AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
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").
WHEREAS, the common stock of the Fund is currently divided into a number of
separate series of shares each corresponding to a distinct portfolio of
securities; and
WHEREAS, pursuant to Rule 18f-3 of the Investment Company Act of 1940, the
Fund's Board of Directors has established multiple classes of shares of the
various series, including the Select, Preferred, Advisors Select and Advisors
Preferred classes (the "Plan Classes") which are designed for sale in the
employer sponsored retirement plan market; and
WHEREAS, the Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative services to each of the
series of the Fund that currently exists or hereafter is created and that offers
the Plan Classes (the "Series") on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF THE ADMINISTRATOR
The Fund hereby appoints the Administrator to act as the administrator
of the Plan Classes and in that capacity to furnish the Fund with the
transfer agent and shareholder servicing services set forth in Section
2 below and to assume responsibility for paying the expenses of the
Fund identified in Section 4 below. 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
(a) Transfer Agent Services
The Administrator will provide the following services with respect to
the Plan Classes. As transfer agent for the Fund, 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:
(i) issuance, transfer, conversion, cancellation and registry of
ownership of Fund shares, and maintenance of open account system;
(ii) preparation and distribution of dividend and capital gain
payments to shareholders;
(iii)delivery, redemption and repurchase of shares, and remittances
to shareholders;
(iv) 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;
(v) communication with shareholders concerning items (i), (ii), (iii)
and (iv) above; and
(vi) use its best efforts to qualify the Capital Stock of the Fund for
sale in states and jurisdictions as directed by the Fund.
(b) Shareholder Services
The Administrator shall provide shareholder and administrative
services (the "Shareholder Services") to the retirement plans that are
beneficial owners of the Plan Classes (the "Plans"). Shareholders
Services shall not include any activities or expenses that are
primarily intended to result in the sale of additional shares of the
Fund. Shareholders Services and related expenses may include, but are
not limited to, the following:
(i) receiving, aggregating and processing purchase, exchange and
redemption requests from Plans;
(ii) providing Plans with a service that invests the assets of their
accounts in Fund shares pursuant to pre-authorized instructions;
(iii)processing dividend payments from the Fund on behalf of Plans
and changing shareholder account designations;
(iv) acting as shareholder of record and nominee for Plans;
(v) maintaining account records for Plans;
(vi) providing notification to Plans regarding transactions affecting
their accounts;
(vii)forwarding prospectuses, financial reports, tax information and
other shareholder communications from the Fund to Plans;
(viii) distributing, receiving, tabulating and transmitting voting
instructions from Plans; and
(ix) acting as the Fund's agent to assure the Fund's Anti-Money
Laundering Program procedures are implemented and the program is
operated in accordance with those procedures, including:
(a) providing such reports and information as the Fund may
request from time to time to facilitate the Fund's oversight
of such program;
(b) making information and records relating to the Fund's
Anti-Money Laundering Program available to federal
regulators as required by law and permitting such regulators
to examine and inspect the Administrator for purposes of the
program.
(x) other similar administrative services.
3. RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS
In providing the services described in Section 2, 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 with which the Administrator is affiliated, 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. EXPENSES BORNE BY THE ADMINISTRATOR
The Administrator will pay the following operating expenses of the Fund
attributable to the Plan Classes and all other similar Fund expenses
attributable to the Plan Classes:
(a) The cost of meetings of shareholders; and
(b) The cost of initial and on-going qualification of the Capital Stock of
the Fund for sale in states and other jurisdictions.
5. COMPENSATION FOR SERVICES
The Fund will pay the Administrator a fee as described in Schedule A hereto
for services provided pursuant to this agreement.
6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR
The Administrator 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.
7. TERM AND RENEWAL
This Agreement will be effective on September 15, 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.
8. 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.
9. 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.
10. 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, Xxx
Xxxxxx, Xxxx 00000-0000.
11. 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
PRINCIPAL INVESTORS FUND, INC.
SCHEDULE A
The Fund shall pay the Administrator a fee at an annual rate of 0.09% of
the average daily net assets of the Funds' Preferred Class and Advisors
Preferred Class shares and 0.13% of the average net assets of the Fund's Select
Class and Advisors Select Class shares for each Series, and for each new series
added by the Fund hereafter for which the Administrator provides services as
described in this Agreement.
