485BPOS 1 filingbody.htm 333-200361 FILING OF POST-MERGER TAX OPINIONS PFI-485B-Tax Opinion-Core Plus Bond I Combined Document


As filed with the Securities and Exchange Commission on April 3, 2015


Registration No. 333-200361


U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

[ ] Pre-Effective Amendment No. ____
[XX] Post-Effective Amendment No. __1__

PRINCIPAL FUNDS, INC.
(Exact name of Registrant as specified in charter)

655 9th Street, Des Moines, Iowa 50309
(Address of Registrant's Principal Executive Offices)

515-235-9328
(Registrant's Telephone Number, Including Area Code)

Adam U. Shaikh
Assistant Counsel, Principal Funds, Inc.
The Principal Financial Group
Des Moines, Iowa 50392
(Name and Address of Agent for Service)

Copies of all communications to:
JOSHUA B. DERINGER
Drinker Biddle & Reath, LLP
One Logan Square, Ste 2000
Philadelphia, PA 19103-6996
215-988-2959

Approximate date of proposed public offering: As soon as practicable after this Registration Statement becomes effective.

Title of Securities Being Registered: Class R-1, Class R-2, Class R-3, Class R-4, Class R-5, and Institutional Class Shares common stock, par value $.01 per share.

No filing fee is due because an indefinite number of shares have been registered in reliance on Section 24(f) under the Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b).
This Post-Effective Amendment No. 1 to the Registration Statement of Principal Funds, Inc. (the "Fund") on Form N-14 (File No. 333-200361) (the "Registration Statement") consists of the following: (1) Facing Page of the Registration Statement; and (2) Part C of the Registration Statement (including signature page).
This Post-Effective Amendment No. 1 hereby incorporates Part A and Part B from the Fund's definitive combined information statement/prospectus and statement of additional information as filed on December 22, 2014. This Post-Effective Amendment is being filed for the sole purpose of adding the final tax opinions as an Exhibit to Part C of the Registration Statement.




 


PART C

OTHER INFORMATION

Item 15.    Indemnification

Under Section 2-418 of the Maryland General Corporation Law, with respect to any proceedings against a present or former director, officer, agent or employee (a "corporate representative") of the Registrant, the Registrant may indemnify the corporate representative against judgments, fines, penalties, and amounts paid in settlement, and against expenses, including attorneys' fees, if such expenses were actually incurred by the corporate representative in connection with the proceeding, unless it is established that:

(i)    The act or omission of the corporate representative was material to the matter giving rise to the proceeding; and

1.    Was committed in bad faith; or

2.    Was the result of active and deliberate dishonesty; or

(ii)    The corporate representative actually received an improper personal benefit in money, property, or services; or

(iii)    In the case of any criminal proceeding, the corporate representative had reasonable cause to believe that the act or omission was unlawful.

If a proceeding is brought by or on behalf of the Registrant, however, the Registrant may not indemnify a corporate representative who has been adjudged to be liable to the Registrant. Under the Registrant's Articles of Incorporation and Bylaws, directors and officers of the Registrant are entitled to indemnification by the Registrant to the fullest extent permitted under Maryland law and the Investment Company Act of 1940. Reference is made to Article VI, Section 7 of the Registrant's Articles of Incorporation, Article 12 of the Registrant's Bylaws and Section 2-418 of the Maryland General Corporation Law.

The Registrant has agreed to indemnify, defend and hold the Distributor, its officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act of 1933, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Distributor, its officers, directors or any such controlling person may incur under the Securities Act of 1933, or under common law or otherwise, arising out of or based upon any untrue statement of a material fact contained in the Registrant's registration statement or prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission made in conformity with information furnished in writing by the Distributor to the Registrant for use in the Registrant's registration statement or prospectus: provided, however, that this indemnity agreement, to the extent that it might require indemnity of any person who is also an officer or director of the Registrant or who controls the Registrant within the meaning of Section 15 of the Securities Act of 1933, shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent that such result would not be against public policy as expressed in the Securities Act of 1933, and further provided, that in no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Registrant or to its security holders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement. The Registrant's agreement to indemnify the Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon the Registrant being promptly notified of any action brought against the Distributor, its officers or directors, or any such controlling person, such notification to be given by letter or telegram addressed to the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.





Item 16.    Exhibits.
Unless otherwise stated, all filing references are to File No. 033-59474
(1)
(a)
Articles of Amendment and Restatement dated 05/15/2012 - Filed as Ex-99.(a)(1)a on 06/13/2012 (Accession No. 0001144204-12-034634)
 
(b)
Articles Supplementary dated 11/26/2012 Filed as Ex-99 (a)(2) on 12/13/2012
(Accession No. 0001144204-12-067870)
 
(c)
Articles Supplementary dated 02/06/2013 -- Filed as Ex-99-(a)(3) on 02/28/2013 (Accession No. 0000898745-13-000071)
 
(d)
Articles of Amendment dated 03/01/2013 -- Filed as Ex-99 (a)(4) on 07/19/2013 (Accession No. 0000898745-13-000596)
 
(e)
Articles Supplementary dated 05/29/2013-- Filed as Ex-99 (a)(5) on 07/19/2013 (Accession No. 0000898745-13-000596)
 
(f)
Articles Supplementary dated 09/04/2013-- Filed as Ex-99 (a)(6) on 09/27/2013 (Accession No. 0000898745-13-000708)
 
(g)
Articles Supplementary dated 11/18/2013-- Filed as Ex-99 (a)(1) on 12/27/2013 (Accession No. 0000898745-13-000816)
 
(h)
Articles Supplementary dated 04/14/2014 – Filed as Ex-99 (a)(8) on 05/29/2014 (Accession No. 0000898745-14-000592)
 
(i)
Articles Supplementary dated 06/19/2014 – Filed as Ex-99 (a)(9) on 08/28/2014 (Accession No. 0000898745-14-000787)
 
(j)
Articles Supplementary dated 06/19/2014 – Filed as Ex-99 (a)(9) on 08/28/2014 (Accession No. 0000898745-14-000787)
 
(k)
Articles Supplementary dated 07/16/2014 – Filed as Ex-99 (a)(10) on 08/28/2014 (Accession No. 0000898745-14-000787)
 
(l)
Articles Supplementary dated 10/14/2014 -- Filed as Ex-99 (a)(11) on 10/15/2014 (Accession No. 0000898745-14-000996)
(2)
By-laws effective 09/10/2014 -- Filed as Ex-99 (b) on 09/26/2014 (Accession No. 0000898745-14-000909)
(3)
N/A
(4)
Form of Plan of Reorganization (filed herewith as Appendix A to the Proxy Statement/Prospectus)
(5)
Included in Exhibits 1 and 2 hereto.
(6)
(a)
Amended and Restated Management Agreement dated 11/01/2013 Filed as Ex-99 (d)(1)d on 12/27/2013 (Accession No. 0000898745-13-000816)
 
(b)
(1)
Pacific Investment Management Company LLC Amended & Restated Sub-Advisory Agreement dated 10/24/2011 -- Filed as Ex-99 (d)(27)a on 12/30/2011 (Accession No. 0001144204-11-072069)
 
 
(2)
Principal Global Investors, LLC Amended & Restated Sub-Advisory Agreement dated 09/10/2014 -- Filed as Ex-99 (d)(2)hh(1) on 09/26/2014 (Accession No. 0000898745-14-000909)
(7)
(a)
Amended & Restated Distribution Agreement for A, B, C, J, P, S, R-1, R-2, R-3, R-4, R-5, R-6 and Institutional Classes dated 09/10/2014 - Filed as Ex-99 (e)(1) on 09/26/2014 (Accession No. 0000898745-14-000909)
 
(b)
Form of Selling Agreement dated 09/26/2014 for Classes A, B, C, J, Institutional, P, R-1, R-2, R-3, R-4, R-5 and R-6 Class Shares - Filed as Ex-99 (e)(2)d on 09/26/2014 (Accession No. 0000898745-14-000909)
(8)
N/A
(9)
Custody Agreement between The Bank of New York Mellon and Principal Funds, Inc. dated 11/11/2011 - Filed as Ex-99 (g)(1) on 07/16/2012 (Accession No. 0001144204-12-039659)
(10)
Rule 12b-1 Plan
 
(a)
Class R-1 Plan - Amended & Restated Distribution Plan and Agreement dated 03/01/2012 Filed as
Ex-99 (m)(5)a on 05/11/2012 (Accession No. 0001144204-12-028046)
 
(b)
Class R-2 Plan - Amended & Restated Distribution Plan and Agreement dated 03/01/2012 Filed as
Ex-99 (m)(6)a on 05/11/2012 (Accession No. 0001144204-12-028046)
 
(c)
Class R-3 Plan - Amended & Restated Distribution Plan and Agreement dated 03/01/2012 Filed as
Ex-99 (m)(7)a on 05/11/2012 (Accession No. 0001144204-12-028046)
 
(d)
Class R-4 Plan - Amended & Restated Distribution Plan and Agreement dated 03/01/2012 Filed as
Ex-99 (m)(8)a on 05/11/2012 (Accession No. 0001144204-12-028046)
(11)
Opinion and Consent of counsel, regarding legality of issuance of shares and other matters (filed on Form N-14 333-200361 on 11/19/2014)
(12)
(a)
Opinion of Carolyn F. Kolks, Assistant Tax Counsel to Acquired Fund (PFI - Core Plus Bond Fund I), on tax matters *





 
(b)
Opinion of Randy Bergstrom, Assistant Tax Counsel to Acquiring Fund (PFI - Bond & Mortgage Securities Fund), on tax matters *
(13)
N/A
(14)
Consent of Independent Registered Public Accountants
 
(a)
Consent of Ernst & Young LLP (filed on Form N-14 333-200361 on 12/19/2014)
(15)
N/A
(16)
Powers of Attorney (filed on Form N-14 333-200361 on 11/19/2014)
(17)
(a)
Prospectuses dated March 1, 2014 as supplemented
 
 
(1)
The Prospectus for Institutional, R-1, R-2, R-3, R-4, and R-5 Class shares, dated March 1, 2014, included in Post-Effective Amendment No. 135 to the registration statement on Form N-1A (File No. 033-59474) filed on February 27, 2014
 
 
(2)
Supplements to the Institutional, R-1, R-2, R-3, R-4, and R-5 Class shares Prospectus dated and filed March 7, 2014, March 14, 2014, April 28, 2014, June 3, 2014, June 16, 2014, July 15, 2014, August 18, 2014, October 1, 2014, November 12, 2014, and December 12, 2014
 
(b)
Statement of Additional Information dated March 1, 2014 as amended and restated June 3, 2014 and September 3, 2014, included in Post-Effective Amendment No. 145 to the registration statement on Form N-1A (File No. 033-59474) filed on August 28, 2014, and supplements thereto dated and filed on September 12, 2014, October 1, 2014, October 21, 2014, November 12, 2014, and December 12, 2014
 
(c)
(1)
Annual Report of Principal Funds, Inc. for the fiscal year ended October 31, 2013 (filed on Form N-CSR on December 30, 2013)
 
 
(2)
Semi-Annual Report of Principal Funds, Inc. for the semi-annual period ended April 30, 2014 (filed on Form N-CSRS on June 27, 2014)
*
Filed herein.
**
To be filed by amendment.

Item 17.    Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file a post-effective amendment to this Registration Statement which will include an opinion of counsel regarding the tax consequences of the proposed reorganization.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized in the City of Des Moines and State of Iowa, on the 3rd of April, 2015.
 
Principal Funds, Inc.
   (Registrant)

/s/ M. J. Beer
_____________________________________
M. J. Beer
President and Chief Executive Officer
 
Attest:

/s/ Beth Wilson
______________________________________
Beth Wilson
Vice President and Secretary
 





Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
 
 
 
/s/ M. J. Beer
__________________________
M. J. Beer
President and
Chief Executive Officer
(Principal Executive Officer)
April 3, 2015
 
 
 
/s/ T. W. Bollin
__________________________
T. W. Bollin
Chief Financial Officer
(Principal Financial Officer)
April 3, 2015
 
 
/s/ L. A. Rasmussen
__________________________
L. A. Rasmussen
Vice President and Controller
(Controller)
April 3, 2015
 
 
 

__________________________
E. Ballantine
Director
 
 
 
(L. T. Barnes)*
__________________________
L. T. Barnes
Director
April 3, 2015
 
 
 
(C. Damos)*
__________________________
C. Damos
Director
April 3, 2015
 
 
 
(N. M. Everett)*
__________________________
N. M. Everett
Chair
April 3, 2015
 
 
 
(M. A. Grimmett)*
__________________________
M. A. Grimmett
Director
April 3, 2015
 
 
 
(F. S. Hirsch)*
__________________________
F. S. Hirsch
Director
April 3, 2015
 
 
 
(T. Huang)*
__________________________
T. Huang
Director
April 3, 2015
 
 
 
(W. C. Kimball)*
__________________________
W. C. Kimball
Director
April 3, 2015
 
 
 
(K. McMillan)*
__________________________
K. McMillan
Director
April 3, 2015
 
 
 
(D. Pavelich)*
__________________________
D. Pavelich
Director
April 3, 2015
 
 
 

* Pursuant to Power of Attorney appointing M. J. Beer
     Previously Filed as Ex-99.16(a) on 11/19/2014 (Accession No. 0000898745-14-001051)






EXHIBIT INDEX
Exhibit No.
Description
 
 
12(a)
Opinion of Carolyn F. Kolks, Assistant Tax Counsel to Acquired Fund (PFI - Core Plus Bond Fund I), on tax matters
 
 
12(b)
Opinion of Randy Bergstrom, Assistant Tax Counsel to Acquiring Fund (PFI - Bond & Mortgage Securities Fund), on tax matters