6(b) was given.

11 .2. Effect of Tern-dnation. Notwithstanding termination of this Agreement, the Fund

and the Underwriter shall, if the Company and the Underwriter mutually agree, continue to make

available additional shares of the Fund pursuant to the terms and conditions of this Agreement,

for all Contracts in effect on the effective date of termination of this Agreement (hereinafter

referred to as "Existing Contracts") . Specifically, without limitation, the owners of the Existing

Contracts shall be permitted to retain investments in the Fund, reinvest dividends and redeem

investments in the Fund. The parties agree that this Section 11 .2 shall not apply to any

terminations under Section 1 .2 of Article I or under Article VIII, and the effect of such Article

VIII tenninations shall be governed by Article VIII of this Agreement .

11 .3 'Me Company shall not redeem Fund shares attributable to the Contracts (as opposed

to Fund shares attributable to the Company's assets held in the Account) except (i) as necessary

to implement Contract Owner initiated or approved transactions ; or (ii) as required by state

and/or federal laws or regulations or judicial or other legal precedent of general application

(hereinafter referred to as a "Legally Required Redemption'~ ; or (iii) as a result of action by the

Fund's Board, acting in good faith, upon sixty (60) days' advance written notice to the Company

and Contract Owners. Upon request, the Company will promptly furnish to the Fund and the

Underwriter the opinion of counsel for the Company (which counsel shall be reasonably

satisfactory to the Fund and the Underwriter) to the effect that any reddinption pursuant to clause

(ii) above is a Legally Required Redemption, or is as permitted by an order of the SEC pursuant

to Section 26(b) of the 1940 Act. In the event that the Company is to redeem shares pursuant to

clause (iii) above, the Fund will promptly furnish to the Company the opinion of counsel for the

Fund (which counsel shall be reasonably satisfactory to the Company) to the effect that any such

redemption is not in violation of the 1940 Act or any rule or regulation thereunder, or is as

permitted by an order of the SEC. Furthermore, except in cases where permitted under the terms

of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a

Portfolio that was otherwise available under the Contracts without first giving the Fund or the

Underwriter 90 days' advance written notice of its intention to do so .

11 .4 Notwithstanding any termination of this Agreement, each partys obligation under

Article IX to indemnify the other parties shall survive.

ARTICLE XII

Notices

Any notice shall be sufficiently given when sent by registered or certified mail or next-

day delivery to the other parties at the address of such parties set forth below or at such other

address as any party may from time to time specify in writing to the other parties .

If to the Company:

Principal Life Insurance Company

711 High Street

Des Moines, IA 50392-1170

Attention: Sara Wiener with a copy to Law: Securities Counsel

If to the Fund:

99 Park Avenue

New York, New York 1001 6

Attention: President, with a copy to the General Counse l

If to the Underwriter :

99 Park Avenue

New York, New York 100 1 6

Attention: President, with a copy to the General Counse l

If to the Adviser:

99 Park Avenue

New York, New York 100 1 6

Attention: President, with a copy to the General Counse l

ARTICLE XIII

Miscellaneous

13 .1 . All persons dealing with the Fund must look solely to the property of the Fund for

the enforcement of any claims against the Fund as neither the Board, officers, agents or

shareholders assume any personal liability for obligations entered into on behalf of the Fund .

13.2. Subject to the requirements of legal process and regulatory authority, each party

hereto shall treat as confidential the names and addresses of the owners of the Contracts and all

information reasonably identified as confidential in writing by any other party hereto and, except

as permitted by this Agreement, shall not disclose, disseminate or utilize such names an d


addresses and other confidential information without the express written consent of the affected
party, until such time as it may come into the public do i .

13.3 .	The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any of the provisions hereof or otherwise affect their
construction or effect .

13 .4. This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument .

13.5.	If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

13 .6.	Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, the NASD and state insurance
regulators) and shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the transactions
contemplated hereby .

13.7.	T'he rights, remedies and obligations contained in this Agreement are cumulative
and are in addition to any and all rights, remedies and obligations, at law or in equity, which the
parties hereto are entitled to under state and federal laws.

13 .8.	This Agreement or any of the rights and obligations hereunder may not be
assigned by any party without the prior written consent of all parties hereunder ; provided,
however, that the Underwriter may assign this Agreement or any rights or obligations hereunder
to any affiliate of or company under common control with the Underwriter, if such assignee is
duly licensed and registered to perform the obligations of the Underwriter under this Agreement.

13 .9.	The Company shall furnish, or shall cause to be fiu-nished, to the Fund or its
designee, copies of the following reports :

(a) the Company's annual statement (prepared under statutory accounting principles)
	and annual report (prepared under generally accepted accounting principles
	("GAAP"), if any), as soon as practical and in any event within 120 days after
	the end of each fiscal year;

(b)	the Company's semi-annual statements (statutory) (and GAAP, if any), as soon
	as practical and in any event within 60 days after the end of each period :

(c)	any financial statement, proxy statement, notice or report of the Company sent to
	stockholders and/or policyholders, as soon as practical after the delivery thereof
	to stockholders;


(d)	any registration statement (without exhibits) and financial reports of the
	Company filed with the SEC or any state insurance regulator, as soon as practical
	after the filing thereof;

(e) any other report submitted to the Company by independent accountants in
	connection with any annual, interim or special audit made by them of the books
	of the Company, as soon as practical after the receipt thereof.



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