AMENDMENT TO THE
PRINCIPAL GROWTH FUND, INC.
SUB-ADVISORY AGREEMENT
Agreement executed as of the 1st day of January, 1999 to amend the Sub-Advisory
Agreement executed as of November 1, 1994 by and between Princor Management
Corporation (now known as Principal Management Corporation) (hereinafter called
"the Manager") and Invista Capital Management, Inc. (now known was Invista
Capital Management, LLC) (hereinafter called "Invista").
WHEREAS, in the Sub-Advisory Agreement, Manager retained Invista to furnish it
with portfolio selection and related research and statistical services in
connection with the investment advisory services which the Manager has agreed to
provide to the Principal Growth Fund, Inc. (formerly known as Princor Growth
Fund, Inc.) (hereinafter called "the Fund"); and
WHEREAS, the Manager and Invista now wish to amend the Sub-Advisory Agreement;
NOW, THEREFORE, in consideration of the terms and conditions set forth
hereinafter, the parties agree as follows:
1. Paragraph 3 of the Sub-Advisory Agreement is hereby amended by striking
the last twelve words of that paragraph and inserting in their place
the following: "calculated in accordance with Schedule A, attached
hereto."
2. The Sub-Advisory Agreement is hereby amended by attaching to it
Schudule A in the form attached hereto.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first written above.
Principal Management Corporation
/s/A. S. Filean
By: ________________________
Invista Capital Management, LLC
/s/X. X. Xxxxxx
By: ________________________
SCHEDULE A
For the services provided and the expenses assumed by Invista pursuant to the
Sub-Advisory Agreement, the Manager, not the Fund, shall pay Invista a
sub-advisory fee, computed daily and paid monthly, at the annual rate of 0.075%
of the Fund's average daily net assets allocated to Invista's management.
