CAUSEWAY SUB-ADVISORY
AGREEMENT 9/30/08
PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT
CAUSEWAY CAPITAL MANAGEMENT LLC SUB-ADVISED FUNDS
AGREEMENT executed as of the September 30, 2008, by and between PRINCIPAL
MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the Manager"),
and CAUSEWAY CAPITAL MANAGEMENT LLC, a Delaware 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
investment advisory services for 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; 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") between the
Manager and 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;
(e) Prospectus and statement of additional information ("SAI") of the Series.
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 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 Series, in accordance with the attached
Investment Guidelines and the Series' prospectus and SAI.
(b) Provide information upon reasonable request to the Manager to assist the
Manger in furnishing the Board of Directors of the Fund for approval (or any
appropriate committee of such Board), and revising from time to time as economic
conditions require, a recommended investment program for the Fund consistent
with
the Series' investment objective and policies.
(c) Place 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 and 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, 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 Board of Directors' 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) 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
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 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 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 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 Series as are
required of an investment adviser 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 (as well as the Sub-Advisor), agrees to preserve for the
periods described by Rule 31a-2 under the 1940 Act the records that are required
to be maintained by the Sub-Advisor under Rule 31a-1 (f) 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 (but may keep copies
thereof).
(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 material changes in the managing members of the Sub-
Advisor's limited liability company 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) Perform quarterly and annual tax compliance tests to monitor the Series'
compliance with Subchapter M of the Code and Section 817(h) of the Code, 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 shall notify the Manager immediately upon having a reasonable basis for
believing that the Series has ceased to be in compliance or that it might not be
in compliance in the future. 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 (to the extent possible) within the time permitted under the Code.
(o) 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 and shall assist Sub-Advisor in its efforts to conduct the proxy voting
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, members, officers, employees,
agents or affiliates shall be liable to the Manager, the Fund or its
shareholders for any Losses (as defined below) suffered by the Manager or the
Fund resulting from (i) any untrue statement of material fact or omission to
state any material fact necessary to make the statements made therein, in light
of the circumstances under which they are made, not materially misleading in the
Series' prospectus or SAI or any advertisement, sales literature or other sales
material or communication or (ii) 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, members, officers, employees, agents
(excluding any broker-dealer selected by the Sub-Advisor), or affiliates.
6. Indemnification
The Manager agree 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 of, or from reckless disregard of, its obligations and
duties under this Agreement.
The U.S. securities laws impose liabilities under certain circumstances on
persons who act in good faith and, therefore, nothing in this Agreement shall in
any way constitute a waiver or limitation of any rights that the Manager or the
Series may have under any U.S. securities laws.
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, prior to the Sub-Advisor delegating its
investment advisory duties hereunder to a subadviser.
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 properly request
or require pursuant to applicable laws and regulations.
9. 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 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 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. Amendment of this Agreement; Additions
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. The Sub-Advisor may cease accepting additional assets
to manage both on behalf of the Series upon notice to the Manager of at least
six months, or such longer period as may be necessary for the Manager and the
Board to select, and recommend to Series shareholders, a new sub-advisor who
will accept management responsibility for additional assets in the Series and
for Series shareholders to approve a new sub-advisory agreement with such sub-
advisor; provided, that such period may be reduced if necessary in the best
interest of shareholders of the Series.
11. 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 Causeway Capital Management LLC, 00000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000.
(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 adviser 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) This Agreement contains the entire understanding and agreement of the
parties.
(f) The Manager agrees that any representations by the Manager or Fund
concerning Sub-Advisor shall accurately conform with information provided for
such purpose by Sub-Advisor.
(g) Each of the parties to this Agreement hereby represents and warrants to
the other that (a) it is duly authorized and empowered to execute, deliver and
perform this Agreement; (b) such action does not conflict with or violate any
provision of law, rule, regulation, governing document, contract, deed of trust,
or other instrument to which it is a party or to which any of its property is
subject; (c) this Agreement is a valid and binding obligation of such party
enforceable against such party in accordance with its terms; and (d) it will
comply with applicable state and federal law.
(h) Each party agrees that it will treat confidentially all information
provided by the other party regarding such other party's business and
operations, including without limitation the investment activities or holdings
of the Series. All confidential information provided by a party hereto shall
not be disclosed to any unaffiliated third party without the prior consent of
the providing party except as necessary or appropriate to perform services under
this Agreement. The foregoing shall not apply to any information that is public
when provided or thereafter becomes public or which is required or requested to
be disclosed by any regulatory authority with jurisdiction, by judicial or
administrative process or otherwise by applicable law or regulation. The Sub-
Advisor acknowledges that it is aware of the Fund's policy on holdings
disclosure. Notwithstanding the foregoing, the Sub-Advisor may use the
Manager's and the Fund's name on its list of clients used in marketing
materials.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
PRINCIPAL MANAGEMENT CORPORATION
By /s/Xxxxxxx X. Beer
Xxxxxxx X. Beer, Executive Vice
President and
Chief Operating Officer
CAUSEWAY CAPITAL MANAGEMENT LLC
By /s/Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Chief Operating Officer
APPENDIX A
The Sub-Advisor shall serve as an investment sub-advisor for the Series
identified below. The Manager will pay the Sub-Advisor, 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' net assets as the first day of each
month allocated to the Sub-Advisor'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 the
Sub-Advisor 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.
International Value Fund
Sub-Advisor's Fee as a Percentage of Average Daily Net Assets
First $350 million 0.45%
Assets over $350 million 0.35%
INVESTMENT GUIDELINES
Attached
[See Causeway Sub-Adv Agr 09-30-08.pdf - 6 page document]
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