INVESTMENT SERVICE AGREEMENT
THIS INVESTMENT SERVICE AGREEMENT, to be effective the 5th day of
January, 2005, by and between Principal Global Investors LLC ("PGI"), a Delaware
limited liability Company and Columbus Circle Investors ("CCI"), a Delaware
partnership.
W I T N E S S E T H:
WHEREAS, PGI and CCI are indirect subsidiaries of Principal Financial
Group, Inc. and registered with the Securities and Exchange Commission ("SEC")
under the Investment Advisers Act of 1940 ("the Act"); and
WHEREAS, CCI is willing to make available to PGI on a part-time basis
certain employees of CCI for the purpose of better enabling PGI to fulfill its
portfolio management obligations under a subadvisory agreement (the "Subadvisory
Agreement") PGI has entered into with Principal Management Corporation relating
to the Principal Growth Fund, Inc., provided that PGI bears all costs allocable
to the time spent by those employees on the affairs of PGI; and
WHEREAS, the Principal Growth Fund, Inc. is an investment company
registered with the SEC under the Investment Company Act of 1940 ("the '40Act").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. PGI shall have the right to use, on a part-time basis, and CCI shall
make available on such basis, such employees of CCI and for such periods as CCI
and PGI may agree upon, as reasonably needed by PGI in the performance of its
portfolio management services under the Subadvisory Agreement. CCI will also
make available to PGI such clerical, stenographic and administrative services
and such office supplies and equipment as PGI may reasonably request to
facilitate its performance of such portfolio management services.
2. Any individual who, as an officer, director or employee of CCI
(other than an individual whose duties are solely ministerial or clerical in
nature and who is not involved in PGI's investment process and does not have
access to PGI's investment decisions or recommendations), engages in PGI's
business or affairs pursuant to this Agreement ("Associated Employees") will do
so subject to PGI's supervision, direction and control to the same extent as
would be required by the Act and the '40 Act if such individual engaged therein
as an officer, director or employee of PGI.
3. PGI shall deem each Associated Employee to be a "person associated
with an investment adviser," as that term is defined in Section 202(a)(17) of
the Act. PGI shall identify each Associated Employee on its Form ADV to the same
extent as would be required under the Act if the Associated Employee were an
officer, director or employee of PGI. Pursuant to Rule 204-2(a)(12) under the
Act and Rule 17j-1 under the '40 Act, PGI shall obtain and maintain personal
securities transaction records for each Associated Employee who is an "advisory
representative" as that term is defined in Rule 204-2(a)(12) and each Associated
Employee who is an Access Person, as that term is defined in Rule 17j-1 under
the '40 Act.
4. In performing services for PGI pursuant to this Agreement, the
employees of CCI may, to the extent 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 CCI that is relevant to
making investments for PGI clients, and may make such materials available to
PGI. PGI agrees to treat as confidential any data or materials so provided to it
by CCI and identified as confidential by CCI.
5. Nothing in this Agreement shall be construed to require the
Associated Employees or CCI to favor PGI clients over CCI clients. Purchase and
sale orders for the Portfolios under this Agreement may from time to time be
executed as part of an aggregated or bundled trade that includes purchase and
sale orders for other funds or accounts managed by CCI. CCI shall use its normal
allocation process in determining the allocation of any aggregated or bundled
trade to the Portfolios.
6. PGI and CCI shall each take appropriate steps to ensure that sales
material, disclosure documents (including PGI's Form ADV) and other public
communications make clear that PGI is an entity separate from CCI and
distinguish clearly the services each company provides.
7. CCI shall allow staff members of the SEC access to their books and
records to the extent necessary to examine PGI's business. CCI shall instruct
Associated Employees to cooperate fully with the SEC staff in connection with
such examinations.
8. CCI shall have no responsibility for investment recommendations and
decisions of PGI based upon information or advice given or obtained by or
through any Associated Employee. The obligation of performance under the
Subadvisory Agreement is solely that of PGI, and CCI undertakes no obligation in
respect thereto, except as otherwise expressly provided herein.
9. In consideration of the services to be rendered by CCI and its
employees pursuant to this Agreement, PGI agrees to reimburse CCI for such
costs, direct and indirect, as may be fairly attributable to the services
performed for PGI. Such costs shall include, but not be limited to, an
appropriate portion of:
(a) salaries and related payroll and withholding taxes;
(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 CCI's
offices fairly allocable to activities of PGI under the
Subadvisory Agreement.
The consideration will be paid monthly and will be as agreed between PGI and CCI
from time to time to be representative of the costs as defined in this section
9. The consideration may be expressed in terms of an agreed number of basis
points divided by 12 times the aggregate closing monthly Net Asset Values of the
Portfolios.
10. Any notice under this Agreement shall be in writing and shall be
deemed properly given to a party if delivered in person or delivered by telefax
transmission or sent by registered or certified mail and postage prepaid to such
party at the address set forth below or such other address as such party shall
specify to the other party in writing.
If to PGI: Principal Global Investors LLC
000 Xxxxx, Xxxxx 0000
Xxx Xxxxxx, XX 00000
FAX: (000) 000-0000
Attn.: Xxx X. Xxxxxx
If to CCI: Columbus Circle Investors
Metro Center
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
Attn.: Xxxxx X. Xxxxxxx
11. This Agreement may be terminated by either party upon
giving at least ten (10) days' advance written notice.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed in two counterparts by their duly authorized officers the day and
year first above written.
Principal Global Investors LLC
/s/ Xxx X. Xxxxxx
By ___________________________________
Xxx X. Xxxxxx, Executive Director and
Head of Equities for Principal Global Investors, LLC
Columbus Circle Investors
/s/ Xxxxx X. Xxxxxxx
By ___________________________________
Xxxxx X. Xxxxxxx, Managing Director
and Chief Administrative Officer
