PRINCIPAL FUNDS, INC.
AMENDED & RESTATED SUB-ADVISORY AGREEMENT
AGREEMENT executed as of October 1, 2014, by and between
PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation
(hereinafter called "the Manager"), and SYMPHONY ASSET
MANAGEMENT LLC, a California Limited Liability Company
(hereinafter called "the Sub-Advisor).
W I T N E S S E T H:
WHEREAS, the Manager is the manager and investment adviser to
each Fund of the Principal Funds, Inc., (the "Fund"), an open-end
management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Manager desires to retain the Sub-Advisor to furnish
it with the investment advisory services for a certain designated
portion of the assets in each series identified in Appendix A
(hereinafter called the "Series"), which the Manager has agreed to
provide to the Fund, and the Sub-Advisor desires to furnish such
services with respect to such assets; and
WHEREAS, The Manager has furnished the Sub-Advisor with copies
properly certified or authenticated of each of the following and will
promptly provide the Sub-Advisor with copies properly certified or
authenticated of any amendment or supplement thereto:
(a) Management Agreement (the "Management Agreement")
with the Fund;
(b) The Fund's registration statement and financial statements
as filed with the Securities and Exchange Commission;
(c) The Fund's Articles of Incorporation and By-laws;
(d) Policies, procedures or instructions adopted or approved by
the Board of Directors of the Fund relating to obligations and
services provided by the Sub-Advisor.
NOW, THEREFORE, in consideration of the premises and the terms
and conditions hereinafter set forth, the parties agree as follows:
1. Appointment of Sub-Advisor
In accordance with and subject to the Management
Agreement, the Manager hereby appoints the Sub-Advisor to
perform the services described in Section 2 below for
investment and reinvestment of the securities and other
assets of the Series subject to the control and direction of the
Manager and the Fund's Board of Directors, for the period
and on the terms hereinafter set forth. The Manager grants
the Sub-Advisor full discretion to perform such services. The
Sub-Advisor accepts such appointment and agrees to furnish
the services hereinafter set forth for the compensation herein
provided. The Sub-Advisor shall for all purposes herein be
deemed to be an independent contractor and shall, except as
expressly provided or authorized, have no authority to act for
or represent the Fund or the Manager in any way or
otherwise be deemed an agent of the Fund or the Manager.
2. Obligations of and Services to be Provided by the
Sub-Advisor
The Sub-Advisor will:
(a) Provide investment advisory services relating to the
assets allocated to it.
(b) Furnish to the Board of Directors of the Fund for
approval (or any appropriate committee of such Board),
and revise from time to time as economic conditions
require, a recommended investment program for the
Fund consistent with the Series' investment objective
and policies,,
(c) Implement the approved investment program by placing
discretionary orders for the purchase and sale of
securities without prior consultation with the Manager
and without regard to the length of time the securities
have been held, the resulting rate of portfolio turnover or
any tax considerations, subject always to the provisions
of the Fund's Articles of Incorporation and Bylaws, the
requirements of the 1940 Act, as each of the same shall
be from time to time in effect.
(d) Advise and assist the officers of the Fund, as requested
by the officers, in taking such steps as are reasonably
necessary or appropriate to carry out the decisions of its
Board of Directors, and any appropriate committees of
such Board, regarding the general conduct of the
investment business of the Series.
(e) Maintain, in connection with the Sub-Advisor's
investment advisory services provided to the Series, its
compliance with the 1940 Act and the regulations
adopted by the Securities and Exchange Commission
thereunder and the Series' investment strategies and
restrictions as stated in the Fund's prospectus and
statement of additional information as such statement
may be amended from time to time, subject to receipt of
such additional information as may be required from the
Manager and provided in accordance with Section 11(d)
of this Agreement. The Sub-Advisor has no
responsibility for the maintenance of Fund records
except insofar as is directly related to the services it
provides to the Series.
(f) Report to the Board of Directors of the Fund at such
times and in such detail as the Board of Directors may
reasonably deem appropriate in order to enable it to
determine that the investment policies, procedures and
approved investment program of the Series are being
observed.
(g) Upon request, provide assistance in the determination of
the fair value of certain securities when reliable market
quotations are not readily available for purposes of
calculating net asset value in accordance with
procedures and methods established by the Fund's
Board of Directors.
(h) Furnish, at its own expense, (i) all necessary investment
and management facilities, including salaries of clerical
and other personnel required for it to execute its duties
faithfully, and (ii) administrative facilities, including
bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of its duties under
this Agreement.
(i) Select broker-dealers, banks, loan traders and futures
commission merchants ("broker-dealers"), to effect all
transactions for the Series, place all necessary orders
with broker-dealers or issuers (including affiliated
broker-dealers), and negotiate commissions, if
applicable. To the extent consistent with applicable law,
purchase or sell orders for the Series may be
aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Advisor. In such event
allocation of securities so sold or purchased, as well as
the expenses incurred in the transaction, will be made
by the Sub-Advisor in the manner the Sub-Advisor
considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to other clients.
The Manager recognizes that, in some cases, this
procedure may limit the size of the position that may be
acquired or sold for the Series. The Sub-Advisor will
report on such allocations at the request of the Manager,
the Fund or the Fund's Board of Directors providing
such information as the number of aggregated trades to
which the Series was a party, the broker-dealers to
whom such trades were directed and the basis for the
allocation for the aggregated trades. The Sub-Advisor
shall use its best efforts to obtain execution of
transactions for the Series at prices in accordance with
its duty of best execution and at commission rates that
are reasonable in relation to the benefits received.
However, the Sub-Advisor may select brokers or dealers
on the basis that they provide brokerage, research or
other services or products to the Sub-Advisor. To the
extent consistent with applicable law, the Sub-Advisor
may pay a broker or dealer an amount of commission for
effecting a securities transaction in excess of the
amount of commission or dealer spread another broker
or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith
that such amount of commission is reasonable in
relation to the value of the brokerage and research
products and/or services provided by such broker or
dealer. This determination, with respect to brokerage
and research products and/or services, may be viewed
in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor and its affiliates
have with respect to the Series as well as to accounts
over which they exercise investment discretion. Not all
such services or products need be used by the Sub-
Advisor in managing the Series.
(j) Maintain all accounts, books and records with respect to
the Series as are required of an investment advisor of a
registered investment company pursuant to the 1940 Act
and Investment Advisers Act of 1940 (the "Investment
Advisers Act"), and the rules thereunder, and furnish the
Fund and the Manager with such periodic and special
reports as the Fund or Manager may reasonably
request. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Advisor hereby
agrees that all records that it maintains for the Series
are the property of the Fund, agrees to preserve for the
periods described by Rule 31a-2 under the 1940 Act any
records that it maintains for the Fund and that are
required to be maintained by Rule 31a-1 under the 1940
Act, and further agrees to surrender promptly to the
Fund any records that it maintains for the Series upon
request by the Fund or the Manager, provided that the
Manager may retain one copy of all such records..
(k) Observe and comply with Rule 17j-1 under the 1940 Act
and the Sub-Advisor's Code of Ethics adopted pursuant
to that Rule as the same may be amended from time to
time. The Manager acknowledges receipt of a copy of
Sub-Advisor's current Code of Ethics. Sub-Advisor shall
promptly forward to the Manager a copy of any material
amendment to the Sub-Advisor's Code of Ethics.
(l) From time to time as the Manager or the Fund may
request, furnish the requesting party reports on portfolio
transactions and reports on investments held by the
Series, all in such detail as the Manager or the Fund
may reasonably request. The Sub-Advisor will make
available its officers and employees to meet with the
Fund's Board of Directors at the Fund's principal place
of business on due notice to review the investments of
the Series.
(m) Provide such information reasonably requested by the
Fund or the Manager as is customarily provided by a
sub-advisor and may be required for the Fund or the
Manager to comply with their respective obligations
under applicable laws, including, without limitation, the
Internal Revenue Code of 1986, as amended (the
"Code"), the 1940 Act, the Investment Advisers Act, the
Securities Act of 1933, as amended (the "Securities
Act"), and any state securities laws, and any rule or
regulation thereunder. Sub-Advisor will advise Manager
of any changes in Sub-Advisor's Senior Management
(i.e. Chief Investment Officer and Chief Executive
Officer) within a reasonable time after any such change.
Manager acknowledges receipt of Sub-Advisor's Form
ADV more than 48 hours prior to the execution of this
Agreement.
(n) Have the responsibility and authority to vote proxies
solicited and corporate actions by or with respect to, the
issuers of securities held in the Series, but for
clarification, not the processing of class action claims or
settlements. The Manager shall cause to be forwarded
to Sub-Advisor all proxy solicitation and corporate action
materials that it receives and shall assist Sub-Advisor in
its efforts to conduct the proxy voting and corporate
action process.
3. Prohibited Conduct
In providing the services described in this agreement, the
Sub-Advisor will not consult with any other investment
advisory firm that provides investment advisory services to
any investment company sponsored by Principal Life
Insurance Company regarding transactions for the Fund in
securities or other assets.
4. Compensation
As full compensation for all services rendered and obligations
assumed by the Sub-Advisor hereunder with respect to the
Fund, the Manager shall pay the compensation specified in
Appendix A to this Agreement.
5. Liability of Sub-Advisor
Neither the Sub-Advisor nor any of its directors, officers,
employees, agents or affiliates shall be liable to the Manager,
the Fund or its shareholders for any loss suffered by the
Manager or the Fund resulting from any error of judgment
made in the good faith exercise of the Sub-Advisor's duties
under this Agreement or as a result of the failure by the
Manager or any of its affiliates to comply with the terms of
this Agreement except for losses resulting from willful
misfeasance, bad faith or gross negligence of, or from
reckless disregard of, the duties of the Sub-Advisor or any of
its directors, officers, employees, agents (excluding any
broker-dealer selected by the Sub-Advisor), or affiliates.
6. Indemnification
The Manager agrees to indemnify and hold harmless the
Sub-Advisor from and against any and all claims, losses,
liabilities or damages (including reasonable attorneys' fees
and other related expenses), ("Losses") howsoever arising,
from or in connection with this Agreement or the performance
by the Sub-Advisor of its duties hereunder, so long as the
Sub-Advisor shall, after receipt of notice of any claim or
commencement of any action, promptly notify the Manager in
writing of the claim or commencement of such action. The
Manager shall not be liable for any settlement of any claim or
action effected without its written consent. Nothing contained
herein shall require the Manager to indemnify the Sub-
Advisor for Losses resulting from the Sub-Advisor's willful
misfeasance, bad faith or gross negligence in the
performance of its duties or from its reckless disregard of its
obligations and duties under this Agreement.
7. Supplemental Arrangements
The Sub-Advisor may enter into arrangements with other
persons affiliated with the Sub-Advisor or with unaffiliated
third parties to better enable the Sub-Advisor to fulfill its
obligations under this Agreement for the provision of certain
personnel, non-investment, operational or compliance
processes, and facilities to the Sub- Advisor. Any
arrangements to provide investment advisory services in
connection with the Fund's securities will be subject to written
notification to and approval of the Manager and, where
required by applicable law the Board of Directors of the Fund.
8. Services to Others
The Sub-Advisor may act as a portfolio manager or sub-
advisor to other funds and discretionary accounts in addition
to the Series. If the availability of any particular investment
security is limited and that asset is consistent with the Series
investment objectives and policies and also the investment
objectives, investment strategies and investment restrictions
of one or more of the Sub-Advisor's other accounts, such
asset will be allocated on a fair and equitable basis over time
having regard to whether the assets are currently held in any
of the relevant investment portfolios, the relevant size and of
the Series and other accounts managed or sub-advised by
the Sub-Advisor and any other factors which the Sub-Advisor
considers reasonable. The Sub-Advisor shall not be
obligated to present any particular investment opportunity to
the Series even if such opportunity is of a character which, if
presented to the Series, could be taken by the Series. The
Sub-Advisor may also enter into transactions for the Series
which are different than transactions for its other accounts.
9. Regulation
The Sub-Advisor shall submit to all regulatory and
administrative bodies having jurisdiction over the Sub-
Advisor in connection with the services provided by the Sub-
Advisor pursuant to this Agreement any information, reports
or other material which any such body may request or require
pursuant to applicable laws and regulations.
10. Duration and Termination of This Agreement
This Agreement shall become effective as of the date of its
execution and, unless otherwise terminated, shall continue in
effect for a period of two years and thereafter from year to
year provided that the continuance is specifically approved at
least annually either by the Board of Directors of the Fund or
by a vote of a majority of the outstanding voting securities of
the Series and in either event by a vote of a majority of the
Board of Directors of the Fund who are not interested
persons of the Manager, Principal Life Insurance Company,
the Sub-Advisor or the Fund cast in person at a meeting
called for the purpose of voting on such approval.
If the Board of Directors or the shareholders of a Series fail to
approve the Agreement or any continuance of the Agreement
in accordance with the requirements of the 1940 Act, the
Sub-Advisor will continue to act as Sub-Advisor with respect
to the Series pending the required approval of the Agreement
or its continuance or of any contract with the Sub-Advisor or
a different manager or Sub-Advisor or other definitive action;
provided, that the compensation received by the Sub-Advisor
in respect to the Series during such period is in compliance
with Rule 15a-4 under the 1940 Act.
This Agreement may be terminated at any time without the
payment of any penalty by the Board of Directors of the Fund
or by the Sub-Advisor, the Manager or by vote of a majority
of the outstanding voting securities of the Series on sixty
days written notice. This Agreement shall automatically
terminate in the event of its assignment. In interpreting the
provisions of this Section 10, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of
"interested person," "assignment" and "voting security") shall
be applied. In either case, any open trades which have not
settled on the effective date of termination will settle for the
account of the Fund. .
11. Amendment of this Agreement
No material amendment of this Agreement shall be effective
until approved, if required by the 1940 Act or the rules,
regulations, interpretations or orders issued thereunder, by
vote of the holders of a majority of the outstanding voting
securities of the Series and by vote of a majority of the Board
of Directors of the Fund who are not interested persons of
the Manager, the Sub-Advisor, Principal Life Insurance
Company or the Fund cast in person at a meeting called for
the purpose of voting on such approval, and such
amendment is signed by both parties.
12. General Provisions
(a) Each party agrees to perform such further acts and
execute such further documents as are necessary to
effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed
by the laws of the State of Iowa. The captions in this
Agreement are included for convenience only and in no
way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(b) Any notice under this Agreement shall be in writing,
addressed and delivered. E-mailed or mailed postage
pre-paid 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 for this purpose shall be
Principal Financial Group, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇-▇▇▇▇, and the address of the Sub-Advisor shall
be 555
CaliforniaStreet,Suite2975,SanFrancisco,California,
94104 ATTN: ▇▇▇▇▇▇ McKillen_.
(c) The Sub-Advisor will promptly notify the Manager in
writing of the occurrence of any of the following events:
(1) the Sub-Advisor fails to be registered as an
investment adviser under the Investment Advisers
Act or under the laws of any jurisdiction in which the
Sub-Advisor is required to be registered as an
investment advisor in order to perform its obligations
under this Agreement.
(2) the Sub-Advisor is served or otherwise receives
notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the
Fund.
(d) The Manager shall provide (or cause the Series
custodian to provide) timely information to the Sub-
Advisor regarding such matters as the composition of the
assets of the Series, cash requirements and cash
available for investment in the Series, and all other
reasonable information as may be necessary for the Sub-
Advisor to perform its duties and responsibilities
hereunder.
(e) The Manager represents and warrants to the Sub-
Advisor that:
(1) it has the full capacity and authority to execute and
deliver this Agreement. This Agreement has been
duly and validly authorized, executed and delivered
on behalf of the Fund and is a valid and binding
agreement of the Manager and enforceable in
accordance with its terms;
(2) the Fund and the Manager are in compliance with all
applicable laws, rules and regulations to which they
are subject and have all of the licenses, registrations
and approvals that are required to operate their
respective businesses and will notify the Sub-
Manager if it fails to be registered as an Investment
Manager under the Investment Advisors Act or any
jurisdiction in which it is required to be registered;
(3) it is responsible for all of the information contained in
the Fund's registration statement, as amended,
including the Prospectus, Prospectus Supplement
and Statement of Additional Information (collectively
the "Fund Documents") and as of the date hereof,
the Fund Documents do not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to
make the statement made therein not misleading
and are presented in accordance with applicable law;
provided that no representation is made as to
information with respect to the Sub-Advisor provided
in writing to Manager by the Sub-Advisor specifically
for inclusion in the Fund Documents.
(f) The Sub-Advisor represents that it will not enter into any
agreement, oral or written, or other understanding under
which the Fund directs or is expected to direct portfolio
securities transactions, or any remuneration, to a broker
or dealer in consideration for the promotion or sale of
Fund shares or shares issued by any other registered
investment company. Sub-advisor further represents that
it will not permit those who select brokers or dealers for
execution of fund portfolio securities transactions to take
into account the broker or dealer's promotion or sale of
Fund shares or shares issued by any other registered
investment company.
(g) The Sub-Advisor agrees that neither it nor any of its
affiliates will in any way refer directly or indirectly to its
relationship with the Fund, the Series, or the Manager or
any of their respective affiliates in offering, marketing or
other promotional materials without the express written
consent of the Manager, except to the extent required by
applicable law or legal process, and provided that the
Manager and the Sub-Advisor agree that the Sub-Advisor
is permitted to include the name of the Fund, the Series,
or the Manager in its client lists used for marketing
purposes
(h) This Agreement contains the entire understanding
and agreement of the parties.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first above written.
PRINCIPAL MANAGEMENT
CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. Beer
▇▇▇▇▇▇▇ ▇. Beer,
Executive Vice
President and
Chief Operating
Officer
SYMPHONY ASSET
MANAGEMENT LLC
By
APPENDIX A
Symphony Asset Management LLC ("Symphony") shall serve as an
investment sub-advisor for the Series identified below. The Manager
will pay Symphony, as full compensation for all services provided
under this Agreement, a fee, computed and paid monthly, at an
annual rate as shown below of the Series' average daily net assets
for that month allocated to Symphony's management.
In calculating the fee for a series included in the table, assets of any
unregistered separate account of Principal Life Insurance Company
and any investment company sponsored by Principal Life Insurance
Company to which Symphony provides investment advisory services
and which have the same investment mandate as the series for
which the fee is calculated, will be combined with the assets of the
series to arrive at net assets.
If this Agreement becomes effective or terminates before the end of
any month, the fee (if any) for the period from the effective date to
the end of such month or from the beginning of such month to the
date of termination, as the case may be, shall be prorated according
to the proportion which such period bears to the full month in which
such effectiveness or termination occurs.
Diversified Real Asset Fund - Floating Rate Sleeve
Sub-Advisor's Fee as a Percentage of Average Daily Net
Assets
First $300 million
0.40%
Over $300 million
0.30%
10