PRINCIPAL INVESTORS FUND, INC.
DISTRIBUTION AGREEMENT
FOR CLASS A, CLASS B AND CLASS C SHARES
Agreement effective as of January 12, 2007, by and between PRINCIPAL
INVESTORS FUND, INC., a Maryland corporation (referred to herein as the "Fund")
and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (referred to
herein as the "Distributor").
W I T N E S S E T H:
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WHEREAS, The Fund and the Distributor wish to enter into an agreement
setting forth the terms upon which the Distributor will act as underwriter and
distributor of the Fund's Class A, Class B and Class C shares (the "Retail
Shares"); and
WHEREAS, The Fund and the Distributor have adopted procedures to
implement an Anti-Money Laundering Program reasonably designed to prevent the
Retail Shares of the Fund from being used to launder money or to support
terrorist activities; and
WHEREAS, The Fund wants to appoint the Distributor as its agent to assure
the Fund's Anti-Money Laundering Program procedures are implemented and the
program is operated in accordance with those procedures, and the Distributor is
willing to accept this responsibility.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Fund hereby appoints the Distributor to act as
principal underwriter (as such term is defined in Section 2(a)(29) of the
Investment Company Act of 1940 (as amended)) of the Retail Shares of Capital
Stock of each of the Fund's series (the "Series"), and each Series hereafter
offered by the Fund and the Distributor agrees to act and perform the duties and
functions of underwriter in the manner and subject to the conditions hereinafter
set forth.
1. SOLICITATION OF ORDERS
In consideration of the rights granted herein to the Distributor,
Distributor agrees to use all reasonable efforts, consistent with its other
business, to secure purchasers for Retail Shares of the Fund. This shall
not prevent the Distributor from entering into like arrangements (including
arrangements involving the payment of underwriting commissions) with other
issuers. The Distributor shall have the right to enter into sales
agreements with dealers of its choice for the sale of Retail Shares of the
Fund to eligible purchasers as described in the Fund's current Prospectus
and/or Statement of Additional Information at the public offering price
only and fix in such agreements the portion of the sales charge which may
be retained by dealers, provided that the Fund shall approve the form of
the sales agreement and the dealer discounts set forth therein and shall
evidence such approval by filing said form of sales agreement and
amendments thereto as an exhibit to its currently effective registration
statement under the Securities Act of 1933 (the "1933 Act").
2. SERVICE AGREEMENTS
The Distributor shall have the right to enter into Service Agreements with
selling dealers and banks or other financial institutions to provide
shareholder services to the Class A, Class B and Class C shareholders,
including without limitation, services such as furnishing information as to
the status of shareholder accounts, responding to telephone and written
inquiries of shareholders, and assisting shareholders with tax information,
provided that the Fund shall approve the form of Service Agreement.
3. SALE OF SHARES
The Distributor is authorized to sell as agent on behalf of the Fund
authorized Retail Shares of the Fund by accepting unconditional orders
placed with the Distributor by investors in states wherever sales may
lawfully be made during the term of this Agreement and subject to the
registration requirements of the 1933 Act.
4. PUBLIC OFFERING PRICE
Except as otherwise noted in the Fund's current Prospectus and/or Statement
of Additional Information, all shares sold to investors by the Distributor
or the Fund will be sold at the public offering price. The public offering
price for all accepted orders will be the net asset value per share, as
determined in the manner described in the Fund's current Prospectus and/or
Statement of Additional Information, plus a sales charge (if any) described
in the Fund's current Prospectus and/or Statement of Additional
Information, subject to any waivers or reductions in the sales charge that
may be described therein. The Fund shall in all cases receive the net asset
value per share on all sales. If a sales charge is in effect, the
Distributor shall have the right subject to such rules or regulations of
the Securities and Exchange Commission as may then be in effect pursuant to
Section 22 of the Investment Company Act of 1940 to pay a portion of the
sales charge to its agents, employees and registered representatives and to
dealers who have sold Retail Shares of the Fund. The Distributor shall
receive a commission equal to the difference between the basic retail price
and the "net asset value" of the Fund's shares sold through the Distributor
subject to a sales charge at the basic retail price. If any such commission
is received by the Fund, it will pay such commission to the Distributor. If
a fee in connection with shareholder redemptions is in effect, the Fund
shall collect the fee on behalf of Distributor and, unless otherwise agreed
upon by the Fund and Distributor, the Distributor shall be entitled to
receive all of such fees. The Distributor may pay its agents and employees
such compensation, allow to dealers such concessions, and allow (and
authorize dealers to re-allow) such discounts to purchasers, as the
Distributor may determine from time to time. The Distributor may also
purchase as principal Retail Shares of the Fund at "net asset value" and
sell such shares at the public offering price.
5. AUTHORIZED REPRESENTATIONS
The Distributor is not authorized by the Fund to give any information or to
make any representations other than those contained in the appropriate
registration statement or Prospectus and Statement of Additional
Information filed with the Securities and Exchange Commission under the
1933 Act (as these registration statements, Prospectuses and Statements of
Additional Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on behalf
of the Fund for the Distributor's use. This shall not be construed to
prevent the Distributor from preparing and distributing sales literature or
other material as it may deem appropriate.
6. DELIVERY OF PAYMENTS AND ISSUANCE OF SHARES
The Distributor will deliver to the Fund all payments made pursuant to
orders accepted by the Distributor upon receipt thereof by the Distributor
in its principal place of business.
After payment the Fund will issue shares of the applicable class of Capital
Stock by crediting the appropriate number of shares to a stockholder
account in such names and such manner as specified in the application or
order relating to such shares.
7. SALE OF SHARES TO INVESTORS BY THE FUND
Any right granted to the Distributor to accept orders for shares or make
sales on behalf of the Fund will not apply to Retail Shares issued in
connection with the merger or consolidation of any other investment company
with the Fund or its acquisition, purchase or otherwise, of all or
substantially all the assets of any investment company or substantially all
the outstanding shares of any such company. Also, any such right shall not
apply to Retail Shares issued, sold or transferred, whether Treasury or
newly issued shares, that may be offered by the Fund to investors on
applications received and accepted by the Fund or to its shareholders, as
stock dividends or splits for not less than "net asset value".
8. AGREEMENTS WITH DEALERS OR OTHERS
In making agreements with any dealers or others, the Distributor shall act
only in its own behalf and in no sense as agent for the Fund and shall be
agent for the Fund only in respect of sales and repurchases of Fund shares.
9. COPIES OF CORPORATE DOCUMENTS
The Fund will furnish the Distributor promptly with properly certified or
authenticated copies of any registration statements filed by it with the
Securities and Exchange Commission under the 1933 Act, as amended, or the
Investment Company Act of 1940, as amended, together with any financial
statements and exhibits included therein and all amendments or supplements
thereto hereafter filed. Also, the Fund shall furnish the Distributor, at
the Distributor's expense, with a reasonable number of printed copies of
each semi-annual and annual report (quarterly if made) of the Fund as the
Distributor may request, and shall cooperate fully in the efforts of the
Distributor to sell and arrange for the sale of the Fund's shares of
Capital Stock and in the performance by the Distributor of all of its
duties under this Agreement.
10. RESPONSIBILITY FOR CONTINUED REGISTRATION INCLUDING INCREASE IN SHARES
The Fund will assume the continued responsibility for meeting the
requirements of registration under the 1933 Act, as amended, under the
Investment Company Act of 1940, as amended, and under the securities laws
of the various states where the Distributor is registered as a
broker-dealer. The Fund, subject to the necessary approval of its
shareholders, will increase the number of authorized shares from time to
time as may be necessary to provide the Distributor with such number of
shares as the Distributor may reasonably be expected to sell.
11. SUSPENSION OF SALES
If and whenever the determination of asset value of a Series is suspended
pursuant to applicable law, and such suspension has become effective, until
such suspension is terminated no further applications for shares of the
Series shall be accepted. In addition, the Fund reserves the right to
suspend sales and the Distributor's authority to accept orders for shares
on behalf of the Fund, if in the judgment of the majority of its Board of
Directors, or of its Executive Committee if such Committee exists, it is in
the best interest of the Fund to do so, suspension to continue for such
period as may be determined by such majority; and in that event no shares
of that Series will be sold by the Fund or by the Distributor on behalf of
the Fund while such suspension remains in effect except for shares
necessary to cover unconditional orders accepted by the Distributor before
the Distributor had knowledge of the suspension.
12. RESPONSIBILITY FOR IMPLEMENTING THE FUND'S ANTI-MONEY LAUNDERING PROGRAM
The Fund hereby appoints the Distributor to act as its agent to assure the
Fund's Anti-Money Laundering Program procedures applicable to Retail Shares
are implemented and the Distributor accepts this appointment. The
Distributor will assure such procedures are implemented and that the
program operates in accordance with those procedures and will provide such
reports and information as the Fund may request from time to time to
facilitate the Fund's oversight of such program. The Distributor will also
make information and records relating to the Fund's Anti-Money Laundering
Program available to federal regulators as required by law and will permit
such regulators to examine and inspect the Distributor for purposes of the
program. The Distributor will perform the specific requirements of the
Fund's Customer Identification Program and will annually certify it has
implemented the Fund's anti-money laundering program.
13. EXPENSES
The Fund will pay (or will enter into arrangements providing for the
payment of) all fees and expenses: (1) in connection with the preparation
and filing of any registration statement or amendments thereto as required
under the Investment Company Act of 1940, as amended; (2) in connection
with the preparation and filing of any registration statement and
prospectus or amendments thereto under the 1933 Act, as amended, covering
the issue and sale of the Fund's shares; and (3) in connection with the
registration of the Fund and qualification of shares for sale in the
various states and other jurisdictions. The Fund will also pay (or will
enter into arrangements providing for the payment of) the cost of (i)
preparation and distribution to shareholders of prospectuses, reports, tax
information, notices, proxy statements and proxies; (ii) preparation and
distribution of dividend and capital gain payments to shareholders; (iii)
issuance, transfer, registry and maintenance of open account charges; (iv)
delivery, remittance, redemption and repurchase charges; and (v)
communication with shareholders concerning these items. The Fund will pay
taxes including, in the case of redeemed shares, any initial transfer taxes
unpaid.
The Distributor shall assume responsibility for (or will enter into
arrangements providing for the payment of) the expense of printing
prospectuses used for the solicitation of new accounts of the Fund. The
Distributor will pay (or will enter into arrangements providing for the
payment of) the expenses of other sales literature for the Fund, will pay
all fees and expenses in connection with the Distributor's qualification as
a dealer under the Securities Exchange Act of 1934, as amended, and in the
various states, and all other expenses in connection with the sale and
offering for sale of shares of the Fund which have not been herein
specifically allocated to or assumed by the Fund.
As provided in the Distribution and Service Plan adopted by the Fund, it is
recognized by the Fund that Principal Management Corporation (the
"Manager") may make payment to the Distributor with respect to any expenses
incurred in the distribution of shares of the Fund, such payments payable
from the past profits or other resources of the Manager including
management fees paid to it by the Fund.
14. CONFORMITY WITH LAW
The Distributor agrees that in selling the shares of the Fund it will duly
conform in all respects with the laws of the United States and any state or
other jurisdiction in which such shares may be offered for sale pursuant to
this Agreement.
15. MEMBERSHIP IN NATIONAL ASSOCIATION OF SECURITIES DEALERS
The Fund recognizes that the Distributor is now a member of the National
Association of Securities Dealers, and in the conduct of its duties under
this Agreement the Distributor is subject to the various rules, orders and
regulations of such organization. The right to determine whether such
membership should or should not continue, or to join other organizations,
is reserved by the Distributor.
16. OTHER INTERESTS
It is understood that directors, officers, agents and stockholders of the
Fund are or may be interested in the Distributor as directors, officers,
stockholders, or otherwise; that directors, officers, agents, and
stockholders of the Distributor are or may be interested in the Fund as
directors, officers, stockholders or otherwise; that the Distributor may be
interested in the Fund as a stockholder or otherwise; and that the
existence of any dual interest shall not affect the validity hereof or of
any transaction hereunder except as otherwise provided in the Articles of
Incorporation of the Fund and the Distributor, respectively, or by specific
provision of applicable law.
17. INDEMNIFICATION
The Fund agrees to indemnify, defend and hold the Distributor, its officers
and directors, and any person who controls the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its
officers, directors or any such controlling person may incur under the
Securities Act of 1933, or under common law or otherwise, arising out of or
based upon any untrue statement of a material fact contained in the Fund's
registration statement, Prospectus or Statement of Additional Information
or arising out of or based upon any alleged omission to state a material
fact required to be stated therein or necessary to make the statements in
either or necessary to make the statements therein not misleading, except
insofar as such claims, demands, liabilities or expenses arise out of or
are based upon any such untrue statement or omission made in conformity
with information furnished in writing by the Distributor to the Fund for
use in the Fund's registration statement or Prospectus or Statement of
Additional Information: provided, however, that this indemnity agreement,
to the extent that it might require indemnity of any person who is also an
officer or director of the Fund or who controls the Fund within the meaning
of Section 15 of the 1933 Act, shall not inure to the benefit of such
officer, director or controlling person unless a court of competent
jurisdiction shall determine, or it shall have been determined by
controlling precedent that such result would not be against public policy
as expressed in the Securities Act of 1933, and further provided, that in
no event shall anything contained herein be so construed as to protect the
Distributor against any liability to the Fund or to its security holders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of its
duties, or by reason of its reckless disregard of its obligations under
this Agreement. The Fund's agreement to indemnify the Distributor, its
officers and directors and any such controlling person as aforesaid is
expressly conditioned upon the Fund being promptly notified of any action
brought against the Distributor, its officers or directors, or any such
controlling person, such notification to be given by letter or telegram
addressed to the Fund. The Fund agrees promptly to notify the Distributor
of the commencement of any litigation or proceedings against it or any of
its directors in connection with the issue and sale of any shares of it
Capital Stock.
The Distributor agrees to indemnify, defend and hold the Fund, its officers
and directors and any person who controls the Fund, if any, within the
meaning of Section 15 of the 1933 Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands liabilities and any
counsel fees incurred in connection therewith) which the Fund, its
directors or officers or any such controlling person may incur under the
1933 Act or under common law or otherwise; but only to the extent that such
liability or expense incurred by the Fund, its directors or officers or
such controlling person resulting from such claims or demands shall arise
out of or be based upon any alleged untrue statement of a material fact
contained in information furnished in writing by the Distributor to the
Fund for use in the Fund's registration statement, Prospectus or Statement
of Additional Information or shall arise out of or be based upon any
alleged omission to state a material fact in connection with such
information required to be stated in the registration statement, Prospectus
or Statement of Additional Information or shall arise out of or be based
upon any alleged omission to state a material fact in connection with such
information required to be stated in the registration statement or
Prospectus or necessary to make such information not misleading. The
Distributor's agreement to indemnify the Fund, its directors and officers,
and any such controlling person as aforesaid is expressly conditioned upon
the Distributor being promptly notified of any action brought against the
Fund, its officers or directors or any such controlling person.
18. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the execution date specified on
page 1 of this Agreement and will remain in effect for more than two years
thereafter only so long as such 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 Fund, provided
that in either event such continuation shall be approved by the vote of a
majority of the directors who are not interested persons of the
Distributor, Principal Life Insurance Company, or the Fund cast in person
at a meeting called for the purpose of voting on such approval. This
Agreement may be terminated on 60 days written notice at any time, without
payment of any penalty, by the Fund or by the Distributor. This Agreement
shall terminate automatically in the event of its assignment.
In interpreting the provisions of this paragraph 18, the definitions
contained in section 2(a) of the Investment Company Act of 1940 and the
rules thereunder (particularly the definitions of "interested person",
"assignment" and "voting security") shall be applied.
19. 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. If the Fund should at any time deem it necessary or advisable in
the best interests of the Fund that any amendment of this Agreement be made
in order to comply with the recommendations or requirements of the
Securities and Exchange Commission or other governmental authority or to
obtain any advantage under state or federal tax laws and should notify the
Distributor of the form of such amendment, and the reasons therefore, and
if the Distributor should decline to assent to such amendment, the Fund may
terminate this Agreement forthwith. If the Distributor should at any time
request that a change be made in the Fund's Articles of Incorporation or
By-laws, or in its method of doing business, in order to comply with any
requirements of federal law or regulations of the Securities and Exchange
Commission or of a national securities association of which the Distributor
is or may be a member, relating to the sale of shares of the Fund, and the
Fund should not make such necessary change within a reasonable time, the
Distributor may terminate this Agreement forthwith.
20. ADDRESS FOR PURPOSES 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 Distributor for this purpose shall be The Principal
Financial Group, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
21. SPECIAL RULES FOR COMPENSATION OF DISTRIBUTOR IN RESPECT OF CLASS B SHARES
In consideration of the Distributor's role in the distribution of the Class
B shares of each Series of the Fund (including the Class B shares of such
Series issued in connection with its acquisition of the assets of a fund of
WM Trust I, WM Trust II or WM Strategic Asset Management Portfolios, LLC (
the "Washington Mutual Funds"), the Fund shall: (i) pay the Distributor its
"Allocable Portion," as defined below, of the maximum distribution fee
contemplated by the Fund's Distribution Plan and Agreement - Class B Shares
for each Series as in effect on the date hereof (the "Plan") and (ii)
withhold and pay over to the Distributor upon redemption of each Class B
share of each Series, the contingent deferred sales charges contemplated by
the Prospectus for the Fund (which in the case of Class B shares issued in
connection with the Fund's acquisition of the assets of any fund of the
Washington Mutual Funds shall be computed in accordance with Appendix A
hereto) to be withheld from Class B shares of each Series that would be
attributable to the Distributor under the principles described below for
determining the Distributor's Allocable Portion of the distribution fee.
Notwithstanding anything to the contrary elsewhere in this Agreement or the
Plan:
1. The distribution fee accrues daily at the rate of 75 basis points per
annum on the average daily net asset value of all of the outstanding
Class B shares of each Series, including Class B shares issued in
connection with the Fund's acquisition of assets of the Washington
Mutual Funds, subject to the applicable rules of the NASD, and shall
be paid monthly as promptly as possible after the last day of each
month but in any event prior to the tenth day of the following
calendar month;
2. The Distributor's Allocable Portion in respect of each Series shall be
100% until such time as it shall be replaced as Distributor of the
Class B shares of the Series; thereafter, its Allocable Portion shall
be the portion of the total distribution fee accruing in respect of
outstanding Class B shares of the Series as is fairly attributable to
the portion of such outstanding Class B shares that are outstanding
when the Distributor ceases to serve in that capacity or are later
issued as dividends or other distributions in respect of such Class B
shares or in free exchanges for Class B shares of other Series or
other funds for which the Distributor acts as principal distributor
that are fairly attributable to the Distributor on the same basis; and
the Allocable Portion of each subsequent distributor (a "Subsequent
Distributor") shall be the portion of such outstanding Class B shares
that were sold by the Fund during the period such Subsequent
Distributor served as distributor or were later issued as dividends or
other distributions in respect of such Class B shares or in free
exchanges for Class B shares of other Series or funds for which such
Subsequent Distributor acts as principal distributor that are fairly
attributable to such Subsequent Distributor on the same basis; it
being understood that the Fund and the Distributor shall agree on
procedures for making these allocations (the "Allocation Procedures");
3. The Distributor shall be deemed to have fully earned its Allocable
Portion of the distribution fee payable in respect of Class B shares
of a Series as of any point in time upon the sale of the outstanding
commission shares (i.e., those that are initially subject to
contingent deferred sales charges under circumstances set forth in the
Prospectus for such shares whether or not such shares are later
released from that obligation) of such Series as of such point in
time;
4. The Distributor hereby directs the Fund, and the Fund hereby agrees,
to pay all of the Distributor's Allocable Portion of the distribution
fee, as may be more specifically directed by the Distributor in
Irrevocable Payment Instructions, to persons which have provided funds
to the Distributor to cover or otherwise enable the incurring of
expenses associated with services in connection with the distribution
of the Class B shares of the funds of the Washington Mutual Funds in
exchange for the assets of which Class B shares of the Fund were
issued; and
5. The Fund's obligation to pay the Distributor (or an assignee of the
Distributor) its Allocable Portion of the distribution fee as provided
hereby shall be absolute and unconditional and not subject to offset
or counterclaim and shall not be terminated or modified (including
without limitation, by change in the rules applicable to the
conversion of the Class B shares into shares of another class) for any
reason (including a termination of the Plan, a termination of the
Distributor as distributor of the Class B shares of the Fund or any
Series thereof or a termination of this Agreement) except:
a. To the extent required by a change in the Investment Company Act
of 1940 (the "1940 Act"), the rules and regulations under the
1940 Act, the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), or any judicial decisions
or interpretive pronouncements by the Securities and Exchange
Commission or its staff, which is either binding upon the
Distributor or generally complied with by similarly situated
distributors of mutual fund shares;
b. on a basis which does not alter the Distributor's Allocable
Portion of the distribution fee computed with reference to shares
of the Fund or any Series thereof or any other fund for which it
acts as distributor that were outstanding immediately prior to
such termination or modification or which are thereafter issued
directly or indirectly as a result of dividends or other
distributions or free exchanges of such shares; or
c. in connection with a "Complete Termination" of the Plan by the
Fund, and for this purpose: (1) a "Complete Termination" of the
Plan for the Class B shares of a Series shall occur only if and
only so long as the Plan is terminated for such Class B shares
and following such termination, no distribution fees are imposed
either on such Class B shares or on any "Similar Class" of shares
of such Series; (2) a "Similar Class" is any class of shares of
such Series that has a sales load structure substantially similar
to that of the class for which this Plan was terminated, taking
into account the total sales load borne directly or indirectly by
holders of such class of shares including commission paid
directly by such holders to brokers on issuance of shares of such
class, asset based sales charges paid by the Fund/Series and
allocated to shares of such class, contingent deferred sales
charges payable by holders of shares of such class, installment
or deferred sales charges payable by holders of shares of such
class, and similar charges borne directly or indirectly by
holders of shares of such class; and (3) a class of shares would
not be considered substantially similar to the Class B shares if
(I) a front end sales charge is paid by the purchaser, or (II)(A)
the shares are purchased at net asset value, (B) any commission
paid up front to any selling agent(s) does not exceed 1.0% of the
purchase amount, (C) the period during which any contingent
deferred sales charge applies does not exceed 12 months from the
purchase date, and (D) there is no other sales load feature borne
directly or indirectly by holders of such class of shares.
6. This Section 21 is not intended to, and shall not, prohibit the Fund
from issuing and selling a Similar Class (as defined in paragraph
5(c)(2) above) of any Series; but is merely intended to prohibit the
Fund from treating a termination of the Plan in respect of Class B
shares of any Series as a "Complete Termination" for purposes of
paragraph 5(c)(1) of this Section 21 while it continues to issue a
Similar Class.
7. The Fund's obligations under this Section 21 of the Agreement shall
terminate upon the Fund's payment in full to the Distributor and each
Subsequent Distributor, if any, such distributor's Allocable Portion
in respect of each Series.
IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be
executed in duplicate on the day and year first above written.
PRINCIPAL INVESTORS FUND, INC. PRINCIPAL FUNDS DISTRIBUTOR, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. Beer
By ________________________________ By ___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and ▇▇▇▇▇▇▇ ▇. Beer,
Chief Executive Officer Executive Vice President
PRINCIPAL INVESTORS FUND, INC.
DISTRIBUTION AGREEMENT
FOR CLASS A, CLASS B AND CLASS C SHARES
APPENDIX A
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YEAR OF REDEMPTION AFTER PURCHASE CONTINGENT DEFERRED SALES CHARGE
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First 5.00%
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Second 5.00%
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Third 4.00%
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Fourth 3.00%
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Fifth 2.00%
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Sixth and following 0.00%
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