PRINCIPAL INVESTORS FUND, INC.
CASH MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of September 15, 2000, by and between PRINCIPAL
MANAGEMENT CORPORATION, an Iowa Corporation (hereinafter called "the Manager")
and PRINCIPAL CAPITAL INCOME INVESTORS, LLC, an Iowa Corporation (hereinafter
called "PCII").
W I T N E S S E T H:
WHEREAS, the Manager is the investment advisor of various series of
Principal Investors Fund, Inc., (the "Fund"), an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Manager desires to retain PCII to furnish cash management
advisory services in connection with the investment advisory services which the
Manager has agreed to provide to the Fund, and PCII desires to furnish such
services; and
WHEREAS, the Manager has furnished PCII with copies properly certified or
authenticated of each of the following:
(a) Management Agreement (the "Management Agreement") with the Fund; and
(b) Copies of the registration statement of the Fund as filed pursuant to
the federal securities laws of the United States, including all
exhibits and amendments.
NOW, THEREFORE, in consideration of the premises and the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Appointment of PCII
In accordance with and subject to the Management Agreement, the Manager
hereby appoints PCII to perform cash management advisory services for each
Series of the Fund identified in Schedule A hereto, subject to the control and
direction of the Fund's Board of Directors for the period and on the terms
hereinafter set forth. PCII accepts such appointment and agrees to furnish the
services hereinafter set forth for the compensation herein provided. PCII shall
for all purposes herein be deemed to be an independent contractor and shall,
except as expressly provided or authorized, have no authority to act for or
represent the Fund or the Manager in any way or otherwise be deemed an agent of
the Fund or the Manager.
2. Compensation
As full compensation for all services rendered and obligations assumed by
PCII hereunder with respect to the Fund, the Manager shall pay PCII within 10
days after the end of each calendar month, or as otherwise agreed, an amount
representing PCII's actual cost of providing such services and assuming such
obligations.
3. Duration and Termination of This Agreement
This Agreement shall become effective on the latest of (i) the date of its
execution, (ii) the date of its approval by a majority of the directors of the
Fund, including approval by the vote of a majority of the directors of the Fund
who are not interested persons of the Manager, Principal Life Insurance Company,
PCII or the Fund cast in person at a meeting called for the purpose of voting on
such approval and (iii) the date of its approval by a majority of the
outstanding voting securities of the Series. 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 a
vote of a majority of the outstanding voting securities of the Series and in
either event by vote of a majority of the directors of the Fund who are not
interested persons of the Manager, Principal Life Insurance Company, PCII 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 Series, PCII
or by the Manager. This Agreement shall automatically terminate in the event of
its assignment. In interpreting the provisions of this Section 3, 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.
4. Amendment of this Agreement
No amendment of this Agreement shall be effective until approved by vote of
the holders of a majority of the outstanding voting securities of the Series and
by vote of a majority of the directors of the Fund who are not interested
persons of the Manager, PCII, Principal Life Insurance Company or the Fund cast
in person at a meeting called for the purpose of voting on such approval.
5. General Provisions
(a) Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof. This Agreement
shall be construed and enforced in accordance with and governed by the laws of
the State of Iowa. The captions in this Agreement are included for convenience
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
(b) Any notice under this Agreement shall be in writing, addressed and
delivered or mailed postage pre-paid 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 Manager and of PCII for
this purpose shall be The Principal Financial Group, Xxx Xxxxxx, Xxxx
00000-0000.
(c) PCII agrees to notify the Manager of any change in PCII's officers and
directors within a reasonable time after such change.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
PRINCIPAL CAPITAL INCOME INVESTORS, LLC
By /s/Xxxxxxx X. Munct
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Xxxxxxx X. Xxxxx, Executive Director
PRINCIPAL MANAGEMENT CORPORATION
By /s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
Schedule A
PCII provides cash management investment advisory services for each Series of
Principal Investors Fund, Inc. identified below:
Series
Balanced Fund
International Emerging Markets Fund
International Fund I
International SmallCap Fund
LargeCap Blend Fund
LargeCap Growth Fund
LargeCap S&P 500 Index Fund
LargeCap Value Fund
MidCap Blend Fund
MidCap Growth Fund
MidCap S&P 400 Index Fund
MidCap Value Fund
Real Estate Fund
SmallCap Blend Fund
SmallCap Growth Fund
SmallCap S&P 600 Index Fund
SmallCap Value Fund
