PRINCIPAL FUNDS, INC. SUB-ADVISORY AGREEMENT PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
PRINCIPAL FUNDS, INC. | ||
SUB-ADVISORY AGREEMENT | ||
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC | ||
AGREEMENT executed as of the April 1, 2009, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa | ||
corporation (hereinafter called "the Manager"), and PACIFIC INVESTMENT MANAGEMENT COMPANY 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 portfolio selection and related research and | ||
statistical services in connection with the 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") 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. | ||
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. | ||
(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. |
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(b) | 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. | |
The Sub-Advisor further shall have authority to instruct the custodian to: (i) pay cash for securities and | |
other property delivered to the custodian for the Series, (ii) deliver or accept delivery of, upon receipt of | |
payment or payment upon receipt of, securities, commodities or other property underlying any futures or | |
options contracts, and other property purchased or sold for the Series, and (iii) deposit margin or collateral | |
obligations of the Series with respect to any investments made pursuant to the Series’ investment | |
objectives and guidelines. The Sub-Advisor shall not have the authority to case the Manager to deliver | |
securities and other property, or pay cash to the Sub-Advisor other than payment of the subadvisory fee | |
provided for in this Agreement. | |
The Sub-Advisor is authorized on behalf of the Series to (i) enter into agreements and execute any | |
documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as | |
applicable) required to make investments pursuant to the Series’ investment objectives and guidelines, | |
which shall include market and/or industry standard documentation and the standard representations | |
contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic | |
trading disclosure statements and similar disclosures. | |
(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 12(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 reasonable request, provide reasonable assistance to the Manager in the Manager’s 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. The Manager acknowledges and agrees that the Sub-Advisor is not a pricing vendor for the | |
Fund or any Series and does not have responsibility for determining the market value of any asset in any | |
Series or for calculating the net asset value of any Series. | |
(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 |
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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 consistent with its fiduciary obligations to the Fund and to other | |
clients and consistent with the Sub-Advisor’s Trade Allocation Policy. 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 reasonable non-confidential information on such allocations at the reasonable | |
request of the Manager, the Fund or the Fund’s Board of Directors, providing such information as the the | |
broker-dealers to whom such trades were directed. The Sub-Advisor shall use its best efforts to obtain | |
best 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. | |
The Sub-Advisor may select any unaffiliated brokerage firm unaffiliated with the Sub-Advisor consistent | |
with Sub-Advisor’s obligation to seek best execution. The Sub-Advisor shall not be liable for any act or | |
omission of any brokerage firm or firms or counterparties designated by the Manager or chosen with | |
reasonable care. | |
(j) | Maintain all accounts, books and records with respect to the Series as are required of a sub-advisor 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, agrees to preserve for the periods described by Rule | |
31a-2 under the 1940 Act 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. The Sub-Advisor shall be entitled to | |
retain originals or copies of records pursuant to the requirements of applicable laws or regulations. | |
(k) | Observe and comply in all material respects 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 account management | |
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 Managing | |
Directors within a reasonable time after any such change. Manager acknowledges receipt of Sub- | |
Advisor’s Form ADV, Part II 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 12(d) of this Agreement. The |
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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 including the power to exercise rights, options, warrants, conversion privileges, and | |
redemption privileges, and to tender securities pursuant to a tender offer. 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. | |
(p) | Notwithstanding any other provision to the contrary, the Sub-Advisor shall have no obligation to perform |
the following services or to have employees of the Sub-Advisor perform the following roles, as applicable: | |
(a) preparing and filing material for distribution to shareholders of the Series, including statistical | |
information about the Series and material regarding the Series’ performance or investments; (b) providing | |
employees of the Sub-Advisor to serve as officers of the Fund; or (c) providing employees of the Sub- | |
Advisor to serve as the Fund’s Chief Compliance Officer and associated staff. |
3. | Representations and Agreements of the Manager | |
(i) | each Series is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act | |
of 1933, as amended, and the Manager will promptly notify the Sub-Advisor if a Series ceases to be a | ||
QIB; | ||
(ii) | each Series is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading | |
Commission Rule 4.7 (“CFTC Rule 4.7”), the Manager will promptly notify the Sub-Advisor if a Series | ||
ceases to be a QEP, and the Manager hereby consents for each Series to be treated as an “exempt | ||
account” under CFTC Rule 4.7; | ||
(iii) | the Manager has all necessary power and authority to execute, deliver and perform this Agreement | |
and all transactions contemplated hereby, and such execution, delivery and performance will not | ||
violate any applicable law, rule, regulation, governing document (e.g., Certificate of Incorporation or | ||
Bylaws), contract or other material agreement binding upon the Manager or the Fund; | ||
(iv) | the assets in the Series are free from all liens and charges, and the Manager undertakes that no liens | |
or charges will arise from the act or omissions of the Manger or the Fund which may prevent the Sub- | ||
Advisor from giving a first priority lien or charge on the Series assets solely in connection with the Sub- | ||
Advisor’s authority to direct the deposit of margin or collateral to the extent necessary to meet the | ||
obligations of the Series with respect to any investments made pursuant to the Series’ investment | ||
objectives and guidelines. | ||
4. | Prohibited Conduct | |
In providing the services described in this agreement, the Sub-Advisor will not consult with any other investment | ||
advisory firm that the Manager has identified to the Sub-Advisor in writing as an entity which provides | ||
investment advisory services to any investment company sponsored by Principal Life Insurance Company | ||
regarding transactions for the Fund in securities or other assets. | ||
5. | 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. | ||
6. | Liability of Sub-Advisor | |
Neither the Sub-Advisor nor any of its directors, members, officers, employees, agents or affiliates shall be |
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liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager, the Fund or its | |
shareholders resulting 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, officers, employees, agents or | |
affiliates. | |
The Sub-Advisor is expressly authorized to rely upon any and all instructions, approvals and notices given on | |
behalf of the Manager the Fund or the Series. The Manager shall provide a Secretary Certificate, Incumbency | |
Certificate, or similar document indicating that the persons designated as representatives have the authority to | |
bind the Manager and the Series and is included herein as Appendix B. The Manager may amend such Exhibit | |
B from time to time by written notice to the Sub-Advisor. The Manager shall continue to rely upon these | |
instructions until notified by the Manager to the contrary. | |
7. | Indemnification |
The Manager agrees 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 in the performance of its duties or from its reckless disregard of its | |
obligations and duties under this Agreement. | |
8. | Supplemental Arrangements |
The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with | |
unaffiliated third parties and may share such information as necessary to better enable the Sub-Advisor to fulfill | |
its obligations under this Agreement. Additionally, the Sub-Advisor will have the ability to delegate back office | |
services to State Street Investment Manager Solutions, LLC. In all cases, the Sub-Advisor shall remain liable as | |
if such services were provided directly. No additional fees shall be imposed for such services except as | |
otherwise agreed. | |
9. | 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. | |
10. 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. |
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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 10, the definitions contained in Section 2(a) of the 1940 Act | ||
(particularly the definitions of "interested person," "assignment" and "voting security") shall be applied. | ||
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 reasonable acts and execute such further reasonable 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. | ||
(c) | 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: | ||
Pacific Investment Management Company LLC | ||
000 Xxxxxxx Xxxxxx Xxxxx | ||
Xxxxxxx Xxxxx, XX 00000 | ||
Fax: 000-000-0000 | ||
Attention: General Counsel | ||
Email: XXXXxxxxxx@xxxxx.xxx | ||
cc: Xx Xxxxx | ||
E-mail: Xx.Xxxxx@xxxxx.xxx | ||
(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 | ||
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. | ||
(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. |
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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first above written. |
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN |
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS 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 ACCOUNT DOCUMENT. |
PRINCIPAL MANAGEMENT CORPORATION | |
/s/ Xxxxxxx X. Beer | |
By:____________________________________ | |
Xxxxxxx X. Beer, Executive Vice President and | |
Chief Operating Officer | |
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC | |
/s/ Xxxxx X. Xxxxxx | |
By:________________________________ | |
Name Xxxxx X. Xxxxxx | |
Title Managing Director |
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APPENDIX A |
Principal Funds, Inc. – Core Plus Bond Fund I |
September 30, 2008 |
Pacific Investment Management Company LLC (“PIMCO”) shall serve as an investment sub-advisor for the Series |
identified below. The Manager will pay PIMCO, as full compensation for all services provided under this Agreement, a |
fee at an annual rate as shown below of the Series’ net assets as the first day of each month allocated to PIMCO’s |
management. |
The fee for the Series shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly |
to the Subadviser. 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 in the following paragraph, and multiplying this product by the |
daily net assets of the Series as determined in accordance with the Fund’s prospectus and statement of additional |
information as of the close of each business day. |
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. |
Core Plus Bond Fund I | |
Sub-Advisor’s Fee as a Percentage of Average Daily Net Assets* | |
First $1 billion0.25% Assets over $1 billion 0.225% | |
* During any period when the Fund’s Average Daily Net Assets are below $3 billion, Sub-Advisor’s fee as a percentage |
of average daily net assets shall be 0.25% on all assets. |
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