EX-99.D.3 ADVS CONT 3 iemamdt.txt 3RD AMDT TO SUB-ADV AGREEMENT W/INVISTA THIRD AMENDMENT TO THE PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC. SUB-ADVISORY AGREEMENT Agreement executed as of the 10th day of December 2001, to amend the Sub-Advisory Agreement executed as of July 1, 1997 (and including any subsequent amendments thereafter) by and between Princor Management Corporation (now known as Principal Management Corporation) (hereinafter called the "Manager") and Invista Capital Management, Inc., (now known as Invista Capital Management, LLC) (hereinafter called "Invista"). WHEREAS, in the Sub-Advisory Agreement, Manager retained Invista to furnish it with portfolio selection and related research and statistical services in connection with the investment advisory services which the Manager has agreed to provide to the Principal International Emerging Markets Fund, Inc. (hereinafter called the "Fund"); and WHEREAS, the Manager and Invista now wish to amend the Sub-Advisory Agreement; NOW, THEREFORE, in consideration of the terms and conditions set forth hereinafter, the parties agree that effective January 1, 2002 Schedule A will read as follows: SCHEDULE A For the services provided and the expenses assumed by Invista pursuant to the Sub-Advisory Agreement, the Manager, not the Fund, shall pay Invista a sub-advisory fee, computed daily and paid monthly, at an annual rate of 0.50% of the Fund's average daily net assets. Principal Management Corporation /s/ Ralph C. Eucher by:____________________________ Invista Capital Management, LLC /s/ Richard W. Hibbs by:____________________________