AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT to be effective January 12, 2007, 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
Fund has appointed the Administrator to act as the administrator 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 the Administrator has agreed to provide
certain shareholder services to retirement plans that are beneficial owners of
the Plan Classes; and
WHEREAS, Principal Life intends to provide administrative services to
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, ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
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/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Principal Life Insurance Company
By /s/▇▇▇▇▇▇▇ ▇. Beer
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▇▇▇▇▇▇▇ ▇. 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 Advisors 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 Principal Life a fee as indicated in the following
table for services Principal Life provides as described in this Agreement to
non-qualified deferred compensation plans:
Annualized Fee as a
Percentage
of Average Daily
Series Share Class Net Assets
Bond & Mortgage Securities Advisors Preferred 0.088%
Disciplined LargeCap Blend Advisors Preferred 0.088%
Diversified International Advisors Preferred 0.198%
Government and High Quality Bond Advisors Preferred 0.088%
High Quality Intermediate Term Bond Advisors Preferred 0.044%
International Emerging Markets Advisors Preferred 0.198%
International Growth Advisors Preferred 0.198%
LargeCap Growth Advisors Preferred 0.088%
LargeCap S&P 500 Index Advisors Preferred 0.044%
LargeCap Value Advisors Preferred 0.088%
MidCap Blend Advisors Preferred 0.088%
MidCap Growth Advisors Preferred 0.088%
MidCap S&P 400 Index Advisors Preferred 0.044%
MidCap Value Advisors Preferred 0.088%
Money Market Advisors Preferred 0.088%
Partners LargeCap Blend Advisors Preferred 0.088%
Partners LargeCap Blend I 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%
Partners MidCap Growth Advisors Preferred 0.088%
Partners MidCap Value Advisors Preferred 0.088%
Partners SmallCap Blend 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 Advisors Preferred 0.088%
Partners SmallCap Value I Advisors Preferred 0.088%
Partners SmallCap Value II Advisors Preferred 0.088%
Real Estate Securities Advisors Preferred 0.044%
Short Term Bond Advisors Preferred 0.044%
SmallCap Blend Advisors Preferred 0.088%
SmallCap Growth Advisors Preferred 0.088%
SmallCap S&P 600 Index Advisors Preferred 0.044%
SmallCap Value Advisors Preferred 0.088%
Ultra Short Bond Advisors Preferred 0.088%
Bond & Mortgage Securities Preferred 0.084%
Disciplined LargeCap Blend Preferred 0.084%
Diversified International Preferred 0.189%
Government and High Quality Bond Preferred 0.084%
High Quality Intermediate Term Bond Preferred 0.042%
International Emerging Markets Preferred 0.189%
International Growth Preferred 0.189%
LargeCap Growth Preferred 0.084%
LargeCap S&P 500 Index Preferred 0.042%
LargeCap Value Preferred 0.084%
MidCap Blend Preferred 0.084%
MidCap Growth Preferred 0.084%
MidCap S&P 400 Index Preferred 0.042%
MidCap Value Preferred 0.084%
Money Market Preferred 0.084%
Partners LargeCap Blend Preferred 0.084%
Partners LargeCap Blend I Preferred 0.084%
Partners LargeCap Growth 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%
Partners MidCap Growth Preferred 0.084%
Partners MidCap Value Preferred 0.084%
Partners SmallCap Blend 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 Preferred 0.084%
Partners SmallCap Value I Preferred 0.084%
Partners SmallCap Value II Preferred 0.084%
Real Estate Securities Preferred 0.042%
Short Term Bond Preferred 0.042%
SmallCap Blend Preferred 0.084%
SmallCap Growth Preferred 0.084%
SmallCap S&P 600 Index Preferred 0.042%
SmallCap Value Preferred 0.084%
Ultra Short Bond Preferred 0.084%
Bond & Mortgage Securities Select 0.092%
Capital Preservation Fund Select 0.092%
Disciplined LargeCap Blend Select 0.092%
Diversified International Select 0.207%
Government and High Quality Bond Select 0.092%
High Quality Intermediate Term Bond Select 0.046%
Short Term Bond Select 0.046%
International Emerging Markets Select 0.207%
International Growth Select 0.207%
LargeCap Growth Select 0.092%
LargeCap S&P 500 Index Select 0.046%
LargeCap Value Select 0.092%
MidCap Blend Select 0.092%
MidCap Growth Select 0.092%
MidCap S&P 400 Index Select 0.046%
MidCap Value Select 0.092%
Money Market Select 0.092%
Partners LargeCap Blend Select 0.092%
Partners LargeCap Blend I Select 0.092%
Partners LargeCap Growth 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%
Partners MidCap Growth Select 0.092%
Partners MidCap Value Select 0.092%
Partners SmallCap Blend 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 Value Select 0.092%
Partners SmallCap Value I Select 0.092%
Partners SmallCap Value II Select 0.092%
Real Estate Securities Select 0.046%
SmallCap Blend Select 0.092%
SmallCap Growth Select 0.092%
SmallCap S&P 600 Index Select 0.046%
SmallCap Value Select 0.092%