INVESTMENT SERVICE AGREEMENT
Restatement dated September 9, 1991 of Investment Service Agreement dated
September 1, 1982 by and between PRINCOR CASH MANAGEMENT FUND, INC. (the
"Fund"), an open-end investment company formed under the laws of Maryland,
PRINCOR MANAGEMENT CORPORATION ("Princor"), an Iowa Corporation and PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY ("Principal Mutual"), a specially chartered Iowa
life insurance company;
WITNESSETH:
WHEREAS, Principal Mutual has organized Princor to serve as investment
adviser and is the owner (through its subsidiaries) of all of the outstanding
stock of Princor; and
WHEREAS, Princor and the Fund have entered into a Management Agreement
whereby Princor undertakes to furnish the Fund with investment advisory services
and certain other services; and
WHEREAS, Principal Mutual is willing to make available to Princor on a
part-time basis certain employees and services of Principal Mutual for the
purpose of better enabling Princor to fulfill its investment advisory
obligations under the Management Agreement, provided that Princor bears all
costs allocable to the time spent by them on the affairs of Princor, and Princor
and the Fund believe that such an arrangement will be for their mutual benefit:
NOW, THEREFORE, in consideration of the mutual convenants herein contained,
the parties hereto agree as follows:
1. Princor shall have the right to use, on a part-time basis, and Principal
Mutual shall make available on such basis, such employees of Principal Mutual
and for such periods as may be agreed upon by Princor and Principal Mutual, as
reasonably needed by Princor in the performance of its investment advisory
services (but not its administrative, transfer and paying services) under the
Management Agreement. Principal Mutual will also make available to Princor or
the Fund such clerical, stenographic and administrative services as Princor may
reasonably request to facilitate its performance of such investment advisory
services.
2. The employees of Principal Mutual in performing services for Princor
hereunder may, to the full extent that they deem appropriate, have access to and
utilize statistical and economic data, investment research reports and other
material prepared for or contained in the files of the Investment Department of
Principal Mutual which is relevant to making investments for the Fund, and may
make such materials available to Princor; provided, that any such materials
prepared or obtained in connection with a private placement or other non-public
transaction need not be made available to Princor if Principal Mutual deems such
materials confidential.
3. Employees of Principal Mutual performing services for Princor pursuant
hereto shall report and be responsible solely to the officers and directors of
Princor or persons designated by them. Principal Mutual shall have no
responsibility for investment recommendations and decisions of Princor based
upon information or advice given or obtained by or through such Principal Mutual
employees.
4. Principal Mutual will, to the extent requested by Princor, supply to
employees of Princor (including part-time employees of Principal Mutual serving
Princor) such clerical, stenographic and administrative services and such office
supplies and equipment as may be reasonably required in order that they may
properly perform their respective functions on behalf of Princor in connection
with its performance of its investment advisory services under the Management
Agreement.
5. The obligation of performance under the Management Agreement is solely
that of Princor, and Principal Mutual undertakes no obligation in respect
thereto, except as otherwise expressly provided herein.
6. In consideration of the services to be rendered by Principal Mutual and
its employees pursuant to this Investment Service Agreement, Princor agrees to
reimburse Principal Mutual for such costs, direct and indirect, as may be fairly
attributable to the services performed for Princor. Such costs shall include,
but not be limited to, an appropriate portion of:
(a) salaries;
(b) employee benefits;
(c) general overhead expense;
(d) supplies and equipment; and
(e) a charge in the nature of rent for the cost of space in Principal
Mutual offices fairly allocable to activities of Princor under the
Management Agreement.
In the event of disagreement between Princor and Principal Mutual as to a
fair basis for allocating or apportioning costs, such basis shall be fixed by
the public accountants for the Fund.
7. This Investment Service Agreement shall remain in force until the
conclusion of the first meeting of the shareholders of the Fund and if it is
approved by a vote of a majority of the outstanding voting securities of the
Fund it shall continue in effect thereafter from year to year provided that the
continuance is specifically approved at least annually either by the Board of
Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund and in either event such continuance shall be approved by
the vote of a majority of the directors who are not interested persons of
Princor, Principal Mutual, or the Fund cast in person at a meeting called for
the purpose of voting on such approval. This Agreement may, on sixty days'
written notice, be terminated at any time without the payment of any penalty, by
the Board of Directors of the Fund, by vote of a majority of the outstanding
voting securities of the Fund, or by Princor. This Agreement shall automatically
terminate in the event of its assignment. In interpreting the provisions of this
Section 7, the definitions contained in Section 2(a) of the Investment Company
Act of 1940 (particularly the definitions of "interested person", "assignment"
and "voting security") shall be applied.
8. Any notice under this Investment Service Agreement shall be in writing,
addressed and delivered or mailed postage prepaid to the other parties at such
addresses as such other parties may designate for the receipt of such notices.
Until further notice it is agreed that the address of the Fund, that of Princor
and that of Principal Mutual for this purpose shall be The Principal Financial
Group, Xxx Xxxxxx, Xxxx 00000.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in three counterparts by their duly authorized officers the day and
year first above written.
PRINCOR CASH MANAGEMENT FUND, INC.
A. S. Filean
By __________________________________________
A. S. Filean, Secretary
PRINCOR MANAGEMENT CORPORATION
X. X. Xxxxx
By __________________________________________
X. X. Xxxxx, President
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
X. X. Xxxx
By __________________________________________
X. X. Xxxx, Senior Vice President
