1
PRINCIPAL INVESTORS FUND, INC.
AMENDED AND RESTATED
SERVICE AGREEMENT
AGREEMENT to be effective June 14, 2004, by and between PRINCIPAL INVESTORS
FUND, INC., a Maryland corporation (hereinafter called the "Fund") and PRINCIPAL
MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the Manager").
In consideration of the premises and mutual agreements herein contained,
the Fund hereby appoints the Manager to provide personal services to
shareholders and beneficial owners as described herein and the Manager agrees to
act, perform or assume the responsibility therefore in the manner and subject to
the conditions hereinafter set forth.
1. SERVICES FURNISHED BY THE MANAGER
The Manager will provide personal services to shareholders and beneficial
owners of Advisors Preferred Class, Advisors Select Class, Preferred Class,
Select Class and Advisors Signature Class shares (the "Plan Classes") of each
Series of Fund that currently exist or hereafter is created and that offers Plan
Class shares. Personal services include:
(a) responding to plan sponsor and plan member inquiries; (b)
providing information regarding plan sponsor and plan member
investments;
(c) other similar personal services or services related to the
maintenance of shareholder accounts as contemplated by NASD Rule
2830, or any successor thereto.
In the carrying out of this function, the Manager may contract with others,
including companies affiliated with the Manager, for data systems, processing
services and other administrative services. The Manager may at any time or times
in its discretion appoint (and may at any time remove) other parties, including
companies affiliated with the Manager, as its agent to carry out such provisions
of the Agreement as the Manager may from time to time direct; provided, however,
that the appointment of any such agent shall not relieve the Manager of any of
its responsibilities or liabilities hereunder.
2. COMPENSATION FOR SERVICES
The Fund will pay the Manager service fees equal to 0.17% of the average
daily net assets attributable to the Advisors Preferred Class, 0.15% of the
average daily net assets attributable to each of the Select Class and Preferred
Class shares, and 0.25% of the average daily net assets attributable to each of
the Advisors Select Class and Advisors Signature Class shares for services
provided pursuant to this agreement. Service fees under this Agreement will be
calculated and accrued daily and paid monthly to the Manager, or at such other
intervals as the Fund and Manager may agree. For purpose of this Agreement ,
"service fees" shall mean payments in connection with the provision of personal,
continuing services to investors in the Fund and/or the maintenance of
shareholder accounts, excluding (i) transfer agent and sub-transfer agent
services for beneficial owners of the Fund's shares, (ii) aggregating and
processing purchase and redemption orders, (iii) providing beneficial owners
with account statements, processing dividend payments, (iv) providing
sub-accounting services for shares held beneficially, (v) forwarding shareholder
communications to beneficial owners, and (vi) receiving, tabulating and
transmitting proxies executed by beneficial owners; provided, however, that if
the NASD adopts a definition of "service fees" for purposes of NASD Rule 2830
(or any successor to such rule) that differs from the definition of "service
activities" hereunder, or if the NASD adopts a related definition intended to
define the same concept, the definition of "service fees" in this Section shall
be automatically amended, without further action of the parties, to conform to
such NASD definition.
3. LIMITATION OF LIABILITY OF THE MANAGER
The Manager 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 Manager's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
4. TERM AND RENEWAL
This Agreement will continue in effect for successive periods of up to one
year, provided that each continuance is approved by the Board of Directors of
the Fund including a majority of the directors who are not interested persons of
the Manager, Principal Life Insurance Company or the Fund cast in person at a
meeting called for the purpose of voting on such approval.
5. 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, by
vote of a majority of the outstanding voting securities of the Fund, or by the
Manager.
6. 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.
7. 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
Manager for this purpose shall be the Principal Financial Group, Xxx Xxxxxx,
Xxxx 00000.
8. 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 __________________________________________
Xxxxxx X. Xxxxxx, Senior Vice President
Principal Management Corporation
/s/Xxxxx X. Xxxxxx
By ___________________________________________
Xxxxx X. Xxxxxx, President
