EX-99.EX99(D)(2)CC.2 31 neubergerberman-assumption.htm NEUBERGER ASSUMPTION AGMT 050117 Exhibit


ASSUMPTION AGREEMENT


AGREEMENT made as of May 1, 2017 between Principal Management Corporation (“PMC”), Principal Global Investors, LLC (“PGI”), and Neuberger Berman Investment Advisers LLC (the “Sub-Advisor”).

WHEREAS, Principal Funds, Inc. is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, PMC has been appointed as investment advisor to every series of Principal Funds, Inc. (each a “Fund” and together, the “Funds”) pursuant to an Amended and Restated Management Agreement dated September 14, 2016, as amended (the “Investment Advisory Agreement”);
    
WHEREAS, PMC has entered into a Sub-Advisory Agreement with the Sub-Advisor dated May 4, 2009, as amended (the “Sub-Advisory Agreement”), pursuant to which the Sub-Advisor serves as investment sub-advisor to certain of the Funds;

WHEREAS, PMC will merge with and into PGI on or about May 1, 2017 (the foregoing referred to as the “Merger”);

WHEREAS, in connection with the Merger, PGI has agreed to assume PMC’s responsibilities with respect to the Funds pursuant to the Investment Advisory Agreement;

WHEREAS, in conjunction with its assumption of PMC’s rights and responsibilities under the Investment Advisor Agreement, PGI desires to assume PMC’s rights and responsibilities under the Sub-Advisory Agreement;
    
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1.PGI shall assume all rights and responsibilities of PMC under the Sub-Advisory Agreement upon the completion of the Merger.
2.    The parties hereby agree that this Assumption Agreement shall be attached to and made a part of the Sub-Advisory Agreement.
[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
 
PRINCIPAL MANAGEMENT CORPORATION
 
 
 
 
By:
/s/ Adam Shaikh
 
 
 
 
Name: Adam Shaikh
 
 
 
Title: Counsel
 
 
 
 
 
 
 
By:
/s/ Jennifer Block
 
 
 
 
Name: Jennifer Block
 
 
 
Title: Counsel

 
PRINCIPAL GLOBAL INVESTORS, LLC
 
 
 
 
By:
/s/ Barb McKenzie
 
 
(Authorized Officer)
 
 
 
 
Name: Barb McKenzie
 
 
 
Title: Sr Exec Dir. - Investments
 
 
 
 
By:
/s/ Karen A. Pearston
 
 
(Authorized Officer)
 
 
 
 
Name: Karen A. Pearston
 
 
 
Title: Vice President & Associate General Counsel

 
NEUBERGER BERMAN INVESTMENT ADVISERS LLC
 
 
 
 
By:
/s/ Robert Conti
 
 
(Authorized Officer)
 
 
 
 
Name: Robert Conti
 
 
 
Title: Managing Director