TRANSFER AGENCY AGREEMENT
FOR CLASS A, CLASS B, CLASS C, CLASS J AND INSTITUTIONAL CLASS SHARES
AGREEMENT to be effective January 12, 2007, by and between PRINCIPAL
INVESTORS FUND, INC., a Maryland corporation (hereinafter called the "Fund") and
PRINCIPAL SHAREHOLDER SERVICES, INC., a Washington corporation (hereinafter
called "the Administrator").
1. APPOINTMENT OF TRANSFER AGENT
In consideration of the premises and mutual agreements herein contained,
the Fund hereby appoints the Administrator to act as transfer and shareholder
servicing agent for the Fund's Class A, Class B, Class C, Class J and
Institutional Class shares and to act as its agent to assure the Fund's
Anti-Money Laundering Program procedures applicable to each such share class are
implemented and the program is operated in accordance with those procedures, and
the Administrator agrees to act, perform or assume the responsibility therefore
in the manner and subject to the conditions hereinafter set forth.
2. SERVICES FURNISHED BY THE ADMINISTRATOR
As transfer agent for the Fund's Class A, Class B, Class C, Class J and
Institutional Class shares, the Administrator will provide all services
customarily performed by transfer agents of investment companies, in accordance
with the policies and practices of the Fund as disclosed in its prospectus or
otherwise communicated to the Administrator from time to time, including, but
not limited to, the following:
(a) issuance, transfer, conversion, cancellation and registry of ownership
of Fund shares, and maintenance of open account system;
(b) preparation and distribution of dividend and capital gain payments to
shareholders;
(c) delivery, redemption and repurchase of shares, and remittances to
shareholders; and
(d) the solicitation and tabulation of proxy ballots and the preparation
and distribution to shareholders of notices, proxy statements and
proxies, reports, confirmation of transactions, prospectuses, tax
information;
(e) communication with shareholders concerning items (a), (b), (c) and (d)
above; and
(f) use its best efforts to qualify the Capital Stock of the Fund for sale
in states and jurisdictions as directed by the Fund.
As the Fund's Anti-Money Laundering Program agent, the Administrator will
assure such the Fund's anti-money laundering procedures applicable to Class A,
Class B, Class C, Class J and Institutional Class shares are implemented and the
program is operated 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 Administrator 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 Administrator for purposes of the program.
The Administrator 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.
3. RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS
The Administrator may contract with others, subject to prior approval of
the Fund's board of directors, for data systems, processing services and other
administrative services. The Administrator may at any time or times in its
discretion appoint (and may at any time remove) other parties, including parties
affiliated with the Administrator, as its agent to carry out such provisions of
the Agreement as the Administrator may from time to time direct; provided,
however, that the appointment of any such agent shall not relieve the
Administrator of any of its responsibilities or liabilities hereunder.
4. EXPENSES BORNE BY THE ADMINISTRATOR - INSTITUTIONAL CLASS SHARES
The Administrator will pay the following operating expenses of the Fund
attributable to the Institutional Class shares and all other Fund expenses
attributable to the Institutional Class shares of a similar nature:
(a) The cost of meetings of shareholders; and
(b) The cost of initial and on-going qualification of the Capital Stock of the
Fund for sale in states and other jurisdictions.
5. COMPENSATION FOR SERVICES
The Fund will pay the Administrator a fee as described in Schedule A hereto
for the services provided pursuant to this agreement.
6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR
The Fund shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the Administrator's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
7. TERM AND RENEWAL
This Amended and Restated Agreement will be effective on January 12, 2007
and will continue in effect thereafter from year to year provided that each
continuance is approved annually by the Board of Directors of the Fund and by
the vote of a majority of the directors who are not interested persons of the
Administrator, Principal Life Insurance Company or the Fund cast in person at a
meeting called for the purpose of voting on such approval.
8. 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 Board of Directors of the Fund or by
the Administrator.
9. 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.
10. 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 Fund and that of the
Administrator for this purpose shall be the Principal Financial Group, ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
11. 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 Investors Fund, Inc.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief Executive Officer
Principal Shareholder Services, Inc.
By /s/ ▇▇▇▇▇▇▇ ▇. Beer
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▇▇▇▇▇▇▇ ▇. Beer, President
SCHEDULE A
The Fund will pay the Administrator a fee for the services provided to Class A,
Class B, Class C and Class J shares pursuant to this Agreement in an amount
equal to the costs incurred by the Administrator for providing such services.
The Administrator will maintain records in reasonable detail that will support
the amount it charges the Fund for performance of services set forth in this
agreement and the Fund will pay the Administrator for its performance of such
services at the end of each calendar month, or at such other frequency as agreed
to by the Fund and the Administrator.
The Fund currently pays no fee for the services provided to Institutional Class
shares pursuant to this Agreement.