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EXHIBIT (E)(2)
FORM OF SELECTED DEALERS AGREEMENT
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'PRINCIPAL PRESERVATION PORTFOLIOS, INC.
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PARTICIPATING DEALER AGREEMENT
(UNDER RULE 12b-1)
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Dear Sirs:
This letter will confirm our understanding and agreement with respect to
payments to be made to you pursuant to a plan of distribution adopted by
Principal Preservation Portfolios, Inc. (the "Fund") pursuant to Rule 12b-1
(the "Plan") under the Investment Company Act of 1940 (the "Act"). The Plan
and this related agreement have been approved by a majority of the Directors of
the Fund including a majority of the Directors who are not interested persons
of the Fund and who have no direct or indirect financial interest in the
operation of the Plan or any related agreements (the "Qualified Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination that in the exercise of reasonable business
judgment and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Fund and its shareholders. This
Agreement shall apply to additional Portfolios of the Fund which approve the
Plan in the manner required by the Act and rules thereunder.
To the extent you provide distribution and marketing services in the
promotion of the Fund's Class A (or Class X with respect to the Cash Reserve
Portfolio) or Class B shares, including furnishing services and assistance to
your customers who invest in and own Fund shares, including, but not limited
to, answering routine inquires regarding the Fund, assisting in changing
distribution options, account designations and addresses, and/or
administrative services, we shall pay you a fee at the maximum rate for the
relevant Portfolio set forth in attached Exhibit A (for Class A or Class X
shares) based upon the average daily net asset value of the shares of that
Portfolio which are owned of record by your firm as nominee for your customers
or which are owned by those customers of your firm whose records, as maintained
by the Fund or its Agent, designate your firm as the Customer's dealer of
record. The fee will be calculated and paid quarterly. No such quarterly fee
will be paid to you with respect to shares purchased by you and redeemed or
repurchased by the Fund or by us as Agent within seven (7) business days after
the date of our confirmation of such purchase. No such quarterly fee will be
paid to you with respect to any of your customers if the amount of such fee
based upon the value of such customer's Fund shares will be less than $1.00.
We reserve the right to increase, decrease or discontinue the fee at any time
in our sole discretion upon written notice to you.
Payment of such quarterly fee shall be made within 45 days after the close
of each quarter for which such fee is payable.
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2. You shall furnish us and the Fund with such information as shall
reasonably be requested by the Directors of the Fund with respect to the fees
paid to you pursuant to this Agreement.
3. We shall furnish to the Directors of the Fund, for their review, on a
quarterly basis a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Agreement may be terminated for Class A (or Class X) shares of any
Portfolio by the vote of a majority of the Qualified Directors of the Fund or
by a vote of majority of the Fund's outstanding shares on sixty (60) days'
written notice, without payment of any penalty. It will be terminated by any
act which terminates either the Distribution Agreement between the Fund and us
or the Dealer Agreement between your firm and us and shall terminate
immediately in the event of its assignment as that term is defined in the Act.
5. The provisions of the Distribution Agreement between the Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference. This
Agreement shall become effective as of the date hereof on the effective date of
said Distribution Agreement and shall continue in full force and effect so long
as the continuance of the Distribution Agreement and the Plan and this
Agreement are approved at least annually by a vote of a majority of the Fund's
Directors and a majority of the Qualified Directors, cast in person at a
meeting called for the purpose of voting thereon. All communications to us
should be sent to the above address. Any notice to you shall be given if
marked or telegraphed to you at the address specified by you below. This
agreement shall be effective when accepted by you below and shall be construed
under the laws of the State of Wisconsin.
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By:
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(Authorized Signature)
Accepted:
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(Dealer's Name)
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(Street Address)
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(City) (State) (Zip)
By:
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(Authorized Signature of Dealer)
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EXHIBIT A
MAXIMUM FEES FOR CLASS A (OR CLASS X) SHARES
1. Tax-Exempt Portfolio (Class A)
0.25 of 1% of average daily net assets
2. Government Portfolio (Class A)
0.25 of 1% of average daily net assets
3. S&P 100 Plus Portfolio (Class A)
0.25 of 1% of average daily net assets
4. Dividend Achievers Portfolio
0.25 of 1% of average daily net assets
5. Select Value Portfolio (Class A)
0.25 of 1% of average daily net assets
6. PSE Tech 100 Index Portfolio (Class A)
0.25 of 1% of average daily net assets
7. Managed Growth Portfolio (Class A)
0.25 of 1% of average daily net assets
8. Cash Reserve Portfolio (Class X)
0.15 of 1% of average daily net assets
9. Wisconsin Tax-Exempt Portfolio (Class A)
0.25 of 1% of average daily net assets
A-1
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EXHIBIT B
MAXIMUM FEES FOR CLASS B SHARES
The fees for Class B shares are not payable during the initial one-year
period following the sale of the shares to an investor.
1. S&P 100 Plus Portfolio
0.25 of 1% of average daily net assets
2. Dividend Achievers Portfolio
0.25 of 1% of average daily net assets
3. Select Value Portfolio
0.25 of 1% of average daily net assets
4. PSE Tech 100 Index Portfolio
0.25 of 1% of average daily net assets
5. Managed Growth Portfolio
0.25 of 1% of average daily net assets
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