AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT to be effective September 13, 2004 by and between
PRINCIPAL MANAGEMENT CORPORATION, (the "Administrator") and Employee Benefit
Services, Inc. ("EBS").
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, EBS intends to act as plan administrator for certain Plans (the
"EBS Plans"); and
WHEREAS, The Administrator desires to contract with EBS to provide certain
shareholder services for the EBS 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 EBS to act as a shareholder servicing
agent for the EBS Plans and to provide the services set forth below and EBS
agrees to act, perform or assume the responsibility therefore in the manner and
subject to the conditions hereinafter set forth.
2. SERVICES FURNISHED BY EBS
EBS shall provide the shareholder and administrative services set forth
below (the "Shareholder Services") to the EBS 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 EBS Plans and placing purchase, exchange
and redemption orders with the Fund's transfer agent;
(b) providing EBS 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 EBS Plans
and changing shareholder account designations;
(d) maintaining account records for EBS Plans;
(e) providing notification to EBS Plans regarding transactions
affecting their accounts;
(f) forwarding prospectuses, financial reports, tax information and
other communications from the Fund to EBS Plans;
(g) distributing, receiving, tabulating and transmitting voting
instructions from EBS Plans; and (h) other similar administrative
services.
In the carrying out of this function, EBS may contract with others,
including companies affiliated with EBS, for data systems, processing services
and other administrative services. EBS may at any time or times in its
discretion appoint (and may at any time remove) other parties, including
companies affiliated with EBS, as its agent to carry out such provisions of the
Agreement as EBS may from time to time direct; provided, however, that the
appointment of any such agent shall not relieve EBS of any of its
responsibilities or liabilities hereunder.
3. COMPENSATION FOR SERVICES
The Administrator will pay EBS a fee as described in Appendix A hereto for
services provided pursuant to this agreement.
4. LIMITATION OF LIABILITY OF EBS
EBS 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 EBS'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 EBS.
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 EBS
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
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By _________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Employee Benefit Services, Inc.
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By _____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Financial Officer
PRINCIPAL INVESTORS FUND, INC.
SCHEDULE A
The Administrator shall pay EBS a fee as indicated in the following table for
services EBS provides as described in this Agreement:
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%
High Quality 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%
Inflation Protection 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 Growth II 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%
High Quality Short Term Bond Preferred 0.042%
High Quality Long Term Bond Preferred 0.042%
High Quality Int Term Bond Preferred 0.042%
Inflation Protection Preferred 0.042%
Money Market Preferred 0.084%
International Fund II Preferred 0.189%
Partners MidCap Growth Preferred 0.084%
Partners MidCap Growth II 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%
Inflation Protection Select 0.046%
Money Market Select 0.092%
International Fund II Select 0.207%
Partners MidCap Growth Select 0.092%
Partners MidCap Growth II 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%