PRINCIPAL FUNDS, INC. AMENDED AND RESTATED SUB-ADVISORY AGREEMENT LARGECAP BLEND FUND I AND MIDCAP VALUE FUND I
| PRINCIPAL FUNDS, INC. | |
| AMENDED AND RESTATED SUB-ADVISORY AGREEMENT | |
| LARGECAP BLEND FUND I AND | |
| MIDCAP VALUE FUND I | |
| AGREEMENT effective as of the 1st day of January, 2010, by and between PRINCIPAL MANAGEMENT | |
| CORPORATION, an Iowa corporation (hereinafter called "the Manager"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P. | |
| a limited partnership organized under the laws of the State of Delaware (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 Series 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 render discretionary investment advisory services with | |
| respect to assets allocated by the Manager for management by the Sub-Advisor (the "Managed Assets") for a portion of | |
| the portfolio of the LargeCap Blend Fund I of the Fund and for the portfolio of the MidCap Value Fund I of the Fund (each | |
| hereinafter called the “Series”), which the Manager has agreed to provide to the Fund, and the Sub-Advisor desires to | |
| furnish such services; 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, provided that with respect to procedures governing | |
| transactions involving affiliates (such as those adopted pursuant to 1940 Act Rules 17a-7, 17e-1 and 10f-3), the | |
| Manager will identify any affiliate of the Manager, the Fund and the Series, and provided further that the Sub- | |
| Advisor shall not bear any responsibility and shall be released from any obligation or cost which results from | |
| entering into a trade with any affiliated entity not specifically identified to the Sub-Advisor by the Manager, | |
| unless the entity is affiliated with 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 Managed Assets | |
| which Sub-Advisor shall manage in its discretion for the period and on the terms hereinafter set forth. 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, including but not limited to research, advice and supervision for the | |
| Managed Assets. | |
| (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 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 obligations provided to the |
| Series, compliance with the 1940 Act and the regulations adopted by the Securities and Exchange | |
| Commission thereunder and the Series’ investment policies and restrictions as stated in the Fund’s | |
| prospectus and statement of additional information, subject to receipt of such additional information as may | |
| be required from the Manager and provided in accordance with Section 9(d) of this Agreement. The Sub- | |
| Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to | |
| the Managed Assets. | |
| (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 from the Manager, provide consultation for the determination of the fair value of certain |
| securities when reliable market quotations are not readily available for purposes of calculating net asset | |
| value. | |
| (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 the | |
| investment advisory affairs of the Series (excluding brokerage expenses and pricing and bookkeeping | |
| services). | |
| (i) | Open accounts with broker-dealers and futures commission merchants (“broker-dealers”), select 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 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 best execution of transactions for the Series. 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. In addition, joint repurchase or other accounts may not be | |
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| utilized by the Series except to the extent permitted under any exemptive order obtained by the Sub- | ||
| Advisor provided that all conditions of such order are complied with. | ||
| (j) | Maintain all accounts, books and records with respect to the Managed Assets as are required of an | |
| investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisor’s | ||
| Act of 1940 (the “Investment Advisor’s 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 copies of 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. | ||
| (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 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 general | ||
| partners within a reasonable time after any such change. Manager acknowledges receipt of Part II of the | ||
| 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 by, or with respect to, the issuers of securities | |
| held in the Series. The Manager shall cause to be forwarded to Sub-Advisor all proxy solicitation materials | ||
| that it receives. The Manager understands that the Sub-Advisor establishes from time to time guidelines | ||
| for the voting of proxies and may employ the services of a proxy voting service to exercise proxies in | ||
| accordance with the Advisor's guidelines. | ||
| 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 sub-advisory services to the Fund or an investment company registered | ||
| under the 1940 Act that is under common control with the Fund regarding transactions for the Fund in the | ||
| securities or other assets allocated to the Sub-Advisor pursuant to this Agreement. | ||
| 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. All | ||
| rights of compensation under the Agreement for services performed as of the termination date shall survive the | ||
| termination of 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 or its Shareholders | ||
| resulting from any error of judgment or mistake of law or for any loss arising out of any investment or for any act | ||
| or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or | ||
| gross negligence in the performances of its duties, or from reckless disregard of, the duties of the Sub-Advisor | ||
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| or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or | |
| affiliates. | |
| 6. | Indemnification |
| The Sub-Advisor also shall have no liability for any act or omission taken in respect of the non-GSAM portion of | |
| the Fund and the Series and the Manager agree to indemnify and hold harmless the Sub-Advisor and its | |
| officers, directors, agents and employees from any losses, claims, damages, liabilities or litigation (including | |
| reasonable legal and other expenses) incurred by the Sub-Advisor that (I) were caused by any action or | |
| omission relating to the non-GSAM portion of the Fund; (ii) may be based upon any willful misfeasance, bad | |
| faith or gross negligence by the Manager (other than Sub-Advisor or its employees); or (iii) may be based upon | |
| any untrue statement or alleged untrue statement of a material fact contained in the registration statement or | |
| prospectus covering shares of the Fund, or any amendment thereof or any supplement thereto, or the omission | |
| or alleged omission to state therein a material fact required to be stated therein or necessary to make the | |
| statement therein not misleading, unless such statement or omission was made in reliance upon written | |
| information furnished to the Fund or the Manager or any affiliated person of the Manager by the Sub-Advisor | |
| which itself is materially misleading. | |
| 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 and facilities to the Sub- Advisor, subject to written notification to and approval of | |
| the Manager and, where required by applicable law, the Board of Directors of the Fund. | |
| 8. | Regulation |
| The Sub-Advisor shall submit to all regulatory and administrative bodies having jurisdiction over the services | |
| provided pursuant to this Agreement any information, reports or other material which any such body may | |
| request or require pursuant to applicable laws and regulations. | |
| 9. | Duration and Termination of This Agreement |
| This Agreement shall become effective on the latest of (i) the date of its execution, (ii) the date of its approval by | |
| a majority of the Board of Directors of the Fund, including approval by the 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 or (iii) if | |
| required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. | |
| It shall continue in effect, 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 shareholders of the 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 in the manner and to the extent | |
| permitted by the 1940 Act and the rules and regulations thereunder. | |
| 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 9, the definitions contained in Section 2(a) of the 1940 Act | |
| (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied. | |
| 10. Severability. | |
| If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, | |
| the remainder of this Agreement shall not be affected thereby. | |
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| 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 New York. 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 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 ▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. | ||
| (c) | Custody, Delivery and Receipt of Securities. The Manager shall designate one or more custodians to hold | |
| the Managed Assets. The custodians, as so designated, will be responsible for the custody, receipt and | ||
| delivery of securities and other assets of the Series including the Managed Assets, and the Sub-Advisor | ||
| shall have no authority, responsibility or obligation with respect to the custody, receipt or delivery of | ||
| securities or other assets of the Series including the Managed Assets. In the event that any cash or | ||
| securities of a Fund are delivered to the Sub-Advisor, it will promptly deliver the same over to the custodian | ||
| for the benefit of and in the name of the Series. | ||
| Unless otherwise required by local custom, all securities transactions for the Managed Assets will be | ||
| consummated by payment to or delivery by a Fund of cash or securities due to or from the Managed Assets. | ||
| Repurchase agreements, including tri-party repurchase agreements and other trading agreements, may be | ||
| entered into by a Fund acting through designated officers or agents; custodians under tri-party repurchase | ||
| agreements will act as sub-custodians of the Fund. | ||
| (d) | 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. | ||
| (e) | 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, any applicable investment restrictions imposed by state insurance | ||
| laws and regulations, reports covering the classification of securities for purposes of Subchapter M of the | ||
| Internal Revenue Code and Treasury Regulations Section 1.817, and all other reasonable information as | ||
| may be necessary for the Sub-Advisor to perform its duties and responsibilities hereunder. | ||
| (f) | Neither the Manager, Principal Mutual Life Insurance Company, nor the Fund will publish or distribute any | |
| information, including but not limited to registration statements, advertising or promotional material, | ||
| regarding the provision of investment advisory services by the Sub-Advisor pursuant to this Agreement, or | ||
| use in advertising, publicity or otherwise the name of the Sub-Advisor or any of its affiliates, or any trade | ||
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| name, trademark, trade device, service ▇▇▇▇, symbol or any abbreviation, contraction or simulation thereof | |
| of the Sub-Advisor or its affiliates without the prior written consent of the Sub-Advisor. This provision | |
| includes any written, electronic or video type of material intended for clients or brokers. Notwithstanding the | |
| foregoing, the Manager may distribute information regarding the provision of investment advisory services | |
| by the Sub-Advisor to the Fund’s board of Directors (“Board Materials”) without the prior written consent of | |
| the Sub-Advisor. | |
| (g) | The Manager shall perform quarterly and annual tax compliance tests to ensure that the Series is in |
| compliance with Subchapter M of the Internal Revenue Code (“IRC”) and Section 817(h) of the IRC. In | |
| connection with such compliance tests, the Manager shall prepare and provide reports to the Sub-Advisor | |
| within 10 business days of a calendar quarter end relating to the diversification of the Series under | |
| Subchapter M and Section 817(h). The Sub-Advisor shall review such reports for purposes of determining | |
| compliance with such diversification requirements. If it is determined that the Series is not in compliance | |
| with the requirements noted above, the Sub-Advisor, in consultation with the Manager, will take prompt | |
| action to bring the Series back into compliance within the time permitted under the IRC, provided that any | |
| such non-compliance was caused by Sub-Advisor in respect of the Managed Assets. | |
| (h) | 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 is contrary to the Sub-Advisor’s | |
| policies to 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. | |
| (i) This Agreement contains the entire understanding and agreement of the parties. | |
| 13. Other Expenses. | |
| The Manager shall pay all expenses relating to mailing prospectuses, statements of additional information, proxy | |
| solicitation material and shareholder reports to shareholders. | |
| 14. Confidential Information. | |
| Sub-Advisor shall not identify the Manager or the Fund as a client, or disclose any information about the | |
| Manager or the Fund to any third party except as may be required by law, regulatory proceeding or as may be | |
| expressly permitted by the Manager. | |
| It is understood that the name "▇▇▇▇▇▇▇, Sachs & Co." or "▇▇▇▇▇▇▇ ▇▇▇▇▇" or any derivative thereof, any | |
| tradename, trademark, trade device, service ▇▇▇▇, symbol or logo associated with those names are the valuable | |
| property of the Sub-Advisor and that the Manager has the right to use such name (or derivative or logo), in | |
| offering materials or promotional or sales-related materials of the Fund, only with the prior written approval of the | |
| Sub-Advisor and for so long as the Sub-Advisor is Sub-Advisor to the Series and the Fund. Upon termination of | |
| this Agreement between the Fund, the Manager and the Sub-Advisor, the Fund and the Manager shall forthwith | |
| cease to use such name (or derivative or logo). | |
| 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 |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT, L.P. |
| By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Managing Director |
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| APPENDIX A | |
| The Sub-Advisor shall serve as investment sub-advisor for the Fund. The Manager will pay the Sub-Advisor, as full | |
| compensation for all services provided under this Agreement, a fee computed at an annual rate as follows (the | |
| "Sub-Advisor Percentage Fee"): | |
| LARGECAP BLEND FUND I | |
| Sub-Advisor’s Fee as a Percentage of Average Daily Net Assets | |
| First $500 million | 0.15% |
| Next $1 billion | 0.12% |
| Over $1.5 billion | 0.10% |
| In calculating the fee for the LargeCap Blend Fund I of Principal Funds, Inc. on or after July 1, 2004, assets of any | |
| unregistered separate account of Principal Life Insurance Company and any investment company sponsored by | |
| Principal Life Insurance Company to which the Sub-Advisor provides investment advisory services and which have the | |
| same investment mandate as the LargeCap Blend Fund I, will be combined (together, the “Aggregated Assets”). The | |
| fee charged for the assets in the LargeCap Blend Fund I shall be determined by calculating a fee on the value of the | |
| Aggregated Assets and multiplying the aggregate fee by a fraction, the numerator of which is the amount of assets in the | |
| LargeCap Blend Fund I and the denominator of which is the amount of the Aggregated Assets. | |
| MIDCAP VALUE FUND I | |
| Sub-Advisor’s Fee as a Percentage of Average Daily Net Assets | |
| First $350 million | 0.46% |
| Over $350 million | 0.40% |
| The Sub-Advisor Percentage Fee shall be accrued for each calendar day and the sum of the daily fee accruals shall | |
| be paid monthly to the Sub-Advisor. The daily fee accruals will be computed by multiplying the fraction of one over | |
| the number of calendar days in the year by the applicable annual rate described above and multiplying this product | |
| by the net assets of the Fund as determined in accordance with the Fund’s prospectus and statement of additional | |
| information as of the close of business on the previous business day on which the Fund was open for business. | |
| With respect to both the LargeCap Blend Fund I Series and the MidCap Value Fund I Series, cash and cash | |
| equivalents shall be included in the Series net assets calculation up to a maximum of 1.00% of the Series net | |
| assets. If the Manager requests the Sub-Advisor to raise cash in the Series portfolio in excess of 1.00% of the | |
| Series net assets for the purpose of funding redemptions from the Series, such amount requested shall be included | |
| in the Series net assets calculation. | |
| 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. | |