PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT AMENDMENT
AQR CAPITAL MANAGEMENT, LLC
This AMENDMENT to the Sub-Advisory Agreement between Principal
Management Corporation (the "Manager"), AQR CAPITAL
MANAGEMENT, LLC and CNH PARTNERS, LLC (AQR CAPITAL
MANAGEMENT, LLC and CNH PARTNERS, LLC, together referred
to herein as the "Sub-Advisor"), executed as of October 24, 2011 (the
"Sub-Advisory Agreement") with respect to Global Multi-Strategy Fund,
is effective as of July 1, 2015.
1. The Agreement is hereby amended to add the following as
Section 12:
1
2
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Representations
Manager's Representations
Manager hereby represents and warrants the following:
(a) The Global Multi-Strategy Fund is a "qualified eligible person" as
defined in Commodity Futures Trading Commission (the CFTC)
Regulation 4.7 and consents to the Global Multi-Strategy Fund
being treated as an exempt account of the Sub-Advisor under
CFTC Regulation 4.7(c).
(b) The Global Multi-Strategy Fund 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).
(c) Manager hereby certifies that, with respect to each account it
advises or pool that it operates, Manager is (i) registered as
required with the CFTC as a commodity pool operator,
commodity trading advisor, futures commission merchant,
introducing broker, retail foreign exchange dealer, swap
dealer and/or major swap participant (and is a member of the
National Futures Association (the NFA)), (ii) is excluded or
exempt from such registration requirements and has made all
required filings relating thereto, or (iii) is not required to be
registered in any capacity with the CFTC or to be a member of
NFA because it does not engage in any activity that comes
within the definition of any of the registration categories in clause
(i) of this Section.
(d) Manager agrees to notify the Sub-Advisor in writing within a
commercially reasonable time upon learning that any of the
representations and warranties set forth above are no longer
true.
Sub-Advisor's Representations
Sub-Advisor hereby represents the following:
(a) The Sub-Advisor acknowledges Manager's representation that
the Global Multi-Strategy Fund does not rely on the exclusion
from the definition of "commodity pool operator" under Section
4.5 of the General Regulations under the CEA
(b) The Sub-Advisor represents that it is a commodity trading
advisor duly registered with the CFTC and is a member in good
standing of 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 (if required by applicable law) or rely on an
exemption from registration as a commodity trading advisor
during the term of this Agreement Further, the Sub- Advisor
agrees to notify the Manager in writing within a commercially
reasonable time upon learning that any of the representations
and warranties set forth above are no longer true.
The Agreement otherwise remains in full force and effect. In the event
of a conflict between this Amendment and the Sub-Advisory Agreement
or any earlier amendment, the terms of this Amendment shall prevail.
PURSUANT TO AN EXEMPTION FROM THE
COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QUALIFIED
ELIGIBLE PERSONS, THIS A C COUN T DOCUMENT IS
NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED
WITH THE COMMISSION. THE COMMODITY FUTURES
TRADING 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 COMMODITY FUTURES TRADING
COMMISSION HAS NOT REVIEWED OR APPROVED THIS
TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.
PRINCIPAL MANAGEMENT
CORPORATION
AQR CAPITAL MANAGEMENT,
LLC
By: /s/ Xxxxxxx X. Beer
By: /s/ Xxxxxx XxxXxxx
PRINT NAME: Xxxxxxx X. Beer
PRINT NAME: Xxxxxx XxxXxxx
TITLE: President & CEO
TITLE: Senior Counsel & Head of
Registered
Products,
AQR Capital Management,
LLC
DATE: 07/01/2015
DATE: 07/01/2015
CNH PARTNERS, LLC
By: /s/ Xxxxxx XxxXxxx
PRINT NAME: Xxxxxx XxxXxxx
TITLE: Authorized Signatory
DATE: 07/01/2015
