EX-99.D ADVSR CON 68 d20a-jennisonsubadv031610.htm EX D20A SUB ADV AGRMT JENNISON d20a-jennisonsubadv031610.htm - Generated by SEC Publisher for SEC Filing
PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT
JENNISON ASSOCIATES LLC
 
AGREEMENT executed as of March 16, 2010, by and between PRINCIPAL MANAGEMENT CORPORATION, an 
Iowa corporation (hereinafter called "the Manager"), and JENNISON ASSOCIATES 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 the portion of assets of each series identified 
in Appendix A (hereinafter called the “Series”) as may be designated by the Manager from time to time (such assets 
hereinafter called the “Jennison Portfolio”), 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 Jennison Portfolio, 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 
    Jennison Portfolio. 
 
  (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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(c)  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 
  may be amended from time to time. 
 
(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 Jennison 
  Portfolio, 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. Compliance with the investment program designed for the 
  Jennison Portfolio pursuant to Section 2(b) above, shall be deemed compliance with the investment 
  strategies and restrictions of the Series as stated in the Fund’s prospectus and statement of additional 
  information. 
 
(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 Jennison Portfolio are being observed. 
 
(g)  Upon request, provide assistance in the 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 Jennison Portfolio, 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 Jennison Portfolio 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 Jennison Portfolio. 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 Jennison Portfolio 
  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 
  Jennison Portfolio at prices which are advantageous to the Jennison Portfolio 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 

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  particular transaction or the overall responsibilities which the Sub-Advisor and its affiliates have with 
  respect to the Jennison Portfolio 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 Jennison Portfolio. In 
  addition, joint repurchase or other accounts may not be utilized by the Jennison Portfolio except to the 
  extent permitted under any exemptive order obtained by the Sub-Advisor provided that all conditions of 
  such order are complied with. Pursuant to the rules promulgated under Section 326 of the USA PATRIOT 
  ACT, broker-dealers are required to obtain, verify and record information that identifies each person who 
  opens an account with them. In accordance therewith, Manager acknowledges that broker-dealers whom 
  the Sub-Advisor selects to execute transactions in the Jennison Portfolio on the Series’ behalf may seek 
  identifying information about the Manager and/or the Series and the Manager will provide such information 
  to such broker-dealers, if requested. 
 
(j)  Maintain all accounts, books and records with respect to the Jennison Portfolio as are required of an 
  investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisor’s 
  Act of 1940 (the “Investment Advisor’s 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 Jennison Portfolio 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 Jennison Portfolio upon request by the Fund or the 
  Manager. 
 
(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 Jennison Portfolio, 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 Jennison Portfolio. 
 
(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 personnel responsible for 
  managing the Jennison Portfolio 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 Jennison Portfolio’ 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 Jennison Portfolio has ceased to be in compliance or that it might not be in compliance in 
  the future. If it is determined that the Jennison Portfolio is not in compliance with the requirements noted 
  above, the Sub-Advisor, in consultation with the Manager, will take prompt action to bring the Jennison 
  Portfolio 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 Jennison Portfolio. 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. Notwithstanding the foregoing, the Sub-Advisor shall not be obligated to take any action or 
  render advice involving legal action on Fund’s behalf with respect to assets in the Jennison Portfolio that 
  become subject to any legal notices or proceedings, including securities class actions and bankruptcies. 
  The Manager retains the right to proceed directly as a security holder against the issuer of any security in 

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             the Jennison Portfolio. The Sub-Advisor will also not be authorized to take custody or possession of any of 
             the Series’ cash or securities in the Jennison Portfolio. 
 
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, officers or employees shall be liable to the Manager, the Fund 
  or its shareholders for any loss suffered by the Manager or the Fund 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 or employees. 
 
6.  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. 
 
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. 
 
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 
  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. 

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         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 
 
         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. 
 
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 or report to be given pursuant to the Agreement shall be deemed to have been duly given or 
  made (a) as of the date delivered, and shall be effective upon receipt, if delivered personally, mailed by 
  registered or certified mail (postage prepaid, return receipt requested) or overnight delivery or (b) as of the 
  date sent if provided by facsimile transmission confirmed afterwards as soon as reasonably possible by 
  telephone call, first class mail, or by any method specified in (a) above, to the following addresses 
  specified below: 

To the Sub-Advisor: 
 
Jennison Associates LLC 
466 Lexington Avenue 
New York, New York 10017 
Attention:  Mehdi A. Mahmud, Vice Chairman and Managing Director 
Facsimile:  (212) 661-3189 
 
With a copy to (at the address set forth above): 
 
Attention:  Legal Department 
Facsimile:  (212) 682-9831 
E-mail: legaldepartment@jennison.com 
 
To the Manager: 
 
Principal Financial Group 
Des Moines, Iowa 50392-0200, 
Attention: Michael Finnegan 
Facsimile: 515-247-0669 

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(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) The Sub-Advisor represents that it will not enter into any agreement, oral or written, or other 
  understanding under which the Fund directs or is expected to direct portfolio securities transactions, or 
  any remuneration, to a broker or dealer in consideration for the promotion or sale of Fund shares or 
  shares issued by any other registered investment company. Sub-advisor further represents that it is 
  contrary to the Sub-advisor’s policies to permit those who select brokers or dealers for execution of fund 
  portfolio securities transactions to take into account the broker or dealer’s promotion or sale of Fund 
  shares or shares issued by any other registered investment company. 
 
(f) The Sub-Advisor agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to 
  its relationship with the Fund, the Series, or the Manager or any of their respective affiliates in offering, 
  marketing or other promotional materials without the express written consent of the Manager. 
 
(g)  This Agreement contains the entire understanding and agreement of the parties. 
 
(h)  This Agreement shall become effective on the date on which the Sub-Advisor commences 
  providing services under this Agreement. 
 
(i)  This Agreement may be executed in any number of counterparts, each of which when so executed shall be 
  an original, but all the counterparts shall together constitute one and the same instrument 
 
    . 

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first above written. 
                                                                                                       PRINCIPAL MANAGEMENT CORPORATION 
                                                                                                       By    /s/ Nora Everett
                                                                                                           Nora Everett 
                                                                                                           President & Chief Executive Officer 
                                                                                                       JENNISON ASSOCIATES LLC 
                                                                                                       By /s/ Mehdi Mahmud
                                                                                                           Mehdi Mahmud 
                                                                                                           Managing Director 

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APPENDIX A 
 
 
Jennison Associates LLC (“Jennison”) shall serve as an investment sub-advisor for a portion of the assets of the 
Series identified below as may be designated by the Manager to Jennison from time to time the “Jennison 
Portfolio”). The Manager will pay Jennison as full compensation for all services provided under this Agreement, a 
fee, computed daily and paid monthly, at an annual rate as shown below of the Jennison Portfolio’s net assets as 
the first day of each month allocated to Jennison’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 Jennison 
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 Jennison Portfolio 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. 

Diversified Real Asset Fund
Sub-Advisor’s Fee as a Percentage of Average Daily Net Assets
First $100 million  ...........................0.55% 
Assets over $100 million*  ...........................0.50% 
 
 
* During any period when the Fund’s Average Daily Net Assets equal or exceed $100 million, Jennison’s fee as a 
  percentage of average daily net assets shall be 0.50% on all assets.   

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