AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT to be effective June 14, 2004, 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 therefor 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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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Principal Life Insurance Company
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
PRINCIPAL INVESTORS FUND, INC.
SCHEDULE A
With respect to the shares of the Fund for which Principal Life provides
services as described in this Agreement, the Administrator shall pay Principal
Life a fee as follows: .
Fee as a Percentage of Average
Share Class Daily Net Assets of the Series
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Advisors Signature 0.28%
Advisors Select 0.20%
Advisors Preferred 0.15%
Select 0.13%
Preferred 0.11%