AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
FOR CLASS J SHARES
AGREEMENT to be effective September 9, 2002, by and between PRINCIPAL
INVESTORS FUND, INC., a Maryland corporation (hereinafter called the "Fund") and
PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the
Administrator").
1. APPOINTMENT OF TRANSFER AGENT
In consideration of the premises and mutual agreements herein contained,
the Fund hereby appoints the Administrator to act as transfer and shareholder
servicing agent for the Fund's Class J shares and to act as its agent to assure
the Fund's Anti-Money Laundering Program procedures applicable to Class J shares
are implemented and the program is operated in accordance with those procedures,
and the Administrator agrees to act, perform or assume the responsibility
therefore in the manner and subject to the conditions hereinafter set forth.
2. SERVICES FURNISHED BY THE ADMINISTRATOR
As transfer agent for the Fund's Class J shares, the Administrator will
provide all services customarily performed by transfer agents of investment
companies, in accordance with the policies and practices of the Fund as
disclosed in its prospectus or otherwise communicated to the Administrator from
time to time, including, but not limited to, the following:
(a) issuance, transfer, conversion, cancellation and registry of ownership
of Fund shares, and maintenance of open account system;
(b) preparation and distribution of dividend and capital gain payments to
shareholders;
(c) delivery, redemption and repurchase of shares, and remittances to
shareholders; and
(d) the tabulation of proxy ballots and the preparation and distribution to
shareholders of notices, proxy statements and proxies, reports,
confirmation of transactions, prospectuses, tax information;
(e) communication with shareholders concerning items (a), (b), (c) and (d)
above; and
(f) use its best efforts to qualify the Capital Stock of the Fund for sale
in states and jurisdictions as directed by the Fund.
As the Fund's Anti-Money Laundering Program agent, the Administrator will
assure such the Fund's anti-money laundering procedures applicable to Class J
shares are implemented and the program is operated in accordance with those
procedures, and will provide such reports and information as the Fund may
request from time to time to facilitate the Fund's oversight of such program.
The Administrator will also make information and records relating to the Fund's
Anti-Money Laundering Program available to federal regulators as required by law
and will permit such regulators to examine and inspect the Administrator for
purposes of the program.
3. RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS
The Administrator may contract with others, at its own expense, for data
systems, processing services and other administrative services. The
Administrator may at any time or times in its discretion appoint (and may at any
time remove) other parties, including parties affiliated with the Administrator,
as its agent to carry out such provisions of the Agreement as the Administrator
may from time to time direct; provided, however, that the appointment of any
such agent shall not relieve the Administrator of any of its responsibilities or
liabilities hereunder.
4. COMPENSATION FOR SERVICES
The Fund will pay the Administrator a fee as described in Schedule A hereto
for the services provided pursuant to this agreement.
5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR
The Fund shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the Administrator's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
6. TERM AND RENEWAL
This Agreement will be effective on December 12, 2000 and will continue in
effect thereafter from year to year provided that each continuance is approved
annually by the Board of Directors of the Fund and by the vote of a majority of
the directors who are not interested persons of the Administrator, Principal
Life Insurance Company or the Fund cast in person at a meeting called for the
purpose of voting on such approval.
7. TERMINATION OF THIS AGREEMENT
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 or by
the Administrator.
8. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
9. ADDRESS FOR PURPOSE OF NOTICE
Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notices. Until further notice
to the other party, it is agreed that the address of the Fund and that of the
Administrator for this purpose shall be the Principal Financial Group, ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
10. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference
only, and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized.
Principal Investors Fund, Inc.
/s/ A. S. Filean
By -------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Principal Management Corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By -------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
SCHEDULE A
The Fund will pay the Manager a fee for the services provided pursuant to this
Agreement in an amount equal to the costs incurred by the Manager for providing
such services. The Manager will maintain records in reasonable detail that will
support the amount it charges the Fund for performance of services set forth in
this agreement and the Fund will pay the Manager for its performance of such
services at the end of each calendar month, or at such other frequency as agreed
to by the Fund and the Manager.
