AMENDED AND RESTATED
SERVICE SUB-AGREEMENT
AGREEMENT to be effective June 14, 2004, by and between PRINCIPAL
MANAGEMENT CORPORATION (the "Manager") and Principal Life Insurance Company
("Principal Life").
In consideration of the premises and mutual agreements herein contained,
the Manager hereby appoints Principal Life to provide personal services to
shareholders and beneficial owners as described herein and Principal Life agrees
to act, perform or assume the responsibility therefore in the manner and subject
to the conditions hereinafter set forth.
1. SERVICES FURNISHED BY PRINCIPAL LIFE
Principal Life will provide personal services to shareholders and
beneficial owners of Advisors Preferred Class, Preferred Class, Advisors Select
Class, Select Class and Advisors Signature Class (the "Plan Classes") shares of
each Series of Principal Investors Fund, Inc. ("Fund") that currently exists 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, Principal Life may contract with
others, including companies affiliated with Principal Life, for data systems,
processing services and other administrative services. Principal Life may at any
time or times in its discretion appoint (and may at any time remove) other
parties, including companies affiliated with Principal Life, as its agent to
carry out such provisions of the Agreement as Principal Life may from time to
time direct; provided, however, that the appointment of any such agent shall not
relieve Principal Life of any of its responsibilities or liabilities hereunder.
2. COMPENSATION FOR SERVICES
The Manager will pay Principal Life 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 Principal Life, or at
such other intervals as the Manager and Principal Life 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 PRINCIPAL LIFE
Principal Life shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Manager in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on Principal Life's part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
4. 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 Manager or by Principal Life.
5. 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.
6. 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 Manager and Principal
Life for this purpose shall be the Principal Financial Group, Xxx Xxxxxx, Xxxx
00000.
7. 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 Management Corporation
By /s/A. S. Filean
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Xxxxxx X. Xxxxxx, Senior Vice President
Principal Life Insurance Company
By /s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Senior Vice President
