SHAREHOLDER SERVICES AGREEMENT
AGREEMENT to be effective January 1, 2006, by and between PRINCIPAL
MANAGEMENT CORPORATION, (the "Administrator") and Principal Life Insurance
Company ("Principal Life").
WHEREAS, The Administrator has entered into an Administrative Services
Agreement with Principal Investors Fund, Inc. (the "Fund") pursuant to which the
Administrator has agreed to provide certain shareholder services to retirement
plans that are beneficial owners of the Plan Classes, as defined in the
Administrative Services Agreement, of each of the series of the Fund that
currently exists or hereafter is created and that offer the Plan Classes (the
"Series"); and
WHEREAS, Principal Life intends to act as plan administrator for certain
Plans (the "Principal Life Plans"); and
WHEREAS, The Administrator desires to contract with Principal Life to
provide certain shareholder services for the Principal Life Plans.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF SHAREHOLDER SERVICING AGENT
The Administrator hereby appoints Principal Life to act as a shareholder
servicing agent for the Principal Life Plans and to provide the services set
forth below and Principal Life agrees to act, perform or assume the
responsibility therefore in the manner and subject to the conditions hereinafter
set forth.
2. SERVICES FURNISHED BY PRINCIPAL LIFE
Principal Life shall provide the shareholder and administrative services
set forth below (the "Shareholder Services") to the Principal Life Plans and
shall pay all expenses associated with providing those services. Shareholder
Services shall not include any activities or expenses that are primarily
intended to result in the sale of additional shares of the Fund. Shareholder
Services and related expenses may include, but are not limited to, the
following:
(a) receiving, aggregating and processing purchase, exchange and
redemption requests from Principal Life Plans and placing
purchase, exchange and redemption orders with the Fund's transfer
agent;
(b) providing Principal Life Plans with a service that invests the
assets of their accounts in shares pursuant to pre-authorized
instructions;
(c) processing dividend payments from the Fund on behalf of Principal
Life Plans and changing shareholder account designations; (d)
maintaining account records for Principal Life Plans; (e)
providing notification to Principal Life Plans regarding
transactions affecting their accounts; (f) forwarding
prospectuses, financial reports, tax information and other
communications from the Fund to Principal Life Plans; (g)
distributing, receiving, tabulating and transmitting voting
instructions from Principal Life Plans; and (h) other similar
administrative services.
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.
3. COMPENSATION FOR SERVICES
The Administrator will pay Principal Life a fee as described in Appendix A
hereto for services provided pursuant to this agreement.
4. 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 Administrator 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.
5. DURATION AND 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 Administrator or by Principal Life.
6. 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.
7. 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 Administrator and
Principal Life for this purpose shall be the Principal Financial Group,
placeCityDes Moines, StateIowa PostalCode50392-0200.
8. 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/Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, Senior Vice President
Principal Life Insurance Company
By /s/Xxxxxxx X. Beer
--------------------------------------------------
Xxxxxxx X. Beer, Vice President
APPENDIX A
PRINCIPAL INVESTORS FUND, INC.
SCHEDULE A
For services Principal Life provides to Principal Life Plans, except
non-qualified deferred compensation plans as described in schedule B below, the
administrator shall pay Principal Life a fee as indicated in the following
table:
Series Share Class Fee as a Percentage of Average Daily Net
------ ----------- ----------------------------------------
Assets of the Series
All Adivsors Signature 0.28%
All Advisors Select 0.20%
All Advisors Preferred 0.15%
All Select 0.13%
All Preferred 0.11%
SCHEDULE B
The Administrator shall pay EBS a fee as indicated in the following table for
services EBS provides as described in this Agreement to non-qualified deferred
compensation plans:
Annualized Fee as a Percentage
Series Share Class Of Average Daily Net Assets
LargeCap Value Advisors Preferred 0.088%
LargeCap Growth Advisors Preferred 0.088%
MidCap Blend Advisors Preferred 0.088%
MidCap Value Advisors Preferred 0.088%
MidCap Growth Advisors Preferred 0.088%
SmallCap Value Advisors Preferred 0.088%
SmallCap Blend Advisors Preferred 0.088%
SmallCap Growth Advisors Preferred 0.088%
LargeCap S&P 500 Index Advisors Preferred 0.044%
MidCap S&P 400 Index Advisors Preferred 0.044%
SmallCap S&P 600 Index Advisors Preferred 0.044%
Real Estate Securities Advisors Preferred 0.044%
Bond & Mortgage Securities Advisors Preferred 0.088%
Partners LargeCap Blend Advisors Preferred 0.088%
Partners LargeCap Growth I Advisors Preferred 0.088%
Partners LargeCap Growth II Advisors Preferred 0.088%
Partners LargeCap Value Advisors Preferred 0.088%
Partners LargeCap Value I Advisors Preferred 0.088%
Partners LargeCap Value II Advisors Preferred 0.088%
Capital Preservation Fund Advisors Preferred 0.088%
Partners LargeCap Blend I Advisors Preferred 0.088%
International Fund I Advisors Preferred 0.198%
International Emerging Markets Advisors Preferred 0.198%
Government Securities Advisors Preferred 0.088%
Short Term Bond Advisors Preferred 0.044%
High Quality Long Term Bond Advisors Preferred 0.044%
High Quality Int Term Bond Advisors Preferred 0.044%
Money Market Advisors Preferred 0.088%
International Fund II Advisors Preferred 0.198%
Partners MidCap Growth Advisors Preferred 0.088%
Partners MidCap Value Advisors Preferred 0.088%
Partners SmallCap Value Advisors Preferred 0.088%
Partners SmallCap Growth I Advisors Preferred 0.088%
Partners SmallCap Growth II Advisors Preferred 0.088%
Partners SmallCap Growth III Advisors Preferred 0.088%
Partners SmallCap Value I Advisors Preferred 0.088%
Partners SmallCap Value II Advisors Preferred 0.088%
Partners SmallCap Blend Advisors Preferred 0.088%
LargeCap Blend I Advisors Preferred 0.088%
Partners Large Cap Growth Advisors Preferred 0.088%
LargeCap Value Preferred 0.084%
LargeCap Growth Preferred 0.084%
MidCap Blend Preferred 0.084%
MidCap Value Preferred 0.084%
MidCap Growth Preferred 0.084%
SmallCap Value Preferred 0.084%
SmallCap Blend Preferred 0.084%
SmallCap Growth Preferred 0.084%
LargeCap S&P 500 Index Preferred 0.042%
MidCap S&P 400 Index Preferred 0.042%
SmallCap S&P 600 Index Preferred 0.042%
Real Estate Securities Preferred 0.042%
Bond & Mortgage Securities Preferred 0.084%
Partners LargeCap Blend Preferred 0.084%
Partners LargeCap Growth I Preferred 0.084%
Partners LargeCap Growth II Preferred 0.084%
Partners LargeCap Value Preferred 0.084%
Partners LargeCap Value I Preferred 0.084%
Partners LargeCap Value II Preferred 0.084%
Capital Preservation Fund Preferred 0.084%
Partners LargeCap Blend I Preferred 0.084%
International Fund I Preferred 0.189%
International Emerging Markets Preferred 0.189%
Government Securities Preferred 0.084%
Short Term Bond Preferred 0.042%
High Quality Long Term Bond Preferred 0.042%
High Quality Int Term Bond Preferred 0.042%
Money Market Preferred 0.084%
International Fund II Preferred 0.189%
Partners MidCap Growth Preferred 0.084%
Partners MidCap Value Preferred 0.084%
Partners SmallCap Value Preferred 0.084%
Partners SmallCap Growth I Preferred 0.084%
Partners SmallCap Growth II Preferred 0.084%
Partners SmallCap Growth III Preferred 0.084%
Partners SmallCap Value I Preferred 0.084%
Partners SmallCap Value II Preferred 0.084%
Partners SmallCap Blend Preferred 0.084%
LargeCap Blend I Preferred 0.084%
Partners LargeCap Growth Preferred 0.084%
LargeCap Value Select 0.092%
LargeCap Growth Select 0.092%
MidCap Blend Select 0.092%
MidCap Value Select 0.092%
MidCap Growth Select 0.092%
SmallCap Value Select 0.092%
SmallCap Blend Select 0.092%
SmallCap Growth Select 0.092%
LargeCap S&P 500 Index Select 0.046%
MidCap S&P 400 Index Select 0.046%
SmallCap S&P 600 Index Select 0.046%
Real Estate Securities Select 0.046%
Bond & Mortgage Securities Select 0.092%
Partners LargeCap Blend Select 0.092%
Partners LargeCap Growth I Select 0.092%
Partners LargeCap Growth II Select 0.092%
Partners LargeCap Value Select 0.092%
Partners LargeCap Value I Select 0.092%
Partners LargeCap Value II Select 0.092%
Capital Preservation Fund Select 0.092%
Partners LargeCap Blend I Select 0.092%
International Fund I Select 0.207%
International Emerging Markets Select 0.207%
Government Securities Select 0.092%
High Quality Short Term Bond Select 0.046%
High Quality Long Term Bond Select 0.046%
High Quality Int Term Bond Select 0.046%
Money Market Select 0.092%
International Fund II Select 0.207%
Partners MidCap Growth Select 0.092%
Partners MidCap Value Select 0.092%
Partners SmallCap Value Select 0.092%
Partners SmallCap Value I Select 0.092%
Partners SmallCap Value II Select 0.092%
Partners SmallCap Growth I Select 0.092%
Partners SmallCap Growth II Select 0.092%
Partners SmallCap Growth III Select 0.092%
Partners SmallCap Blend Select 0.092%
LargeCap Blend I Select 0.092%
Partners LargeCap Growth Select 0.092%
