PRINCIPAL FUNDS. INC.
SUB-ADVISORY AGREEMENT AMENDMENT\
FINISTERRE CAPITAL, LLP
This AMENDMENT to the Sub-Advisory Agreement between Principal
Management Corporation (the "Manager") and FINISTERRE
CAPITAL, LLP (the "Sub-Adviser"), executed as of May, 6 2013
(the "Sub-Advisory Agreement") with respect to Global Multi-Strategy
Fund, is effective as of July 1, 2015.
1. This Amendment hereby replaces Section 11(f) of the Sub-
Advisory Agreement in its entirety with the following:
Sub-Advisor's Representations:
The Sub-Advisor acknowledges Manager's representation
that the Global Multi-Strategy 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 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 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 that could lead to a
statutory disqualification under the CEA.
2. Managers Representations:
The Manager hereby certifies that it is a commodity pool
operator duly registered with the Commodity Futures Trading
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 pool operator.
As applicable, the Manager shall maintain such registration
and membership in good standing or continue to qualify for
an exemption from registration as a commodity pool
operator during the term of this Agreement. Further, the
Manager agrees to notify the Sub- Advisor within a
commercially reasonable time upon (i) a statutory
disqualification of the Manager under 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 that could lead to
a statutory disqualification under the CEA.
The Manager also represents that the Global Multi-Strategy
Fund is a "qualified eligible person (as such term is defined
in CFTC Reg. ? 4.7(a)) and consents to Finisterre treating its
account as an exempt account.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY
FUTURES TRADING COMMISSION IN CONNECTION 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 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
BROCHURE OR ACCOUNT DOCUMENT.
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.
PRINCIPAL MANAGEMENT
CORPORATION
BLACKROCK FINANCIAL
MANAGEMENT
INC
By: /s/ Xxxxxxx X. Beer
By: /s/ Xxxxx Xxxx-Xxxxxxxxxx
PRINT NAME: Xxxxxxx X. Beer
PRINT NAME: Xxxxx Xxxx-
Xxxxxxxxxx
TITLE: President & CEO
TITLE: CEO
DATE: 07/01/2015
DATE: 29/06/15
