4
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT to be effective September 15, 2000, by and between PRINCIPAL
MANAGEMENT CORPORATION, (the "Administrator") and Delaware Charter Guarantee &
Trust Company ("DCG").
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, DCG intends to act as custodian for certain Plans (the "DCG
Plans") and in that capacity to serve as shareholder of record for the DCG
Plans; and
WHEREAS, The Administrator desires to contract with DCG to provide certain
shareholder services for the DCG 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 DCG to act as a shareholder servicing
agent for the DCG Plans and to provide the services set forth below and DCG
agrees to act, perform or assume the responsibility therefor in the manner
and subject to the conditions hereinafter set forth.
2. SERVICES FURNISHED BY DCG
DCG shall provide the shareholder and administrative services set forth
below (the "Shareholder Services") to the DCG 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 DCG Plans and placing purchase, exchange and
redemption orders with the Fund's transfer agent;
(b) providing DCG 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 DCG Plans and
changing shareholder account designations;
(d) acting as shareholder of record and nominee for DCG Plans;
(e) maintaining account records for DCG Plans;
(f) providing notification to DCG Plans regarding transactions affecting
their accounts;
(g) forwarding prospectuses, financial reports, tax information and other
communications from the Fund to DCG Plans;
(h) distributing, receiving, tabulating and transmitting voting
instructions from DCG Plans; and
(i) other similar administrative services.
In the carrying out of this function, DCG may contract with others,
including companies affiliated with DCG, for data systems, processing services
and other administrative services. DCG may at any time or times in its
discretion appoint (and may at any time remove) other parties, including
companies affiliated with DCG, as its agent to carry out such provisions of the
Agreement as DCG may from time to time direct; provided, however, that the
appointment of any such agent shall not relieve DCG of any of its
responsibilities or liabilities hereunder.
3. COMPENSATION FOR SERVICES
The Administrator will pay DCG a fee as described in Appendix A hereto for
services provided pursuant to this agreement.
4. LIMITATION OF LIABILITY OF DCG
DCG 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 DCG'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 DCG.
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 DCG
for this purpose shall be the Principal Financial Group, Des Moines, Iowa
50392-0200.
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/A. S. Filean
-----------------------------------------------------
Arthur S. Filean, Senior Vice President
Delaware Charter Guarantee & Trust Company
By /s/Ned Burmeister
-----------------------------------------------------
Ned Burmeister, President
<PAGE>
PRINCIPAL INVESTORS FUND, INC.
SCHEDULE A
With respect to the shares of the Fund owned of record by DCG and
beneficially by the DCG Plans, the Administrator shall pay DCG a fee at an
annual rate of 0.09% of the average daily net assets of the Funds' Preferred
Class and Advisors Class shares and 0.13% of the average net assets of the
Fund's Select Class and Advisors Select Class shares for each Series, and for
each other Series added by the Fund hereafter for which DCG provides services as
described in this Agreement.
