PRINCIPAL INVESTORS FUND, INC.
AMENDED AND RESTATED
CASH MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of October 23, 2003, by and between PRINCIPAL
MANAGEMENT CORPORATION, an Iowa Corporation (hereinafter called "the Manager")
and PRINCIPAL GLOBAL INVESTORS, LLC, an Iowa Corporation (hereinafter called
"PGI").
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 PGI desires to furnish such
services; and
WHEREAS, the Manager has furnished PGI 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 PGI
In accordance with and subject to the Management Agreement, the Manager
hereby appoints PGI 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. PGI accepts such appointment and agrees to
furnish the services hereinafter set forth for the compensation herein
provided. PGI 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
PGI hereunder with respect to the Fund, the Manager shall pay PGI within 10
days after the end of each calendar month, or as otherwise agreed, an
amount representing PGI'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, PGI 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, PGI 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, PGI 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, PGI, 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 PGI for this purpose shall be The
Principal Financial Group, Xxx Xxxxxx, Xxxx 00000-0000.
(c) PGI agrees to notify the Manager of any change in PGI'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 GLOBAL INVESTORS, LLC
By /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Executive Director-Fixed Income
PRINCIPAL MANAGEMENT CORPORATION
By /s/A. S. Filean
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Xxxxxx X. Xxxxxx, Senior Vice President
Schedule A
PGI provides cash management investment advisory services for each Series of
Principal Investors Fund, Inc. identified below:
Series
Preferred Securities Fund
Real Estate Fund
