PRINCIPAL SPECIAL MARKETS FUND INC
485APOS, EX-99.O, 2000-09-22
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                            PRINCIPAL INVESTORS FUND

                    Plan pursuant to Rule 18f-3(D) under the

                         Investment Company act of 1940

                          Effective September 13, 2000

Principal  Investors  Fund,  Inc., (the "Fund") an open-end  investment  company
operated as a "Series" fund and managed by Principal Management Corporation (the
"Manager")  may from time to time issue one or more of the following  classes of
shares: Advisors Preferred Class, Advisors Select Class, Preferred Class, Select
Class,  Class I and Class D shares.  Each class is  subject  to such  investment
minimums  and other  conditions  of  eligibility  as are set forth in the Fund's
registration  statement  as from  time to time in  effect.  The  differences  in
expenses among these classes of shares, and the conversion and exchange features
of each  class of  shares,  are set forth  below in this  Plan.  Except as noted
below, expenses are allocated among the classes of shares of the Fund based upon
the net assets of the Fund  attributable  to shares of each class.  This plan is
subject  to  change,  to the  extent  permitted  by law and by the  Articles  of
Incorporation and By-laws of the Fund, by action of the Directors of the Fund.

ADVISORS PREFERRED CLASS

DISTRIBUTION AND SERVICE FEES

Advisors  Preferred Class shares pay distribution and service fees pursuant to a
plan (the "Advisors  Preferred Class Plan") adopted pursuant to Rule 12b-1 under
the  Investment  Company Act of 1940 (the "1940 Act").  Pursuant to the Advisors
Preferred Class Plan, Advisors Preferred Class shares may pay up to 0.31% of the
relevant  series of the Fund's average net assets  attributable  to the Advisors
Preferred  Class.  Amounts  payable under the Advisors  Preferred Class Plan are
subject  to such  further  limitations  as the  Directors  may from time to time
determine  and as set forth in the  registration  statement  of the Fund as from
time to time in effect.

SHAREHOLDER SERVICE FEES

The Advisors Preferred Class shares pay a shareholder service fee equal to 0.09%
of the  relevant  series of the Fund's  average net assets  attributable  to the
Advisors Preferred Class.

CONVERSION FEATURES

The Advisors  Preferred  Class shares convert to Advisors Select Class shares if
the assets in the  Advisors  Preferred  Class  shares are less than a  specified
dollar amount on a specified date described in the Fund's registration statement
as from time to time in effect.  The  Advisors  Preferred  Class shares may also
convert to Preferred  Class shares if the  shareholder  disavows the  registered
representative  of record on the account and no other registered  representative
is assigned to the shareholder's account.

EXCHANGE FEATURES

Subject to  restrictions  of the employer's  plan, the Advisors  Preferred Class
shares of any series of the Fund may be exchanged,  at the shareholder's option,
for  Advisors  Preferred  Class  shares of any other  series of the Fund without
charge,  provided that Advisors  Preferred  Class shares of such other series of
the Fund are available to residents of the relevant state,  and further provided
that shares of such other series of the Fund are available  through the relevant
employer's plan.

INITIAL SALES CHARGE

The  Advisors  Preferred  Class  shares  are  offered  at their net asset  value
("NAV"), without an initial sales charge.

CONTINGENT DEFERRED SALES CHARGE ("CDSC")

Purchases of Advisors Preferred Class shares are not subject to a CDSC.

ADVISORS SELECT CLASS SHARES

DISTRIBUTION AND SERVICE FEES

The Advisors Select Class shares pay distribution and service fees pursuant to a
plan  adopted  pursuant to Rule 12b-1 under the 1940 Act (the  "Advisors  Select
Class Plan").  Pursuant to the Advisors Select Class plan, Advisors Select Class
shares may pay up to a 0.37% of the  relevant  series of the Fund's  average net
assets  attributable to Advisors Select Class shares.  Amounts payable under the
Advisors  Select  Class Plan are  subject  to such  further  limitations  as the
Directors may from time to time  determine and as set forth in the  registration
statement of the Fund as from time to time in effect.

SHAREHOLDER SERVICE FEES

The Advisors Select Class shares pay a shareholder service fee equal to 0.13% of
the  relevant  series of the  Fund's  average  net  assets  attributable  to the
Advisors Select Class.

CONVERSION FEATURES

The Advisors  Select Class shares convert to Advisors  Preferred Class shares if
the assets in the Advisors Select Class shares exceed a specified  dollar amount
on a specified date described in the Fund's registration  statement as from time
to time in effect.  The Advisors  Select Class shares may also convert to Select
Class shares if the shareholder disavows the registered representative of record
on the  account  and no  other  registered  representative  is  assigned  to the
shareholder's account.

EXCHANGE FEATURES

Subject to restrictions of the employer's plan,  Advisors Select Class shares of
any  series  of the Fund may be  exchanged,  at the  shareholder's  option,  for
Advisors  Select Class  shares of any other  series of the Fund without  charge,
provided that Advisors  Select Class shares of such other series of the Fund are
available to residents of the relevant state,  and further  provided that shares
of such other series of the Fund are available  through the relevant  employer's
plan.

INITIAL SALES CHARGE

Advisors Select Class shares are offered at their NAV,  without an initial sales
charge.

CONTINGENT DEFERRED SALES CHARGE

Advisors Select Class shares are not subject to a CDSC.

PREFERRED CLASS SHARES

DISTRIBUTION AND SERVICE FEES

Preferred Class shares do not pay a distribution fee.

SHAREHOLDER SERVICE FEES

The Preferred  Class shares pay a shareholder  service fee equal to 0.09% of the
relevant  series of the Fund's average net assets  attributable to the Preferred
Class.

CONVERSION FEATURES

The Preferred  Class shares  convert to Select Class shares if the assets in the
Preferred  Class shares are less than a specified  dollar  amount on a specified
date  described  in the Fund's  registration  statement  as from time to time in
effect.  The Preferred Class shares may also convert to Advisors Preferred Class
shares  if  the   shareholder   requests   the   appointment   of  a  registered
representative for the shareholder's account.

EXCHANGE FEATURES

Subject to  restrictions of the employer's  plan,  Preferred Class shares of any
series of the Fund may be exchanged,  at the shareholder's option, for Preferred
Class  shares of any other  series of the Fund  without  charge,  provided  that
Preferred  Class  shares  of such  other  series  of the Fund are  available  to
residents of the relevant state,  and further provided that shares of such other
series of the Fund are available through the relevant employer's plan.

INITIAL SALES CHARGE

Preferred  Class  shares  are  offered at their  NAV,  without an initial  sales
charge.

CONTINGENT DEFERRED SALES CHARGE

Preferred Class shares are not subject to a CDSC.

SELECT CLASS SHARES

DISTRIBTUION AND SERVICE FEES

Select Class shares do not pay a distribution fee.

SHAREHOLDER SERVICE FEES

The Select  Class  shares pay a  shareholder  service  fee equal to 0.13% of the
relevant  series of the Fund's  average  net assets  attributable  to the Select
Class.

CONVERSION FEATURES

The Select Class shares  convert to Preferred  Class shares if the assets in the
Select  Class  shares  exceed a  specified  dollar  amount on a  specified  date
described in the Fund's  registration  statement as from time to time in effect.
The Select Class shares may also convert to Advisors  Select Class shares if the
shareholder  requests the  appointment  of a registered  representative  for the
shareholder's account.

EXCHANGE FEATURES

Select  Class  shares  of any  series  of the  Fund  may  be  exchanged,  at the
shareholder's  option,  for Select  Class shares of any other series of the Fund
without  charge,  provided  that Select Class shares of such other series of the
Fund are available to resident of the relevant  state and provided  further that
such shares of each the series of the Fund are  available  through the  relevant
employer's plan.

INITIAL SALES CHARGE

Select Class shares are offered at NAV, without an initial sales charge.

CONTINGENT DEFERRED SALES CHARGE

Select Class shares are not subject to any CDSC.

CLASS I SHARES

DISTRIBUTION AND SERVICE FEES

Class I shares do not pay a distribution fee.

CONVERSION FEATURES

Class I shares do not convert to any other class of shares.

EXCHANGE FEATURES

Class I shares of any series of the Fund may be exchanged,  at the shareholder's
option,  for  Class I shares of any other  series  of the Fund  without  charge,
provided  that Class I shares of such other series of the Fund are  available to
residents of the relevant state,  and further provided that shares of such other
series of the Fund are available through the relevant employer's plan.

INITIAL SALES CHARGE

Class I shares are offered at their NAV, without an initial sales charge.

CONTINGENT DEFERRED SALES CHARGE

Class I shares are not subject to any CDSC.

CLASS D SHARES

DISTRIBUTION AND SERVICE FEES

Class D shares do not pay a distribution fee.

CONVERSION FEATURES

Class D shares do not convert to any other class of shares.

EXCHANGE FEATURES

Class D shares of any series of the Fund may be exchanged,  at the shareholder's
option,  for  Class D shares of any other  series  of the Fund  without  charge,
provided  that Class D shares of such other series of the Fund are  available to
residents of the relevant state.

INITIAL SALES CHARGE

Class D shares are offered at their NAV, without an initial sales charge.

CONTINGENT DEFERRED SALES CHARGE

Class D shares are not subject to any CDSC.




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