AMENDED AND RESTATED
SERVICE SUB-AGREEMENT
AGREEMENT to be effective June 14, 2004, by and between PRINCIPAL
MANAGEMENT CORPORATION (the "Manager") and Employee Benefit Services, Inc.
("EBS").
In consideration of the premises and mutual agreements herein contained,
the Manager hereby appoints EBS to provide personal services to shareholders and
beneficial owners as described herein and EBS agrees to act, perform or assume
the responsibility therefore in the manner and subject to the conditions
hereinafter set forth.
1. SERVICES FURNISHED BY EBS
EBS will provide personal services to shareholders and beneficial owners of
Advisors Preferred Class, Preferred Class and Select Class (the "Plan Classes")
shares of each Series of Principal Investors Fund, Inc. ("Fund") that currently
exists or hereafter is created and that offers the Plan Classes. . Personal
services include:
(a) responding to plan sponsor and plan member inquiries; (b) providing
information regarding plan sponsor and plan member investments;
(c) other similar personal services or services related to the
maintenance of shareholder accounts as contemplated by NASD Rule
2830, or any successor thereto.
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.
2. COMPENSATION FOR SERVICES
The Manager will pay EBS service fees as described in Appendix A hereto for
services provided pursuant to this agreement. Service fees under this Agreement
will be calculated and accrued daily and paid monthly to EBS, or at such other
intervals as the Manager and EBS may agree. For purpose of this Agreement,
"service fees" shall mean payments in connection with the provision of personal,
continuing services to investors in the Fund and/or the maintenance of
shareholder accounts, excluding (i) transfer agent and sub-transfer agent
services for beneficial owners of the Fund's shares, (ii) aggregating and
processing purchase and redemption orders, (iii) providing beneficial owners
with account statements, processing dividend payments, (iv) providing
sub-accounting services for shares held beneficially, (v) forwarding shareholder
communications to beneficial owners, and (vi) receiving, tabulating and
transmitting proxies executed by beneficial owners; provided, however, that if
the NASD adopts a definition of "service fees" for purposes of NASD Rule 2830
(or any successor to such rule) that differs from the definition of "service
activities" hereunder, or if the NASD adopts a related definition intended to
define the same concept, the definition of "service fees" in this Section shall
be automatically amended, without further action of the parties, to conform to
such NASD definition.
3. 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 Manager in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on EBS' part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
4. 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 Manager or by EBS.
5. 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.
6. 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 Manager and EBS for
this purpose shall be the Principal Financial Group, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
7. 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
Annualized Fee as a Percentage
Series Share Class Of Average Daily Net Assets
LargeCap Value Advisors Preferred 0.112%
LargeCap Growth Advisors Preferred 0.112%
MidCap Blend Advisors Preferred 0.112%
MidCap Value Advisors Preferred 0.112%
MidCap Growth Advisors Preferred 0.112%
SmallCap Value Advisors Preferred 0.112%
SmallCap Blend Advisors Preferred 0.112%
SmallCap Growth Advisors Preferred 0.112%
LargeCap S&P 500 Index Advisors Preferred 0.056%
MidCap S&P 400 Index Advisors Preferred 0.056%
SmallCap S&P 600 Index Advisors Preferred 0.056%
Real Estate Securities Advisors Preferred 0.056%
Bond & Mortgage Securities Advisors Preferred 0.112%
Partners LargeCap Blend Advisors Preferred 0.112%
Partners LargeCap Growth I Advisors Preferred 0.112%
Partners LargeCap Growth II Advisors Preferred 0.112%
Partners LargeCap Value Advisors Preferred 0.112%
Partners LargeCap Value I Advisors Preferred 0.112%
Partners LargeCap Value II Advisors Preferred 0.112%
Capital Preservation Fund Advisors Preferred 0.112%
Partners LargeCap Blend I Advisors Preferred 0.112%
International Fund I Advisors Preferred 0.252%
International Emerging Markets Advisors Preferred 0.252%
Government Securities Advisors Preferred 0.112%
High Quality Short Term Bond Advisors Preferred 0.056%
High Quality Long Term Bond Advisors Preferred 0.056%
High Quality Int Term Bond Advisors Preferred 0.056%
Money Market Advisors Preferred 0.112%
International Fund II Advisors Preferred 0.252%
Partners MidCap Growth Advisors Preferred 0.112%
Partners MidCap Value Advisors Preferred 0.112%
Partners SmallCap Value Advisors Preferred 0.112%
Partners SmallCap Growth I Advisors Preferred 0.112%
Partners SmallCap Growth II Advisors Preferred 0.112%
Partners SmallCap Growth III Advisors Preferred 0.112%
Partners SmallCap Value I Advisors Preferred 0.112%
Partners SmallCap Value II Advisors Preferred 0.112%
Partners SmallCap Blend Advisors Preferred 0.112%
LargeCap Blend I Advisors Preferred 0.112%
Partners Large Cap Growth Advisors Preferred 0.112%
LargeCap Value Preferred 0.116%
LargeCap Growth Preferred 0.116%
MidCap Blend Preferred 0.116%
MidCap Value Preferred 0.116%
MidCap Growth Preferred 0.116%
SmallCap Value Preferred 0.116%
SmallCap Blend Preferred 0.116%
SmallCap Growth Preferred 0.116%
LargeCap S&P 500 Index Preferred 0.058%
MidCap S&P 400 Index Preferred 0.058%
SmallCap S&P 600 Index Preferred 0.058%
Real Estate Securities Preferred 0.058%
Bond & Mortgage Securities Preferred 0.116%
Partners LargeCap Blend Preferred 0.116%
Partners LargeCap Growth I Preferred 0.116%
Partners LargeCap Growth II Preferred 0.116%
Partners LargeCap Value Preferred 0.116%
Partners LargeCap Value I Preferred 0.116%
Partners LargeCap Value II Preferred 0.116%
Capital Preservation Fund Preferred 0.116%
Partners LargeCap Blend I Preferred 0.116%
International Fund I Preferred 0.261%
International Emerging Markets Preferred 0.261%
Government Securities Preferred 0.116%
High Quality Short Term Bond Preferred 0.058%
High Quality Long Term Bond Preferred 0.058%
High Quality Int Term Bond Preferred 0.058%
Money Market Preferred 0.116%
International Fund II Preferred 0.261%
Partners MidCap Growth Preferred 0.116%
Partners MidCap Value Preferred 0.116%
Partners SmallCap Value Preferred 0.116%
Partners SmallCap Growth I Preferred 0.116%
Partners SmallCap Growth II Preferred 0.116%
Partners SmallCap Growth III Preferred 0.116%
Partners SmallCap Value I Preferred 0.116%
Partners SmallCap Value II Preferred 0.116%
Partners SmallCap Blend Preferred 0.116%
LargeCap Blend I Preferred 0.116%
Partners LargeCap Growth Preferred 0.116%
LargeCap Value Select 0.108%
LargeCap Growth Select 0.108%
MidCap Blend Select 0.108%
MidCap Value Select 0.108%
MidCap Growth Select 0.108%
SmallCap Value Select 0.108%
SmallCap Blend Select 0.108%
SmallCap Growth Select 0.108%
LargeCap S&P 500 Index Select 0.054%
MidCap S&P 400 Index Select 0.054%
SmallCap S&P 600 Index Select 0.054%
Real Estate Securities Select 0.054%
Bond & Mortgage Securities Select 0.108%
Partners LargeCap Blend Select 0.108%
Partners LargeCap Growth I Select 0.108%
Partners LargeCap Growth II Select 0.108%
Partners LargeCap Value Select 0.108%
Partners LargeCap Value I Select 0.108%
Partners LargeCap Value II Select 0.108%
Capital Preservation Fund Select 0.108%
Partners LargeCap Blend I Select 0.108%
International Fund I Select 0.243%
International Emerging Markets Select 0.243%
Government Securities Select 0.108%
High Quality Short Term Bond Select 0.054%
High Quality Long Term Bond Select 0.054%
High Quality Int Term Bond Select 0.054%
Money Market Select 0.108%
International Fund II Select 0.243%
Partners MidCap Growth Select 0.108%
Partners MidCap Value Select 0.108%
Partners SmallCap Value Select 0.108%
Partners SmallCap Value I Select 0.108%
Partners SmallCap Value II Select 0.108%
Partners SmallCap Growth I Select 0.108%
Partners SmallCap Growth II Select 0.108%
Partners SmallCap Growth III Select 0.108%
Partners SmallCap Blend Select 0.108%
LargeCap Blend I Select 0.108%
Partners LargeCap Growth Select 0.108%