PRINCIPAL FUNDS, INC.
AMENDED AND RESTATED SUB-
ADVISORY AGREEMENT
KLS DIVERSIFIED ASSET MANAGEMENT LP SUB-ADVISED FUND
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the
"Agreement") executed as of 1st day of October, 2017, by and between
PRINCIPAL GLOBAL INVESTORS, LLC, a Delaware limited liability
company (hereinafter called the "Manager"), and KLS DIVERSIFIED
ASSET MANAGEMENT LP, a Delaware limited partnership (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 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 for all or a portion of the assets
of each Series of the Fund identified in Appendix A hereto, as may be
amended from time to time (hereinafter called "Series"), which the
Manager has agreed to provide to the Fund, and the Sub-Advisor desires
to furnish such services; and
WHEREAS, the Manager and the Sub-Advisor agree to amend and
restate the Sub-Advisory Agreement between the Manager (having
assumed the rights and obligations of Principal Management Corporation)
and the Sub-Advisor dated as of July 7, 2015 (the "Existing Agreement ")
upon the terms and conditions set forth herein; 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 (the "SEC");
(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 to be provided by the Sub-Advisor.
NOW, THEREFORE, in consideration of the premises and the terms
and conditions hereinafter set forth , the parties agree to amend and
restate the Existing Agreement 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 such portion of the assets of each Series as may
be allocated to the Sub-Advisor by the Manager, from time to time
(the "Allocated Assets"), 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 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 Allocated Assets of
each Series.
(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 conditions require, a recommended
investment program for each Series consistent with each
Series' respective objective(s) and policies and any specific
criteria applicable to the Allocated Assets.
(c) Implement the approved investment program for the Allocated
Assets 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
registration statement, Articles of Incorporation and Bylaws
and the requirements of the 1940 Act, as each of the same
shall be from time to time in effect. In connection therewith,
the Sub-Advisor is hereby appointed as the Series' and the
Fund's agent and attorney-in-fact for the limited purposes of
executing account documentation agreements (including
without limitation prime brokerage agreements, International
Swaps and Derivatives Association (ISDA) Master
Agreements, Bond Market Association Master Repurchase
and Global Master Repurchase Agreements), and other
contracts and documents as the Sub-Advisor shall be
requested by brokers, dealers, counterparties and other
persons in connection with its management of the Series.
(d) Advise and assist the officers of the Fund, as reasonably
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 each Series.
(e) Maintain, in connection with the Sub-Advisor's investment
advisory services provided to the Allocated Assets,
compliance with the 1940 Act and the regulations adopted by
the SEC thereunder and the Series' investment strategies and
restrictions as stated in the Fund's prospectus and statement
of additional information and any specific criteria applicable to
the Allocated Assets, subject to receipt of such additional
information as may be required from the Manager in
accordance with Section 13(e).
(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 each Series (and any specific criteria applicable
to the Allocated Assets) are being observed.
(g) Upon request, provide commercially reasonable assistance
and recommendation 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 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 employed by the Sub-Advisor required for it to
execute its duties hereunder in good faith, and (ii)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct
of its duties under this Agreement. The Sub-Advisor shall not
be responsible for any expenses incurred by the Fund or the
Series, except as otherwise specifically provided herein,
provided that the Sub-Advisor will need prior written approval
from the Manager if such expenses are initiated by the Sub-
Advisor on behalf of the Fund or the Series (other than with
respect to brokerage, settlement and other similar fees,
commissions and expenses, which the parties agree shall be
borne by the Fund).
(i) Open accounts with Foreign Account Tax Compliance Act
compliant broker-dealers and futures commission merchants
("broker-dealers"), select broker-dealers to effect all
transactions for each 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
each 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 each 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 each Series at prices which are
advantageous to the Series 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 each 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 Allocated Assets. In addition, joint
repurchase or other accounts may not be utilized by the
Series except to the extent permitted under applicable law or
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
Allocated Assets as are required of an investment advisor of a
registered investment company pursuant to the 1940 Act and
Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and the rules thereunder, and furnish the Fund and the
Manager with such periodic and special reports as the Fund
or the 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
each 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 Series 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 a Series upon request by the
Fund or the Manager. The Sub-Advisor has no responsibility
for the maintenance of Fund records except insofar as is
directly related to the services the Sub-Advisor provides to a
Series.
(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 the Sub-Advisor's
current Code of Ethics. The Sub-Advisor shall promptly
forward to the Manager a copy of any material amendment to
the Sub-Advisor's Code of Ethics, and, upon written request,
certification that the Sub-Advisor has implemented
procedures for administering 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 a 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
reasonable prior notice to review the investments of a
Series.
(m) Provide such information as is customarily provided by a sub-
advisor , or as may be required under applicable laws or
reasonably requested by the Manager, 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 Advisers Act, the Securities Act of 1933, as amended
(the "Securities Act"), and any state securities laws, and any
rule or regulation thereunder . Such information includes, but
is not limited to: the Sub-Advisor's compliance manual and
policies and procedures adopted to comply with Rule 206(4)-7
of the Advisers Act; the Sub-Advisor's most recent annual
compliance report or a detailed summary of such report;
timely and complete responses to all Quarterly Compliance
Questionnaires (including the identification of any material
compliance matters and a copy of any material changes to the
Sub-Advisor's Rule 206(4)-7 compliance policies and
procedures marked to show changes along with a written
summary of the purpose of each such change) , Annual Proxy
Voting Questionnaires, Annual Best Execution and Soft Dollar
Questionnaires, and responses to all other reasonable
requests from the Manager. The Sub-Advisor agrees to make
available for the Manager's review all deficiency letters issued
by the SEC together with all responses given by Sub-Advisor
to such letters. The Sub-Advisor will advise the Manager of
any material changes in the Sub-Advisor's ownership 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) Cooperate with the Manager in its performance of quarterly
and annual tax compliance tests to monitor the Series'
compliance with Subchapter M of the Code and Section
817(h) of the Code. If it is determined by the Manager or its
tax advisors that the Series is not in compliance with the
requirements imposed by the Code, the Sub-Advisor, in
consultation with the Manager and its tax advisors, will take
prompt, commercially reasonable action to bring the Series
back into compliance within the time permitted under the
Code.
(o) Vote proxies received on behalf of each Series (with respect
to the portion thereof allocated to the Sub-Advisor) in a
manner consistent with the Sub-Advisor's proxy voting
policies and procedures and provide a record of votes cast
containing all of the voting information required by Form N-PX
in an electronic format to enable the Series to file Form N-PX
as required by SEC rules.
(p) Respond to tender offers, rights offerings and other voluntary
corporate action requests affecting securities held by each
Series (with respect to the portion thereof allocated to the
Sub-Advisor) .
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. The Manager agrees to provide a
list of any such investment advisory firms, such list to be promptly
updated by the Manager upon any changes thereto.
4. Compensation
As full compensation for all services rendered and obligations
assumed by the Sub-Advisor hereunder with respect to the Allocated
Assets, 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 investment discretion in connection with selecting
investments for a Series or other 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. In no event will the Sub-Advisor have
any responsibility for any series of the Fund other than the Series, for
any portion of the Series other than the Allocated Assets or for the acts
or omissions of any other sub-adviser to the Series.
Notwithstanding anything in this Agreement to the contrary contained
herein, the Sub-Advisor shall not be responsible or liable for its failure
to perform under this Agreement or for any losses to the Manager, the
Fund, the Series or to any shareholder resulting from any event
beyond the reasonable control of the Sub-Advisor or its agents ,
including but not limited to, nationalization , expropriation , devaluation
, seizure, or similar unusual actions by any governmental authority , de
facto or de jure ; or the breakdown, failure or malfunction of any
utilities or telecommunications systems; or acts of war, terrorism,
insurrection or revolution; or acts of God (collectively , "Force Majeure
Events"). Upon the occurrence of a Force Majeure Event, the Sub-
Advisor shall endeavor to recommence performance or observance
without delay, in a manner consistent with its obligations under the
Advisers Act, the 1940 Act and as a fiduciary of the Fund.
6. Trade Errors
The Sub-Advisor will notify the Manager of any Trade Error(s),
regardless of materiality, promptly upon the discovery such Trade
Error(s) by the Sub-Advisor. Notwithstanding Section 5, the Sub-
Advisor shall be liable to the Manager, the Fund or its shareholders for
any loss suffered by the Manager or the Fund resulting from Trade
Errors due to negligence, misfeasance, or disregard of duties of the
Sub-Advisor or any of its directors , officers, employees, agents
(excluding any broker-dealer selected by the Sub-Advisor) , or
affiliates. For purposes under this Section 6, Trade Errors are defined
as errors due to (i) erroneous orders by the Sub-Advisor for the Series
that result in the purchase or sale of securities that were not intended
to be purchased or sold; (ii) erroneous orders by the Sub-Advisor that
result in the purchase or sale of securities for the Series in an
unintended amount or price; or (iii) purchases or sales of financial
instruments which violate the investment limitations or restrictions
disclosed in the Fund's registration statement and/or imposed by
applicable law or regulation (calculated at the Sub-Advisor 's portfolio
level), unless otherwise agreed to in writing .
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;
provided, however, that entry into any such arrangements shall not
relieve the Sub-Advisor of any of its obligations under this Agreement.
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 with respect to a Series as of
the corresponding date set forth on Appendix B to this Agreement, as
may be amended from time to time, and, unless otherwise terminated
with respect to such Series, shall continue in effect thereafter for the
initial term set forth on Appendix B to this Agreement , and thereafter
from year to year provided that in each case the continuance is
specifically approved within the period required by the 1940 Act 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 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 Allocated Assets of such 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 Allocated Assets of such Series during such
period is in compliance with Rule 1Sa-4 under the 1940 Act.
This Agreement may be terminated with respect to a Series 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," "voting security" and
"majority of the outstanding voting securities") shall be applied.
10. Amendment of this Agreement
No amendment of this Agreement shall be effective unless in writing
and signed by both parties. 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 (as
defined in the 0000 Xxx) of the Series and by vote of a majority of the
Board of Directors of the Fund who are not interested persons (as
defined in the 0000 Xxx) 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.
11. Services not Exclusive
The services of the Sub-Advisor to the Manager and the Series are
not to be deemed exclusive and the Sub-Advisor shall be free to
render similar services to others so long as its services hereunder are
not impaired thereby. It is specifically understood that directors,
officers and employees of the Sub-Advisor and of its subsidiaries and
affiliates may continue to engage in providing portfolio management
services and advice to other investment advisory clients. The
Manager agrees that Sub-Advisor may give advice and take action in
the performance of its duties with respect to any of its other clients
which may differ from advice given or the timing or nature of action
taken with respect to the Series. Nothing in this Agreement shall be
deemed to require Sub-Advisor, its principals, affiliates, agents or
employees to purchase or sell for the Series any security which it or
they may purchase or sell for its or their own account or for the
account of any other client.
12. Additional Series
In the event the Manager wishes to appoint the Sub-Advisor to
perform the services described in this Agreement with respect to one
or more additional Series of the Fund after the effective date of this
Agreement, such Series will become a Series under this Agreement
upon the written agreement of the Sub-Advisor to such appointment,
approval of this Agreement in the manner required by the 1940 Act
and the amendment of Appendices A and B hereto.
13. 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 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, Xxx Xxxxxx, Xxxx 00000-0000, and the address
of the Sub-Advisor shall be 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx XX 00000.
(c) The Sub-Advisor will promptly notify the Manager in writing of the
occurrence of any of the following events, provided such notice is
not prohibited by applicable law, regulation or order of a
government agency or regulator with appropriate jurisdiction. Any
notification will be considered prompt if it is given in a manner
consistent with the Sub-Advisor's fiduciary and other obligations
under the Advisers Act and contemporaneously with any
regulatory filing or notice to other affected parties within the time
that such filing or notice is required by applicable law:
(1) the Sub-Advisor fails to be registered as an investment
adviser under the 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 a Series.
(3) the Sub-Advisor becomes aware of any pending or
threatened action, suit, proceeding, inquiry or investigation
that is reasonably likely to result in a conviction, order,
judgment or decree issued with respect to it or any affiliate
that could reasonably be expected to result in the Sub-
Advisor becoming ineligible to serve as an investment adviser
of a registered investment company under the 0000 Xxx.
(4) the Sub-Advisor becomes aware of a transaction or series of
transactions that is reasonably likely to result in a change in
the management or control of the Sub-Advisor or a controlling
person thereof or otherwise in the assignment (as defined in
the 0000 Xxx) of this Agreement by the Sub-Advisor.
(d) The Sub-Advisor acknowledges Manager's representation that the
Diversified Real Asset Fund series does not rely on the exclusion
from the definition of "commodity pool operator" under Section 4.5
of the General Regulations under the Commodity Exchange Act
(the "CEA").
The Sub-Advisor represents that it is a commodity trading advisor
duly registered with the Commodity Futures Trading Commission
(the "Commission ") and is a member in good standing of the
National Futures Association (the "NFA") or is relying on an
exemption from registration as a commodity trading advisor. As
applicable, the Sub-Advisor shall maintain such registration and
membership in good
standing or continue to qualify for an exemption from registration
as a commodity trading advisor during the term of this Agreement.
Further, the Sub-Advisor agrees to notify the Manager within a
commercially reasonable time upon (i) a statutory disqualification
of the Sub-Advisor under Sections 8a(2) or 8a(3) of the CEA, (ii) a
suspension, revocation or limitation of the Sub-Advisor's
commodity trading advisor registration or NFA membership, or (iii)
the institution of an action or proceeding of which the Sub-Advisor
is aware and that would reasonably likely to lead to a statutory
disqualification under the CEA or an investigation by any
governmental agency or self-regulatory organization relating to
Sub-Advisor's registration as a commodity trading advisor, in
each case, subject to applicable law, attorney-client privilege and
confidentiality restrictions.
(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 a Series, cash
requirements and cash available for investment in a Series, and
all other reasonable information as may be necessary for the Sub-
Advisor to perform its duties and responsibilities hereunder.
(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. The 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's 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 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.
(h) This Agreement (including any appendices) contains the entire
understanding and agreement of the parties and supersedes all
other agreements and understandings, both written and oral,
between the parties hereto with respect to the subject matter
hereof (including, without limitation, the Existing Agreement, which
is hereby deemed null and void).
MANAGER SHOULD ALSO BE AWARE THAT THE SUB-ADVISOR MAY
ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS
CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE
THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO
A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS
WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION.
FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE
UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF
REGULATORY AUTHORITIES OR MARKETS IN NON UNITED STATES
JURISDICTIONS WHERE THE SUB-ADVISOR 'S TRANSACTIONS
MAY BE EFFECTED. BEFORE THE MA XXXXX TRADES, THE
MANAGER SHOULD INQUIRE ABOUT ANY RULES RELEVANT TO
THE MANAGER'S PARTICULAR CONTEMPLATED TRANSACTIONS
AND ASK THE FIRM WITH WHICH THE MANAGER INTENDS TO
TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE
IN BOTH MANAGER'S LOCAL AND OTHER RELEVANT
JURISDICTIONS .
PURSUANT TO AN EXEMPTION FROM THE COMMISSIO N IN
CONNECTIO N WITH ACCOUNTS OF QUALIFIED ELIGIBLE
PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT
REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE
COMMISSION. THE COMMISSION DOES NOT PASS UPON THE
MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON
THE ADEQUACY OR ACCURACY OF COMMODITY TRADING
ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMISSION HAS
NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS
BROCHURE OR ACCOUNT DOCUMENT.
[Signature page follows]
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first above written.
PRINCIPAL GLOBAL INVESTORS, LLC
By
/s/ Xxxxxxx X. Beer
Name:
Xxxxxxx X. Beer
Title:
Executive Director - Principal Funds
By
/s/ Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Counsel
KLS DIVERSIFIED ASSET MANAGEMENT LP
By
/s/ Xxxxxxx X. Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
President & COO
[Signature page to Principal Funds, Inc. Amended and
Restated Sub-Advisory Agreement]
APPENDIX A
[INTENTIONALLY OMITTED]
APPENDIX B
Effective Date and Initial Term of Sub-
Advisory Agreement for each Series
Series
Effective Date
Initial Term
Global Multi-Strategy Fund
July 7, 2015
2 Years
