Registration No. 33-59474
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
- - - - - - -
POST-EFFECTIVE AMENDMENT NO. 120 TO
FORM N-1A
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
and
REGISTRATION STATEMENT
under
THE INVESTMENT COMPANY ACT OF 1940
- - - - - - -
PRINCIPAL FUNDS, INC.
(Exact name of Registrant as specified in
Charter)
The Principal Financial Group
Des Moines, Iowa 50392
(Address of principal executive offices)
- - - - - - -
Telephone Number (515) 235-9154
- - - - - - -
Copy to:
JENNIFER A. MILLS
|
JOHN W. BLOUCH, Esq.
|
The Principal Financial Group
|
Drinker Biddle & Reath, LLP
|
Des Moines, Iowa 50392
|
1500 K Street, N.W.
|
|
Washington, DC 20005-1209
|
(Name and address of agent for service)
----------
It is proposed that this filing will become effective
(check appropriate box)
_____
immediately upon filing pursuant to
paragraph (b) of Rule 485
_XX__
on December 28, 2012 pursuant to paragraph
(b) of Rule 485
_____
60 days after filing pursuant to paragraph
(a)(1) of Rule 485
_____
on (date) pursuant to paragraph (a)(1)
of Rule 485
_____
75 days after filing pursuant to paragraph
(a)(2) of Rule 485
_____
on (date) pursuant to paragraph (a)(2)
of Rule 485
If appropriate, check the following box:
|
_____
|
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
|
EXPLANATORY NOTE
The Amendment is being filed as an annual update to
the Registrant’s registration statement for series with an August 31 fiscal year end as well as to create a new series, the
Global Opportunities Fund (Institutional Class Shares). The Amendment includes the following: (1) facing page; (2) Part A
(the following three prospectuses, one for: (a) Classes A, C, and P shares; (b) Class J shares; and (c) Institutional, R-1,
R-2, R-3, R-4, and R-5 shares); (3) Part B (a statement of additional information that includes each series with an August 31 fiscal
year end), (4) Part C, and (5) signature pages. The Amendment is not being filed to update or amend the prospectuses or statement
of additional information for series with a fiscal year end of October 31.
PRINCIPAL
FUNDS, INC. (“PFI”)
Class A, Class C, and Class P Shares
The date of this Prospectus is December
28, 2012
|
Ticker
Symbols
|
Fund
|
Class
A
|
Class
C
|
Class
P
|
Diversified Real Asset
|
PRDAX
|
PRDCX
|
PRDPX
|
Global Multi-Strategy
|
PMSAX
|
PMSCX
|
PMSPX
|
Opportunistic Municipal
|
PMOAX
|
PMODX
|
|
Preferred Securities
|
PPSAX
|
PRFCX
|
PPSPX
|
Small-MidCap Dividend Income
|
PMDAX
|
PMDDX
|
PMDPX
|
The Securities and Exchange Commission
has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
TABLE OF
CONTENTS
Fund Summaries
|
|
Diversified Real Asset Fund
|
3
|
Global Multi-Strategy Fund
|
10
|
Opportunistic Municipal Fund
|
17
|
Preferred Securities Fund
|
21
|
Small-MidCap Dividend Income Fund
|
26
|
Additional Information about Investment Strategies and Risks
|
30
|
Portfolio Holdings Information
|
42
|
Management of the Funds
|
42
|
Pricing of Fund Shares
|
47
|
CONTACT PRINCIPAL FUNDS, INC.
|
48
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Purchase of Fund Shares
|
49
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Redemption of Fund Shares
|
51
|
Exchange of Fund Shares
|
52
|
Dividends and Distributions
|
54
|
Frequent Purchases and Redemptions
|
55
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Tax Considerations
|
55
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Choosing a Share Class AND THE COSTS OF INVESTING
|
56
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Distribution Plans and Intermediary Compensation
|
61
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Fund Account Information
|
63
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Financial Highlights
|
64
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Appendix A – Description of Bond Ratings
|
69
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APPENDIX B – RELATED PERFORMANCE OF THE SUB-ADVISOR
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74
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Additional Information
|
76
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Diversified Real Asset Fund
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Objective:
|
The Fund seeks a long-term total return in excess of inflation.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may
pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree
to invest in the future, at least $100,000 in Principal Funds, Inc. More information about these and other discounts is available
from your financial professional and in “Choosing a Share Class and The Costs of Investing” beginning on page 56 of
the Fund’s prospectus and “Multiple Class Structure” beginning on page 48 of the Fund’s Statement of Additional
Information.
Shareholder Fees (fees paid directly from your investment)
|
Class
A
|
Class
C
|
Class
P
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage
of offering price)
|
3.75%
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the offering price or NAV at the time Sales Load is paid,
whichever is less)
|
1.00%
|
1.00%
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
A
|
Class
C
|
Class
P
|
Management Fees
|
0.84%
|
0.84%
|
0.84%
|
Distribution and/or Service (12b-1) Fees
|
0.25
|
1.00
|
—
|
Other Expenses
|
0.35
|
0.29
|
0.29
|
Total Annual Fund Operating Expenses
|
1.44%
|
2.13%
|
1.13%
|
Expense Reimbursement
(1)
|
0.19
|
0.13
|
0.09
|
Total Annual Fund Operating Expenses After Expense Reimbursement
|
1.25%
|
2.00%
|
1.04%
|
|
(1)
|
Principal
Management Corporation ("Principal"),
the investment advisor, has contractually
agreed to limit the Fund’s expenses
attributable to Class A and Class C
shares, and expenses identified as
"Other Expenses" for Class
P by paying, if necessary, expenses
normally payable by the Fund, excluding
interest expense, through the period
ending December 31, 2013. The expense
limit will maintain a total level of
operating expenses (expressed as a
percent of average net assets on an
annualized basis) not to exceed 1.25%
for Class A and 2.00% for Class C shares,
excluding interest expense. In addition,
for Class P, the expense limit will
maintain "Other Expenses"
(expressed as a percent of average
net assets on an annualized basis)
not to exceed 0.20%, excluding interest
expense. It is expected that the expense
limit will continue through the period
disclosed; however, Principal Funds,
Inc. and Principal, the parties to
the agreement, may agree to terminate
the expense limit prior to the end
of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
1
year
|
3
years
|
5
years
|
10
years
|
Class A
|
$498
|
$795
|
$1,115
|
$2,019
|
Class C
|
303
|
654
|
1,132
|
2,452
|
Class P
|
106
|
350
|
614
|
1,367
|
You would pay the following expenses if you did
not redeem your shares:
|
1 year
|
3 years
|
5 years
|
10 years
|
Class A
|
$498
|
$795
|
$1,115
|
$2,019
|
Class C
|
203
|
654
|
1,132
|
2,452
|
Class P
|
106
|
350
|
614
|
1,367
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund's annualized portfolio turnover rate was 107.3% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by allocating
its assets among the following general investment categories: inflation-indexed bonds, securities of real estate companies, commodity
index-linked notes, fixed-income securities, securities of natural resource companies, master limited partnerships (MLPs), publicly-listed
infrastructure companies, and floating rate debt. The Fund actively trades portfolio securities.
The Fund concentrates its investments (invests more than
25% of its net assets) in securities in the real estate and energy/natural resources industries.
In managing the Fund, Principal Management Corporation ("Principal"),
the Fund’s investment advisor, determines the Fund's strategic asset allocation among the general investment categories
described below, which are executed by multiple sub-advisors. The allocations will vary from time to time, and the Fund may add
additional investment categories. Except for its policy to concentrate in the real estate and energy/natural resources industries,
the Fund retains considerable latitude in allocating its assets.
A portion of the Fund's assets is invested primarily in
inflation-indexed bonds issued by the U.S. and non-U.S. governments, their agencies or instrumentalities and U.S. and non-U.S.
corporations. Inflation-indexed bonds are fixed-income securities that are structured to provide protection against inflation.
The value of the bond's principal or the interest income paid on the bond is adjusted to track changes in an official inflation
measure.
A portion of the Fund's assets is invested in a combination
of commodity index-linked notes and fixed-income securities. Commodities are assets that have tangible properties, such as oil,
coal, natural gas, agricultural products, industrial metals, livestock and precious metals. In order to gain exposure to the commodities
markets without investing directly in physical commodities, the Fund invests in commodity index-linked notes. Commodity index-linked
notes are derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices. These
notes are sometimes referred to as "structured notes" because the terms of these notes may be structured by the issuer
and the purchaser of the note. The value of these notes will rise or fall in response to changes in the underlying commodity index
and will be subject to credit and interest rate risks that typically affect debt securities. The fixed income securities are primarily
short-term U.S. Treasury and Agency notes and bonds.
A portion of the Fund's assets is invested in the real estate
industry. The Fund invests in equity securities of global companies principally engaged in the real estate industry ("real
estate companies"). A real estate company has at least 50% of its assets, income or profits derived from products or services
related to the real estate industry. Real estate companies include real estate investment trusts ("REITs"), REIT-like
entities, and companies with substantial real estate holdings such as paper, lumber, hotel and entertainment companies as well
as building supply manufacturers, mortgage lenders, and mortgage servicing companies.
A portion of the Fund's assets is invested in securities
of companies that primarily own, explore, mine, process or otherwise develop natural resources, or supply goods and services to
such companies. Natural resources generally include precious metals, such as gold, silver and platinum, ferrous and nonferrous
metals, such as iron, aluminum and copper, strategic metals such as uranium and titanium, hydrocarbons such as coal, oil and natural
gas, timberland, undeveloped real property and agricultural commodities.
A portion of the Fund's assets is invested in MLPs. Generally,
MLPs are engaged in the transportation, storage, processing, refining, marketing, production, or mining of natural resources.
The Fund invests primarily in the mid-stream category of MLPs, which is generally comprised of pipelines used to gather, process,
transport, and distribute natural gas, crude oil, and refined petroleum products.
A portion of the Fund’s assets is invested in domestic
and foreign publicly-listed infrastructure companies. Publicly-listed infrastructure equity securities trade on an exchange and
include, but are not limited to, companies involved in the ownership and/or operations of infrastructure assets within the transportation,
communications, water, electricity transmission and distribution, and oil and gas storage, processing and transportation industries.
A portion of the Fund’s assets is invested in below-investment-grade
(sometimes called “junk”) or comparable unrated floating rate debt (also known as bank loans, syndicated loans, leveraged
loans or senior floating rate interests). Floating rate debt has a variable coupon that resets periodically, with interest payments
determined by a representative interest rate index (e.g. LIBOR or the federal funds rate) plus a fixed spread. As a result, the
coupon payments vary, or “float” with prevailing market interest rates.
Principal Risks
The Fund may be an appropriate investment for investors seeking
to maintain their purchasing power, who are willing to accept the risks associated with investing in commodity index-linked notes,
fixed-income securities, inflation-indexed bonds, equity securities and real estate.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio
securities may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover
rates and increased brokerage costs.
Asset Allocation Risk.
A fund's selection and weighting
of asset classes may cause it to underperform other funds with a similar investment objective.
Bank Loans Risk.
Changes in economic conditions are likely
to cause issuers of bank loans (also known as senior floating rate interests) to be unable to meet their obligations. In addition,
the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. Underlying credit agreements
governing the bank loans, reliance on market makers, priority of repayment and overall market volatility may harm the liquidity
of loans.
Commodity Index-Linked Notes Risk.
The value of commodities
may be affected by overall market movements and other factors affecting the value of a particular industry or commodity. These
notes expose the fund to movements in commodity prices. They are also subject to credit, counterparty, and interest rate risk.
Commodity index-linked notes are often leveraged. At the maturity of the note, the fund may receive more or less principal than
it originally invested. The fund may also receive interest payments on the note that are less than the stated coupon interest payments.
Commodity-Related Investment Risk.
The value of commodities
investments will generally be affected by overall market movements and factors specific to a particular industry or commodity,
which may include weather, embargoes, tariffs, and economic health, political, international regulatory and other developments.
Exposure to the commodities markets may subject the fund to greater volatility than investments in traditional securities.
Counterparty Risk.
Counterparty risk is the risk that
the counterparty to a derivatives contract or repurchase agreement, the borrower of a portfolio’s securities, or other obligation,
will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Industry Concentration Risk (Energy/Natural Resources).
A
fund that concentrates investments in a particular industry or group of industries has greater exposure than other funds to market,
economic and other factors affecting that industry or group of industries. A fund concentrating in energy/n
atural
resource companies
may be affected by numerous factors, including events occurring in nature, inflationary pressures,
international politics, the success of exploration projects, commodity prices, energy conservation, taxes and other government
regulations. In addition, interest rates and general economic conditions may affect the demand for energy/natural resources. For
example, events occurring in nature (such as earthquakes or fires in prime energy/natural resource areas) and political events
(such as coups, military confrontations or acts of terrorism) can affect overall supply of energy/natural resources and the value
of companies involved in energy/natural resources.
Industry Concentration Risk (Real Estate).
A fund that
concentrates investments in a particular industry or group of industries has greater exposure than other funds to market, economic
and other factors affecting that industry or group of industries. A fund concentrating in the real estate industry can be subject
to the risks associated with direct ownership of real estate, securities of companies in the real estate industry, and/or real
estate investment trusts.
Leverage Risk.
Leverage created by borrowing or certain
types of transactions or investments, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued,
delayed delivery or forward commitment transactions, or derivative instruments, may impair the fund’s liquidity, cause it
to liquidate positions at an unfavorable time, increase volatility of the fund’s net asset value, or diminish the fund’s
performance.
Master Limited Partnership ("MLP") Risk.
MLPs
are publicly-traded limited partnership interests or units. An MLP that invests in a particular industry (e.g., oil and gas) will
be harmed by detrimental economic events within that industry. As partnerships, MLPs may be subject to less regulation (and less
protection for investors) under state laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions,
which may reduce the amount of income an MLP pays to its investors.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will
indirectly bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
U.S. Government Securities Risk.
Yields available from
U.S. government securities are generally lower than yields from many other fixed-income securities.
Performance
The following information provides an indication of the
risks of investing in the Fund. The bar chart shows the investment returns of the Fund’s Class A shares for each full calendar
year of operations for 10 years (or, if shorter, the life of the Fund). The table shows, for each share class of the Fund and
for the last one, five, and ten calendar year periods (or, if shorter, the life of the Fund), how the Fund’s average annual
total returns compare to the returns of one or more broad-based market indices. Past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the future. You may get updated performance information online at www.principal.com
or by calling 1-800-222-5852.
Class A and Class C shares commenced operations on March
16, 2010, Class P shares were first sold on September 27, 2010. The returns for Class P shares, for the periods prior to
that date, are based on the performance of the Institutional Class shares adjusted to reflect the fees and expenses of Class P
shares. The adjustments result in performance for such periods that is no higher than the historical performance of the Institutional
Class shares. Institutional Class shares were first sold on March 16, 2010.
Performance of a blended index shows how the Fund’s
performance compares to an index with similar investment objectives. Performance of the components of the blended index are also
shown. The Diversified Real Asset Custom Index was composed of 30% Barclays U.S. Treasury TIPS Index, 20% MSCI U.S. REIT Index,
25% Dow Jones UBS Commodity Index, 15% S&P N.A. Natural Resources Index, and 10% Tortoise MLP Index. Effective January 31,
2012, the weightings for the Diversified Real Asset Custom Index changed to 30% Barclays U.S. Treasury TIPS Index, 20% Dow Jones
UBS Commodity Index, 10% S&P N.A. Natural Resources Index, 10% Tortoise MLP Index, 10% Dow Jones Brookfield Global Infrastructure
Index, 10% Credit Suisse Leveraged Loan Index, and 10% FTSE EPRA/NAREIT Developed Index. The custom or blended index returns reflect
the allocation in effect for the time period(s) for which fund returns are disclosed. Previous weightings or allocations of the
custom or blended index are not restated.
Total Returns as of December 31 each year (Class A
shares)
(1)
|
Highest return for a quarter during
the period of the bar chart above:
|
Q4 '11
|
7.04%
|
|
Lowest return for a quarter during the period
of the bar chart above:
|
Q3 '11
|
-9.20%
|
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 7.85% for Class A shares.
|
Average
Annual Total Returns
|
For
the periods ended 12/31/2011
|
1 Year
|
Life
of Fund
|
Class A Return Before Taxes
|
-3.38%
|
6.24%
|
Class A Return After Taxes
on Distributions
|
-3.93
|
5.79
|
Class A Return After Taxes
on Distribution and Sale of Fund Shares
|
-1.86
|
5.15
|
Class
C Return Before Taxes
|
-1.22
|
7.82
|
Class
P Return Before Taxes
|
0.58
|
8.81
|
Barclays
US Treasury TIPS Index
(reflects no deduction for fees, expenses, or taxes)
|
13.56
|
10.42
|
MSCI
US REIT Index
(reflects no deduction for fees, expenses, or taxes)
|
8.69
|
14.22
|
Dow
Jones UBS Commodity Index
(reflects no deduction for fees, expenses, or taxes)
|
-13.32
|
3.32
|
S&P
North American Natural Resources Index
(reflects no deduction for fees, expenses, or taxes)
|
-7.35
|
6.85
|
Tortoise
MLP Index
(reflects no deduction for fees, expenses, or taxes)
|
13.73
|
22.36
|
Dow
Jones Brookfield Global Infrastructure Index
(reflects no deduction for fees, expenses, or taxes)
|
13.75
|
14.07
|
Credit
Suisse Leveraged Loan Index
(reflects no deduction for fees, expenses, or taxes)
|
1.82
|
5.26
|
FTSE
EPRA/NAREIT Developed Index
(reflects no deduction for fees, expenses, or taxes)
|
-5.82
|
5.28
|
Diversified
Real Asset Custom Index
(reflects no deduction for fees, expenses, or taxes)
|
2.80
|
10.63
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for Class A shares only and would be different for Class C and Class P shares.
Management
Investment Advisor and Portfolio Managers:
Principal Management Corporation
|
·
|
Michael P. Finnegan (since 2010), Chief Investment Officer
|
|
·
|
Kelly Grossman (since 2010), Senior Product Manager
|
|
·
|
Dave Reichart (since 2011), Senior Vice President
|
Sub-Advisors:
BlackRock Financial Management, Inc.
Brookfield Investment Management Inc.
Credit Suisse Asset Management, LLC
Jennison Associates LLC
Principal Real Estate Investors, LLC
Symphony Asset Management LLC
Tortoise Capital Advisors, L.L.C.
Purchase and Sale of Fund Shares
Purchase minimums per fund (some exceptions apply):
·
For Class P Shares
|
|
·
There are no restrictions on amounts to be invested in Class P shares of the Fund for an eligible purchaser.
|
·
For share classes other than Class P: Initial Investment
|
$1,000
|
·
For accounts with an Automatic Investment Plan (AIP)
|
$100
|
·
For share classes other than Class P: Subsequent Investments
|
$100
|
·
For accounts with an AIP, the subsequent automatic investments must total $1,200 annually if the initial $1,000 minimum has not been met.
|
|
|
|
You may purchase or redeem shares on any business day (normally
any day when the New York Stock Exchange is open for regular trading) through your Financial Professional; by sending a written
request to Principal Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight
mail); calling us at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally subject
to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you are tax-exempt
or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one share class of the
Fund over another share class. Ask your salesperson or visit your financial intermediary’s website for more information.
Global Multi-Strategy Fund
On December 11, 2012, the Board of Directors of Principal
Funds, Inc. approved the hiring of Finisterre Capital LLP (“Finisterre”) as sub-advisor for the Global Multi-Strategy
Fund. The proposal to hire Finisterre will be submitted for shareholder vote at a Special Meeting of Shareholders of Global Multi-Strategy
Fund tentatively scheduled for February 26, 2013. Additional information about this proposal will be provided in the Proxy Statement
that is expected to be mailed to record date shareholders of Global Multi-Strategy Fund in January 2013. If shareholders approve
this proposal, Finisterre is expected to begin managing Global Multi-Strategy Fund assets in March 2013.
|
Objective:
|
The Fund seeks to achieve long-term capital appreciation with an emphasis on positive total
returns and relatively low volatility.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may
pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree
to invest in the future, at least $100,000 in Principal Funds, Inc. More information about these and other discounts is available
from your financial professional and in “Choosing a Share Class and The Costs of Investing” beginning on page 56 of
the Fund’s prospectus and “Multiple Class Structure” beginning on page 48 of the Fund’s Statement of Additional
Information.
Shareholder Fees (fees paid directly from your investment)
|
Class
A
|
Class
C
|
Class
P
|
Maximum Sales
Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
3.75%
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the offering
price or NAV at the time Sales Load is paid, whichever is less)
|
1.00%
|
1.00%
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
A
|
Class
C
|
Class
P
|
Management Fees
|
1.60%
|
1.60%
|
1.60%
|
Distribution and/or Service (12b-1) Fees
|
0.25
|
1.00
|
—
|
Other Expenses:
|
|
|
|
Dividend and Interest Expense on Short Sales
|
0.70
|
0.70
|
0.70
|
Remainder of Other Expenses
|
1.07
|
0.45
(1)
|
10.50
|
Total Annual Fund Operating Expenses
|
3.62%
|
3.75%
|
12.80%
|
Expense
Reimbursement
(2)
|
0.92
|
0.30
|
10.30
|
Total Annual Fund Operating Expenses After Expense
Reimbursement
|
2.70%
|
3.45%
|
2.50%
|
|
(1)
|
Based on estimated amounts for the current fiscal
year.
|
|
(2)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses attributable to Class A and Class
C shares, and expenses identified as "Other Expenses"
for Class P by paying, if necessary, expenses normally
payable by the Fund, excluding interest expense and dividend
and interest expense on short sales, through the period
ending December 31, 2013. The expense limit will maintain
a total level of operating expenses (expressed as a percent
of average net assets on an annualized basis) not to exceed
2.00% for Class A and 2.75% for Class C shares, excluding
interest expense and dividend and interest expense on short
sales. In addition, for Class P, the expense limit will
maintain "Other Expenses" (expressed as a percent
of average net assets on an annualized basis) not to exceed
0.20%, excluding interest expense. It is expected that
the expense limit will continue through the period disclosed;
however, Principal Funds, Inc. and Principal, the parties
to the agreement, may agree to terminate the expense limit
prior to the end of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class A
|
$638
|
$1,361
|
$2,103
|
$4,052
|
|
Class C
|
448
|
1,119
|
|
|
|
Class P
|
253
|
2,676
|
4,736
|
8,635
|
You would pay the following expenses if you did
not redeem your shares:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class A
|
$638
|
$1,361
|
$2,103
|
$4,052
|
|
Class C
|
348
|
1,119
|
|
|
|
Class P
|
253
|
2,676
|
4,736
|
8,635
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. From October 14, 2011, date operations
commenced, through August 31, 2012, the Fund’s annualized portfolio turnover rate was 196.0% of the average value of
its portfolio.
Principal Investment Strategies
Principal Management Corporation ("Principal"), the
Fund's investment adviser, allocates the Fund's assets among one or more of the investment strategies described below, which are
executed by one or more of the Fund's sub-advisors. In making these allocations, Principal seeks to combine the strategies of the
sub-advisors efficiently and systematically so that the Fund generates, through a diversified set of investment strategies, a positive
total return with relatively low volatility and low sensitivity or correlation to market indices. By allocating the Fund’s
assets among a variety of investment strategies, which will vary from time-to-time, the Fund seeks to lessen risk and reduce volatility.
Principal may also direct a sub-advisor to reduce or omit its investment in certain assets or asset classes in an effort to achieve
its desired combination of the Fund's strategies.
In pursuing its strategies, the Fund invests in a broad
range of instruments including, but not limited to, equities, bonds, currencies, convertible securities and derivatives such as
futures, options, swaps (including, for example, credit default, interest rate, and currency swaps) and forwards. The Fund intends
to engage in derivative transactions to gain exposure to a variety of securities or attempt to reduce risk. The Fund intends to
invest in securities that are tied economically to a number of countries throughout the world, including the U.S.; however, the
Fund has no requirements as to the amount of its net assets that it invests in foreign securities. The Fund is considered non-diversified,
which means it can invest a higher percentage of assets in securities of individual issuers than a diversified fund. The Fund
actively trades securities.
Some of the strategies take long and/or short positions. When
taking a short position, the Fund may sell an instrument that it does not own and then borrow to meet its settlement obligations.
The Fund may take short positions in futures, forwards or swaps. A short position will benefit from a decrease in price of the
underlying instrument and will lose value if the price of the underlying instrument increases. Long positions will profit if the
value of the instrument increases. Simultaneously engaging in long investing and short selling reduces the net exposure of the
overall portfolio to general market movements. Relative value positions may be taken as well in the various strategies. Relative
value strategies capitalize on price differences between similar securities or relative value among securities of the same company.
The Fund may use all or some of the following strategies to
varying degrees, depending on market conditions, and may add additional strategies. Principal may allocate 0 to 100% of the Fund’s
assets to any of these strategies at any time.
Credit Long/Short and Distressed Credit.
This
strategy utilizes a flexible investment approach that allocates investments across a global range of investment opportunities
related to credit, currencies and interest rates, while employing risk management strategies. This strategy invests in fixed income
securities and instruments and may invest in both investment-grade securities and below investment grade bonds (sometimes called
“high yield bonds” or "junk bonds") which are rated at the time of purchase Ba1 or lower by Moody's and
BB+ or lower by S&P (if the bond has been rated by only one of those agencies, that rating will determine whether the bond
is below investment grade; if the bond has not been rated by either of those agencies, the Sub-Advisor will determine whether
the bond is of a quality comparable to those rated below investment grade). This strategy may also invest in the following securities:
securities denominated in foreign currencies and in U.S. dollar denominated securities of foreign issuers, preferred securities,
convertible securities, Rule 144A securities, mortgage or asset-backed securities, floating rate debt (including bank loans),
distressed investments, emerging markets, equities and derivative instruments, such as options, futures contracts, forwards or
swap agreements. This strategy may utilize derivative instruments in an effort to minimize volatility. Also, at times, this strategy
expects to gain its investment exposure substantially through the use of derivatives. The notional value of this strategy’s
long and short investment exposures may at times each reach 100% of the assets invested in this strategy (excluding instruments
used primarily for duration, yield curve, and interest rate management and short-term investments), although these exposures may
be higher or lower at any given time. This strategy may purchase or sell securities on a when-issued, delayed delivery or forward
commitment basis and may engage in short sales. The strategy may, without limitation, seek to obtain market exposure to the securities
in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques
(such as buy backs or dollar rolls).
Equity Long/Short.
This strategy provides
long and short exposure to a diversified portfolio of equities which involves simultaneously investing in equities (i.e., investing
long) the sub-advisor expects to increase in value (securities the sub-advisor believes are undervalued) and either selling equities
(i.e., short sales or short selling) the sub-advisor expects to decrease in value (securities the sub-advisor believes are overvalued)
or hedging equity market exposure in another way (i.e., by using derivatives such as futures or options). Long/short equity expresses
industry views by emphasizing certain industries and it also seeks to exploit pricing inefficiencies between related equity securities.
An example of exploiting pricing inefficiencies between related equity securities is building a portfolio containing long positions
in the strongest companies of several industries and taking short positions in companies showing signs of weakness in the corresponding
industries. This strategy has available two methods of analysis: fundamental analysis, a method of security analysis that involves
examining a company's financial statements and operations, especially sales, earnings, products, management and competition and
quantitative analysis, a method of security analysis that involves use of mathematical models to examine a company's measurable
characteristics such as revenue, earnings, margins and market share.
Equity Market Neutral.
This strategy seeks to profit
by exploiting pricing inefficiencies between related equity securities and neutralizing exposure to market risk by maintaining
long and short positions. Equity market neutral is not expected to have industry overweights.
Dedicated Short Bias.
The dedicated short bias strategy
seeks to profit by shorting stocks that have negative market sentiment and neutralizing exposure to market risk by maintaining
long and short positions.
Global Macro.
Global macro strategies seek to profit
from movement in the prices of securities that are highly sensitive to macroeconomic conditions, across a broad spectrum of assets.
This strategy provides long and short exposure to developed country equities, currencies, and bonds markets.
Emerging Markets.
This strategy seeks to profit from
investing in equities, bonds, and currencies of issuers in emerging markets. This strategy provides long and short exposure to
emerging country equity, debt, and currency markets, and long and short exposure to a basket of liquid equity securities traded
on emerging and developed market exchanges.
Convertible Arbitrage.
Convertible arbitrage strategies
seek to profit from the complexity of the pricing of convertible bonds (which contain elements of both a fixed income security
and an equity option) by structuring trades using multiple securities within the capital structure of a convertible bond issuer.
The Fund may purchase the convertible bond of a given issuer and simultaneously sell short the common stock of that same issuer
to take advantage of a mispricing of either security. This strategy takes positions in various global convertible debt and preferred
securities and an offsetting position in various global equities directly linked to the convertible securities. In implementing
this strategy, the Fund may use derivatives to hedge against a decline in interest rates or credit exposure.
Currency Instruments, Futures Contracts, Futures-Related
Instruments and Equity Swaps.
These strategies seek to profit from the design and implementation of quantitative selection
models to help predict upcoming movements in any combination of fixed income, currency, or equity markets. This strategy provides
long and short exposure to developed country equities, bonds and currency markets and long and short exposure to emerging country
equity and currency markets.
Event Driven.
Event driven strategies seek to profit
from investing in the securities of companies based not on a value or growth investment style but rather on the basis that a specific
event or catalyst will affect future prices. This strategy attempts to capitalize on price discrepancies and returns generated
by corporate activity, such as merger arbitrage. In merger arbitrage, the Fund will employ a diversified, disciplined strategy
to attempt to capture the returns from holding a long/short portfolio of stocks of companies involved in mergers.
Fixed Income Arbitrage.
Fixed income arbitrage seeks
to profit from exploiting mispricing of various, liquid fixed income or interest rate sensitive securities. This strategy provides
long and short exposure to developed country bond and currency markets, long and short exposure to investment grade credit markets
and long and short exposure to forward mortgage-backed securities trading in the to be announced (“TBA”) market.
Principal Risks
The Fund may be an appropriate investment for investors who
seek long-term capital appreciation and who can accept the risks of investing in a variety of global markets and a variety of instruments.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio securities
may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover rates
and increased brokerage costs.
Arbitrage Trading Risk.
The underlying relationships
between securities in which the fund takes arbitrage investment positions may change in an adverse manner, in which case the fund
may realize losses.
Asset Allocation Risk.
A fund's selection and weighting
of asset classes may cause it to underperform other funds with a similar investment objective.
Bank Loans Risk.
Changes in economic conditions are likely
to cause issuers of bank loans (also known as senior floating rate interests) to be unable to meet their obligations. In addition,
the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. Underlying credit agreements
governing the bank loans, reliance on market makers, priority of repayment and overall market volatility may harm the liquidity
of loans.
Basis Risk.
A hedge using derivatives and/or securities
could expose the fund to basis risk. Basis risk could arise when the change in price of the hedge may not match the change in price
of the asset it hedges. In other words, the hedge moves in a direction that does not match the asset it is trying to hedge.
Counterparty Risk.
Counterparty risk is the risk that
the counterparty to a derivatives contract or repurchase agreement, the borrower of a portfolio’s securities, or other obligation,
will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
Convertible Securities Risk.
Convertible securities can
be bonds, notes, debentures, preferred stock or other securities which are convertible into common stock. Convertible securities
are subject to both the credit and interest rate risks associated with fixed income securities and to the stock market risk associated
with equity securities.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Distressed Investments Risk.
A fund’s investment
in instruments involving loans, loan participations, bonds, notes, non-performing and sub-performing mortgage loans, many of which
are not publicly traded, may involve a substantial degree of risk for the following reasons. These instruments may become illiquid
and the prices of such instruments may be extremely volatile. Valuing such instruments may be difficult and a fund may lose all
of its investment, or it may be required to accept cash or securities with a value less than the fund’s original investment.
Issuers of distressed securities are typically in a weak financial condition and may default, in which case the fund may lose its
entire investment.
Emerging Market Risk.
Investments in emerging market
countries may have more risk than those in developed market countries because the emerging markets are less developed and more
illiquid. Emerging market countries can also be subject to increased social, economic, regulatory, and political uncertainties
and can be extremely volatile.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Event-Driven Trading Risk.
Event-driven trading involves
the risk that the special situation may not occur as anticipated, if at all, and that the market price of a stock declines.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Leverage Risk.
Leverage created by borrowing or certain
types of transactions or investments, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued,
delayed delivery or forward commitment transactions, or derivative instruments, may impair the fund’s liquidity, cause it
to liquidate positions at an unfavorable time, increase volatility of the fund’s net asset value, or diminish the fund’s
performance.
Non-Diversification Risk.
A non-diversified fund may
invest a high percentage of its assets in the securities of a small number of issuers and is more likely than diversified funds
to be significantly affected by a specific security’s poor performance.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Prepayment Risk.
Unscheduled prepayments on mortgage-backed
and asset-backed securities may have to be reinvested at lower rates. A reduction in prepayments may increase the effective maturities
of these securities, exposing them to the risk of decline in market value over time (extension risk).
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Short Sale Risk
. A short sale involves the sale by the
fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. A fund
may also enter into a short derivative position through a futures contract or swap agreement. If the price of the security or derivative
has increased during this time, then the fund will incur a loss equal to the increase in price from the time that the short sale
was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may
be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party
to the short sale may fail to honor its contract terms, causing a loss to the fund.
Value Stock Risk.
The market may not recognize the intrinsic
value of value stocks for a long time, or they may be appropriately priced at the time of purchase.
Performance
No performance information is shown because the Fund has not
yet had a calendar year of performance. The Fund’s performance will be benchmarked against the HRFI (Hedge Fund Research
Inc.) Funds-of-Funds Composite Index.
Management
Investment Advisor and Portfolio Managers:
Principal Management Corporation
|
·
|
Michael P. Finnegan (since 2011), Chief Investment Officer
|
|
·
|
Kelly Grossman (since 2011), Senior Product Manager
|
|
·
|
Dave Reichart (since 2011), Senior Vice President
|
Sub-Advisors:
AQR Capital Management, LLC
Cliffwater LLC
CNH Partners, LLC
Loomis, Sayles & Company, L.P.
Los Angeles Capital Management and Equity Research, Inc.
Pacific Investment Management Company LLC
Wellington Management Company, LLP
Purchase and Sale of Fund Shares
Purchase minimums per fund (some exceptions apply):
·
For Class P Shares
|
|
·
There are no restrictions on amounts to be invested in Class P shares of the Fund for an eligible purchaser.
|
·
For share classes other than Class P: Initial Investment
|
$1,000
|
·
For accounts with an Automatic Investment Plan (AIP)
|
$100
|
·
For share classes other than Class P: Subsequent Investments
|
$100
|
·
For accounts with an AIP, the subsequent automatic investments must total $1,200 annually if the initial $1,000 minimum has not been met.
|
|
|
|
You may purchase or redeem shares on any business day (normally
any day when the New York Stock Exchange is open for regular trading) through your Financial Professional; by sending a written
request to Principal Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight
mail); calling us at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally subject
to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you are tax-exempt
or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one share class of the
Fund over another share class. Ask your salesperson or visit your financial intermediary’s website for more information.
Opportunistic Municipal Fund
|
Objective:
|
The Fund seeks to provide a high level of income that is exempt from federal income tax while
protecting investors’ capital.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may
pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree
to invest in the future, at least $100,000 in Principal Funds, Inc. More information about these and other discounts is available
from your financial professional and in “Choosing a Share Class and The Costs of Investing” beginning on page 56 of
the Fund’s prospectus and “Multiple Class Structure” beginning on page 48 of the Fund’s Statement of Additional
Information.
Shareholder Fees (fees paid directly from your investment)
|
Class
A
|
Class
C
|
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
3.75%
|
None
|
Maximum Deferred Sales Charge (Load) (as a
percentage of the offering price or NAV at the time Sales Load is paid, whichever is less)
|
1.00%
|
1.00%
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
A
|
Class
C
|
Management Fees
|
0.50%
|
0.50%
|
Distribution and/or Service (12b-1) Fees
|
0.25
|
1.00
|
Other Expenses:
|
|
|
Interest Expenses
|
0.23
|
0.23
|
Remainder of Other Expenses
|
0.44
(1)
|
0.47
(1)
|
Total Annual Fund Operating Expenses
|
1.42%
|
2.20%
|
Expense Reimbursement
(2)
|
0.29
|
0.32
|
Total Annual Fund Operating Expenses After Expense
Reimbursement
|
1.13%
|
1.88%
|
|
(1)
|
Based on estimated amounts for the current fiscal
year.
|
|
(2)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses attributable to Class A and Class
C shares by paying, if necessary, expenses normally payable
by the Fund, excluding interest expense, through the period
ending December 31, 2013. The expense limit will maintain
a total level of operating expenses (expressed as a percent
of average net assets on an annualized basis) not to exceed
0.90% for Class A and 1.65% for Class C shares, excluding
interest expense. It is expected that the expense limit
will continue through the period disclosed; however, Principal
Funds, Inc. and Principal, the parties to the agreement,
may agree to terminate the expense limit prior to the end
of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
|
Class A
|
$486
|
$780
|
|
Class C
|
291
|
657
|
You would pay the following expenses if you did
not redeem your shares:
|
|
1
year
|
3
years
|
|
Class A
|
$486
|
$780
|
|
Class C
|
191
|
657
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. From June 13, 2012, date operations
commenced, through August 31, 2012, the Fund’s annualized portfolio turnover rate was 93.8% of the average value of
its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in municipal obligations (securities issued by or on behalf of
state or local governments and other public authorities). Many of these are from California. Municipal obligations pay interest
that is exempt from federal income tax. The Fund has a flexible investment strategy and invests in obligations of any duration
and credit quality, including below investment grade bonds (sometimes called “high yield bonds” or "junk bonds")
which are rated at the time of purchase Ba1 or lower by Moody's and BB+ or lower by S&P (if the bond has been rated by only
one of those agencies, that rating will determine whether the bond is below investment grade; if the bond has not been rated by
either of those agencies, the Sub-Advisor will determine whether the bond is of a quality comparable to those rated below investment
grade).
The Fund invests in other debt obligations, including (but
not limited to) taxable municipal obligations, U.S. Treasury securities, obligations of the U.S. Government, its agencies and
instrumentalities (“Agency Securities”) and inverse floating rate obligations, which are generally more volatile than
other types of municipal obligations. The Fund invests in exchange-traded funds (ETFs) to gain exposure to the municipal market.
The Fund purchases derivative instruments, which derive
their value from another instrument, security or index. The Fund purchases or sells various kinds of financial futures contracts
to hedge against changes in interest rates or as a substitute for the purchase of portfolio securities. The Fund also enters into
interest rate swaps and credit derivatives, which includes credit default swaps.
Principal Risks
The Fund may be an appropriate investment for investors who
are seeking monthly, federally tax-exempt dividends to produce income or to reinvest for modest growth and are willing to accept
fluctuations in the value of their investment.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Basis Risk.
A hedge using derivatives and/or
securities could expose the fund to basis risk. Basis risk could arise when the change in price of the hedge may not match the
change in price of the asset it hedges. In other words, the hedge moves in a direction that does not match the asset it is trying
to hedge.
Counterparty Risk.
Counterparty risk is the risk that
the counterparty to a derivatives contract or repurchase agreement, the borrower of a portfolio’s securities, or other obligation,
will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Exchange-Traded Funds ("ETFs") Risk.
An ETF
is subject to the risks associated with direct ownership of the securities comprising the index on which the ETF is based. Fund
shareholders indirectly bear their proportionate share of the expenses of the ETFs in which the fund invests.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Geographic Concentration Risk.
A fund that
invests significant portions of its assets in particular geographic areas (such as California or Illinois) has greater exposure
than other funds to economic conditions and developments in those areas.
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Inverse Floating Rate Investments.
Inverse floating rate
investments are extremely sensitive to changes in interest rates and in some cases their market value may be extremely volatile.
Leverage Risk.
Leverage created by borrowing or certain
types of transactions or investments, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued,
delayed delivery or forward commitment transactions, or derivative instruments, may impair the fund’s liquidity, cause it
to liquidate positions at an unfavorable time, increase volatility of the fund’s net asset value, or diminish the fund’s
performance.
Municipal Securities Risk.
Principal and interest payments
on municipal securities may not be guaranteed by the issuing body and may be payable only from a particular source. That source
may not perform as expected and payment obligations may not be made or made on time.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
U.S. Government Securities Risk.
Yields available from
U.S. government securities are generally lower than yields from many other fixed-income securities.
U.S. Government Sponsored Securities Risk.
Securities
issued by U.S. government-sponsored or -chartered enterprises such as the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, and the Federal Home Loan Banks are not issued or guaranteed by the U.S. Treasury.
Performance
No performance information is shown because the Fund has
not yet had a calendar year of performance. The Fund’s performance will be benchmarked against the Barclays Municipal Bond
Index.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Principal Global Investors, LLC
|
·
|
Douglas J. Gaylor (since 2012), Portfolio Manager
|
|
·
|
James Noble (since 2012), Senior Research Analyst
|
Purchase and Sale of Fund Shares
Purchase minimums per fund (some exceptions apply):
·
Initial Investment
|
$1,000
|
·
For accounts with an Automatic Investment Plan (AIP)
|
$100
|
·
Subsequent Investments
|
$100
|
·
For accounts with an AIP, the subsequent automatic investments must total $1,200 annually if the initial $1,000 minimum has not been met.
|
|
|
|
You may purchase or redeem shares on any business day (normally
any day when the New York Stock Exchange is open for regular trading) through your Financial Professional; by sending a written
request to Principal Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight
mail); calling us at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
While the Fund intends
to distribute income that is exempt from regular federal and possibly some state income taxes, a portion of the Fund’s distributions
may be subject to federal income taxes or to the federal alternative minimum tax. A portion of the Fund’s distributions
likely will be subject to state income taxes depending on the state’s rules.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one share class of the
Fund over another share class. Ask your salesperson or visit your financial intermediary’s website for more information.
Preferred Securities Fund
|
Objective:
|
The Fund seeks to provide current income.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may
pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree
to invest in the future, at least $100,000 in Principal Funds, Inc. More information about these and other discounts is available
from your financial professional and in “Choosing a Share Class and The Costs of Investing” beginning on page 56 of
the Fund’s prospectus and “Multiple Class Structure” beginning on page 48 of the Fund’s Statement of Additional
Information.
Shareholder Fees (fees paid directly from your investment)
|
Class
A
|
Class
C
|
Class
P
|
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
3.75%
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a
percentage of the offering price or NAV at the time Sales Load is paid, whichever is less)
|
1.00%
|
1.00%
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
A
|
Class
C
|
Class
P
|
Management Fees
|
0.71%
|
0.71%
|
0.71%
|
Distribution and/or Service (12b-1) Fees
|
0.25
|
1.00
|
–
|
Other Expenses
|
0.10
|
0.11
|
0.14
|
Total Annual Fund Operating Expenses
|
1.06%
|
1.82%
|
0.85%
|
Expense Reimbursement
(1)
|
N/A
|
N/A
|
–
|
Total Annual Fund Operating Expenses After Expense
Reimbursement
|
1.06%
|
1.82%
|
0.85%
|
|
(1)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses identified as "Other Expenses"
for Class P by paying, if necessary, expenses normally
payable by the Fund, excluding interest expense, through
the period ending December 31, 2013. The expense limit
will maintain "Other Expenses" (expressed as
a percent of average net assets on an annualized basis)
not to exceed 0.20%, excluding interest expense. It is
expected that the expense limit will continue through the
period disclosed; however, Principal Funds, Inc. and Principal,
the parties to the agreement, may agree to terminate the
expense limit prior to the end of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class A
|
$479
|
$700
|
$938
|
$1,621
|
|
Class C
|
285
|
573
|
985
|
2,137
|
|
Class P
|
87
|
271
|
471
|
1,049
|
You would pay the following expenses if you did
not redeem your shares:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class A
|
$479
|
$700
|
$938
|
$1,621
|
|
Class C
|
185
|
573
|
985
|
2,137
|
|
Class P
|
87
|
271
|
471
|
1,049
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund's annualized portfolio turnover rate was 22.9% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in preferred securities at the time of purchase. Preferred securities
generally pay fixed rate dividends (though some are adjustable rate) and typically have "preference" over common stock
in the payment of dividends and the liquidation of a company's assets, but are junior to all forms of the company's debt. Most
of the securities purchased by the Fund are preferred securities of companies rated at the time of purchase BBB- or higher by
Standard & Poor's Rating Service ("S&P") or Baa3 or higher by Moody's Investor Service, Inc. ("Moody's")
or, if unrated, of comparable quality in the opinion of the Sub-Advisor. The Fund also invests up to 15% of its assets in high
yield, below investment grade bonds (sometimes called “high yield bonds” or "junk bonds") which are rated
at the time of purchase Ba1 or lower by Moody's and BB+ or lower by S&P (if the bond has been rated by only one of those agencies,
that rating will determine whether the bond is below investment grade; if the bond has not been rated by either of those agencies,
the Sub-Advisor will determine whether the bond is of a quality comparable to those rated below investment grade).
The Fund concentrates its investments (invests more than
25% of its net assets) in securities in the U.S. and non-U.S financial services (i.e., banking, insurance and commercial finance,)
industry. The Fund also regularly invests in the real estate investment trust (i.e. REIT) and utility industries.
Principal Risks
The Fund may be an appropriate investment for investors who
are seeking dividends to generate income or to reinvest for growth and are willing to accept fluctuations in the value of the investment.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Industry Concentration Risk (Financial Services).
A fund
that concentrates investments in a particular industry or group of industries has greater exposure than other funds to market,
economic and other factors affecting that industry or group of industries. A fund concentrating in financial services companies
may be more susceptible to adverse economic or regulatory occurrences affecting financial services companies. Financial companies
may be adversely affected in certain market cycles, including periods of rising interest rates, which may restrict the availability
and increase the cost of capital, and declining economic conditions, which may cause credit losses due to financial difficulties
of borrowers. Because many types of financial companies are especially vulnerable to these economic cycles, the Fund’s investments
in these companies may lose significant value during such periods.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will
indirectly bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Performance
The following information provides an indication of the risks
of investing in the Fund. The bar chart shows the investment returns of the Fund’s Class A shares for each full calendar
year of operations for 10 years (or, if shorter, the life of the Fund). These annual returns do not reflect sales charges; if they
did, returns would be lower. The table shows, for each share class of the Fund and for the last one, five, and ten calendar year
periods (or, if shorter, the life of the Fund), how the Fund’s average annual total returns compare to the returns of one
or more broad-based market indices. Past performance (before and after taxes) is not necessarily an indication of how the Fund
will perform in the future. You may get updated performance information online at www.principalfunds.com or by calling 1-800-222-5852.
Class A shares commenced operations on June 28, 2005, Class
C shares were first sold on January 16, 2007, and Class P shares were first sold on September 27, 2010. The returns for Class
A, C, and P shares, for the periods prior to those dates, are based on the performance of the Institutional Class shares adjusted
to reflect the fees and expenses of Class A, C, and P shares. The adjustments result in performance for such periods that is no
higher than the historical performance of the Institutional Class shares. Institutional Class shares were first sold on May 1,
2002.
Performance of a blended index shows how the Fund's performance
compares to an index with similar investment objectives. Performance of the components of the blended index are also shown. The
weightings for the Preferreds Blended Index are 50% BofA Merrill Lynch Fixed Rate Preferred Securities and 50% Barclays U.S. Tier
I Capital Securities Index. The custom or blended index returns reflect the allocation in effect for the time period(s) for which
fund returns are disclosed. Previous weightings or allocations of the custom or blended index are not restated.
Total Returns as of December 31 each year (Class A shares)
(1)
Highest return for a quarter during the period of the bar chart above:
|
Q2 ‘09
|
38.89%
|
Lowest return for a quarter during the period of the bar chart above:
|
Q3 ‘08
|
-20.97%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 15.47% for Class A shares.
|
Average Annual Total Returns
|
For
the periods ended 12/31/2011
|
1 Year
|
5 Years
|
Life
of Fund
|
Class A Return Before Taxes
|
-2.67%
|
3.27%
|
4.37%
|
Class A Return After Taxes on Distributions
|
-4.47
|
1.18
|
2.57
|
Class A Return After Taxes on Distribution and
Sale of Fund Shares
|
-1.42
|
1.60
|
2.71
|
Class C Return Before Taxes
|
-0.39
|
3.31
|
4.14
|
Class P Return Before Taxes
|
1.51
|
4.20
|
5.02
|
BofA Merrill
Lynch Fixed Rate Preferred Securities Index
(reflects no deduction for fees, expenses, or taxes)
|
4.11
|
-1.19
|
2.42
|
Barclays
U.S. Tier I Capital Securities Index
(reflects no deduction for fees, expenses, or taxes)
|
-0.53
|
1.71
|
4.87
|
Preferreds
Blended Index
(reflects no deduction for fees, expenses, or taxes)
|
1.81
|
0.01
|
3.38
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for Class A shares only and would be different for Class C and Class P shares.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Spectrum Asset Management, Inc.
|
·
|
Fernando "Fred" Diaz (since 2010), Portfolio Manager
|
|
·
|
Roberto Giangregorio (since 2010), Portfolio Manager
|
|
·
|
L. Phillip Jacoby, IV (since 2002), Chief Investment Officer and Portfolio Manager
|
|
·
|
Manu Krishnan (since 2010), Portfolio Manager
|
|
·
|
Mark A. Lieb (since 2009), President and Chief Executive Officer
|
Purchase and Sale of Fund Shares
Purchase minimums per fund (some exceptions apply):
·
For Class P Shares
|
|
·
There are no restrictions on amounts to be invested in Class P shares of the Fund for an eligible purchaser.
|
·
For share classes other than Class P: Initial Investment
|
$1,000
|
·
For accounts with an Automatic Investment Plan (AIP)
|
$100
|
·
For share classes other than Class P: Subsequent Investments
|
$100
|
·
For accounts with an AIP, the subsequent automatic investments must total $1,200 annually if the initial $1,000 minimum has not been met.
|
|
|
|
You may purchase or redeem shares on any business day (normally
any day when the New York Stock Exchange is open for regular trading) through your Financial Professional; by sending a written
request to Principal Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight
mail); calling us at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally subject
to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you are tax-exempt
or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one share class of the
Fund over another share class. Ask your salesperson or visit your financial intermediary’s website for more information.
Small-MidCap Dividend
Income Fund
|
Objective:
|
The Fund primarily seeks to provide a relatively high level of current income and long-term
growth of income, and secondarily long-term growth of capital, while investing primarily in small- to mid-capitalization companies
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may
pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree
to invest in the future, at least $50,000 in Principal Funds, Inc. More information about these and other discounts is available
from your financial professional and in “Choosing a Share Class and The Costs of Investing” beginning on page 56 of
the Fund’s prospectus and “Multiple Class Structure” beginning on page 48 of the Fund’s Statement of Additional
Information.
Shareholder Fees (fees paid directly from your investment)
|
Class
A
|
Class
C
|
Class
P
|
Maximum Sales
Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.50%
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the offering
price or NAV at the time Sales Load is paid, whichever is less)
|
1.00%
|
1.00%
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
A
|
Class
C
|
Class
P
|
Management Fees
|
0.80%
|
0.80%
|
0.80%
|
Distribution and/or Service (12b-1) Fees
|
0.25
|
1.00%
|
–
|
Other Expenses
|
0.55
|
0.39
(1)
|
1.17
|
Acquired Fund Fees and Expenses
|
0.10
|
0.10
|
0.10
|
Total Annual Fund Operating
Expenses
|
1.70%
|
2.29%
|
2.07%
|
Expense
Reimbursement
(2)
|
0.20
|
0.04
|
0.97
|
Total Annual Fund Operating
Expenses After Expense Reimbursement
|
1.50%
|
2.25%
|
1.10%
|
|
(1)
|
Based on estimated amounts for the current fiscal
year.
|
|
(2)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses attributable to Class A and Class
C shares, and expenses identified as "Other Expenses"
for Class P by paying, if necessary, expenses normally
payable by the Fund, excluding interest expense and Acquired
Fund Fees and Expenses, through the period ending December
31, 2013. The expense limit will maintain a total level
of operating expenses (expressed as a percent of average
net assets on an annualized basis) not to exceed 1.40%
for Class A and 2.15% for Class C shares, excluding interest
expense and Acquired Fund Fees and Expenses. In addition,
for Class P, the expense limit will maintain "Other
Expenses" (expressed as a percent of average net assets
on an annualized basis) not to exceed 0.20%, excluding
interest expense. It is expected that the expense limit
will continue through the period disclosed; however, Principal
Funds, Inc. and Principal, the parties to the agreement,
may agree to terminate the expense limit prior to the end
of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class A
|
$694
|
$1,038
|
$1,405
|
$2,432
|
|
Class C
|
328
|
712
|
|
|
|
Class P
|
112
|
555
|
1,024
|
2,323
|
You would pay the following expenses if you did
not redeem your shares:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class A
|
$694
|
$1,038
|
$1,405
|
$2,432
|
|
Class C
|
228
|
712
|
|
|
|
Class P
|
112
|
555
|
1,024
|
2,323
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund's annualized portfolio turnover rate was 19.1% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities of companies with small to
medium market capitalizations (those with market capitalizations ranging from between $200 million and $7 billion) at the time
of purchase. The Fund invests in value equity securities, an investment strategy that emphasizes buying equity securities that
appear to be undervalued. The Fund invests in the securities of foreign issuers, real estate investment trusts, preferred securities,
convertible securities, fixed-income securities, master limited partnerships, and royalty trusts.
Principal Risks
The Fund may be an appropriate investment for investors
who seek dividends to generate income or to reinvest for growth and who can accept fluctuations in the value of investments and
the risks of investing in equity securities, the securities of foreign issuers, real estate investment trusts, preferred securities,
convertible securities, fixed-income securities, master limited partnerships, and royalty trusts.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Convertible Securities Risk.
Convertible securities can
be bonds, notes, debentures, preferred stock or other securities which are convertible into common stock. Convertible securities
are subject to both the credit and interest rate risks associated with fixed income securities and to the stock market risk associated
with equity securities.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
Master Limited Partnership ("MLP") Risk.
MLPs
are publicly-traded limited partnership interests or units. An MLP that invests in a particular industry (e.g., oil and gas) will
be harmed by detrimental economic events within that industry. As partnerships, MLPs may be subject to less regulation (and less
protection for investors) under state laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions,
which may reduce the amount of income an MLP pays to its investors.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will
indirectly bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Royalty Trust Risk.
A royalty trust generally acquires
an interest in natural resource or chemical companies and distributes the income it receives to its investors. A sustained decline
in demand for natural resource and related products could adversely affect royalty trust revenues and cash flows. Such a decline
could result from a recession or other adverse economic conditions, an increase in the market price of the underlying commodity,
higher taxes or other regulatory actions that increase costs, or a shift in consumer demand. Rising interest rates could adversely
affect the performance, and limit the capital appreciation, of royalty trusts because of the increased availability of alternative
investments at more competitive yields. Fund shareholders will indirectly bear their proportionate share of the royalty trusts'
expenses.
Value Stock Risk.
The market may not recognize the intrinsic
value of value stocks for a long time, or they may be appropriately priced at the time of purchase.
Performance
No performance information is shown because the Fund has not
yet had a calendar year of performance. The Fund’s performance will be benchmarked against the Russell 2500 Value Index.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Edge Asset Management, Inc.
|
·
|
Daniel R. Coleman (since 2011), Head of Equities, Portfolio Manager
|
|
·
|
David W. Simpson (since 2011), Portfolio Manager
|
Purchase and Sale of Fund Shares
Purchase minimums per fund (some exceptions apply):
·
For Class P Shares
|
|
·
There are no restrictions on amounts to be invested in Class P shares of the Fund for an eligible purchaser.
|
·
For share classes other than Class P: Initial Investment
|
$1,000
|
·
For accounts with an Automatic Investment Plan (AIP)
|
$100
|
·
For share classes other than Class P: Subsequent Investments
|
$100
|
·
For accounts with an AIP, the subsequent automatic investments must total $1,200 annually if the initial $1,000 minimum has not been met.
|
|
|
|
You may purchase or redeem shares on any business day (normally
any day when the New York Stock Exchange is open for regular trading) through your Financial Professional; by sending a written
request to Principal Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight
mail); calling us at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally subject
to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you are tax-exempt
or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one share class of the
Fund over another share class. Ask your salesperson or visit your financial intermediary’s website for more information.
ADDITIONAL INFORMATION ABOUT
INVESTMENT STRATEGIES AND RISKS
Each Fund’s investment objective is described in the
summary section for each Fund. The summary section also describes each Fund’s principal investment strategies, including
the types of securities in which each Fund invests, and the principal risks of investing in each Fund. The principal investment
strategies are not the only investment strategies available to each Fund, but they are the ones each Fund primarily uses to achieve
its investment objective.
With the exception of the Opportunistic Municipal Fund,
the Board of Directors may change each Fund's objective or the investment strategies without a shareholder vote if it determines
such a change is in the best interests of the Fund. If there is a material change to a Fund's investment objective or investment
strategies, you should consider whether the Fund remains an appropriate investment for you. There is no guarantee that each Fund
will meet its objective.
The investment strategies identified in this section provide
specific information about each Fund, but there are some general principles the sub-advisors apply in making investment decisions.
When making decisions about whether to buy or sell equity securities, the sub-advisors may consider, among other things, a company’s
strength in fundamentals, its potential for earnings growth over time, its ability to navigate certain macroeconomic environments,
and the current price of its securities relative to their perceived worth and relative to others in its industry. When making
decisions about whether to buy or sell fixed-income investments, the sub-advisors may consider, among other things, the strength
of certain sectors of the fixed-income market relative to others, interest rates, the macroeconomic backdrop, the balance between
supply and demand for certain asset classes, other general market conditions, and the credit quality of individual issuers.
Each Fund is designed to be a portion of an investor's portfolio.
No Fund is intended to be a complete investment program. Investors should consider the risks of a Fund before making an investment
and be prepared to maintain the investment during periods of adverse market conditions. It is possible to lose money by investing
in each Fund.
The following table lists each Fund and identifies whether the
strategies and risks discussed in this section (listed in alphabetical order) are principal, non-principal, or not applicable to
each Fund. A Fund is subject to Risk of Being an Underlying Fund to the extent that a fund of funds invests in the Fund. The Statement
of Additional Information ("SAI") contains additional information about investment strategies and their related risks.
INVESTMENT
STRATEGIES AND RISKS
|
DIVERSIFIED
REAL ASSET
|
GLOBAL
MULTI-STRATEGY
|
OPPORTUNISTIC
MUNICIPAL
|
PREFERRED
SECURITIES
|
SMALL-MIDCAP
DIVIDEND
INCOME
|
Arbitrage
|
Not
Applicable
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Asset-Backed
Securities & Mortgage-Backed Securities
|
Non-Principal
|
Principal
|
Non-Principal
|
Non-Principal
|
Not
Applicable
|
Bank
Loans (also known as Senior Floating Rate interests)
|
Principal
|
Principal
|
Non-Principal
|
Not
Applicable
|
Non-Principal
|
Commodity
Index-Linked Notes
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Commodity-Related
Investments
|
Principal
|
Non-Principal
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Convertible
Securities
|
Non-Principal
|
Principal
|
Non-Principal
|
Non-Principal
|
Principal
|
Derivatives
|
Principal
|
Principal
|
Principal
|
Not
Applicable
|
Non-Principal
|
Equity
Securities
|
Principal
|
Principal
|
Not
Applicable
|
Principal
|
Principal
|
Exchange
Traded Funds (ETFs)
|
Non-Principal
|
Non-Principal
|
Principal
|
Not
Applicable
|
Non-Principal
|
Fixed
Income Securities
|
Principal
|
Principal
|
Principal
|
Principal
|
Principal
|
Foreign
Securities
|
Principal
|
Principal
|
Not
Applicable
|
Principal
|
Principal
|
Geographic
Concentration
|
Not
Applicable
|
Not
Applicable
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Hedging
|
Not
Applicable
|
Principal
|
Principal
|
Not
Applicable
|
Non-Principal
|
High
Yield Securities
|
Principal
|
Principal
|
Principal
|
Principal
|
Non-Principal
|
Industry
Concentration
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Principal
|
Not
Applicable
|
Initial
Public Offerings ("IPOs")
|
Non-Principal
|
Non-Principal
|
Not
Applicable
|
Non-Principal
|
Non-Principal
|
Inverse
Floating Rate Investments
|
Not
Applicable
|
Non-Principal
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Leverage
|
Principal
|
Principal
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Liquidity
Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Management
Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Market
Volatility and Issuer Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Master
Limited Partnerships
|
Principal
|
Non-Principal
|
Non-Principal
|
Not
Applicable
|
Principal
|
Municipal
Obligations and AMT-Subject Bonds
|
Not
Applicable
|
Non-Principal
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Portfolio
Turnover
|
Principal
|
Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Preferred
Securities
|
Non-Principal
|
Principal
|
Non-Principal
|
Principal
|
Principal
|
Real
Estate Investment Trusts
|
Principal
|
Non-Principal
|
Non-Principal
|
Principal
|
Principal
|
Real
Estate Securities
|
Principal
|
Non-Principal
|
Non-Principal
|
Principal
|
Principal
|
Repurchase
Agreements
|
Not
Applicable
|
Non-Principal
|
Non-Principal
|
Not
Applicable
|
Not
Applicable
|
Royalty
Trusts
|
Not
Applicable
|
Non-Principal
|
Non-Principal
|
Not
Applicable
|
Principal
|
Short
Sales
|
Not
Applicable
|
Principal
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Small
and Medium Market Capitalization Companies
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Principal
|
Temporary
Defensive Measures
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Underlying
Funds
|
Principal
|
Principal
|
Not
Applicable
|
Principal
|
Principal
|
|
(1)
|
These risks are not deemed principal for purposes of this table because they apply to almost all funds; however, in certain
circumstances, they could significantly affect the net asset value, yield, and total return.
|
Arbitrage
A fund employing arbitrage strategies has the risk that anticipated
opportunities do not play out as planned, resulting in potentially reduced returns or losses to the fund as it unwinds failed trades.
For example, with respect to the convertible arbitrage strategy, an issuer may default or may be unable to make interest and dividend
payments when due; with respect to the merger arbitrage strategy, the merger deal may terminate prior to closing, thereby imposing
losses to the fund.
Asset-Backed Securities and Mortgage-Backed Securities
Asset-backed securities (“ABS”) are fixed income
instruments secured by and payable from assets such as installment sales or loan contract (such as auto, home equity, or student
loans) receivables, leases, credit card receivables, and other receivables. Mortgage-backed securities (“MBS”) represent
interests in underlying pools of mortgages. Some can be commercial mortgage-backed securities, which are secured by commercial
or multi-family properties (“CMBS”). Certain asset-backed securities present a heightened level of risk because, in
the event of default, the liquidation value of the underlying assets may be inadequate to pay any unpaid principal or interest.
The value of mortgage-backed and asset-backed securities may be affected by changes in credit quality or value of the mortgage
loans or other assets that support the securities. In addition, for mortgage-backed securities, when market conditions result in
an increase in the default rates on the underlying mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full amount of accrued interest and principal on these investments
may be doubtful. To the extent that the mortgages underlying mortgage-backed securities or asset-backed securities are sub-prime
mortgages (mortgages granted to borrowers whose credit histories would not support conventional mortgages), the risk of default
is higher. These defaults have caused unexpected losses for loan originators and certain sub-prime lenders. The structure of some
of these securities may be complex and there may be less available information than for other types of debt securities. If interest
rates fall and the loans underlying these securities are prepaid faster than expected, the fund may have to reinvest the prepaid
principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans
underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended. This
reduces the potential for the fund to invest the principal in higher yielding securities.
Bank Loans (also known as Senior Floating Rate Interests)
Bank loans typically hold the most senior position in the
capital structure of a business entity (the "Borrower"), are typically secured by specific collateral, and have a claim
on the assets and/or stock of the Borrower that is senior to that held by unsecured subordinated debtholders and stockholders
of the Borrower. The proceeds of bank loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions,
stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes. Bank loans
are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the
bank loan. Most bank loans that will be purchased by the fund are rated below-investment-grade (sometimes called “junk”)
or will be comparable if unrated, which means they are more likely to default than investment-grade loans. A default could lead
to non-payment of income which would result in a reduction of income to the fund and there can be no assurance that the liquidation
of any collateral would satisfy the Borrower's obligation in the event of non-payment of scheduled interest or principal payments,
or that such collateral could be readily liquidated. Most bank loans are not traded on any national securities exchange. Bank
loans generally have less liquidity than investment-grade bonds and there may be less public information available about them.
The secondary market for loans may be subject to irregular trading
activity, wide bid/ask spreads and extended trade settlement periods, which may cause the fund to be unable to realize full value
and thus cause a material decline in the fund's net asset value.
Bank loans pay interest at rates which are periodically reset
by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated
U.S. bank or the London InterBank Offered Rate (LIBOR) or the prime rate offered by one or more major United States banks.
Bank loans generally are subject to mandatory and/or optional
prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for the borrower
to repay, prepayments of senior floating rate interests may occur.
Commodity Index-Linked Notes
Commodities are assets that have tangible properties, such as
oil, coal, natural gas, agricultural products, industrial metals, livestock and precious metals. The value of commodities may be
affected by overall market movements and other factors affecting the value of a particular industry or commodity, such as weather,
disease, embargoes, or political and regulatory developments. Funds may seek exposure to commodity markets through investments
in commodity index-linked notes, which are derivative debt instruments issued by U.S. and foreign banks, brokerage firms, insurance
companies and other corporations with principal and/or coupon payments linked to the performance of commodity indices. These notes
expose the fund to movements in commodity prices. They are also subject to credit, counterparty, and interest rate risk. Commodity
index-linked notes are often leveraged, increasing the volatility of each note's market value relative to changes in the underlying
commodity index. At the maturity of the note, the fund may receive more or less principal than it originally invested. The fund
may also receive interest payments on the note that are less than the stated coupon interest payments.
Commodity-Related Investments
The value of commodities investments will generally be affected
by overall market movements and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs,
and health, political, international and regulatory developments. Economic and other events (whether real or perceived) can reduce
the demand for commodities, which may reduce market prices and cause the value of fund shares to fall. The frequency and magnitude
of such changes cannot be predicted. Exposure to commodities and commodities markets may subject a fund to greater volatility than
investments in traditional securities. No active trading market may exist for certain commodities investments, which may impair
the ability of a fund to sell or to realize the full value of such investments in the event of the need to liquidate such investments.
In addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Certain types of commodities
instruments (such as commodity swaps) are subject to the risk that the counterparty to the instrument will not perform or will
be unable to perform in accordance with the terms of the instrument.
Convertible Securities
Convertible securities are usually fixed-income securities that
a fund has the right to exchange for equity securities at a specified conversion price. Convertible securities could also include
corporate bonds, notes or preferred stocks of U.S. or foreign issuers. The option allows the fund to realize additional returns
if the market price of the equity securities exceeds the conversion price. For example, the fund may hold fixed-income securities
that are convertible into shares of common stock at a conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income
securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying
equity securities. Thus, convertible securities may provide lower returns than non-convertible fixed-income securities or equity
securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit the
fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
The fund treats convertible securities as both fixed-income
and equity securities for purposes of investment policies and limitations because of their unique characteristics. Funds that invest
in convertible securities may invest in convertible securities that are below investment grade. Many convertible securities are
relatively illiquid.
Derivatives
A fund may invest in certain derivative strategies to earn income,
manage or adjust the risk profile of the fund, replace more direct investments, or obtain exposure to certain markets. Generally,
a derivative is a financial arrangement, the value of which is derived from, or based on, a traditional security, asset, or market
index. Certain derivative securities are described more accurately as index/structured securities. Index/structured securities
are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies,
interest rates, indices, or other financial indicators (reference indices).
There are many different types of derivatives and many different
ways to use them. Futures, forward contracts, and options are commonly used for traditional hedging purposes to attempt to protect
a fund from exposure to changing interest rates, securities prices, asset values, or currency exchange rates and as a low-cost
method of gaining exposure to a particular market without investing directly in those securities or assets. A fund may enter into
put or call options, futures contracts, options on futures contracts, over-the-counter swap contracts (e.g., interest rate swaps,
total return swaps and credit default swaps), currency futures contracts and options, options on currencies, and forward currency
contracts for both hedging and non-hedging purposes. A fund also may use foreign currency options and foreign currency forward
contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to
another. A forward currency contract involves a privately negotiated obligation to purchase or sell a specific currency at a future
date at a price set in the contract. A fund will not hedge currency exposure to an extent greater than the approximate aggregate
market value of the securities held or to be purchased by the fund (denominated or generally quoted or currently convertible into
the currency). A fund may enter into forward commitment agreements (not as a principal investment strategy), which call for the
fund to purchase or sell a security on a future date at a fixed price. A fund may also enter into contracts to sell its investments
either on demand or at a specific interval.
Generally, a fund may not invest in a derivative security unless
the reference index or the instrument to which it relates is an eligible investment for the fund or the reference currency relates
to an eligible investment for the fund.
The return on a derivative security may increase or decrease,
depending upon changes in the reference index or instrument to which it relates. If a fund's Sub-Advisor hedges market conditions
incorrectly or employs a strategy that does not correlate well with the fund's investment, these techniques could result in a loss.
These techniques may increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of
the risk assumed.
The risks associated with derivative investments include:
|
·
|
the risk that the underlying security, interest rate, market index, or other financial asset will not move in the direction
Principal Management Corporation (“Principal”) and/or Sub-Advisor anticipated;
|
|
·
|
the possibility that there may be no liquid secondary market which may make it difficult or impossible to close out a position
when desired;
|
|
·
|
the risk that adverse price movements in an instrument can result in a loss substantially greater than a fund's initial investment;
|
·
|
the possibility that the counterparty may fail to perform its obligations; and
|
·
|
the inability to close out certain hedged positions to avoid adverse tax consequences.
|
Swap agreements involve the risk that the party with whom the
fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet
its obligations to pay the other party to the agreement.
Credit default swap agreements involve special risks because
they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that
has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit
downgrade or other indication of financial difficulty). Credit default swaps can increase credit risk because the fund has exposure
to both the issuer of the referenced obligation and the counterparty to the credit default swap.
Forward and futures contracts are subject to special risk considerations.
The primary risks associated with the use of these contracts are (a) the imperfect correlation between the change in market value
of the instruments held by the fund and the price of the forward or futures contract; (b) possible lack of a liquid secondary market
for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused
by unanticipated market movements, which are potentially unlimited; (d) the sub-advisor’s inability to predict correctly
the direction of securities prices, interest rates, currency exchange rates, asset values, and other economic factors; (e) the
possibility that the counterparty will default in the performance of its obligations; and (f) if the fund has insufficient cash,
it may have to sell securities from its portfolio to meet daily variation margin requirements, and the fund may have to sell securities
at a time when it may be disadvantageous to do so.
For currency contracts, there is also a risk of government action
through exchange controls that would restrict the ability of the fund to deliver or receive currency.
Some of the risks associated with options include imperfect
correlation, counterparty risk, and an insufficient liquid secondary market for particular options.
Equity Securities
Equity securities include common stocks, convertible securities,
depositary receipts, rights (a right is an offering of common stock to investors who currently own shares which entitle them to
buy subsequent issues at a discount from the offering price), and warrants (a warrant grants its owner the right to purchase securities
from the issuer at a specified price, normally higher than the current market price). Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. The value of a company's stock may fall as a result of factors directly relating
to that company, such as decisions made by its management or lower demand for the company's products or services. A stock's value
may also fall because of factors affecting not just the company, but also companies in the same industry or in a number of different
industries, such as increases in production costs. The value of a company's stock may also be affected by changes in financial
markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates.
In addition, a company's stock generally pays dividends only after the company invests in its own business and makes required payments
to holders of its bonds and other debt. For this reason, the value of a company's stock will usually react more strongly than its
bonds and other debt to actual or perceived changes in the company's financial condition or prospects. Some funds focus their investments
on certain market capitalization ranges. Market capitalization is defined as total current market value of a company's outstanding
equity securities. The market capitalization of companies in the fund’s portfolios and their related indexes will change
over time and, the fund will not automatically sell a security just because it falls outside of the market capitalization range
of its index(es). Stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies.
Exchange Traded Funds ("ETFs")
Generally, ETFs invest in a portfolio of securities, but
they may also invest in other assets, such as securities indices, government bonds, or currencies. Often ETFs are a type of index
or actively managed fund bought and sold on a securities exchange. An ETF trades like common stock. Shares in an index ETF represent
an interest in a fixed portfolio of securities designed to track a particular market index. A fund could purchase shares issued
by an ETF to gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities or for
other reasons. The risks of owning an ETF generally reflect the risks of owning the underlying securities or other assets they
are designed to track, although ETFs have management fees that increase their costs. Fund shareholders indirectly bear their proportionate
share of the expenses of the ETFs in which the fund invests.
Fixed-Income Securities
Fixed-income securities include bonds and other debt instruments
that are used by issuers to borrow money from investors (some examples include corporate bonds, convertible securities, mortgage-backed
securities, U.S. government securities and asset-backed securities). The issuer generally pays the investor a fixed, variable,
or floating rate of interest. The amount borrowed must be repaid at maturity. Some debt securities, such as zero coupon bonds,
do not pay current interest, but are sold at a discount from their face values.
|
·
|
Interest Rate Changes: Fixed-income securities are sensitive
to changes in interest rates. In general, fixed-income security prices rise when interest rates fall and fall when interest rates
rise. If interest rates fall, issuers of callable bonds may call (repay) securities with high interest rates before their maturity
dates; this is known as call risk. In this case, a fund would likely reinvest the proceeds from these securities at lower interest
rates, resulting in a decline in the fund's income. Average duration is a mathematical calculation of the average life of a bond
(or bonds in a bond fund) that serves as a useful measure of its price risk. Duration is an estimate of how much the value of the
bonds held by a fund will fluctuate in response to a change in interest rates. For example, if a fund has an average duration of
4 years and interest rates rise by 1%, the value of the bonds held by the fund will decline by approximately 4%, and if the interest
rates decline by 1%, the value of the bonds held by the fund will increase by approximately 4%. Longer term bonds and zero coupon
bonds are generally more sensitive to interest rate changes. Duration, which measures price sensitivity to interest rate changes,
is not necessarily equal to average maturity.
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Credit Risk: Fixed-income security prices are also affected by the credit quality of the issuer. Investment grade debt
securities are medium and high quality securities. Some bonds, such as lower grade or "junk" bonds, may have speculative
characteristics and may be particularly sensitive to economic conditions and the financial condition of the issuers. Credit risk
refers to the possibility that the issuer of the security will not be able to make principal and interest payments when due.
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Foreign Securities
Principal defines foreign securities as those issued by:
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companies
with their principal place of business or principal office outside the U.S. or
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companies whose principal securities trading market is outside the U.S.
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Depending on the fund, the fund may invest in securities of
developed markets, developing (also called "emerging") markets, or both. Usually, the term "emerging market country"
means any country which is considered to be an emerging country by the international financial community (including the MSCI Emerging
Markets Index or has a sovereign debt rating of BBB+ or lower based on the lower of S&P and Moody’s ratings). These countries
generally include every nation in the world except the United States, Canada, Japan, Australia, New Zealand, and most nations located
in Western Europe.
Foreign companies may not be subject to the same uniform accounting,
auditing, and financial reporting practices as are required of U.S. companies. In addition, there may be less publicly available
information about a foreign company than about a U.S. company. Securities of many foreign companies are less liquid and more volatile
than securities of comparable U.S. companies. Commissions on foreign securities exchanges may be generally higher than those on
U.S. exchanges.
Foreign markets also have different clearance and settlement
procedures than those in U.S. markets. In certain markets there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct these transactions. Delays in settlement could result
in temporary periods when a portion of fund assets is not invested and earning no return. If a fund is unable to make intended
security purchases due to settlement problems, the fund may miss attractive investment opportunities. In addition, a fund may incur
a loss as a result of a decline in the value of its portfolio if it is unable to sell a security.
With respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect a fund's
investments in those countries. In addition, a fund may also suffer losses due to nationalization, expropriation, or differing
accounting practices and treatments. Investments in foreign securities are subject to laws of the foreign country that may limit
the amount and types of foreign investments. Changes of governments or of economic or monetary policies, in the U.S. or abroad,
changes in dealings between nations, currency convertibility or exchange rates could result in investment losses for a fund. Finally,
even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial relative to the actual
market values and may be unfavorable to fund investors. To protect against future uncertainties in foreign currency exchange rates,
the funds are authorized to enter into certain foreign currency exchange transactions.
Foreign securities are often traded with less frequency and
volume, and therefore may have greater price volatility, than is the case with many U.S. securities. Brokerage commissions, custodial
services, and other costs relating to investment in foreign countries are generally more expensive than in the U.S. Though the
fund intends to acquire the securities of foreign issuers where there are public trading markets, economic or political turmoil
in a country in which a fund has a significant portion of its assets or deterioration of the relationship between the U.S. and
a foreign country may reduce the liquidity of a fund's portfolio. The fund may have difficulty meeting a large number of redemption
requests. Furthermore, there may be difficulties in obtaining or enforcing judgments against foreign issuers.
A fund may choose to invest in a foreign company by purchasing
depositary receipts. Depositary receipts are certificates of ownership of shares in a foreign-based issuer held by a bank or other
financial institution. They are alternatives to purchasing the underlying security but are subject to the foreign securities risks
to which they relate.
Investments in companies of developing (also called "emerging")
countries are subject to higher risks than investments in companies in more developed countries. These risks include:
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increased social, political, and economic instability;
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a smaller market for these securities and low or nonexistent volume of trading that results in a lack of liquidity and in greater
price volatility;
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lack of publicly available information, including reports of payments of dividends or interest on outstanding securities;
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foreign government policies that may restrict opportunities, including restrictions on investment in issuers or industries
deemed sensitive to national interests;
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relatively new capital market structure or market-oriented economy;
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the possibility that recent favorable economic developments may be slowed or reversed by unanticipated political or social
events in these countries;
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restrictions that may make it difficult or impossible for the fund to vote proxies, exercise shareholder rights, pursue legal
remedies, and obtain judgments in foreign courts; and
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possible losses through the holding of securities in domestic and foreign custodial banks and depositories.
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In addition, many developing countries have experienced substantial
and, in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have
had and may continue to have negative effects on the economies and securities markets of those countries.
Repatriation of investment income, capital, and proceeds of
sales by foreign investors may require governmental registration and/or approval in some developing countries. A fund could be
adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.
Further, the economies of developing countries generally are
heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers,
exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the
countries with which they trade.
Hedging
The success of a fund’s hedging strategy will be subject
to the Sub-Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used
in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many
securities change as markets change or time passes, the success of a fund’s hedging strategy will also be subject to the
Sub-Adviser’s ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. For a variety
of reasons, the Sub-Adviser may not seek to establish a perfect correlation between such hedging instruments and the portfolio
holdings being hedged. Such imperfect correlation may prevent a fund from achieving the intended hedge or expose a fund to risk
of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs.
High Yield Securities
Debt securities rated at the time of purchase BB+ or lower by
Standard & Poor's Ratings Services or Ba1 or lower by Moody's or, if not rated, determined to be of equivalent quality by Principal
or the Sub-Advisor are sometimes referred to as high yield or "junk bonds" and are considered speculative; such securities
could be in default at time of purchase.
Investment in high yield bonds involves special risks in addition
to the risks associated with investment in highly rated debt securities. High yield bonds may be regarded as predominantly speculative
with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, such securities may, under certain
circumstances, be less liquid than higher rated debt securities.
Analysis of the creditworthiness of issuers of high yield securities
may be more complex than for issuers of higher quality debt securities. The ability of a fund to achieve its investment objective
may, to the extent of its investment in high yield bonds, be more dependent on such credit analysis than would be the case if the
fund were investing in higher quality bonds.
High yield bonds may be more susceptible to real or perceived
adverse economic and competitive industry conditions than higher-grade bonds. The prices of high yield bonds have been found to
be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. If the issuer of high yield bonds defaults, a fund may incur additional expenses to seek
recovery. To the extent that such high yield issuers undergo a corporate restructuring, such high yield securities may become exchanged
for or converted into reorganized equity of the underlying issuer. High yield bonds oftentimes include complex legal covenants
that impose various degrees of restriction on the issuer’s ability to take certain actions, such as distribute cash to equity
holders, incur additional indebtedness, and dispose of assets. To the extent that a bond indenture or loan agreement does not contain
sufficiently protective covenants or otherwise permits the issuer to take certain actions to the detriment of the holder of the
fixed-income security, the underlying value of such fixed-income security may decline.
The secondary market on which high yield bonds are traded may
be less liquid than the market for higher-grade bonds. Less liquidity in the secondary trading market could adversely affect the
price at which a fund could sell a high yield bond and could adversely affect and cause large fluctuations in the daily price of
the fund's shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value
and liquidity of high yield bonds, especially in a thinly traded market.
The use of credit ratings for evaluating high yield bonds also
involves certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value
risk of high yield bonds. Also, credit rating agencies may fail to change credit ratings in a timely manner to reflect subsequent
events. If a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the security if
Principal or Sub-Advisor thinks it is in the best interest of shareholders.
Industry Concentration
A fund that concentrates its investments (invests more than
25% of its net assets) in a particular industry (or group of industries) is more exposed to the overall condition of the particular
industry than a fund that invests in a wider variety of industries. A particular industry could be affected by economic, business,
supply-and-demand, political, or regulatory factors. Companies within the same industry could react similarly to such factors.
As a result, a fund’s concentration in a particular industry would increase the possibility that the fund’s performance
will be affected by such factors.
Initial Public Offerings ("IPOs")
An IPO is a company's first offering of stock to the public.
IPO risk is that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public
market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase
of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. In addition, the market
for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading
in some IPOs may make it more difficult for a fund to buy or sell significant amounts of shares without an unfavorable impact on
prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares by sales of additional
shares and by concentration of control in existing management and principal shareholders.
When a fund's asset base is small, a significant portion of
the fund's performance could be attributable to investments in IPOs because such investments would have a magnified impact on the
fund. As the fund's assets grow, the effect of the fund's investments in IPOs on the fund's performance probably will decline,
which could reduce the fund's performance. Because of the price volatility of IPO shares, a fund may choose to hold IPO shares
for a very short period of time. This may increase the turnover of the fund's portfolio and lead to increased expenses to the fund,
such as commissions and transaction costs. By selling IPO shares, the fund may realize taxable gains it will subsequently distribute
to shareholders.
Inverse Floating Rate Investments
Inverse floating rate investments are variable rate debt
instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. Inverse floating rate
investments tend to underperform the market for fixed rate bonds in a rising interest rate environment. Inverse floating rate
investments have varying degrees of liquidity. Inverse floating rate investments in which these funds may invest may include derivative
instruments, such as residual interest bonds or tender option bonds. Such instruments are typically created by a special purpose
trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests,
which are sold to third party investors, and the inverse floating residual interests, which are purchased by these funds. These
funds generally invest in inverse floating rate investments that include embedded leverage, thus exposing these funds to greater
risks and increased costs. The market value of a "leveraged" inverse floating rate investment generally will fluctuate
in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. A fund making
such an investment will segregate on its books liquid securities having a value equal to the market value of the bonds underlying
the “leveraged” inverse floating rate investment.
Leverage
If a fund makes investments in futures contracts, forward contracts,
swaps and other derivative instruments, these instruments provide the economic effect of financial leverage by creating additional
investment exposure, as well as the potential for greater loss. If a fund uses leverage through activities such as borrowing, entering
into short sales, purchasing securities on margin or on a “when-issued” basis or purchasing derivative instruments
in an effort to increase its returns, the fund has the risk of magnified capital losses that occur when losses affect an asset
base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the fund. The net asset value of a
fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability
that requires the fund to pay interest. Leveraging may cause a fund to liquidate portfolio positions to satisfy its obligations
or to meet segregation requirements when it may not be advantageous to do so. To the extent that a fund is not able to close out
a leveraged position because of market illiquidity, a fund’s liquidity may be impaired to the extent that it has a substantial
portion of liquid assets segregated or earmarked to cover obligations.
Liquidity Risk
A fund is exposed to liquidity risk when trading volume, lack
of a market maker, or legal restrictions impair the fund's ability to sell particular securities or close derivative positions
at an advantageous price. Funds with principal investment strategies that involve securities of companies with smaller market capitalizations,
foreign securities, derivatives, high yield bonds and bank loans or securities with substantial market and/or credit risk tend
to have the greatest exposure to liquidity risk.
Management Risk
If a Sub-Advisor's investment strategies do not perform as expected,
the fund could underperform other funds with similar investment objectives or lose money.
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Active Management: The performance of a fund that is actively managed will reflect in part the ability of Principal and/or
Sub-Advisor(s) to make investment decisions that are suited to achieving the fund's investment objective. Funds that are actively
managed are prepared to invest in securities, sectors, or industries differently from the benchmark.
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Market Volatility and Issuer Risk
The value of a fund's portfolio securities may go down in response
to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling
prices. Stocks tend to go up and down in value more than bonds. If the fund's investments are concentrated in certain sectors,
its performance could be worse than the overall market. The value of an individual security or particular type of security can
be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of a
security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced
demand for the issuer’s goods or services. It is possible to lose money when investing in a fund.
Master Limited Partnerships
Master limited partnerships ("MLPs") tend to pay relatively
higher distributions than other types of companies. The amount of cash that each individual MLP can distribute to its partners
will depend on the amount of cash it generates from operations, which will vary from quarter to quarter depending on factors affecting
the market generally and on factors affecting the particular business lines of the MLP. Available cash will also depend on the
MLPs' level of operating costs (including incentive distributions to the general partner), level of capital expenditures, debt
service requirements, acquisition costs (if any), fluctuations in working capital needs and other factors. The benefit derived
from investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. As a partnership,
an MLP has no federal income tax liability at the entity level. If, as a result of a change in current law or a change in an MLP's
business, an MLP were treated as a corporation for federal income tax purposes, the MLP would be obligated to pay federal income
tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount
of cash available for distribution would be reduced and the distributions received might be taxed entirely as dividend income.
Municipal Obligations and AMT-Subject Bonds
The term “municipal obligations” generally is understood
to include debt obligations issued by municipalities to obtain funds for various public purposes. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit, with either limited or unlimited taxing power for the payment of principal and interest.
Revenue bonds are not supported by the issuer's full taxing authority. Generally, they are payable only from the revenues of a
particular facility, a class of facilities, or the proceeds of another specific revenue source.
"AMT-subject bonds" are municipal obligations issued
to finance certain "private activities," such as bonds used to finance airports, housing projects, student loan programs,
and water and sewer projects. Interest on AMT-subject bonds is an item of tax preference for purposes of the federal individual
alternative minimum tax ("AMT") and will also give rise to corporate alternative minimum taxes. See "Tax Considerations"
for a discussion of the tax consequences of investing in the fund.
Current federal income tax laws limit the types and volume of
bonds qualifying for the federal income tax exemption of interest, which may have an effect upon the ability of the fund to purchase
sufficient amounts of tax-exempt securities.
Portfolio Turnover
"Portfolio Turnover" is the term used in the industry
for measuring the amount of trading that occurs in a fund's portfolio during the year. For example, a 100% turnover rate means
that on average every security in the portfolio has been replaced once during the year. Funds that engage in active trading may
have high portfolio turnover rates. Funds with high turnover rates (more than 100%) often have higher transaction costs (which
are paid by the fund) and may lower the fund's performance. Please consider all the factors when you compare the turnover rates
of different funds. You should also be aware that the "total return" line in the Financial Highlights section reflects
portfolio turnover costs.
Preferred Securities
Preferred securities generally pay fixed rate dividends and/or
interest (though some are adjustable rate) and typically have "preference" over common stock in payment priority and
the liquidation of a company's assets - preference means that a company must pay on its preferred securities before paying on its
common stock, and the claims of preferred securities holders are typically ahead of common stockholders' claims on assets in a
corporate liquidation. Holders of preferred securities usually have no right to vote for corporate directors or on other matters.
The market value of preferred securities is sensitive to changes in interest rates as they are typically fixed income securities
- the fixed-income payments are expected to be the primary source of long-term investment return. In certain circumstances, an
issuer of preferred securities may redeem the securities prior to their stated maturity date. For instance, for certain types of
preferred securities, a redemption may be triggered by a change in federal income tax or
securities laws. As with call provisions, a redemption by the
issuer may reduce the return of the security held by the fund. Preferred securities share many investment characteristics with
bonds; therefore, the risks and potential rewards of investing in a fund that invests in preferred securities are more similar
to those associated with a bond fund than a stock fund.
Real Estate Investment Trusts
Real estate investment trust securities ("REITs")
involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such
as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). REITs
are characterized as: equity REITs, which primarily own property and generate revenue from rental income; mortgage REITs, which
invest in real estate mortgages; and hybrid REITs, which combine the characteristics of both equity and mortgage REITs. Equity
REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected
by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy
cash flow dependency, risks of default by borrowers, and self-liquidation. As an investor in a REIT, the fund will be subject to
the REIT’s expenses, including management fees, and will remain subject to the fund's advisory fees with respect to the assets
so invested. REITs are also subject to the possibilities of failing to qualify for the special tax treatment accorded REITs under
the Internal Revenue Code, and failing to maintain their exemptions from registration under the 1940 Act.
Investment in REITs involves risks similar to those associated
with investing in small market capitalization companies. REITs may have limited financial resources, may trade less frequently
and in a limited volume, and may be subject to more abrupt or erratic price movements than larger company securities.
Real Estate Securities
Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market and the real estate industry in general. Generally,
companies in the real estate industry are considered to be those that have principal activity involving the development, ownership,
construction, management or sale of real estate; have significant real estate holdings, such as hospitality companies, healthcare
facilities, supermarkets and mining, lumber and paper companies; and/or provide products or services related to the real estate
industry, such as financial institutions that make and/or service mortgage loans and manufacturers or distributors of building
supplies. Securities of companies in the real estate industry are sensitive to factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer. Companies in the
real estate industry may also be subject to liabilities under environmental and hazardous waste laws.
Repurchase Agreements
Repurchase agreements typically involve the purchase of debt
securities from a financial institution such as a bank, savings and loan association, or broker-dealer. A repurchase agreement
provides that the fund sells back to the seller and that the seller repurchases the underlying securities at a specified price
on a specific date. Repurchase agreements may be viewed as loans by a fund collateralized by the underlying securities. This arrangement
results in a fixed rate of return that is not subject to market fluctuation while the fund holds the security. In the event of
a default or bankruptcy by a selling financial institution, the affected fund bears a risk of loss. To minimize such risks, the
fund enters into repurchase agreements only with parties a Sub-Advisor deems creditworthy (those that are large, well-capitalized
and well-established financial institutions). In addition, the value of the securities collateralizing the repurchase agreement
is, and during the entire term of the repurchase agreement remains, at least equal to the repurchase price, including accrued interest.
Royalty Trusts
A royalty trust generally acquires an interest in natural resource
or chemical companies and distributes the income it receives to its investors. A sustained decline in demand for natural resource
and related products could adversely affect royalty trust revenues and cash flows. Such a decline could result from a recession
or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory
actions that increase costs, or a shift in consumer demand. Rising interest rates could harm the performance and limit the capital
appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields. Fund
shareholders will indirectly bear their proportionate share of the royalty trusts' expenses.
Short Sales
A fund enters into a short sale by selling a security it has
borrowed (typically from a broker or other institution). If the market price of a security increases after a fund borrows the security,
the fund will suffer a (potentially unlimited) loss when it replaces the borrowed security at the higher price. In certain cases,
purchasing a security to cover a short position can itself cause the price of the security to rise further, thereby exacerbating
the loss. In addition, a fund may not always be able to borrow the security at a particular time or at an acceptable price. Before
a fund replaces a borrowed security, it is required to designate on its books cash or liquid assets as collateral to cover the
fund’s short position, marking the collateral to market daily. This obligation limits a fund’s investment flexibility,
as well as its ability to meet redemption requests or other current obligations. The fund may also take a short position in a derivative
instrument, such as a future, forward or swap. A short position in a derivative instrument involves the risk of a theoretically
unlimited increase in the value of the underlying instrument. Short sales also involve transaction and other costs that will reduce
potential fund gains and increase potential fund losses.
Small and Medium Market Capitalization Companies
Funds may invest in securities of companies with small- or mid-sized
market capitalizations. Market capitalization is defined as total current market value of a company's outstanding common stock.
Investments in companies with smaller market capitalizations may involve greater risks and price volatility (wide, rapid fluctuations)
than investments in larger, more mature companies. Small companies may be less significant within their industries and may be at
a competitive disadvantage relative to their larger competitors. While smaller companies may be subject to these additional risks,
they may also realize more substantial growth than larger or more established companies.
Smaller companies may be less mature than larger companies.
At this earlier stage of development, the companies may have limited product lines, reduced market liquidity for their shares,
limited financial resources, or less depth in management than larger or more established companies. Unseasoned issuers are companies
with a record of less than three years continuous operation, including the operation of predecessors and parents. Unseasoned issuers
by their nature have only a limited operating history that can be used for evaluating the company's growth prospects. As a result,
these securities may place a greater emphasis on current or planned product lines and the reputation and experience of the company's
management and less emphasis on fundamental valuation factors than would be the case for more mature growth companies.
Temporary Defensive Measures
From time to time, as part of its investment strategy, funds
may invest without limit in cash and cash equivalents for temporary defensive purposes in response to adverse market, economic,
or political conditions. To the extent that a fund is in a defensive position, it may lose the benefit of upswings and limit its
ability to meet its investment objective. For this purpose, cash equivalents include: bank notes, bank certificates of deposit,
bankers' acceptances, repurchase agreements, commercial paper, and commercial paper master notes which are floating rate debt instruments
without a fixed maturity. In addition, the fund may purchase U.S. government securities, preferred stocks, and debt securities,
whether or not convertible into or carrying rights for common stock.
There is no limit on the extent to which a fund may take temporary
defensive measures. In taking such measures, a fund may fail to achieve its investment objective.
Underlying Funds
An underlying fund to a fund of funds may experience relatively
large redemptions or purchases as the fund of funds periodically reallocates or rebalances its assets. These transactions may accelerate
the realization of taxable income if sales of portfolio securities result in gains and could increase transaction costs. In addition,
when a fund of funds reallocates or redeems significant assets away from an underlying fund, the loss of assets to the underlying
fund could result in increased expense ratios for that fund.
Principal is the advisor to the Principal LifeTime Funds, SAM
Portfolios, PVC Diversified Balanced Account, PVC Diversified Growth Account, and each of the underlying funds. Principal Global
Investors, LLC ("PGI") is Sub-Advisor to the Principal LifeTime Funds and Edge Asset Management, Inc. ("Edge")
is the Sub-Advisor to the SAM Portfolios. Either PGI or Edge also serves as Sub-Advisor to some or all of the underlying funds.
Principal, PGI, and Edge are committed to minimizing the potential impact of underlying fund risk on underlying funds to the extent
consistent with pursuing the investment objectives of the fund of funds which it manages. Each may face conflicts of interest in
fulfilling its responsibilities to all such funds.
As of August 31, 2012, PFI SAM Portfolios, PFI Principal
LifeTime Funds, PVC SAM Portfolios, PVC Principal LifeTime Accounts, PVC Diversified Balanced Account, PVC Diversified Growth
Account, and PVC Diversified Income Account own the following percentages, in the aggregate, of the outstanding shares of the
underlying funds listed below:
Fund
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Total Percentage
of Outstanding
Shares Owned
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Diversified Real Asset
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44.01%
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Global Multi-Strategy
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97.50
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Preferred Securities
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10.14
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Small-MidCap Dividend Income
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92.26
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PORTFOLIO HOLDINGS INFORMATION
A description of the Fund’s policies and procedures with
respect to disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information.
MANAGEMENT OF THE FUNDS
The Manager
Principal Management Corporation (“Principal”) serves
as the manager for the Fund. Through the Management Agreement with the Fund, Principal provides investment advisory services and
certain corporate administrative services for the Fund.
Principal is an indirect subsidiary of Principal Financial Group,
Inc. and has managed mutual funds since 1969. Principal’s address is Principal Financial Group, Des Moines, Iowa 50392.
The Sub-Advisors
Principal has signed contracts with various Sub-Advisors. Under
the sub-advisory agreements, the Sub-Advisor agrees to assume the obligations of Principal to provide investment advisory services
to the portion of the assets of a specific Fund allocated to it by Principal. For these services, Principal pays the Sub-Advisor
a fee.
Principal or the Sub-Advisor provides the Directors of the Fund
with a recommended investment program. The program must be consistent with the Fund's investment objective and policies. Within
the scope of the approved investment program, the Sub-Advisor advises the Fund on its investment policy and determines which securities
are bought or sold, and in what amounts.
The Diversified Real Asset and Global Multi-Strategy Funds have
multiple Sub-Advisors and a team at Principal, consisting of Michael Finnegan, Kelly Grossman, and Dave Reichart, determines the
portion of those Funds’ assets each Sub-Advisor will manage and may, from time-to-time, reallocate Fund assets between the
Sub-Advisors. This team shares day-to-day portfolio management, sharing authority, with no limitation on the authority of one portfolio
manager in relation to another. The decision to reallocate Fund assets between the Sub-Advisors may be based on a variety of factors,
including but not limited to: the investment capacity of each Sub-Advisor, portfolio diversification, volume of net cash flows,
fund liquidity, investment performance, investment strategies, changes in each Sub-Advisor's firm or investment professionals or
changes in the number of Sub-Advisors. Ordinarily, reallocations of Fund assets among Sub-Advisors occur as a Sub-Advisor liquidates
assets in the normal course of portfolio management or with net new cash flows; however, at times existing Fund assets may be reallocated
among Sub-Advisors.
Michael P. Finnegan
is Chief Investment Officer for Principal.
Mr. Finnegan joined the Principal Financial Group in May of 2001 and leads the Investment Services group. He earned a B.B.A.
in finance from Iowa State University and an M.A. in finance from the University of Iowa. Mr. Finnegan has earned the right
to use the Chartered Financial Analyst designation and is a member of the ICFA and the Iowa Society of Financial Analysts.
Kelly Grossman
is Senior Product Manager at Principal.
She joined the Principal Financial Group in 1991 and has been a Managing Director within the Capital Markets and Structured Products
Group at Principal Global Investors. Ms. Grossman earned a B.A. in mathematics and computer science from the University of Northern
Iowa. She is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries.
Dave Reichart
is a Senior Vice President for
Principal. He began working for Principal Financial Group in 2001. Mr. Reichart earned a B.A. in finance from University of Nebraska
and an M.B.A. from Drake University. Mr. Reichart has earned the right to use the Chartered Financial Analyst designation.
The Fund summaries identified the portfolio managers and the
funds they manage. Additional information about the portfolio managers follows. The SAI provides additional information about each
portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership
of securities in the Fund.
|
Sub-Advisor:
|
AQR Capital Management, LLC (“AQR”),
Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830, is a Delaware
limited liability company formed in 1998. AQR is an investment management firm that employs a disciplined multi-asset, global research
process.
|
AQR is one of the sub-advisors for the Global Multi-Strategy
Fund and may use any of the Fund’s investment strategies.
|
Sub-Advisor:
|
BlackRock Financial Management, Inc. (“BlackRock”),
55 East 52nd Street, New York, New York 10055, is a
registered investment adviser organized in 1994. BlackRock and its affiliates manage investment company and other portfolio assets.
|
BlackRock is the sub-advisor for the inflation-indexed bonds
portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Brookfield Investment Management Inc. (“BIM”),
Three World Financial Center, 200 Vesey Street, 24th Floor,
New York, NY 10281-1010, is a registered investment manager that focuses on the listed equity and debt of publicly traded real
assets.
|
Brookfield is the sub-advisor for the global infrastructure
portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Cliffwater LLC (“Cliffwater”),
4640 Admiralty Way, 11th Floor, Marina del Rey, CA 90292, is a registered
investment adviser and advises clients on their investments in alternative assets including hedge funds, private equity, and real
assets, as well as traditional strategies.
|
Cliffwater is a sub-advisor and consultant for the Global Multi-Strategy
Fund. In that role, Cliffwater evaluates strategies and sub-advisors for the Global Multi-Strategy Fund, including on-going monitoring
and reporting to Principal on the Global Multi-Strategy Fund as well as its sub-advisors. Cliffwater will identify alternative
asset investment opportunities for potential investment. Finally, Cliffwater provides on-going recommendations to Principal for
rebalancing among the sub-advisors.
|
Sub-Advisor:
|
CNH Partners, LLC (“CNH”),
Two Greenwich Plaza, 1st Floor, Greenwich, CT 06830, a Delaware limited liability
company and a merger arbitrage, convertible arbitrage and diversified arbitrage research affiliate of AQR.
|
CNH is one of the sub-advisors for the Global Multi-Strategy
Fund and may use any of the Fund’s investment strategies.
|
Sub-Advisor:
|
Credit Suisse Asset Management, LLC (“Credit
Suisse”),
One Madison Avenue, New York,
NY 10010, is part of the asset management business of
Credit Suisse Group AG. Credit Suisse Group AG provides
its clients with investment banking, private banking
and asset management services worldwide.
|
Credit Suisse is the sub-advisor for the commodity index-linked
notes portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Edge Asset Management, Inc. (“Edge”),
601 Union Street, Suite 2200, Seattle, WA 98101-1377, is
an affiliate of Principal and a member of the Principal Financial Group. Edge has been in the business of investment management
since 1944.
|
Edge is the sub-advisor for the Small-MidCap Dividend Income
Fund.
The portfolio managers operate as a team, sharing authority,
with no limitation on the authority of one portfolio manager in relation to another.
Daniel R. Coleman
joined Edge in 2001 and has held various
investment management roles on the equity team, including Portfolio Manager and some senior management roles. He earned a bachelor's
degree in finance from the University of Washington and an M.B.A. from New York University.
David W. Simpson
has been with Edge since 2003. He earned
a bachelor's degree from the University of Illinois and an M.B.A. in finance from the University of Wisconsin. Mr. Simpson has
earned the right to use the Chartered Financial Analyst designation.
|
Sub-Advisor:
|
Jennison Associates LLC (“Jennison”)
(including its predecessor, Jennison Associates Capital Corp.), 466
Lexington Avenue, New York, NY 10017, is a registered investment advisor founded in 1969.
|
Jennison is the sub-advisor for the natural resources portion
of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Loomis, Sayles & Company, L.P. (“Loomis Sayles”),
One Financial Center, Boston, Massachusetts 02111,
is an investment advisory firm that was founded in 1926.
|
Loomis Sayles is one of the sub-advisors for the Global Multi-Strategy
Fund and will primarily use the credit long/short and distressed credit strategy; however, it may also use any of the Fund’s
other investment strategies from time to time.
|
Sub-Advisor:
|
Los Angeles Capital Management and Equity Research, Inc. ("Los Angeles Capital")
, 11150 Santa Monica Boulevard,
Suite 200, Los Angeles, CA 90025, is a California Subchapter S corporation founded in 2002 and is wholly-owned by its working principals.
Los Angeles Capital offers risk-controlled, active equity management services to a broad range of institutional investors.
|
Los Angeles Capital is one of the sub-advisors for the Global
Multi-Strategy Fund and will primarily use the equity long/short strategy; however, it may also use any of the Fund’s other
investment strategies from time to time.
|
Sub-Advisor:
|
Pacific Investment Management Company LLC (“PIMCO”),
840 Newport Center Drive, Newport Beach, CA 92660,
was organized in 1971 and is an investment adviser.
|
PIMCO is one of the sub-advisors for the Global Multi-Strategy
Fund and may use any of the Fund’s investment strategies.
|
Sub-Advisor:
|
Principal Global Investors, LLC (“PGI”)
is an indirect wholly owned subsidiary of Principal Life Insurance
Company, an affiliate of Principal, and a member of the Principal Financial Group. PGI manages equity, fixed-income, and real estate
investments primarily for institutional investors, including Principal Life. PGI’s headquarters address is 801 Grand Avenue,
Des Moines, IA 50392. Its other primary asset management office is in New York, with asset management offices of affiliate advisors
in several non-U.S. locations including London, Sydney and Singapore.
|
PGI is the sub-advisor for the Opportunistic Municipal Fund.
The day-to-day portfolio management is shared by multiple portfolio
managers. The portfolio managers operate as a team, sharing authority and responsibility for research and the day-to-day management
of the portfolio with no limitation on the authority of one portfolio manager in relation to another.
Douglas J. Gaylor
has been with PGI since 2009. Previously,
he was a senior municipal portfolio manager at The Dreyfus Corporation. He earned a bachelor's degree in business and economics
from State University College at Brockport, New York and an M.B.A. from State University College at Buffalo, New York.
James Noble
has been with PGI since 2010.
Previously, he was an analyst at The Dreyfus Corporation. He has earned a bachelor’s degree in finance and an M.B.A. from
Hofstra University.
|
Sub-Advisor:
|
Principal Real Estate Investors, LLC (“Principal - REI”),
801 Grand Avenue, Des Moines, IA 50392, an indirect
wholly owned subsidiary of Principal Life, an affiliate of Principal, and a member of the Principal Financial Group, was founded
in 2000.
|
Principal-REI is the sub-advisor for the real estate investment
trust portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Spectrum Asset Management, Inc. (“Spectrum”),
2 High Ridge Park, Stamford, CT 06905, founded in 1987, is
an indirect subsidiary of Principal Life, an affiliate of PGI and a member of the Principal Financial Group.
|
Spectrum is the sub-advisor for the Preferred Securities Fund.
The day-to-day portfolio management is shared by a team of portfolio
managers, under the leadership of the Chief Investment Officer (who also chairs the Investment Committee) in conjunction with the
Credit and Research Team. This group has the authority and responsibility for research, credit selection, ongoing portfolio management
and trading.
Fernando "Fred" Diaz
joined Spectrum in 2000.
Roberto Giangregorio
joined Spectrum in 2003.
Mr. Giangregorio earned a B.S. and M.S. in mechanical engineering from S.U.N.Y. at Stony Brook and University of Wisconsin-Madison,
respectively. He also earned an M.B.A. in finance from Cornell University.
L. Phillip Jacoby, IV
is Chief Investment Officer of
Spectrum and Chairman of the Investment Committee. Mr. Jacoby joined Spectrum in 1995. He earned a B.S. in finance from the Boston
University School of Management.
Manu Krishnan
joined Spectrum in 2004. Mr. Krishnan earned
a B.S. in mechanical engineering from the College of Engineering, Osmania University, India, an M.S. in mechanical engineering
from the University of Delaware, and an M.B.A. in finance from Cornell University. Mr. Krishnan has earned the right to use the
Chartered Financial Analyst designation.
Mark A. Lieb
founded Spectrum in 1987. Mr. Lieb earned
a B.A. in economics from Central Connecticut State College and an M.B.A. in finance from the University of Hartford.
|
Sub-Advisor:
|
Symphony Asset Management LLC (“Symphony”),
555 California Street, Suite 2975, San Francisco, CA 94104-1503,
is a diversified alternative investment manager and was founded in 1994.
|
Symphony is the sub-advisor for the floating rate debt portion
of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Tortoise Capital Advisors, L.L.C. ("Tortoise"),
11550 Ash Street, Suite 300, Leawood, Kansas 66211, formed
in October 2002, is wholly owned by Tortoise Holdings, LLC. Tortoise specializes in managing portfolios of investments in MLPs
and other energy companies.
|
Tortoise is the sub-advisor for the master limited partnership
portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Wellington Management Company, LLP (“Wellington Management”),
280 Congress Street, Boston, Massachusetts
02210, is a Massachusetts limited liability partnership and a professional investment counseling firm which provides investment
services to investment companies, employee benefit plans, endowments, foundations, and other institutions.
|
Wellington Management is one of the sub-advisors for the Global
Multi-Strategy Fund and will primarily use the equity long/short strategy; however, it may also use any of the Fund’s other
investment strategies from time to time.
Fees
Paid to Principal
Each Fund pays Principal a fee for its services, which includes
the fee Principal pays to the Sub-Advisor. The management fee schedules for the Funds that have not completed a full fiscal year
are as follows:
|
Management Fee
(as a percentage of the average
daily net assets)
|
Fund
|
First
$500 Million
|
Next
$500 Million
|
Next
$500 Million
|
Over
$1.5 Billion
|
Global Multi-Strategy
|
1.60%
|
1.58%
|
1.56%
|
1.55%
|
Opportunistic Municipal
|
0.50%
|
0.48%
|
0.46%
|
0.45%
|
The fee the Funds paid (as a percentage of the average daily
net assets) for the fiscal year ended August 31, 2012 was:
Diversified Real Asset Fund
|
0.84%
|
|
Preferred Securities Fund
|
0.71%
|
|
Small-MidCap Dividend Income Fund
|
0.80%
|
|
A discussion regarding the basis for the Board of Directors
approval of the management agreement and sub-advisory agreement with Principal related to the Opportunistic Municipal Fund is
available in the annual report to shareholders for the period ending August 31, 2012. A discussion regarding the basis for the
Board of Directors approval of the management agreement and sub-advisory agreements with Principal related to the remaining Funds
is available in the semi-annual report to shareholders for the period ending February 29, 2012.
Manager of Managers
The Fund operates as a Manager of Managers. Under an order received
from the SEC, the Fund and Principal, may enter into and materially amend agreements with Sub-Advisors, other than those affiliated
with Principal, without obtaining shareholder approval. For any Fund that is relying on that order, Principal may, without obtaining
shareholder approval:
|
·
|
hire one or more Sub-Advisors;
|
|
·
|
change Sub-Advisors; and
|
|
·
|
reallocate management fees between itself and Sub-Advisors.
|
Principal has ultimate responsibility for the investment performance
of each Fund that utilizes a Sub-Advisor due to its responsibility to oversee Sub-Advisors and recommend their hiring, termination,
and replacement. No Fund will rely on the order until it receives approval from its shareholders or, in the case of a new Fund,
the Fund’s sole initial shareholder before the Fund is available to the other purchasers, and the Fund states in its prospectus
that it intends to rely on the order.
The shareholders of each of the Funds have approved the Fund’s
reliance on the order; however, only the Diversified Real Asset and Global Multi-Strategy Funds intend to rely on the order.
PRICING OF FUND SHARES
Each Fund’s shares are bought and sold at the current
share price. The share price of each class of each Fund is calculated each day the New York Stock Exchange (“NYSE”)
is open (share prices are not calculated on the days on which the NYSE is closed for trading, generally New Year’s Day, Martin
Luther King, Jr. Day, Washington’s Birthday/ Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas). The share price is determined as of the close of business of the NYSE (normally 3:00 p.m. Central
Time). When an order to buy or sell shares is received, the share price used to fill the order is the next price we calculate after
we receive the order at our transaction processing center in Canton, Massachusetts. To process your purchase order on the day we
receive it, we must receive the order (with complete information):
|
·
|
on a day that the NYSE is open and
|
|
·
|
prior to the close of trading on the NYSE (normally 3 p.m. Central Time).
|
Orders received after the close of the NYSE or on days that
the NYSE is not open will be processed on the next day that the NYSE is open for normal trading.
If we receive an application or purchase request for a new mutual
fund account or subsequent purchase into an existing account that is accompanied by a check and the application or purchase request
does not contain complete information, we may hold the application (and check) for up to two business days while we attempt to
obtain the necessary information. If we receive the necessary information within two business days, we will process the order using
the next share price calculated. If we do not receive the information within two business days, the application and check will
be returned to you.
For these Funds, the share price is calculated by:
|
·
|
taking the current market value of the total assets of the Fund
|
|
·
|
subtracting liabilities of the Fund
|
|
·
|
dividing the remainder proportionately into the classes of the Fund
|
|
·
|
subtracting the liability of each class
|
|
·
|
dividing the remainder by the total number of shares outstanding for that class.
|
Notes:
|
·
|
If market quotations are not readily available for a security owned by a Fund, its fair value is determined using a policy
adopted by the Directors. Fair valuation pricing is subjective and creates the possibility that the fair value determined for a
security may differ materially from the value that could be realized upon the sale of the security.
|
|
·
|
A Fund's securities may be traded on foreign securities markets that generally complete trading at various times during the
day prior to the close of the NYSE. Foreign securities and currencies are converted to U.S. dollars using the exchange rate in
effect at the close of the NYSE. Securities valued outside of the Western Hemisphere are valued using a fair value policy adopted
by the Fund. These fair valuation procedures are intended to discourage shareholders from investing in the Fund for the purpose
of engaging in market timing or arbitrage transactions.
|
|
·
|
The trading of foreign securities generally or in a particular country or countries may not take place on all days the NYSE
is open, or may trade on days the NYSE is closed. Thus, the value of the foreign securities held by the Fund may change on days
when shareholders are unable to purchase or redeem shares.
|
|
·
|
Certain securities issued by companies in emerging market countries may have more than one quoted valuation at any point in
time. These may be referred to as local price and premium price. The premium price is often a negotiated price that may not consistently
represent a price at which a specific transaction can be effected. The Fund has a policy to value such securities at a price at
which the Sub-Advisor expects the securities may be sold.
|
contact principal funds, inc.
Contact information for Principal Funds, Inc. (“PFI”)
is as follows:
Mailing Addresses:
|
Regular Mail
|
Overnight Mail
|
|
Principal Funds
|
Principal Funds
|
|
P.O. Box 8024
|
30 Dan Road
|
|
Boston, MA 02266-8024
|
Canton, MA 02021-2809
|
Your transaction (purchase, redemption, or exchange) will be
completed using the net asset value (NAV) per share calculated after your transaction request is received in proper form at the
transaction processing center in Canton, Massachusetts. For your transaction to be effective the day we receive your order, your
order (in proper form) must be received before the close of normal trading on the New York Stock Exchange (NYSE) (generally 3 P.M.
Central Time).
You may speak with a Client Relations Specialist by calling 1-800-222-5852,
between 7:00 a.m. and 7:00 p.m. Central Time on any day that the NYSE is open.
To obtain ACH or wire instructions, please contact a Client
Relations Specialist.
For additional information about Principal Funds, Inc., go to
www.principalfunds.com.
Orders Placed by Intermediaries
PFI may have an agreement with your intermediary, such as a
broker-dealer, third party administrator or trust company, that permits the intermediary to accept orders on behalf of PFI until
3 p.m. Central Time. The agreement may include authorization for your intermediary to designate other intermediaries
(“sub-designees”) to accept orders on behalf of PFI on the same terms that apply to the intermediary. In such cases,
if your intermediary or a sub-designee receives your order in correct form by 3 p.m. Central Time, transmits it to PFI
and pays for it in accordance with the agreement, PFI will price the order at the next net asset value per share it computes after
your intermediary or sub-designee received your order.
The time at which the Fund prices orders and the time until
which the Fund or your intermediary or sub-designee will accept orders may change in the case of an emergency or if the NYSE closes
at a time other than 3 p.m. Central Time.
Transactions through Financial Institutions/Professionals
Financial institutions and dealers may charge their customers
a processing or service fee in connection with the purchase or redemption of Fund shares. The amount and applicability of such
a fee is determined and disclosed to its customers by each individual financial institution or dealer. Processing or service fees
typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in this prospectus and
the SAI.
Your financial institution or dealer will provide you with specific
information about any processing or service fees you will be charged.
For Classes A and C – Telephone and Internet Instructions
The Funds reserve the right to refuse telephone and/or internet
instructions. You are liable for a loss resulting from a fraudulent telephone or internet instruction that we reasonably believe
is genuine. We use reasonable procedures to assure instructions are genuine. If the procedures are not followed, we may be liable
for loss due to unauthorized or fraudulent transactions. The procedures include: recording all telephone instructions, requiring
the use of a password (Personal Identification Number) for internet instructions, requesting personal identification information
(name, address, phone number, social security number, birth date, security phrase, etc.), and sending written confirmation to the
shareholder’s address of record.
If you elect telephone privileges, instructions regarding your
account(s) may be given to us via the telephone or internet. Your instructions:
|
·
|
may be given by calling us;
|
|
·
|
may be given via our website for certain transactions (for security purposes you need a user name and password to use any of
the internet services, including viewing your account information on-line. If you don’t have a user name or password, you
may obtain one at our website); or
|
|
·
|
may be given to your Financial Professional (a person employed by or affiliated with broker/dealer firms) who will in turn
contact us with your instructions.
|
Instructions received from one owner are binding on all owners.
In the case of an account owned by a corporation or trust, instructions received from an authorized person are binding on the corporation/trust
unless we have a written notification requiring that written instructions be executed by more than one authorized person.
PURCHASE OF FUND SHARES
Principal Funds, Inc. offers funds in multiple share classes:
A, B, C, J, Institutional, R-1, R-2, R-3, R-4, R-5, and P. Funds available in multiple share classes have the same investments,
but differing expenses. Classes A, C, and P shares are available in this prospectus.
Principal may recommend to the Board, and the Board may elect,
to close certain funds to new investors or close certain funds to new and existing investors.
The Fund reserves the right to refuse any order for the purchase
of shares, including those by exchange. For example, the Fund does not intend to permit market timing because short-term or other
excessive trading into and out of the Funds may harm performance by disrupting portfolio management strategies and by increasing
expenses. Accordingly, the Fund may reject any purchase orders from market timers or investors that, in Principal’s opinion,
may be disruptive to the Fund. For these purposes, Principal may consider an investor’s trading history in the Fund or other
Funds sponsored by Principal Life and accounts under common ownership or control.
To eliminate the need for safekeeping, PFI will not issue certificates
for shares.
Procedures for Opening an Account
To help the government fight the funding of terrorism and money
laundering activities, Federal law requires financial institutions to obtain, verify, and record information that identifies each
person who opens an account. When you open an account, we or your Financial Professional will ask for your name, address, date
of birth, and other information that will allow us or your Financial Professional to verify your identity. We or your Financial
Professional may also ask to see your driver’s license or other identifying documents.
If concerns arise with verification of your identity, no transactions,
other than redemptions, will be permitted while we attempt to reconcile the concerns. If we are unable to verify your identity
on a timely basis, we may close your account or take such other action as we deem appropriate.
Accounts with foreign addresses cannot be established. If an
existing shareholder with a U.S. address moves to a foreign location and updates the address on the shareholder’s account,
we are unable to process any purchases or exchanges on that account.
|
Note:
|
No salesperson, dealer or other person is authorized to give information or make representations about a Fund other than those
contained in this Prospectus. Information or representations not contained in this prospectus may not be relied upon as having
been provided or made by Principal Funds, a Fund, Principal, any Sub-Advisor, or the Distributor.
|
Eligible Purchasers
You must be an eligible purchaser for a particular share class
in order to buy shares of a Fund available in that share class. Principal reserves the right to broaden or limit the designation
of eligible purchasers. At the present time, eligible purchasers include, but are not limited to, the following.
For Classes A and C Shares
Shares of the Funds are generally purchased through Financial
Professionals. Financial Professionals may establish shareholder accounts according to their procedures or they may establish shareholder
accounts directly with the Fund by visiting our website to obtain the appropriate forms.
Class C shares of the Money Market Fund may be purchased
only by exchange from other Fund accounts in the same share class or by reinvestment of distributions made on such shares. Class C
shares are not available to retirement plans qualified under IRC section 401(a) that are not already investing in Class C
shares of other Funds of the Principal Funds, but are available to new participants in plans that currently invest in Class C
shares of the Fund.
For Class P Shares
Eligible purchasers include:
|
·
|
sponsors, recordkeepers, or administrators of wrap account, mutual fund asset allocation, or fee-based programs or participants
in those programs;
|
|
·
|
certain institutional investors that provide recordkeeping for retirement plans or other employee benefit plans;
|
|
·
|
clients of Principal Global Investors, LLC; and
|
|
·
|
certain institutional investors with special arrangements (for example, insurance companies, employee benefit plans, retirement
plans, and Section 529 Plans, among others).
|
Making an Investment and Minimum Initial Investment
For Classes A and C Shares
Your Financial Professional can help you buy shares of the Funds
by mail, through bank wire, direct deposit, or Automatic Investment Plan (“AIP”). No wires are accepted on days when
the NYSE is closed or when the Federal Reserve is closed (because the bank that would receive your wire is closed). An investment
in the Fund may be held in various types of accounts, including individual, joint ownership, trust, and business accounts. The
Fund also offers a range of custodial accounts for those who wish to invest for retirement and/or education expenses. Prospective
shareholders should consult with their Financial Professional prior to making decisions about the account and type of investment
that are appropriate for them.
Principal Funds has a minimum initial investment amount of $1,000
and a minimum subsequent investment amount of $100. Initial and subsequent investment minimums apply on a per-fund basis for each
Fund or Portfolio in which a shareholder invests.
Shareholders must meet the minimum initial investment amount
of $1,000 unless an AIP is established. With an AIP, the minimum initial investment is $100. Accounts or automatic payroll deduction
plans established with an AIP that do not meet the minimum initial investment must maintain subsequent automatic investments that
total at least $1,200 annually. Minimums may be waived on accounts set up for: certain employee benefit plans; retirement plans
qualified under Internal Revenue Code Section 401(a); payroll deduction plans submitting contributions in an electronic format
devised and/or approved by the Fund; and purchases through an omnibus account with a broker-dealer, investment advisor, or other
financial institution.
For Class P Shares
Investors purchase shares through a financial intermediary that
has entered into an agreement with PFI. A financial intermediary opens and maintains a shareholder account under an open account
system for each investor. Contact your Financial Professional for additional information on how to buy shares.
There are no restrictions on amounts to be invested in Class
P shares of the Fund.
Payment
Payments are to be made via personal or financial institution
check (for example, a bank or cashier's check). We consider your purchase of Fund shares by check to be your authorization to make
an automated clearing house (“ACH”) debit entry to your account. We reserve the right to refuse any payment that we
feel presents a fraud or money laundering risk. Examples of the types of payments we will not accept are cash, starter checks,
money orders, travelers' checks, credit card checks, and foreign checks.
The Funds may, in their discretion and under certain limited
circumstances, accept securities as payment for Fund shares at the applicable net asset value (“‘NAV”). For federal
income tax purposes, a purchase of shares with securities will be treated as a sale or exchange of such securities on which the
investor will generally realize a taxable gain or loss. Each Fund will value securities used to purchase its shares using the same
method the Fund uses to value its portfolio securities as described in this prospectus.
For Classes A and C Shares – Direct Deposit
Your Financial Professional can help you make a Direct Deposit
from your paycheck (if your employer approves) or from a government allotment. Direct Deposit allows you to deposit automatically
all or part of your paycheck (or government allotment) to your Principal Funds account(s). You can request a Direct Deposit Authorization
Form to give to your employer or the governmental agency (either of which may charge a fee for this service). Shares will be purchased
on the day the ACH notification is received by the transfer agent’s bank. On days when the NYSE is closed, but the bank receiving
the ACH notification is open, your purchase will be priced at the next calculated share price.
For Classes A and C Shares – Automatic Investment Plan
(“AIP”)
Your Financial Professional can help you establish an AIP. You
may make regular monthly investments with automatic deductions from your bank or other financial institution account. You select
the day of the month the deduction is to be made (if none is selected, the investment will be made on the 15th of the month). If
that date is a non-trading day, we will process the deduction on the next trading day. If the next trading day falls in the next
month or year, we will process the deduction on the day prior to your selected day.
REDEMPTION OF FUND SHARES
You may redeem shares of the Fund upon request; the amount you
receive will be reduced by any applicable CDSC. PFI does not impose a redemption charge. The Fund Board of Directors has determined
that it is not necessary to impose a fee upon the redemption of fund shares, because the Fund has adopted transfer restrictions
as described in “Exchange of Fund Shares.”
Generally, PFI sends the sale proceeds on the next business
day (a day when the NYSE is open for normal business) after the sell order has been placed. Under unusual circumstances, PFI may
suspend redemptions, or postpone payment for up to seven days, as permitted by federal securities law. Shares purchased by check
may be sold only after the check has cleared your bank, which may take up to 7 calendar days.
Distributions in Kind.
Payment for shares of the Funds
tendered for redemption is ordinarily made by check. However, the Funds may determine that it would be detrimental to the remaining
shareholders of a Fund to make payment of a redemption order wholly or partly in cash. Under certain circumstances, therefore,
each of the Funds may pay the redemption proceeds in whole or in part by a distribution “in kind” of securities from
the Fund’s portfolio in lieu of cash. If a Fund pays the redemption proceeds in kind, the redeeming shareholder might incur
brokerage or other costs in selling the securities for cash. Each Fund will value securities used to pay redemptions in kind using
the same method the Fund uses to value its portfolio securities as described in this prospectus.
For Classes A and C Shares
You will be charged a $10 wire fee if you have the sale proceeds
wired to your bank. It may take additional business days for your financial institution to post this payment to your account at
that financial institution. At your request, the check will be sent overnight (a $15 overnight fee will be deducted from your account
unless other arrangements are made).
Distributions from IRA, SEP, SIMPLE, 403(b) and SAR-SEP accounts
may be taken as:
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lump sum of the entire interest in the account,
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partial interest in the account, or
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periodic payments of either a fixed amount or an amount based on certain life expectancy calculations.
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Tax penalties may apply to distributions before the participant
reaches age 59 1/2.
Sale of shares may create a gain or a loss for federal (and
state) income tax purposes. You should maintain accurate records for use in preparing your income tax returns.
Generally, sales proceeds are:
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payable to all owners on the account (as shown in the account registration) and
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mailed to the address on the account (if not changed within last 15 days) or sent by wire or ACH to previously authorized
U.S. bank account.
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For other payment arrangements, please call PFI. You should
also call PFI for special instructions that may apply to sales from accounts:
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for certain employee benefit plans; or
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owned by corporations, partnerships, agents, or fiduciaries.
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To sell shares by mail (for any amount):
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Send a letter or distribution form (call us for the form) which is signed by the owner/owners of the account,
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Specify the account number, and
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Specify the number of shares or the dollar amount to be sold.
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To sell shares in amounts of $100,000 or less by telephone:
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The request may be made by a shareholder or by the shareholder’s Financial Professional.
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The combined amount requested from all funds to which the redemption request relates is $100,000 or less.
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The address on the account must not have been changed within the last 15 days and telephone privileges must apply to the
account from which the shares are being sold.
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If previously authorized, wire or ACH can be sent to a shareholder’s U.S. bank account.
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If our phone lines are busy, you may need to send in a written sell order.
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Telephone redemption privileges are NOT available for Principal Funds 403(b) plans and certain employer sponsored benefit
plans.
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Systematic withdrawal plans
You may set up a systematic withdrawal plan on a monthly, quarterly,
semiannual, or annual basis to sell enough shares to provide a fixed amount of money ($100 minimum amount; the required minimum
is waived to the extent necessary to meet the required minimum distribution as defined by the Internal Revenue Code).
You can set up a systematic withdrawal plan by:
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completing the applicable section of the application,
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sending us your written instructions,
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completing a Systematic Withdrawal Plan Request form (available on our website), or
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calling us if you have telephone privileges on the account (telephone privileges may not be available for all types of accounts).
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Your systematic withdrawal plan continues until:
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you instruct us to stop or
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your Fund account balance is zero.
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When you set up the withdrawal plan, you select which day you
want the sale made (if none is selected, the sale will be made on the 15th of the month). If the selected date is not a trading
day, the sale will take place on the preceding trading day (if that day falls in the month or year prior to your selected date,
the transaction will take place on the next trading day after your selected date). If telephone privileges apply to the account,
you may change the date or amount by telephoning us. Sales made under your systematic withdrawal plan will reduce and may eventually
exhaust your account. The Fund from which the systematic withdrawal is made makes no recommendation as to either the number of
shares or the fixed amount that you withdraw.
EXCHANGE OF FUND SHARES
An exchange between Funds is a redemption of shares of one Fund
and a concurrent purchase of shares in another Fund with the redemption proceeds.
In order to prevent excessive exchanges, and under other circumstances
where the Fund Board of Directors or Principal believes it is in the best interests of the Fund, the Fund reserves the right to
revise or terminate this exchange privilege, limit the amount or further limit the number of exchanges, reject any exchange or
close an account.
For Classes A and C Shares
Your shares in the Funds may be exchanged without a sales charge
or CDSC for the same class of any other Principal Funds (except Money Market).
Exchanges from Money Market Fund
Class A shares of Money Market Fund may be exchanged into:
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Class A shares of other Funds.
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If Money Market Fund shares were acquired by direct purchase, a sales charge will be imposed on the exchange into other Class A
shares.
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If Money Market Fund shares were acquired by (1) exchange from other Funds, (2) conversion of Class B shares,
or (3) reinvestment of dividends earned on Class A shares that were acquired through exchange, no sales charge will be
imposed on the exchange into other Class A shares.
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Class C shares of other Funds – subject to the applicable CDSC.
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You may exchange shares by:
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sending a written request to PFI,
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calling us, if you have telephone privileges on the account.
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Automatic Exchange Election
This election authorizes an exchange from one fund of PFI to
another fund of PFI on a monthly, quarterly, semiannual or annual basis. You can set up an automatic exchange by:
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completing the Automatic Exchange Election section of the application,
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calling us if telephone privileges apply to the account from which the exchange is to be made,
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sending us your written instructions, or
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completing an Automatic Exchange Election form (available on our website).
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Your automatic exchange continues until:
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you instruct us to stop (by calling us if telephone privileges apply to the account or sending us your written instructions)
or
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your Fund account balance of the account from which shares are redeemed is zero.
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You may specify the day of the exchange (if none is selected,
the exchange will be made on the 15th of the month). If the selected day is not a trading day, the sale will take place on
the preceding trading day (if that day falls in the month or year prior to your selected date, the transaction will take place
on the next trading day after your selected date). If telephone privileges apply to the account, you may change the date or amount
by telephoning us.
General
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If you do not have an existing account in the Fund to which the exchange is being made, a new account is established. The new
account has the same
owner(s), dividend and capital gain options and dealer of record as the account from which the shares are
being exchanged.
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All exchanges are subject to the minimum investment and eligibility requirements of the Fund being acquired.
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You may acquire shares of a Fund only if its shares are legally offered in your state of residence.
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When money is exchanged or transferred from one account registration
or tax identification number to another, the account holder is relinquishing his or her rights to the money. Therefore exchanges
and transfers can only be accepted by telephone if the exchange (transfer) is between:
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accounts with identical ownership,
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an account with a single owner to one with joint ownership if the owner of the single owner account is also an owner of the
account with joint ownership,
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a single owner to a UTMA account if the owner of the single owner account is also the custodian on the UTMA account, or
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a single or jointly owned account to an IRA account to fund the yearly IRA contribution of the owner (or one of the owners
in the case of a jointly owned account).
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The exchange is treated as a sale of shares for federal (and
state) income tax purposes and may result in a capital gain or loss.
Fund shares used to fund an employee benefit plan may be exchanged
only for shares of other Funds available to employee benefit plans. Such an exchange must be made by following the procedures provided
in the employee benefit plan and the written service agreement.
For Class P Shares
A shareholder, including a beneficial owner of shares held in
nominee name may exchange Fund shares under certain circumstances. You may exchange your Fund shares, without charge, for shares
of any other Fund of the Principal Funds available in Class P; however, an intermediary may impose restrictions on exchanges.
DIVIDENDS AND DISTRIBUTIONS
Dividends are based on estimates of income, expenses, and shareholder
activity for the Fund. Actual income, expenses, and shareholder activity may differ from estimates; consequently, differences,
if any, will be included in the calculation of subsequent dividends. The Funds pay their net investment income to record date shareholders;
this record date is the business day prior to the payment date. The payment schedule is as follows:
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The Opportunistic Municipal Fund declares dividends of its daily net investment income each day its shares are priced. The
Fund pays out its accumulated declared dividends monthly.
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The Preferred Securities Fund pays its net investment income monthly.
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The Small-MidCap Dividend Income Fund pays its net investment income quarterly in March, June, September, and December.
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The Diversified Real Asset and Global Multi-Strategy Funds pay their net investment income annually in December.
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For more details on the payment schedule, go to www.principalfunds.com.
Net realized capital gains, if any, are distributed annually
in December. Payments are made to shareholders of record on the business day prior to the payable date. Capital gains may be taxable
at different rates, depending on the length of time that the Fund holds its assets.
Dividend and capital gains distributions will be reinvested,
without a sales charge, in shares of the Fund from which the distribution is paid. However, you may authorize the distribution
to be:
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invested in shares of another of the Principal Funds without a sales charge (distributions of a Fund may be directed only to
one receiving Fund); or
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paid in cash, if the amount is $10 or more.
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Generally, for federal income tax purposes, Fund distributions
are taxable as ordinary income, except that any distributions of long-term capital gains will be taxed as such regardless of how
long Fund shares have been held. Special tax rules apply to Fund distributions to Individual Retirement Accounts and other retirement
plans. A tax advisor should be consulted to determine the suitability of the Fund as an investment by such a plan and the tax treatment
of distributions by the Fund. A tax advisor can also provide information on the potential impact of possible foreign, state, and
local taxes. A Fund’s investments in foreign securities may be subject to foreign withholding taxes. In that case, the Fund’s
yield on those securities would be decreased.
To the extent that distributions the Fund
pays are derived from a source other than net income (such as a return of capital), a notice will be included in your quarterly
statement pursuant to Section 19(a) of the Investment Company Act of 1940, as amended, and Rule 19a-1 disclosing the source of
such distributions. Furthermore, such notices shall be posted monthly on our web site at www.principalfunds.com. You may request
a copy of all such notices, free of charge, by telephoning 1-800-222-5852. The amounts and sources of distributions included in
such notices are estimates only and you should not rely upon them for purposes of reporting income taxes. The Fund will send shareholders
a Form 1099-DIV for the calendar year that will tell shareholders how to report these distributions for federal income tax purposes.
Notes:
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A Fund’s payment of income dividends and capital gains has the effect of reducing the share price by the amount of the
payment.
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Distributions from a Fund, whether received in cash or reinvested in additional shares, may be subject to federal (and state)
income tax.
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For these reasons, buying shares of a Fund shortly before it makes a distribution may be disadvantageous to you.
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FREQUENT PURCHASES AND REDEMPTIONS
The Funds are not designed for, and do not knowingly accommodate,
frequent purchases and redemptions of fund shares. If you intend to trade frequently and/or use market timing investment strategies,
you should not purchase these Funds.
Frequent purchases and redemptions pose a risk to the Funds
because they may:
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Disrupt the management of the Funds by:
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forcing the Funds to hold short-term (liquid) assets rather than investing for long-term growth, which results in lost investment
opportunities for the Funds; and
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causing unplanned portfolio turnover;
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Hurt the portfolio performance of the Funds; and
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Increase expenses of the Funds due to:
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increased broker-dealer commissions and
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increased recordkeeping and related costs.
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Certain Funds may be at greater risk of harm due to frequent
purchases and redemptions. For example, those Funds that invest in foreign securities may appeal to investors attempting to take
advantage of time-zone arbitrage. The Funds have adopted procedures to “fair value” foreign securities owned by the
Funds each day to discourage these market timing transactions in shares of the Funds.
The Board of Directors of the Fund has also adopted policies
and procedures with respect to frequent purchases and redemptions of shares of the Funds. The Funds monitor shareholder trading
activity to identify and take action against abuses. When we do identify abusive trading, we will apply our policies and procedures
in a fair and uniform manner. While our policies and procedures are designed to identify and protect against abusive trading practices,
there can be no certainty that we will identify and prevent abusive trading in all instances. If we are not able to identify such
excessive trading practices, the Funds and their shareholders may be harmed. The harm of undetected excessive trading in shares
of the underlying funds in which the funds of funds (for example, Principal LifeTime Funds/Accounts, Strategic Asset Management
Portfolios, PVC Diversified Balanced Account, PVC Diversified Growth Account, and PVC Diversified Income Account) invest could
flow through to the funds of funds as they would for any fund shareholder.
If we, or a Fund, deem abusive trading practices to be occurring,
we will take action that may include, but is not limited to:
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Rejecting exchange instructions from the shareholder or other person authorized by the shareholder to direct exchanges;
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Restricting submission of exchange requests by, for example, allowing exchange requests to be submitted by 1st class U.S. mail
only and disallowing requests made by facsimile, overnight courier, telephone or via the internet;
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Limiting the number of exchanges during a year; and
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Taking other such action as directed by the Fund.
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The Funds have reserved the right to accept or reject, without
prior written notice, any exchange requests. In some instances, an exchange may be completed prior to a determination of abusive
trading. In those instances, we will reverse the exchange and return the account holdings to the positions held prior to the exchange.
We will give the shareholder written notice in this instance.
TAX CONSIDERATIONS
Shareholders are responsible for federal income tax (and any
other taxes, including state and local income taxes, if applicable) on dividends and capital gains distributions whether such dividends
or distributions are paid in cash or reinvested in additional shares. Special tax rules apply to distributions from IRAs and other
retirement accounts. You should consult a tax advisor to determine the suitability of the Fund as an investment by such a plan
and the tax treatment of Fund distributions.
Generally, dividends paid by the Funds from interest, dividends,
or net short-term capital gains will be taxed as ordinary income. Distributions properly designated by the Fund as deriving from
net gains on securities held for more than one year are taxable as such (generally at a 15% tax rate), regardless of how long you
have held your shares. For taxable years beginning before January 1, 2013, distributions of investment income properly designated
by the Fund as derived from “qualified dividend income” will be taxed at the rates applicable to long-term capital
gains.
The Opportunistic Municipal Fund invests in "AMT-subject
bonds," which are municipal obligations issued to finance certain "private activities," such as bonds used to finance
airports, housing projects, student loan programs, and water and sewer projects. Interest on AMT-subject bonds is an item of tax
preference for purposes of the federal individual alternative minimum tax ("AMT") and will also give rise to corporate
alternative minimum taxes. A portion of the Fund’s distributions may, therefore, be subject to federal income taxes or to
the federal alternative minimum tax.
Investments by a Fund in foreign securities may be subject to
foreign withholding taxes. In that case, the Fund’s yield on those securities would be decreased. Shareholders of the Funds
that invest in foreign securities may be entitled to claim a credit or deduction with respect to foreign taxes. In addition, the
Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of
ordinary income and may affect the timing or amount of the Fund’s distributions.
Early in each calendar year, each Fund will notify you of the
amount and tax status of distributions paid to you for the preceding year.
A dividend or distribution made shortly after the purchase of
shares of a Fund by a shareholder, although in effect a return of capital to that shareholder, would be taxable to that shareholder
as described above, subject to a holding period requirement for dividends designated as qualified dividend income.
Because of tax law requirements, you must provide the Fund with
an accurate and certified taxpayer identification number (for individuals, generally a Social Security number) to avoid “back-up”
withholding, which is currently imposed at a rate of 28%.
Any gain resulting from the redemption or exchange of your
shares will generally also be subject to tax. For shares acquired after January 1, 2012, you will need to select a cost basis method
to be used to calculate your reported gains and losses prior to or at the time of any redemption or exchange. If you do not
select a method, the Funds’ default method of average cost will be applied to the transactions. The cost basis method used
on your account could significantly affect your taxes due and should be carefully considered. You should consult your tax advisor
for more information on your own tax situation, including possible foreign, state, and local taxes.
Investments by a Fund in certain debt instruments or derivatives
may cause the Fund to recognize taxable income in excess of the cash generated by such instruments. As a result, the Fund could
be required at times to liquidate other investments in order to satisfy its distribution requirements under the Internal Revenue
Code. The Fund’s use of derivatives will also affect the amount, timing, and character of the Fund’s distributions.
The information contained in this prospectus is not a complete
description of the federal, state, local, or foreign tax consequences of investing in the Fund. You should consult your tax advisor
before investing in the Fund.
CHOOSING A SHARE CLASS and the
costs of investing
Your Financial Professional will help you choose the share class
and Fund or Funds that are appropriate for you based upon your investment objective, risk tolerance and other factors. Before you
invest, you should understand the characteristics of each share class so you can be sure to choose the class that is right for
you. Financial Professionals may receive different compensation depending upon which class of shares you purchase.
Fund and share class selections must be made at the time of
purchase.
Each class has different costs associated with buying, redeeming,
and holding shares. Which class is best for you depends upon:
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the dollar amount you are investing,
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the amount of time you plan to hold the investment, and
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any plans to make additional investments in the Principal Funds.
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Class C shares may not be suitable for large investments.
Due to the higher expenses associated with Class C shares, it may be more advantageous for investors currently purchasing,
intending to purchase, or with existing assets in amounts that may qualify for a reduced sales charge on Class A shares, including
through Rights of Accumulation and/or Statement of Intent, to purchase Class A shares. Class C shares have higher annual
expenses than Class A shares because they are subject to distribution fees.
The Fund seeks to prevent investments in Class C shares
by shareholders with at least $1 million of investments in Principal Funds eligible for inclusion pursuant to Rights of Accumulation.
If you are making an initial purchase of Principal Funds of $1,000,000 or more and have selected Class C shares, the purchase
will be of Class A shares of the Fund(s) you have selected. If you are making subsequent purchases into your existing Principal
Funds, Inc. (“PFI”) Class C share accounts and the combined value of the subsequent investment and your existing
Class A, Class B, Class C, and Class J share accounts combined for Rights of Accumulation purposes exceeds
$1,000,000, the subsequent investment will be applied to purchase Class A shares of the Fund(s) you have selected.
The following sections describe the fees and expenses you may
pay if you invest in a Fund. You may pay both one-time fees and ongoing fees. Fees and expenses are important because they lower
your earnings. Before investing, you should be sure you understand the nature of different costs. Your Financial Professional can
help you with this process.
There is no sales charge on shares of the Funds purchased with
reinvested dividends or other distributions. You may obtain more information about sales charge reductions and waivers through
a link on our website, from the SAI, or from your Financial Professional.
One-Time Fee – Initial Sales Charge
Class A Shares
The offering price for Class A shares is the NAV next calculated
after receipt of an investor’s order in proper form by the Fund or its servicing agent, plus any applicable initial sales
charge as shown in the table below. The right-hand column in the table indicates what portion of the sales charge is paid to Financial
Professionals and their brokerage firms (“dealers”) for selling Class A shares. For more information regarding
compensation paid to dealers, see “Distribution Plans and Intermediary Compensation.”
Class A Sales Charges
(1)
Diversified Real Asset, Global Multi-Strategy,
Opportunistic Municipal Fund, and Preferred Securities Funds
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Sales Charge as % of:
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Amount of Purchase
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Offering Price
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Amount Invested
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Dealer Allowance
as % of Offering Price
|
Less than $100,000
|
3.75%
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3.90%
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3.00%
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$100,000 but less than $250,000
|
2.75%
|
2.83%
|
2.25%
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$250,000 but less than $500,000
|
1.50%
|
1.52%
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1.00%
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$500,000 or more
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0.00%
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0.00%
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0.00%
(2)
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Class A Sales Charges
(1)
Small-MidCap Dividend Income Fund
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Sales Charge as % of
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Amount of Purchase
|
Offering Price
|
Amount Invested
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Dealer Allowance as of % of Offering Price
|
Less than $50,000
|
5.50%
|
5.82%
|
4.75%
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$50,000 but less than $100,000
|
4.75%
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4.99%
|
4.00%
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$100,000 but less than $250,000
|
3.75%
|
3.90%
|
3.00%
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$250,000 but less than $500,000
|
3.00%
|
3.09%
|
2.50%
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$500,000 but less than $1,000,000
|
2.00%
|
2.04%
|
1.75%
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$1,000,000 or more
|
0.00%
|
0.00%
|
0.00%
(3)
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(1)
|
Because of rounding in the calculation of the offering price, the actual maximum front-end sales charge paid by an investor
may be higher or lower than the percentages noted above.
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(2)
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The Distributor may pay authorized dealers commissions on purchases of Class A shares over $500,000 calculated as follows:
1.00% on purchases between $500,000 and $4,999,999, 0.50% on purchases between $5 million and $49,999,999, and 0.25% on purchases
of $50 million or more. The commission rate is determined based on the cumulative investments over the life of the account combined
with the investments in existing Class A, B, C, and J shares.
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(3)
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The Distributor may pay authorized dealers commissions on purchases of Class A shares over $1 million calculated as follows:
1.00% on purchases between $1,000,000 and $4,999,999, 0.50% on purchases between $5 million and $49,999,999, and 0.25% on purchases
of $50 million or more. The commission rate is determined based on the cumulative investments over the life of the account combined
with the investments in existing Class A, B, C, and J shares.
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Initial Sales Charge Waiver or Reduction
Class A shares of the Funds may be purchased without a
sales charge or at a reduced sales charge.
To receive a reduction in your Class A initial sales charge,
you or your Financial Professional must let the Fund know at the time you purchase shares that you qualify for such a reduction.
It may be necessary for you to provide information and records, such as account statements. If your Financial Professional or you
do not let the Fund know that you are eligible for a reduction, it is possible you will not receive a sales charge discount to
which you are otherwise entitled.
Initial Sales Charge Waiver
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No initial sales charge will apply to purchases of Fund shares if the purchase is of sufficient size as disclosed in the preceding
“Class A Sales Charges” table.
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No initial sales charge will apply to shares purchased with the proceeds of redemptions of Class A shares of the Funds
(other than the Money Market Fund, unless such shares were obtained by exchange of shares of a Fund that imposes an initial sales
charge) or with proceeds of redemptions from Class B shares on which a CDSC was paid, or was waived in connection with a Required
Minimum Distribution, involuntary redemption or due to the death of the shareholder, within 60 days of redemption. The transaction
is considered a sale for federal (and state) income tax purposes even if the proceeds are reinvested. If a loss is realized on
the sale, the reinvestment may be subject to the “wash sale” rules resulting in the postponement of the recognition
of the loss for tax purposes.
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A Fund’s Class A shares may be purchased without an initial sales charge by the following individuals, groups, and/or
entities:
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current and former Directors of PFI, member companies of the Principal Financial Group, and their active or retired employees,
officers, directors, brokers, or agents (for the life of the account). This also includes their immediate family members (spouse,
domestic partner, children (regardless of age), and parents) and trusts created by or primarily for the benefit of these individuals;
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Premier Credit Union when the shares are owned directly with PFI;
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non-ERISA clients of Principal Global Investors LLC;
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any employee or registered representative (and their immediate family members and employees) of an authorized broker-dealer
or company that has entered into a selling agreement with the Distributor;
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clients investing in Class A shares through a “wrap account” offered through broker-dealers, investment advisors,
and other financial institutions that have entered into an agreement with the Distributor which includes a requirement that such
shares be sold for the benefit of clients participating in a “wrap account” or similar program under which clients
pay a fee to the broker-dealer, investment advisor, or financial institution;
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non-qualified plans administered by a member company of the Principal Financial Group pursuant to a written service agreement;
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any investor who buys Class A shares through an omnibus account held by certain financial intermediaries, such as a bank, broker-dealer,
or other financial institution, with special arrangements and that does not accept or charge the initial sales charge;
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individuals who were eligible to purchase shares without payment of a sales charge of a predecessor fund (a fund previously
included in the WM Group of Funds) prior to the date the successor fund commenced operations and who own the shares directly with
PFI;
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clients of registered investment advisors that have entered into arrangements with the Distributor providing for the shares
to be used in particular investment products made available to such clients and for which such registered investment advisors may
charge a separate fee;
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retirement plans or benefit plans, or participants in such plans, where the plan’s investments in the Fund are part of
an omnibus account (pursuant to a written agreement) or by other retirement plans or benefit plans with a total value of at least
$500,000 or participants in such plans;
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financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment
brokerage accounts that may or may not charge a transaction fee to its customers; and
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any investor whose account is held directly with PFI and PFI treated such account, as of May 11, 2012, as qualifying for an
initial sales charge waiver based on the December 30, 2011 Prospectus for Class A Shares.
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Initial Sales Charge Reduction
|
(1)
|
Rights of Accumulation. The sales charge varies with the size
of your purchase. Purchases made by you, your spouse or domestic partner,
your children (including children of your spouse or domestic partner)
age 25 or under, and/or a trust created by or primarily for the benefit
of such persons (together “a Qualified Purchaser”) will
be combined along with the value of existing Class A, B, C, and J
shares of Principal Funds owned by such persons, to determine the
applicable sales charge. Class A shares of the Money Market Fund are
not included in the calculation unless they were acquired in exchange
from other Principal Fund shares. If the total amount being invested
in the Principal Funds is near a sales charge breakpoint, you should
consider increasing the amount invested to take advantage of a lower
sales charge.
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(2)
|
Statement of Intent (SOI). Qualified Purchasers may obtain reduced sales charges by signing an SOI. The SOI is a nonbinding
obligation on the Qualified Purchaser to purchase the full amount indicated in the SOI. Purchases made by you, your spouse or domestic
partner, or the children of you, your spouse or domestic partner up to and including the age of 25 and/or a trust created by or
primarily for the benefit of such persons (together “a Qualified Purchaser”) will be combined along with the value
of existing Class A, B, C and J shares of Principal Funds owned by such persons. Purchases of Class A shares of Money
Market Fund are not included. The sales charge is based on the total amount to be invested in a 13 month period. If the intended
investment is not made (or shares are sold during the 13 month period), sufficient shares will be sold to pay the additional
sales charge due. An SOI is not available for 401(a) plan purchases.
|
|
(3)
|
The maximum sales charge that applies to purchases of Class A shares by qualified plans administered by Expertplan, Inc.
that were previously converted from B share plans is the sales charge that applies to purchases of at least $250,000 but less than
$500,000 as described in the sales charge tables; the regular sales charge applies to purchases of $500,000 or more in such accounts
and to all purchases of the Diversified Real Asset Fund, Global Multi-Strategy Fund, and Preferred Securities Fund shares.
|
|
(4)
|
Employer Sponsored Plans. The maximum sales charge for all purchases made in an account that is included in a SIMPLE IRA, SEP,
SAR-SEP, non-qualified deferred compensation, or payroll deduction (“Employer Sponsored Plan”) established prior to
March 1, 2002 with Principal Management Corporation as the Funds’ transfer agent, is the sales charge that applies to
purchases of at least $100,000 but less than $250,000 as described in the sales charge tables; the regular sales charge applies
to purchases of $250,000 or more in such accounts and to all purchases of the Diversified Real Asset Fund, Global Multi-Strategy
Fund, and Preferred Securities Fund shares. The reduced sales charge applies to purchases made by or on behalf of participants
to such plans who became participants on or before July 28, 2007.
|
Class C Shares
Purchases of Class C shares are not subject to a front-end sales
load. The offering price for Class C shares is the NAV next calculated after receipt of an investor’s order in proper
form by the Fund or its servicing agent, with no initial sales charge. The Distributor currently pays authorized dealers commissions
of up to 1.00% of the amount invested in Class C shares.
Class P Shares
Purchases of Class P shares are not subject to a front-end sales
load. The offering price for Class P shares is the NAV next calculated after receipt of an investor’s order in proper form
by the Fund or its servicing agent, with no initial sales charge.
One-Time Fee – Contingent Deferred Sales Charge (CDSC)
If you sell (redeem) shares and the CDSC is imposed, it will
reduce the amount of sales proceeds.
The CDSC is based on the lesser of the market value at the time
of redemption or the initial purchase price of the shares sold. The CDSC does not apply to shares purchased with reinvested dividends
or other distributions. The CDSC is not charged on exchanges. However, the original purchase date of the shares from which an exchange
is made determines if the newly acquired shares are subject to the CDSC when they are sold.
If you sell some but not all of the shares in your account,
the shares not subject to a CDSC will be sold first. Other shares will be sold in the order purchased (first in, first out). The
CDSC does not apply to shares redeemed according to a systematic withdrawal plan limited to no more than 1.00% per month (measured
cumulatively for non-monthly plans) of the value of the Fund account at the time, and beginning on the date, the systematic withdrawal
plan is established.
Class A Shares
Class A shares purchased in amounts that are of sufficient size
to qualify for a 0.00% sales charge, as disclosed in the “Class A Sales Charges” table, are generally subject to a
CDSC of 1.00% if the shares are redeemed during the first 12 months after purchase, unless the dealer, at its discretion, has waived
the commission. The Distributor may pay authorized dealers commissions up to 1.00% of the price of such purchases.
There is no CDSC on Class A shares of the Money Market Fund
that are directly purchased by the shareholder. Class A shares of the Money Market Fund that are obtained through an exchange of
another Fund's shares are generally subject to a CDSC of 1.00% on certain redemptions made within 12 months following purchases
of Fund shares that are of sufficient size to qualify for a 0.00% sales charge as disclosed in the “Class A Sales Charges”
table.
The CDSC generally applicable to redemptions of Class A shares
made within 12 months after purchase will not be imposed on redemptions of shares purchased through an omnibus account with certain
financial intermediaries, such as a bank or other financial institution, where no sales charge payments were advanced for purchases
made through these entities.
Class C Shares
Each initial and subsequent purchase of Class C shares
is subject to a CDSC of 1.00% for a period of 12 months from the date of purchase. Shares will be redeemed first from shares
purchased through reinvested dividends and capital gain distributions, which are not subject to the CDSC, and then in order of
purchase.
Within 60 calendar days after the sale of Class C shares, you
may reinvest any amount of the sale proceeds in Class C shares and those shares purchased will not be subject to the 12 month
CDSC. The transaction is considered a sale for federal (and state) income tax purposes even if the proceeds are reinvested. If
a loss is realized on the sale, the reinvestment may be subject to the “wash sale” rules resulting in the postponement
of the recognition of the loss for tax purposes.
Contingent Deferred Sales Charge (CDSC) Waiver for Classes
A and C Shares
You may quality for a CDSC waiver. To have your CDSC waived,
you must let your advisor or the Fund know at the time you redeem shares that you qualify for such a waiver. It may be necessary
for you to provide information and records, such as account statements. If you or your Financial Professional do not let the Fund
know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
The CDSC is waived on shares which are sold:
|
·
|
within 90 days after an account is re-registered due to a shareholder’s death;
|
|
·
|
due to the shareholder’s disability, as defined in the Internal Revenue Code provided the shares were purchased prior
to the disability;
|
|
·
|
from retirement plans to satisfy minimum distribution rules under the Internal Revenue Code;
|
|
·
|
to pay surrender charges;
|
|
·
|
to pay retirement plan fees;
|
|
·
|
involuntarily from small balance accounts;
|
|
·
|
from a retirement plan to assure the plan complies with Sections 401(k), 401(m), 408(k), or 415 of the Internal Revenue Code;
or
|
|
·
|
from retirement plans to satisfy excess contribution rules under the Internal Revenue Code.
|
Class P Shares
Class P shares are not subject to a CDSC.
Ongoing Fees
The ongoing fees are the operating expenses of a Fund, which
are described in the “Annual Fund Operating Expenses” table included in the Summary for each Fund. The ongoing operating
expenses include fees paid to a Fund’s manager, underwriter and others who provide services to the Fund. These expenses reduce
the value of each share you own. Because they are ongoing, they increase the cost of investing in the Funds.
Each of the Funds pays ongoing fees to Principal and others
who provide services to the Fund. These fees include:
|
·
|
Management Fee—Through the Management Agreement with the Fund, Principal has agreed to provide investment advisory services
and corporate administrative services to the Funds.
|
|
·
|
Distribution Fee—Each of the Funds has adopted a distribution plan under Rule 12b-1 of the Investment Company Act
of 1940 for its Class A and Class C shares. Under the plan, Class A and Class C shares of each Fund pay a distribution
fee based on the average daily net asset value (NAV) of the Fund. These fees pay distribution and other expenses for sale of Fund
shares and for services provided to shareholders. Because they are ongoing fees, over time they will increase the cost of your
investment and may cost you more than paying other types of sales charges.
|
|
·
|
Other Expenses - A portion of expenses that are allocated to all classes of the Fund. An example includes a Transfer Agent
Fee (Principal Shareholder Services, Inc. (“PSS”) has entered into a Transfer Agency Agreement with the Fund under
which PSS provides transfer agent services to the Class A, Class C, and Class P shares of the Fund. These services
are currently provided at cost). Class A, Class C, and Class P shares of the Funds also pay expenses of registering
and qualifying shares for sale, the cost of producing and distributing reports and
|
prospectuses to Class A, Class C,
and Class P shareholders, the cost of shareholder meetings held solely for Class A, Class C, and Class P shares,
and other operating expenses of the Fund.
|
·
|
Acquired Fund Fees and Expenses - fees and expenses charged by other investment companies in which a Fund invests a portion
of its assets.
|
DISTRIBUTION PLANS AND INTERMEDIARY
COMPENSATION
Distribution and/or Service (12b-1) Fees
Principal Funds Distributor, Inc. ("PFD" or the "Distributor")
is the distributor for the shares of Principal Funds, Inc. PFD is an affiliate of Principal Life Insurance Company and with it
is a subsidiary of Principal Financial Group, Inc. and member of the Principal Financial Group
®
.
Principal Funds has adopted a distribution plan pursuant to
Rule 12b-1 under the Investment Company Act for each of the Class A and Class C shares of Principal Funds. Under the 12b-1 Plans,
except as noted below, each Fund makes payments from its assets attributable to the particular share class to the Fund's Distributor
for distribution-related expenses and for providing services to shareholders of that share class. Payments under the 12b-1 plans
are made by the Funds to the Distributor pursuant to the 12b-1 plans regardless of the expenses incurred by the Distributor. When
the Distributor receives Rule 12b-1 fees, it may pay some or all of them to intermediaries whose customers are shareholders of
the funds for sales support services and for providing services to shareholders of that share class. Intermediaries may include,
among others, broker-dealers, registered investment advisors, banks, trust companies, pension plan consultants, retirement plan
administrators, and insurance companies. Because Rule 12b-1 fees are paid out of Fund assets and are ongoing fees, over time they
will increase the cost of your investment in the Funds and may cost you more than other types of sales charges.
The maximum annual Rule 12b-1 fee for distribution related expenses
and/or for providing services to shareholders under each 12b-1 plan (as a percentage of average daily net assets) is:
Share Class
|
Maximum Annualized Rate
12b-1 Fees
|
Class A
|
0.25%
|
Class C
|
1.00%
|
Generally, to receive 12b-1 fees from the Distributor, dealers
or other intermediaries must be the dealer of record for shares with average daily net assets of at least $100,000. Generally,
Class A shares must be held for three months before these fees are paid. In the case of Class C shares, generally these fees are
not paid until such shares have been held for twelve months.
The Distributor generally uses Rule 12b-1 fees to finance any
activity that is primarily intended to result in the sale of shares and for providing services to shareholders of the share class.
In addition to shareholder services, examples of such sales or distribution related expenses include compensation to salespeople,
including ongoing commissions payments, and selected dealers (including financing the commission paid to the dealer at the time
of the sale), printing of prospectuses and statements of additional information and reports for other than existing shareholders,
and preparing and conducting sales seminars.
Payments under the 12b-1 plans will not automatically terminate
for funds that are closed to new investors or to additional purchases by existing shareholders. The fund Board will determine whether
to terminate, modify, or leave unchanged the 12b-1 plans if the Board directs the closure of a fund.
Commissions, Finder’s Fees, and Ongoing Payments
In the case of Class A shares, all or a portion of the initial
sales charge that you pay may be paid by the Distributor to intermediaries selling Class A shares. The Distributor may pay these
intermediaries a commission of up to 1.00% on purchases of $1,000,000 or more (or $500,000 or more depending on the Fund purchased),
excluding purchases by qualified retirement plans in omnibus accounts which are not subject to initial sales charges. See “Choosing
a Share Class” for more details.
In the case of Class A shares, in lieu of commissions, the Distributor
may pay intermediaries a finder’s fee on initial investment by qualified retirement plans in omnibus accounts which are not
subject to initial sales charges, provided the selling intermediary notifies the Distributor within 90 days of the initial investment
that the transaction is eligible for the payment of a finder’s fee. The finder’s fee on such initial investments may
be up to 1.00% on initial investments between $500,000 and $4,999,999, 0.50% on initial investments between $5 million and $49,999,999,
0.25% on initial investments of $50 million or more. Initial investments include transfers, rollovers and other lump sum purchases,
excluding ongoing systematic investments, made within 90 days
of the initial funding of the account. The intermediary shall, upon request by the Distributor provided within 90 days of the triggering
event, refund the finder’s fee to the Distributor to the extent shares are redeemed within 12 months of the initial investment
or trading restrictions are placed on the account in accordance with the Funds' frequent trading policy.
Additionally, as noted above under “Distribution and/or
Service (12b-1) Fees”, the Distributor generally makes ongoing 12b-1 fee payments to your intermediary at an annual rate
of up to 0.25% of average net assets attributable to your investment in Class A shares.
In the case of Class C shares, the Distributor will pay, at
the time of your purchase, a commission to your intermediary equal to 1.00% of your investment. Additionally, as noted above under
“Distribution and/or Service (12b-1) Fees”, the Distributor generally makes ongoing 12b-1 fee payments to your intermediary
at an annual rate of 1.00% of average net assets attributable to your investment in Class C shares.
See "Choosing a Share Class and The Costs of Investing"
for more details.
Additional Payments to Intermediaries
Shares of the Fund are sold primarily through intermediaries,
such as brokers, dealers, investment advisors, banks, trust companies, pension plan consultants, retirement plan administrators
and insurance companies.
In addition to payments pursuant to 12b-1 plans, sales charges,
commissions and finder’s fees, Principal or its affiliates enter into agreements with some intermediaries pursuant to which
the intermediaries receive payments for providing services relating to Fund shares. Examples of such services are administrative,
networking, recordkeeping, sub-transfer agency and shareholder services. In some situations, the Fund will reimburse Principal
or its affiliates for making such payments; in others the Fund may make such additional payments directly to intermediaries.
In addition, Principal or its affiliates may pay, without reimbursement
from the Fund, compensation from their own resources to certain intermediaries that support the distribution of shares of the Fund
or provide services to Fund shareholders.
Such additional payments may vary, but generally do not exceed:
(a) 0.25% of the current year's sales of Fund shares by that intermediary and/or (b) 0.25% of average net asset value of Fund shares
held by clients of such intermediary. The amounts paid to intermediaries vary by share class and by Fund.
The Distributor and its affiliates may pay a bonus or other
consideration or incentive to intermediaries if an employee covered under an employer sponsored benefit program purchases a product
from an affiliate of Distributor with the assistance of a registered representative of an affiliate of Distributor, if the intermediary
sold the funding vehicle the employer sponsored benefit program utilizes or if the intermediary subsequently became the broker
of record with regard to the employer sponsored benefit program.
The intermediary may pay to its Financial Professionals some
or all of the amounts the Distributor and its affiliates pay to the intermediary.
Additionally, in some cases the Distributor and its affiliates
will provide payments or reimbursements in connection with the costs of conferences, educational seminars, training and marketing
efforts related to the Funds. Such activities may be sponsored by intermediaries or the Distributor. The costs associated with
such activities may include travel, lodging, entertainment, and meals. In some cases the Distributor will also provide payment
or reimbursement for expenses associated with transactions ("ticket") charges and general marketing expenses.
For more information, see the Statement of Additional Information
(SAI).
The payments described in this prospectus may create a conflict
of interest by influencing your Financial Professional or your intermediary to recommend the Fund over another investment, or to
recommend one share class of the Fund over another share class. Ask your Financial Professional or visit your intermediary's website
for more information about the total amounts paid to them by Principal and its affiliates, and by sponsors of other mutual funds
your Financial Professional may recommend to you.
Your intermediary may charge you additional fees other than
those disclosed in this prospectus. Ask your Financial Professional about any fees and commissions they charge.
FUND ACCOUNT INFORMATION
Statements
You will receive quarterly statements for the Funds you own.
The quarterly statements provide the number and value of shares you own, transactions during the period, dividends declared or
paid, and other information. The year-end statement includes information for all transactions that took place during the year.
Please review your statement as soon as you receive it. Keep your statements as you may need them for tax reporting purposes.
Generally, each time you buy, sell, or exchange shares in Principal
Funds, you will receive a confirmation shortly thereafter. It summarizes all the key information – what you bought or sold,
the amount of the transaction, and other important information.
Certain purchases and sales are only included on your quarterly
statement. These include accounts:
|
·
|
when the only activity during the quarter are:
|
|
·
|
purchases of shares from reinvested dividends and/or capital gains,
|
|
·
|
purchases under an Automatic Investment Plan,
|
|
·
|
sales under a systematic withdrawal plan,
|
|
·
|
purchases or sales under an automatic exchange election, or
|
|
·
|
conversions of Class B shares into Class A shares;
|
|
·
|
used to fund certain individual retirement or individual pension plans; or
|
|
·
|
established under a payroll deduction plan.
|
If you need information about your account(s) at other times,
you may call us or access your account on the internet.
Signature Guarantees
Certain transactions require that your signature be guaranteed.
If required, the signature(s) must be guaranteed by a commercial bank, trust company, credit union, savings and loan, national
securities exchange member, or brokerage firm which participates in a Medallion program recognized by the Securities Transfer
Association. A signature guaranteed by a notary public or savings bank is not acceptable. Signature guarantees are required:
|
·
|
if you sell more than $100,000 (in the aggregate)
(or 500,000 (in
the aggregate) for Class P shares)
from
the Funds;
|
|
·
|
if a sales proceeds check is payable to a party other than the account shareholder(s), Principal Life, Principal Bank, a retirement
plan trustee or custodian that has agreed in writing to accept a transfer of assets from the Fund or Princor Financial Services
Corporation payable through Pershing;
|
|
·
|
to change ownership of an account;
|
|
·
|
to add
telephone transaction services and/or
wire
or
ACH redemption
privileges to
an existing
account
if there is not a common owner between the bank account and mutual fund account;
|
|
·
|
to change bank account information designated under an existing telephone withdrawal plan if there is not a common owner between
the bank account and mutual fund account;
|
|
·
|
wire or ACH is being sent to a shareholder's U.S. bank account not previously authorized or the request does not include a
voided check or deposit slip indicating a common owner between the bank account and mutual fund account;
|
|
·
|
to exchange or transfer among accounts with different ownership; or
|
|
·
|
to have a sales proceeds check mailed to an address other than the address on the account or to the address on the account
if it has been changed within the preceding 15 days.
|
Reservation of Rights
PFI reserves the right to amend or terminate the special plans
described in this prospectus. Such plans include, for example, automatic investment, systematic withdrawal, waiver of Fund minimums
for certain accounts and waiver or reduction of the sales charge or contingent deferred sales charge for certain purchasers. Shareholders
will be notified of any such action to the extent required by law.
For Classes A and C – Minimum Account Balance
Each Fund has a minimum required account balance of $1000. The
Fund reserves the right to redeem all shares in your account if the value of your account falls below $1000. The Fund will mail
the redemption proceeds to you. An involuntary redemption of a small account will not be triggered by market conditions alone.
The Fund will notify you before involuntarily redeeming your account. You will have 30 days to make an additional investment of
an amount that brings your account up to the required minimum. The Funds reserve the right to increase the required minimum.
Householding
To avoid sending duplicate copies of materials to households,
mailings for accounts held by members of your household may be combined so that only one copy of each prospectus, annual and semi-annual
reports will be mailed. In addition, your account information may be included with other householded accounts on the same quarterly
and annual statements. The consolidation of these mailings, called householding, benefits PFI and our shareholders through reduced
printing and mailing expenses. If you prefer to receive multiple copies of these materials, you may write or call PFI. Householding
will be stopped within thirty (30) days after we receive your request.
Multiple Translations
This prospectus may be translated into other languages. In the
event of any inconsistencies or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail.
Financial Statements
Shareholders will receive annual financial statements for the
Funds, audited by the Funds’ independent registered public accounting firm. Shareholders will also receive a semi-annual
financial statement that is unaudited.
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to
help you understand the Fund’s financial performance for the periods shown. Certain information reflects returns for a single
Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment
in the Fund (assuming reinvestment of all distributions). This information has been audited by Ernst & Young LLP, Independent
Registered Public Accounting Firm, whose report, along with each Fund’s financial statements, is included in Principal Funds,
Inc. Annual Report to Shareholders for the fiscal year ended August 31, 2012, which is available upon request, and incorporated
by reference into the SAI.
To request a free copy of the latest annual or semi-annual
report for the Fund, you may telephone 1-800-222-5852.
Financial Highlights
Principal Funds, Inc.
|
|
Net Asset Value, Beginning of Period
|
|
Net Investment Income (Loss)(a)
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
Total From Investment Operations
|
|
Dividends from Net Investment Income
|
|
Distributions from Realized Gains
|
|
Total Dividends and Distributions
|
|
Net Asset Value, End of Period
|
|
Total Return(b)
|
|
DIVERSIFIED REAL ASSET FUND
|
|
Class A shares
|
|
2012
|
|
|
$
|
11.82
|
|
|
$
|
0.10
|
|
|
$
|
0.30
|
|
|
$
|
0.40
|
|
|
($
|
0.03
|
)
|
|
($
|
0.28
|
)
|
|
($
|
0.31
|
)
|
|
$
|
11.91
|
|
|
|
3.53
|
%
|
|
2011
|
|
|
|
10.12
|
|
|
|
0.12
|
|
|
|
1.63
|
|
|
|
1.75
|
|
|
|
(0.03
|
)
|
|
|
(0.02
|
)
|
|
|
(0.05
|
)
|
|
|
11.82
|
|
|
|
17.31
|
|
|
2010(d)
|
|
|
|
10.00
|
|
|
|
0.03
|
|
|
|
0.10
|
|
|
|
0.13
|
|
|
|
(0.01
|
)
|
|
|
—
|
|
|
|
(0.01
|
)
|
|
|
10.12
|
|
|
|
1.33
|
(e)
|
|
Class
C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
11.72
|
|
|
|
0.01
|
|
|
|
0.30
|
|
|
|
0.31
|
|
|
|
—
|
|
|
|
(0.28
|
)
|
|
|
(0.28
|
)
|
|
|
11.75
|
|
|
|
2.80
|
|
|
2011
|
|
|
|
10.10
|
|
|
|
0.04
|
|
|
|
1.61
|
|
|
|
1.65
|
|
|
|
(0.01
|
)
|
|
|
(0.02
|
)
|
|
|
(0.03
|
)
|
|
|
11.72
|
|
|
|
16.44
|
|
|
2010(d)
|
|
|
|
10.00
|
|
|
|
—
|
|
|
|
0.10
|
|
|
|
0.10
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.10
|
|
|
|
1.04
|
(e)
|
|
Class
P shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
11.85
|
|
|
|
0.12
|
|
|
|
0.31
|
|
|
|
0.43
|
|
|
|
(0.04
|
)
|
|
|
(0.28
|
)
|
|
|
(0.32
|
)
|
|
|
11.96
|
|
|
|
3.78
|
|
|
2011(g)
|
|
|
|
10.57
|
|
|
|
0.15
|
|
|
|
1.19
|
|
|
|
1.34
|
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
(0.06
|
)
|
|
|
11.85
|
|
|
|
12.75
|
(e)
|
|
GLOBAL
MULTI-STRATEGY FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012(h)
|
|
|
|
10.00
|
|
|
|
(0.04
|
)
|
|
|
0.36
|
|
|
|
0.32
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.32
|
|
|
|
3.20
|
(e)
|
|
Class
C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012(j)
|
|
|
|
10.18
|
|
|
|
(0.02
|
)
|
|
|
0.17
|
|
|
|
0.15
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.33
|
|
|
|
1.47
|
(e)
|
|
Class
P shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012(h)
|
|
|
|
10.00
|
|
|
|
(0.02
|
)
|
|
|
0.36
|
|
|
|
0.34
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.34
|
|
|
|
3.40
|
(e)
|
|
OPPORTUNISTIC
MUNICIPAL FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012(j)
|
|
|
|
10.00
|
|
|
|
0.08
|
|
|
|
0.28
|
|
|
|
0.36
|
|
|
|
(0.07
|
)
|
|
|
—
|
|
|
|
(0.07
|
)
|
|
|
10.29
|
|
|
|
3.62
|
(e)
|
|
Class
C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012(j)
|
|
|
|
10.00
|
|
|
|
0.07
|
|
|
|
0.28
|
|
|
|
0.35
|
|
|
|
(0.06
|
)
|
|
|
—
|
|
|
|
(0.06
|
)
|
|
|
10.29
|
|
|
|
3.48
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Highlights
(C
ontinued
)
Principal Funds, Inc.
Net Assets, End of Period (in thousands)
|
|
Ratio of Expenses to Average Net Assets
|
|
Ratio of Expenses to Average Net Assets (Excluding
Dividends and Interest Expense on Short Sales and Short Sale Fees)
|
|
Ratio of Expenses to Average Net Assets (Excluding
Interest Expense and Fees)
|
|
Ratio of Gross Expenses to Average Net Assets
|
|
Ratio of Net Investment Income to Average Net
Assets
|
|
Portfolio Turnover Rate
|
|
|
$
|
246,133
|
|
|
|
1.25
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1.44
|
%(c)
|
|
|
0.86
|
%
|
|
|
107.3
|
%
|
|
90,355
|
|
|
|
1.25
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1.32
|
(c)
|
|
|
1.06
|
|
|
|
59.7
|
|
|
9,577
|
|
|
|
1.25
|
(f)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2.73
|
(c),(f)
|
|
|
0.61
|
(f)
|
|
|
38.1
|
(f)
|
|
42,133
|
|
|
|
2.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2.13
|
(c)
|
|
|
0.07
|
|
|
|
107.3
|
|
|
37,833
|
|
|
|
2.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
2.18
|
(c)
|
|
|
0.37
|
|
|
|
59.7
|
|
|
1,364
|
|
|
|
2.00
|
(f)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
11.08
|
(c),(f)
|
|
|
(0.03
|
)(f)
|
|
|
38.1
|
(f)
|
|
39,474
|
|
|
|
1.04
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1.13
|
(c)
|
|
|
1.05
|
|
|
|
107.3
|
|
|
30,013
|
|
|
|
1.05
|
(f)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
1.05
|
(c),(f)
|
|
|
1.37
|
(f)
|
|
|
59.7
|
(f)
|
|
8,465
|
|
|
|
2.70
|
(f)
|
|
|
2.00
|
%(f),(i)
|
|
|
N/A
|
|
|
|
3.62
|
(c),(f)
|
|
|
(0.45
|
)(f)
|
|
|
196.0
|
(f)
|
|
1,529
|
|
|
|
3.30
|
(f)
|
|
|
2.75
|
(f),(i)
|
|
|
N/A
|
|
|
|
30.56
|
(c),(f)
|
|
|
(0.83
|
)(f)
|
|
|
196.0
|
(f)
|
|
707
|
|
|
|
2.50
|
(f)
|
|
|
1.80
|
(f),(i)
|
|
|
N/A
|
|
|
|
12.80
|
(c),(f)
|
|
|
(0.19
|
)(f)
|
|
|
196.0
|
(f)
|
|
7,860
|
|
|
|
1.13
|
(f)
|
|
|
N/A
|
|
|
|
0.90
|
%(f)
|
|
|
3.23
|
(c),(f)
|
|
|
3.78
|
(f)
|
|
|
93.8
|
(f)
|
|
7,745
|
|
|
|
1.88
|
(f)
|
|
|
N/A
|
|
|
|
1.65
|
(f)
|
|
|
3.93
|
(c),(f)
|
|
|
3.03
|
(f)
|
|
|
93.8
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Calculated based
on average shares outstanding during the period.
|
(b)
|
Total return is calculated
without the front-end sales charge or contingent deferred sales charge, if applicable.
|
(c)
|
Excludes expense reimbursement
from Manager.
|
(d)
|
Period from March 16, 2010,
date shares first offered, through August 31, 2010.
|
(e)
|
Total return amounts have
not been annualized.
|
(f)
|
Computed on an annualized
basis.
|
(g)
|
Period from September 27,
2010, date shares first offered, through August 31, 2011.
|
(h)
|
Period from October 24,
2011, date shares first offered, through August 31, 2012.
|
(i)
|
Excludes dividends and interest
expense on short sales and short sale fees. See "Operating Policies" in notes to financial statements.
|
(j)
|
Period from June 14, 2012,
date shares first offered, through August 31, 2012.
|
Financial Highlights
(C
ontinued
)
Principal Funds, Inc.
|
|
Net Asset Value, Beginning of Period
|
|
Net Investment Income (Loss)(a)
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
Total From Investment Operations
|
|
Dividends from Net Investment Income
|
|
Distributions from Realized Gains
|
|
Total Dividends and Distributions
|
|
Net Asset Value, End of Period
|
|
Total Return(b)
|
|
PREFERRED SECURITIES FUND
|
|
Class A shares
|
|
2012
|
|
|
$
|
9.82
|
|
|
$
|
0.59
|
|
|
$
|
0.55
|
|
|
$
|
1.14
|
|
|
|
($0.57
|
)
|
|
($
|
0.03
|
)
|
|
($
|
0.60
|
)
|
|
$
|
10.36
|
|
|
|
12.20
|
%
|
|
2011
|
|
|
|
9.86
|
|
|
|
0.59
|
|
|
|
—
|
|
|
|
0.59
|
|
|
|
(0.57
|
)
|
|
|
(0.06
|
)
|
|
|
(0.63
|
)
|
|
|
9.82
|
|
|
|
6.04
|
|
|
2010(c)
|
|
|
|
8.88
|
|
|
|
0.51
|
|
|
|
0.98
|
|
|
|
1.49
|
|
|
|
(0.51
|
)
|
|
|
—
|
|
|
|
(0.51
|
)
|
|
|
9.86
|
|
|
|
17.28
|
(d)
|
|
2009(g)
|
|
|
|
6.68
|
|
|
|
0.59
|
|
|
|
2.20
|
|
|
|
2.79
|
|
|
|
(0.59
|
)
|
|
|
—
|
|
|
|
(0.59
|
)
|
|
|
8.88
|
|
|
|
44.34
|
|
|
2008(g)
|
|
|
|
10.11
|
|
|
|
0.58
|
|
|
|
(3.45
|
)
|
|
|
(2.87
|
)
|
|
|
(0.56
|
)
|
|
|
—
|
|
|
|
(0.56
|
)
|
|
|
6.68
|
|
|
|
(29.61
|
)
|
|
2007(g)
|
|
|
|
10.76
|
|
|
|
0.59
|
|
|
|
(0.63
|
)
|
|
|
(0.04
|
)
|
|
|
(0.61
|
)
|
|
|
—
|
|
|
|
(0.61
|
)
|
|
|
10.11
|
|
|
|
(0.45
|
)
|
|
Class
C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.81
|
|
|
|
0.51
|
|
|
|
0.56
|
|
|
|
1.07
|
|
|
|
(0.50
|
)
|
|
|
(0.03
|
)
|
|
|
(0.53
|
)
|
|
|
10.35
|
|
|
|
11.38
|
|
|
2011
|
|
|
|
9.85
|
|
|
|
0.51
|
|
|
|
0.01
|
|
|
|
0.52
|
|
|
|
(0.50
|
)
|
|
|
(0.06
|
)
|
|
|
(0.56
|
)
|
|
|
9.81
|
|
|
|
5.26
|
|
|
2010(c)
|
|
|
|
8.87
|
|
|
|
0.45
|
|
|
|
0.99
|
|
|
|
1.44
|
|
|
|
(0.46
|
)
|
|
|
—
|
|
|
|
(0.46
|
)
|
|
|
9.85
|
|
|
|
16.59
|
(d)
|
|
2009(g)
|
|
|
|
6.68
|
|
|
|
0.53
|
|
|
|
2.20
|
|
|
|
2.73
|
|
|
|
(0.54
|
)
|
|
|
—
|
|
|
|
(0.54
|
)
|
|
|
8.87
|
|
|
|
43.19
|
|
|
2008(g)
|
|
|
|
10.11
|
|
|
|
0.52
|
|
|
|
(3.46
|
)
|
|
|
(2.94
|
)
|
|
|
(0.49
|
)
|
|
|
—
|
|
|
|
(0.49
|
)
|
|
|
6.68
|
|
|
|
(30.14
|
)
|
|
2007(i)
|
|
|
|
10.79
|
|
|
|
0.39
|
|
|
|
(0.68
|
)
|
|
|
(0.29
|
)
|
|
|
(0.39
|
)
|
|
|
—
|
|
|
|
(0.39
|
)
|
|
|
10.11
|
|
|
|
(2.72
|
)(d)
|
|
Class
P shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.77
|
|
|
|
0.60
|
|
|
|
0.55
|
|
|
|
1.15
|
|
|
|
(0.59
|
)
|
|
|
(0.03
|
)
|
|
|
(0.62
|
)
|
|
|
10.30
|
|
|
|
12.41
|
|
|
2011(j)
|
|
|
|
10.04
|
|
|
|
0.54
|
|
|
|
(0.15
|
)
|
|
|
0.39
|
|
|
|
(0.60
|
)
|
|
|
(0.06
|
)
|
|
|
(0.66
|
)
|
|
|
9.77
|
|
|
|
3.93
|
(d)
|
|
SMALL-MIDCAP
DIVIDEND INCOME FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.28
|
|
|
|
0.34
|
|
|
|
1.22
|
|
|
|
1.56
|
|
|
|
(0.38
|
)
|
|
|
—
|
|
|
|
(0.38
|
)
|
|
|
10.46
|
|
|
|
17.30
|
|
|
2011(k)
|
|
|
|
10.00
|
|
|
|
0.06
|
|
|
|
(0.78
|
)
|
|
|
(0.72
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.28
|
|
|
|
(7.20
|
)(d)
|
|
Class
C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012(l)
|
|
|
|
9.87
|
|
|
|
0.05
|
|
|
|
0.63
|
|
|
|
0.68
|
|
|
|
(0.07
|
)
|
|
|
—
|
|
|
|
(0.07
|
)
|
|
|
10.48
|
|
|
|
6.89
|
(d)
|
|
Class
P shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.38
|
|
|
|
0.38
|
|
|
|
1.23
|
|
|
|
1.61
|
|
|
|
(0.41
|
)
|
|
|
—
|
|
|
|
(0.41
|
)
|
|
|
10.58
|
|
|
|
17.70
|
|
|
2011(k)
|
|
|
|
10.00
|
|
|
|
0.07
|
|
|
|
(0.69
|
)
|
|
|
(0.62
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.38
|
|
|
|
(6.20
|
)(d),(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Highlights
(C
ontinued
)
Principal Funds, Inc.
Net Assets, End of Period (in thousands)
|
|
Ratio of Expenses to Average Net Assets
|
|
Ratio of Gross Expenses to Average Net Assets
|
|
Ratio of Net Investment Income to Average Net
Assets
|
|
Portfolio Turnover Rate
|
|
|
$
|
1,139,496
|
|
|
|
1.06
|
%
|
|
|
1.06
|
%
|
|
|
5.94
|
%
|
|
|
22.9
|
%
|
|
798,143
|
|
|
|
1.10
|
|
|
|
1.10
|
|
|
|
5.80
|
|
|
|
16.8
|
|
|
874,721
|
|
|
|
1.07
|
(e)
|
|
|
1.10
|
(e),(f)
|
|
|
6.57
|
(e)
|
|
|
23.4
|
(e)
|
|
669,875
|
|
|
|
1.00
|
(h)
|
|
|
—
|
|
|
|
7.87
|
|
|
|
26.2
|
|
|
190,999
|
|
|
|
1.00
|
(h)
|
|
|
—
|
|
|
|
6.61
|
|
|
|
18.7
|
|
|
81,441
|
|
|
|
1.00
|
(h)
|
|
|
—
|
|
|
|
5.65
|
|
|
|
33.9
|
|
|
887,524
|
|
|
|
1.82
|
|
|
|
1.82
|
|
|
|
5.18
|
|
|
|
22.9
|
|
|
669,953
|
|
|
|
1.85
|
|
|
|
1.85
|
|
|
|
5.06
|
|
|
|
16.8
|
|
|
576,857
|
|
|
|
1.82
|
(e)
|
|
|
1.84
|
(e),(f)
|
|
|
5.82
|
(e)
|
|
|
23.4
|
(e)
|
|
432,896
|
|
|
|
1.75
|
(h)
|
|
|
—
|
|
|
|
7.14
|
|
|
|
26.2
|
|
|
116,229
|
|
|
|
1.75
|
(h)
|
|
|
—
|
|
|
|
5.94
|
|
|
|
18.7
|
|
|
21,750
|
|
|
|
1.75
|
(e),(h)
|
|
|
—
|
|
|
|
4.85
|
(e)
|
|
|
33.9
|
(e)
|
|
734,855
|
|
|
|
0.85
|
|
|
|
0.85
|
(f)
|
|
|
6.14
|
|
|
|
22.9
|
|
|
349,253
|
|
|
|
0.76
|
(e)
|
|
|
0.76
|
(e),(f)
|
|
|
5.86
|
(e)
|
|
|
16.8
|
(e)
|
|
16,660
|
|
|
|
1.40
|
|
|
|
1.60
|
(f)
|
|
|
3.42
|
|
|
|
19.1
|
|
|
3,697
|
|
|
|
1.40
|
(e)
|
|
|
7.11
|
(e),(f)
|
|
|
2.99
|
(e)
|
|
|
43.5
|
(e)
|
|
192
|
|
|
|
2.15
|
(e)
|
|
|
179.47
|
(e),(f)
|
|
|
2.34
|
(e)
|
|
|
19.1
|
(e)
|
|
5,288
|
|
|
|
1.00
|
|
|
|
1.97
|
(f)
|
|
|
3.69
|
|
|
|
19.1
|
|
|
110
|
|
|
|
1.02
|
(e)
|
|
|
211.90
|
(e),(f)
|
|
|
3.35
|
(e)
|
|
|
43.5
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Calculated based on average shares outstanding
during the period.
|
(b)
|
Total return is calculated without the front-end
sales charge or contingent deferred sales charge, if applicable.
|
(c)
|
Ten months ended August 31, 2010. Effective in 2010,
the fund's fiscal year end was changed from October 31 to August 31.
|
(d)
|
Total return amounts have not been annualized.
|
(e)
|
Computed on an annualized basis.
|
(f)
|
Excludes expense reimbursement from Manager.
|
(g)
|
For the period November 1 to October 31 in the year
indicated.
|
(h)
|
Reflects Manager's contractual expense limit.
|
(i)
|
Period from January 17, 2007 throughOctober 31,
2007. Class C shares recognized $.01 per share of net investment income and incurred a net realized and unrealized loss of
$.02 per share from January 10, 2007, through January 16, 2007.
|
(j)
|
Period from September 27, 2010, date shares first
offered, through August 31, 2011.
|
(k)
|
Period from June 6, 2011, date shares first offered,
through August 31, 2011.
|
(l)
|
Period from June 14, 2012, date shares first offered,
through August 31, 2012.
|
(m)
|
During 2011, the Fund processed a significant (relative
to the Class) "As Of" transaction that resulted in a gain to the remaining shareholders of the Class. In accordance
with the Fund's shareholder processing policies, this benefit inures to all shareholders of the Class. Had such a gain not
been recognized, the total return amounts expressed herein would have been smaller.
|
APPENDIX A - DESCRIPTION OF
BOND RATINGS
Moody’s Investors Service, Inc. Rating Definitions:
Long-Term Obligation Ratings
Moody’s long-term obligation ratings are opinions of the
relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that
a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss
suffered in the event of default.
Aaa:
|
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
|
|
|
Aa:
|
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
|
|
|
A:
|
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
|
|
|
Baa:
|
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
|
|
|
Ba:
|
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
|
|
|
B:
|
Obligations rated B are considered speculative and are subject to high credit risk.
|
|
|
Caa:
|
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
|
|
|
Ca:
|
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
|
|
C:
|
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
|
NOTE: Moody’s appends numerical modifiers, 1, 2, and 3
to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking in the lower
end of that generic rating category.
SHORT-TERM NOTES: The four ratings of Moody’s for short-term
notes are MIG 1, MIG 2, MIG 3, and MIG 4. MIG 1 denotes “best quality, enjoying strong protection from established cash
flows.” MIG 2 denotes “high quality” with “ample margins of protection.” MIG 3 notes are of “favorable
quality...but lacking the undeniable strength of the preceding grades.” MIG 4 notes are of “adequate quality, carrying
specific risk for having protection...and not distinctly or predominantly speculative.”
Description of Moody’s Commercial Paper Ratings:
Moody’s Commercial Paper ratings are opinions of the ability
to repay punctually promissory obligations not having an original maturity in excess of nine months. Moody’s employs the
following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:
Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
Issuers rated Prime-3 (or related supporting institutions) have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime
rating categories.
Description of Standard & Poor’s Corporation’s
Debt Ratings:
A Standard & Poor’s debt rating is a current
assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers, or lessees.
The debt rating is not a recommendation to purchase, sell or
hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.
The ratings are based on current information furnished by the
issuer or obtained by Standard & Poor’s from other sources Standard & Poor’s considers reliable.
Standard & Poor’s does not perform an audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I.
|
Likelihood of default – capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation;
|
|
|
II.
|
Nature of and provisions of the obligation;
|
|
|
III.
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditor’s rights.
|
|
|
AAA:
|
Debt rated “AAA” has the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.
|
|
|
AA:
|
Debt rated “AA” has a very strong capacity to pay interest and repay principal and differs from the highest-rated issues only in small degree.
|
|
|
A:
|
Debt rated “A” has a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
|
|
|
BBB:
|
Debt rated “BBB” is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than for debt in higher-rated categories.
|
|
|
BB, B, CCC, CC:
|
Debt rated "BB," "B," "CCC," and "CC" is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” indicates the lowest degree of speculation and “CC” the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.
|
|
|
C:
|
The rating “C” is reserved for income bonds on which no interest is being paid.
|
|
|
D:
|
Debt rated “D” is in default, and payment of interest and/or repayment of principal is in arrears.
|
Plus (+) or Minus (-): The ratings from “AA” to
“B” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
Provisional Ratings: The letter “p” indicates that
the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the bonds being
rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion
of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment
on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with
respect to such likelihood and risk.
NR:
|
Indicates that no rating has been requested, that there is insufficient information on which to base a rating or that Standard & Poor’s does not rate a particular type of obligation as a matter of policy.
|
Standard & Poor’s, Commercial Paper Ratings
A Standard & Poor’s Commercial Paper Rating is
a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings
are graded into four categories, ranging from “A” for the highest quality obligations to “D” for the lowest.
Ratings are applicable to both taxable and tax-exempt commercial paper. The four categories are as follows:
A:
|
Issues assigned the highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety.
|
|
|
A-1:
|
This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Issues that possess overwhelming safety characteristics will be given a “+” designation.
|
|
|
A-2:
|
Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated “A-1.”
|
|
|
A-3:
|
Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the highest designations.
|
|
|
B:
|
Issues rated “B” are regarded as having only an adequate capacity for timely payment. However, such capacity may be damaged by changing conditions or short-term adversities.
|
|
|
C:
|
This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
|
|
|
D:
|
This rating indicates that the issue is either in default or is expected to be in default upon maturity.
|
The Commercial Paper Rating is not a recommendation to purchase
or sell a security. The ratings are based on current information furnished to Standard & Poor’s by the issuer and
obtained by Standard & Poor’s from other sources it considers reliable. The ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of, such information.
Standard & Poor’s rates notes with a maturity
of less than three years as follows:
SP-1
|
A very strong, or strong, capacity to pay principal and interest. Issues that possess overwhelming safety characteristics will be given a “+” designation.
|
|
|
SP-2
|
A satisfactory capacity to pay principal and interest.
|
|
|
SP-3
|
A speculative capacity to pay principal and interest.
|
Fitch, Inc. Long-Term Credit Ratings
Investment Grade
AAA:
|
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
|
|
|
AA:
|
Very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
|
|
|
A:
|
High credit quality. “A” ratings denote low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
|
|
|
BBB:
|
Good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
|
Speculative Grade
BB:
|
Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
|
|
|
B:
|
Highly speculative. ‘B’ ratings indicate that material credit risk is present.
|
|
|
CCC:
|
Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.
|
|
|
CC:
|
Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.
|
|
|
C:
|
Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.
|
Defaulted obligations typically are not assigned ‘D’
ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects
and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying
vulnerability to default and loss.
Recovery Ratings
Recovery Ratings are assigned to selected individual securities
and obligations. These currently are published for most individual obligations of corporate issuers with IDRs in the ‘B’
rating category and below, and for selected structured finance obligations in low speculative grade.
Among the factors that affect recovery rates for securities
are the collateral, the seniority relative to other obligations in the capital structure (where appropriate), and the expected
value of the company or underlying collateral in distress.
The Recovery Rating scale is based upon the expected relative
recovery characteristics of an obligation upon the curing of a default, emergence from insolvency or following the liquidation
or termination of the obligor or its associated collateral. For structured finance, Recovery Ratings are designed to estimate recoveries
on a forward-looking basis while taking into account the time value of money.
Recovery Ratings are an ordinal scale and do not attempt to
precisely predict a given level of recovery. As a guideline in developing the rating assessments, the agency employs broad theoretical
recovery bands in its ratings approach based on historical averages, but actual recoveries for a given security may deviate materially
from historical averages.
RR1:
|
Outstanding recovery prospects given
default. ‘
RR1’ rated securities have characteristics consistent with securities historically recovering 91%-100%
of current principal and related interest.
|
|
|
RR2:
|
Superior
recovery prospects given default.
‘RR2’ rated securities have characteristics consistent with securities historically
recovering 71%-90% of current principal and related interest.
|
|
|
RR3:
|
Good
recovery prospects given default.
‘RR3’ rated securities have characteristics consistent with securities historically
recovering 51%-70% of current principal and related interest.
|
|
|
RR4:
|
Average
recovery prospects given default.
‘RR4’ rated securities have characteristics consistent with securities historically
recovering 31%-50% of current principal and related interest.
|
|
|
RR5:
|
Below
average recovery prospects given default.
‘RR5’ rated securities have characteristics consistent with securities
historically recovering 11%-30% of current principal and related interest.
|
|
|
RR6:
|
Poor
recovery prospects given default.
‘RR6’ rated securities have characteristics consistent with securities historically
recovering 0%-10% of current principal and related interest.
|
Short-Term Credit Ratings
A short-term issuer or obligation rating is based in all cases
on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations
whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months
for corporate, structured and sovereign obligations, and up to 36 months for obligations in US public finance markets.
F1:
|
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
|
|
|
F2:
|
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
|
|
|
F3:
|
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
|
|
|
B:
|
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
|
|
|
C:
|
High short-term default risk. Default is a real possibility.
|
|
|
RD:
|
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
|
|
|
D:
|
Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.
|
APPENDIX B – RELATED PERFORMANCE
OF THE SUB-ADVISOR
Edge Asset Management, Inc. ("Edge") is the sub-advisor
for the Small-MidCap Dividend Income Fund (the "Fund"). The Fund has limited historical performance. Therefore, the Fund
provides you with the following Performance Results table that shows the performance results of Edge's Small Mid-Cap Value Composite
as well as the performance of the Russell 2500 Value Index, a broad-based securities market index comparable to Edge's composite.
Edge's composite consists of historical information about
all client accounts Edge manages that have investment objectives, policies, and strategies substantially similar to those of the
Fund. The composite is provided to illustrate Edge's past performance in managing accounts with investment objectives and strategies
substantially similar to those of the Fund. The composite does not represent the performance of the Fund. Edge's composite is
provided for time periods during which the Fund did not exist and, therefore, had no performance.
Edge computes its composite performance based upon its asset
weighted average performance with regard to accounts it manages that have investment objectives, policies, and strategies substantially
similar to those of the Fund. Edge’s composite performance results are net of all fees and expenses incurred by any client
account in the composite. If Edge's composite performance results were to be adjusted to reflect the fees and expenses of the
Fund, the composite performance results shown would be lower. Although the Fund and the client accounts comprising the Edge composite
have substantially similar investment objectives, policies, and strategies, you should not assume that the Fund will achieve the
same performance as the composite. For example, the Fund’s future performance may be better or worse than the composite's
performance due to, among other things, differences in sales charges, expenses, asset sizes, and cash flows of the Fund and those
of the client accounts represented in the composite.
The client accounts in Edge’s composite can change
from time-to-time. Some of the accounts included in the Edge composite are not mutual funds registered under the Investment Company
Act of 1940 (“1940 Act”). Those accounts are not subject to investment limitations, diversification requirements,
and other restrictions imposed by the 1940 Act and the Internal Revenue Code. If such requirements were applicable to these accounts,
the performance of the composite shown below may have been lower.
Portions of the information below are based on data supplied
by Edge and from statistical services, reports, or other sources believed by Principal Management Corporation (“Principal”)
to be reliable. However, Principal has not verified or audited such information.
The effect of taxes is not reflected in the composite performance
information below because the effect would depend on each client's tax status.
Current performance of the Edge composite may be lower or higher
than the performance data shown below.
PERFORMANCE RESULTS
|
Average Annual Total Returns
(through September 30, 2012)
|
YTD
|
1
YR
|
3
YR
|
Life
of Fund
|
Small-MidCap Dividend Income Fund (commenced operations
June 6, 2011)
|
|
|
|
|
Class
A Return Before Taxes
|
6.22%
|
22.77%
|
N/A
|
3.82%
|
Class
A Return After Taxes and Distributions
|
5.41%
|
21.55%
|
N/A
|
2.83%
|
Class
A Return After Taxes and Distributions and Sale of Fund Shares
|
4.03%
|
14.93%
|
N/A
|
2.70%
|
Class
C Return Before Taxes
|
10.83%
|
27.94%
|
N/A
|
7.42%
|
Class
P Return Before Taxes
|
12.64%
|
30.37%
|
N/A
|
9.50%
|
Edge
Small Mid-Cap Value Composite*
|
|
|
16.55%
|
|
Russell
2500 Value Index
|
14.47%
|
32.15%
|
13.05%
|
5.63%
|
The returns for Class C shares are based on the performance
of the Institutional Class shares adjusted to reflect the fees and expenses of Class C shares. The adjustments result in performance
for such periods that is no higher than the historical performance of the Institutional Class shares. The Institutional Class shares
were first sold on June 6, 2011.
In the table above, “N/A” means not available
because the Fund didn’t exist at that time.
* The effect of taxes is not reflected in the composite
performance information above because the effect would depend on each client's tax status.
ADDITIONAL INFORMATION
Additional information about the Fund (including the Fund’s
policy regarding the disclosure of portfolio securities) is available in the Statement of Additional Information dated December
28, 2012, which is incorporated by reference into this prospectus. Additional information about the Funds’ investments is
available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find
a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during
the last fiscal year. The Statement of Additional Information and the Fund’s annual and semi-annual reports can be obtained
free of charge by writing Principal Funds, P.O. Box 8024, Boston, MA 02266-8024. In addition, the Fund makes its Statement of
Additional Information and annual and semi-annual reports available, free of charge, on our website www.PrincipalFunds.com. To
request this and other information about the Fund and to make shareholder inquiries, telephone 1-800-222-5852.
Information about the Fund (including the Statement of Additional
Information) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Reports
and other information about the Fund are available on the EDGAR Database on the Commission’s internet site at http:// www.sec.gov.
Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov, or by writing the Commission’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520.
The U.S. government does not insure or guarantee an investment
in any of the Funds.
Shares of the Funds are not deposits or obligations of, or guaranteed
or endorsed by, any financial institution, nor are shares of the Funds federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency.
Principal Funds, Inc. SEC File 811-07572
PRINCIPAL
FUNDS, INC. (“PFI”)
Class J Shares
The date of this Prospectus is December
28, 2012.
Ticker
Symbols
|
Fund
|
Class
J
|
Bond Market Index
|
PBIJX
|
Preferred Securities
|
PPSJX
|
The Securities and Exchange Commission
has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
TABLE OF
CONTENTS
FUND SUMMARIES
Bond Market Index Fund
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3
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Preferred Securities Fund
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6
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CERTAIN INFORMATION COMMON TO ALL FUNDS
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10
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ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS
|
10
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PORTFOLIO HOLDINGS INFORMATION
|
19
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MANAGEMENT OF THE FUNDS
|
19
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PRICING OF FUND SHARES
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21
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PURCHASE OF FUND SHARES
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22
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REDEMPTION OF FUND SHARES
|
23
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EXCHANGE OF FUND SHARES
|
25
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DIVIDENDS AND DISTRIBUTIONS
|
26
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FREQUENT PURCHASES AND REDEMPTIONS
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27
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TAX CONSIDERATIONS
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28
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THE COSTS OF INVESTING
|
29
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DISTRIBUTION PLANS AND INTERMEDIARY COMPENSATION
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30
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FUND ACCOUNT INFORMATION
|
31
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FINANCIAL HIGHLIGHTS
|
33
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APPENDIX A
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36
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ADDITIONAL INFORMATION
|
41
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Bond
Market Index Fund
|
Objective:
|
The Fund seeks to provide current income.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
|
Class
J
|
Maximum Deferred Sales Charge (Load) (as a percentage of the offering
price or NAV at the time Sales Load is paid, whichever is less)
|
1.00%
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
J
|
Management Fees
|
0.25%
|
Distribution and/or Service (12b-1) Fees
|
0.45
|
Other Expenses
|
0.37
|
Total Annual Fund Operating Expenses
|
1.07%
|
Expense Reimbursement
(1)
|
0.20
|
Total
Annual Fund Operating Expenses After Expense Reimbursement
|
0.87%
|
|
|
|
(1)
|
Principal Funds Distributor, Inc. ("the Distributor")
has contractually agreed to limit the Distribution Fees
attributable to Class J through December 31, 2013. The
limit will maintain the level of Distribution Fees not
to exceed 0.25%. It is expected that the expense limit
will continue through the period disclosed; however, Principal
Funds, Inc. and the Distributor, the parties to the agreement,
may agree to terminate the expense limit prior to the end
of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class J
|
$189
|
$320
|
$571
|
$1,288
|
You would pay the following expenses if you did
not redeem your shares:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class J
|
$89
|
$320
|
$571
|
$1,288
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s annualized portfolio turnover rate was 144.0% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in debt securities held by the Barclays U.S. Aggregate Bond Index
(the "Index") at the time of purchase. The Index is composed of investment grade, fixed rate debt issues, including
government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. The Fund employs a passive
investment approach designed to attempt to track the performance of the Index. Under normal circumstances, the Fund maintains
an average portfolio duration that is in line with the duration of the Barclays U.S. Aggregate Bond Index, which as of August
31, 2012 was 4.99 years. The Fund actively trades portfolio securities.
Principal Risks
The Fund may be an appropriate investment for investors interested
in investing in a fixed-income mutual fund and preferring a passive, rather than active, management style.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio
securities may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover
rates and increased brokerage costs.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Index Fund Investment Risk.
More likely than not, an
index fund will not provide investment performance that matches the index performance due to cashflows and the fees and expenses
of the fund.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Prepayment Risk.
Unscheduled prepayments on mortgage-backed
and asset-backed securities may have to be reinvested at lower rates. A reduction in prepayments may increase the effective maturities
of these securities, exposing them to the risk of decline in market value over time (extension risk).
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
U.S. Government Securities Risk.
Yields available from
U.S. government securities are generally lower than yields from many other fixed-income securities.
U.S. Government Sponsored Securities Risk.
Securities
issued by U.S. government-sponsored or -chartered enterprises such as the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, and the Federal Home Loan Banks are not issued or guaranteed by the U.S. Treasury.
Performance
The following information provides an indication of the risks
of investing in the Fund. The bar chart shows the investment returns of the Fund’s Class J shares for each full calendar
year of operations for 10 years (or, if shorter, the life of the Fund). These annual returns do not reflect sales charges; if they
did, returns would be lower. The table shows, for Class J shares of the Fund and for the last one, five, and ten calendar year
periods (or, if shorter, the life of the Fund), how the Fund’s average annual total returns compare to the returns of one
or more broad-based market indices. Past performance (before and after taxes) is not necessarily an indication of how the Fund
will perform in the future. You may get updated performance information online at www.principalfunds.com or by calling 1-800-222-5852.
Life of Fund returns are measured from December 30, 2009, the
date the Class J shares were first sold.
Total Returns as of December 31 each year (Class J shares)
(1)
Highest return for a quarter during the period of the bar chart above:
|
Q3 ‘11
|
3.60%
|
Lowest return for a quarter during the period of the bar chart above:
|
Q4 ‘10
|
-1.49%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 3.33% for Class J shares.
|
Average
Annual Total Returns
|
For
the periods ended 12/31/2011
|
1 Year
|
Life
of Fund
|
Class
J Return Before Taxes
|
5.77%
|
5.72%
|
Class
J Return After Taxes on Distributions
|
5.06
|
5.08
|
Class
J Return After Taxes on Distribution and Sale of Fund Shares
|
3.75
|
4.51
|
Barclays Aggregate Bond Index (reflects no deduction for fees, expenses,
or taxes)
|
7.84
|
7.09
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Mellon Capital Management Corporation
|
·
|
David C. Kwan (since 2009), Managing Director, Fixed Income Management and Trading
|
|
·
|
Gregg Lee (since 2010), Vice President, Senior Portfolio Manager, Fixed Income
|
|
·
|
Zandra Zelaya (since 2009), Vice President, Portfolio Manager, Fixed-Income
|
For Important Information About:
|
·
|
purchase and
sales of Fund shares,
please turn to “Certain
Information Common to
all Funds - Purchase
and Sale of Fund Shares”
at page 10 of the Prospectus;
|
|
·
|
taxes, please
turn to “Certain
Information Common to
all Funds - Tax Information”
at page 10 of the Prospectus;
and
|
|
·
|
financial intermediary
compensation, please
turn to “Certain
Information Common to
all Funds - Payments
to Broker-Dealers and
Other Financial Intermediaries”
at page 10 of the Prospectus.
|
Preferred Securities Fund
|
Objective:
|
The Fund seeks to provide current income.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
|
Class
J
|
Maximum Deferred Sales Charge (Load) (as a percentage of the offering
price or NAV at the time Sales Load is paid, whichever is less)
|
1.00%
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Class
J
|
Management Fees
|
0.71%
|
Distribution and/or Service (12b-1) Fees
|
0.45
|
Other Expenses
|
0.30
|
Total Annual Fund Operating Expenses
|
1.46%
|
Expense Reimbursement
(1)
|
0.20
|
Total Annual Fund Operating Expenses After Expense
Reimbursement
|
1.26%
|
|
|
|
(1)
|
Principal Funds Distributor, Inc. ("the Distributor")
has contractually agreed to limit the Distribution Fees
attributable to Class J through December 31, 2013. The
limit will maintain the level of Distribution Fees not
to exceed 0.25%. It is expected that the expense limit
will continue through the period disclosed; however, Principal
Funds, Inc. and the Distributor, the parties to the agreement,
may agree to terminate the expense limit prior to the end
of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class J
|
$228
|
$442
|
$778
|
$1,729
|
You would pay the following expenses if you did
not redeem your shares:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Class J
|
$128
|
$442
|
$778
|
$1,729
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s annualized portfolio turnover rate was 22.9% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in preferred securities at the time of purchase. Preferred securities
generally pay fixed rate dividends (though some are adjustable rate) and typically have "preference" over common stock
in the payment of dividends and the liquidation of a company's assets, but are junior to all forms of the company's debt. Most
of the securities purchased by the Fund are preferred securities of companies rated at the time of purchase BBB- or higher by
Standard & Poor's Rating Service ("S&P") or Baa3 or higher by Moody's Investor Service, Inc. ("Moody's")
or, if unrated, of comparable quality in the opinion of the Sub-Advisor. The Fund also invests up to 15% of its assets in below
investment grade bonds (sometimes called “high yield bonds” or "junk bonds") which are rated at the time
of
purchase Ba1 or lower by Moody's and BB+ or lower by S&P
(if the bond has been rated by only one of those agencies, that rating will determine whether the bond is below investment grade;
if the bond has not been rated by either of those agencies, the Sub-Advisor will determine whether the bond is of a quality comparable
to those rated below investment grade).
The Fund concentrates its investments (invests more than
25% of its net assets) in securities in the U.S. and non-U.S financial services (i.e., banking, insurance and commercial finance,)
industry. The Fund also regularly invests in the real estate investment trust (i.e. REIT) and utility industries.
Principal Risks
The Fund may be an appropriate investment for investors who
are seeking dividends to generate income or to reinvest for growth and are willing to accept fluctuations in the value of the investment.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Industry Concentration Risk (Financial Services).
A fund
that concentrates investments in a particular industry or group of industries has greater exposure than other funds to market,
economic and other factors affecting that industry or group of industries. A fund concentrating in financial services companies
may be more susceptible to adverse economic or regulatory occurrences affecting financial services companies. Financial companies
may be adversely affected in certain market cycles, including periods of rising interest rates, which may restrict the availability
and increase the cost of capital, and declining economic conditions, which may cause credit losses due to financial difficulties
of borrowers. Because many types of financial companies are especially vulnerable to these economic cycles, the Fund’s investments
in these companies may lose significant value during such periods.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will indirectly
bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Performance
The following information provides an indication of the risks
of investing in the Fund. The bar chart shows the investment returns of the Fund’s Class J shares for each full calendar
year of operations for 10 years (or, if shorter, the life of the Fund). These annual returns do not reflect sales charges; if they
did, returns would be lower. The table shows, for Class J shares of the Fund and for the last one, five, and ten calendar year
periods (or, if shorter, the life of the Fund), how the Fund’s average annual total returns compare to the returns of one
or more broad-based market indices. Past performance (before and after taxes) is not necessarily an indication of how the Fund
will perform in the future. You may get updated performance information online at www.principalfunds.com or by calling 1-800-222-5852.
Class J shares were first sold on December 29, 2003. The returns
for the periods prior to that date are based on the performance of the Institutional Class shares adjusted to reflect the fees
and expenses of Class J shares. The adjustments result in performance for such periods that is no higher than the historical performance
of the Institutional Class shares. The Institutional Class shares were first sold on May 1, 2002.
Performance of a blended index shows how the Fund's performance
compares to an index with similar investment objectives. Performance of the components of the blended index are also shown. The
weightings for the Preferreds Blended Index are 50% BofA Merrill Lynch Fixed Rate Preferred Securities and 50% Barclays U.S. Tier
I Capital Securities Index. The custom or blended index returns reflect the allocation in effect for the time period(s) for which
fund returns are disclosed. Previous weightings or allocations of the custom or blended index are not restated.
Total Returns as of December 31 each year (Class J shares)
(1)
Highest return for a quarter during the period of the bar chart above:
|
Q2 ‘09
|
38.56%
|
Lowest return for a quarter during the period of the bar chart above:
|
Q3 ‘08
|
-21.11%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 15.24% for Class J shares.
|
Average Annual Total Returns
|
For the periods
ended 12/31/2011
|
1 Year
|
5 Years
|
Life
of Fund
|
Class J Return Before Taxes
|
0.04%
|
3.67%
|
4.41%
|
Class J Return After Taxes on Distributions
|
-1.80
|
1.66
|
2.68
|
Class J Return After Taxes on Distribution and Sale of Fund Shares
|
0.35
|
2.00
|
2.80
|
BofA Merrill Lynch Fixed Rate Preferred Securities Index (reflects no deduction for fees, expenses, or taxes)
|
4.11
|
-1.19
|
2.42
|
Barclays U.S. Tier I Capital Securities Index (reflects no deduction for fees, expenses, or taxes)
|
-0.53
|
1.71
|
4.87
|
Preferreds Blended Index (reflects no deduction for fees, expenses, or taxes)
|
1.81
|
0.01
|
3.38
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Spectrum Asset Management, Inc.
|
·
|
Fernando "Fred" Diaz (since 2010), Portfolio Manager
|
|
·
|
Roberto Giangregorio (since 2010), Portfolio Manager
|
|
·
|
L. Phillip Jacoby, IV (since 2002), Chief Investment Officer and Portfolio Manager
|
|
·
|
Manu Krishnan (since 2010), Portfolio Manager
|
|
·
|
Mark A. Lieb (since 2009), President and Chief Executive Officer
|
For Important Information About:
|
·
|
purchase and
sales of Fund shares,
please turn to “Certain
Information Common to
all Funds - Purchase
and Sale of Fund Shares”
at page 10 of the Prospectus;
|
|
·
|
taxes, please
turn to “Certain
Information Common to
all Funds - Tax Information”
at page 10 of the Prospectus;
and
|
|
·
|
financial intermediary
compensation, please
turn to “Certain
Information Common to
all Funds - Payments
to Broker-Dealers and
Other Financial Intermediaries”
at page 10 of the Prospectus.
|
CERTAIN INFORMATION COMMON TO
ALL FUNDS
Purchase and Sale of Fund Shares
Purchase minimums per fund (some exceptions apply):
·
Initial Investment
|
$1,000
|
·
For accounts with an Automatic Investment Plan (AIP)
|
$100
|
·
Subsequent Investments
|
$100
|
·
For accounts with an AIP, the subsequent automatic investments must total $1,200 annually if the initial $1,000 minimum has not been met.
|
You may purchase or redeem shares on any business day (normally
any day when the New York Stock Exchange is open for regular trading) through your Financial Professional; by sending a written
request to Principal Funds at P.O. Box 55904, Boston, MA 02266-55904 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight
mail); calling us at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally subject
to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you are tax-exempt
or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related
services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson
to recommend the Fund over another investment, or to recommend one share class of the Fund over another share class. Ask your salesperson
or visit your financial intermediary’s website for more information.
ADDITIONAL INFORMATION ABOUT
INVESTMENT STRATEGIES AND RISKS
Each Fund’s investment objective is described in the
summary section for each Fund. The summary section also describes each Fund’s principal investment strategies, including
the types of securities in which each Fund invests, and the principal risks of investing in each Fund. The principal investment
strategies are not the only investment strategies available to each Fund, but they are the ones each Fund primarily uses to achieve
its investment objective.
The Board of Directors may change each Fund's objective
or the investment strategies without a shareholder vote if it determines such a change is in the best interests of the Fund. If
there is a material change to a Fund's investment objective or investment strategies, you should consider whether the Fund remains
an appropriate investment for you. There is no guarantee that each Fund will meet its objective.
The investment strategies identified in this section provide
specific information about each Fund, but there are some general principles the sub-advisors apply in making investment decisions.
When making decisions about whether to buy or sell equity securities, the sub-advisors may consider, among other things, a company’s
strength in fundamentals, its potential for earnings growth over time, its ability to navigate certain macroeconomic environments,
and the current price of its securities relative to their perceived worth and relative to others in its industry. When making
decisions about whether to buy or sell fixed-income investments, the sub-advisors may consider, among other things, the strength
of certain sectors of the fixed-income market relative to others, interest rates, the macroeconomic backdrop, the balance between
supply and demand for certain asset classes, other general market conditions, and the credit quality of individual issuers.
Each Fund is designed to be a portion of an investor's portfolio.
No Fund is intended to be a complete investment program. Investors should consider the risks of a Fund before making an investment
and be prepared to maintain the investment during periods of adverse market conditions. It is possible to lose money by investing
in each Fund.
The following table lists each Fund and identifies whether the
strategies and risks discussed in this section (listed in alphabetical order) are principal, non-principal, or not applicable to
each Fund. A Fund is subject to Risk of Being an Underlying Fund to the extent that a fund of funds invests in the Fund. The Statement
of Additional Information ("SAI") contains additional information about investment strategies and their related risks.
INVESTMENT
STRATEGIES AND RISKS
|
BOND
MARKET INDEX
|
PREFERRED
SECURITIES
|
Asset-Backed
Securities & Mortgage-Backed Securities
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Principal
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Non-Principal
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Convertible
Securities
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Not
Applicable
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Non-Principal
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Derivatives
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Non-Principal
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Not
Applicable
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Equity
Securities
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Not
Applicable
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Principal
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Fixed
Income Securities
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Principal
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Principal
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Foreign
Securities
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Non-Principal
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Principal
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High
Yield Securities
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Not
Applicable
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Principal
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Index
Funds
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Principal
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Not
Applicable
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Industry
Concentration
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Not
Applicable
(2)
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Principal
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Initial
Public Offerings ("IPOs")
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Not
Applicable
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Non-Principal
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Liquidity
Risk
(1)
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Non-Principal
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Non-Principal
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Management
Risk
(1)
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Non-Principal
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Non-Principal
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Market
Volatility and Issuer Risk
(1)
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Non-Principal
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Non-Principal
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Municipal
Obligations and AMT-Subject Bonds
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Non-Principal
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Not
Applicable
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Portfolio
Turnover
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Principal
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Non-Principal
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Preferred
Securities
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Not
Applicable
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Principal
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Real
Estate Investment Trusts
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Non-Principal
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Principal
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Real
Estate Securities
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Principal
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Principal
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Small
and Medium Market Capitalization Companies
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Non-Principal
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Non-Principal
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Temporary
Defensive Measures
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Non-Principal
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Non-Principal
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Underlying
Funds
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Principal
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Principal
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(1)
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These risks are not deemed principal for purposes of this table because they apply to almost all funds; however, in certain
circumstances, they could significantly affect the net asset value, yield, and total return.
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(2)
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The Index Fund may concentrate its
investments in a particular industry only to the extent
that the relevant index is so concentrated.
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Asset-Backed Securities and Mortgage-Backed Securities
Asset-backed securities (“ABS”) are fixed income
instruments secured by and payable from assets such as installment sales or loan contract (such as auto, home equity, or student
loans) receivables, leases, credit card receivables, and other receivables. Mortgage-backed securities (“MBS”) represent
interests in underlying pools of mortgages. Some can be commercial mortgage-backed securities, which are secured by commercial
or multi-family properties (“CMBS”). Certain asset-backed securities present a heightened level of risk because, in
the event of default, the liquidation value of the underlying assets may be inadequate to pay any unpaid principal or interest.
The value of mortgage-backed and asset-backed securities may be affected by changes in credit quality or value of the mortgage
loans or other assets that support the securities. In addition, for mortgage-backed securities, when market conditions result in
an increase in the default rates on the underlying mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full amount of accrued interest and principal on these investments
may be doubtful. To the extent that the mortgages underlying mortgage-backed securities or asset-backed securities are sub-prime
mortgages (mortgages granted to borrowers whose credit histories would not support conventional mortgages), the risk of default
is higher. These defaults have caused unexpected losses for loan originators and certain sub-prime lenders. The structure of some
of these securities may be complex and there may be less available information than for other types of debt securities. If interest
rates fall and the loans underlying these securities are prepaid faster than expected, the fund may have to reinvest the prepaid
principal in lower yielding securities, thus reducing the fund’s income. Conversely, if interest rates increase and the loans
underlying the securities are prepaid more slowly than expected, the expected duration of the securities may be extended. This
reduces the potential for the fund to invest the principal in higher yielding securities.
Convertible Securities
Convertible securities are usually fixed-income securities that
a fund has the right to exchange for equity securities at a specified conversion price. Convertible securities could also include
corporate bonds, notes or preferred stocks of U.S. or foreign issuers. The option allows the fund to realize additional returns
if the market price of the equity securities exceeds the conversion price. For example, the fund may hold fixed-income securities
that are convertible into shares of common stock at a conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income
securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying
equity securities. Thus, convertible securities may provide lower returns than non-convertible fixed-income securities or equity
securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit the
fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
The fund treats convertible securities as both fixed-income
and equity securities for purposes of investment policies and limitations because of their unique characteristics. Funds that invest
in convertible securities may invest in convertible securities that are below investment grade. Many convertible securities are
relatively illiquid.
Derivatives
A fund may invest in certain derivative strategies to earn income,
manage or adjust the risk profile of the fund, replace more direct investments, or obtain exposure to certain markets. Generally,
a derivative is a financial arrangement, the value of which is derived from, or based on, a traditional security, asset, or market
index. Certain derivative securities are described more accurately as index/structured securities. Index/structured securities
are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies,
interest rates, indices, or other financial indicators (reference indices).
There are many different types of derivatives and many different
ways to use them. Futures, forward contracts, and options are commonly used for traditional hedging purposes to attempt to protect
a fund from exposure to changing interest rates, securities prices, asset values, or currency exchange rates and as a low-cost
method of gaining exposure to a particular market without investing directly in those securities or assets. A fund may enter into
put or call options, futures contracts, options on futures contracts, over-the-counter swap contracts (e.g., interest rate swaps,
total return swaps and credit default swaps), currency futures contracts and options, options on currencies, and forward currency
contracts for both hedging and non-hedging purposes. A fund also may use foreign currency options and foreign currency forward
contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to
another. A forward currency contract involves a privately negotiated obligation to purchase or sell a specific currency at a future
date at a price set in the contract. A fund will not hedge currency exposure to an extent greater than the approximate aggregate
market value of the securities held or to be purchased by the fund (denominated or generally quoted or currently convertible into
the currency). A fund may enter into forward commitment agreements (not as a principal investment strategy), which call for the
fund to purchase or sell a security on a future date at a fixed price. A fund may also enter into contracts to sell its investments
either on demand or at a specific interval.
Generally, a fund may not invest in a derivative security unless
the reference index or the instrument to which it relates is an eligible investment for the fund or the reference currency relates
to an eligible investment for the fund.
The return on a derivative security may increase or decrease,
depending upon changes in the reference index or instrument to which it relates. If a fund's Sub-Advisor hedges market conditions
incorrectly or employs a strategy that does not correlate well with the fund's investment, these techniques could result in a loss.
These techniques may increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of
the risk assumed.
The risks associated with derivative investments include:
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the risk that the underlying security, interest rate, market index, or other financial asset will not move in the direction
Principal Management Corporation (“Principal”) and/or Sub-Advisor anticipated;
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the possibility that there may be no liquid secondary market which may make it difficult or impossible to close out a position
when desired;
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the risk that adverse price movements in an instrument can result in a loss substantially greater than a fund's initial investment;
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the possibility that the counterparty may fail to perform its obligations; and
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the inability to close out certain hedged positions to avoid adverse tax consequences.
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Swap agreements involve the risk that the party with whom the
fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet
its obligations to pay the other party to the agreement.
Credit default swap agreements involve special risks because
they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that
has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit
downgrade or other indication of financial difficulty). Credit default swaps can increase credit risk because the fund has exposure
to both the issuer of the referenced obligation and the counterparty to the credit default swap.
Forward and futures contracts are subject to special risk considerations.
The primary risks associated with the use of these contracts are (a) the imperfect correlation between the change in market value
of the instruments held by the fund and the price of the forward or futures contract; (b) possible lack of a liquid secondary market
for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused
by unanticipated market movements, which are potentially unlimited; (d) the sub-advisor’s inability to predict correctly
the direction of securities prices, interest rates, currency exchange rates, asset values, and other economic factors; (e) the
possibility that the counterparty will default in the performance of its obligations; and (f) if the fund has insufficient cash,
it may have to sell securities from its portfolio to meet daily variation margin requirements, and the fund may have to sell securities
at a time when it may be disadvantageous to do so.
For currency contracts, there is also a risk of government action
through exchange controls that would restrict the ability of the fund to deliver or receive currency.
Some of the risks associated with options include imperfect
correlation, counterparty risk, and an insufficient liquid secondary market for particular options.
Equity Securities
Equity securities include common stocks, convertible securities,
depositary receipts, rights (a right is an offering of common stock to investors who currently own shares which entitle them to
buy subsequent issues at a discount from the offering price), and warrants (a warrant grants its owner the right to purchase securities
from the issuer at a specified price, normally higher than the current market price). Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. The value of a company's stock may fall as a result of factors directly relating
to that company, such as decisions made by its management or lower demand for the company's products or services. A stock's value
may also fall because of factors affecting not just the company, but also companies in the same industry or in a number of different
industries, such as increases in production costs. The value of a company's stock may also be affected by changes in financial
markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates.
In addition, a company's stock generally pays dividends only after the company invests in its own business and makes required payments
to holders of its bonds and other debt. For this reason, the value of a company's stock will usually react more strongly than its
bonds and other debt to actual or perceived changes in the company's financial condition or prospects. Some funds focus their investments
on certain market capitalization ranges. Market capitalization is defined as total current market value of a company's outstanding
equity securities. The market capitalization of companies in the fund’s portfolios and their related indexes will change
over time and, the fund will not automatically sell a security just because it falls outside of the market capitalization range
of its index(es). Stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies.
Fixed-Income Securities
Fixed-income securities include bonds and other debt instruments
that are used by issuers to borrow money from investors (some examples include corporate bonds, convertible securities, mortgage-backed
securities, U.S. government securities and asset-backed securities). The issuer generally pays the investor a fixed, variable,
or floating rate of interest. The amount borrowed must be repaid at maturity. Some debt securities, such as zero coupon bonds,
do not pay current interest, but are sold at a discount from their face values.
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Interest Rate Changes: Fixed-income securities are sensitive
to changes in interest rates. In general, fixed-income security prices rise when interest rates fall and fall when interest rates
rise. If interest rates fall, issuers of callable bonds may call (repay) securities with high interest rates before their maturity
dates; this is known as call
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risk. In this case, a fund would likely reinvest
the proceeds from these securities at lower interest rates, resulting in a decline in the fund's income. Average duration is a
mathematical calculation of the average life of a bond (or bonds in a bond fund) that serves as a useful measure of its price risk.
Duration is an estimate of how much the value of the bonds held by a fund will fluctuate in response to a change in interest rates.
For example, if a fund has an average duration of 4 years and interest rates rise by 1%, the value of the bonds held by the fund
will decline by approximately 4%, and if the interest rates decline by 1%, the value of the bonds held by the fund will increase
by approximately 4%. Longer term bonds and zero coupon bonds are generally more sensitive to interest rate changes. Duration, which
measures price sensitivity to interest rate changes, is not necessarily equal to average maturity.
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Credit Risk: Fixed-income security prices are also affected by the credit quality of the issuer. Investment grade debt
securities are medium and high quality securities. Some bonds, such as lower grade or "junk" bonds, may have speculative
characteristics and may be particularly sensitive to economic conditions and the financial condition of the issuers. Credit risk
refers to the possibility that the issuer of the security will not be able to make principal and interest payments when due.
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Foreign Securities
Principal defines foreign securities as those issued by:
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companies with their principal place of business or principal office outside the U.S. or
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companies whose principal securities trading market is outside the U.S.
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Depending on the fund, the fund may invest in securities of
developed markets, developing (also called "emerging") markets, or both. Usually, the term "emerging market country"
means any country which is considered to be an emerging country by the international financial community (including the MSCI Emerging
Markets Index or has a sovereign debt rating of BBB+ or lower based on the lower of S&P and Moody’s ratings). These countries
generally include every nation in the world except the United States, Canada, Japan, Australia, New Zealand, and most nations located
in Western Europe.
Foreign companies may not be subject to the same uniform accounting,
auditing, and financial reporting practices as are required of U.S. companies. In addition, there may be less publicly available
information about a foreign company than about a U.S. company. Securities of many foreign companies are less liquid and more volatile
than securities of comparable U.S. companies. Commissions on foreign securities exchanges may be generally higher than those on
U.S. exchanges.
Foreign markets also have different clearance and settlement
procedures than those in U.S. markets. In certain markets there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct these transactions. Delays in settlement could result
in temporary periods when a portion of fund assets is not invested and earning no return. If a fund is unable to make intended
security purchases due to settlement problems, the fund may miss attractive investment opportunities. In addition, a fund may incur
a loss as a result of a decline in the value of its portfolio if it is unable to sell a security.
With respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect a fund's
investments in those countries. In addition, a fund may also suffer losses due to nationalization, expropriation, or differing
accounting practices and treatments. Investments in foreign securities are subject to laws of the foreign country that may limit
the amount and types of foreign investments. Changes of governments or of economic or monetary policies, in the U.S. or abroad,
changes in dealings between nations, currency convertibility or exchange rates could result in investment losses for a fund. Finally,
even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial relative to the actual
market values and may be unfavorable to fund investors. To protect against future uncertainties in foreign currency exchange rates,
the funds are authorized to enter into certain foreign currency exchange transactions.
Foreign securities are often traded with less frequency and
volume, and therefore may have greater price volatility, than is the case with many U.S. securities. Brokerage commissions, custodial
services, and other costs relating to investment in foreign countries are generally more expensive than in the U.S. Though the
fund intends to acquire the securities of foreign issuers where there are public trading markets, economic or political turmoil
in a country in which a fund has a significant portion of its assets or deterioration of the relationship between the U.S. and
a foreign country may reduce the liquidity of a fund's portfolio. The fund may have difficulty meeting a large number of redemption
requests. Furthermore, there may be difficulties in obtaining or enforcing judgments against foreign issuers.
A fund may choose to invest in a foreign company by purchasing
depositary receipts. Depositary receipts are certificates of ownership of shares in a foreign-based issuer held by a bank or other
financial institution. They are alternatives to purchasing the underlying security but are subject to the foreign securities risks
to which they relate.
Investments in companies of developing (also called "emerging")
countries are subject to higher risks than investments in companies in more developed countries. These risks include:
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increased social, political, and economic instability;
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a smaller market for these securities and low or nonexistent volume of trading that results in a lack of liquidity and in greater
price volatility;
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lack of publicly available information, including reports of payments of dividends or interest on outstanding securities;
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foreign government policies that may restrict opportunities, including restrictions on investment in issuers or industries
deemed sensitive to national interests;
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relatively new capital market structure or market-oriented economy;
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the possibility that recent favorable economic developments may be slowed or reversed by unanticipated political or social
events in these countries;
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restrictions that may make it difficult or impossible for the fund to vote proxies, exercise shareholder rights, pursue legal
remedies, and obtain judgments in foreign courts; and
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possible losses through the holding of securities in domestic and foreign custodial banks and depositories.
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In addition, many developing countries have experienced substantial
and, in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have
had and may continue to have negative effects on the economies and securities markets of those countries.
Repatriation of investment income, capital, and proceeds of
sales by foreign investors may require governmental registration and/or approval in some developing countries. A fund could be
adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.
Further, the economies of developing countries generally are
heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers,
exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the
countries with which they trade.
High Yield Securities
Debt securities rated at the time of purchase BB+ or lower by
Standard & Poor's Ratings Services or Ba1 or lower by Moody's or, if not rated, determined to be of equivalent quality by Principal
or the Sub-Advisor are sometimes referred to as high yield or "junk bonds" and are considered speculative; such securities
could be in default at time of purchase.
Investment in high yield bonds involves special risks in addition
to the risks associated with investment in highly rated debt securities. High yield bonds may be regarded as predominantly speculative
with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, such securities may, under certain
circumstances, be less liquid than higher rated debt securities.
Analysis of the creditworthiness of issuers of high yield securities
may be more complex than for issuers of higher quality debt securities. The ability of a fund to achieve its investment objective
may, to the extent of its investment in high yield bonds, be more dependent on such credit analysis than would be the case if the
fund were investing in higher quality bonds.
High yield bonds may be more susceptible to real or perceived
adverse economic and competitive industry conditions than higher-grade bonds. The prices of high yield bonds have been found to
be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. If the issuer of high yield bonds defaults, a fund may incur additional expenses to seek
recovery. To the extent that such high yield issuers undergo a corporate restructuring, such high yield securities may become exchanged
for or converted into reorganized equity of the underlying issuer. High yield bonds oftentimes include complex legal covenants
that impose various degrees of restriction on the issuer’s ability to take certain actions, such as distribute cash to equity
holders, incur additional indebtedness, and dispose of assets. To the extent that a bond indenture or loan agreement does not contain
sufficiently protective covenants or otherwise permits the issuer to take certain actions to the detriment of the holder of the
fixed-income security, the underlying value of such fixed-income security may decline.
The secondary market on which high yield bonds are traded may
be less liquid than the market for higher-grade bonds. Less liquidity in the secondary trading market could adversely affect the
price at which a fund could sell a high yield bond and could adversely affect and cause large fluctuations in the daily price of
the fund's shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value
and liquidity of high yield bonds, especially in a thinly traded market.
The use of credit ratings for evaluating high yield bonds also
involves certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value
risk of high yield bonds. Also, credit rating agencies may fail to change credit ratings in a timely manner to reflect subsequent
events. If a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the security if
Principal or Sub-Advisor thinks it is in the best interest of shareholders.
Index Funds
Index funds generally attempt to mirror the investment performance
of the index by allocating the fund's assets in approximately the same weightings as the index. However, it is unlikely that the
fund's performance will perfectly correlate with the index performance for a variety of reasons. The correlation between fund performance
and index performance may be affected by the fund's expenses, changes in securities markets, changes in the composition of the
index and the timing of purchases and sales of fund shares. Because of the difficulty and expense of executing relatively small
securities trades, index funds may not always be invested in the less heavily weighted securities and may at times be weighted
differently than the index.
Industry Concentration
A fund that concentrates its investments (invests more than
25% of its net assets) in a particular industry (or group of industries) is more exposed to the overall condition of the particular
industry than a fund that invests in a wider variety of industries. A particular industry could be affected by economic, business,
supply-and-demand, political, or regulatory factors. Companies within the same industry could react similarly to such factors.
As a result, a fund’s concentration in a particular industry would increase the possibility that the fund’s performance
will be affected by such factors.
Initial Public Offerings ("IPOs")
An IPO is a company's first offering of stock to the public.
IPO risk is that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public
market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase
of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. In addition, the market
for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading
in some IPOs may make it more difficult for a fund to buy or sell significant amounts of shares without an unfavorable impact on
prevailing prices. Investors in IPO shares can be affected by substantial dilution in the value of their shares by sales of additional
shares and by concentration of control in existing management and principal shareholders.
When a fund's asset base is small, a significant portion of
the fund's performance could be attributable to investments in IPOs because such investments would have a magnified impact on the
fund. As the fund's assets grow, the effect of the fund's investments in IPOs on the fund's performance probably will decline,
which could reduce the fund's performance. Because of the price volatility of IPO shares, a fund may choose to hold IPO shares
for a very short period of time. This may increase the turnover of the fund's portfolio and lead to increased expenses to the fund,
such as commissions and transaction costs. By selling IPO shares, the fund may realize taxable gains it will subsequently distribute
to shareholders.
Liquidity Risk
A fund is exposed to liquidity risk when trading volume, lack
of a market maker, or legal restrictions impair the fund's ability to sell particular securities or close derivative positions
at an advantageous price. Funds with principal investment strategies that involve securities of companies with smaller market capitalizations,
foreign securities, derivatives, high yield bonds and bank loans or securities with substantial market and/or credit risk tend
to have the greatest exposure to liquidity risk.
Management Risk
If a Sub-Advisor's investment strategies do not perform as expected,
the fund could underperform other funds with similar investment objectives or lose money.
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Active Management: The performance of a fund that is actively managed will reflect in part the ability of Principal and/or
Sub-Advisor(s) to make investment decisions that are suited to achieving the fund's investment objective. Funds that are actively
managed are prepared to invest in securities, sectors, or industries differently from the benchmark.
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Passive Management: Index funds use a passive, or indexing, investment approach. Index funds do not attempt to manage market
volatility, use defensive strategies or reduce the effect of any long-term periods of poor stock or bond performance. Index funds
attempt to replicate their relevant target index by investing primarily in the securities held by the index in approximately the
same proportion of the weightings in the index. However, because of the difficulty of executing some relatively small securities
trades, such funds may not always be invested in the less heavily weighted securities held by the index. An index fund's ability
to match the performance of their relevant index may be affected by many factors, such as fund expenses, the timing of cash flows
into and out of the fund, changes in securities markets, and changes in the composition of the index. Some index funds may invest
in index futures and options on a daily basis to gain exposure to the Index in an effort to minimize tracking error relative to
the benchmark.
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Market Volatility and Issuer Risk
The value of a fund's portfolio securities may go down in response
to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling
prices. Stocks tend to go up and down in value more than bonds. If the fund's investments are concentrated in certain sectors,
its performance could be worse than the overall market. The value of an individual security or particular type of security can
be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of a
security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced
demand for the issuer’s goods or services. It is possible to lose money when investing in a fund.
Municipal Obligations and AMT-Subject Bonds
The term “municipal obligations” generally is understood
to include debt obligations issued by municipalities to obtain funds for various public purposes. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit, with either limited or unlimited taxing power for the payment of principal and interest.
Revenue bonds are not supported by the issuer's full taxing authority. Generally, they are payable only from the revenues of a
particular facility, a class of facilities, or the proceeds of another specific revenue source.
"AMT-subject bonds" are municipal obligations issued
to finance certain "private activities," such as bonds used to finance airports, housing projects, student loan programs,
and water and sewer projects. Interest on AMT-subject bonds is an item of tax preference for purposes of the federal individual
alternative minimum tax ("AMT") and will also give rise to corporate alternative minimum taxes. See "Tax Considerations"
for a discussion of the tax consequences of investing in the fund.
Current federal income tax laws limit the types and volume of
bonds qualifying for the federal income tax exemption of interest, which may have an effect upon the ability of the fund to purchase
sufficient amounts of tax-exempt securities.
Portfolio Turnover
"Portfolio Turnover" is the term used in the industry
for measuring the amount of trading that occurs in a fund's portfolio during the year. For example, a 100% turnover rate means
that on average every security in the portfolio has been replaced once during the year. Funds that engage in active trading may
have high portfolio turnover rates. Funds with high turnover rates (more than 100%) often have higher transaction costs (which
are paid by the fund) and may lower the fund's performance. Please consider all the factors when you compare the turnover rates
of different funds. You should also be aware that the "total return" line in the Financial Highlights section reflects
portfolio turnover costs.
Preferred Securities
Preferred securities generally pay fixed rate dividends and/or
interest (though some are adjustable rate) and typically have "preference" over common stock in payment priority and
the liquidation of a company's assets - preference means that a company must pay on its preferred securities before paying on its
common stock, and the claims of preferred securities holders are typically ahead of common stockholders' claims on assets in a
corporate liquidation. Holders of preferred securities usually have no right to vote for corporate directors or on other matters.
The market
value of preferred securities is sensitive to changes in interest
rates as they are typically fixed income securities - the fixed-income payments are expected to be the primary source of long-term
investment return. In certain circumstances, an issuer of preferred securities may redeem the securities prior to their stated
maturity date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income
tax or securities laws. As with call provisions, a redemption by the issuer may reduce the return of the security held by the fund.
Preferred securities share many investment characteristics with bonds; therefore, the risks and potential rewards of investing
in a fund that invests in preferred securities are more similar to those associated with a bond fund than a stock fund.
Real Estate Investment Trusts
Real estate investment trust securities ("REITs")
involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such
as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). REITs
are characterized as: equity REITs, which primarily own property and generate revenue from rental income; mortgage REITs, which
invest in real estate mortgages; and hybrid REITs, which combine the characteristics of both equity and mortgage REITs. Equity
REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected
by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy
cash flow dependency, risks of default by borrowers, and self-liquidation. As an investor in a REIT, the fund will be subject to
the REIT’s expenses, including management fees, and will remain subject to the fund's advisory fees with respect to the assets
so invested. REITs are also subject to the possibilities of failing to qualify for the special tax treatment accorded REITs under
the Internal Revenue Code, and failing to maintain their exemptions from registration under the 1940 Act.
Investment in REITs involves risks similar to those associated
with investing in small market capitalization companies. REITs may have limited financial resources, may trade less frequently
and in a limited volume, and may be subject to more abrupt or erratic price movements than larger company securities.
Real Estate Securities
Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market and the real estate industry in general. Generally,
companies in the real estate industry are considered to be those that have principal activity involving the development, ownership,
construction, management or sale of real estate; have significant real estate holdings, such as hospitality companies, healthcare
facilities, supermarkets and mining, lumber and paper companies; and/or provide products or services related to the real estate
industry, such as financial institutions that make and/or service mortgage loans and manufacturers or distributors of building
supplies. Securities of companies in the real estate industry are sensitive to factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer. Companies in the
real estate industry may also be subject to liabilities under environmental and hazardous waste laws.
Small and Medium Market Capitalization Companies
Funds may invest in securities of companies with small- or mid-sized
market capitalizations. Market capitalization is defined as total current market value of a company's outstanding common stock.
Investments in companies with smaller market capitalizations may involve greater risks and price volatility (wide, rapid fluctuations)
than investments in larger, more mature companies. Small companies may be less significant within their industries and may be at
a competitive disadvantage relative to their larger competitors. While smaller companies may be subject to these additional risks,
they may also realize more substantial growth than larger or more established companies.
Smaller companies may be less mature than larger companies.
At this earlier stage of development, the companies may have limited product lines, reduced market liquidity for their shares,
limited financial resources, or less depth in management than larger or more established companies. Unseasoned issuers are companies
with a record of less than three years continuous operation, including the operation of predecessors and parents. Unseasoned issuers
by their nature have only a limited operating history that can be used for evaluating the company's growth prospects. As a result,
these securities may place a greater emphasis on current or planned product lines and the reputation and experience of the company's
management and less emphasis on fundamental valuation factors than would be the case for more mature growth companies.
Temporary Defensive Measures
From time to time, as part of its investment strategy, funds
may invest without limit in cash and cash equivalents for temporary defensive purposes in response to adverse market, economic,
or political conditions. To the extent that a fund is in a defensive position, it may lose the benefit of upswings and limit its
ability to meet its investment objective. For this purpose, cash equivalents include: bank notes, bank certificates of deposit,
bankers' acceptances, repurchase agreements, commercial paper, and commercial paper master notes which are floating rate debt instruments
without a fixed maturity. In addition, the fund may purchase U.S. government securities, preferred stocks, and debt securities,
whether or not convertible into or carrying rights for common stock.
There is no limit on the extent to which a fund may take temporary
defensive measures. In taking such measures, a fund may fail to achieve its investment objective.
Underlying Funds
An underlying fund to a fund of funds may experience relatively
large redemptions or purchases as the fund of funds periodically reallocates or rebalances its assets. These transactions may accelerate
the realization of taxable income if sales of portfolio securities result in gains and could increase transaction costs. In addition,
when a fund of funds reallocates or redeems significant assets away from an underlying fund, the loss of assets to the underlying
fund could result in increased expense ratios for that fund.
Principal is the advisor to the Principal LifeTime Funds, SAM
Portfolios, PVC Diversified Balanced Account, PVC Diversified Growth Account, and each of the underlying funds. Principal Global
Investors, LLC ("PGI") is Sub-Advisor to the Principal LifeTime Funds and Edge Asset Management, Inc. ("Edge")
is the Sub-Advisor to the SAM Portfolios. Either PGI or Edge also serves as Sub-Advisor to some or all of the underlying funds.
Principal, PGI, and Edge are committed to minimizing the potential impact of underlying fund risk on underlying funds to the extent
consistent with pursuing the investment objectives of the fund of funds which it manages. Each may face conflicts of interest in
fulfilling its responsibilities to all such funds.
As of August 31, 2012, PFI SAM Portfolios, PFI Principal
LifeTime Funds, PVC SAM Portfolios, PVC Principal LifeTime Accounts, PVC Diversified Balanced Account, PVC Diversified Growth
Account, and PVC Diversified Income Account own the following percentages, in the aggregate, of the outstanding shares of the
underlying funds listed below:
Fund
|
Total
Percentage
of
Outstanding
Shares
Owned
|
Bond Market Index
|
79.51%
|
Preferred Securities
|
10.14
|
PORTFOLIO HOLDINGS INFORMATION
A description of the Fund’s policies and procedures with
respect to disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information.
MANAGEMENT OF THE FUNDS
The Manager
Principal Management Corporation ("Principal") serves
as the manager for the Fund. Through the Management Agreement with the Fund, Principal provides investment advisory services and
certain corporate administrative services for the Fund.
Principal is an indirect subsidiary of Principal Financial Group,
Inc. and has managed mutual funds since 1969. Principal's address is Principal Financial Group, Des Moines, Iowa 50392.
The Sub-Advisors
Principal has signed contracts with various Sub-Advisors. Under
the sub-advisory agreements, the Sub-Advisor agrees to assume the obligations of Principal to provide investment advisory services
to the portion of the assets of a specific Fund allocated to it by Principal. For these services, Principal pays the Sub-Advisor
a fee.
Principal or the Sub-Advisor provides the Directors of the Fund
with a recommended investment program. The program must be consistent with the Fund’s investment objective and policies.
Within the scope of the approved
investment program, the Sub-Advisor advises the Fund on its
investment policy and determines which securities are bought or sold, and in what amounts.
The Fund summaries identified the portfolio managers and the
funds they manage. Additional information about the portfolio managers follows. The SAI provides additional information about each
portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership
of securities in the Fund.
|
Sub-Advisor:
|
Mellon Capital Management Corporation (“Mellon Capital”),
50 Fremont Street, Suite 3900, San Francisco,
CA 94105. Mellon Capital is a wholly owned subsidiary of The Bank of New York Mellon (“Mellon”).
|
Mellon Capital is the sub-advisor for the Bond Market Index
Fund.
The day-to-day portfolio management is shared by multiple portfolio
managers. Zandra Zelaya is the lead portfolio manager.
David C. Kwan
is
Managing Director, Fixed Income
Management and Trading. He joined Mellon Capital in 1990. He earned a B.S. in electrical engineering and computer science from
University of California at Berkeley and an M.B.A. from University of California at Berkeley. He has earned the right to use the
Chartered Financial Analyst designation.
Gregg Lee
joined Mellon Capital in 1989. He
earned a B.S. from University of California at Davis in managerial economics. He has earned the right to use the Chartered Financial
Analyst designation.
Zandra Zelaya
is Director, Portfolio Manager, Fixed-Income.
She joined Mellon Capital in 1997. She earned a B.S. at California State University Hayward in finance. She has earned the right
to the use the Chartered Financial Analyst designation.
|
Sub-Advisor:
|
Spectrum Asset Management, Inc. (“Spectrum”),
2 High Ridge Park, Stamford, CT 06905, founded in 1987, is
an indirect subsidiary of Principal Life, an affiliate of PGI and a member of the Principal Financial Group.
|
Spectrum is the sub-advisor for the Preferred Securities Fund.
The day-to-day portfolio management is shared by a team of portfolio
managers, under the leadership of the Chief Investment Officer (who also chairs the Investment Committee) in conjunction with the
Credit and Research Team. This group has the authority and responsibility for research, credit selection, ongoing portfolio management
and trading.
Fernando "Fred" Diaz
joined Spectrum in 2000.
Roberto Giangregorio
joined Spectrum in 2003. Mr. Giangregorio
earned a B.S. and M.S. in mechanical engineering from S.U.N.Y. at Stony Brook and University of Wisconsin-Madison, respectively.
He also earned an M.B.A. in finance from Cornell University.
L. Phillip Jacoby, IV
is Chief Investment Officer of
Spectrum and Chairman of the Investment Committee. Mr. Jacoby joined Spectrum in 1995. He earned a B.S. in finance from the Boston
University School of Management.
Manu Krishnan
joined Spectrum in 2004. Mr. Krishnan earned
a B.S. in mechanical engineering from the College of Engineering, Osmania University, India, an M.S. in mechanical engineering
from the University of Delaware, and an M.B.A. in finance from Cornell University. Mr. Krishnan has earned the right to use the
Chartered Financial Analyst designation.
Mark A. Lieb
founded Spectrum in 1987. Mr. Lieb earned
a B.A. in economics from Central Connecticut State College and an M.B.A. in finance from the University of Hartford.
Fees Paid to Principal
Each Fund pays Principal a fee for its services, which includes
the fee Principal pays to the Sub-Advisor. The fee the Funds paid (as a percentage of the average daily net assets) for the fiscal
year ended August 31, 2012 was:
Bond Market Index Fund
|
0.25%
|
Preferred Securities Fund
|
0.71%
|
A discussion regarding the basis for the Board of Directors
approval of the management agreement and sub-advisory agreements with Principal related to the Funds is available in the semi-annual
report to shareholders for the period ending February 29, 2012.
Manager of Managers
The Fund operates as a Manager of Managers. Under an order received
from the SEC, the Fund and Principal, may enter into and materially amend agreements with Sub-Advisors, other than those affiliated
with Principal, without obtaining shareholder approval. For any Fund that is relying on that order, Principal may, without obtaining
shareholder approval:
|
·
|
hire one or more Sub-Advisors;
|
|
·
|
change Sub-Advisors; and
|
|
·
|
reallocate management fees between itself and Sub-Advisors.
|
Principal has ultimate responsibility for the investment performance
of each Fund that utilizes a Sub-Advisor due to its responsibility to oversee Sub-Advisors and recommend their hiring, termination,
and replacement. No Fund will rely on the order until it receives approval from its shareholders or, in the case of a new Fund,
the Fund's sole initial shareholder before the Fund is available to the other purchasers, and the Fund states in its prospectus
that it intends to rely on the order.
The shareholders of each of the Funds have approved the Fund's
reliance on the order; however, only the Bond Market Index Fund intends to rely on the order.
PRICING OF FUND SHARES
Each Fund's shares are bought and sold at the current share
price. The share price of each class of each Fund is calculated each day the New York Stock Exchange ("NYSE") is open
(share prices are not calculated on the days on which the NYSE is closed for trading, generally New Year's Day, Martin Luther King,
Jr. Day, Washington's Birthday/ Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas). The share price is determined as of the close of business of the NYSE (normally 3:00 p.m. Central Time). When an order
to buy or sell shares is received, the share price used to fill the order is the next price we calculate after we receive the order
at our transaction processing center in Canton, Massachusetts. To process your purchase order on the day we receive it, we must
receive the order (with complete information):
|
·
|
on a day that the NYSE is open and
|
|
·
|
prior to the close of trading on the NYSE (normally 3 p.m. Central Time).
|
Orders received after the close of the NYSE or on days that
the NYSE is not open will be processed on the next day that the NYSE is open for normal trading.
If we receive an application or purchase request for a new mutual
fund account or subsequent purchase into an existing account that is accompanied by a check and the application or purchase request
does not contain complete information, we may hold the application (and check) for up to two business days while we attempt to
obtain the necessary information. If we receive the necessary information within two business days, we will process the order using
the next share price calculated. If we do not receive the information within two business days, the application and check will
be returned to you.
For these Funds, the share price is calculated by:
|
·
|
taking the current market value of the total assets of the Fund
|
|
·
|
subtracting liabilities of the Fund
|
|
·
|
dividing the remainder proportionately into the classes of the Fund
|
|
·
|
subtracting the liability of each class
|
|
·
|
dividing the remainder by the total number of shares outstanding for that class.
|
Notes:
|
·
|
If market quotations are not readily available for a security owned by a Fund, its fair value is determined using a policy
adopted by the Directors. Fair valuation pricing is subjective and creates the possibility that the fair value determined for a
security may differ materially from the value that could be realized upon the sale of the security.
|
|
·
|
A Fund's securities may be traded on foreign securities markets that generally complete trading at various times during the
day prior to the close of the NYSE. Foreign securities and currencies are converted to U.S. dollars using the exchange rate in
effect at the close of the NYSE. Securities valued outside of the Western Hemisphere are valued using a fair value policy adopted
by the Fund. These fair valuation procedures are intended to discourage shareholders from investing in the Fund for the purpose
of engaging in market timing or arbitrage transactions.
|
|
·
|
The trading of foreign securities generally or in a particular country or countries may not take place on all days the NYSE
is open, or may trade on days the NYSE is closed. Thus, the value of the foreign securities held by the Fund may change on days
when shareholders are unable to purchase or redeem shares.
|
|
·
|
Certain securities issued by companies in emerging market countries may have more than one quoted valuation at any point in
time. These may be referred to as local price and premium price. The premium price is often a negotiated price that may not consistently
represent a price at which a specific transaction can be effected. The Fund has a policy to value such securities at a price at
which the Sub-Advisor expects the securities may be sold.
|
PURCHASE OF FUND SHARES
Principal Funds, Inc. offers funds in multiple share classes:
A, B, C, J, Institutional, R-1, R-2, R-3, R-4, R-5, and P. Funds available in multiple share classes have the same investments,
but differing expenses. Class J shares are available in this prospectus.
Class J shares are currently available only through registered
representatives of:
|
·
|
Princor who are also employees of Principal Life (These registered representatives are sales counselors of Principal Connection,
a distribution channel used to directly market certain products and services of the companies of the Principal Financial Group.)
and
|
|
·
|
selected broker-dealers that have entered into a selling agreement to offer Class J shares.
|
For more information about Class J shares of the Funds, please
call the Connection at 1-800-243-4380, extension 704.
Fill out the Principal Funds (or the IRA, SEP or SIMPLE) application
completely. You must include:
|
·
|
the name you want to appear on the account;
|
|
·
|
the Principal Funds in which you want to invest;
|
|
·
|
the amount of the investment;
|
|
·
|
your Social Security number; and
|
|
·
|
other required information.
|
The Fund requires a minimum initial investment of $1,000. Subsequent
investment minimums are $100.
|
·
|
Principal Funds may reject or cancel any purchase orders for any reason. For example, Principal Funds does not intend to permit
market timing because short-term or other excessive trading into and out of the Funds may harm performance by disrupting portfolio
management strategies and by increasing expenses. Accordingly, Principal Funds may reject any purchase orders from market timers
or investors that, in Principal's opinion, may be disruptive to the Funds. For these purposes, Principal may consider an investor's
trading history in the Funds or other Funds sponsored by Principal Life and accounts under common ownership or control. Principal
may recommend to the Board, and the Board may elect, to close certain funds to new and existing investors.
|
|
·
|
The minimum investment applies on a per Fund level, not on the total investment being made.
|
To eliminate the need for safekeeping, Principal Funds will
not issue certificates for shares. Principal Funds may periodically close to new purchases of shares or refuse any order to buy
shares if Principal determines that doing so would be in the best interests of Principal Funds and its shareholders.
Accounts with foreign addresses cannot be established. If an
existing shareholder with a U.S. address moves to a foreign location and updates the address on the shareholder's account, we are
unable to process any purchases or exchanges on that account.
Payments are to be made via personal or financial institution
check (for example, a bank or cashier's check). We reserve the right to refuse any payment that we feel presents a fraud or money
laundering risk. Examples of the types of payments we will not accept are cash, starter checks, money orders, travelers' checks,
credit card checks, and foreign checks.
Payment
Payment for shares of Principal Funds purchased as a direct
rollover IRA is made by the retirement plan trustees. Payment for other shares is generally made via personal check or cashier’s
check. We consider your purchase of Fund shares by check to be your authorization to make an automated clearing house (“ACH”)
debit entry to your account. Shares purchased by check may be sold only after the check has cleared your bank, which may take
up to 7 calendar days.
Your Financial Professional can help you buy shares of Principal
Funds by mail, through bank wire, direct deposit or Automatic Investment Plan. Contact Principal Funds at 1-800-222-5852 to obtain
bank wire instructions. No wires are accepted on days when the NYSE is closed or when the Federal Reserve is closed (because the
bank that would receive your wire is closed).
Direct Deposit
Your Financial Professional can help you make a Direct Deposit
from your paycheck (if your employer approves) or from a government allotment. Direct Deposit allows you to deposit automatically
all or part of your paycheck (or government allotment) to your Principal Funds account(s). You will receive a Direct Deposit Authorization
Form to give to your employer or the governmental agency (either of which may charge a fee for this service). Shares will be purchased
on the day the ACH notification is received by the transfer agent’s bank. On days when the NYSE is closed, but the bank receiving
the ACH notification is open, your purchase will be priced at the next calculated share price.
Automatic Investment Plan
Your Financial Professional can help you establish an Automatic
Investment Plan. You may make regular monthly investments with automatic deductions from your bank or other financial institution
account. You select the day of the month the deduction is to be made (if none is selected, the investment will be made on the 15th
of the month). If that date is a non-trading day, we will process the deduction on the next trading day. If the next trading day
falls in the next month or year, we will process the deduction on the day prior to your selected day. The minimum initial investment
is waived if you set up an Automatic Investment Plan when you open your account. Minimum monthly purchase is $100 per Fund.
|
Note:
|
No salesperson, broker-dealer or other person is authorized to give information or make representations about a Fund other
than those contained in this Prospectus. Information or representations not contained in this prospectus may not be relied upon
as having been provided or made by Principal Funds, a Fund, Principal, any Sub-Advisor, or PFD.
|
REDEMPTION OF FUND SHARES
After you place a sell order in proper form, shares are sold
using the next share price calculated. The amount you receive will be reduced by any applicable CDSC. There is no additional charge
for a sale of shares; however, you will be charged a $10 wire fee if you have the sale proceeds wired to your bank. Generally,
the sale proceeds are sent out on the next business day* after the sell order has been placed. It may take additional business
days for your financial institution to post this payment to your account at that financial institution. At your request, the check
will be sent overnight (a $15 overnight fee will be deducted from your account unless other arrangements are made). A Fund can
only sell shares after your check making the Fund investment has cleared your bank, which may take up to 7 calendar days. A sell
order from one owner is binding on all joint owners.
|
*
|
a day when the NYSE is open for normal business
|
Distributions from IRA, SEP, SIMPLE, and SAR-SEP accounts may
be taken as:
|
·
|
lump sum of the entire interest in the account,
|
|
·
|
partial interest in the account, or
|
|
·
|
periodic payments of either a fixed amount or an amount based on certain life expectancy calculations.
|
Tax penalties may apply to distributions before the participant
reaches age 59 1/2.
Selling shares may create a gain or a loss for federal (and
state) income tax purposes. You should maintain accurate records for use in preparing your income tax returns.
Generally, sales proceeds checks are:
|
·
|
payable to all owners on the account (as shown in the account registration) and
|
|
·
|
mailed to the address on the account (if not changed within last 15 days) or previously authorized bank account.
|
For other payment arrangements, please call Principal Funds.
You should also call Principal Funds for special instructions that may apply to sales from accounts:
|
·
|
when an owner has died;
|
|
·
|
for certain employee benefit plans; or
|
|
·
|
owned by corporations, partnerships, agents, or fiduciaries.
|
Payment for shares sold is generally sent the business day after
the sell order is received. Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for up to seven
days, as permitted by federal securities law.
Within 60 calendar days after the sale of J shares, you may
reinvest the amount of the sale proceeds into any Principal Funds Class J shares fund; shares purchased by redemption proceeds
are not subject to the eighteen month CDSC. It is the responsibility of the shareholder to notify the Fund at the time of repurchase
if the purchase proceeds are from a redemption of the Fund within the past 60 days.
The transaction is considered a sale for federal (and state)
income tax purposes even if the proceeds are reinvested. If a loss is realized on the sale, the reinvestment may be subject to
the “wash sale” rules resulting in the postponement of the recognition of the loss for tax purposes.
CDSC-Free withdrawal privilege.
Sales may be subject
to a CDSC. Redemption of Class J shares made through a systematic withdrawal plan in an amount of up to 1.00% per month (measured
cumulatively with respect to non-monthly plans) of the value of the Fund account at the time, and beginning on the date, the systematic
withdrawal plan is established) may be made without a CDSC. The free withdrawal privilege not used in a calendar year is not added
to the free withdrawal privileges for any following year.
Sell shares by mail:
|
·
|
Send a distribution form (available at www.PrincipalFunds.com or by calling 1-800-222-5852) which is signed by the owner/owners
of the account to:
|
Principal Funds
P.O. Box 55904
Boston, MA 02205
|
·
|
Medallion Signature Guarantee* will be required if the:
|
|
·
|
sell order is for more than $100,000;
|
|
·
|
wire or ACH is being sent to a shareholder's U.S. bank account not previously authorized or the request does not include a
voided check or deposit slip indicating a common owner between the bank account and mutual fund account;
|
|
·
|
check is being sent to an address other than the account address;
|
|
·
|
account address has been changed within 15 days of the sell order; or
|
|
·
|
check is payable to a party other than the account shareholder(s), Principal Life or a retirement plan trustee or custodian
that has agreed in writing to accept a transfer of assets from the Fund.
|
|
*
|
If required, the signature(s) must be guaranteed by a commercial bank, trust company, credit union, savings and loan, national
securities exchange member or brokerage firm. A signature guarantee by a notary public or savings bank is not acceptable.
|
Sell shares in amounts of $100,000 or less by telephone:
|
·
|
The combined amount requested from all funds to which the redemption request relates is $100,000 or less.
|
|
·
|
The address on the account must not have been changed within the last 15 days and telephone privileges must apply to the account
from which the shares are being sold.
|
|
·
|
If our phone lines are busy, you may need to send in a written sell order.
|
|
·
|
To sell shares the same day, the order must be received in good order before the close of normal trading on the NYSE (generally
3:00 p.m. Central Time).
|
|
·
|
Telephone redemption privileges are NOT available for Principal Funds 403(b) plans and certain employee sponsored benefit plans.
|
|
·
|
If previously authorized, checks can be sent to a shareholder's U.S. bank account.
|
Systematic withdrawal plans:
You may set up a systematic withdrawal plan on a monthly, quarterly,
semiannual or annual basis to:
|
·
|
sell enough shares to provide a fixed amount of money ($100 minimum amount; the required minimum is waived to the extent necessary
to meet required minimum distributions as defined by the Internal Revenue Code);
|
|
·
|
pay insurance or annuity premiums or deposits to Principal Life (call us for details); and
|
|
·
|
provide an easy method of making monthly installment payments (if the service is available from your creditor who must supply
the necessary forms).
|
You can set up a systematic withdrawal plan by:
|
·
|
completing the applicable section of the application;
|
|
·
|
sending us your written instructions; or
|
|
·
|
calling us if you have telephone privileges on the account (telephone privileges may not be available for all types of accounts).
|
Your systematic withdrawal plan continues until:
|
·
|
you instruct us to stop; or
|
|
·
|
your Fund account balance is zero.
|
When you set up the withdrawal plan, you select which day you
want the sale made (if none is selected, the sale will be made on the 15th of the month). If the selected date is not a trading
day, the sale will take place on the preceding trading day (if that day falls in the month or year prior to your selected date,
the transaction will take place on the next trading day after your selected date). If telephone privileges apply to the account,
you may change the date or amount by telephoning us.
Sales made under your systematic withdrawal plan will reduce
and may eventually exhaust your account. The Funds do not normally accept purchase payments while a systematic withdrawal plan
is in effect (unless the purchase represents a substantial addition to your account).
The Fund from which the systematic withdrawal is made makes
no recommendation as to either the number of shares or the fixed amount that you withdraw.
Distributions in Kind.
Payment for shares of the Funds
tendered for redemption is ordinarily made by check. However, the Funds may determine that it would be detrimental to the remaining
shareholders of a Fund to make payment of a redemption order wholly or partly in cash. Under certain circumstances, therefore,
each of the Funds may pay the redemption proceeds in whole or in part by a distribution “in kind” of securities from
the Fund’s portfolio in lieu of cash. If a Fund pays the redemption proceeds in kind, the redeeming shareholder might incur
brokerage or other costs in selling the securities for cash. Each Fund will value securities used to pay redemptions in kind using
the same method the Fund uses to value its portfolio securities as described in this prospectus.
EXCHANGE OF FUND SHARES
Your shares in the Funds may be exchanged without a CDSC for
the same share class of any other Principal Funds. However, the original purchase date of the shares from which an exchange is
made is used to determine if newly acquired shares are subject to a CDSC when they are sold. The Fund reserves the right to revise
or terminate the exchange privilege at any time.
You may exchange shares by:
|
·
|
sending a written request to:
|
Principal Funds
P.O. Box 55904
Boston, MA 02205
|
·
|
completing an Exchange Authorization Form (available on www.principalfunds.com or by calling 1-800-222-5852).
|
|
·
|
via the Internet at www.principalfunds.com.
|
|
·
|
calling us, if you have telephone privileges on the account.
|
Automatic Exchange Election
This election authorizes an exchange from one fund of PFI to
another fund of PFI on a monthly, quarterly, semiannual or annual basis. You can set up an automatic exchange by:
|
·
|
completing the Automatic Exchange Election section of the application,
|
|
·
|
calling us if telephone privileges apply to the account from which the exchange is to be made,
|
|
·
|
sending us your written instructions, or
|
|
·
|
completing an Automatic Exchange Election form available on www.principalfunds.com.
|
Your automatic exchange continues until:
|
·
|
you instruct us to stop by calling us if telephone privileges apply to the account or by sending us your written instructions;
or
|
|
·
|
your Fund account balance is zero.
|
You may specify the day of the exchange (if none is selected,
the exchange will be made on the 15th of the month). If the selected day is not a trading day, the sale will take place on the
preceding trading day (if that day falls in the month or year prior to your selected date, the transaction will take place on the
next trading day after your selected date). If telephone privileges apply to the account, you may change the date or amount by
telephoning us.
General
|
·
|
An exchange by any joint owner is binding on all joint owners.
|
|
·
|
If you do not have an existing account in the Fund to which the exchange is being made, a new account is established. The new
account has the same owner(s), dividend and capital gain options and broker-dealer of record as the account from which the shares
are being exchanged.
|
|
·
|
All exchanges are subject to the minimum investment and eligibility requirements of the Fund being acquired.
|
|
·
|
You may acquire shares of a Fund only if its shares are legally offered in your state of residence.
|
|
·
|
For an exchange to be effective the day we receive your instruction, we must receive the instruction in good order at our transaction
processing center in Canton, Massachusetts before the close of normal trading on the NYSE (generally 3 p.m. Central Time).
|
When money is exchanged or transferred from one account registration
or tax identification number to another, the account holder is relinquishing his or her rights to the money. Therefore exchanges
and transfers can only be accepted by telephone if the exchange (transfer) is between:
|
·
|
accounts with identical ownership,
|
|
·
|
an account with a single owner to one with joint ownership if the owner of the single owner account is also an owner of the
account with joint ownership,
|
|
·
|
a single owner to a Uniform Transfer to Minors Act ("UTMA") account if the owner of the single owner account is also
the custodian on the UTMA account, or
|
|
·
|
a single or jointly owned account to an IRA account to fund the yearly IRA contribution of the owner (or one of the owners
in the case of a jointly owned account).
|
The exchange is treated as a sale of shares for federal (and
state) income tax purposes and may result in a capital gain or loss. Income tax rules regarding the calculation of cost basis may
make it undesirable in certain circumstances to exchange shares within 90 days of their purchase.
Fund shares used to fund an employee benefit plan may be exchanged
only for shares of other Principal Funds available to employee benefit plans. Such an exchange must be made by following the procedures
provided in the employee benefit plan and the written service agreement.
DIVIDENDS AND DISTRIBUTIONS
Dividends are based on estimates of income, expenses, and shareholder
activity for the Fund. Actual income, expenses, and shareholder activity may differ from estimates; consequently, differences,
if any, will be included in the calculation of subsequent dividends. The Funds pay their net investment income to record date shareholders;
this record date is the business day prior to the payment date. The payment schedule is as follows:
|
·
|
The Preferred Securities Fund pays its net investment income monthly.
|
|
·
|
The Bond Market Index Fund pays its net investment income annually in December.
|
For more details on the payment schedule, go to
www.principalfunds.com
.
Net realized capital gains, if any, are distributed annually
in December. Payments are made to shareholders of record on the business day prior to the payable date. Capital gains may be taxable
at different rates, depending on the length of time that the Fund holds its assets.
Dividend and capital gains distributions will be reinvested,
without a sales charge, in shares of the Fund from which the distribution is paid. However, you may authorize the distribution
to be:
|
·
|
invested in shares of another fund of Principal Funds without a sales charge (distributions of a Fund may be directed only
to one receiving Fund); or
|
|
·
|
paid in cash, if the amount is $10 or more.
|
Generally, for federal income tax purposes, Fund distributions
are taxable as ordinary income, except that any distributions of long-term capital gains will be taxed as such regardless of how
long Fund shares have been held. Special tax rules apply to Fund distributions to Individual Retirement Accounts and other retirement
plans. A tax advisor should be consulted to determine the suitability of the Fund as an investment by such a plan and the tax treatment
of distributions by the Fund. A tax advisor can also provide information on the potential impact of possible foreign, state, and
local taxes. A Fund's investments in foreign securities may be subject to foreign withholding taxes. In that case, the Fund's yield
on those securities would be decreased.
To the extent that distributions the Funds pay are derived from
a source other than net income (such as a return of capital), a notice will be included in your quarterly statement pursuant to
Section 19(a) of the Investment Company Act of 1940, as amended, and Rule 19a-1 disclosing the source of such distributions. Furthermore,
such notices shall be posted monthly on our web site at www.principalfunds.com. You may request a copy of all such notices, free
of charge, by telephoning 1-800-222-5852. The amounts and sources of distributions included in such notices are estimates only
and you should not rely upon them for purposes of reporting income taxes. The Fund will send shareholders a Form 1099-DIV for the
calendar year that will tell shareholders how to report these distributions for federal income tax purposes.
Notes:
|
·
|
A Fund’s payment of income dividends and capital gains has the effect of reducing the share price by the amount of the
payment.
|
|
·
|
Distributions from a Fund, whether received in cash or reinvested in additional shares, may be subject to federal (and state)
income tax.
|
|
·
|
For these reasons, buying shares of a Fund shortly before it makes a distribution may be disadvantageous to you.
|
FREQUENT PURCHASES AND REDEMPTIONS
The Funds are not designed for, and do not knowingly accommodate,
frequent purchases and redemptions of fund shares. If you intend to trade frequently and/or use market timing investment strategies,
you should not purchase these Funds.
Frequent purchases and redemptions pose a risk to the Funds
because they may:
|
·
|
Disrupt the management of the Funds by:
|
|
·
|
forcing the Funds to hold short-term (liquid) assets rather than investing for long-term growth, which results in lost investment
opportunities for the Funds; and
|
|
·
|
causing unplanned portfolio turnover;
|
|
·
|
Hurt the portfolio performance of the Funds; and
|
|
·
|
Increase expenses of the Funds due to:
|
|
·
|
increased broker-dealer commissions and
|
|
·
|
increased recordkeeping and related costs.
|
Certain Funds may be at greater risk of harm due to frequent
purchases and redemptions. For example, those Funds that invest in foreign securities may appeal to investors attempting to take
advantage of time-zone arbitrage. The Funds have adopted procedures to “fair value” foreign securities owned by the
Funds each day to discourage these market timing transactions in shares of the Funds.
The Board of Directors of the Fund has also adopted policies
and procedures with respect to frequent purchases and redemptions of shares of the Funds. The Funds monitor shareholder trading
activity to identify and take action against abuses. When we do identify abusive trading, we will apply our policies and procedures
in a fair and uniform manner.
While our policies and procedures are designed to identify and
protect against abusive trading practices, there can be no certainty that we will identify and prevent abusive trading in all instances.
If we are not able to identify such excessive trading practices, the Funds and their shareholders may be harmed. The harm of undetected
excessive trading in shares of the underlying funds in which the funds of funds (for example, Principal LifeTime Funds/Accounts,
Strategic Asset Management Portfolios, PVC Diversified Balanced Account, PVC Diversified Growth Account, and PVC Diversified Income
Account) invest could flow through to the funds of funds as they would for any fund shareholder.
If we, or a Fund, deem abusive trading practices to be occurring,
we will take action that may include, but is not limited to:
|
·
|
Rejecting exchange instructions from the shareholder or other person authorized by the shareholder to direct exchanges;
|
|
·
|
Restricting submission of exchange requests by, for example, allowing exchange requests to be submitted by 1st class U.S. mail
only and disallowing requests made by facsimile, overnight courier, telephone or via the internet;
|
|
·
|
Limiting the number of exchanges during a year; and
|
|
·
|
Taking other such action as directed by the Fund.
|
The Funds have reserved the right to accept or reject, without
prior written notice, any exchange requests. In some instances, an exchange may be completed prior to a determination of abusive
trading. In those instances, we will reverse the exchange and return the account holdings to the positions held prior to the exchange.
We will give the shareholder written notice in this instance.
TAX CONSIDERATIONS
Shareholders are responsible for federal income tax (and any
other taxes, including state and local income taxes, if applicable) on dividends and capital gains distributions whether such dividends
or distributions are paid in cash or reinvested in additional shares. Special tax rules apply to distributions from IRAs and other
retirement accounts. You should consult a tax advisor to determine the suitability of the Fund as an investment by such a plan
and the tax treatment of Fund distributions.
Generally, dividends paid by the Funds from interest, dividends,
or net short-term capital gains will be taxed as ordinary income. Distributions properly designated by the Fund as deriving from
net gains on securities held for more than one year are taxable as such (generally at a 15% tax rate), regardless of how long you
have held your shares. For taxable years beginning before January 1, 2013, distributions of investment income properly designated
by the Fund as derived from “qualified dividend income” will be taxed at the rates applicable to long-term capital
gains.
Investments by a Fund in foreign securities may be subject to
foreign withholding taxes. In that case, the Fund’s yield on those securities would be decreased. Shareholders of the Funds
that invest in foreign securities may be entitled to claim a credit or deduction with respect to foreign taxes. In addition, the
Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of
ordinary income and may affect the timing or amount of the Fund’s distributions.
Early in each calendar year, each Fund will notify you of the
amount and tax status of distributions paid to you for the preceding year.
A dividend or distribution made shortly after the purchase of
shares of a Fund by a shareholder, although in effect a return of capital to that shareholder, would be taxable to that shareholder
as described above, subject to a holding period requirement for dividends designated as qualified dividend income.
Because of tax law requirements, you must provide the Funds
with an accurate and certified taxpayer identification number (for individuals, generally a Social Security number) to avoid “back-up”
withholding, which is currently imposed at a rate of 28%.
Any gain resulting from the redemption or exchange of your
shares will generally also be subject to tax. For shares acquired after January 1, 2012, you will need to select a cost basis method
to be used to calculate your reported gains and losses prior to or at the time of any redemption or exchange. If you do not
select a method, the Funds’ default method of average cost will be applied to the transactions. The cost basis method used
on your account could significantly affect your taxes due and should be carefully considered. You should consult your tax advisor
for more information on your own tax situation, including possible foreign, state, and local taxes.
Investments by a Fund in certain debt instruments or derivatives
may cause the Fund to recognize taxable income in excess of the cash generated by such instruments. As a result, the Fund could
be required at times to liquidate other investments in order to satisfy its distribution requirements under the Internal Revenue
Code. The Fund’s use of derivatives will also affect the amount, timing, and character of the Fund’s distributions.
The information contained in this prospectus is not a complete
description of the federal, state, local, or foreign tax consequences of investing in the Fund. You should consult your tax advisor
before investing in the Fund.
THE COSTS OF INVESTING
Fees and Expenses of the Funds
The Class J shares of the Funds are sold without a front-end
sales charge. There is no sales charge on shares purchased with reinvested dividends or other distributions.
One-time Fees
|
·
|
If you sell your Class J shares within 18 months of purchase, a contingent deferred sales charge (CDSC) may be imposed on the
shares sold. The CDSC, if any, is determined by multiplying by 1.00% the lesser of the market value at the time of redemption or
the initial purchase price of the shares sold.
|
|
·
|
The CDSC is waived on shares:
|
|
·
|
redeemed that were purchased pursuant to the Small Amount Force Out program (SAFO);
|
|
·
|
redeemed within 90 days after an account is re-registered due to a shareholder's death;
|
|
·
|
redeemed due to a shareholder's disability (as defined in the Internal Revenue Code) provided the shares were purchased prior
to the disability;
|
|
·
|
redeemed from retirement plans to satisfy minimum distribution rules under the Internal Revenue Code;
|
|
·
|
sold using a systematic withdrawal plan (up to 1% per month (measured cumulatively with respect to non-monthly plans) of the
value of the Fund account at the time, and beginning on the date, the systematic withdrawal plan is established);
|
|
·
|
that were redeemed from retirement plans to satisfy excess contribution rules under the Internal Revenue Code; or
|
|
·
|
of the Money Market Fund redeemed within 30 days of initial purchase if the redemption proceeds are transferred to another
Principal IRA, defined as either a fixed or variable annuity issued by Principal Life Insurance Company to fund an IRA, a Principal
Bank IRA product, or a WRAP account IRA sponsored by Princor Financial Services Corporation.
|
Ongoing Fees
Ongoing fees reduce the value of each share. Because they are
ongoing, they increase the cost of investing in the Funds.
Each of the Funds pays ongoing fees to Principal and others
who provide services to the Fund. These fees include:
|
·
|
Management Fee - Through the Management Agreement with the Fund, Principal has agreed to provide investment advisory services
and corporate administrative services to the Funds.
|
|
·
|
Distribution Fee - Each of the Funds has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940
for its Class J shares. Under the plan, the Class J shares of each Fund pays a distribution fee based on the average daily net
asset value (NAV) of the Fund. These fees pay distribution and other expenses for the sale of Fund shares and for services provided
to shareholders. Because they are ongoing fees, over time they will increase the cost of your investment and may cost you more
than paying other types of sales charges.
|
|
·
|
Other Expenses - A portion of expenses that are allocated to all classes of the Fund. An example includes a Transfer Agent
Fee (Principal Shareholder Services, Inc. (“PSS”) has entered into a Transfer Agency Agreement with the Fund under
which PSS provides transfer agent services to the Class J shares of the Fund. PSS will provide these services at a rate that includes
profit). Also, Class J shares of the Funds also pay expenses of registering and qualifying shares for sale, the cost of producing
and distributing reports and prospectuses to Class J shareholders, the cost of shareholder meetings held solely for Class J shares,
and other operating expenses of the Fund.
|
DISTRIBUTION PLANS AND INTERMEDIARY
COMPENSATION
Distribution and/or Service (12b-1) Fees
Principal Funds Distributor, Inc. ("PFD" or the "Distributor")
is the distributor for the Class J shares of Principal Funds, Inc. PFD is an affiliate of Principal Life Insurance Company and
with it is a subsidiary of Principal Financial Group, Inc. and member of the Principal Financial Group
®
.
Principal Funds has adopted a distribution plan pursuant to
Rule 12b-1 under the Investment Company Act for the Class J shares of Principal Funds. Under the 12b-1 Plans, each Fund makes payments
from its assets attributable to the particular share class to the Fund's Distributor for distribution-related expenses and for
providing services to shareholders of that share class. Payments under the 12b-1 plans are made by the Funds to the Distributor
pursuant to the 12b-1 plans regardless of the expenses incurred by the Distributor. When the Distributor receives Rule 12b-1 fees,
it may pay some or all of them to intermediaries whose customers are shareholders of the funds for sales support services and for
providing services to shareholders of that share class. Intermediaries may include, among others, broker-dealers and banks. Because
Rule 12b-1 fees are paid out of Fund assets and are ongoing fees, over time they will increase the cost of your investment in the
Funds and may cost you more than other types of sales charges.
The maximum annual Rule 12b-1 fee for distribution related expenses
and/or for providing services to shareholders (as a percentage of average daily net assets) is:
Fund
|
Maximum Annualized Rate 12b-1 Fee
|
Bond Market Index and Preferred Securities
|
0.45%
0.45%
|
Effective January 1, 2012, Principal Funds Distributor,
Inc. ("the Distributor") has contractually agreed to limit the Distribution Fees attributable to Class J through December
31, 2013. The limit will maintain the level of Distribution Fees not to exceed 0.25%.
Payments under the 12b-1 plan will not automatically terminate
for funds that are closed to new investors or to additional purchases by existing shareholders. The fund Board will determine whether
to terminate, modify or leave unchanged the 12b-1 plan at the time the board directs the closure of the fund.
The Distributor generally uses Rule 12b-1 fees to finance any
activity that is primarily intended to result in the sale of shares and for providing services to shareholders of the share class.
Examples of such sales or distribution expenses include compensation to salespeople and selected broker-dealers (including financing
the commission paid to the broker-dealer at the time of the sale), printing of prospectuses and statements of additional information
and reports for other than existing shareholders, and preparing and conducting sales seminars. Examples of services to shareholders
include furnishing information as to the status of shareholder accounts, responding to telephone and written inquiries of shareholders,
and assisting shareholders with tax information.
Payments to Financial Professionals and Their Firms
Shares of the Fund are sold primarily through a broker-dealer
or other financial intermediary, such as a bank. Intermediaries market and sell shares of the Funds and/or provide services to
the Funds' shareholders. These intermediaries receive compensation from the Distributor and its affiliates for selling shares of
the Funds, making referrals and/or providing services to the Funds' shareholders. The Distributor and its affiliates may fund this
compensation from various sources, including any sales charge and/or Rule 12b-1 fee that the shareholder or the Funds pay to the
Distributor.
The Distributor and/or its affiliates provide services to and/or
funding vehicles for retirement plans and employer sponsored benefit programs. The Distributor and its affiliates may pay a bonus
or other consideration or incentive to intermediaries if a participant in such a retirement plan establishes a rollover individual
retirement account with the assistance of a registered representative of an affiliate of Distributor, if the intermediary sold
the funding vehicle the retirement plan utilizes or if the intermediary subsequently became the broker of record with regard to
the retirement plan. The Distributor and its affiliates may pay a bonus or other consideration or incentive to intermediaries if
an employee covered under an employer sponsored benefit program purchases a product from an affiliate of Distributor with the assistance
of a registered representative of an affiliate of Distributor, if the intermediary sold the funding vehicle the employer sponsored
benefit program utilizes or if the intermediary subsequently became the broker of record with regard to the employer sponsored
benefit program.
The intermediary may pay to its Financial Professionals some
or all of the amounts the Distributor and its affiliates pay to the intermediary.
The Distributor and its affiliates may, from time-to-time, at
its expense or through use of amounts it receives from the Fund through Rule 12b-1 fees, pay a bonus or other consideration or
incentive to intermediaries who have sold or may sell significant amounts of shares. Any such bonus or incentive program will not
change the price paid by investors for the purchase of the Funds' shares or the amount that any particular Fund receives as the
proceeds from such sales. In addition, the Distributor and its affiliates may provide financial support to intermediaries that
sell shares of the Funds. This support is based primarily on the amount of sales of fund shares and/or total assets in the Funds.
The amount of support may be affected by total sales; net sales; levels of redemptions; the intermediary’s support of, and
participation in, Distributor's marketing programs and the extent of an intermediary’s marketing programs relating to the
Funds. Financial support to intermediaries may be made from payments from resources of Distributor or its affiliates, from its
retention of underwriting concessions and from Rule 12b-1 fees.
Additionally, in some cases the Distributor and its affiliates
will provide payments or reimbursements in connection with the costs of conferences, educational seminars, training and marketing
efforts related to the Funds. Such activities may be sponsored by intermediaries or the Distributor. The costs associated with
such activities may include travel, lodging, entertainment, and meals. In some cases the Distributor will also provide payment
or reimbursement for expenses associated with transactions ("ticket") charges and general marketing expenses.
For more information, see the Statement of Additional Information
(SAI). The amounts paid to intermediaries vary by share class and may vary by fund.
The payments described in this prospectus may create a conflict
of interest by influencing your Financial Professional or your intermediary to recommend the Fund over another investment, or to
recommend one share class of the Fund over another share class. Ask your Financial Professional or visit your intermediary's website
for more information about the total amounts paid to them by Principal and its affiliates, and by sponsors of other mutual funds
your Financial Professional may recommend to you.
Your intermediary may charge you additional fees other than
those disclosed in this prospectus. Ask your Financial Professional about any fees and commissions they charge.
FUND ACCOUNT INFORMATION
Statements
You will receive quarterly statements for the Funds you own.
The statements provide the number and value of shares you own, transactions during the period, dividends declared or paid and other
information. The year-end statement includes information for all transactions that took place during the year. Please review your
statement as soon as you receive it. Keep your statements as you may need them for tax reporting purposes.
Generally, each time you buy, sell or exchange shares in the
Principal Funds, you will receive a confirmation in the mail shortly thereafter. It summarizes all the key information - what you
bought or sold, the amount of the transaction, and other vital data.
Certain purchases and sales are only included on your quarterly
statement. These include accounts:
|
·
|
when the only activity during the quarter:
|
|
·
|
is purchase of shares from reinvested dividends and/or capital gains;
|
|
·
|
are purchases under an Automatic Investment Plan;
|
|
·
|
are sales under a Systematic Withdrawal Plan; or
|
|
·
|
are purchases or sales under an Automatic Exchange Election.
|
|
·
|
used to fund certain individual retirement or individual pension plans; or
|
|
·
|
established under a payroll deduction plan.
|
If you need information about your account(s) at other times,
you may:
|
·
|
access your account on the internet at www.principalfunds.com,
|
|
·
|
call our Automated Telephone System, 7 days a week, 24 hours a day at 1-800-222-5852, option 1, or
|
|
·
|
call us at 1-800-222-5852. (Our office generally is open Monday through Friday between 7 a.m. and 7 p.m. Central Time).
|
Orders Placed by Intermediaries
Principal Funds may have an agreement with your intermediary,
such as a broker-dealer, third party administrator or trust company, that permits the intermediary to accept orders on behalf of
the Fund until 3 p.m. Central Time. The agreement may include authorization for your intermediary to designate other intermediaries
("sub-designees") to accept orders on behalf of the Fund on the same terms that apply to the intermediary. In such cases,
if your intermediary or a sub-designee receives your order in correct form by 3 p.m. Central Time, transmits it to the Fund and
pays for it in accordance with the agreement, the Fund will price the order at the next net asset value per share it computes after
your intermediary or sub-designee received your order.
|
Note:
|
The time at which the Fund prices orders and the time until which the Fund or your intermediary or sub-designee will accept
orders may change in the case of an emergency or if the New York Stock Exchange closes at a time other than 3 p.m. Central Time.
|
Signature Guarantees
Certain transactions require a Medallion Signature Guarantee.
If required, the signature(s) must be guaranteed by a commercial bank, trust company, credit union, savings and loan, national
securities exchange member or brokerage firm. A signature guarantee by a notary public or savings bank is not acceptable. Signature
guarantees are required:
|
·
|
if you sell more than $100,000 (in the aggregate) from the Funds;
|
|
·
|
if a sales proceeds check is payable to other than the account shareholder(s), Principal Life, Principal Bank, or Princor Financial
Services Corporation payable through Pershing;
|
|
·
|
to change ownership of an account;
|
|
·
|
to add wire or ACH redemption privileges to a U.S. bank account not previously authorized if there is not a common owner between
the bank account and mutual fund account;
|
|
·
|
to change bank account information designated under an existing systematic withdrawal plan if there is not a common owner between
the bank account and mutual fund account;
|
|
·
|
to exchange or transfer among accounts with different ownership; and
|
|
·
|
to have a sales proceeds check mailed to an address other than the address on the account or to the address on the account
if it has been changed within the preceding 15 days.
|
Special Plans
The Funds reserve the right to amend or terminate the special
plans described in this prospectus. Such plans include automatic investment, systematic withdrawal, waiver of Fund minimums for
certain accounts and waiver or reduction of the contingent deferred sales charge for certain purchasers. You will be notified of
any such action to the extent required by law.
Minimum Account Balance
Each Fund has a minimum required account balance of $1000. The
Fund reserves the right to redeem all shares in your account if the value of your account falls below $1000. The Fund will mail
the redemption proceeds to you. An involuntary redemption of a small account will not be triggered by market conditions alone.
The Fund will notify you before involuntarily redeeming your account. You will have 30 days to make an additional investment of
an amount that brings your account up to the required minimum. The Funds reserve the right to increase the required minimum.
Telephone and Internet Instructions
The Funds reserve the right to refuse telephone and/or internet
instructions. You are liable for a loss resulting from a fraudulent telephone or internet instruction that we reasonably believe
is genuine. We use reasonable procedures to assure instructions are genuine. If the procedures are not followed, we may be liable
for loss due to unauthorized or fraudulent transactions. The procedures include: recording all telephone instructions, requiring
the use of a Personal Identification Number, requesting personal identification information (name, address, phone number, social
security number, birth date, security phrase, etc.) and sending written confirmation to the shareholder's address of record.
Instructions received from one owner is binding on all owners.
In the case of an account owned by a corporation or trust, instructions received from an authorized person are binding on the corporation/trust
unless we have a written notification requiring that written instructions be executed by more than one authorized person.
Householding
To avoid sending duplicate copies of materials to households,
mailings for accounts held by members of your household may be combined so that only one copy of each prospectus, annual and semi-annual
reports will be mailed. In addition, your account information may be included with other householded accounts on the same quarterly
and annual statements. The consolidation of these mailings, called householding, benefits the Principal Funds and our shareholders
through reduced printing and mailing expenses. If you prefer to receive multiple copies of these materials, you may write or call
the Principal Funds at 1-800-222-5852. Householding will be stopped within thirty (30) days after we receive your request.
Multiple Translations
This prospectus may be translated into other languages. In the
event of any inconsistencies or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail.
Procedures for Opening an Account
To help the government fight the funding of terrorism and money
laundering activities, Federal law requires financial institutions to obtain, verify, and record information that identifies each
person who opens an account. When you open an account, we will ask for your name, address, date of birth, and other information
that will allow us to verify your identity. We may also ask to see your driver's license or other identifying documents.
If concerns arise with verification of your identity, no transactions,
other than redemptions, will be permitted while we attempt to reconcile the concerns. If we are unable to verify your identify
on a timely basis, we may close your account or take such other action as we deem appropriate.
Financial Statements
Shareholders will receive annual financial statements for the
Funds, audited by the Funds' independent registered public accounting firm. Shareholders will also receive a semi-annual financial
statement that is unaudited.
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to
help you understand the Fund’s financial performance for the periods shown. Certain information reflects returns for a single
Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment
in the Fund (assuming reinvestment of all distributions). This information has been audited by Ernst & Young LLP, Independent
Registered Public Accounting Firm, whose report, along with each Fund’s financial statements, is included in Principal Funds,
Inc. Annual Report to Shareholders for the fiscal year ended August 31, 2012, which is available upon request, and incorporated
by reference into the SAI.
To request a free copy of the latest annual or semi-annual
report for the Fund, you may telephone 1-800-222-5852.
Financial
Highlights
Principal
Funds, Inc.
Selected data for a share of Capital Stock outstanding
throughout each year ended August 31 (except as noted):
|
|
Net Asset Value, Beginning of Period
|
|
Net Investment Income (Loss)(a)
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
Total From Investment Operations
|
|
Dividends from Net Investment Income
|
|
Distributions from Realized Gains
|
|
Total Dividends and Distributions
|
|
Net Asset Value, End of Period
|
|
BOND MARKET INDEX FUND
|
|
Class J shares
|
|
2012
|
|
|
$
|
10.86
|
|
|
$
|
0.16
|
|
|
$
|
0.36
|
|
|
$
|
0.52
|
|
|
($
|
0.21
|
)
|
|
$
|
–
|
|
|
($
|
0.21
|
)
|
|
$
|
11.17
|
|
|
2011
|
|
|
|
10.65
|
|
|
|
0.21
|
|
|
|
0.16
|
|
|
|
0.37
|
|
|
|
(0.14
|
)
|
|
|
(0.02
|
)
|
|
|
(0.16
|
)
|
|
|
10.86
|
|
|
2010(d)
|
|
|
|
10.17
|
|
|
|
0.08
|
|
|
|
0.40
|
|
|
|
0.48
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.65
|
|
|
PREFERRED
SECURITIES FUND
|
|
Class
J shares
|
|
2012
|
|
|
|
9.65
|
|
|
|
0.55
|
|
|
|
0.55
|
|
|
|
1.10
|
|
|
|
(0.55
|
)
|
|
|
(0.03
|
)
|
|
|
(0.58
|
)
|
|
|
10.17
|
|
|
2011
|
|
|
|
9.70
|
|
|
|
0.55
|
|
|
|
0.01
|
|
|
|
0.56
|
|
|
|
(0.55
|
)
|
|
|
(0.06
|
)
|
|
|
(0.61
|
)
|
|
|
9.65
|
|
|
2010(g)
|
|
|
|
8.74
|
|
|
|
0.47
|
|
|
|
0.97
|
|
|
|
1.44
|
|
|
|
(0.48
|
)
|
|
|
—
|
|
|
|
(0.48
|
)
|
|
|
9.70
|
|
|
2009(h)
|
|
|
|
6.59
|
|
|
|
0.55
|
|
|
|
2.15
|
|
|
|
2.70
|
|
|
|
(0.55
|
)
|
|
|
—
|
|
|
|
(0.55
|
)
|
|
|
8.74
|
|
|
2008(h)
|
|
|
|
9.97
|
|
|
|
0.53
|
|
|
|
(3.39
|
)
|
|
|
(2.86
|
)
|
|
|
(0.52
|
)
|
|
|
—
|
|
|
|
(0.52
|
)
|
|
|
6.59
|
|
|
2007(h)
|
|
|
|
10.62
|
|
|
|
0.53
|
|
|
|
(0.63
|
)
|
|
|
(0.10
|
)
|
|
|
(0.55
|
)
|
|
|
—
|
|
|
|
(0.55
|
)
|
|
|
9.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Highlights (C
ontinued
)
Principal
Funds, Inc.
Selected data for a share of Capital Stock outstanding
throughout each year ended August 31 (except as noted):
Total Return(b)
|
|
Net Assets, End of Period
(in thousands)
|
|
Ratio of Expenses to Average
Net Assets
|
|
Ratio of Gross Expenses
to Average Net Assets
|
|
Ratio of Net Investment
Income to Average Net Assets
|
|
Portfolio Turnover
Rate
|
|
|
|
4.84
|
%
|
|
$
|
31,642
|
|
|
|
0.89
|
%
|
|
|
1.07
|
%(c)
|
|
|
1.47
|
%
|
|
|
144.0
|
%
|
|
3.56
|
|
|
|
30,271
|
|
|
|
0.87
|
|
|
|
1.01
|
(c)
|
|
|
2.00
|
|
|
|
84.6
|
|
|
4.72
|
(e)
|
|
|
29,318
|
|
|
|
1.29
|
(f)
|
|
|
1.37
|
(c),(f)
|
|
|
1.57
|
(f)
|
|
|
216.8
|
(f)
|
|
11.96
|
|
|
|
30,976
|
|
|
|
1.28
|
|
|
|
1.46
|
(c)
|
|
|
5.74
|
|
|
|
22.9
|
|
|
5.80
|
|
|
|
28,544
|
|
|
|
1.33
|
|
|
|
1.46
|
(c)
|
|
|
5.57
|
|
|
|
16.8
|
|
|
16.97
|
(e)
|
|
|
27,450
|
|
|
|
1.45
|
(f)
|
|
|
1.51
|
(c),(f)
|
|
|
6.19
|
(f)
|
|
|
23.4
|
(f)
|
|
43.45
|
|
|
|
22,511
|
|
|
|
1.50
|
|
|
|
1.55
|
(c)
|
|
|
7.73
|
|
|
|
26.2
|
|
|
(29.84
|
)
|
|
|
16,099
|
|
|
|
1.46
|
|
|
|
—
|
|
|
|
5.94
|
|
|
|
18.7
|
|
|
(1.03
|
)
|
|
|
25,471
|
|
|
|
1.51
|
|
|
|
—
|
|
|
|
5.05
|
|
|
|
33.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Calculated based on average shares outstanding
during the period.
|
(b)
|
Total return is calculated without the contingent
deferred sales charge.
|
(c)
|
Excludes expense reimbursement from Manager and/or
Distributor.
|
(d)
|
Period from March 16, 2010, date operations
commenced, through August 31, 2010.
|
(e)
|
Total return amounts have not been annualized.
|
(f)
|
Computed on an annualized basis.
|
(g)
|
Ten months ended August 31, 2010. Effective
in 2010, the fund's fiscal year end was changed from October 31 to August 31.
|
(h)
|
For the period November 1 to October 31 in the year
indicated.
|
APPENDIX A
Description of Bond Ratings:
Moody’s Investors Service, Inc. Rating Definitions:
Long-Term Obligation Ratings
Moody’s long-term obligation ratings are opinions of the
relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that
a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss
suffered in the event of default.
Aaa:
|
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
|
|
|
Aa:
|
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
|
|
|
A:
|
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
|
|
|
Baa:
|
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
|
|
|
Ba:
|
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
|
|
|
B:
|
Obligations rated B are considered speculative and are subject to high credit risk.
|
|
|
Caa:
|
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
|
|
|
Ca:
|
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
|
|
C:
|
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
|
NOTE: Moody’s appends numerical modifiers, 1, 2, and 3
to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking in the lower
end of that generic rating category.
SHORT-TERM NOTES: The four ratings of Moody’s for short-term
notes are MIG 1, MIG 2, MIG 3, and MIG 4. MIG 1 denotes “best quality, enjoying strong protection from established cash
flows.” MIG 2 denotes “high quality” with “ample margins of protection.” MIG 3 notes are of “favorable
quality...but lacking the undeniable strength of the preceding grades.” MIG 4 notes are of “adequate quality, carrying
specific risk for having protection...and not distinctly or predominantly speculative.”
Description of Moody’s Commercial Paper Ratings:
Moody’s Commercial Paper ratings are opinions of the ability
to repay punctually promissory obligations not having an original maturity in excess of nine months. Moody’s employs the
following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:
Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
Issuers rated Prime-3 (or related supporting institutions) have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime
rating categories.
Description of Standard & Poor’s Corporation’s
Debt Ratings:
A Standard & Poor’s debt rating is a current
assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers, or lessees.
The debt rating is not a recommendation to purchase, sell or
hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.
The ratings are based on current information furnished by the
issuer or obtained by Standard & Poor’s from other sources Standard & Poor’s considers reliable.
Standard & Poor’s does not perform an audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I.
|
Likelihood of default – capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation;
|
|
|
II.
|
Nature of and provisions of the obligation;
|
|
|
III.
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditor’s rights.
|
|
|
AAA:
|
Debt rated “AAA” has the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.
|
|
|
AA:
|
Debt rated “AA” has a very strong capacity to pay interest and repay principal and differs from the highest-rated issues only in small degree.
|
|
|
A:
|
Debt rated “A” has a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
|
|
|
BBB:
|
Debt rated “BBB” is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than for debt in higher-rated categories.
|
|
|
BB, B, CCC, CC:
|
Debt rated “BB,” “B,” “CCC,” and “CC” is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” indicates the lowest degree of speculation and “CC” the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.
|
|
|
C:
|
The rating “C” is reserved for income bonds on which no interest is being paid.
|
|
|
D:
|
Debt rated “D” is in default, and payment of interest and/or repayment of principal is in arrears.
|
Plus (+) or Minus (-): The ratings from “AA” to
“B” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
Provisional Ratings: The letter “p” indicates that
the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the bonds being
rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion
of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment
on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with
respect to such likelihood and risk.
NR:
|
Indicates that no rating has been requested, that there is insufficient information on which to base a rating or that Standard & Poor’s does not rate a particular type of obligation as a matter of policy.
|
Standard & Poor’s, Commercial Paper Ratings
A Standard & Poor’s Commercial Paper Rating is
a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings
are graded into four categories, ranging from “A” for the highest quality obligations to “D” for the lowest.
Ratings are applicable to both taxable and tax-exempt commercial paper. The four categories are as follows:
A:
|
Issues assigned the highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety.
|
|
|
A-1:
|
This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Issues that possess overwhelming safety characteristics will be given a “+” designation.
|
|
|
A-2:
|
Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated “A-1.”
|
|
|
A-3:
|
Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the highest designations.
|
|
|
B:
|
Issues rated “B” are regarded as having only an adequate capacity for timely payment. However, such capacity may be damaged by changing conditions or short-term adversities.
|
C:
|
This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
|
|
|
D:
|
This rating indicates that the issue is either in default or is expected to be in default upon maturity.
|
The Commercial Paper Rating is not a recommendation to purchase
or sell a security. The ratings are based on current information furnished to Standard & Poor’s by the issuer and
obtained by Standard & Poor’s from other sources it considers reliable. The ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of, such information.
Standard & Poor’s rates notes with a maturity
of less than three years as follows:
SP-1:
|
A very strong, or strong, capacity to pay principal and interest. Issues that possess overwhelming safety characteristics will be given a “+” designation.
|
|
|
SP-2:
|
A satisfactory capacity to pay principal and interest.
|
|
|
SP-3:
|
A speculative capacity to pay principal and interest.
|
Fitch, Inc. Long-Term Credit Ratings
Investment Grade
AAA:
|
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
|
|
|
AA:
|
Very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
|
|
|
A:
|
High credit quality. “A” ratings denote low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
|
|
|
BBB:
|
Good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
|
Speculative Grade
BB:
|
Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
|
|
|
B:
|
Highly speculative. ‘B’ ratings indicate that material credit risk is present.
|
|
|
CCC:
|
Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.
|
|
|
CC:
|
Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.
|
|
|
C:
|
Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.
|
Defaulted obligations typically are not assigned ‘D’
ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects
and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying
vulnerability to default and loss.
Recovery Ratings
Recovery Ratings are assigned to selected individual securities
and obligations. These currently are published for most individual obligations of corporate issuers with IDRs in the ‘B’
rating category and below, and for selected structured finance obligations in low speculative grade.
Among the factors that affect recovery rates for securities
are the collateral, the seniority relative to other obligations in the capital structure (where appropriate), and the expected
value of the company or underlying collateral in distress.
The Recovery Rating scale is based upon the expected relative
recovery characteristics of an obligation upon the curing of a default, emergence from insolvency or following the liquidation
or termination of the obligor or its associated collateral. For structured finance, Recovery Ratings are designed to estimate recoveries
on a forward-looking basis while taking into account the time value of money.
Recovery Ratings are an ordinal scale and do not attempt to
precisely predict a given level of recovery. As a guideline in developing the rating assessments, the agency employs broad theoretical
recovery bands in its ratings approach based on historical averages, but actual recoveries for a given security may deviate materially
from historical averages.
RR1:
|
Outstanding
recovery prospects given default.
‘RR1’ rated securities have characteristics consistent with securities historically
recovering 91%-100% of current principal and related interest.
|
|
|
RR2:
|
Superior recovery prospects
given default
. ‘RR2’ rated securities have characteristics consistent with securities historically recovering
71%-90% of current principal and related interest.
|
|
|
RR3:
|
Good recovery prospects
given default.
‘RR3’ rated securities have characteristics consistent with securities historically recovering
51%-70% of current principal and related interest.
|
|
|
RR4:
|
Average recovery prospects
given default.
‘RR4’ rated securities have characteristics consistent with securities historically recovering
31%-50% of current principal and related interest.
|
|
|
RR5:
|
Below average recovery prospects
given default.
‘RR5’ rated securities have characteristics consistent with securities historically recovering
11%-30% of current principal and related interest.
|
|
|
RR6:
|
Poor recovery prospects
given default.
‘RR6’ rated securities have characteristics consistent with securities historically recovering
0%-10% of current principal and related interest.
|
Short-Term Credit Ratings
A short-term issuer or obligation rating is based in all cases
on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations
whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months
for corporate, structured and sovereign obligations, and up to 36 months for obligations in US public finance markets.
F1:
|
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
|
|
|
F2:
|
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
|
|
|
F3:
|
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
|
|
|
B:
|
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
|
|
|
C:
|
High short-term default risk. Default is a real possibility.
|
|
|
RD:
|
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
|
|
|
D:
|
Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.
|
ADDITIONAL INFORMATION
Additional information about the Fund (including the Fund's
policy regarding the disclosure of portfolio securities) is available in the Statement of Additional Information dated December
28, 2012, which is incorporated by reference into this prospectus. Additional information about the Funds' investments is available
in the Fund's annual and semi-annual reports to shareholders. In the Fund's annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected the Funds' performance during the last fiscal year. The Statement
of Additional Information and the Fund's annual and semi-annual reports can be obtained free of charge by writing Principal Funds,
P.O. Box 55904, Boston, MA 02205. In addition, the Fund makes its Statement of Additional Information and annual and semi-annual
reports available, free of charge, on our website at www.principalfunds.com. To request this and other information about the Fund
and to make shareholder inquiries, telephone 1-800-222-5852.
Information about the Fund (including the Statement of Additional
Information) can be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington, D.C. Information
on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Reports and other information
about the Fund are available on the EDGAR Database on the Commission's internet site at http:// www.sec.gov. Copies of this information
may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov,
or by writing the Commission's Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520.
The U.S. government does not insure or guarantee an investment
in any of the Funds.
Shares of the Funds are not deposits or obligations of, or guaranteed
or endorsed by, any financial institution, nor are shares of the Funds federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency.
Principal Funds, Inc. SEC File 811-07572
PRINCIPAL
FUNDS, INC. (“PFI”)
Institutional Class Shares
R-1 Class Shares
R-2 Class Shares
R-3 Class Shares
R-4 Class Shares
R-5 Class Shares
The date of this Prospectus is December
28, 2012
|
Ticker Symbols
|
Fund
|
Institutional
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
Blue Chip
|
PBCKX
|
|
|
|
|
|
Bond Market Index
|
PNIIX
|
PBIMX
|
PBINX
|
PBOIX
|
PBIPX
|
PBIQX
|
Diversified Real Asset
|
PDRDX
|
|
|
|
|
|
Global Multi-Strategy
|
PSMIX
|
|
|
|
|
|
Global Opportunities
|
PGOIX
|
|
|
|
|
|
International Equity Index
|
PIDIX
|
PILIX
|
PINEX
|
PIIOX
|
PIIPX
|
PIIQX
|
Preferred Securities
|
PPSIX
|
PUSAX
|
PPRSX
|
PNARX
|
PQARX
|
PPARX
|
Small-MidCap Dividend Income
|
PMDIX
|
|
|
|
|
|
The Securities and Exchange Commission
has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
TABLE OF
CONTENTS
Fund Summaries
|
|
Blue Chip
|
3
|
Bond Market Index
|
5
|
Diversified Real Asset
|
9
|
Global Multi-Strategy
|
15
|
Global Opportunities
|
21
|
International Equity Index
|
24
|
Preferred Securities
|
28
|
Small-MidCap Dividend Income
|
32
|
Additional Information about Investment Strategies
and Risks
|
35
|
Portfolio Holdings Information
|
48
|
Management of the Funds
|
48
|
Pricing of Fund Shares
|
53
|
Purchase of Fund Shares
|
54
|
Redemption of Fund Shares
|
55
|
Exchange of Fund Shares
|
56
|
Dividends and Distributions
|
56
|
Frequent Purchases and Redemptions
|
57
|
Tax Considerations
|
58
|
The Costs of Investing
|
58
|
Distribution Plans and Intermediary Compensation
|
59
|
Fund Account Information
|
60
|
Financial Highlights
|
61
|
Appendix A – Description of Bond Ratings
|
68
|
Appendix B – Additional Fund-Specific Information
|
73
|
APPENDIX C—RELATED PERFORMANCE OF THE SUB-ADVISOR
|
74
|
Additional InformatioN
|
75
|
Blue Chip Fund
|
Objective:
|
The Fund seeks long-term growth of capital.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Management Fees
|
0.70%
|
Other Expenses
|
0.51
(1)
|
Total Annual Fund Operating Expenses
|
1.21%
|
Expense Reimbursement
(2)
|
0.46
|
Total Annual Fund Expenses After Expense Reimbursement
|
0.75%
|
|
|
|
(1)
|
Based on estimated amounts for the current fiscal
year.
|
|
(2)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses attributable to Institutional
class shares by paying, if necessary, expenses normally
payable by the Fund, excluding interest expense, through
the period ending December 31, 2013. The expense limit
will maintain a total level of operating expenses (expressed
as a percent of average net assets on an annualized basis)
not to exceed 0.75% for Institutional class shares, excluding
interest expense. It is expected that the expense limit
will continue through the period disclosed; however, Principal
Funds, Inc. and Principal, the parties to the agreement,
may agree to terminate the expense limit prior to the end
of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1 year
|
3 years
|
|
Institutional Class
|
$77
|
$339
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. From June 13, 2012, date operations
commenced, through August 31, 2012, the Fund’s annualized portfolio turnover rate was 7.3% of the average value of
its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in equity securities of companies with large market capitalizations
(those with market capitalizations similar to companies in the Russell 1000 Growth
®
Index (as of September 30,
2012, this range was between approximately $743.1 million and $610.3 billion) at the time of purchase. The Fund invests in foreign
securities.
The Fund invests in growth equity securities; growth orientation
emphasizes buying equity securities of companies whose potential for growth of capital and earnings is expected to be above average.
Principal Risks
The Fund may be an appropriate investment for investors seeking
long-term growth of capital and willing to accept the potential for short-term fluctuations in the value of investments.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
Growth Stock Risk.
If growth companies do not increase
their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show
an absolute increase. Growth company stocks also typically lack the dividend yield that can lessen price declines in market downturns.
Performance
No performance information is shown because the Fund has not
yet had a calendar year of performance. The Fund’s performance will be benchmarked against the Russell 1000 Growth Index.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Principal Global Investors, LLC
|
·
|
K. William Nolin
(since 2012), Portfolio
Manager
|
|
·
|
Tom Rozycki (since
2012), Associate Portfolio
Manager
|
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
Bond Market Index Fund
|
Objective:
|
The Fund seeks to provide current income.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of
the value of your investment)
|
Institutional
Class
|
Class
R-1
|
Class
R-2
|
Class
R-3
|
Class
R-4
|
Class
R-5
|
Management Fees
|
0.25%
|
0.25%
|
0.25%
|
0.25%
|
0.25%
|
0.25%
|
Distribution and/or Service (12b-1) Fees
|
N/A
|
0.35
|
0.30
|
0.25
|
0.10
|
N/A
|
Other Expenses
|
0.01
|
0.54
|
0.46
|
0.33
|
0.29
|
0.27
|
Total Annual Fund Operating Expenses
|
0.26%
|
1.14%
|
1.01%
|
0.83%
|
0.64%
|
0.52%
|
Expense Reimbursement
(1)
|
N/A
|
–
|
–
|
–
|
–
|
–
|
Total Annual Fund Operating Expenses
After Expense Reimbursement
|
0.26%
|
1.14%
|
1.01%
|
0.83%
|
0.64%
|
0.52%
|
|
|
|
|
|
|
|
|
(1)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses attributable to Class R-1, R-2,
R-3, R-4, and R-5 shares by paying, if necessary, expenses
normally payable by the Fund, excluding interest expense,
through the period ending December 31, 2013. The expense
limit will maintain a total level of operating expenses
(expressed as a percent of average net assets on an annualized
basis) not to exceed 1.18% for Class R-1, 1.05% for Class
R-2, 0.87% for Class R-3, 0.68% for Class R-4, and 0.56%
for Class R-5, excluding interest expense. It is expected
that the expense limit will continue through the period
disclosed; however, Principal Funds, Inc. and Principal,
the parties to the agreement, may agree to terminate the
expense limit prior to the end of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Institutional Class
|
$ 27
|
$ 84
|
$146
|
$ 331
|
|
Class R-1
|
116
|
362
|
628
|
1,386
|
|
Class R-2
|
103
|
322
|
558
|
1,236
|
|
Class R-3
|
85
|
265
|
460
|
1,025
|
|
Class R-4
|
65
|
205
|
357
|
798
|
|
Class R-5
|
53
|
167
|
291
|
653
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s annualized portfolio turnover rate was 144.0% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in debt securities held by the Barclays U.S. Aggregate Bond Index
(the "Index") at the time of purchase. The Index is composed of investment grade, fixed rate debt issues, including
government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. The Fund employs a passive
investment approach designed to attempt to track the performance of the Index. Under normal circumstances, the Fund maintains
an average portfolio duration that is in line with the duration of the Barclays U.S. Aggregate Bond Index, which as of August
31, 2012 was 4.99 years. The Fund actively trades portfolio securities.
Principal Risks
The Fund may be an appropriate investment for investors interested
in investing in a fixed-income mutual fund and preferring a passive, rather than active, management style.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio
securities may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover
rates and increased brokerage costs.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Index Fund Investment Risk.
More likely than not, an
index fund will not provide investment performance that matches the index performance due to cashflows and the fees and expenses
of the fund.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Prepayment Risk.
Unscheduled prepayments on mortgage-backed
and asset-backed securities may have to be reinvested at lower rates. A reduction in prepayments may increase the effective maturities
of these securities, exposing them to the risk of decline in market value over time (extension risk).
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
U.S. Government Securities Risk.
Yields available from
U.S. government securities are generally lower than yields from many other fixed-income securities.
U.S. Government Sponsored Securities Risk.
Securities
issued by U.S. government-sponsored or -chartered enterprises such as the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, and the Federal Home Loan Banks are not issued or guaranteed by the U.S. Treasury.
Performance
The following information provides an indication of the risks
of investing in the Fund. The bar chart shows the investment returns of the Fund’s Institutional Class shares for each full
calendar year of operations for 10 years (or, if shorter, the life of the Fund). The table shows, for each share class of the Fund
and for the last one, five, and ten calendar year periods (or, if shorter, the life of the Fund), how the Fund’s average
annual total returns compare to the returns of one or more broad-based market indices. Past performance (before and after taxes)
is not necessarily an indication of how the Fund will perform in the future. You may get updated performance information online
at www.principal.com or by calling 1-800-222-5852.
Life of Fund returns are measured from December 30, 2009, the
date the Institutional, R-1, R-2, R-3, R-4, and R-5 Class shares were first sold.
Total Returns as of December 31 each year (Institutional
Class shares)
(1)
Highest return for a quarter during
the period of the bar chart above:
|
Q3 '11
|
3.76%
|
Lowest return for a quarter during the period
of the bar chart above:
|
Q4 ‘10
|
-1.31%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 3.77% for Institutional shares.
|
Average
Annual Total Returns
|
For the periods ended 12/31/2011
|
1 Year
|
Life
of Fund
|
Institutional Class Return Before Taxes
|
7.45%
|
6.61%
|
Institutional Class Return After Taxes on Distributions
|
6.53
|
5.79
|
Institutional Class Return After Taxes on Distribution and Sale of Fund Shares
|
4.84
|
5.16
|
Class R-1 Return Before Taxes
|
6.48
|
5.66
|
Class R-2 Return Before Taxes
|
6.69
|
5.81
|
Class R-3 Return Before Taxes
|
6.79
|
5.99
|
Class R-4 Return Before Taxes
|
7.10
|
6.22
|
Class R-5 Return Before Taxes
|
7.18
|
6.34
|
Barclays Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)
|
7.84
|
7.09
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for Institutional Class shares only and would be different for Class R-1, R-2, R-3, R-4 and R-5 shares.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Mellon Capital Management Corporation
|
·
|
David C. Kwan (since 2009), Managing Director, Fixed Income Management and Trading
|
|
·
|
Gregg Lee (since 2010), Vice President, Senior Portfolio Manager, Fixed Income
|
|
·
|
Zandra Zelaya (since 2009), Director, Portfolio Manager, Fixed-Income
|
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
Diversified Real Asset Fund
Objective:
The
Fund seeks a long-term total return in excess of inflation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Management Fees
|
0.84%
|
Other Expenses
|
0.03
|
Total Annual Fund Operating Expenses
|
0.87%
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1 year
|
3 years
|
5 years
|
10 years
|
|
Institutional Class
|
$89
|
$278
|
$482
|
$1,073
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund's annualized portfolio turnover rate was 107.3% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by allocating
its assets among the following general investment categories: inflation-indexed bonds, securities of real estate companies, commodity
index-linked notes, fixed-income securities, securities of natural resource companies, master limited partnerships (MLPs), publicly-listed
infrastructure companies, and floating rate debt. The Fund actively trades portfolio securities.
The Fund concentrates its investments (invests more than
25% of its net assets) in securities in the real estate and energy/natural resources industries.
In managing the Fund, Principal Management Corporation ("Principal"),
the Fund’s investment advisor, determines the Fund's strategic asset allocation among the general investment categories
described below, which are executed by multiple sub-advisors. The allocations will vary from time to time, and the Fund may add
additional investment categories. Except for its policy to concentrate in the real estate and energy/natural resources industries,
the Fund retains considerable latitude in allocating its assets.
A portion of the Fund's assets is invested primarily in
inflation-indexed bonds issued by the U.S. and non-U.S. governments, their agencies or instrumentalities and U.S. and non-U.S.
corporations. Inflation-indexed bonds are fixed-income securities that are structured to provide protection against inflation.
The value of the bond's principal or the interest income paid on the bond is adjusted to track changes in an official inflation
measure.
A portion of the Fund's assets is invested in a combination
of commodity index-linked notes and fixed-income securities. Commodities are assets that have tangible properties, such as oil,
coal, natural gas, agricultural products, industrial metals, livestock and precious metals. In order to gain exposure to the commodities
markets without investing directly in physical commodities, the Fund invests in commodity index-linked notes. Commodity index-linked
notes are derivative debt instruments with principal and/or
coupon payments linked to the performance of commodity indices. These notes are sometimes referred to as "structured notes"
because the terms of these notes may be structured by the issuer and the purchaser of the note. The value of these notes will
rise or fall in response to changes in the underlying commodity index and will be subject to credit and interest rate risks that
typically affect debt securities. The fixed income securities are primarily short-term U.S. Treasury and Agency notes and bonds.
A portion of the Fund's assets is invested in the real estate
industry. The Fund invests in equity securities of global companies principally engaged in the real estate industry ("real
estate companies"). A real estate company has at least 50% of its assets, income or profits derived from products or services
related to the real estate industry. Real estate companies include real estate investment trusts ("REITs"), REIT-like
entities, and companies with substantial real estate holdings such as paper, lumber, hotel and entertainment companies as well
as building supply manufacturers, mortgage lenders, and mortgage servicing companies.
A portion of the Fund's assets is invested in securities
of companies that primarily own, explore, mine, process or otherwise develop natural resources, or supply goods and services to
such companies. Natural resources generally include precious metals, such as gold, silver and platinum, ferrous and nonferrous
metals, such as iron, aluminum and copper, strategic metals such as uranium and titanium, hydrocarbons such as coal, oil and natural
gas, timberland, undeveloped real property and agricultural commodities.
A portion of the Fund's assets is invested in MLPs. Generally,
MLPs are engaged in the transportation, storage, processing, refining, marketing, production, or mining of natural resources.
The Fund invests primarily in the mid-stream category of MLPs, which is generally comprised of pipelines used to gather, process,
transport, and distribute natural gas, crude oil, and refined petroleum products.
A portion of the Fund’s assets is invested in domestic
and foreign publicly-listed infrastructure companies. Publicly-listed infrastructure equity securities trade on an exchange and
include, but are not limited to, companies involved in the ownership and/or operations of infrastructure assets within the transportation,
communications, water, electricity transmission and distribution, and oil and gas storage, processing and transportation industries.
A portion of the Fund’s assets is invested in below-investment-grade
(sometimes called “junk”) or comparable unrated floating rate debt (also known as bank loans, syndicated loans, leveraged
loans or senior floating rate interests). Floating rate debt has a variable coupon that resets periodically, with interest payments
determined by a representative interest rate index (e.g. LIBOR or the federal funds rate) plus a fixed spread. As a result, the
coupon payments vary, or “float” with prevailing market interest rates.
Principal Risks
The Fund may be an appropriate investment for investors seeking
to maintain their purchasing power, who are willing to accept the risks associated with investing in commodity index-linked notes,
fixed-income securities, inflation-indexed bonds, equity securities and real estate.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio
securities may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover
rates and increased brokerage costs.
Asset Allocation Risk.
A fund's selection and weighting
of asset classes may cause it to underperform other funds with a similar investment objective.
Bank Loans Risk.
Changes in
economic conditions are likely to cause issuers of bank loans
(also known as senior floating rate interests)
to be unable to meet their obligations. In addition, the value of the collateral securing the loan may decline, causing a loan
to be substantially unsecured. Underlying credit agreements governing the bank loans, reliance on market makers, priority of repayment
and overall market volatility may harm the liquidity of loans.
Commodity Index-Linked Notes Risk.
The value of commodities
may be affected by overall market movements and other factors affecting the value of a particular industry or commodity. These
notes expose the fund to movements in commodity prices. They are also subject to credit, counterparty, and interest rate risk.
Commodity index-linked notes are often leveraged. At the maturity of the note, the fund may receive more or less principal than
it originally invested. The fund may also receive interest payments on the note that are less than the stated coupon interest payments.
Commodity-Related Investment Risk.
The value of commodities
investments will generally be affected by overall market movements and factors specific to a particular industry or commodity,
which may include weather, embargoes, tariffs, and economic health, political, international regulatory and other developments.
Exposure to the commodities markets may subject the fund to greater volatility than investments in traditional securities.
Counterparty Risk.
Counterparty risk is the risk that
the counterparty to a derivatives contract or repurchase agreement, the borrower of a portfolio’s securities, or other obligation,
will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Industry Concentration Risk (Energy/Natural Resources).
A
fund that concentrates investments in a particular industry or group of industries has greater exposure than other funds to market,
economic and other factors affecting that industry or group of industries. A fund concentrating in energy/n
atural
resource companies
may be affected by numerous factors, including events occurring in nature, inflationary pressures,
international politics, the success of exploration projects, commodity prices, energy conservation, taxes and other government
regulations. In addition, interest rates and general economic conditions may affect the demand for energy/natural resources. For
example, events occurring in nature (such as earthquakes or fires in prime energy/natural resource areas) and political events
(such as coups, military confrontations or acts of terrorism) can affect overall supply of energy/natural resources and the value
of companies involved in energy/natural resources.
Industry Concentration Risk (Real Estate).
A fund that
concentrates investments in a particular industry or group of industries has greater exposure than other funds to market, economic
and other factors affecting that industry or group of industries. A fund concentrating in the real estate industry can be subject
to the risks associated with direct ownership of real estate, securities of companies in the real estate industry, and/or real
estate investment trusts.
Leverage Risk.
Leverage created by borrowing or certain
types of transactions or investments, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued,
delayed delivery or forward commitment transactions, or derivative instruments, may impair the fund’s liquidity, cause it
to liquidate positions at an unfavorable time, increase volatility of the fund’s net asset value, or diminish the fund’s
performance.
Master Limited Partnership ("MLP") Risk.
MLPs
are publicly-traded limited partnership interests or units. An MLP that invests in a particular industry (e.g., oil and gas) will
be harmed by detrimental economic events within that industry. As partnerships, MLPs may be subject to less regulation (and less
protection for investors) under state laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions,
which may reduce the amount of income an MLP pays to its investors.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will indirectly
bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
U.S. Government Securities Risk.
Yields available from
U.S. government securities are generally lower than yields from many other fixed-income securities.
Performance
The following information provides an indication of the
risks of investing in the Fund. The bar chart shows the investment returns of the Fund’s Institutional Class shares for
each full calendar year of operations for 10 years (or, if shorter, the life of the Fund). The table shows, for each share class
of the Fund and for the last one, five, and ten calendar year periods (or, if shorter, the life of the Fund), how the Fund’s
average annual total returns compare to the returns of one or more broad-based market indices. Past performance (before and after
taxes) is not necessarily an indication of how the Fund will perform in the future. You may get updated performance information
online at www.principal.com or by calling 1-800-222-5852.
Life of Fund returns are measured from March 16, 2010, the
date the Institutional Class shares were first sold.
Performance of a blended index shows how the Fund’s
performance compares to an index with similar investment objectives. Performance of the components of the blended index are also
shown. The Diversified Real Asset Custom Index was composed of 30% Barclays U.S. Treasury TIPS Index, 20% MSCI U.S. REIT Index,
25% Dow Jones UBS Commodity Index, 15% S&P N.A. Natural Resources Index, and 10% Tortoise MLP Index. Effective January 31,
2012, the weightings for the Diversified Real Asset Custom Index changed to 30% Barclays U.S. Treasury TIPS Index, 20% Dow Jones
UBS Commodity Index, 10% S&P N.A. Natural Resources Index, 10% Tortoise MLP Index, 10% Dow Jones Brookfield Global Infrastructure
Index, 10% Credit Suisse Leveraged Loan Index, and 10% FTSE EPRA/NAREIT Developed Index. The custom or blended index returns reflect
the allocation in effect for the time period(s) for which fund returns are disclosed. Previous weightings or allocations of the
custom or blended index are not restated.
Total Returns as of December 31 each year (Institutional
Class shares)
(1)
Highest return for a quarter during
the period of the bar chart above:
|
Q4 '11
|
7.18%
|
Lowest return for a quarter during the period
of the bar chart above:
|
Q3 '11
|
-9.16%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 8.17% for Institutional shares.
|
Average
Annual Total Returns
|
For the periods ended 12/31/2011
|
1 Year
|
Life
of Fund
|
Institutional Class Return Before Taxes
|
0.83%
|
9.00%
|
Institutional Class Return After Taxes on Distributions
|
0.20
|
8.47
|
Institutional Class Return After Taxes on Distribution and Sale of Fund Shares
|
0.89
|
7.47
|
Barclays US Treasury TIPS Index
(reflects no deduction
for fees, expenses, or taxes)
|
13.56
|
10.42
|
MSCI US REIT Index
(reflects no deduction for fees,
expenses, or taxes)
|
8.69
|
14.22
|
Dow Jones UBS Commodity Index
(reflects no deduction
for fees, expenses, or taxes)
|
-13.32
|
3.32
|
S&P North American Natural Resources Index
(reflects
no deduction for fees, expenses, or taxes)
|
-7.35
|
6.85
|
Tortoise MLP Index
(reflects no deduction for fees,
expenses, or taxes)
|
13.73
|
22.36
|
Dow Jones Brookfield Global Infrastructure Index
(reflects
no deduction for fees, expenses, or taxes)
|
13.75
|
14.07
|
Credit Suisse Leveraged Loan Index
(reflects no deduction
for fees, expenses, or taxes)
|
1.82
|
5.26
|
FTSE EPRA/NAREIT Developed Index
(reflects no deduction
for fees, expenses, or taxes)
|
-5.82
|
5.28
|
Diversified Real Asset Custom Index
(reflects no
deduction for fees, expenses, or taxes)
|
2.80
|
10.63
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Management
Investment Advisor and Portfolio Managers:
Principal Management Corporation
|
·
|
Michael P. Finnegan (since 2010), Chief Investment Officer
|
|
·
|
Kelly Grossman (since 2010), Senior Product Manager
|
|
·
|
Dave Reichart (since 2011), Senior Vice President
|
Sub-Advisor(s):
BlackRock Financial Management, Inc.
Brookfield Investment Management, Inc.
Credit Suisse Asset Management, LLC
Jennison Associates LLC
Principal Real Estate Investors, LLC
Symphony Asset Management LLC
Tortoise Capital Advisors, L.L.C.
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
Global Multi-Strategy Fund
On December 11, 2012, the Board of Directors of Principal
Funds, Inc. approved the hiring of Finisterre Capital LLP (“Finisterre”) as sub-advisor for the Global Multi-Strategy
Fund. The proposal to hire Finisterre will be submitted for shareholder vote at a Special Meeting of Shareholders of Global Multi-Strategy
Fund tentatively scheduled for February 26, 2013. Additional information about this proposal will be provided in the Proxy Statement
that is expected to be mailed to record date shareholders of Global Multi-Strategy Fund in January 2013. If shareholders approve
this proposal, Finisterre is expected to begin managing Global Multi-Strategy Fund assets in March 2013.
|
Objective:
|
The Fund seeks to achieve long-term capital appreciation with an emphasis on positive total
returns and relatively low volatility.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Management Fees
|
1.60%
|
Other Expenses:
|
|
Dividend and Interest Expense on Short Sales
|
0.70
|
Remainder of Other Expenses
|
0.08
|
Total Annual Fund Operating Expenses
|
2.38%
|
Expense Reimbursement
(1)
|
0.03
|
Total Annual Fund Operating Expenses After Expense Reimbursement
|
2.35%
|
|
|
|
(1)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund's expenses attributable to Institutional class
shares by paying, if necessary, expenses normally payable
by the Fund, excluding interest expense and short sale
dividends and interest, through the period ending December
31, 2013. The expense limit will maintain a total level
of operating expenses (expressed as a percent of average
net assets on an annualized basis) not to exceed 1.65%
for Institutional class shares, excluding interest expense
and short sale dividends and interest. It is expected that
the expense limit will continue through the period disclosed;
however, Principal Funds, Inc. and Principal, the parties
to the agreement, may agree to terminate the expense limit
prior to the end of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Institutional Class
|
$238
|
$740
|
$1,268
|
$2,714
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. From October 14, 2011, date operations
commenced, through August 31, 2012, the Fund’s annualized portfolio turnover rate was 196.0% of the average value of
its portfolio.
Principal Investment Strategies
Principal Management Corporation ("Principal"), the
Fund's investment adviser, allocates the Fund's assets among one or more of the investment strategies described below, which are
executed by one or more of the Fund's sub-advisors. In making these allocations, Principal seeks to combine the strategies of the
sub-advisors efficiently and systematically so that the Fund generates, through a diversified set of investment strategies, a positive
total return with relatively low volatility and low sensitivity or correlation to market indices. By allocating the Fund’s
assets among a variety of investment strategies, which will vary from time-to-time, the Fund seeks to lessen risk and reduce volatility.
Principal may also direct a sub-advisor to reduce or omit its investment in certain assets or asset classes in an effort to achieve
its desired combination of the Fund's strategies.
In pursuing its strategies, the Fund invests in a broad
range of instruments including, but not limited to, equities, bonds, currencies, convertible securities and derivatives such as
futures, options, swaps (including, for example, credit default, interest rate, and currency swaps) and forwards. The Fund intends
to engage in derivative transactions to gain exposure to a variety of securities or attempt to reduce risk. The Fund intends to
invest in securities that are tied economically to a number of countries throughout the world, including the U.S.; however, the
Fund has no requirements as to the amount of its net assets that it invests in foreign securities. The Fund is considered non-diversified,
which means it can invest a higher percentage of assets in securities of individual issuers than a diversified fund. The Fund
actively trades securities.
Some of the strategies take long and/or short positions. When
taking a short position, the Fund may sell an instrument that it does not own and then borrow to meet its settlement obligations.
The Fund may take short positions in futures, forwards or swaps. A short position will benefit from a decrease in price of the
underlying instrument and will lose value if the price of the underlying instrument increases. Long positions will profit if the
value of the instrument increases. Simultaneously engaging in long investing and short selling reduces the net exposure of the
overall portfolio to general market movements. Relative value positions may be taken as well in the various strategies. Relative
value strategies capitalize on price differences between similar securities or relative value among securities of the same company.
The Fund may use all or some of the following strategies to
varying degrees, depending on market conditions, and may add additional strategies. Principal may allocate 0 to 100% of the Fund’s
assets to any of these strategies at any time.
Credit Long/Short and Distressed Credit.
This
strategy utilizes a flexible investment approach that allocates investments across a global range of investment opportunities
related to credit, currencies and interest rates, while employing risk management strategies. This strategy invests in fixed income
securities and instruments and may invest in both investment-grade securities and below investment grade bonds (sometimes called
“high yield bonds” or "junk bonds") which are rated at the time of purchase Ba1 or lower by Moody's and
BB+ or lower by S&P (if the bond has been rated by only one of those agencies, that rating will determine whether the bond
is below investment grade; if the bond has not been rated by either of those agencies, the Sub-Advisor will determine whether
the bond is of a quality comparable to those rated below investment grade). This strategy may also invest in the following securities:
securities denominated in foreign currencies and in U.S. dollar denominated securities of foreign issuers, preferred securities,
convertible securities, Rule 144A securities, mortgage or asset-backed securities, floating rate debt (including bank loans),
distressed investments, emerging markets, equities and derivative instruments, such as options, futures contracts, forwards or
swap agreements. This strategy may utilize derivative instruments in an effort to minimize volatility. Also, at times, this strategy
expects to gain its investment exposure substantially through the use of derivatives. The notional value of this strategy’s
long and short investment exposures may at times each reach 100% of the assets invested in this strategy (excluding instruments
used primarily for duration, yield curve, and interest rate management and short-term investments), although these exposures may
be higher or lower at any given time. This strategy may purchase or sell securities on a when-issued, delayed delivery or forward
commitment basis and may engage in short sales. The strategy may, without limitation, seek to obtain market exposure to the securities
in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques
(such as buy backs or dollar rolls).
Equity Long/Short.
This strategy provides
long and short exposure to a diversified portfolio of equities which involves simultaneously investing in equities (i.e., investing
long) the sub-advisor expects to increase in value (securities the sub-advisor believes are undervalued) and either selling equities
(i.e., short sales or short selling) the sub-advisor expects to decrease in value (securities the sub-advisor believes are overvalued)
or hedging equity market exposure in another way (i.e., by using derivatives such as futures or options). Long/short equity expresses
industry views by emphasizing certain industries and it also seeks to exploit pricing inefficiencies between related equity securities.
An example of exploiting pricing inefficiencies between related equity securities is building a portfolio containing long positions
in the strongest companies of several industries and taking short positions in companies showing signs of weakness in the corresponding
industries. This strategy has available two methods of analysis: fundamental analysis, a method of security analysis that involves
examining a company's financial statements and operations, especially sales, earnings, products, management and competition and
quantitative analysis, a method of security analysis that involves use of mathematical models to examine a company's measurable
characteristics such as revenue, earnings, margins and market share.
Equity Market Neutral.
This strategy seeks to profit
by exploiting pricing inefficiencies between related equity securities and neutralizing exposure to market risk by maintaining
long and short positions. Equity market neutral is not expected to have industry overweights.
Dedicated Short Bias.
The dedicated short bias strategy
seeks to profit by shorting stocks that have negative market sentiment and neutralizing exposure to market risk by maintaining
long and short positions.
Global Macro.
Global macro strategies seek to profit
from movement in the prices of securities that are highly sensitive to macroeconomic conditions, across a broad spectrum of assets.
This strategy provides long and short exposure to developed country equities, currencies and bonds markets.
Emerging Markets.
This strategy seeks to profit from
investing in equities, bonds, and currencies of issuers in emerging markets. This strategy provides long and short exposure to
emerging country equity, debt, and currency markets, and long and short exposure to a basket of liquid equity securities traded
on emerging and developed market exchanges.
Convertible Arbitrage.
Convertible arbitrage strategies
seek to profit from the complexity of the pricing of convertible bonds (which contain elements of both a fixed income security
and an equity option) by structuring trades using multiple securities within the capital structure of a convertible bond issuer.
The Fund may purchase the convertible bond of a given issuer and simultaneously sell short the common stock of that same issuer
to take advantage of a mispricing of either security. This strategy takes positions in various global convertible debt and preferred
securities and an offsetting position in various global equities directly linked to the convertible securities. In implementing
this strategy, the Fund may use derivatives to hedge against a decline in interest rates or credit exposure.
Currency Instruments, Futures Contracts, Futures-Related
Instruments and Equity Swaps.
These strategies seek to profit from the design and implementation of quantitative selection
models to help predict upcoming movements in any combination of fixed income, currency, or equity markets. This strategy provides
long and short exposure to developed country equities, bonds and currency markets and long and short exposure to emerging country
equity and currency markets.
Event Driven.
Event driven strategies seek to profit
from investing in the securities of companies based not on a value or growth investment style but rather on the basis that a specific
event or catalyst will affect future prices. This strategy attempts to capitalize on price discrepancies and returns generated
by corporate activity, such as merger arbitrage. In merger arbitrage, the Fund will employ a diversified, disciplined strategy
to attempt to capture the returns from holding a long/short portfolio of stocks of companies involved in mergers.
Fixed Income Arbitrage.
Fixed income arbitrage seeks
to profit from exploiting mispricing of various, liquid fixed income or interest rate sensitive securities. This strategy provides
long and short exposure to developed country bond and currency markets, long and short exposure to investment grade credit markets
and long and short exposure to forward mortgage-backed securities trading in the to be announced (“TBA”) market.
Principal Risks
The Fund may be an appropriate investment for investors who
seek long-term capital appreciation and who can accept the risks of investing in a variety of global markets and a variety of instruments.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio securities
may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover rates
and increased brokerage costs.
Arbitrage Trading Risk.
The underlying relationships
between securities in which the fund takes arbitrage investment positions may change in an adverse manner, in which case the fund
may realize losses.
Asset Allocation Risk.
A fund's selection and weighting
of asset classes may cause it to underperform other funds with a similar investment objective.
Bank Loans Risk.
Changes in
economic conditions are likely to cause issuers of bank loans
(also known as senior floating rate interests)
to be unable to meet their obligations. In addition, the value of the collateral securing the loan may decline, causing a loan
to be substantially unsecured. Underlying credit agreements governing the bank loans, reliance on market makers, priority of repayment
and overall market volatility may harm the liquidity of loans.
Basis Risk.
A hedge using derivatives and/or securities
could expose the fund to basis risk. Basis risk could arise when the change in price of the hedge may not match the change in price
of the asset it hedges. In other words, the hedge moves in a direction that does not match the asset it is trying to hedge.
Counterparty Risk.
Counterparty risk is the risk that
the counterparty to a derivatives contract or repurchase agreement, the borrower of a portfolio’s securities, or other obligation,
will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
Convertible Securities Risk.
Convertible securities can
be bonds, notes, debentures, preferred stock or other securities which are convertible into common stock. Convertible securities
are subject to both the credit and interest rate risks associated with fixed income securities and to the stock market risk associated
with equity securities.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Distressed Investments Risk.
A
fund’s investment in instruments involving loans, loan participations, bonds, notes, non-performing and sub-performing mortgage
loans, many of which are not publicly traded, may involve a substantial degree of risk for the following reasons. These instruments
may become illiquid and the prices of such instruments may be extremely volatile. Valuing such instruments may be difficult and
a fund may lose all of its investment, or it may be required to accept cash or securities with a value less than the fund’s
original investment. Issuers of distressed securities are typically in a weak financial condition and may default, in which case
the fund may lose its entire investment.
Emerging Market Risk.
Investments in emerging market
countries may have more risk than those in developed market countries because the emerging markets are less developed and more
illiquid. Emerging market countries can also be subject to increased social, economic, regulatory, and political uncertainties
and can be extremely volatile.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Event-Driven Trading Risk.
Event-driven trading involves
the risk that the special situation may not occur as anticipated, if at all, and that the market price of a stock declines.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Leverage Risk.
Leverage created by borrowing or certain
types of transactions or investments, such as reverse repurchase agreements, loans of portfolio securities, and the use of when-issued,
delayed delivery or forward commitment transactions, or derivative instruments, may impair the fund’s liquidity, cause it
to liquidate positions at an unfavorable time, increase volatility of the fund’s net asset value, or diminish the fund’s
performance.
Non-Diversification Risk.
A non-diversified fund may
invest a high percentage of its assets in the securities of a small number of issuers and is more likely than diversified funds
to be significantly affected by a specific security’s poor performance.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Prepayment Risk.
Unscheduled prepayments on mortgage-backed
and asset-backed securities may have to be reinvested at lower rates. A reduction in prepayments may increase the effective maturities
of these securities, exposing them to the risk of decline in market value over time (extension risk).
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Short Sale Risk
. A short sale involves the sale by the
fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. A fund
may also enter into a short derivative position through a futures contract or swap agreement. If the price of the security or derivative
has increased during this time, then the fund will incur a loss equal to the increase in price from the time that the short sale
was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may
be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party
to the short sale may fail to honor its contract terms, causing a loss to the fund.
Value Stock Risk.
The market may not recognize the intrinsic
value of value stocks for a long time, or they may be appropriately priced at the time of purchase.
Performance
No performance information is shown because the Fund has not
yet had a calendar year of performance. The Fund’s performance will be benchmarked against the HRFI (Hedge Fund Research
Inc.) Funds-of-Funds Composite Index.
Management
Investment Advisor and Portfolio Managers:
Principal Management
Corporation
|
·
|
Michael P. Finnegan (since 2011), Chief Investment Officer
|
|
·
|
Kelly Grossman (since 2011), Senior Product Manager
|
|
·
|
Dave Reichart (since 2011), Senior Vice President
|
Sub-Advisors:
AQR Capital Management, LLC
Cliffwater LLC
CNH Partners, LLC
Loomis, Sayles & Company, L.P.
Los Angeles Capital Management and Equity Research, Inc.
Pacific Investment Management Company LLC
Wellington Management Company, LLP
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
Global Opportunities Fund
|
Objective:
|
The Fund seeks long-term growth of capital.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Management Fees
|
0.85%
|
Other Expenses
|
3.14
(1)
|
Total Annual Fund Operating Expenses
|
3.99%
|
Expense Reimbursement
(2)
|
3.04
|
Total Annual Fund Operating Expenses after Expense Reimbursement
|
0.95%
|
|
|
|
(1)
|
Based on estimated
amounts for the current
fiscal year.
|
|
|
(2)
|
Principal Management Corporation ("Principal"), the investment advisor,
has contractually agreed to limit the Fund’s expenses attributable to Institutional
class shares by paying, if necessary, expenses normally payable by the Fund, excluding
interest expense, through the period ending December 31, 2014. The expense limit
will maintain a total level of operating expenses (expressed as a percent of average
net assets on an annualized basis) not to exceed 0.95% for Institutional class shares,
excluding interest expense. It is expected that the expense limit will continue through
the period disclosed; however, Principal Funds, Inc. and Principal, the parties to
the agreement, may agree to terminate the expense limit prior to the end of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
|
Institutional Class
|
$97
|
$632
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it
buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual
fund operating expenses or in the example, affect the Fund’s performance. This is a new Fund and does not yet have a portfolio
turnover rate to disclose.
Principal Investment Strategies
The Fund invests primarily in equity securities. The Fund
intends to invest in securities that are tied economically to a number of countries throughout the world, including the U.S. and
emerging markets; however, the Fund has no requirements as to the amount of its net assets that invests in foreign securities.
The Fund has a flexible investment strategy and may invest in equity securities regardless of market capitalization (small, medium,
or large) and style (growth or value). The Fund invests in value equity securities, an investment strategy that emphasizes buying
equity securities that appear to be undervalued. The Fund also invests in growth equity securities; growth orientation emphasizes
buying equity securities of companies whose potential for growth of capital and earnings is expected to be above average. The
Fund actively trades portfolio securities. The Fund uses derivative instruments. Specifically, the Fund engages in certain options
or swaps transactions and enter into futures contracts for portfolio and cash management purposes.
Principal Risks
The Fund may be an appropriate investment for investors seeking
long-term growth of capital in global markets, including emerging markets, who are able to assume the increased risks of higher
price volatility and currency fluctuations associated with investments in international equity securities which trade in non-U.S.
currencies.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Active Trading Risk.
Actively trading portfolio securities
may accelerate realization of taxable gains and losses, lower fund performance and may result in high portfolio turnover rates
and increased brokerage costs.
Counterparty Risk.
Counterparty risk is the risk that
the counterparty to a derivatives contract or repurchase agreement, the borrower of a portfolio’s securities, or other obligation,
will be unable or unwilling to make timely principal, interest, or settlement payments, or otherwise to honor its obligations.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Emerging Market Risk.
Investments in emerging market
countries may have more risk than those in developed market countries because the emerging markets are less developed and more
illiquid. Emerging market countries can also be subject to increased social, economic, regulatory, and political uncertainties
and can be extremely volatile.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
Growth Stock Risk.
If growth companies do not increase
their earnings at a rate expected by investors, the market price of the stock may decline significantly, even if earnings show
an absolute increase. Growth company stocks also typically lack the dividend yield that can lessen price declines in market downturns.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Value Stock Risk.
The market may not recognize the intrinsic
value of value stocks for a long time, or they may be appropriately priced at the time of purchase.
Performance
No performance information is shown because the Fund has not
yet had a calendar year of performance. The Fund’s performance will be benchmarked against the MSCI All Country World Index
(ACWI).
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Principal Global Investors, LLC
|
·
|
Christopher Ibach
(since 2012), Portfolio
Manager
|
|
·
|
Xiaxo Li (since
2012), Portfolio Manager
|
|
·
|
Mustafa Sagun
(since 2012), Portfolio
Manager
|
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
International Equity Index Fund
|
Objective:
|
The Fund seeks long-term growth of capital.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Class
R-1
|
Class
R-2
|
Class
R-3
|
Class
R-4
|
Class
R-5
|
Management Fees
|
0.25%
|
0.25%
|
0.25%
|
0.25%
|
0.25%
|
0.25%
|
Distribution and/or Service (12b-1) Fees
|
N/A
|
0.35
|
0.30
|
0.25
|
0.10
|
N/A
|
Other Expenses
|
0.07
|
0.59
|
0.51
|
0.38
|
0.34
|
0.32
|
Acquired Fund Fees and Expenses
|
0.01
|
0.01
|
0.01
|
0.01
|
0.01
|
0.01
|
Total Annual Fund Operating Expenses
|
0.33%
|
1.20%
|
1.07%
|
0.89%
|
0.70%
|
0.58%
|
Expense Reimbursement
(1)
|
N/A
|
–
|
–
|
–
|
–
|
–
|
Total Annual Fund Operating Expenses
after expense Reimbursement
|
0.33%
|
1.20%
|
1.07%
|
0.89%
|
0.70%
|
0.58%
|
|
|
|
|
|
|
|
|
(1)
|
Principal Management Corporation ("Principal"),
the investment advisor, has contractually agreed to limit
the Fund’s expenses attributable to Class R-1, R-2,
R-3, R-4, and R-5 shares by paying, if necessary,expenses
normally payable by the Fund, excluding interest expense
and Acquired Fund Fees and Expenses, through the period
ending December 31, 2013. The expense limit will maintain
a total level of operating expenses (expressed as a percent
of average net assets on an annualized basis) not to exceed
1.28% for Class R-1, 1.15% for Class R-2, 0.97% for Class
R-3, 0.78% for Class R-4, and 0.66% for Class R-5, excluding
interest expense and Acquired Fund Fees and Expenses. It
is expected that the expense limit will continue through
the period disclosed; however, Principal Funds, Inc. and
Principal, the parties to the agreement, may agree to terminate
the expense limit prior to the end of the period.
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Institutional Class
|
$ 34
|
$106
|
$185
|
$ 418
|
|
Class R-1
|
122
|
381
|
660
|
1,455
|
|
Class R-2
|
109
|
340
|
590
|
1,306
|
|
Class R-3
|
91
|
284
|
493
|
1,096
|
|
Class R-4
|
72
|
224
|
390
|
871
|
|
Class R-5
|
59
|
186
|
324
|
726
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s annualized portfolio turnover rate was 53.5% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in securities held by MSCI EAFE NDTR D Index (the "Index")
at the time of purchase. The Index is a weighted equity index designed to measure the equity performance of developed markets
(Europe, Australia, New Zealand, and Far East), excluding the United States and Canada. The Fund employs a passive investment
approach designed to attempt to track the performance of the Index. The Fund invests in index futures and options and exchange-traded
funds ("ETFs") on a daily basis to gain exposure to the Index in an effort to minimize tracking error relative to the
benchmark.
Principal Risks
The Fund may be an appropriate investment for investors seeking
long-term growth of capital, willing to accept the potential for volatile fluctuations in the value of investments and preferring
a passive, rather than active, management style.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Derivatives Risk.
Transactions in derivatives
may increase volatility, cause the liquidation of portfolio positions when not advantageous to do so and produce disproportionate
losses.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Exchange-Traded Funds ("ETFs") Risk.
An ETF
is subject to the risks associated with direct ownership of the securities comprising the index on which the ETF is based. Fund
shareholders indirectly bear their proportionate share of the expenses of the ETFs in which the fund invests.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
Index Fund Investment Risk.
More likely than not, an
index fund will not provide investment performance that matches the index performance due to cashflows and the fees and expenses
of the fund.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Performance
The following information provides an indication of the risks
of investing in the Fund. The bar chart shows the investment returns of the Fund’s Institutional shares for each full calendar
year of operations for 10 years (or, if shorter, the life of the Fund). The table shows, for each share class of the Fund and for
the last one, five, and ten calendar year periods (or, if shorter, the life of the Fund), how the Fund’s average annual total
returns compare to the returns of one or more broad-based market indices. Past performance (before and after taxes) is not necessarily
an indication of how the Fund will perform in the future. You may get updated performance information online at www.principal.com
or by calling 1-800-222-5852.
Life of Fund returns are measured from December 30, 2009, the
date the Institutional, R-1, R-2, R-3, R-4, and R-5 Class shares were first sold.
Total Returns as of December 31 each year (Institutional
Class shares)
(1)
Highest return for
a quarter during the period of the bar chart above:
|
Q3
‘10
|
17.39%
|
Lowest return for a quarter during
the period of the bar chart above:
|
Q3 ‘11
|
-20.25%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 9.89% for Institutional shares.
|
Average
Annual Total Returns
|
For
the periods ended 12/31/2011
|
1 Year
|
Life
of Fund
|
Institutional Class Return Before Taxes
|
-12.39%
|
-3.52%
|
Institutional Class Return After Taxes on Distributions
|
-12.60
|
-3.76
|
Institutional Class Return After Taxes on Distribution and Sale of Fund Shares
|
-7.44
|
-2.87
|
Class R-1 Return Before Taxes
|
-13.22
|
-4.38
|
Class R-2 Return Before Taxes
|
-13.20
|
-4.32
|
Class R-3 Return Before Taxes
|
-12.93
|
-4.12
|
Class R-4 Return Before Taxes
|
-12.79
|
-3.89
|
Class R-5 Return Before Taxes
|
-12.68
|
-3.79
|
MSCI - EAFE NDTR D Index
(reflects no deduction for
fees, expenses, or taxes)
|
-12.14
|
-2.47
|
|
|
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for Institutional Class shares only and would be different for Class R-1, R-2, R-3, R-4 and R-5 shares.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Principal Global Investors, LLC
|
·
|
Thomas L. Kruchten (since 2011), Research Analyst and Portfolio Manager
|
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
Preferred Securities Fund
|
Objective:
|
The Fund seeks to provide current income.
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Class
R-1
|
Class
R-2
|
Class
R-3
|
Class
R-4
|
Class
R-5
|
Management Fees
|
0.71%
|
0.71%
|
0.71%
|
0.71%
|
0.71%
|
0.71%
|
Distribution and/or Service (12b-1) Fees
|
N/A
|
0.35
|
0.30
|
0.25
|
0.10
|
N/A
|
Other Expenses
|
0.04
|
0.53
|
0.45
|
0.32
|
0.28
|
0.26
|
Total Annual Fund Operating Expenses
|
0.75%
|
1.59%
|
1.46%
|
1.28%
|
1.09%
|
0.97%
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Institutional Class
|
$77
|
$240
|
$417
|
$930
|
|
Class R-1
|
162
|
502
|
866
|
1,889
|
|
Class R-2
|
149
|
462
|
797
|
1,746
|
|
Class R-3
|
130
|
406
|
702
|
1,545
|
|
Class R-4
|
111
|
347
|
601
|
1,329
|
|
Class R-5
|
99
|
309
|
536
|
1,190
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s annualized portfolio turnover rate was 22.9% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in preferred securities at the time of purchase. Preferred securities
generally pay fixed rate dividends (though some are adjustable rate) and typically have "preference" over common stock
in the payment of dividends and the liquidation of a company's assets, but are junior to all forms of the company's debt. Most
of the securities purchased by the Fund are preferred securities of companies rated at the time of purchase BBB- or higher by
Standard & Poor's Rating Service ("S&P") or Baa3 or higher by Moody's Investor Service, Inc. ("Moody's")
or, if unrated, of comparable quality in the opinion of the Sub-Advisor. The Fund also invests up to 15% of its assets in below
investment grade bonds (sometimes called “high yield bonds” or "junk bonds") which are rated at the time
of purchase Ba1 or lower by Moody's and BB+ or lower by S&P (if the bond has been rated by only one of those agencies, that
rating will determine whether the bond is below investment grade; if the bond has not been rated by either of those agencies,
the Sub-Advisor will determine whether the bond is of a quality comparable to those rated below investment grade).
The Fund concentrates its investments (invests more than
25% of its net assets) in securities in the U.S. and non-U.S financial services (i.e., banking, insurance and commercial finance,)
industry. The Fund also regularly invests in the real estate investment trust (i.e. REIT) and utility industries.
Principal Risks
The Fund may be an appropriate investment for investors who
are seeking dividends to generate income or to reinvest for growth and are willing to accept fluctuations in the value of the investment.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
High Yield Securities Risk.
High yield fixed-income securities
(commonly referred to as "junk bonds") are subject to greater credit quality risk than higher rated fixed-income securities
and should be considered speculative.
Industry Concentration Risk (Financial Services).
A fund
that concentrates investments in a particular industry or group of industries has greater exposure than other funds to market,
economic and other factors affecting that industry or group of industries. A fund concentrating in financial services companies
may be more susceptible to adverse economic or regulatory occurrences affecting financial services companies. Financial companies
may be adversely affected in certain market cycles, including periods of rising interest rates, which may restrict the availability
and increase the cost of capital, and declining economic conditions, which may cause credit losses due to financial difficulties
of borrowers. Because many types of financial companies are especially vulnerable to these economic cycles, the Fund’s investments
in these companies may lose significant value during such periods.
Portfolio Duration Risk.
Portfolio duration is a measure
of the expected life of a fixed-income security and its sensitivity to changes in interest rates. The longer a fund's average portfolio
duration, the more sensitive the fund will be to changes in interest rates.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will
indirectly bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in
real estate values, property taxes, interest rates, cash flow
of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use and rents, and the management
skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Performance
The following information provides an indication of the risks
of investing in the Fund. The bar chart shows the investment returns of the Fund’s Institutional Class shares for each full
calendar year of operations for 10 years (or, if shorter, the life of the Fund). The table shows, for each share class of the Fund
and for the last one, five, and ten calendar year periods (or, if shorter, the life of the Fund), how the Fund’s average
annual total returns compare to the returns of one or more broad-based market indices. Past performance (before and after taxes)
is not necessarily an indication of how the Fund will perform in the future. You may get updated performance information online
at www.principal.com or by calling 1-800-222-5852.
The Institutional Class shares were first sold May 1, 2002.
The R-1 Class shares were first sold on November 1, 2004. The R-2, R-3, R-4, and R-5 share classes were first sold on June 1, 2004.
For periods prior to the date on which the R-1, R-2, R-3, R-4 and R-5 class shares began operations, their returns are based on
the performance of the Fund’s Institutional Class shares adjusted to reflect the fees and expenses of these classes. The
adjustments result in performance (for the periods prior to the date these classes began operations) that is no higher than the
historical performance of the Institutional Class shares.
Performance of a blended index shows how the Fund's performance
compares to an index with similar investment objectives. Performance of the components of the blended index are also shown. The
weightings for the Preferreds Blended Index are 50% BofA Merrill Lynch Fixed Rate Preferred Securities and 50% Barclays U.S. Tier
I Capital Securities Index. The custom or blended index returns reflect the allocation in effect for the time period(s) for which
fund returns are disclosed. Previous weightings or allocations of the custom or blended index are not restated.
Total Returns as of December 31 each year (Institutional
Class shares)
(1)
Highest return for a quarter during the period of the bar chart above:
|
Q2 ‘09
|
38.94%
|
Lowest return for a quarter during the period of the bar chart above:
|
Q3 ‘08
|
-20.90%
|
|
|
|
|
(1)
|
The year-to-date return as of September 30, 2012
was 15.67% for Institutional shares.
|
Average
Annual Total Returns
|
For
the periods ended 12/31/2011
|
1 Year
|
5 Years
|
Life
of Fund
|
Institutional Class Return
Before Taxes
|
1.53%
|
4.38%
|
5.21%
|
Institutional Class Return
After Taxes on Distributions
|
-0.46
|
2.16
|
3.31
|
Institutional Class Return
After Taxes on Distribution and Sale of Fund Shares
|
1.34
|
2.48
|
3.39
|
Class R-1 Return
Before Taxes
|
0.71
|
3.49
|
4.29
|
Class R-2 Return
Before Taxes
|
0.94
|
3.62
|
4.44
|
Class R-3 Return
Before Taxes
|
1.03
|
3.81
|
4.63
|
Class R-4 Return
Before Taxes
|
1.20
|
3.99
|
4.80
|
Class R-5 Return
Before Taxes
|
1.33
|
4.10
|
4.93
|
BofA
Merrill Lynch Fixed Rate Preferred Securities Index
(reflects no deduction for fees, expenses, or taxes)
|
4.11
|
-1.19
|
2.42
|
Barclays
U.S. Tier I Capital Securities Index
(reflects no deduction for fees, expenses, or taxes)
|
-0.53
|
1.71
|
4.87
|
Preferreds
Blended Index
(reflects no deduction for fees, expenses, or taxes)
|
1.81
|
0.01
|
3.38
|
After-tax returns are calculated using the historical highest
individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend
on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors
who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax
returns are shown for Institutional Class shares only and would be different for Class R-1, R-2, R-3, R-4 and R-5 shares.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Spectrum Asset Management, Inc.
|
·
|
Fernando “Fred” Diaz (since 2010), Portfolio Manager
|
|
·
|
Roberto Giangregorio (since 2010), Portfolio Manager
|
|
·
|
L. Phillip Jacoby, IV (since 2002), Chief Investment Officer and Portfolio Manager
|
|
·
|
Manu Krishnan (since 2010), Portfolio Manager
|
|
·
|
Mark A. Lieb (since 2009), President and Chief Executive Officer
|
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal
Funds at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us
at 1-800-222-5852; or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally
subject to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you
are tax-exempt or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred
account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other
financial intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing
the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one
share class of the Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more
information.
Small-MidCap Dividend Income Fund
|
Objective:
|
The Fund primarily seeks to provide a relatively high level of current income and long-term
growth of income, and secondarily long-term growth of capital, while investing primarily in small- to mid-capitalization companies
|
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment):
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)
|
Institutional
Class
|
Management Fees
|
0.80%
|
Other Expenses
|
0.04
|
Acquired Fund Fees and Expenses
|
0.10
|
Total Annual Fund Operating Expenses
|
0.94%
|
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in
the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
|
|
1
year
|
3
years
|
5
years
|
10
years
|
|
Institutional Class
|
$96
|
$300
|
$520
|
$1,155
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when
it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected
in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year,
the Fund’s annualized portfolio turnover rate was 19.1% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80%
of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities of companies with small to
medium market capitalizations (those with market capitalizations ranging from between $200 million and $7 billion) at the time
of purchase. The Fund invests in value equity securities, an investment strategy that emphasizes buying equity securities that
appear to be undervalued. The Fund invests in the securities of foreign issuers, real estate investment trusts, preferred securities,
convertible securities, fixed-income securities, master limited partnerships, and royalty trusts.
Principal Risks
The Fund may be an appropriate investment for investors
who seek dividends to generate income or to reinvest for growth and who can accept fluctuations in the value of investments and
the risks of investing in equity securities, the securities of foreign issuers, real estate investment trusts, preferred securities,
convertible securities, fixed-income securities, master limited partnerships, and royalty trusts.
The value of your investment in the Fund changes with the value
of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment
in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The principal risks of investing in the Fund, in alphabetical order, are:
Convertible Securities Risk.
Convertible securities can
be bonds, notes, debentures, preferred stock or other securities which are convertible into common stock. Convertible securities
are subject to both the credit and interest rate risks associated with fixed income securities and to the stock market risk associated
with equity securities.
Currency Risk.
Risks of investing in securities denominated
in, or that trade in, foreign (non-U.S.) currencies include changes in foreign exchange rates and foreign exchange restrictions.
Equity Securities Risk.
The value of equity
securities could decline if the issuer’s financial condition declines or in response to overall market and economic conditions.
A fund's principal market segment(s), such as large cap, mid cap or small cap stocks, or growth or value stocks, may underperform
other market segments or the equity markets as a whole. Investments in smaller companies and mid-size companies may involve greater
risk and price volatility than investments in larger, more mature companies.
Fixed-Income Securities Risk.
Fixed-income securities
are subject to interest rate risk and credit quality risk. The market value of fixed-income securities generally declines when
interest rates rise, and an issuer of fixed-income securities could default on its payment obligations.
Foreign Securities Risk.
The risks of foreign securities
include loss of value as a result of: political or economic instability; nationalization, expropriation or confiscatory taxation;
settlement delays; and limited government regulation (including less stringent reporting, accounting, and disclosure standards
than are required of U.S. companies).
Master Limited Partnership ("MLP") Risk.
MLPs
are publicly-traded limited partnership interests or units. An MLP that invests in a particular industry (e.g., oil and gas) will
be harmed by detrimental economic events within that industry. As partnerships, MLPs may be subject to less regulation (and less
protection for investors) under state laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions,
which may reduce the amount of income an MLP pays to its investors.
Preferred Securities Risk.
Preferred securities are junior
subordinated securities in a company’s capital structure and therefore can be subject to greater credit and liquidation risk.
An issuer of preferred securities could redeem the security prior to the stated maturity date and reduce the return of the security.
Real Estate Investment Trusts (“REITs”) Risk.
A REIT could fail to qualify for tax-free pass-through of income under the Internal Revenue Code, and fund shareholders will
indirectly bear their proportionate share of the expenses of REITs in which the fund invests.
Real Estate Securities Risk.
Real estate securities are
subject to the risks associated with direct ownership of real estate, including declines in value, adverse economic conditions,
increases in expenses, regulatory changes and environmental problems. Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market including factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer.
Risk of Being an Underlying Fund.
A fund is subject to
the risk of being an underlying fund to the extent that a fund of funds invests in the fund. An underlying fund of a fund of funds
may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets.
These transactions may cause the underlying fund to sell portfolio securities to meet such redemptions, or to invest cash from
such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying
fund performance.
Royalty Trust Risk.
A royalty trust generally acquires
an interest in natural resource or chemical companies and distributes the income it receives to its investors. A sustained decline
in demand for natural resource and related products could adversely affect royalty trust revenues and cash flows. Such a decline
could result from a recession or other adverse economic conditions, an increase in the market price of the underlying commodity,
higher taxes or other regulatory actions that increase costs, or a shift in consumer demand. Rising interest rates could adversely
affect the performance, and limit the capital appreciation, of royalty trusts because of the increased availability of alternative
investments at more competitive yields. Fund shareholders will indirectly bear their proportionate share of the royalty trusts'
expenses.
Value Stock Risk.
The market may not recognize the intrinsic
value of value stocks for a long time, or they may be appropriately priced at the time of purchase.
Performance
No performance information is shown because the Fund has not
yet had a calendar year of performance. The Fund’s performance will be benchmarked against the Russell 2500 Value Index.
Management
Investment Advisor:
Principal
Management Corporation
Sub-Advisor(s) and Portfolio Manager(s):
Edge Asset Management, Inc.
|
·
|
Daniel R. Coleman (since 2011), Head of Equities, Portfolio Manager
|
|
·
|
David W. Simpson (since 2011), Portfolio Manager
|
Purchase and Sale of Fund Shares
There are no restrictions on amounts to be invested in shares
of the Fund for an eligible purchaser. You may purchase or redeem shares on any business day (normally any day when the New
York Stock Exchange is open for regular trading) through your plan or intermediary; by sending a written request to Principal Funds
at P.O. Box 8024, Boston, MA 02266-8024 (regular mail) or 30 Dan Road, Canton, MA 02021-2809 (overnight mail); calling us at 1-800-222-5852;
or accessing our website (
www.principalfunds.com
).
Tax Information
The Fund’s distributions you receive are generally subject
to federal income tax as ordinary income or capital gain and may also be subject to state and local taxes, unless you are tax-exempt
or your account is tax-deferred in which case your distributions would be taxed when withdrawn from the tax-deferred account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial
intermediary (such as a bank, insurance company, investment adviser, etc.), the Fund and its related companies may pay the intermediary
for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer
or other intermediary and your salesperson to recommend the Fund over another investment, or to recommend one share class of the
Fund over another share class. Ask your salesperson or visit your financial intermediary's website for more information.
ADDITIONAL INFORMATION ABOUT
INVESTMENT STRATEGIES AND RISKS
Each Fund’s investment objective is described in the
summary section for each Fund. The summary section also describes each Fund’s principal investment strategies, including
the types of securities in which each Fund invests, and the principal risks of investing in each Fund. The principal investment
strategies are not the only investment strategies available to each Fund, but they are the ones each Fund primarily uses to achieve
its investment objective.
The Board of Directors may change each Fund's objective
or the investment strategies without a shareholder vote if it determines such a change is in the best interests of the Fund. If
there is a material change to a Fund's investment objective or investment strategies, you should consider whether the Fund remains
an appropriate investment for you. There is no guarantee that each Fund will meet its objective.
The investment strategies identified in this section provide
specific information about each Fund, but there are some general principles the sub-advisors apply in making investment decisions.
When making decisions about whether to buy or sell equity securities, the sub-advisors may consider, among other things, a company’s
strength in fundamentals, its potential for earnings growth over time, its ability to navigate certain macroeconomic environments,
and the current price of its securities relative to their perceived worth and relative to others in its industry. When making
decisions about whether to buy or sell fixed-income investments, the sub-advisors may consider, among other things, the strength
of certain sectors of the fixed-income market relative to others, interest rates, the macroeconomic backdrop, the balance between
supply and demand for certain asset classes, other general market conditions, and the credit quality of individual issuers.
Each Fund is designed to be a portion of an investor's portfolio.
No Fund is intended to be a complete investment program. Investors should consider the risks of a Fund before making an investment
and be prepared to maintain the investment during periods of adverse market conditions. It is possible to lose money by investing
in each Fund.
The following table lists each Fund and identifies whether the
strategies and risks discussed in this section (listed in alphabetical order) are principal, non-principal, or not applicable to
each Fund. A Fund is subject to Risk of Being an Underlying Fund to the extent that a fund of funds invests in the Fund. The Statement
of Additional Information ("SAI") contains additional information about investment strategies and their related risks.
INVESTMENT STRATEGIES AND RISKS
|
BLUE
CHIP
|
BOND
MARKET INDEX
|
DIVERSIFIED
REAL ASSET
|
GLOBAL
MULTI-STRATEGY
|
Arbitrage
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Principal
|
Asset-Backed
Securities & Mortgage-Backed Securities
|
Not
Applicable
|
Principal
|
Non-Principal
|
Principal
|
Bank
Loans (also known as Senior Floating Rate interests)
|
Not
Applicable
|
Not
Applicable
|
Principal
|
Principal
|
Commodity
Index-Linked Notes
|
Not Applicable
|
Not Applicable
|
Principal
|
Not Applicable
|
Commodity-Related
Investments
|
Not Applicable
|
Not Applicable
|
Principal
|
Non-Principal
|
Convertible
Securities
|
Non-Principal
|
Not Applicable
|
Non-Principal
|
Principal
|
Derivatives
|
Non-Principal
|
Non-Principal
|
Principal
|
Principal
|
Equity
Securities
|
Principal
|
Not Applicable
|
Principal
|
Principal
|
Exchange
Traded Funds (ETFs)
|
Non-Principal
|
Not Applicable
|
Non-Principal
|
Non-Principal
|
Fixed
Income Securities
|
Non-Principal
|
Principal
|
Principal
|
Principal
|
Foreign
Securities
|
Principal
|
Non-Principal
|
Principal
|
Principal
|
Hedging
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Principal
|
High
Yield Securities
|
Not Applicable
|
Not Applicable
|
Principal
|
Principal
|
Index
Funds
|
Not Applicable
|
Principal
|
Not Applicable
|
Not Applicable
|
Industry
Concentration
|
Not Applicable
|
Not
Applicable
(2)
|
Principal
|
Not Applicable
|
Initial
Public Offerings ("IPOs")
|
Non-Principal
|
Not Applicable
|
Non-Principal
|
Non-Principal
|
Inverse
Floating Rate Investments
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Non-Principal
|
Leverage
|
Non-Principal
|
Not Applicable
|
Principal
|
Principal
|
Liquidity
Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Management
Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Market
Volatility and Issuer Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Master
Limited Partnerships
|
Non-Principal
|
Not Applicable
|
Principal
|
Non-Principal
|
Municipal
Obligations and AMT-Subject Bonds
|
Not Applicable
|
Non-Principal
|
Not Applicable
|
Non-Principal
|
Portfolio
Turnover
|
Non-Principal
|
Principal
|
Principal
|
Principal
|
Preferred
Securities
|
Non-Principal
|
Not Applicable
|
Non-Principal
|
Principal
|
Real
Estate Investment Trusts
|
Non-Principal
|
Non-Principal
|
Principal
|
Non-Principal
|
Real
Estate Securities
|
Non-Principal
|
Principal
|
Principal
|
Non-Principal
|
Repurchase
Agreements
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Non-Principal
|
Royalty
Trusts
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Non-Principal
|
Short
Sales
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Principal
|
Small
and Medium Market Capitalization Companies
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Temporary
Defensive Measures
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Underlying
Funds
|
Not Applicable
|
Principal
|
Principal
|
Principal
|
|
|
(1)
|
These risks are not deemed principal for purposes of this table because they apply to almost all funds; however, in certain
circumstances, they could significantly affect the net asset value, yield, and total return.
|
|
|
(2)
|
The Index Fund may concentrate its investments in a particular industry only to the extent that the relevant index is so concentrated.
|
INVESTMENT STRATEGIES AND RISKS
|
GLOBAL
OPPORTUNITIES FUND
|
INTERNATIONAL
EQUITY INDEX
|
PREFERRED
SECURITIES
|
SMALL-MIDCAP
DIVIDEND INCOME
|
Arbitrage
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Asset-Backed
Securities & Mortgage-Backed Securities
|
Not
Applicable
|
Not
Applicable
|
Non-Principal
|
Not
Applicable
|
Bank
Loans (also known as Senior Floating Rate interests)
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Non-Principal
|
Commodity
Index-Linked Notes
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Commodity-Related
Investments
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Convertible
Securities
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Principal
|
Derivatives
|
Principal
|
Principal
|
Not Applicable
|
Non-Principal
|
Equity
Securities
|
Principal
|
Principal
|
Principal
|
Principal
|
Exchange
Traded Funds (ETFs)
|
Non-Principal
|
Principal
|
Not Applicable
|
Non-Principal
|
Fixed
Income Securities
|
Non-Principal
|
Not Applicable
|
Principal
|
Principal
|
Foreign
Securities
|
Principal
|
Principal
|
Principal
|
Principal
|
Hedging
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Non-Principal
|
High
Yield Securities
|
Non-Principal
|
Not Applicable
|
Principal
|
Non-Principal
|
Index
Funds
|
Not Applicable
|
Principal
|
Not Applicable
|
Not Applicable
|
Industry
Concentration
|
Not Applicable
|
Not
Applicable
(2)
|
Principal
|
Not Applicable
|
Initial
Public Offerings ("IPOs")
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Inverse
Floating Rate Investments
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Leverage
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Liquidity
Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Management
Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Market
Volatility and Issuer Risk
(1)
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Master
Limited Partnerships
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Principal
|
Municipal
Obligations and AMT-Subject Bonds
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Portfolio
Turnover
|
Principal
|
Non-Principal
|
Non-Principal
|
Non-Principal
|
Preferred
Securities
|
Non-Principal
|
Not Applicable
|
Principal
|
Principal
|
Real
Estate Investment Trusts
|
Non-Principal
|
Non-Principal
|
Principal
|
Principal
|
Real
Estate Securities
|
Non-Principal
|
Non-Principal
|
Principal
|
Principal
|
Repurchase
Agreements
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Royalty
Trusts
|
Non-Principal
|
Not Applicable
|
Not Applicable
|
Principal
|
Short
Sales
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Small
and Medium Market Capitalization Companies
|
Principal
|
Non-Principal
|
Non-Principal
|
Principal
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Temporary
Defensive Measures
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Non-Principal
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Non-Principal
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Non-Principal
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Non-Principal
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Underlying
Funds
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Principal
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Principal
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Principal
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Principal
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(1)
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These risks are not deemed principal for purposes of this table because they apply to almost all funds; however, in certain
circumstances, they could significantly affect the net asset value, yield, and total return.
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(2)
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The Index Fund may concentrate its investments in a particular industry only to the extent that the relevant index is so concentrated.
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Arbitrage
A fund employing arbitrage strategies has the risk that anticipated
opportunities do not play out as planned, resulting in potentially reduced returns or losses to the fund as it unwinds failed trades.
For example, with respect to the convertible arbitrage strategy, an issuer may default or may be unable to make interest and dividend
payments when due; with respect to the merger arbitrage strategy, the merger deal may terminate prior to closing, thereby imposing
losses to the fund.
Asset-Backed Securities and Mortgage-Backed Securities
Asset-backed securities (“ABS”) are fixed income
instruments secured by and payable from assets such as installment sales or loan contract (such as auto, home equity, or student
loans) receivables, leases, credit card receivables, and other receivables. Mortgage-backed securities (“MBS”) represent
interests in underlying pools of mortgages. Some can be commercial mortgage-backed securities, which are secured by commercial
or multi-family properties (“CMBS”). Certain asset-backed securities present a heightened level of risk because, in
the event of default, the liquidation value of the underlying assets may be inadequate to pay any unpaid principal or interest.
The value of mortgage-backed and asset-backed securities may
be affected by changes in credit quality or value of the mortgage loans or other assets that support the securities. In addition,
for mortgage-backed securities, when market conditions result in an increase in the default rates on the underlying mortgages and
the foreclosure values of the underlying real estate are below the outstanding amount of the underlying mortgages, collection of
the full amount of accrued interest and principal on these investments may be doubtful. To the extent that the mortgages underlying
mortgage-backed securities or asset-backed securities are sub-prime mortgages (mortgages granted to borrowers whose credit histories
would not support conventional mortgages), the risk of default is higher. These defaults have caused unexpected losses for loan
originators and certain sub-prime lenders. The structure of some of these securities may be complex and there may be less available
information than for other types of debt securities. If interest rates fall and the loans underlying these securities are prepaid
faster than expected, the fund may have to reinvest the prepaid principal in lower yielding securities, thus reducing the fund’s
income. Conversely, if interest rates increase and the loans underlying the securities are prepaid more slowly than expected, the
expected duration of the securities may be extended. This reduces the potential for the fund to invest the principal in higher
yielding securities.
Bank Loans (also known as Senior Floating Rate Interests)
Bank loans typically hold the most senior position in the
capital structure of a business entity (the "Borrower"), are typically secured by specific collateral, and have a claim
on the assets and/or stock of the Borrower that is senior to that held by unsecured subordinated debtholders and stockholders
of the Borrower. The proceeds of bank loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions,
stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes. Bank loans
are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the
bank loan. Most bank loans that will be purchased by the fund are rated below-investment-grade (sometimes called “junk”)
or will be comparable if unrated, which means they are more likely to default than investment-grade loans. A default could lead
to non-payment of income which would result in a reduction of income to the fund and there can be no assurance that the liquidation
of any collateral would satisfy the Borrower's obligation in the event of non-payment of scheduled interest or principal payments,
or that such collateral could be readily liquidated. Most bank loans are not traded on any national securities exchange. Bank
loans generally have less liquidity than investment-grade bonds and there may be less public information available about them.
The secondary market for loans may be subject to irregular trading
activity, wide bid/ask spreads and extended trade settlement periods, which may cause the fund to be unable to realize full value
and thus cause a material decline in the fund's net asset value.
Bank loans pay interest at rates which are periodically reset
by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated
U.S. bank or the London InterBank Offered Rate (LIBOR) or the prime rate offered by one or more major United States banks.
Bank loans generally are subject to mandatory and/or optional
prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for the borrower
to repay, prepayments of senior floating rate interests may occur.
Commodity Index-Linked Notes
Commodities are assets that have tangible properties, such as
oil, coal, natural gas, agricultural products, industrial metals, livestock and precious metals. The value of commodities may be
affected by overall market movements and other factors affecting the value of a particular industry or commodity, such as weather,
disease, embargoes, or political and regulatory developments. Funds may seek exposure to commodity markets through investments
in commodity index-linked notes, which are derivative debt instruments issued by U.S. and foreign banks, brokerage firms, insurance
companies and other corporations with principal and/or coupon payments linked to the performance of commodity indices. These notes
expose the fund to movements in commodity prices. They are also subject to credit, counterparty, and interest rate risk. Commodity
index-linked notes are often leveraged, increasing the volatility of each note's market value relative to changes in the underlying
commodity index. At the maturity of the note, the fund may receive more or less principal than it originally invested. The fund
may also receive interest payments on the note that are less than the stated coupon interest payments.
Commodity-Related Investments
The value of commodities investments will generally be affected
by overall market movements and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs,
and health, political, international and regulatory developments. Economic and other events (whether real or perceived) can reduce
the demand for commodities, which may reduce market prices and cause the value of fund shares to fall. The frequency and magnitude
of such changes cannot be predicted. Exposure to commodities and commodities markets may subject a
fund to greater volatility than investments in traditional securities.
No active trading market may exist for certain commodities investments, which may impair the ability of a fund to sell or to realize
the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions
may impair the liquidity of actively traded commodities investments. Certain types of commodities instruments (such as commodity
swaps) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance
with the terms of the instrument.
Convertible Securities
Convertible securities are usually fixed-income securities that
a fund has the right to exchange for equity securities at a specified conversion price. Convertible securities could also include
corporate bonds, notes or preferred stocks of U.S. or foreign issuers. The option allows the fund to realize additional returns
if the market price of the equity securities exceeds the conversion price. For example, the fund may hold fixed-income securities
that are convertible into shares of common stock at a conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the fund could realize an additional $2 per share by converting its fixed-income securities.
Convertible securities have lower yields than comparable fixed-income
securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying
equity securities. Thus, convertible securities may provide lower returns than non-convertible fixed-income securities or equity
securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit the
fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
The fund treats convertible securities as both fixed-income
and equity securities for purposes of investment policies and limitations because of their unique characteristics. Funds that invest
in convertible securities may invest in convertible securities that are below investment grade. Many convertible securities are
relatively illiquid.
Derivatives
A fund may invest in certain derivative strategies to earn income,
manage or adjust the risk profile of the fund, replace more direct investments, or obtain exposure to certain markets. Generally,
a derivative is a financial arrangement, the value of which is derived from, or based on, a traditional security, asset, or market
index. Certain derivative securities are described more accurately as index/structured securities. Index/structured securities
are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies,
interest rates, indices, or other financial indicators (reference indices).
There are many different types of derivatives and many different
ways to use them. Futures, forward contracts, and options are commonly used for traditional hedging purposes to attempt to protect
a fund from exposure to changing interest rates, securities prices, asset values, or currency exchange rates and as a low-cost
method of gaining exposure to a particular market without investing directly in those securities or assets. A fund may enter into
put or call options, futures contracts, options on futures contracts, over-the-counter swap contracts (e.g., interest rate swaps,
total return swaps and credit default swaps), currency futures contracts and options, options on currencies, and forward currency
contracts for both hedging and non-hedging purposes. A fund also may use foreign currency options and foreign currency forward
contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to
another. A forward currency contract involves a privately negotiated obligation to purchase or sell a specific currency at a future
date at a price set in the contract. A fund will not hedge currency exposure to an extent greater than the approximate aggregate
market value of the securities held or to be purchased by the fund (denominated or generally quoted or currently convertible into
the currency). A fund may enter into forward commitment agreements (not as a principal investment strategy), which call for the
fund to purchase or sell a security on a future date at a fixed price. A fund may also enter into contracts to sell its investments
either on demand or at a specific interval.
Generally, a fund may not invest in a derivative security unless
the reference index or the instrument to which it relates is an eligible investment for the fund or the reference currency relates
to an eligible investment for the fund.
The return on a derivative security may increase or decrease,
depending upon changes in the reference index or instrument to which it relates. If a fund's Sub-Advisor hedges market conditions
incorrectly or employs a strategy that does not correlate well with the fund's investment, these techniques could result in a loss.
These techniques may increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of
the risk assumed.
The risks associated with derivative investments include:
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the risk that the underlying security, interest rate, market index, or other financial asset will not move in the direction
Principal Management Corporation (“Principal”) and/or Sub-Advisor anticipated;
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the possibility that there may be no liquid secondary market which may make it difficult or impossible to close out a position
when desired;
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the risk that adverse price movements in an instrument can result in a loss substantially greater than a fund's initial investment;
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the possibility that the counterparty may fail to perform its obligations; and
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the inability to close out certain hedged positions to avoid adverse tax consequences.
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Swap agreements involve the risk that the party with whom the
fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet
its obligations to pay the other party to the agreement.
Credit default swap agreements involve special risks because
they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that
has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit
downgrade or other indication of financial difficulty). Credit default swaps can increase credit risk because the fund has exposure
to both the issuer of the referenced obligation and the counterparty to the credit default swap.
Forward and futures contracts are subject to special risk considerations.
The primary risks associated with the use of these contracts are (a) the imperfect correlation between the change in market value
of the instruments held by the fund and the price of the forward or futures contract; (b) possible lack of a liquid secondary market
for a forward or futures contract and the resulting inability to close a forward or futures contract when desired; (c) losses caused
by unanticipated market movements, which are potentially unlimited; (d) the sub-advisor’s inability to predict correctly
the direction of securities prices, interest rates, currency exchange rates, asset values, and other economic factors; (e) the
possibility that the counterparty will default in the performance of its obligations; and (f) if the fund has insufficient cash,
it may have to sell securities from its portfolio to meet daily variation margin requirements, and the fund may have to sell securities
at a time when it may be disadvantageous to do so.
For currency contracts, there is also a risk of government action
through exchange controls that would restrict the ability of the fund to deliver or receive currency.
Some of the risks associated with options include imperfect
correlation, counterparty risk, and an insufficient liquid secondary market for particular options.
Equity Securities
Equity securities include common stocks, convertible securities,
depositary receipts, rights (a right is an offering of common stock to investors who currently own shares which entitle them to
buy subsequent issues at a discount from the offering price), and warrants (a warrant grants its owner the right to purchase securities
from the issuer at a specified price, normally higher than the current market price). Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. The value of a company's stock may fall as a result of factors directly relating
to that company, such as decisions made by its management or lower demand for the company's products or services. A stock's value
may also fall because of factors affecting not just the company, but also companies in the same industry or in a number of different
industries, such as increases in production costs. The value of a company's stock may also be affected by changes in financial
markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates.
In addition, a company's stock generally pays dividends only after the company invests in its own business and makes required payments
to holders of its bonds and other debt. For this reason, the value of a company's stock will usually react more strongly than its
bonds and other debt to actual or perceived changes in the company's financial condition or prospects. Some funds focus their investments
on certain market capitalization ranges. Market capitalization is defined as total current market value of a company's outstanding
equity securities. The market capitalization of companies in the fund’s portfolios and their related indexes will change
over time and, the fund will not automatically sell a security just because it falls outside of the market capitalization range
of its index(es). Stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies.
Exchange Traded Funds ("ETFs")
Generally, ETFs invest in a portfolio of securities, but
they may also invest in other assets, such as securities indices, government bonds, or currencies. Often ETFs are a type of index
or actively managed fund bought and sold on a securities exchange. An ETF trades like common stock. Shares in an index ETF represent
an interest in a fixed portfolio of securities designed to track a particular market index. A fund could purchase shares issued
by an ETF to gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities or for
other reasons. The risks of owning an ETF generally reflect the risks of owning the underlying securities or other assets they
are designed to track, although ETFs have management fees that increase their costs. Fund shareholders indirectly bear their proportionate
share of the expenses of the ETFs in which the fund invests.
Fixed-Income Securities
Fixed-income securities include bonds and other debt instruments
that are used by issuers to borrow money from investors (some examples include corporate bonds, convertible securities, mortgage-backed
securities, U.S. government securities and asset-backed securities). The issuer generally pays the investor a fixed, variable,
or floating rate of interest. The amount borrowed must be repaid at maturity. Some debt securities, such as zero coupon bonds,
do not pay current interest, but are sold at a discount from their face values.
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Interest Rate Changes: Fixed-income securities are sensitive
to changes in interest rates. In general, fixed-income security prices rise when interest rates fall and fall when interest rates
rise. If interest rates fall, issuers of callable bonds may call (repay) securities with high interest rates before their maturity
dates; this is known as call risk. In this case, a fund would likely reinvest the proceeds from these securities at lower interest
rates, resulting in a decline in the fund's income. Average duration is a mathematical calculation of the average life of a bond
(or bonds in a bond fund) that serves as a useful measure of its price risk. Duration is an estimate of how much the value of the
bonds held by a fund will fluctuate in response to a change in interest rates. For example, if a fund has an average duration of
4 years and interest rates rise by 1%, the value of the bonds held by the fund will decline by approximately 4%, and if the interest
rates decline by 1%, the value of the bonds held by the fund will increase by approximately 4%. Longer term bonds and zero coupon
bonds are generally more sensitive to interest rate changes. Duration, which measures price sensitivity to interest rate changes,
is not necessarily equal to average maturity.
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Credit Risk: Fixed-income security prices are also affected by the credit quality of the issuer. Investment grade debt
securities are medium and high quality securities. Some bonds, such as lower grade or "junk" bonds, may have speculative
characteristics and may be particularly sensitive to economic conditions and the financial condition of the issuers. Credit risk
refers to the possibility that the issuer of the security will not be able to make principal and interest payments when due.
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Foreign Securities
Principal defines foreign securities as those issued by:
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companies with their principal place of business or principal office outside the U.S. or
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companies whose principal securities trading market is outside the U.S.
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Depending on the fund, the fund may invest in securities of
developed markets, developing (also called "emerging") markets, or both. Usually, the term "emerging market country"
means any country which is considered to be an emerging country by the international financial community (including the MSCI Emerging
Markets Index or has a sovereign debt rating of BBB+ or lower based on the lower of S&P and Moody’s ratings). These countries
generally include every nation in the world except the United States, Canada, Japan, Australia, New Zealand, and most nations located
in Western Europe.
Foreign companies may not be subject to the same uniform accounting,
auditing, and financial reporting practices as are required of U.S. companies. In addition, there may be less publicly available
information about a foreign company than about a U.S. company. Securities of many foreign companies are less liquid and more volatile
than securities of comparable U.S. companies. Commissions on foreign securities exchanges may be generally higher than those on
U.S. exchanges.
Foreign markets also have different clearance and settlement
procedures than those in U.S. markets. In certain markets there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct these transactions. Delays in settlement could result
in temporary periods when a portion of fund assets is not invested and earning no return. If a fund is unable to make intended
security purchases due to settlement problems, the fund may miss attractive investment opportunities. In addition, a fund may incur
a loss as a result of a decline in the value of its portfolio if it is unable to sell a security.
With respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect a fund's
investments in those countries. In addition, a fund may also suffer losses due to nationalization, expropriation, or differing
accounting practices and treatments. Investments in foreign securities are subject to laws of the foreign country that may limit
the amount and types of foreign investments. Changes of governments or of economic or monetary policies, in the U.S. or abroad,
changes in dealings between nations, currency convertibility or exchange rates could result in investment losses for a fund. Finally,
even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial relative to the actual
market values and may be unfavorable to fund investors. To protect against future uncertainties in foreign currency exchange rates,
the funds are authorized to enter into certain foreign currency exchange transactions.
Foreign securities are often traded with less frequency and
volume, and therefore may have greater price volatility, than is the case with many U.S. securities. Brokerage commissions, custodial
services, and other costs relating to investment in foreign countries are generally more expensive than in the U.S. Though the
fund intends to acquire the securities of foreign issuers where there are public trading markets, economic or political turmoil
in a country in which a fund has a significant portion of its assets or deterioration of the relationship between the U.S. and
a foreign country may reduce the liquidity of a fund's portfolio. The fund may have difficulty meeting a large number of redemption
requests. Furthermore, there may be difficulties in obtaining or enforcing judgments against foreign issuers.
A fund may choose to invest in a foreign company by purchasing
depositary receipts. Depositary receipts are certificates of ownership of shares in a foreign-based issuer held by a bank or other
financial institution. They are alternatives to purchasing the underlying security but are subject to the foreign securities risks
to which they relate.
Investments in companies of developing (also called "emerging")
countries are subject to higher risks than investments in companies in more developed countries. These risks include:
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increased social, political, and economic instability;
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a smaller market for these securities and low or nonexistent volume of trading that results in a lack of liquidity and in greater
price volatility;
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lack of publicly available information, including reports of payments of dividends or interest on outstanding securities;
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foreign government policies that may restrict opportunities, including restrictions on investment in issuers or industries
deemed sensitive to national interests;
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relatively new capital market structure or market-oriented economy;
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the possibility that recent favorable economic developments may be slowed or reversed by unanticipated political or social
events in these countries;
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restrictions that may make it difficult or impossible for the fund to vote proxies, exercise shareholder rights, pursue legal
remedies, and obtain judgments in foreign courts; and
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possible losses through the holding of securities in domestic and foreign custodial banks and depositories.
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In addition, many developing countries have experienced substantial
and, in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have
had and may continue to have negative effects on the economies and securities markets of those countries.
Repatriation of investment income, capital, and proceeds of
sales by foreign investors may require governmental registration and/or approval in some developing countries. A fund could be
adversely affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.
Further, the economies of developing countries generally are
heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers,
exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the
countries with which they trade.
Hedging
The success of a fund’s hedging strategy will be subject
to the Sub-Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used
in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many
securities change as markets change or time passes, the success of a fund’s hedging strategy will also be subject to the
Sub-Adviser’s ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. For a variety
of reasons, the Sub-Adviser may not seek to establish a perfect correlation between such hedging instruments and the portfolio
holdings being hedged. Such imperfect correlation may prevent a fund from achieving the intended hedge or expose a fund to risk
of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs.
High Yield Securities
Debt securities rated at the time of purchase BB+ or lower by
Standard & Poor's Ratings Services or Ba1 or lower by Moody's or, if not rated, determined to be of equivalent quality by Principal
or the Sub-Advisor are sometimes referred to as high yield or "junk bonds" and are considered speculative; such securities
could be in default at time of purchase.
Investment in high yield bonds involves special risks in addition
to the risks associated with investment in highly rated debt securities. High yield bonds may be regarded as predominantly speculative
with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, such securities may, under certain
circumstances, be less liquid than higher rated debt securities.
Analysis of the creditworthiness of issuers of high yield securities
may be more complex than for issuers of higher quality debt securities. The ability of a fund to achieve its investment objective
may, to the extent of its investment in high yield bonds, be more dependent on such credit analysis than would be the case if the
fund were investing in higher quality bonds.
High yield bonds may be more susceptible to real or perceived
adverse economic and competitive industry conditions than higher-grade bonds. The prices of high yield bonds have been found to
be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns
or individual corporate developments. If the issuer of high yield bonds defaults, a fund may incur additional expenses to seek
recovery. To the extent that such high yield issuers undergo a corporate restructuring, such high yield securities may become exchanged
for or converted into reorganized equity of the underlying issuer. High yield bonds oftentimes include complex legal covenants
that impose various degrees of restriction on the issuer’s ability to take certain actions, such as distribute cash to equity
holders, incur additional indebtedness, and dispose of assets. To the extent that a bond indenture or loan agreement does not contain
sufficiently protective covenants or otherwise permits the issuer to take certain actions to the detriment of the holder of the
fixed-income security, the underlying value of such fixed-income security may decline.
The secondary market on which high yield bonds are traded may
be less liquid than the market for higher-grade bonds. Less liquidity in the secondary trading market could adversely affect the
price at which a fund could sell a high yield bond and could adversely affect and cause large fluctuations in the daily price of
the fund's shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value
and liquidity of high yield bonds, especially in a thinly traded market.
The use of credit ratings for evaluating high yield bonds also
involves certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value
risk of high yield bonds. Also, credit rating agencies may fail to change credit ratings in a timely manner to reflect subsequent
events. If a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the security if
Principal or Sub-Advisor thinks it is in the best interest of shareholders.
Index Funds
Index funds generally attempt to mirror the investment performance
of the index by allocating the fund's assets in approximately the same weightings as the index. However, it is unlikely that the
fund's performance will perfectly correlate with the index performance for a variety of reasons. The correlation between fund performance
and index performance may be affected by the fund's expenses, changes in securities markets, changes in the composition of the
index and the timing of purchases and sales of fund shares. Because of the difficulty and expense of executing relatively small
securities trades, index funds may not always be invested in the less heavily weighted securities and may at times be weighted
differently than the index.
Industry Concentration
A fund that concentrates its investments (invests more than
25% of its net assets) in a particular industry (or group of industries) is more exposed to the overall condition of the particular
industry than a fund that invests in a wider variety of industries. A particular industry could be affected by economic, business,
supply-and-demand, political, or regulatory factors. Companies within the same industry could react similarly to such factors.
As a result, a fund’s concentration in a particular industry would increase the possibility that the fund’s performance
will be affected by such factors.
Initial Public Offerings ("IPOs")
An IPO is a company's first offering of stock to the public.
IPO risk is that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public
market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase
of IPO shares may involve high
transaction costs. IPO shares are subject to market risk and
liquidity risk. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited
number of shares available for trading in some IPOs may make it more difficult for a fund to buy or sell significant amounts of
shares without an unfavorable impact on prevailing prices. Investors in IPO shares can be affected by substantial dilution in the
value of their shares by sales of additional shares and by concentration of control in existing management and principal shareholders.
When a fund's asset base is small, a significant portion of
the fund's performance could be attributable to investments in IPOs because such investments would have a magnified impact on the
fund. As the fund's assets grow, the effect of the fund's investments in IPOs on the fund's performance probably will decline,
which could reduce the fund's performance. Because of the price volatility of IPO shares, a fund may choose to hold IPO shares
for a very short period of time. This may increase the turnover of the fund's portfolio and lead to increased expenses to the fund,
such as commissions and transaction costs. By selling IPO shares, the fund may realize taxable gains it will subsequently distribute
to shareholders.
Inverse Floating Rate Investments
Inverse floating rate investments are variable rate debt
instruments that pay interest at rates that move in the opposite direction of prevailing interest rates. Inverse floating rate
investments tend to underperform the market for fixed rate bonds in a rising interest rate environment. Inverse floating rate
investments have varying degrees of liquidity. Inverse floating rate investments in which these funds may invest may include derivative
instruments, such as residual interest bonds or tender option bonds. Such instruments are typically created by a special purpose
trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests,
which are sold to third party investors, and the inverse floating residual interests, which are purchased by these funds. These
funds generally invest in inverse floating rate investments that include embedded leverage, thus exposing these funds to greater
risks and increased costs. The market value of a "leveraged" inverse floating rate investment generally will fluctuate
in response to changes in market rates of interest to a greater extent than the value of an unleveraged investment. A fund making
such an investment will segregate on its books liquid securities having a value equal to the market value of the bonds underlying
the “leveraged” inverse floating rate investment.
Leverage
If a fund makes investments in futures contracts, forward contracts,
swaps and other derivative instruments, these instruments provide the economic effect of financial leverage by creating additional
investment exposure, as well as the potential for greater loss. If a fund uses leverage through activities such as borrowing, entering
into short sales, purchasing securities on margin or on a “when-issued” basis or purchasing derivative instruments
in an effort to increase its returns, the fund has the risk of magnified capital losses that occur when losses affect an asset
base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the fund. The net asset value of a
fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability
that requires the fund to pay interest. Leveraging may cause a fund to liquidate portfolio positions to satisfy its obligations
or to meet segregation requirements when it may not be advantageous to do so. To the extent that a fund is not able to close out
a leveraged position because of market illiquidity, a fund’s liquidity may be impaired to the extent that it has a substantial
portion of liquid assets segregated or earmarked to cover obligations.
Liquidity Risk
A fund is exposed to liquidity risk when trading volume, lack
of a market maker, or legal restrictions impair the fund's ability to sell particular securities or close derivative positions
at an advantageous price. Funds with principal investment strategies that involve securities of companies with smaller market capitalizations,
foreign securities, derivatives, high yield bonds and bank loans or securities with substantial market and/or credit risk tend
to have the greatest exposure to liquidity risk.
Management Risk
If a Sub-Advisor's investment strategies do not perform as expected,
the fund could underperform other funds with similar investment objectives or lose money.
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Active Management: The performance of a fund that is actively managed will reflect in part the ability of Principal and/or
Sub-Advisor(s) to make investment decisions that are suited to achieving the fund's investment objective. Funds that are actively
managed are prepared to invest in securities, sectors, or industries differently from the benchmark.
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·
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Passive Management: Index funds use a passive, or indexing, investment approach. Index funds do not attempt to manage market
volatility, use defensive strategies or reduce the effect of any long-term periods of poor stock or bond performance. Index funds
attempt to replicate their relevant target index by investing primarily in the securities held by the index in approximately the
same proportion of the weightings in the index. However,
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because of the difficulty of executing
some relatively small securities trades, such funds may not always be invested in the less heavily weighted securities held by
the index. An index fund's ability to match the performance of their relevant index may be affected by many factors, such as fund
expenses, the timing of cash flows into and out of the fund, changes in securities markets, and changes in the composition of the
index. Some index funds may invest in index futures and options on a daily basis to gain exposure to the Index in an effort to
minimize tracking error relative to the benchmark.
Market Volatility and Issuer Risk
The value of a fund's portfolio securities may go down in response
to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling
prices. Stocks tend to go up and down in value more than bonds. If the fund's investments are concentrated in certain sectors,
its performance could be worse than the overall market. The value of an individual security or particular type of security can
be more volatile than the market as a whole and can perform differently from the value of the market as a whole. The value of a
security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced
demand for the issuer’s goods or services. It is possible to lose money when investing in a fund.
Master Limited Partnerships
Master limited partnerships ("MLPs") tend to pay relatively
higher distributions than other types of companies. The amount of cash that each individual MLP can distribute to its partners
will depend on the amount of cash it generates from operations, which will vary from quarter to quarter depending on factors affecting
the market generally and on factors affecting the particular business lines of the MLP. Available cash will also depend on the
MLPs' level of operating costs (including incentive distributions to the general partner), level of capital expenditures, debt
service requirements, acquisition costs (if any), fluctuations in working capital needs and other factors. The benefit derived
from investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. As a partnership,
an MLP has no federal income tax liability at the entity level. If, as a result of a change in current law or a change in an MLP's
business, an MLP were treated as a corporation for federal income tax purposes, the MLP would be obligated to pay federal income
tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount
of cash available for distribution would be reduced and the distributions received might be taxed entirely as dividend income.
Municipal Obligations and AMT-Subject Bonds
The term “municipal obligations” generally is understood
to include debt obligations issued by municipalities to obtain funds for various public purposes. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit, with either limited or unlimited taxing power for the payment of principal and interest.
Revenue bonds are not supported by the issuer's full taxing authority. Generally, they are payable only from the revenues of a
particular facility, a class of facilities, or the proceeds of another specific revenue source.
"AMT-subject bonds" are municipal obligations issued
to finance certain "private activities," such as bonds used to finance airports, housing projects, student loan programs,
and water and sewer projects. Interest on AMT-subject bonds is an item of tax preference for purposes of the federal individual
alternative minimum tax ("AMT") and will also give rise to corporate alternative minimum taxes. See "Tax Considerations"
for a discussion of the tax consequences of investing in the fund.
Current federal income tax laws limit the types and volume of
bonds qualifying for the federal income tax exemption of interest, which may have an effect upon the ability of the fund to purchase
sufficient amounts of tax-exempt securities.
Portfolio Turnover
"Portfolio Turnover" is the term used in the industry
for measuring the amount of trading that occurs in a fund's portfolio during the year. For example, a 100% turnover rate means
that on average every security in the portfolio has been replaced once during the year. Funds that engage in active trading may
have high portfolio turnover rates. Funds with high turnover rates (more than 100%) often have higher transaction costs (which
are paid by the fund) and may lower the fund's performance. Please consider all the factors when you compare the turnover rates
of different funds. You should also be aware that the "total return" line in the Financial Highlights section reflects
portfolio turnover costs.
Preferred Securities
Preferred securities generally pay fixed rate dividends and/or
interest (though some are adjustable rate) and typically have "preference" over common stock in payment priority and
the liquidation of a company's assets - preference means that a company must pay on its preferred securities before paying on its
common stock, and the claims of preferred securities holders are typically ahead of common stockholders' claims on assets in a
corporate liquidation.
Holders of preferred securities usually have no right to vote
for corporate directors or on other matters. The market value of preferred securities is sensitive to changes in interest rates
as they are typically fixed income securities - the fixed-income payments are expected to be the primary source of long-term investment
return. In certain circumstances, an issuer of preferred securities may redeem the securities prior to their stated maturity date.
For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities
laws. As with call provisions, a redemption by the issuer may reduce the return of the security held by the fund. Preferred securities
share many investment characteristics with bonds; therefore, the risks and potential rewards of investing in a fund that invests
in preferred securities are more similar to those associated with a bond fund than a stock fund.
Real Estate Investment Trusts
Real estate investment trust securities ("REITs")
involve certain unique risks in addition to those risks associated with investing in the real estate industry in general (such
as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property). REITs
are characterized as: equity REITs, which primarily own property and generate revenue from rental income; mortgage REITs, which
invest in real estate mortgages; and hybrid REITs, which combine the characteristics of both equity and mortgage REITs. Equity
REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected
by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy
cash flow dependency, risks of default by borrowers, and self-liquidation. As an investor in a REIT, the fund will be subject to
the REIT’s expenses, including management fees, and will remain subject to the fund's advisory fees with respect to the assets
so invested. REITs are also subject to the possibilities of failing to qualify for the special tax treatment accorded REITs under
the Internal Revenue Code, and failing to maintain their exemptions from registration under the 1940 Act.
Investment in REITs involves risks similar to those associated
with investing in small market capitalization companies. REITs may have limited financial resources, may trade less frequently
and in a limited volume, and may be subject to more abrupt or erratic price movements than larger company securities.
Real Estate Securities
Investing in securities of companies in the real estate industry,
subjects a fund to the special risks associated with the real estate market and the real estate industry in general. Generally,
companies in the real estate industry are considered to be those that have principal activity involving the development, ownership,
construction, management or sale of real estate; have significant real estate holdings, such as hospitality companies, healthcare
facilities, supermarkets and mining, lumber and paper companies; and/or provide products or services related to the real estate
industry, such as financial institutions that make and/or service mortgage loans and manufacturers or distributors of building
supplies. Securities of companies in the real estate industry are sensitive to factors such as loss to casualty or condemnation,
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use and rents, and the management skill and creditworthiness of the issuer. Companies in the
real estate industry may also be subject to liabilities under environmental and hazardous waste laws.
Repurchase Agreements
Repurchase agreements typically involve the purchase of debt
securities from a financial institution such as a bank, savings and loan association, or broker-dealer. A repurchase agreement
provides that the fund sells back to the seller and that the seller repurchases the underlying securities at a specified price
on a specific date. Repurchase agreements may be viewed as loans by a fund collateralized by the underlying securities. This arrangement
results in a fixed rate of return that is not subject to market fluctuation while the fund holds the security. In the event of
a default or bankruptcy by a selling financial institution, the affected fund bears a risk of loss. To minimize such risks, the
fund enters into repurchase agreements only with parties a Sub-Advisor deems creditworthy (those that are large, well-capitalized
and well-established financial institutions). In addition, the value of the securities collateralizing the repurchase agreement
is, and during the entire term of the repurchase agreement remains, at least equal to the repurchase price, including accrued interest.
Royalty Trusts
A royalty trust generally acquires an interest in natural resource
or chemical companies and distributes the income it receives to its investors. A sustained decline in demand for natural resource
and related products could adversely affect royalty trust revenues and cash flows. Such a decline could result from a recession
or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory
actions that increase costs, or a shift in consumer demand. Rising interest rates could harm the performance and limit the capital
appreciation of royalty trusts because of the increased availability
of alternative investments at more competitive yields. Fund shareholders will indirectly bear their proportionate share of the
royalty trusts' expenses.
Short Sales
A fund enters into a short sale by selling a security it has
borrowed (typically from a broker or other institution). If the market price of a security increases after a fund borrows the security,
the fund will suffer a (potentially unlimited) loss when it replaces the borrowed security at the higher price. In certain cases,
purchasing a security to cover a short position can itself cause the price of the security to rise further, thereby exacerbating
the loss. In addition, a fund may not always be able to borrow the security at a particular time or at an acceptable price. Before
a fund replaces a borrowed security, it is required to designate on its books cash or liquid assets as collateral to cover the
fund’s short position, marking the collateral to market daily. This obligation limits a fund’s investment flexibility,
as well as its ability to meet redemption requests or other current obligations. The fund may also take a short position in a derivative
instrument, such as a future, forward or swap. A short position in a derivative instrument involves the risk of a theoretically
unlimited increase in the value of the underlying instrument. Short sales also involve transaction and other costs that will reduce
potential fund gains and increase potential fund losses.
Small and Medium Market Capitalization Companies
Funds may invest in securities of companies with small- or mid-sized
market capitalizations. Market capitalization is defined as total current market value of a company's outstanding common stock.
Investments in companies with smaller market capitalizations may involve greater risks and price volatility (wide, rapid fluctuations)
than investments in larger, more mature companies. Small companies may be less significant within their industries and may be at
a competitive disadvantage relative to their larger competitors. While smaller companies may be subject to these additional risks,
they may also realize more substantial growth than larger or more established companies.
Smaller companies may be less mature than larger companies.
At this earlier stage of development, the companies may have limited product lines, reduced market liquidity for their shares,
limited financial resources, or less depth in management than larger or more established companies. Unseasoned issuers are companies
with a record of less than three years continuous operation, including the operation of predecessors and parents. Unseasoned issuers
by their nature have only a limited operating history that can be used for evaluating the company's growth prospects. As a result,
these securities may place a greater emphasis on current or planned product lines and the reputation and experience of the company's
management and less emphasis on fundamental valuation factors than would be the case for more mature growth companies.
Temporary Defensive Measures
From time to time, as part of its investment strategy, funds
may invest without limit in cash and cash equivalents for temporary defensive purposes in response to adverse market, economic,
or political conditions. To the extent that a fund is in a defensive position, it may lose the benefit of upswings and limit its
ability to meet its investment objective. For this purpose, cash equivalents include: bank notes, bank certificates of deposit,
bankers' acceptances, repurchase agreements, commercial paper, and commercial paper master notes which are floating rate debt instruments
without a fixed maturity. In addition, the fund may purchase U.S. government securities, preferred stocks, and debt securities,
whether or not convertible into or carrying rights for common stock.
There is no limit on the extent to which a fund may take temporary
defensive measures. In taking such measures, a fund may fail to achieve its investment objective.
Underlying Funds
An underlying fund to a fund of funds may experience relatively
large redemptions or purchases as the fund of funds periodically reallocates or rebalances its assets. These transactions may accelerate
the realization of taxable income if sales of portfolio securities result in gains and could increase transaction costs. In addition,
when a fund of funds reallocates or redeems significant assets away from an underlying fund, the loss of assets to the underlying
fund could result in increased expense ratios for that fund.
Principal is the advisor to the Principal LifeTime Funds, SAM
Portfolios, PVC Diversified Balanced Account, PVC Diversified Growth Account, and each of the underlying funds. Principal Global
Investors, LLC ("PGI") is Sub-Advisor to the Principal LifeTime Funds and Edge Asset Management, Inc. ("Edge")
is the Sub-Advisor to the SAM Portfolios. Either PGI or Edge also serves as Sub-Advisor to some or all of the underlying funds.
Principal, PGI, and Edge are committed to minimizing the potential impact of underlying fund risk on underlying funds to the extent
consistent with pursuing the investment objectives of the fund of funds which it manages. Each may face conflicts of interest in
fulfilling its responsibilities to all such funds.
As of August 31, 2012, PFI SAM Portfolios, PFI Principal
LifeTime Funds, PVC SAM Portfolios, PVC Principal LifeTime Accounts, PVC Diversified Balanced Account, PVC Diversified Growth
Account, and PVC Diversified Income Account own the following percentages, in the aggregate, of the outstanding shares of the
underlying funds listed below:
Fund
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Total
Percentage
of
Outstanding
Shares
Owned
|
|
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Bond Market Index
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79.51%
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Diversified Real Asset
|
44.01
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Global Multi-Strategy
|
97.50
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International Equity Index
|
83.70
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Preferred Securities
|
10.14
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Small-MidCap Dividend Income
|
92.26
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PORTFOLIO HOLDINGS INFORMATION
A description of the Fund's policies and procedures with respect
to disclosure of the Fund's portfolio securities is available in the Fund's Statement of Additional Information.
MANAGEMENT OF THE FUNDS
The Manager
Principal Management Corporation (“Principal”) serves
as the manager for the Fund. Through the Management Agreement with the Fund, Principal provides investment advisory services and
certain corporate administrative services for the Fund.
Principal is an indirect subsidiary of Principal Financial Group,
Inc. and has managed mutual funds since 1969. Principal’s address is Principal Financial Group, Des Moines, Iowa 50392.
The Sub-Advisors
Principal has signed contracts with various Sub-Advisors. Under
the sub-advisory agreements, the Sub-Advisor agrees to assume the obligations of Principal to provide investment advisory services
to the portion of the assets of a specific Fund allocated to it by Principal. For these services, Principal pays the Sub-Advisor
a fee.
Principal or the Sub-Advisor provides the Directors of the Fund
with a recommended investment program. The program must be consistent with the Fund’s investment objective and policies.
Within the scope of the approved investment program, the Sub-Advisor advises the Fund on its investment policy and determines which
securities are bought or sold, and in what amounts.
The Diversified Real Asset and Global Multi-Strategy Funds have
multiple Sub-Advisors and a team at Principal, consisting of Michael Finnegan, Kelly Grossman, and Dave Reichart, determines the
portion of those Funds’ assets each Sub-Advisor will manage and may, from time-to-time, reallocate Fund assets between the
Sub-Advisors. This team shares day-to-day portfolio management, sharing authority, with no limitation on the authority of one portfolio
manager in relation to another. The decision to reallocate Fund assets between the Sub-Advisors may be based on a variety of factors,
including but not limited to: the investment capacity of each Sub-Advisor, portfolio diversification, volume of net cash flows,
fund liquidity, investment performance, investment strategies, changes in each Sub-Advisor's firm or investment professionals or
changes in the number of Sub-Advisors. Ordinarily, reallocations of Fund assets among Sub-Advisors occur as a Sub-Advisor liquidates
assets in the normal course of portfolio management or with net new cash flows; however, at times existing Fund assets may be reallocated
among Sub-Advisors.
Michael P. Finnegan
is Chief Investment Officer for Principal.
Mr. Finnegan joined the Principal Financial Group in May of 2001 and leads the Investment Services group. He earned a B.B.A. in
finance from Iowa State University and an M.A. in finance from the University of Iowa. Mr. Finnegan has earned the right to use
the Chartered Financial Analyst designation and is a member of the ICFA and the Iowa Society of Financial Analysts.
Kelly Grossman
is Senior Product Manager at Principal.
She joined the Principal Financial Group in 1991 and has been a Managing Director within the Capital Markets and Structured Products
Group at Principal Global Investors. Ms. Grossman earned a B.A. in mathematics and computer science from the University of Northern
Iowa. She is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries.
Dave Reichart
is a Senior Vice President for
Principal. He began working for Principal Financial Group in 2001. Mr. Reichart earned a B.A. in finance from University of Nebraska
and an M.B.A. from Drake University. Mr. Reichart has earned the right to use the Chartered Financial Analyst designation.
The Fund summaries identified the portfolio managers and the
funds they manage. Additional information about the portfolio managers follows. The SAI provides additional information about each
portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership
of securities in the Fund.
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Sub-Advisor:
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AQR Capital Management, LLC (“AQR”),
Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830, is a Delaware
limited liability company formed in 1998. AQR is an investment management firm that employs a disciplined multi-asset, global research
process.
|
AQR is one of the sub-advisors for the Global Multi-Strategy
Fund and may use any of the Fund’s investment strategies.
|
Sub-Advisor:
|
BlackRock Financial Management, Inc. (“BlackRock”),
55 East 52nd Street, New York, New York 10055, is a
registered investment adviser organized in 1994. BlackRock and its affiliates manage investment company and other portfolio assets.
|
BlackRock is the sub-advisor for the inflation-indexed bonds
portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Brookfield Investment Management Inc. (“BIM”),
Three World Financial Center, 200 Vesey Street, 24th Floor,
New York, NY 10281-1010, is a registered investment manager that focuses on the listed equity and debt of publicly traded real
assets.
|
Brookfield is the sub-advisor for the global infrastructure
portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Cliffwater LLC (“Cliffwater”),
4640 Admiralty Way, 11th Floor, Marina del Rey, CA 90292, is a registered
investment adviser and advises clients on their investments in alternative assets including hedge funds, private equity, and real
assets, as well as traditional strategies.
|
Cliffwater is a sub-advisor and consultant for the Global Multi-Strategy
Fund. In that role, Cliffwater evaluates strategies and sub-advisors for the Global Multi-Strategy Fund, including on-going monitoring
and reporting to Principal on the Global Multi-Strategy Fund as well as its sub-advisors. Cliffwater will identify alternative
asset investment opportunities for potential investment. Finally, Cliffwater provides on-going recommendations to Principal for
rebalancing among the sub-advisors.
|
Sub-Advisor:
|
CNH Partners, LLC (“CNH”),
Two Greenwich Plaza, 1st Floor, Greenwich, CT 06830, a Delaware limited liability
company and a merger arbitrage, convertible arbitrage and diversified arbitrage research affiliate of AQR.
|
CNH is one of the sub-advisors for the Global Multi-Strategy
Fund and may use any of the Fund’s investment strategies.
|
Sub-Advisor:
|
Credit Suisse Asset Management, LLC (“Credit
Suisse”),
One Madison Avenue, New York,
NY 10010, is part of the asset management business of
Credit Suisse Group AG. Credit Suisse Group AG provides
its clients with investment banking, private banking
and asset management services worldwide.
|
Credit Suisse is the sub-advisor for the commodity index-linked
notes portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Edge Asset Management, Inc. (“Edge”),
601 Union Street, Suite 2200, Seattle, WA 98101-1377, is
an affiliate of Principal and a member of the Principal Financial Group. Edge has been in the business of investment management
since 1944.
|
Edge is the sub-advisor for the Small-MidCap Dividend Income
Fund.
The portfolio managers operate as a team, sharing authority,
with no limitation on the authority of one portfolio manager in relation to another.
Daniel R. Coleman
joined Edge in 2001 and has held various
investment management roles on the equity team, including Portfolio Manager and some senior management roles. He earned a bachelor's
degree in finance from the University of Washington and an M.B.A. from New York University.
David W. Simpson
has been with Edge since 2003. He earned
a bachelor's degree from the University of Illinois and an M.B.A. in finance from the University of Wisconsin. Mr. Simpson has
earned the right to use the Chartered Financial Analyst designation.
|
Sub-Advisor:
|
Jennison Associates LLC (“Jennison”)
(including its predecessor, Jennison Associates Capital Corp.), 466
Lexington Avenue, New York, NY 10017, is a registered investment advisor founded in 1969.
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Jennison is the sub-advisor for the natural resources portion
of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Loomis, Sayles & Company, L.P. (“Loomis Sayles”),
One Financial Center, Boston, Massachusetts 02111,
is an investment advisory firm that was founded in 1926.
|
Loomis Sayles is one of the sub-advisors for the Global Multi-Strategy
Fund and will primarily use the credit long/short and distressed credit strategy; however, it may also use any of the Fund’s
other investment strategies from time to time.
|
Sub-Advisor:
|
Los Angeles Capital Management and Equity Research, Inc. ("Los Angeles Capital")
, 11150 Santa Monica Boulevard,
Suite 200, Los Angeles, CA 90025, is a California Subchapter S corporation founded in 2002 and is wholly-owned by its working principals.
Los Angeles Capital offers risk-controlled, active equity management services to a broad range of institutional investors.
|
Los Angeles Capital is one of the sub-advisors for the Global
Multi-Strategy Fund and will primarily use the equity long/short strategy; however, it may also use any of the Fund’s other
investment strategies from time to time.
|
Sub-Advisor:
|
Mellon Capital Management Corporation (“Mellon Capital”),
50 Fremont Street, Suite 3900, San Francisco,
CA 94105. Mellon Capital is a wholly owned subsidiary of The Bank of New York Mellon (“Mellon”).
|
Mellon Capital is the sub-advisor for the Bond Market Index
Fund.
The day-to-day portfolio management is shared by multiple portfolio
managers. Zandra Zelaya is the lead portfolio manager.
David C. Kwan, CFA
joined Mellon Capital in 1990. He
earned a B.S. in electrical engineering and computer science from University of California at Berkeley and an M.B.A. from University
of California at Berkeley. He has earned the right to use the Chartered Financial Analyst designation.
Gregg Lee
joined Mellon Capital in 1989. He earned a
B.S. from University of California at Davis in managerial economics. He has earned the right to use the Chartered Financial Analyst
designation.
Zandra Zelaya, CFA
joined Mellon Capital in 1997. She
earned a B.S. at California State University Hayward in finance. She has earned the right to use the Chartered Financial Analyst
designation.
|
Sub-Advisor:
|
Pacific Investment Management Company LLC (“PIMCO”),
840 Newport Center Drive, Newport Beach, CA
92660, was organized in 1971 and is a limited liability
company that is a majority owned subsidiary of Allianz
Asset Management of America L.P., formerly known as Allianz
Global Investors of America L.P. ("AGI"), whose
ultimate parent is Allianz SE.
|
PIMCO is one of the sub-advisors for the Global Multi-Strategy
Fund and may use any of the Fund’s investment strategies.
|
Sub-Advisor:
|
Principal Global Investors, LLC (“PGI”)
is an indirect wholly owned subsidiary of Principal Life Insurance
Company, an affiliate of Principal, and a member of the Principal Financial Group. PGI manages equity, fixed-income, and real estate
investments primarily for institutional investors, including Principal Life. PGI’s headquarters address is 801 Grand Avenue,
Des Moines, IA 50392. Its other primary asset management office is in New York, with asset management offices of affiliate advisors
in several non-U.S. locations including London, Sydney and Singapore.
|
PGI is the sub-advisor for the Blue Chip, Global Opportunities,
and International Equity Index Funds.
As reflected in the fund summaries, the day-to-day portfolio
management, for some funds, is shared by multiple portfolio managers. In each such case, except the Blue Chip Fund, the portfolio
managers operate as a team, sharing authority and responsibility for research and the day-to-day management of the portfolio with
no limitation on the authority of one portfolio manager in relation to another. For the Blue Chip Fund, Mr. Nolin and Mr. Rozycki
work as a team, sharing day-to-day management of the Fund; however, Mr. Nolin has ultimate decision making authority. Mr. Rozycki
may execute trades in Mr. Nolin’s absence.
Christopher Ibach
has been with PGI since 2000. He earned
a bachelor’s degree in electrical engineering and an M.B.A. in finance from the University of Iowa. He has earned the right
to use the Chartered Financial Analyst designation.
Thomas L. Kruchten
has been with PGI since
2005. He earned a B.A. in finance from the University of Northern Iowa. Mr. Kruchten has earned the right to use the Chartered
Financial Analyst designation and is a member of the CFA Society of Iowa.
Xiaxo Li
has been with PGI since 2006. He
earned his bachelor’s degree in accounting from the University of International Business and Economics, a master’s
in accounting from Beijing Technology and Business University, and an M.B.A from Duke University.
He has earned the right
to use the Chartered Financial Analyst designation.
K. William Nolin
has been with PGI since 1993. He
earned a bachelor’s degree in finance from the University of Iowa and an M.B.A. from the Yale School of Management. Mr. Nolin
has earned the right to use the Chartered Financial Analyst designation.
Tom Rozycki
has been with PGI since 2001. He has earned
a bachelor’s degree in finance from Drake University. Mr. Rozycki has earned the right to use the Chartered Financial Analyst
designation.
Mustafa Sagun
has been with PGI since 2000. He earned
his bachelor’s degree in electronic engineering from the University of Iowa, a M.B.A in international economics and his Ph.D.
in finance from the University of South Florida.
He has earned the right to use the Chartered Financial Analyst designation.
|
Sub-Advisor:
|
Principal Real Estate Investors, LLC (“Principal - REI”),
801 Grand Avenue, Des Moines, IA 50392, an indirect
wholly owned subsidiary of Principal Life, an affiliate of Principal, and a member of the Principal Financial Group, was founded
in 2000.
|
Principal-REI is the sub-advisor for the real estate investment
trust portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Spectrum Asset Management, Inc. (“Spectrum”),
2 High Ridge Park, Stamford, CT 06905, founded in 1987, is
an indirect subsidiary of Principal Life, an affiliate of PGI and a member of the Principal Financial Group.
|
Spectrum is the sub-advisor for the Preferred Securities Fund.
The day-to-day portfolio management is shared by a team of portfolio
managers, under the leadership of the Chief Investment Officer (who also chairs the Investment Committee) in conjunction with the
Credit and Research Team. This group has the authority and responsibility for research, credit selection, ongoing portfolio management
and trading.
Fernando “Fred” Diaz
joined Spectrum in 2000.
Roberto Giangregorio
joined Spectrum in 2003. Mr. Giangregorio
earned a B.S. and M.S. in mechanical engineering from S.U.N.Y. at Stony Brook and University of Wisconsin-Madison, respectively.
He also earned an M.B.A. in finance from Cornell University.
L. Phillip Jacoby, IV
is Chief Investment Officer of
Spectrum and Chairman of the Investment Committee. Mr. Jacoby joined Spectrum in 1995. He earned a B.S. in finance from the Boston
University School of Management.
Manu Krishnan
joined Spectrum in 2004. Mr.
Krishnan earned a B.S. in mechanical engineering from the College of Engineering, Osmania University, India, an M.S. in mechanical
engineering from the University of Delaware, and an M.B.A. in finance from Cornell University. Mr. Krishnan has earned the right
to use the Chartered Financial Analyst designation.
Mark A. Lieb
founded Spectrum in 1987. Mr. Lieb earned
a B.A. in economics from Central Connecticut State College and an M.B.A. in finance from the University of Hartford.
|
Sub-Advisor:
|
Symphony Asset Management LLC (“Symphony”),
555 California Street, Suite 2975, San Francisco, CA 94104-1503,
is a diversified alternative investment manager and was founded in 1994.
|
Symphony is the sub-advisor for the floating rate debt portion
of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Tortoise Capital Advisors, L.L.C. ("Tortoise"),
11550 Ash Street, Suite 300, Leawood, Kansas 66211, formed
in October 2002, is wholly owned by Tortoise Holdings, LLC. Tortoise specializes in managing portfolios of investments in MLPs
and other energy companies.
|
Tortoise is the sub-advisor for the master limited partnership
portion of the Diversified Real Asset Fund.
|
Sub-Advisor:
|
Wellington Management Company, LLP (“Wellington Management”),
280 Congress Street, Boston, Massachusetts
02210, is a Massachusetts limited liability partnership and a professional investment counseling firm which provides investment
services to investment companies, employee benefit plans, endowments, foundations, and other institutions.
|
Wellington Management is one of the sub-advisors for the Global
Multi-Strategy Fund and will primarily use the equity long/short strategy; however, it may also use any of the Fund’s other
investment strategies from time to time.
Fees
Paid to Principal
Each Fund pays Principal a fee for its services, which includes
the fee Principal pays to the Sub-Advisor.
The management fee schedules for the Funds that have not completed
a full fiscal year are as follows:
|
Management Fee
(as a percentage of the average
daily net assets)
|
Fund
|
First
$500
Million
|
Next
$500
Million
|
Next
$500
Million
|
Over
$1.5
Billion
|
Blue Chip
|
0.70%
|
0.68%
|
0.66%
|
0.65%
|
Global Multi-Strategy
|
1.60%
|
1.58%
|
1.56%
|
1.55%
|
Global Opportunities
|
0.85%
|
0.83%
|
0.81%
|
0.80%
|
The fee the Funds paid (as a percentage of the average daily
net assets) for the fiscal year ended August 31, 2012 was:
Bond Market Index Fund
|
0.25
|
Diversified Real Asset Fund
|
0.84
|
International Equity Index Fund
|
0.25
|
Preferred Securities Fund
|
0.71
|
Small-MidCap Dividend Income Fund
|
0.80
|
A discussion regarding the basis for the Board of Directors
approval of the management agreement and sub-advisory agreement with Principal related to the Global Opportunities Fund will be
available in the semi-annual report to shareholders for the period ending February 28, 2013. A discussion regarding the basis
for the Board of Directors approval of the management agreement and sub-advisory agreement with Principal related to the Blue
Chip Fund is available in the annual report to shareholders for the period ending August 31, 2012. A discussion regarding the
basis for the Board of Directors approval of the management agreement and sub-advisory agreements with Principal related to the
remaining Funds is available in the semi-annual report to shareholders for the period ending February 29, 2012.
Manager of Managers
The Fund operates as a Manager of Managers. Under an order received
from the SEC, the Fund and Principal, may enter into and materially amend agreements with Sub-Advisors, other than those affiliated
with Principal, without obtaining shareholder approval. For any Fund that is relying on that order, Principal may, without obtaining
shareholder approval:
|
·
|
hire one or more Sub-Advisors;
|
|
·
|
change Sub-Advisors; and
|
|
·
|
reallocate management fees between itself and Sub-Advisors.
|
Principal has ultimate responsibility for the investment performance
of each Fund that utilizes a Sub-Advisor due to its responsibility to oversee Sub-Advisors and recommend their hiring, termination,
and replacement. No Fund will rely on the order until it receives approval from its shareholders or, in the case of a new Fund,
the Fund’s sole initial shareholder before the Fund is available to the other purchasers, and the Fund states in its prospectus
that it intends to rely on the order.
The shareholders of each of the Funds have approved the Fund’s
reliance on the order; however, only the Bond Market Index, Diversified Real Asset, and Global Multi-Strategy Funds intend to rely
on the order.
PRICING OF FUND SHARES
Each Fund’s shares are bought and sold at the current
share price. The share price of each class of each Fund is calculated each day the New York Stock Exchange (“NYSE”)
is open (share prices are not calculated on the days on which the NYSE is closed for trading, generally New Year’s Day, Martin
Luther King, Jr. Day, Washington’s Birthday/ Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas). The share price is determined as of the close of business of the NYSE (normally 3:00 p.m. Central
Time). When an order to buy or sell shares is received, the share price used to fill the order is the next price we calculate after
we receive the order at our transaction processing center in Canton, Massachusetts. To process your purchase order on the day we
receive it, we must receive the order (with complete information):
|
·
|
on a day that the NYSE is open and
|
|
·
|
prior to the close of trading on the NYSE (normally 3 p.m. Central Time).
|
Orders received after the close of the NYSE or on days that
the NYSE is not open will be processed on the next day that the NYSE is open for normal trading.
If we receive an application or purchase request for a new mutual
fund account or subsequent purchase into an existing account that is accompanied by a check and the application or purchase request
does not contain complete information, we may hold the application (and check) for up to two business days while we attempt to
obtain the necessary information. If we receive the necessary information within two business days, we will process the order using
the next share price calculated. If we do not receive the information within two business days, the application and check will
be returned to you.
For these Funds, the share price is calculated by:
|
·
|
taking the current market value of the total assets of the Fund
|
|
·
|
subtracting liabilities of the Fund
|
|
·
|
dividing the remainder proportionately into the classes of the Fund
|
|
·
|
subtracting the liability of each class
|
|
·
|
dividing the remainder by the total number of shares outstanding for that class.
|
Notes:
|
·
|
If market quotations are not readily available for a security owned by a Fund, its fair value is determined using a policy
adopted by the Directors. Fair valuation pricing is subjective and creates the possibility that the fair value determined for a
security may differ materially from the value that could be realized upon the sale of the security.
|
|
·
|
A Fund's securities may be traded on foreign securities markets that generally complete trading at various times during the
day prior to the close of the NYSE. Foreign securities and currencies are converted to U.S. dollars using the exchange rate in
effect at the close of the NYSE. Securities valued outside of the Western Hemisphere are valued using a fair value policy adopted
by the Fund. These fair valuation procedures are intended to discourage shareholders from investing in the Fund for the purpose
of engaging in market timing or arbitrage transactions.
|
|
·
|
The trading of foreign securities generally or in a particular country or countries may not take place on all days the NYSE
is open, or may trade on days the NYSE is closed. Thus, the value of the foreign securities held by the Fund may change on days
when shareholders are unable to purchase or redeem shares.
|
|
·
|
Certain securities issued by companies in emerging market countries may have more than one quoted valuation at any point in
time. These may be referred to as local price and premium price. The premium price is often a negotiated price that may not consistently
represent a price at which a specific transaction can be effected. The Fund has a policy to value such securities at a price at
which the Sub-Advisor expects the securities may be sold.
|
PURCHASE OF FUND SHARES
Principal Funds, Inc. offers funds in multiple share classes:
A, B, C, J, Institutional, R-1, R-2, R-3, R-4, R-5, and P. Funds available in multiple share classes have the same investments,
but differing expenses. Classes Institutional, R-1, R-2, R-3, R-4, and R-5 shares are available in this prospectus.
The Fund may reject or cancel any purchase orders for any reason.
For example, the Fund does not intend to permit market timing because short-term or other excessive trading into and out of the
Funds may harm performance by disrupting portfolio management strategies and by increasing expenses. Accordingly, the Fund may
reject any purchase orders from market timers or investors that, in Principal's opinion, may be disruptive to the Fund. For these
purposes, Principal may consider an investor's trading history in the Fund or other Funds sponsored by Principal Life and accounts
under common ownership or control.
Principal may recommend to the Board, and the Board may elect,
to close certain funds or share classes to new and existing investors.
Shares may be purchased from Principal Funds Distributor, Inc.
("the Distributor"). The Distributor is an affiliate of Principal Life Insurance Company and with it are subsidiaries
of Principal Financial Group, Inc. and members of the Principal Financial Group. There are no sales charges on Institutional, R-1,
R-2, R-3, R-4, and R-5 Class shares of the Fund.
Shareholder accounts for the Fund are maintained under an open
account system. Under this system, an account is opened and maintained for each investor (generally an omnibus account, plan level
account, or institutional investor). Each investment is confirmed by sending the investor a statement of account showing the current
purchase or sale and the total number of shares owned. The statement of account is treated by the Fund as evidence of ownership
of Fund shares. Share certificates are not issued.
Procedures for Opening an Account
To help the government fight the funding of terrorism and money
laundering activities, Federal law requires financial institutions to obtain, verify, and record information that identifies each
person who opens an account. When you open an account, we will ask for your name, address, date of birth, and other information
that will allow us to verify your identity. We may also ask to see your driver’s license or other identifying documents.
If concerns arise with verification of your identity, no transactions,
other than redemptions, will be permitted while we attempt to reconcile the concerns. If we are unable to verify your identify
on a timely basis, we may close your account or take such other action as we deem appropriate.
|
Note:
|
No salesperson, dealer or other person is authorized to give information or make representations
about a Fund other than those contained in this Prospectus. Information or representations not contained in this prospectus may
not be relied upon as having been provided or made by Principal Funds, a Fund, Principal, any Sub-Advisor, or Principal Funds Distributor,
Inc. (“PFD”).
|
Eligible Purchasers
Only eligible purchasers may buy Institutional, R-1, R-2, R-3,
R-4, and R-5 Class shares of the Funds. Principal Management Corporation reserves the right to broaden or limit the designation
of eligible purchasers. Not all of the Funds are offered in every state. Please check with your financial advisor or our home office
for state availability. Some eligible purchasers (as listed below) purchase shares through plans or other arrangements; which plans
or arrangements may impose fees in addition to those charged by the Funds. The services or share classes available to you may vary
depending upon how you wish to purchase shares of the Fund. Each investor’s financial considerations are different. You should
speak with your financial professional to help you decide which share class is best for you.
At the present time, eligible purchasers of Institutional, R-1,
R-2, R-3, R-4, and R-5 Class shares include but are not limited to:
|
·
|
retirement and pension plans to which Principal Life Insurance Company (“Principal Life”) provides recordkeeping
services;
|
|
·
|
separate accounts of Principal Life;
|
|
·
|
Principal Life or any of its subsidiaries or affiliates;
|
|
·
|
any fund distributed by Principal Funds Distributor, Inc. if the fund seeks to achieve its investment objective by investing
primarily in shares of mutual funds;
|
|
·
|
clients of Principal Global Investors, LLC.;
|
|
·
|
certain retirement account investment vehicles administered by foreign or domestic pension plans;
|
|
·
|
an investor who buys shares through an omnibus account with certain intermediaries, such as a broker-dealer, bank, or other
financial institution, pursuant to a written agreement; and
|
|
·
|
certain retirement plan clients that have an approved organization for purposes of providing plan recordkeeping services.
|
For Institutional Class
At the present time, eligible purchasers of Institutional Class
shares also include but are not limited to:
|
·
|
sponsors, recordkeepers, or administrators of wrap account or mutual fund asset allocation programs or participants in those
programs (that trade in an omnibus relationship) and
|
|
·
|
certain institutional clients that have been approved by Principal Life for purposes of providing plan recordkeeping.
|
Payment
Payments are generally to be made through your plan or intermediary.
We reserve the right to refuse any payment that we feel presents a fraud or money laundering risk. Examples of the types of payments
we will not accept are cash, money orders, travelers' checks, credit card checks, and foreign checks.
REDEMPTION OF FUND SHARES
You may redeem shares of the Fund upon request. Shares are redeemed
at the NAV per share next computed after the request is received by the Fund in proper and complete form. There is no charge for
the redemption. The Fund Board of Directors has determined that it is not necessary to impose a fee upon the redemption of fund
shares, because the Fund has adopted transfer restrictions as described in “Exchange of Fund Shares.”
The Fund generally sends payment for shares sold the business
day after the sell order is received. Under unusual circumstances, the Fund may suspend redemptions, or postpone payment up to
seven days, as permitted by federal securities law.
Distributions in Kind
Payment for shares of the Funds tendered for redemption is ordinarily
made by check. However, the Funds may determine that it would be detrimental to the remaining shareholders of a Fund to make payment
of a redemption order wholly or partly in cash. Under certain circumstances, therefore, each of the Funds may pay the redemption
proceeds in whole or in part by a distribution “in kind”
of securities from the Fund’s portfolio in lieu of cash. If a Fund pays the redemption proceeds in kind, the redeeming shareholder
might incur brokerage or other costs in selling the securities for cash. Each Fund will value securities used to pay redemptions
in kind using the same method the Fund uses to value its portfolio securities as described in this prospectus.
EXCHANGE OF FUND SHARES
An exchange between Funds is a redemption of shares of one Fund
and a concurrent purchase of shares in another Fund with the redemption proceeds. A shareholder, including a beneficial owner of
shares held in nominee name or a participant in a participant-directed employee benefit plan, may exchange Fund shares under certain
circumstances. In addition to any restrictions an intermediary or an employee benefit plan imposes, Fund shares may be exchanged,
without charge, for shares of any other Fund of the Principal Funds, provided that:
|
·
|
the shareholder has not exchanged shares of the Fund within 30 days preceding the exchange, unless the shareholder is exchanging
into the Money Market Fund,
|
|
·
|
the share class of such other Fund is available through the plan, and
|
|
·
|
the share class of such other Fund is available in the shareholder’s state of residence.
|
All exchanges completed on the same day are considered a single
exchange for purposes of this exchange limitation. In addition, the Fund will reject an order to purchase shares of any Fund, except
shares of the Money Market Fund, if the shareholder redeemed shares from that Fund within the preceding 30-day period. The 30-day
exchange or purchase restriction does not apply to exchanges or purchases made on a scheduled basis such as scheduled periodic
portfolio rebalancing transactions.
If Fund shares are purchased through an intermediary that is
unable or unwilling to impose the 30-day exchange restriction described above, Fund management may waive this restriction in lieu
of the exchange limitation that the intermediary is able to impose if, in management’s judgment, such limitation is reasonably
likely to prevent excessive trading in Fund shares. In order to prevent excessive exchanges, and under other circumstances where
the Fund Board of Directors or Principal believes it is in the best interests of the Fund, the Fund reserves the right to
revise or terminate this exchange privilege, limit the amount or further limit the number of exchanges, reject any exchange or
close an account.
DIVIDENDS AND DISTRIBUTIONS
Dividends are based on estimates of income, expenses, and shareholder
activity for the Fund. Actual income, expenses, and shareholder activity may differ from estimates; consequently, differences,
if any, will be included in the calculation of subsequent dividends. The Funds pay their net investment income to record date shareholders;
this record date is the business day prior to the payment date. The payment schedule is as follows:
|
·
|
The Preferred Securities Fund pays its net investment income monthly.
|
|
·
|
The Small-MidCap Dividend Income Fund pays its net investment income quarterly in March, June, September, and December.
|
|
·
|
The Blue Chip, Bond Market Index, Diversified Real Asset, Global Multi-Strategy, Global Opportunities, and International Equity
Index Funds pay their net investment income annually in December.
|
For more details on the payment schedule go to
www.principal.com
.
Net realized capital gains, if any, are distributed annually
in December. Payments are made to shareholders of record on the business day prior to the payable date. Capital gains may be taxable
at different rates, depending on the length of time that the Fund holds its assets.
Dividend and capital gains distributions will be reinvested,
without a sales charge, in shares of the Fund from which the distribution is paid.
Generally, for federal income tax purposes, Fund distributions
are taxable as ordinary income, except that any distributions of long-term capital gains will be taxed as such regardless of how
long Fund shares have been held. Special tax rules apply to Fund distributions to retirement plans. A tax advisor should be consulted
to determine the suitability of the Fund as an investment by such a plan and the tax treatment of distributions by the Fund. A
tax advisor can also provide information on the potential impact of possible foreign, state, and local taxes. A Fund’s investments
in foreign securities may be subject to foreign withholding taxes. In that case, the Fund’s yield on those securities would
be decreased.
To the extent that distributions the Funds pay are derived from
a source other than net income (such as a return of capital), a notice will be included in your quarterly statement pursuant to
Section 19(a) of the Investment Company Act of 1940, as amended, and Rule 19a-1 disclosing the source of such distributions. Furthermore,
such notices shall be posted monthly on our web site at www.principalfunds.com. You may request a copy of all such notices, free
of charge, by telephoning 1-800-222-5852. The amounts and sources of distributions included in such notices are estimates only
and you should not rely upon them for purposes of reporting income taxes. The Fund will send shareholders a Form 1099-DIV for the
calendar year that will tell shareholders how to report these distributions for federal income tax purposes.
Notes:
·
|
A Fund’s payment of income dividends and capital gains has the effect of reducing the share price by the amount of the payment.
|
·
|
Distributions from a Fund, whether received in cash or reinvested in additional shares, may be subject to federal (and state) income tax.
|
·
|
For these reasons, buying shares of a Fund shortly before it makes a distribution may be disadvantageous to you.
|
FREQUENT PURCHASES AND REDEMPTIONS
The Funds are not designed for, and do not knowingly accommodate,
frequent purchases and redemptions of fund shares. If you intend to trade frequently and/or use market timing investment strategies,
you should not purchase these Funds.
Frequent purchases and redemptions pose a risk to the Funds
because they may:
·
|
Disrupt the management of the Funds by:
|
|
·
|
forcing the Funds to hold short-term (liquid) assets rather than investing for long-term growth, which results in lost investment opportunities for the Funds and
|
|
·
|
causing unplanned portfolio turnover;
|
·
|
Hurt the portfolio performance of the Funds; and
|
·
|
Increase expenses of the Funds due to:
|
|
·
|
increased broker-dealer commissions and
|
|
·
|
increased recordkeeping and related costs.
|
Certain Funds may be at greater risk of harm due to frequent
purchases and redemptions. For example, those Funds that invest in foreign securities may appeal to investors attempting to take
advantage of time-zone arbitrage. The Funds have adopted procedures to “fair value” foreign securities owned by the
Funds each day to discourage these market timing transactions in shares of the Funds.
The Board of Directors of the Fund has also adopted policies
and procedures with respect to frequent purchases and redemptions of shares of the Funds. The Funds monitor shareholder trading
activity to identify and take action against abuses. When we do identify abusive trading, we will apply our policies and procedures
in a fair and uniform manner. While our policies and procedures are designed to identify and protect against abusive trading practices,
there can be no certainty that we will identify and prevent abusive trading in all instances. If we are not able to identify such
excessive trading practices, the Funds and their shareholders may be harmed. The harm of undetected excessive trading in shares
of the underlying funds in which the funds of funds (for example, Principal LifeTime Funds/Accounts, Strategic Asset Management
Portfolios, PVC Diversified Balanced Account, PVC Diversified Growth Account, and PVC Diversified Income Account) invest could
flow through to the funds of funds as they would for any fund shareholder.
The Funds have adopted an exchange frequency restriction, described
above in “Exchange of Fund Shares” to limit excessive trading in fund shares.
If we, or a Fund, deem abusive trading practices to be occurring,
we will take action that may include, but is not limited to:
·
|
Rejecting exchange instructions from the shareholder or other person authorized by the shareholder to direct exchanges;
|
·
|
Restricting submission of exchange requests by, for example, allowing exchange requests to be submitted by 1st class U.S. mail only and disallowing requests made by facsimile, overnight courier, telephone or via the internet;
|
·
|
Limiting the number of exchanges during a year;
|
·
|
Requiring a holding period of a minimum of 30 days before permitting exchanges among the Funds where there is evidence of at least one round-trip exchange (exchange or redemption of shares that were purchased within 30 days of the exchange/redemption); and
|
·
|
Taking such other action as directed by the Fund.
|
The Funds have reserved the right to accept or reject, without
prior written notice, any exchange requests. In some instances, an exchange may be completed prior to a determination of abusive
trading. In those instances, we will reverse the exchange and return the account holdings to the positions held prior to the exchange.
We will give the shareholder written notice in this instance.
TAX CONSIDERATIONS
Shareholders are responsible for federal income tax (and any
other taxes, including state and local income taxes, if applicable) on dividends and capital gains distributions whether such dividends
or distributions are paid in cash or reinvested in additional shares. Special tax rules apply to distributions from IRAs and other
retirement accounts. You should consult a tax advisor to determine the suitability of the Fund as an investment by such a plan
and the tax treatment of Fund distributions.
Generally, dividends paid by the Funds from interest, dividends,
or net short-term capital gains will be taxed as ordinary income. Distributions properly designated by the Fund as deriving from
net gains on securities held for more than one year are taxable as such (generally at a 15% tax rate), regardless of how long you
have held your shares. For taxable years beginning before January 1, 2013, distributions of investment income properly designated
by the Fund as derived from “qualified dividend income” will be taxed at the rates applicable to long-term capital
gains.
Investments by a Fund in foreign securities may be subject to
foreign withholding taxes. In that case, the Fund’s yield on those securities would be decreased. Shareholders of the Funds
that invest in foreign securities may be entitled to claim a credit or deduction with respect to foreign taxes. In addition, the
Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of
ordinary income and may affect the timing or amount of the Fund’s distributions.
Early in each calendar year, each Fund will notify you of the
amount and tax status of distributions paid to you for the preceding year.
A dividend or distribution made shortly after the purchase of
shares of a Fund by a shareholder, although in effect a return of capital to that shareholder, would be taxable to that shareholder
as described above, subject to a holding period requirement for dividends designated as qualified dividend income.
Because of tax law requirements, you must provide the Funds
with an accurate and certified taxpayer identification number (for individuals, generally a Social Security number) to avoid “back-up”
withholding, which is currently imposed at a rate of 28%.
Any gain resulting from the redemption or exchange of your
shares will generally also be subject to tax. For shares acquired after January 1, 2012, you will need to select a cost basis method
to be used to calculate your reported gains and losses prior to or at the time of any redemption or exchange. If you do not
select a method, the Funds’ default method of average cost will be applied to the transactions. The cost basis method used
on your account could significantly affect your taxes due and should be carefully considered. You should consult your tax advisor
for more information on your own tax situation, including possible foreign, state, and local taxes.
Investments by a Fund in certain debt instruments or derivatives
may cause the Fund to recognize taxable income in excess of the cash generated by such instruments. As a result, the Fund could
be required at times to liquidate other investments in order to satisfy its distribution requirements under the Internal Revenue
Code. The Fund’s use of derivatives will also affect the amount, timing, and character of the Fund’s distributions.
The information contained in this prospectus is not a complete
description of the federal, state, local, or foreign tax consequences of investing in the Fund. You should consult your tax advisor
before investing in the Fund.
THE COSTS OF INVESTING
Fees and Expenses of the Funds
Fund shares are sold without a front-end sales charge and do
not have a contingent deferred sales charge. There is no sales charge on Fund shares purchased with reinvested dividends or other
distributions.
Ongoing Fees
Ongoing fees reduce the value of each share. Because they are
ongoing, they increase the cost of investing in the Funds.
Each Fund pays ongoing fees to Principal and others who provide
services to the Fund. These fees include:
·
|
Management Fee (Institutional, R-1, R-2, R-3, R-4, and R-5 Classes) – Through the Management Agreement with the Fund, Principal has agreed to provide investment advisory services and corporate administrative services to the Fund.
|
·
|
Distribution Fee (R-1, R-2, R-3, and R-4 Classes) — Each Fund has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940. Under the plan, the R-1, R-2, R-3, and R-4 classes pay a distribution fee based on the average daily net asset value (NAV) of the Fund. These fees pay distribution and other expenses for the sale of Fund shares and for services provided to shareholders. Over time, these fees may exceed other types of sales charges.
|
·
|
Other Expenses
|
|
·
|
(R-1, R-2, R-3, R-4, and R-5 Classes) — Examples include a Service Fee (Principal has entered into a Service Agreement with the Fund under which Principal performs personal services), an Administrative Services Fee (Principal has entered into an Administrative Services Agreement with Principal Funds under which Principal provides shareholder and administrative services for retirement plans and other beneficial owners of Fund shares), and a Transfer Agent Fee (Principal Shareholder Services, Inc. (“PSS”) has entered into a Transfer Agency Agreement with the Fund under which PSS provides transfer agent services. These services are currently provided at cost.).
|
|
·
|
(Institutional Class) — One example is a Transfer Agent Fee (Principal Shareholder Services, Inc. (“PSS”) has entered into a Transfer Agency Agreement with the Fund under which PSS provides transfer agent services. These services are currently provided at cost.). Institutional Class shares of the Funds also pay expenses of registering and qualifying shares for sale, the cost of producing and distributing reports and prospectuses to Institutional Class shareholders, the cost of shareholder meetings held solely for Institutional Class shares, and other operating expenses of the Fund.
|
·
|
Acquired Fund Fees and Expenses (Institutional, R-1, R-2, R-3, R-4, and R-5 Classes) – fees and expenses charged by other investment companies in which a Fund invests a portion of its assets.
|
DISTRIBUTION PLANS AND INTERMEDIARY
COMPENSATION
Distribution and/or Service (12b-1) Fees
Principal Funds has adopted a distribution plan pursuant to
Rule 12b-1 under the Investment Company Act for each of the Class R-1, R-2, R-3 and R-4 shares of Principal Funds. Under the 12b-1
Plans, each Fund makes payments from its assets attributable to the particular share class to the Fund's Distributor for distribution-related
expenses and for providing services to shareholders of that share class. Payments under the 12b-1 plans are made by the Funds to
the Distributor pursuant to the 12b-1 plans regardless of the expenses incurred by the Distributor. When the Distributor receives
Rule 12b-1 fees, it may pay some or all of them to intermediaries whose customers are shareholders of the funds for sales support
services and for providing services to shareholders of that share class. Intermediaries may include, among others, broker-dealers,
registered investment advisors, banks, trust companies, pension plan consultants, retirement plan administrators, and insurance
companies. Because Rule 12b-1 fees are paid out of Fund assets and are ongoing fees, over time they will increase the cost of your
investment in the Funds and may cost you more than other types of sales charges.
The maximum annual Rule 12b-1 fee for distribution related expenses
and/or for providing services to shareholders under each 12b-1 plan (as a percentage of average daily net assets) is:
Share Class
|
Maximum Annualized Rate
12b-1 Fee
|
R-1
|
0.35%
|
R-2
|
0.30%
|
R-3
|
0.25%
|
R-4
|
0.10%
|
The Distributor generally uses Rule 12b-1 fees to finance any
activity that is primarily intended to result in the sale of shares and for providing services to shareholders of the share class.
In addition to shareholder services, examples of such sales or distribution related expenses include compensation to salespeople
and selected dealers (including
financing the commission paid to the dealer at the time of the
sale), printing of prospectuses and statements of additional information and reports for other than existing shareholders, and
preparing and conducting sales seminars.
Payments under the 12b-1 plans will not automatically terminate
for funds that are closed to new investors or to additional purchases by existing shareholders. The fund Board will determine whether
to terminate, modify, or leave unchanged the 12b-1 plan at the time the Board directs the implementation of the closure of the
fund.
Additional Payments to Intermediaries
Shares of the Fund are sold primarily through intermediaries,
such as brokers, dealers, investment advisors, banks, trust companies, pension plan consultants, retirement plan administrators
and insurance companies.
In addition to payments pursuant to 12b-1 plans, Principal or
its affiliates enter into agreements with some intermediaries pursuant to which the intermediaries receive payments for providing
services relating to Fund shares. Examples of such services are administrative, networking, recordkeeping, sub-transfer agency
and/or shareholder services. For Class R-1, R-2, R-3, R-4 and R-5 shares, such compensation is generally paid out of the Service
Fees and Administrative Service Fees that are disclosed in this prospectus as Other Expenses. For Institutional Class shares, in
some situations the Fund will reimburse Principal or its affiliates for making such payments; in others the Fund may make such
payments directly to the intermediaries.
In addition, Principal or its affiliates may pay, without reimbursement
from the Fund, compensation from their own resources to certain intermediaries that support the distribution of shares of the Fund
or provide services to Fund shareholders.
For Institutional Class shares, such payments may vary, but
generally do not exceed: (a) 0.10% of the current year’s sales of Fund shares by that intermediary or (b) 0.10% of the average
net asset value of Fund shares held by clients of such intermediary.
Principal Life Insurance Company is one such intermediary that
provides services relating to Fund shares held in retirement plans, and it is typically paid some or all of the Service Fees and
Administrative Service Fees pertaining to such plans, and it also receives compensation paid by Principal from its own resources.
Additionally, in some cases the Distributor and its affiliates
will provide payments or reimbursements in connection with the costs of conferences, educational seminars, training and marketing
efforts related to the Funds. Such activities may be sponsored by intermediaries or the Distributor. The costs associated with
such activities may include travel, lodging, entertainment, and meals. In some cases the Distributor will also provide payment
or reimbursement for expenses associated with transactions ("ticket") charges and general marketing expenses.
For more information, see the Statement of Additional Information
(SAI). The amounts paid to intermediaries vary by share class and by fund.
The payments described in this prospectus may create a conflict
of interest by influencing your Financial Professional or your intermediary to recommend the Fund over another investment, or to
recommend one share class of the Fund over another share class. Ask your Financial Professional or visit your intermediary's website
for more information about the total amounts paid to them by Principal and its affiliates, and by sponsors of other mutual funds
your Financial Professional may recommend to you.
Your intermediary may charge you additional fees other than
those disclosed in this prospectus. Ask your Financial Professional about any fees and commissions they charge.
FUND ACCOUNT INFORMATION
Statements
Statements are sent on a periodic basis. The statements provide
the number and value of shares owned, transactions during the covered time period, dividends declared or paid, and other information.
Orders Placed by Intermediaries
Principal Funds may have an agreement with your intermediary,
such as a broker-dealer, third party administrator, or trust company, that permits the intermediary to accept orders on behalf
of the Fund until 3 p.m. Central Time. The agreement may include authorization for your intermediary to designate other intermediaries
(“sub-designees”) to accept orders on behalf of the Fund on the same terms that apply to the intermediary. In such
cases, if your intermediary or a sub-designee receives your order in correct form by 3 p.m. Central Time, transmits it to the Fund,
and pays for it in accordance with the agreement, the Fund will price the order at the next net asset value per share it computes
after your intermediary or sub-designee received your order.
Note:
|
The time at which the Fund prices orders and the time until which the Fund or your intermediary or sub-designee will accept orders may change in the case of an emergency or if the NYSE closes at a time other than 3 p.m. Central Time.
|
Signature Guarantees
Certain transactions require that your signature be guaranteed.
If required, the signature(s) must be guaranteed by a commercial bank, trust company, credit union, savings and loan, national
securities exchange member, or brokerage firm. A signature guaranteed by a notary public or savings bank is not acceptable. Signature
guarantees are required:
·
|
if you sell more than $500,000 from any one Fund;
|
·
|
if a sales proceeds check is payable to other than the account shareholder(s);
|
·
|
to change ownership of an account;
|
·
|
to add telephone transaction services and/or wire privileges to an existing account if there is not a common owner between the bank account and mutual fund account;
|
·
|
to change bank account information designated under an existing telephone withdrawal plan if there is not a common owner between the bank account and mutual fund account;
|
·
|
to exchange or transfer among accounts with different ownership; and
|
·
|
to have a sales proceeds check mailed to an address other than the address on the account or to the address on the account if it has been changed within the preceding 15 days.
|
Reservation of Rights
Principal Funds reserves the right to amend or terminate the
special plans described in this prospectus. Shareholders will be notified of any such action to the extent required by law.
Householding
To avoid sending duplicate copies of materials to households,
mailings for accounts held by members of your household may be combined so that only one copy of each prospectus, annual and semi-annual
reports will be mailed. In addition, your account information may be included with other householded accounts on the same quarterly
and annual statements. The consolidation of these mailings, called householding, benefits PFI and our shareholders through reduced
printing and mailing expenses. If you prefer to receive multiple copies of these materials, you may write or call PFI. Householding
will be stopped within thirty (30) days after we receive your request.
Multiple Translations
This prospectus may be translated into other languages. In the
event of any inconsistencies or ambiguity as to the meaning of any word or phrase in a translation, the English text will prevail.
Financial Statements
Shareholders will receive annual financial statements for the
Funds, audited by the Funds’ independent registered public accounting firm. Shareholders will also receive a semi-annual
financial statement that is unaudited.
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to
help you understand the Fund’s financial performance for the periods shown. Certain information reflects returns for a single
Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment
in the Fund (assuming reinvestment of all distributions). This information has been audited by Ernst & Young LLP, Independent
Registered Public Accounting Firm, whose report, along with each Fund’s financial statements, is included in Principal Funds,
Inc. Annual Report to Shareholders for the fiscal year ended August 31, 2012, which is available upon request, and incorporated
by reference into the SAI.
To request a free copy of the latest annual or semi-annual
report for the Fund, you may telephone 1-800-222-5852.
Financial
Highlights
Principal
Funds, Inc.
|
|
Net Asset Value, Beginning of Period
|
|
Net Investment
Income (Loss)(a)
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
Total From Investment Operations
|
|
Dividends from Net Investment Income
|
|
Distributions from Realized Gains
|
|
Total Dividends and Distributions
|
|
Net Asset Value, End of Period
|
|
BLUE CHIP FUND
|
|
Institutional shares
|
|
2012(b)
|
|
|
$
|
10.00
|
|
|
$
|
0.02
|
|
|
$
|
0.62
|
|
|
$
|
0.64
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
10.64
|
|
|
BOND
MARKET INDEX FUND
|
|
Institutional
shares
|
|
2012
|
|
|
|
10.95
|
|
|
|
0.23
|
|
|
|
0.36
|
|
|
|
0.59
|
|
|
|
(0.27
|
)
|
|
|
—
|
|
|
|
(0.27
|
)
|
|
|
11.27
|
|
|
2011
|
|
|
|
10.71
|
|
|
|
0.28
|
|
|
|
0.17
|
|
|
|
0.45
|
|
|
|
(0.19
|
)
|
|
|
(0.02
|
)
|
|
|
(0.21
|
)
|
|
|
10.95
|
|
|
2010(f)
|
|
|
|
10.00
|
|
|
|
0.18
|
|
|
|
0.53
|
|
|
|
0.71
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.71
|
|
|
R-1
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
10.85
|
|
|
|
0.13
|
|
|
|
0.36
|
|
|
|
0.49
|
|
|
|
(0.19
|
)
|
|
|
—
|
|
|
|
(0.19
|
)
|
|
|
11.15
|
|
|
2011
|
|
|
|
10.65
|
|
|
|
0.18
|
|
|
|
0.17
|
|
|
|
0.35
|
|
|
|
(0.13
|
)
|
|
|
(0.02
|
)
|
|
|
(0.15
|
)
|
|
|
10.85
|
|
|
2010(f)
|
|
|
|
10.00
|
|
|
|
0.12
|
|
|
|
0.53
|
|
|
|
0.65
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.65
|
|
|
R-2
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
10.86
|
|
|
|
0.15
|
|
|
|
0.35
|
|
|
|
0.50
|
|
|
|
(0.20
|
)
|
|
|
—
|
|
|
|
(0.20
|
)
|
|
|
11.16
|
|
|
2011
|
|
|
|
10.66
|
|
|
|
0.20
|
|
|
|
0.17
|
|
|
|
0.37
|
|
|
|
(0.15
|
)
|
|
|
(0.02
|
)
|
|
|
(0.17
|
)
|
|
|
10.86
|
|
|
2010(f)
|
|
|
|
10.00
|
|
|
|
0.13
|
|
|
|
0.53
|
|
|
|
0.66
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.66
|
|
|
R-3
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
10.89
|
|
|
|
0.16
|
|
|
|
0.36
|
|
|
|
0.52
|
|
|
|
(0.22
|
)
|
|
|
—
|
|
|
|
(0.22
|
)
|
|
|
11.19
|
|
|
2011
|
|
|
|
10.67
|
|
|
|
0.22
|
|
|
|
0.17
|
|
|
|
0.39
|
|
|
|
(0.15
|
)
|
|
|
(0.02
|
)
|
|
|
(0.17
|
)
|
|
|
10.89
|
|
|
2010(f)
|
|
|
|
10.00
|
|
|
|
0.14
|
|
|
|
0.53
|
|
|
|
0.67
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.67
|
|
|
R-4
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
10.90
|
|
|
|
0.19
|
|
|
|
0.36
|
|
|
|
0.55
|
|
|
|
(0.24
|
)
|
|
|
—
|
|
|
|
(0.24
|
)
|
|
|
11.21
|
|
|
2011
|
|
|
|
10.68
|
|
|
|
0.24
|
|
|
|
0.17
|
|
|
|
0.41
|
|
|
|
(0.17
|
)
|
|
|
(0.02
|
)
|
|
|
(0.19
|
)
|
|
|
10.90
|
|
|
2010(f)
|
|
|
|
10.00
|
|
|
|
0.15
|
|
|
|
0.53
|
|
|
|
0.68
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.68
|
|
|
R-5
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
10.92
|
|
|
|
0.20
|
|
|
|
0.36
|
|
|
|
0.56
|
|
|
|
(0.25
|
)
|
|
|
—
|
|
|
|
(0.25
|
)
|
|
|
11.23
|
|
|
2011
|
|
|
|
10.69
|
|
|
|
0.25
|
|
|
|
0.17
|
|
|
|
0.42
|
|
|
|
(0.17
|
)
|
|
|
(0.02
|
)
|
|
|
(0.19
|
)
|
|
|
10.92
|
|
|
2010(f)
|
|
|
|
10.00
|
|
|
|
0.16
|
|
|
|
0.53
|
|
|
|
0.69
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10.69
|
|
|
DIVERSIFIED
REAL ASSET FUND
|
|
Institutional
shares
|
|
2012
|
|
|
|
11.87
|
|
|
|
0.14
|
|
|
|
0.30
|
|
|
|
0.44
|
|
|
|
(0.04
|
)
|
|
|
(0.28
|
)
|
|
|
(0.32
|
)
|
|
|
11.99
|
|
|
2011
|
|
|
|
10.14
|
|
|
|
0.15
|
|
|
|
1.64
|
|
|
|
1.79
|
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
(0.06
|
)
|
|
|
11.87
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.05
|
|
|
|
0.11
|
|
|
|
0.16
|
|
|
|
(0.02
|
)
|
|
|
—
|
|
|
|
(0.02
|
)
|
|
|
10.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Highlights (C
ontinued
)
Principal
Funds, Inc.
Total Return
|
|
Net Assets, End of Period (in thousands)
|
|
Ratio of Expenses to Average Net Assets
|
|
Ratio of Gross Expenses to Average Net Assets
|
|
Ratio of Net Investment Income to Average Net
Assets
|
|
Portfolio Turnover
Rate
|
|
|
|
6.40
|
%(c)
|
|
$
|
5,321
|
|
|
|
0.75
|
%(d)
|
|
|
4.83
|
%(d),(e)
|
|
|
0.87
|
%(d)
|
|
|
7.3
|
%(d)
|
|
5.50
|
|
|
|
1,553,862
|
|
|
|
0.26
|
|
|
|
0.26
|
(e)
|
|
|
2.06
|
|
|
|
144.0
|
|
|
4.30
|
|
|
|
965,143
|
|
|
|
0.27
|
|
|
|
0.27
|
(e)
|
|
|
2.60
|
|
|
|
84.6
|
|
|
7.10
|
(c)
|
|
|
530,223
|
|
|
|
0.26
|
(d)
|
|
|
0.26
|
(d),(e)
|
|
|
2.54
|
(d)
|
|
|
216.8
|
(d)
|
|
4.57
|
|
|
|
2,253
|
|
|
|
1.14
|
|
|
|
1.14
|
(e)
|
|
|
1.20
|
|
|
|
144.0
|
|
|
3.31
|
|
|
|
1,538
|
|
|
|
1.14
|
|
|
|
1.14
|
(e)
|
|
|
1.73
|
|
|
|
84.6
|
|
|
6.50
|
(c)
|
|
|
2,133
|
|
|
|
1.15
|
(d)
|
|
|
1.16
|
(d),(e)
|
|
|
1.70
|
(d)
|
|
|
216.8
|
(d)
|
|
4.67
|
|
|
|
4,794
|
|
|
|
1.01
|
|
|
|
1.01
|
(e)
|
|
|
1.33
|
|
|
|
144.0
|
|
|
3.50
|
|
|
|
3,469
|
|
|
|
1.01
|
|
|
|
1.01
|
(e)
|
|
|
1.86
|
|
|
|
84.6
|
|
|
6.60
|
(c)
|
|
|
3,814
|
|
|
|
1.02
|
(d)
|
|
|
1.02
|
(d),(e)
|
|
|
1.83
|
(d)
|
|
|
216.8
|
(d)
|
|
4.87
|
|
|
|
10,082
|
|
|
|
0.83
|
|
|
|
0.83
|
(e)
|
|
|
1.50
|
|
|
|
144.0
|
|
|
3.74
|
|
|
|
5,716
|
|
|
|
0.83
|
|
|
|
0.83
|
(e)
|
|
|
2.04
|
|
|
|
84.6
|
|
|
6.70
|
(c)
|
|
|
5,206
|
|
|
|
0.84
|
(d)
|
|
|
0.84
|
(d),(e)
|
|
|
2.01
|
(d)
|
|
|
216.8
|
(d)
|
|
5.16
|
|
|
|
6,175
|
|
|
|
0.64
|
|
|
|
0.64
|
(e)
|
|
|
1.74
|
|
|
|
144.0
|
|
|
3.90
|
|
|
|
5,894
|
|
|
|
0.64
|
|
|
|
0.64
|
(e)
|
|
|
2.23
|
|
|
|
84.6
|
|
|
6.80
|
(c)
|
|
|
2,675
|
|
|
|
0.65
|
(d)
|
|
|
0.65
|
(d),(e)
|
|
|
2.20
|
(d)
|
|
|
216.8
|
(d)
|
|
5.25
|
|
|
|
21,032
|
|
|
|
0.52
|
|
|
|
0.52
|
(e)
|
|
|
1.80
|
|
|
|
144.0
|
|
|
4.05
|
|
|
|
11,004
|
|
|
|
0.52
|
|
|
|
0.52
|
(e)
|
|
|
2.35
|
|
|
|
84.6
|
|
|
6.90
|
(c)
|
|
|
9,296
|
|
|
|
0.53
|
(d)
|
|
|
0.52
|
(d),(e)
|
|
|
2.34
|
(d)
|
|
|
216.8
|
(d)
|
|
3.93
|
|
|
|
974,865
|
|
|
|
0.87
|
|
|
|
0.87
|
(e)
|
|
|
1.23
|
|
|
|
107.3
|
|
|
17.74
|
|
|
|
553,852
|
|
|
|
0.87
|
|
|
|
0.87
|
(e)
|
|
|
1.31
|
|
|
|
59.7
|
|
|
1.57
|
(c)
|
|
|
173,814
|
|
|
|
0.90
|
(d)
|
|
|
0.90
|
(d),(e)
|
|
|
1.16
|
(d)
|
|
|
38.1
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Calculated based on average shares outstanding
during the period.
|
(b)
|
Period from June 14, 2012, date operations
commenced, through August 31, 2012.
|
(c)
|
Total return amounts have not been annualized.
|
(d)
|
Computed on an annualized basis.
|
(e)
|
Excludes expense reimbursement from Manager.
|
(f)
|
Period from December 30, 2009, date operations commenced,
through August 31, 2010.
|
(g)
|
Period from March 16, 2010, date operations
commenced, through August 31, 2010.
|
|
|
|
|
Financial
Highlights (C
ontinued
)
Principal
Funds, Inc.
Selected data for a share of Capital Stock outstanding
throughout each year ended August 31 (except as noted):
|
|
Net Asset Value, Beginning of Period
|
|
Net Investment Income (Loss)(a)
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
Total From Investment Operations
|
|
Dividends from Net Investment Income
|
|
Distributions from Realized Gains
|
|
Total Dividends and Distributions
|
|
Net Asset Value, End of Period
|
|
GLOBAL MULTI-STRATEGY FUND
|
|
Institutional shares
|
|
2012(b)
|
|
|
$
|
10.00
|
|
|
($
|
0.03
|
)
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
10.35
|
|
|
INTERNATIONAL
EQUITY INDEX FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.80
|
|
|
|
0.31
|
|
|
|
(0.36
|
)
|
|
|
(0.05
|
)
|
|
|
(0.23
|
)
|
|
|
(0.01
|
)
|
|
|
(0.24
|
)
|
|
|
9.51
|
|
|
2011
|
|
|
|
9.10
|
|
|
|
0.28
|
|
|
|
0.60
|
|
|
|
0.88
|
|
|
|
(0.17
|
)
|
|
|
(0.01
|
)
|
|
|
(0.18
|
)
|
|
|
9.80
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.17
|
|
|
|
(1.07
|
)
|
|
|
(0.90
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.10
|
|
|
R-1
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.66
|
|
|
|
0.26
|
|
|
|
(0.39
|
)
|
|
|
(0.13
|
)
|
|
|
(0.18
|
)
|
|
|
(0.01
|
)
|
|
|
(0.19
|
)
|
|
|
9.34
|
|
|
2011
|
|
|
|
9.05
|
|
|
|
0.19
|
|
|
|
0.60
|
|
|
|
0.79
|
|
|
|
(0.17
|
)
|
|
|
(0.01
|
)
|
|
|
(0.18
|
)
|
|
|
9.66
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.12
|
|
|
|
(1.07
|
)
|
|
|
(0.95
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.05
|
|
|
R-2
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.70
|
|
|
|
0.28
|
|
|
|
(0.39
|
)
|
|
|
(0.11
|
)
|
|
|
(0.06
|
)
|
|
|
(0.01
|
)
|
|
|
(0.07
|
)
|
|
|
9.52
|
|
|
2011
|
|
|
|
9.05
|
|
|
|
0.20
|
|
|
|
0.60
|
|
|
|
0.80
|
|
|
|
(0.14
|
)
|
|
|
(0.01
|
)
|
|
|
(0.15
|
)
|
|
|
9.70
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.09
|
|
|
|
(1.04
|
)
|
|
|
(0.95
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.05
|
|
|
R-3
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.71
|
|
|
|
0.28
|
|
|
|
(0.37
|
)
|
|
|
(0.09
|
)
|
|
|
(0.20
|
)
|
|
|
(0.01
|
)
|
|
|
(0.21
|
)
|
|
|
9.41
|
|
|
2011
|
|
|
|
9.07
|
|
|
|
0.28
|
|
|
|
0.54
|
|
|
|
0.82
|
|
|
|
(0.17
|
)
|
|
|
(0.01
|
)
|
|
|
(0.18
|
)
|
|
|
9.71
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.10
|
|
|
|
(1.03
|
)
|
|
|
(0.93
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.07
|
|
|
R-4
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.76
|
|
|
|
0.27
|
|
|
|
(0.35
|
)
|
|
|
(0.08
|
)
|
|
|
(0.21
|
)
|
|
|
(0.01
|
)
|
|
|
(0.22
|
)
|
|
|
9.46
|
|
|
2011
|
|
|
|
9.08
|
|
|
|
0.27
|
|
|
|
0.57
|
|
|
|
0.84
|
|
|
|
(0.15
|
)
|
|
|
(0.01
|
)
|
|
|
(0.16
|
)
|
|
|
9.76
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.17
|
|
|
|
(1.09
|
)
|
|
|
(0.92
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.08
|
|
|
R-5
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.77
|
|
|
|
0.31
|
|
|
|
(0.37
|
)
|
|
|
(0.06
|
)
|
|
|
(0.22
|
)
|
|
|
(0.01
|
)
|
|
|
(0.23
|
)
|
|
|
9.48
|
|
|
2011
|
|
|
|
9.08
|
|
|
|
0.27
|
|
|
|
0.59
|
|
|
|
0.86
|
|
|
|
(0.16
|
)
|
|
|
(0.01
|
)
|
|
|
(0.17
|
)
|
|
|
9.77
|
|
|
2010(g)
|
|
|
|
10.00
|
|
|
|
0.09
|
|
|
|
(1.01
|
)
|
|
|
(0.92
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Highlights (C
ontinued
)
Principal
Funds, Inc.
Total Return
|
|
Net Assets, End of Period (in thousands)
|
|
Ratio of Expenses to Average Net Assets
|
|
Ratio of Expenses to Average Net Assets (Excluding
Dividends and Interest Expense on Shorts and Short Sale Fees)
|
|
Ratio of Gross Expenses to Average Net Assets
|
|
Ratio of Net Investment Income to Average Net
Assets
|
|
Portfolio Turnover Rate
|
|
|
|
3.50
|
%(c)
|
|
$
|
475,314
|
|
|
|
2.35
|
%(d)
|
|
|
1.65
|
%(d),(e)
|
|
|
2.38
|
%(d),(f)
|
|
|
(0.31
|
)%(d)
|
|
|
196.0
|
%(d)
|
|
(0.27
|
)
|
|
|
786,891
|
|
|
|
0.32
|
|
|
|
N/A
|
|
|
|
0.32
|
(f)
|
|
|
3.37
|
|
|
|
53.5
|
|
|
9.59
|
|
|
|
534,403
|
|
|
|
0.37
|
|
|
|
N/A
|
|
|
|
0.38
|
(f)
|
|
|
2.69
|
|
|
|
31.4
|
|
|
(9.00
|
)(c)
|
|
|
343,101
|
|
|
|
0.35
|
(d)
|
|
|
N/A
|
|
|
|
0.38
|
(d),(f)
|
|
|
2.74
|
(d)
|
|
|
48.3
|
(d)
|
|
(1.20
|
)
|
|
|
70
|
|
|
|
1.19
|
|
|
|
N/A
|
|
|
|
1.19
|
(f)
|
|
|
2.86
|
|
|
|
53.5
|
|
|
8.64
|
|
|
|
22
|
|
|
|
1.26
|
|
|
|
N/A
|
|
|
|
1.26
|
(f)
|
|
|
1.85
|
|
|
|
31.4
|
|
|
(9.50
|
)(c)
|
|
|
9
|
|
|
|
1.23
|
(d)
|
|
|
N/A
|
|
|
|
3.25
|
(d),(f)
|
|
|
1.92
|
(d)
|
|
|
48.3
|
(d)
|
|
(1.11
|
)
|
|
|
209
|
|
|
|
1.06
|
|
|
|
N/A
|
|
|
|
1.06
|
(f)
|
|
|
2.97
|
|
|
|
53.5
|
|
|
8.79
|
|
|
|
61
|
|
|
|
1.13
|
|
|
|
N/A
|
|
|
|
1.13
|
(f)
|
|
|
1.87
|
|
|
|
31.4
|
|
|
(9.50
|
)(c)
|
|
|
47
|
|
|
|
1.10
|
(d)
|
|
|
N/A
|
|
|
|
1.90
|
(d),(f)
|
|
|
1.43
|
(d)
|
|
|
48.3
|
(d)
|
|
(0.81
|
)
|
|
|
3,045
|
|
|
|
0.88
|
|
|
|
N/A
|
|
|
|
0.88
|
(f)
|
|
|
3.05
|
|
|
|
53.5
|
|
|
8.90
|
|
|
|
1,068
|
|
|
|
0.95
|
|
|
|
N/A
|
|
|
|
0.95
|
(f)
|
|
|
2.68
|
|
|
|
31.4
|
|
|
(9.30
|
)(c)
|
|
|
55
|
|
|
|
0.92
|
(d)
|
|
|
N/A
|
|
|
|
1.76
|
(d),(f)
|
|
|
1.54
|
(d)
|
|
|
48.3
|
(d)
|
|
(0.60
|
)
|
|
|
4,414
|
|
|
|
0.69
|
|
|
|
N/A
|
|
|
|
0.69
|
(f)
|
|
|
2.97
|
|
|
|
53.5
|
|
|
9.15
|
|
|
|
4,078
|
|
|
|
0.76
|
|
|
|
N/A
|
|
|
|
0.76
|
(f)
|
|
|
2.53
|
|
|
|
31.4
|
|
|
(9.20
|
)(c)
|
|
|
1,089
|
|
|
|
0.73
|
(d)
|
|
|
N/A
|
|
|
|
0.77
|
(d),(f)
|
|
|
2.78
|
(d)
|
|
|
48.3
|
(d)
|
|
(0.48
|
)
|
|
|
13,305
|
|
|
|
0.57
|
|
|
|
N/A
|
|
|
|
0.57
|
(f)
|
|
|
3.34
|
|
|
|
53.5
|
|
|
9.33
|
|
|
|
4,069
|
|
|
|
0.64
|
|
|
|
N/A
|
|
|
|
0.64
|
(f)
|
|
|
2.53
|
|
|
|
31.4
|
|
|
(9.20
|
)(c)
|
|
|
1,652
|
|
|
|
0.61
|
(d)
|
|
|
N/A
|
|
|
|
0.66
|
(d),(f)
|
|
|
1.48
|
(d)
|
|
|
48.3
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Calculated based on average shares outstanding
during the period.
|
(b)
|
Period from October 24, 2011, date operations
commenced, through August 31, 2012.
|
(c)
|
Total return amounts have not been annualized.
|
(d)
|
Computed on an annualized basis.
|
(e)
|
Excludes dividends and interest expense on short
sales and short sale fees. See "Operating Policies" in notes to financial statements.
|
(f)
|
Excludes expense reimbursement from Manager.
|
(g)
|
Period from December 30, 2009, date operations
commenced, through August 31, 2010.
|
Financial
Highlights (C
ontinued
)
Principal
Funds, Inc.
|
|
Net Asset Value, Beginning of Period
|
|
Net Investment Income (Loss)(a)
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
Total From Investment Operations
|
|
Dividends from Net Investment Income
|
|
Distributions from Realized Gains
|
|
Total Dividends and Distributions
|
|
Net Asset Value, End of Period
|
|
PREFERRED SECURITIES FUND
|
|
Institutional shares
|
|
2012
|
|
|
$
|
9.78
|
|
|
$
|
0.61
|
|
|
$
|
0.55
|
|
|
$
|
1.16
|
|
|
($
|
0.60
|
)
|
|
($
|
0.03
|
)
|
|
($
|
0.63
|
)
|
|
$
|
10.31
|
|
|
2011
|
|
|
|
9.82
|
|
|
|
0.62
|
|
|
|
0.01
|
|
|
|
0.63
|
|
|
|
(0.61
|
)
|
|
|
(0.06
|
)
|
|
|
(0.67
|
)
|
|
|
9.78
|
|
|
2010(c)
|
|
|
|
8.84
|
|
|
|
0.53
|
|
|
|
0.99
|
|
|
|
1.52
|
|
|
|
(0.54
|
)
|
|
|
—
|
|
|
|
(0.54
|
)
|
|
|
9.82
|
|
|
2009(f)
|
|
|
|
6.66
|
|
|
|
0.61
|
|
|
|
2.17
|
|
|
|
2.78
|
|
|
|
(0.60
|
)
|
|
|
—
|
|
|
|
(0.60
|
)
|
|
|
8.84
|
|
|
2008(f)
|
|
|
|
10.07
|
|
|
|
0.60
|
|
|
|
(3.43
|
)
|
|
|
(2.83
|
)
|
|
|
(0.58
|
)
|
|
|
—
|
|
|
|
(0.58
|
)
|
|
|
6.66
|
|
|
2007(f)
|
|
|
|
10.73
|
|
|
|
0.61
|
|
|
|
(0.63
|
)
|
|
|
(0.02
|
)
|
|
|
(0.64
|
)
|
|
|
—
|
|
|
|
(0.64
|
)
|
|
|
10.07
|
|
|
R-1
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.75
|
|
|
|
0.53
|
|
|
|
0.55
|
|
|
|
1.08
|
|
|
|
(0.52
|
)
|
|
|
(0.03
|
)
|
|
|
(0.55
|
)
|
|
|
10.28
|
|
|
2011
|
|
|
|
9.79
|
|
|
|
0.53
|
|
|
|
0.02
|
|
|
|
0.55
|
|
|
|
(0.53
|
)
|
|
|
(0.06
|
)
|
|
|
(0.59
|
)
|
|
|
9.75
|
|
|
2010(c)
|
|
|
|
8.82
|
|
|
|
0.46
|
|
|
|
0.98
|
|
|
|
1.44
|
|
|
|
(0.47
|
)
|
|
|
—
|
|
|
|
(0.47
|
)
|
|
|
9.79
|
|
|
2009(f)
|
|
|
|
6.65
|
|
|
|
0.54
|
|
|
|
2.17
|
|
|
|
2.71
|
|
|
|
(0.54
|
)
|
|
|
—
|
|
|
|
(0.54
|
)
|
|
|
8.82
|
|
|
2008(f)
|
|
|
|
10.05
|
|
|
|
0.52
|
|
|
|
(3.42
|
)
|
|
|
(2.90
|
)
|
|
|
(0.50
|
)
|
|
|
—
|
|
|
|
(0.50
|
)
|
|
|
6.65
|
|
|
2007(f)
|
|
|
|
10.70
|
|
|
|
0.51
|
|
|
|
(0.62
|
)
|
|
|
(0.11
|
)
|
|
|
(0.54
|
)
|
|
|
—
|
|
|
|
(0.54
|
)
|
|
|
10.05
|
|
|
R-2
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.71
|
|
|
|
0.54
|
|
|
|
0.55
|
|
|
|
1.09
|
|
|
|
(0.53
|
)
|
|
|
(0.03
|
)
|
|
|
(0.56
|
)
|
|
|
10.24
|
|
|
2011
|
|
|
|
9.75
|
|
|
|
0.54
|
|
|
|
0.02
|
|
|
|
0.56
|
|
|
|
(0.54
|
)
|
|
|
(0.06
|
)
|
|
|
(0.60
|
)
|
|
|
9.71
|
|
|
2010(c)
|
|
|
|
8.79
|
|
|
|
0.47
|
|
|
|
0.97
|
|
|
|
1.44
|
|
|
|
(0.48
|
)
|
|
|
—
|
|
|
|
(0.48
|
)
|
|
|
9.75
|
|
|
2009(f)
|
|
|
|
6.62
|
|
|
|
0.55
|
|
|
|
2.17
|
|
|
|
2.72
|
|
|
|
(0.55
|
)
|
|
|
—
|
|
|
|
(0.55
|
)
|
|
|
8.79
|
|
|
2008(f)
|
|
|
|
10.02
|
|
|
|
0.53
|
|
|
|
(3.41
|
)
|
|
|
(2.88
|
)
|
|
|
(0.52
|
)
|
|
|
—
|
|
|
|
(0.52
|
)
|
|
|
6.62
|
|
|
2007(f)
|
|
|
|
10.67
|
|
|
|
0.51
|
|
|
|
(0.61
|
)
|
|
|
(0.10
|
)
|
|
|
(0.55
|
)
|
|
|
—
|
|
|
|
(0.55
|
)
|
|
|
10.02
|
|
|
R-3
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.73
|
|
|
|
0.56
|
|
|
|
0.55
|
|
|
|
1.11
|
|
|
|
(0.55
|
)
|
|
|
(0.03
|
)
|
|
|
(0.58
|
)
|
|
|
10.26
|
|
|
2011
|
|
|
|
9.78
|
|
|
|
0.56
|
|
|
|
0.01
|
|
|
|
0.57
|
|
|
|
(0.56
|
)
|
|
|
(0.06
|
)
|
|
|
(0.62
|
)
|
|
|
9.73
|
|
|
2010(c)
|
|
|
|
8.81
|
|
|
|
0.49
|
|
|
|
0.98
|
|
|
|
1.47
|
|
|
|
(0.50
|
)
|
|
|
—
|
|
|
|
(0.50
|
)
|
|
|
9.78
|
|
|
2009(f)
|
|
|
|
6.63
|
|
|
|
0.57
|
|
|
|
2.17
|
|
|
|
2.74
|
|
|
|
(0.56
|
)
|
|
|
—
|
|
|
|
(0.56
|
)
|
|
|
8.81
|
|
|
2008(f)
|
|
|
|
10.04
|
|
|
|
0.55
|
|
|
|
(3.43
|
)
|
|
|
(2.88
|
)
|
|
|
(0.53
|
)
|
|
|
—
|
|
|
|
(0.53
|
)
|
|
|
6.63
|
|
|
2007(f)
|
|
|
|
10.69
|
|
|
|
0.55
|
|
|
|
(0.63
|
)
|
|
|
(0.08
|
)
|
|
|
(0.57
|
)
|
|
|
—
|
|
|
|
(0.57
|
)
|
|
|
10.04
|
|
|
R-4
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.72
|
|
|
|
0.58
|
|
|
|
0.55
|
|
|
|
1.13
|
|
|
|
(0.57
|
)
|
|
|
(0.03
|
)
|
|
|
(0.60
|
)
|
|
|
10.25
|
|
|
2011
|
|
|
|
9.77
|
|
|
|
0.59
|
|
|
|
—
|
|
|
|
0.59
|
|
|
|
(0.58
|
)
|
|
|
(0.06
|
)
|
|
|
(0.64
|
)
|
|
|
9.72
|
|
|
2010(c)
|
|
|
|
8.80
|
|
|
|
0.50
|
|
|
|
0.98
|
|
|
|
1.48
|
|
|
|
(0.51
|
)
|
|
|
—
|
|
|
|
(0.51
|
)
|
|
|
9.77
|
|
|
2009(f)
|
|
|
|
6.63
|
|
|
|
0.58
|
|
|
|
2.17
|
|
|
|
2.75
|
|
|
|
(0.58
|
)
|
|
|
—
|
|
|
|
(0.58
|
)
|
|
|
8.80
|
|
|
2008(f)
|
|
|
|
10.03
|
|
|
|
0.57
|
|
|
|
(3.42
|
)
|
|
|
(2.85
|
)
|
|
|
(0.55
|
)
|
|
|
—
|
|
|
|
(0.55
|
)
|
|
|
6.63
|
|
|
2007(f)
|
|
|
|
10.70
|
|
|
|
0.56
|
|
|
|
(0.63
|
)
|
|
|
(0.07
|
)
|
|
|
(0.60
|
)
|
|
|
—
|
|
|
|
(0.60
|
)
|
|
|
10.03
|
|
|
R-5
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.75
|
|
|
|
0.59
|
|
|
|
0.55
|
|
|
|
1.14
|
|
|
|
(0.58
|
)
|
|
|
(0.03
|
)
|
|
|
(0.61
|
)
|
|
|
10.28
|
|
|
2011
|
|
|
|
9.79
|
|
|
|
0.60
|
|
|
|
0.01
|
|
|
|
0.61
|
|
|
|
(0.59
|
)
|
|
|
(0.06
|
)
|
|
|
(0.65
|
)
|
|
|
9.75
|
|
|
2010(c)
|
|
|
|
8.81
|
|
|
|
0.49
|
|
|
|
1.01
|
|
|
|
1.50
|
|
|
|
(0.52
|
)
|
|
|
—
|
|
|
|
(0.52
|
)
|
|
|
9.79
|
|
|
2009(f)
|
|
|
|
6.64
|
|
|
|
0.59
|
|
|
|
2.17
|
|
|
|
2.76
|
|
|
|
(0.59
|
)
|
|
|
—
|
|
|
|
(0.59
|
)
|
|
|
8.81
|
|
|
2008(f)
|
|
|
|
10.05
|
|
|
|
0.58
|
|
|
|
(3.43
|
)
|
|
|
(2.85
|
)
|
|
|
(0.56
|
)
|
|
|
—
|
|
|
|
(0.56
|
)
|
|
|
6.64
|
|
|
2007(f)
|
|
|
|
10.71
|
|
|
|
0.57
|
|
|
|
(0.62
|
)
|
|
|
(0.05
|
)
|
|
|
(0.61
|
)
|
|
|
—
|
|
|
|
(0.61
|
)
|
|
|
10.05
|
|
|
SMALLN/AMIDCAP
DIVIDEND INCOME FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
9.30
|
|
|
|
0.40
|
|
|
|
1.21
|
|
|
|
1.61
|
|
|
|
(0.42
|
)
|
|
|
—
|
|
|
|
(0.42
|
)
|
|
|
10.49
|
|
|
2011(g)
|
|
|
|
10.00
|
|
|
|
0.09
|
|
|
|
(0.79
|
)
|
|
|
(0.70
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Highlights (C
ontinued
)
Principal
Funds, Inc.
Total Return
|
|
Net Assets, End of Period (in thousands)
|
|
Ratio of Expenses to Average Net Assets
|
|
Ratio of Gross Expenses to Average Net Assets
|
|
Ratio of Net Investment Income to Average Net
Assets
|
|
Portfolio Turnover Rate
|
|
|
|
12.49
|
%
|
|
$
|
1,754,687
|
|
|
|
0.75
|
%
|
|
|
0.75
|
%(b)
|
|
|
6.25
|
%
|
|
|
22.9
|
%
|
|
6.43
|
|
|
|
1,519,392
|
|
|
|
0.76
|
|
|
|
0.76
|
(b)
|
|
|
6.16
|
|
|
|
16.8
|
|
|
17.67
|
(d)
|
|
|
1,292,939
|
|
|
|
0.75
|
(e)
|
|
|
—
|
|
|
|
6.89
|
(e)
|
|
|
23.4
|
(e)
|
|
44.52
|
|
|
|
1,279,494
|
|
|
|
0.74
|
|
|
|
—
|
|
|
|
8.52
|
|
|
|
26.2
|
|
|
(29.34
|
)
|
|
|
909,039
|
|
|
|
0.74
|
|
|
|
—
|
|
|
|
6.70
|
|
|
|
18.7
|
|
|
(0.26
|
)
|
|
|
712,347
|
|
|
|
0.75
|
|
|
|
—
|
|
|
|
5.80
|
|
|
|
33.9
|
|
|
11.60
|
|
|
|
1,686
|
|
|
|
1.59
|
|
|
|
—
|
|
|
|
5.44
|
|
|
|
22.9
|
|
|
5.56
|
|
|
|
1,328
|
|
|
|
1.60
|
|
|
|
—
|
|
|
|
5.28
|
|
|
|
16.8
|
|
|
16.77
|
(d)
|
|
|
1,458
|
|
|
|
1.60
|
(e)
|
|
|
—
|
|
|
|
6.01
|
(e)
|
|
|
23.4
|
(e)
|
|
43.25
|
|
|
|
1,272
|
|
|
|
1.61
|
|
|
|
—
|
|
|
|
7.44
|
|
|
|
26.2
|
|
|
(29.92
|
)
|
|
|
593
|
|
|
|
1.62
|
|
|
|
—
|
|
|
|
5.83
|
|
|
|
18.7
|
|
|
(1.12
|
)
|
|
|
545
|
|
|
|
1.63
|
|
|
|
—
|
|
|
|
4.86
|
|
|
|
33.9
|
|
|
11.80
|
|
|
|
1,065
|
|
|
|
1.46
|
|
|
|
—
|
|
|
|
5.55
|
|
|
|
22.9
|
|
|
5.72
|
|
|
|
731
|
|
|
|
1.47
|
|
|
|
—
|
|
|
|
5.39
|
|
|
|
16.8
|
|
|
16.86
|
(d)
|
|
|
919
|
|
|
|
1.47
|
(e)
|
|
|
—
|
|
|
|
6.14
|
(e)
|
|
|
23.4
|
(e)
|
|
43.60
|
|
|
|
1,054
|
|
|
|
1.48
|
|
|
|
—
|
|
|
|
7.70
|
|
|
|
26.2
|
|
|
(29.91
|
)
|
|
|
667
|
|
|
|
1.49
|
|
|
|
—
|
|
|
|
5.96
|
|
|
|
18.7
|
|
|
(0.98
|
)
|
|
|
681
|
|
|
|
1.49
|
|
|
|
—
|
|
|
|
5.00
|
|
|
|
33.9
|
|
|
11.96
|
|
|
|
4,161
|
|
|
|
1.28
|
|
|
|
—
|
|
|
|
5.73
|
|
|
|
22.9
|
|
|
5.80
|
|
|
|
3,704
|
|
|
|
1.29
|
|
|
|
—
|
|
|
|
5.59
|
|
|
|
16.8
|
|
|
17.09
|
(d)
|
|
|
1,962
|
|
|
|
1.29
|
(e)
|
|
|
—
|
|
|
|
6.37
|
(e)
|
|
|
23.4
|
(e)
|
|
43.92
|
|
|
|
1,657
|
|
|
|
1.30
|
|
|
|
—
|
|
|
|
8.16
|
|
|
|
26.2
|
|
|
(29.83
|
)
|
|
|
1,518
|
|
|
|
1.31
|
|
|
|
—
|
|
|
|
6.16
|
|
|
|
18.7
|
|
|
(0.78
|
)
|
|
|
1,911
|
|
|
|
1.32
|
|
|
|
—
|
|
|
|
5.23
|
|
|
|
33.9
|
|
|
12.17
|
|
|
|
709
|
|
|
|
1.09
|
|
|
|
—
|
|
|
|
5.98
|
|
|
|
22.9
|
|
|
5.99
|
|
|
|
923
|
|
|
|
1.10
|
|
|
|
—
|
|
|
|
5.85
|
|
|
|
16.8
|
|
|
17.29
|
(d)
|
|
|
2,130
|
|
|
|
1.10
|
(e)
|
|
|
—
|
|
|
|
6.55
|
(e)
|
|
|
23.4
|
(e)
|
|
44.04
|
|
|
|
2,218
|
|
|
|
1.11
|
|
|
|
—
|
|
|
|
8.18
|
|
|
|
26.2
|
|
|
(29.63
|
)
|
|
|
1,710
|
|
|
|
1.12
|
|
|
|
—
|
|
|
|
6.34
|
|
|
|
18.7
|
|
|
(0.77
|
)
|
|
|
234
|
|
|
|
1.12
|
|
|
|
—
|
|
|
|
5.37
|
|
|
|
33.9
|
|
|
12.28
|
|
|
|
2,402
|
|
|
|
0.97
|
|
|
|
—
|
|
|
|
6.00
|
|
|
|
22.9
|
|
|
6.23
|
|
|
|
1,528
|
|
|
|
0.98
|
|
|
|
—
|
|
|
|
5.93
|
|
|
|
16.8
|
|
|
17.46
|
(d)
|
|
|
656
|
|
|
|
0.98
|
(e)
|
|
|
—
|
|
|
|
6.31
|
(e)
|
|
|
23.4
|
(e)
|
|
44.16
|
|
|
|
1,098
|
|
|
|
0.99
|
|
|
|
—
|
|
|
|
7.93
|
|
|
|
26.2
|
|
|
(29.58
|
)
|
|
|
492
|
|
|
|
1.00
|
|
|
|
—
|
|
|
|
6.49
|
|
|
|
18.7
|
|
|
(0.54
|
)
|
|
|
575
|
|
|
|
1.00
|
|
|
|
—
|
|
|
|
5.45
|
|
|
|
33.9
|
|
|
17.87
|
|
|
|
280,303
|
|
|
|
0.84
|
|
|
|
—
|
|
|
|
4.06
|
|
|
|
19.1
|
|
|
(7.00
|
)(d)
|
|
|
212,818
|
|
|
|
0.86
|
(e)
|
|
|
—
|
|
|
|
3.79
|
(e)
|
|
|
43.5
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Calculated based on average shares outstanding
during the period.
|
(b)
|
Excludes expense reimbursement from Manager.
|
(c)
|
Ten months ended August 31, 2010. Effective
in 2010, the fund's fiscal year end was changed from October 31 to August 31.
|
(d)
|
Total return amounts have not been annualized.
|
(e)
|
Computed on an annualized basis.
|
(f)
|
For the period November 1 to October 31 in the year
indicated.
|
(g)
|
Period from June 6, 2011, date operations commenced,
through August 31, 2011.
|
APPENDIX A
Description of Bond Ratings:
Moody’s Investors Service, Inc. Rating Definitions:
Long-Term Obligation Ratings
Moody’s long-term obligation ratings are opinions of the
relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that
a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss
suffered in the event of default.
Aaa:
|
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
|
|
|
Aa:
|
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
|
|
|
A:
|
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
|
|
|
Baa:
|
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
|
|
|
Ba:
|
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
|
|
|
B:
|
Obligations rated B are considered speculative and are subject to high credit risk.
|
|
|
Caa:
|
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
|
|
|
Ca:
|
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
|
|
C:
|
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
|
NOTE: Moody’s appends numerical modifiers, 1, 2, and 3
to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking in the lower
end of that generic rating category.
SHORT-TERM NOTES: The four ratings of Moody’s for short-term
notes are MIG 1, MIG 2, MIG 3, and MIG 4. MIG 1 denotes “best quality, enjoying strong protection from established cash
flows.” MIG 2 denotes “high quality” with “ample margins of protection.” MIG 3 notes are of “favorable
quality...but lacking the undeniable strength of the preceding grades.” MIG 4 notes are of “adequate quality, carrying
specific risk for having protection...and not distinctly or predominantly speculative.”
Description of Moody’s Commercial Paper Ratings:
Moody’s Commercial Paper ratings are opinions of the ability
to repay punctually promissory obligations not having an original maturity in excess of nine months. Moody’s employs the
following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:
Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
Issuers rated Prime-3 (or related supporting institutions) have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime
rating categories.
Description of Standard & Poor’s Corporation’s
Debt Ratings:
A Standard & Poor’s debt rating is a current
assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers, or lessees.
The debt rating is not a recommendation to purchase, sell or
hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.
The ratings are based on current information furnished by the
issuer or obtained by Standard & Poor’s from other sources Standard & Poor’s considers reliable.
Standard & Poor’s does not perform an audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I.
|
Likelihood of default – capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation;
|
|
|
II.
|
Nature of and provisions of the obligation;
|
|
|
III.
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditor’s rights.
|
|
|
AAA:
|
Debt rated “AAA” has the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.
|
|
|
AA:
|
Debt rated “AA” has a very strong capacity to pay interest and repay principal and differs from the highest-rated issues only in small degree.
|
|
|
A:
|
Debt rated “A” has a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
|
|
|
BBB:
|
Debt rated “BBB” is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than for debt in higher-rated categories.
|
|
|
BB, B, CCC, CC:
|
Debt rated "BB," "B," "CCC," and "CC" is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” indicates the lowest degree of speculation and “CC” the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.
|
|
|
C:
|
The rating “C” is reserved for income bonds on which no interest is being paid.
|
|
|
D:
|
Debt rated “D” is in default, and payment of interest and/or repayment of principal is in arrears.
|
Plus (+) or Minus (-): The ratings from “AA” to
“B” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
Provisional Ratings: The letter “p” indicates that
the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the bonds being
rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion
of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment
on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with
respect to such likelihood and risk.
NR:
|
Indicates that no rating has been requested, that there is insufficient information on which to base a rating or that Standard & Poor’s does not rate a particular type of obligation as a matter of policy.
|
Standard & Poor’s, Commercial Paper Ratings
A Standard & Poor’s Commercial Paper Rating is
a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings
are graded into four categories, ranging from “A” for the highest quality obligations to “D” for the lowest.
Ratings are applicable to both taxable and tax-exempt commercial paper. The four categories are as follows:
A:
|
Issues assigned the highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety.
|
|
|
A-1:
|
This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Issues that possess overwhelming safety characteristics will be given a “+” designation.
|
|
|
A-2:
|
Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated “A-1.”
|
|
|
A-3:
|
Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the highest designations.
|
|
|
B:
|
Issues rated “B” are regarded as having only an adequate capacity for timely payment. However, such capacity may be damaged by changing conditions or short-term adversities.
|
|
|
C:
|
This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
|
|
|
D:
|
This rating indicates that the issue is either in default or is expected to be in default upon maturity.
|
The Commercial Paper Rating is not a recommendation to purchase
or sell a security. The ratings are based on current information furnished to Standard & Poor’s by the issuer and
obtained by Standard & Poor’s from other sources it considers reliable. The ratings may be changed, suspended, or
withdrawn as a result of changes in or unavailability of, such information.
Standard & Poor’s rates notes with a maturity
of less than three years as follows:
SP-1
|
A very strong, or strong, capacity to pay principal and interest. Issues that possess overwhelming safety characteristics will be given a “+” designation.
|
|
|
SP-2
|
A satisfactory capacity to pay principal and interest.
|
|
|
SP-3
|
A speculative capacity to pay principal and interest.
|
Fitch, Inc. Long-Term Credit Ratings
Investment Grade
AAA:
|
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
|
|
|
AA:
|
Very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
|
|
|
A:
|
High credit quality. “A” ratings denote low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
|
|
|
BBB:
|
Good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
|
Speculative Grade
BB:
|
Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
|
|
|
B:
|
Highly speculative. ‘B’ ratings indicate that material credit risk is present.
|
|
|
CCC:
|
Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.
|
|
|
CC:
|
Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.
|
|
|
C:
|
Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.
|
Defaulted obligations typically are not assigned ‘D’
ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects
and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying
vulnerability to default and loss.
Recovery Ratings
Recovery Ratings are assigned to selected individual securities
and obligations. These currently are published for most individual obligations of corporate issuers with IDRs in the ‘B’
rating category and below, and for selected structured finance obligations in low speculative grade.
Among the factors that affect recovery rates for securities
are the collateral, the seniority relative to other obligations in the capital structure (where appropriate), and the expected
value of the company or underlying collateral in distress.
The Recovery Rating scale is based upon the expected relative
recovery characteristics of an obligation upon the curing of a default, emergence from insolvency or following the liquidation
or termination of the obligor or its associated collateral. For structured finance, Recovery Ratings are designed to estimate recoveries
on a forward-looking basis while taking into account the time value of money.
Recovery Ratings are an ordinal scale and do not attempt to
precisely predict a given level of recovery. As a guideline in developing the rating assessments, the agency employs broad theoretical
recovery bands in its ratings approach based on historical averages, but actual recoveries for a given security may deviate materially
from historical averages.
RR1:
|
Outstanding recovery prospects given
default.
‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%-100%
of current principal and related interest.
|
|
|
RR2:
|
Superior recovery prospects given default.
‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%-90% of current
principal and related interest.
|
|
|
RR3:
|
Good recovery prospects given default.
‘RR3’
rated securities have characteristics consistent with securities historically recovering 51%-70% of current principal and
related interest.
|
|
|
RR4:
|
Average recovery prospects given default.
‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%-50% of current
principal and related interest.
|
|
|
RR5:
|
Below average recovery prospects given default.
‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%-30% of
current principal and related interest.
|
|
|
RR6:
|
Poor recovery prospects given default.
‘RR6’
rated securities have characteristics consistent with securities historically recovering 0%-10% of current principal and related
interest.
|
Short-Term Credit Ratings
A short-term issuer or obligation rating is based in all cases
on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations
whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months
for corporate, structured and sovereign obligations, and up to 36 months for obligations in US public finance markets.
F1:
|
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
|
|
|
F2:
|
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
|
|
|
F3:
|
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
|
|
|
B:
|
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
|
|
|
C:
|
High short-term default risk. Default is a real possibility.
|
|
|
RD:
|
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
|
|
|
D:
|
Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.
|
APPENDIX B – ADDITIONAL
FUND-SPECIFIC INFORMATION
International Equity Index Fund
THIS FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI
INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED
TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE
PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR
CERTAIN PURPOSES BY PRINCIPAL. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER
OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND
PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS
OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI
WITHOUT REGARD TO THIS FUND OR THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY
OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING,
COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION
OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY
OR THE CONSIDERATION INTO WHICH THIS FUND IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE
ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS
FUND.
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR
USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES
THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON
OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI
PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL
OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
APPENDIX C – RELATED PERFORMANCE OF THE SUB-ADVISOR
Edge Asset Management, Inc. ("Edge") is the sub-advisor
for the Small-MidCap Dividend Income Fund (the "Fund"). The Fund has limited historical performance. Therefore, the
Fund provides you with the following Performance Results table that shows the performance results of Edge's Small Mid-Cap Value
Composite as well as the performance of the Russell 2500 Value Index, a broad-based securities market index comparable to Edge's
composite.
Edge's composite consists of historical information about
all client accounts Edge manages that have investment objectives, policies, and strategies substantially similar to those of the
Fund. The composite is provided to illustrate Edge's past performance in managing accounts with investment objectives and strategies
substantially similar to those of the Fund. The composite does not represent the performance of the Fund. Edge's composite is
provided for time periods during which the Fund did not exist and, therefore, had no performance.
Edge computes its composite performance based upon its asset
weighted average performance with regard to accounts it manages that have investment objectives, policies, and strategies substantially
similar to those of the Fund. Edge’s composite performance results are net of all fees and expenses incurred by any client
account in the composite. If Edge's composite performance results were to be adjusted to reflect the fees and expenses of the
Fund, the composite performance results shown would be lower. Although the Fund and the client accounts comprising the Edge composite
have substantially similar investment objectives, policies, and strategies, you should not assume that the Fund will achieve the
same performance as the composite. For example, the Fund’s future performance may be better or worse than the composite's
performance due to, among other things, differences in sales charges, expenses, asset sizes, and cash flows of the Fund and those
of the client accounts represented in the composite.
The client accounts in Edge’s composite can change
from time-to-time. Some of the accounts included in the Edge composite are not mutual funds registered under the Investment Company
Act of 1940 (“1940 Act”). Those accounts are not subject to investment limitations, diversification requirements,
and other restrictions imposed by the 1940 Act and the Internal Revenue Code. If such requirements were applicable to these accounts,
the performance of the composite shown below may have been lower.
Portions of the information below are based on data supplied
by Edge and from statistical services, reports, or other sources believed by Principal Management Corporation (“Principal”)
to be reliable. However, Principal has not verified or audited such information.
The effect of taxes is not reflected in the composite performance
information below because the effect would depend on each client's tax status.
Current performance of the Edge composite may be lower or
higher than the performance data shown below.
PERFORMANCE RESULTS
|
Average Annual Total Returns
(through September 30, 2012)
|
YTD
|
1
YR
|
3
YR
|
Life
of Fund
|
Small-MidCap Dividend Income Fund
(commenced operations June 6, 2011)
|
|
|
|
|
Institutional
Class Returns Before Taxes
|
12.87%
|
30.54%
|
N/A
|
8.94%
|
Institutional
Class Returns After Taxes on Distributions
|
11.87%
|
29.07%
|
N/A
|
7.77%
|
Institutional
Class Returns After Taxes on Distributions and Sale of Fund Shares
|
8.34%
|
19.99%
|
N/A
|
6.97%
|
Edge
Small Mid-Cap Value Composite*
|
|
|
16.55%
|
|
Russell
2500 Value Index
|
14.47%
|
32.15%
|
13.05%
|
5.63%
|
In the table above, “N/A” means not available
because the Fund didn’t exist at that time.
* The effect of taxes is not reflected in the composite
performance information above because the effect would depend on each client's tax status.
ADDITIONAL INFORMATION
Additional information about the Fund (including the Fund’s
policy regarding the disclosure of portfolio securities) is available in the Statement of Additional Information dated December
28, 2012, which is incorporated by reference into this prospectus. Additional information about the Funds’ investments is
available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find
a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during
the last fiscal year. The Statement of Additional Information and the Fund’s annual and semi-annual reports can be obtained
free of charge by writing Principal Funds, P.O. Box 8024, Boston, MA 02266-8024. In addition, the Fund makes its Statement
of Additional Information and annual and semi-annual reports available, free of charge, on our website www.principal.com. To request
this and other information about the Fund and to make shareholder inquiries, telephone 1-800-222-5852.
Information about the Fund (including the Statement of Additional
Information) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Reports
and other information about the Fund are available on the EDGAR Database on the Commission’s internet site at http:// www.sec.gov.
Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov, or by writing the Commission’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520.
The U.S. government does not insure or guarantee an investment
in any of the Funds.
Shares of the Funds are not deposits or obligations of, or guaranteed
or endorsed by, any financial institution, nor are shares of the Funds federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other agency.
Principal Funds, Inc. SEC File 811-07572
PRINCIPAL
FUNDs, INC. (“PFI”)
Statement of Additional Information
dated December 28, 2012
This Statement of Additional Information (SAI) is not a
prospectus. It contains information in addition to the information in the Fund's prospectuses. These prospectuses, which we may
amend from time to time, contain the basic information you should know before investing in the Fund. You should read this SAI
for the A, C, J, P, R-1, R-2, R-3, R-4, R-5, and Institutional share classes together with the Fund’s prospectuses dated
December 28, 2012 for the A, C, J, P, R-1, R-2, R-3, R-4, R-5, and Institutional share classes.
Incorporation by reference:
The audited financial
statements, schedules of investments and auditor’s report included in the Fund’s Annual Report to Shareholders, for
the fiscal year ended August 31, 2012 are hereby incorporated by reference into and are legally a part of this SAI.
For a free copy of the current prospectus or annual report,
call 1-800-222-5852 or write:
|
For Class J shares:
|
|
Principal Funds
|
|
P.O. Box 55904
|
|
Boston, MA 02205
|
|
|
|
For other share classes:
|
|
Principal Funds
|
|
P.O. Box 8024
|
|
Boston, MA 02266-8024
|
The prospectuses for A, C, Institutional, J, P, R-1, R-2, R-3,
R-4, and R-5 share classes may be viewed at
www.Principal.com
.
Ticker
Symbols
|
|
Share
Classes
|
Fund
|
A
|
C
|
J
|
P
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
Institutional
|
Blue Chip
|
|
|
|
|
|
|
|
|
|
PBCKX
|
Bond Market Index
|
|
|
PBIJX
|
|
PBIMX
|
PBINX
|
PBOIX
|
PBIPX
|
PBIQX
|
PNIIX
|
Diversified Real Asset
|
PRDAX
|
PRDCX
|
|
PRDPX
|
|
|
|
|
|
PDRDX
|
Global Multi-Strategy
|
PMSAX
|
PMSCX
|
|
PMSPX
|
|
|
|
|
|
PSMIX
|
Global Opportunities
|
|
|
|
|
|
|
|
|
|
PGOIX
|
International Equity Index
|
|
|
|
|
PILIX
|
PINEX
|
PIIOX
|
PIIPX
|
PIIQX
|
PIDIX
|
Opportunistic Municipal
|
PMOAX
|
PMODX
|
|
|
|
|
|
|
|
|
Preferred Securities
|
PPSAX
|
PRFCX
|
PPSJX
|
PPSPX
|
PUSAX
|
PPRSX
|
PNARX
|
PQARX
|
PPARX
|
PPSIX
|
Small-MidCap Dividend Income
|
PMDAX
|
PMDDX
|
|
PMDPX
|
|
|
|
|
|
PMDIX
|
TABLE OF
CONTENTS
FUND HISTORY
|
3
|
|
|
DESCRIPTION OF THE FUNDS’ INVESTMENTS
AND RISKS
|
3
|
|
|
Leadership
Structure and Board of Directors
|
33
|
|
|
INVESTMENT ADVISORY AND OTHER SERVICES
|
40
|
|
|
MULTIPLE CLASS STRUCTURE
|
48
|
|
|
INTERMEDIARY COMPENSATION
|
51
|
|
|
BROKERAGE ALLOCATION AND OTHER PRACTICES
|
53
|
|
|
PURCHASE AND REDEMPTION OF SHARES
|
61
|
|
|
PRICING OF FUND SHARES
|
63
|
|
|
TAX CONSIDERATIONS
|
64
|
|
|
PORTFOLIO HOLDINGS DISCLOSURE
|
65
|
|
|
PROXY VOTING POLICIES AND PROCEDURES
|
67
|
|
|
FINANCIAL STATEMENTS
|
67
|
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
67
|
|
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
67
|
|
|
PORTFOLIO MANAGER DISCLOSURE
|
84
|
|
|
APPENDIX A
|
93
|
|
|
APPENDIX B
|
98
|
FUND HISTORY
Principal Funds, Inc. (“the Registrant” or the “Fund”)
was organized as Principal Special Markets Fund, Inc. on January 28, 1993 as a Maryland corporation. The Fund changed its
name to Principal Investors Fund, Inc. effective September 14, 2000. The Fund changed its name to Principal Funds, Inc. effective
June 13, 2008.
On January 12, 2007, the Fund acquired WM Trust I, WM Trust
II, and WM Strategic Asset Management Portfolios, LLC.
Classes offered by each Fund are shown in the table below
.
|
Share
Class
|
Fund
|
A
|
C
|
J
|
P
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
Institutional
|
Blue Chip
|
|
|
|
|
|
|
|
|
|
X
|
Bond Market Index
|
|
|
X
|
|
X
|
X
|
X
|
X
|
X
|
X
|
Diversified Real Asset
|
X
|
X
|
|
X
|
|
|
|
|
|
X
|
Global Multi-Strategy
|
X
|
X
|
|
X
|
|
|
|
|
|
X
|
Global Opportunities
|
|
|
|
|
|
|
|
|
|
X
|
International Equity Index
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
Opportunistic Municipal
|
X
|
X
|
|
|
|
|
|
|
|
|
Preferred Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Small-MidCap Dividend Income
|
X
|
X
|
|
X
|
|
|
|
|
|
X
|
Each class has different expenses. Because of these different
expenses, the investment performance of the classes will vary. For more information, including your eligibility to purchase certain
classes of shares, call Principal Funds at 1-800-222-5852.
Principal Management Corporation (“Principal”) may
recommend to the Board, and the Board may elect, to close certain funds to new investors or close certain funds to new and existing
investors. Principal may make such a recommendation when a fund approaches a size where additional investments in the fund have
the potential to adversely impact fund performance and make it increasingly difficult to keep the fund fully invested in a manner
consistent with its investment objective. Principal may also recommend to the Board, and the Board may elect, to close certain
share classes to new or new and existing investors.
DESCRIPTION OF THE FUNDS’
INVESTMENTS AND RISKS
The Fund is a registered, open-end management investment company,
commonly called a mutual fund. The Fund consists of multiple investment portfolios which are referred to as “Funds.”
Each portfolio operates for many purposes as if it were an independent mutual fund. Each portfolio has its own investment objective,
strategy, and management team. Each of the Funds is diversified except the Global Multi-Strategy Fund, which is non-diversified.
Fund Policies
The investment objectives, investment strategies and the principal
risks of each Fund are described in the Prospectus. This Statement of Additional Information contains supplemental information
about those strategies and risks and the types of securities the Sub-Advisor can select for each Fund. Additional information is
also provided about the strategies that the Fund may use to try to achieve its objective.
The composition of each Fund and the techniques and strategies
that the Sub-Advisor may use in selecting securities will vary over time. A Fund is not required to use all of the investment techniques
and strategies available to it in seeking its goals.
Unless otherwise indicated, with the exception of the percentage
limitations on borrowing, the restrictions apply at the time transactions are entered into. Accordingly, any later increase or
decrease beyond the specified limitation, resulting from market fluctuations or in a rating by a rating service, does not require
elimination of any security from the portfolio.
The investment objective of each Fund and, except as
described below as "Fundamental Restrictions," the investment strategies described in this Statement of Additional
Information and the prospectuses are not fundamental and may be changed by the Board of Directors without shareholder
approval. The Fundamental Restrictions may not be changed without a vote of a majority
of the outstanding voting securities of the affected
Fund. The Investment Company Act of 1940, as amended, ("1940 Act")
provides that "a vote of a majority of the outstanding voting securities" of a Fund means the affirmative vote of the
lesser of 1) more than 50% of the outstanding shares or 2) 67% or more of the shares present at a meeting if more than 50% of the
outstanding Fund shares are represented at the meeting in person or by proxy. Each share has one vote, with fractional shares voting
proportionately. Shares of all classes of a Fund will vote together as a single class except when otherwise required by law or
as determined by the Board of Directors.
With the exception of the diversification test required by the
Internal Revenue Code, the Funds will not consider collateral held in connection with securities lending activities when applying
any of the following fundamental restrictions or any other investment restriction set forth in each Fund's prospectus or Statement
of Additional Information.
Blue Chip, Bond Market Index, Diversified Real Asset, Global
Multi-Strategy, Global Opportunities, International Equity Index, Opportunistic Municipal, Preferred Securities, and Small-MidCap
Dividend Income Funds.
Fundamental Restrictions
Each of the following numbered restrictions for the above-listed
Funds is a matter of fundamental policy and may not be changed without shareholder approval. Each:
|
1)
|
Fund may not issue senior securities, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise
permitted by regulatory authority having jurisdiction, from time to time.
|
|
2)
|
Fund may not purchase or sell commodities, except as permitted under the 1940 Act, as amended, and as interpreted, modified
or otherwise permitted by regulatory authority having jurisdiction, from time to time.
|
|
3)
|
Fund may not purchase or sell real estate, which term does not include securities of companies which deal in real estate or
mortgages or investments secured by real estate or interests therein, except that each Fund reserves freedom of action to hold
and to sell real estate acquired as a result of the Fund’s ownership of securities.
|
|
4)
|
Fund may not borrow money, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted
by regulatory authority having jurisdiction, from time to time.
|
|
5)
|
Fund may not make loans except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted
by regulatory authority having jurisdiction, from time to time.
|
|
6)
|
Fund, except the Global Multi-Strategy Fund, has elected to be treated as a “diversified” investment company, as
that term is used in the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having
jurisdiction, from time to time.
|
|
7)
|
Fund may not concentrate, as that term is used in the 1940 Act, its investments in a particular industry, except as permitted
under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction,
from time to time. This restriction does not apply to the Diversified Real Asset or Preferred Securities Funds (the restriction
applies to the Bond Market Index and International Equity Index Funds except to the extent that the related Index is also so concentrated).
|
|
8)
|
Fund may not act as an underwriter of securities, except to the extent that the Fund may be deemed to be an underwriter in
connection with the sale of securities held in its portfolio.
|
Non-Fundamental Restrictions
Each of these Funds has also adopted the following restrictions
that are not fundamental policies and may be changed without shareholder approval. It is contrary to each Fund's present policy
to:
|
1)
|
Invest more than 15% of its net assets in illiquid securities and in repurchase agreements maturing in more than seven days
except to the extent permitted by applicable law.
|
|
2)
|
Pledge, mortgage, or hypothecate its assets, except to secure permitted borrowings. The deposit of underlying securities and
other assets in escrow and other collateral arrangements in connection with transactions in put or call options, futures contracts,
options on futures contracts, and over-the-counter swap contracts are not deemed to be pledges or other encumbrances.
|
|
3)
|
Invest in companies for the purpose of exercising control or management.
|
|
4)
|
Invest more than 25% (35% for Preferred Securities Fund) of
its assets in foreign securities, except that the International Equity
Index, Diversified Real Asset, Global Multi-Strategy, and Global Opportunities
Funds may invest up to 100% of their assets in foreign securities;
the Bond Market Index Fund may invest in foreign securities to the
extent that the relevant index is so invested; and the Opportunistic
Municipal Fund may not invest in foreign securities.
|
|
5)
|
Invest more than 5% of its total assets in real estate limited partnership interests (except the Diversified Real Asset and
Global Multi-Strategy Funds).
|
|
6)
|
Acquire securities of other investment companies in reliance on Section 12(d)(1)(F) or (G) of the 1940 Act, invest more than
10% of its total assets in securities of other investment companies, invest more than 5% of its total assets in the securities
of any one investment company, or acquire more than 3% of the outstanding voting securities of any one investment company except
in connection with a merger, consolidation, or plan of reorganization and except as permitted by the 1940 Act, SEC rules adopted
under the 1940 Act or exemptions granted by the Securities and Exchange Commission. The Fund may purchase securities of closed-end
investment companies in the open market where no underwriter or dealer’s commission or profit, other than a customary broker’s
commission, is involved.
|
Each Fund (except the Diversified Real Asset Fund, Global
Multi-Strategy Fund, and Global Opportunities Fund) has also adopted the non-fundamental policy (except the Opportunistic Municipal
Fund, which has adopted a fundamental policy), pursuant to SEC Rule 35d-1, which requires it, under normal circumstances, to invest
at least 80% of its net assets, plus any borrowings for investment purposes, in the type of securities, industry or geographic
region (as described in the prospectus) as suggested by the name of the Fund. This policy applies at the time of purchase. The
Fund will provide 60 days’ notice to shareholders prior to implementing a change in this policy for the Fund. For purposes
of this non-fundamental restriction, the Fund tests market capitalization ranges monthly.
Investment Strategies and Risks
Senior Securities
Under the 1940 Act, a fund that borrows money is required
to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of
300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the fund’s total assets made for temporary
or emergency purposes. Pursuant to SEC staff interpretations of the Act, a fund that purchases securities or makes other investments
that have a leveraging effect on the fund (for example, reverse repurchase agreements) must segregate assets to render them not
available for sale or other disposition in an amount equal to the amount the fund owes pursuant to the terms of the security or
other investment.
Commodities
Under the 1940 Act, a fund's registration statement must
recite the fund's policy with regard to investing in commodities. Pursuant to a claim for exclusion filed with the Commodity
Futures Trading Commission (“CFTC”) on behalf of the Funds, neither PFI nor any of its individual Funds is deemed
to be a “commodity pool” or “commodity pool operator” under the Commodity Exchange Act (“CEA”),
and they are therefore not subject to registration or regulation under the CEA. The Commodity Futures Trading Commission
recently amended rule 4.5 “Exclusion for certain otherwise regulated persons from the definition of the term “commodity
pool operator.” Rule 4.5 provides that a mutual fund does not meet the definition of “commodity pool operator”
if its use of futures contracts, options on futures contracts and swaps is sufficiently limited that the fund can fall within
one of two exclusions set out in rule 4.5. The Funds intend to limit their use of futures contracts, options on futures contracts
and swaps to the degree necessary to fall within one of the two exclusions. If any Fund is unable to do so, it may incur expenses
that are necessary to comply with the Commodity Exchange Act and rules the Commodity Futures Trading Commission has adopted under
it.
Borrowing
If a Fund invests the proceeds of borrowing, borrowing will
tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a fund’s portfolio.
If a Fund invests the proceeds of borrowing, money borrowed will be subject to interest costs that may or may not be recovered
by earnings on the securities purchased. A fund also may be required to maintain minimum average balances in connection with a
borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost
of borrowing over the stated interest rate.
The 1940 Act limits a fund’s ability to borrow money.
For example, a fund may not borrow money, except that a fund may borrow for temporary or emergency purposes (not for leveraging
or investment) in an amount not exceeding 33⅓% of the fund’s total assets (including the amount borrowed) less liabilities
(other than borrowings).
Industry Concentration
“Concentration” means a fund invests more than
25% of its net assets in a particular industry or group of industries. To monitor compliance with the policy regarding industry
concentration, the Funds may use the industry classifications provided by Bloomberg, L.P., the Morgan Stanley Capital International/Standard
& Poor's Global Industry Classification Standard (GICS), the Directory of Companies Filing Annual Reports with the Securities
and Exchange Commission or any other reasonable industry classification system. The Funds interpret their policy with respect
to concentration in a particular industry to apply only to direct investments in the securities of issuers in a particular industry.
For purposes of this restriction, government securities such as treasury securities or mortgage-backed securities that are issued
or guaranteed by the U.S. government, its agencies or instrumentalities are not subject to the Funds' industry concentration restrictions.
The Funds view their investments in privately issued mortgage-related securities, asset-backed securities or municipal securities
as not representing interests in any particular industry or group of industries.
Restricted Securities
Generally, restricted securities are not readily marketable
because they are subject to legal or contractual restrictions upon resale. They may be sold only in a public offering for which
a registration statement has been filed and declared effective or in a transaction that is exempt from the registration requirements
of the Securities Act of 1933. When registration is required, a Fund that owns restricted securities may be obligated to pay all
or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time
the Fund may be permitted to sell a restricted security. If adverse market conditions were to develop during such a period, the
Fund might obtain a less favorable price than existed when it decided to sell. Restricted securities and other securities not readily
marketable are priced at fair value as determined in good faith by or under the direction of the Directors.
Each of the Funds has adopted investment restrictions that limit
its investments in restricted securities or other illiquid securities to no more than 15% of its net assets. The Directors have
adopted procedures to determine the liquidity of Rule 4(2) short-term paper and of restricted securities that may be resold under
Rule 144A. Securities determined to be liquid under these procedures are excluded from the preceding investment restriction.
Foreign Securities
Foreign companies may not be subject to the same uniform accounting,
auditing, and financial reporting practices as are required of U.S. companies. In addition, there may be less publicly available
information about a foreign company than about a U.S. company. Securities of many foreign companies are less liquid and more volatile
than securities of comparable U.S. companies. Commissions on foreign securities exchanges may be generally higher than those on
U.S. exchanges.
Foreign markets also have different clearance and settlement
procedures than those in U.S. markets. In certain markets there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct these transactions. Delays in settlement could result
in temporary periods when a portion of a Fund's assets is not invested and is earning no return. If a Fund is unable to make intended
security purchases due to settlement problems, the Fund may miss attractive investment opportunities. In addition, a Fund may incur
a loss as a result of a decline in the value of its portfolio if it is unable to sell a security.
With respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political, or social instability, or diplomatic developments that could affect a Fund's
investments in those countries. In addition, a Fund may also suffer losses due to nationalization, expropriation, or differing
accounting practices and treatments.
Investments in foreign securities are subject to laws of the
foreign country that may limit the amount and types of foreign investments. Changes of governments or of economic or monetary policies,
in the U.S. or abroad, changes in dealings between nations, currency convertibility, or exchange rates could result in investment
losses for a Fund. Finally, even though certain currencies may be convertible into U.S. dollars, the conversion rates may be artificial
relative to the actual market values and may be unfavorable to a Fund's investors.
Foreign securities are often traded with less frequency and
volume, and therefore may have greater price volatility, than is the case with many U.S. securities. Brokerage commissions, custodial
services, and other costs relating to investment in foreign countries are generally more expensive than in the U.S. Though the
Funds intend to acquire the securities of foreign issuers where there are public trading markets, economic or political turmoil
in a country in
which a Fund has a significant portion of its assets or deterioration
of the relationship between the U.S. and a foreign country may negatively impact the liquidity of a Fund's portfolio. The Fund
may have difficulty meeting a large number of redemption requests. Furthermore, there may be difficulties in obtaining or enforcing
judgments against foreign issuers.
Investments in companies of developing (also called “emerging”)
countries are subject to higher risks than investments in companies in more developed countries.
These risks include:
|
·
|
increased social, political, and economic instability;
|
|
·
|
a smaller market for these securities and low or nonexistent volume of trading that results in a lack of liquidity and in greater
price volatility;
|
|
·
|
lack of publicly available information, including reports of payments of dividends or interest on outstanding securities;
|
|
·
|
foreign government policies that may restrict opportunities, including restrictions on investment in issuers or industries
deemed sensitive to national interests;
|
|
·
|
relatively new capital market structure or market-oriented economy;
|
|
·
|
the possibility that recent favorable economic developments may be slowed or reversed by unanticipated political or social
events in these countries;
|
|
·
|
restrictions that may make it difficult or impossible for the fund to vote proxies, exercise shareholder rights, pursue legal
remedies, and obtain judgments in foreign courts; and
|
|
·
|
possible losses through the holding of securities in domestic and foreign custodial banks and depositories.
|
In addition, many developing countries have experienced substantial
and, in some periods, extremely high rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have
had and may continue to have negative effects on the economies and securities markets of those countries.
Repatriation of investment income, capital and proceeds of sales
by foreign investors may require governmental registration and/or approval in some developing countries. A Fund could be adversely
affected by delays in or a refusal to grant any required governmental registration or approval for repatriation.
Further, the economies of developing countries generally are
heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers,
exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the
countries with which they trade.
Depositary Receipts
Depositary Receipts are generally subject to the same sort of
risks as direct investments in a foreign country, such as, currency risk, political and economic risk, and market risk, because
their values depend on the performance of a foreign security denominated in its home currency.
The Funds that may invest in foreign securities may invest in:
|
·
|
American Depositary Receipts ("ADRs") - receipts issued by an American bank or trust company evidencing ownership
of underlying securities issued by a foreign issuer. They are designed for use in U.S. securities markets.
|
|
·
|
European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs") - receipts typically issued
by a foreign financial institution to evidence an arrangement similar to that of ADRs.
|
Depositary Receipts may be issued by sponsored or unsponsored
programs. In sponsored programs, an issuer has made arrangements to have its securities traded in the form of Depositary Receipts.
In unsponsored programs, the issuer may not be directly involved in the creation of the program. Although regulatory requirements
with respect to sponsored and unsponsored programs are generally similar, in some cases it may be easier to obtain financial information
from an issuer that has participated in the creation of a sponsored program. Accordingly, there may be less information available
regarding issuers of securities of underlying unsponsored programs, and there may not be a correlation between the availability
of such information and the market value of the Depositary Receipts.
Securities of Smaller Companies
The Funds may invest in securities of companies with small-
or mid-sized market capitalizations. Market capitalization is defined as total current market value of a company's outstanding
common stock. Investments in companies with smaller market capitalizations may involve greater risks and price volatility (wide,
rapid fluctuations) than investments in larger, more mature companies. Smaller companies may be less mature than older companies.
At this earlier stage of development, the companies may have limited product lines, reduced market liquidity for their
shares, limited financial resources or less depth in management
than larger or more established companies. Small companies also may be less significant within their industries and may be at a
competitive disadvantage relative to their larger competitors. While smaller companies may be subject to these additional risks,
they may also realize more substantial growth than larger or more established companies. Small company stocks may decline in price
as large company stocks rise, or rise in price while larger company stocks decline. Investors should therefore expect the net asset
value of the Fund that invests a substantial portion of its assets in small company stocks may be more volatile than the shares
of a Fund that invests solely in larger company stocks.
Unseasoned Issuers
The Funds may invest in the securities of unseasoned issuers.
Unseasoned issuers are companies with a record of less than three years continuous operation, including the operation of predecessors
and parents. Unseasoned issuers by their nature have only a limited operating history that can be used for evaluating the companies'
growth prospects. As a result, investment decisions for these securities may place a greater emphasis on current or planned product
lines and the reputation and experience of the company's management and less emphasis on fundamental valuation factors than would
be the case for more mature growth companies. In addition, many unseasoned issuers also may be small companies and involve the
risks and price volatility associated with smaller companies.
Convertible Securities
A convertible security is a bond, debenture, note, preferred
stock, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different
issuer. A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible
debt or preferred securities, as applicable. Convertible securities rank senior to common stock in a corporation’s capital
structure and, therefore, generally entail less risk than the corporation’s common stock, although the extent to which such
risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income
security. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer’s
convertible securities entail more risk than its debt obligations. Convertible securities generally offer lower interest or dividend
yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. In addition,
convertible securities are often lower-rated securities.
Because of the conversion feature, the price of the convertible
security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to
risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible
security may tend to cushion the security against declines in the price of the underlying asset. However, the income component
of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer.
If the "conversion value" of a convertible security
increases to a point that approximates or exceeds its "investment value," the value of the security will be principally
influenced by its conversion value. If the conversion value of a convertible security increases to a point that approximates or
exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security
will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common
stock while holding an income-producing security.
A convertible security may be subject to redemption at the option
of the issuer at a predetermined price. If a convertible security held by a fund is called for redemption, the fund would be required
to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to
a third party, which may have an adverse effect on the fund’s ability to achieve its investment objective.
Synthetic Convertibles
A “synthetic” convertible security may be created
by combining separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an
income-producing security (“income-producing component”) and the right to acquire an equity security (“convertible
component”). The income-producing component is achieved by investing in non-convertible, income-producing securities such
as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The convertible component
is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price,
or options on a stock index. Unlike a traditional convertible security, which is a single security having a single market value,
a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the “market
value” of a synthetic convertible security is the sum of the values of its income-
producing component and its convertible component. For this
reason, the values of a synthetic convertible security and a traditional convertible security may respond differently to market
fluctuations.
More flexibility is possible in the assembly of a synthetic
convertible security than in the purchase of a convertible security. Although synthetic convertible securities may be selected
where the two components are issued by a single issuer, thus making the synthetic convertible security similar to the traditional
convertible security, the character of a synthetic convertible security allows the combination of components representing distinct
issuers, when such a combination may better achieve a fund’s investment objective. A synthetic convertible security also
is a more flexible investment in that its two components may be purchased separately. For example, a fund may purchase a warrant
for inclusion in a synthetic convertible security but temporarily hold short-term investments while postponing the purchase of
a corresponding bond pending development of more favorable market conditions.
A holder of a synthetic convertible security faces the risk
of a decline in the price of the security or the level of the index involved in the convertible component, causing a decline in
the value of the security or instrument, such as a call option or warrant, purchased to create the synthetic convertible security.
Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount
paid for the call option or warrant would be lost. Because a synthetic convertible security includes the income-producing component
as well, the holder of a synthetic convertible security also faces the risk that interest rates will rise, causing a decline in
the value of the income-producing instrument.
A fund also may purchase synthetic convertible securities created
by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked to
equity, and are typically issued by investment banks. Convertible structured notes have the attributes of a convertible security;
however, the investment bank that issues the convertible note, rather than the issuer of the underlying common stock into which
the note is convertible, assumes credit risk associated with the underlying investment, and the fund in turn assumes credit risk
associated with the convertible note.
Spread Transactions, Options on Securities and Securities
Indices, and Futures Contracts and Options on Futures Contracts
The Funds may each engage in the practices described under this
heading.
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Spread Transactions. Each Fund may engage in spread trades, which typically represent a simultaneous purchase and sale of two
different contracts designed to capture the change in the relationship in price between the two contracts. Spread transactions
are typically accompanied by lower margin requirements and lower volatility than an outright purchase. Each Fund may purchase spread
options. The purchase of a covered spread option gives the Fund the right to put, or sell, a security that it owns at a fixed dollar
spread or fixed yield spread in relationship to another security that the Fund does not own, but which is used as a benchmark.
The risk to the Fund in purchasing covered spread options is the cost of the premium paid for the spread option and any transaction
costs. In addition, there is no assurance that closing transactions will be available. The security covering the spread option
is maintained in segregated accounts either with the Fund's custodian or on the Fund's records. The Funds do not consider a security
covered by a spread option to be "pledged" as that term is used in the Fund's policy limiting the pledging or mortgaging
of assets. The purchase of spread options can be used to protect each Fund against adverse changes in prevailing credit quality
spreads, i.e., the yield spread between high quality and lower quality securities.
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Options on Securities and Securities Indices. Each Fund may write (sell) and purchase call and put options on securities in
which it invests and on securities indices based on securities in which the Fund invests. The Funds may engage in these transactions
to hedge against a decline in the value of securities owned or an increase in the price of securities which the Fund plans to purchase,
or to generate additional revenue.
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The Funds may purchase or write both exchange-traded
and over-the-counter (“OTC”) options. OTC options differ from exchange-traded options in that they are two-party contracts,
with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded
options. An OTC option (an option not traded on an established exchange) may be closed out only by agreement with the other party
to the original option transaction. With OTC options, a Fund is at risk that the other party to the transaction will default on
its obligations or will not permit the Fund to terminate the transaction before its scheduled maturity. While a Fund will seek
to enter into OTC options only with dealers who agree to or are expected to be capable of entering into closing transactions with
a Fund, there can be no assurance that a Fund will be able to liquidate an OTC option at a favorable price at any time prior to
its expiration. OTC options are not subject to the protections afforded purchasers of listed options by the Options Clearing Corporation
or other
clearing organizations. An exchange-traded option
may be closed out only on an exchange that generally provides a liquid secondary market for an option of the same series. If a
liquid secondary market for an exchange-traded option does not exist, it might not be possible to effect a closing transaction
with respect to a particular option, with the result that a Fund would have to exercise the option in order to consummate the transaction.
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Writing Covered Call and Put Options. When a Fund writes a call option, it gives the purchaser of the option the right to buy
a specific security at a specified price at any time before the option expires. When a Fund writes a put option, it gives the purchaser
of the option the right to sell to the Fund a specific security at a specified price at any time before the option expires. In
both situations, the Fund receives a premium from the purchaser of the option.
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The premium received by a Fund reflects, among other
factors, the current market price of the underlying security, the relationship of the exercise price to the market price, the time
period until the expiration of the option and interest rates. The premium generates additional income for the Fund if the option
expires unexercised or is closed out at a profit. By writing a call, a Fund limits its opportunity to profit from any increase
in the market value of the underlying security above the exercise price of the option, but it retains the risk of loss if the price
of the security should decline. By writing a put, a Fund assumes the risk that it may have to purchase the underlying security
at a price that may be higher than its market value at time of exercise.
The Funds write only covered options and comply with
applicable regulatory and exchange cover requirements. The Funds usually own the underlying security covered by any outstanding
call option. With respect to an outstanding put option, each Fund deposits and maintains with its custodian or segregates on the
Fund's records, cash, or other liquid assets with a value at least equal to the exercise price of the option.
Once a Fund has written an option, it may terminate
its obligation before the option is exercised. The Fund executes a closing transaction by purchasing an option of the same series
as the option previously written. The Fund has a gain or loss depending on whether the premium received when the option was written
exceeds the closing purchase price plus related transaction costs.
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Purchasing Call and Put Options. When a Fund purchases a call option, it receives, in return for the premium it pays, the right
to buy from the writer of the option the underlying security at a specified price at any time before the option expires. A Fund
purchases call options in anticipation of an increase in the market value of securities that it intends ultimately to buy. During
the life of the call option, the Fund is able to buy the underlying security at the exercise price regardless of any increase in
the market price of the underlying security. In order for a call option to result in a gain, the market price of the underlying
security must exceed the sum of the exercise price, the premium paid, and transaction costs.
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When a Fund purchases a put option, it receives,
in return for the premium it pays, the right to sell to the writer of the option the underlying security at a specified price at
any time before the option expires. A Fund purchases put options in anticipation of a decline in the market value of the underlying
security. During the life of the put option, the Fund is able to sell the underlying security at the exercise price regardless
of any decline in the market price of the underlying security. In order for a put option to result in a gain, the market price
of the underlying security must decline, during the option period, below the exercise price enough to cover the premium and transaction
costs.
Once a Fund purchases an option, it may close out
its position by selling an option of the same series as the option previously purchased. The Fund has a gain or loss depending
on whether the closing sale price exceeds the initial purchase price plus related transaction costs.
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Options on Securities Indices. Each Fund may purchase and sell put and call options on any securities index based on securities
in which the Fund may invest. Securities index options are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security. Options on securities indices are similar to options
on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase
or sale of securities. The Funds engage in transactions in put and call options on securities indices for the same purposes as
they engage in transactions in options on securities. When a Fund writes call options on securities indices, it holds in its portfolio
underlying securities which, in the judgment of the Sub-Advisor, correlate closely with the securities index and which have a value
at least equal to the aggregate amount of the securities index options.
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Index Warrants. Funds may purchase put warrants and call warrants whose values vary depending on the change in the value of
one or more specified securities indices (“index warrants”). Index warrants are generally issued by banks or other
financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the
warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise. In general, if the value
of the underlying index rises above the exercise price of the index warrant, the holder of a call warrant will be entitled to receive
a cash payment from the issuer upon exercise based on the difference between the value of the index and the exercise price of the
warrant; if the value of the underlying index falls, the holder of a put warrant will be entitled to receive a cash payment from
the issuer upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder
of a warrant would not be entitled to any payments from the issuer at a time when, in the case of a call warrant, the exercise
price is more than the value of the underlying index, or in the case of a put warrant, the exercise price is less than the value
of the underlying index. If a Fund were not to exercise an index warrant prior to its expiration, then a Fund would lose the amount
of the purchase price paid by it for the warrant. A Fund will normally use index warrants in a manner similar to its use of options
on securities indices.
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Risks Associated with Option Transactions. An option position may be closed out only on an exchange that provides a secondary
market for an option of the same series. The Funds generally purchase or write only those options for which there appears to be
an active secondary market. However, there is no assurance that a liquid secondary market on an exchange exists for any particular
option, or at any particular time. If a Fund is unable to effect closing sale transactions in options it has purchased, it has
to exercise its options in order to realize any profit and may incur transaction costs upon the purchase or sale of underlying
securities. If a Fund is unable to effect a closing purchase transaction for a covered option that it has written, it is not able
to sell the underlying securities, or dispose of the assets held in a segregated account, until the option expires or is exercised.
A Fund's ability to terminate option positions established in the over-the-counter market may be more limited than for exchange-traded
options and may also involve the risk that broker-dealers participating in such transactions might fail to meet their obligations.
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Futures Contracts
and Options on Futures
Contracts. Each Fund
may purchase and sell
futures contracts of
many types, including
for example, futures
contracts covering indexes,
financial instruments,
and foreign currencies.
Each Fund may purchase
and sell financial futures
contracts and options
on those contracts.
Financial futures contracts
are commodities contracts
based on financial instruments
such as U.S. Treasury
bonds or bills or on
securities indices such
as the S&P 500 Index.
Futures contracts, options
on futures contracts,
and the commodity exchanges
on which they are traded
are regulated by the
Commodity Futures Trading
Commission. Through
the purchase and sale
of futures contracts
and related options,
a Fund may seek to hedge
against a decline in
the value of securities
owned by the Fund or
an increase in the price
of securities that the
Fund plans to purchase.
Each Fund may also purchase
and sell futures contracts
and related options
to maintain cash reserves
while simulating full
investment in securities
and to keep substantially
all of its assets exposed
to the market. Each
Fund may enter into
futures contracts and
related options transactions
both for hedging and
non-hedging purposes.
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Futures Contracts. A Fund may purchase or sell a futures contract to gain exposure to a particular market asset without directly
purchasing that asset. When a Fund sells a futures contract based on a financial instrument, the Fund is obligated to deliver that
kind of instrument at a specified future time for a specified price. When a Fund purchases that kind of contract, it is obligated
to take delivery of the instrument at a specified time and to pay the specified price. In most instances, these contracts are closed
out by entering into an offsetting transaction before the settlement date. The Fund realizes a gain or loss depending on whether
the price of an offsetting purchase plus transaction costs are less or more than the price of the initial sale or on whether the
price of an offsetting sale is more or less than the price of the initial purchase plus transaction costs. Although the Funds usually
liquidate futures contracts on financial instruments, by entering into an offsetting transaction before the settlement date, they
may make or take delivery of the underlying securities when it appears economically advantageous to do so.
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A futures contract based on a securities index provides
for the purchase or sale of a group of securities at a specified future time for a specified price. These contracts do not require
actual delivery of securities but result in a cash settlement. The amount of the settlement is based on the difference in value
of the index between the time the contract was entered into and the time it is liquidated (at its expiration or earlier if it is
closed out by entering into an offsetting transaction).
When a Fund purchases or sells a futures contract,
it pays a commission to the futures commission merchant through which the Fund executes the transaction. When entering into a futures
transaction, the Fund does not pay the execution price, as it does when it purchases a security, or a premium, as it does when
it purchases an option. Instead, the Fund deposits an amount of cash or other liquid assets (generally about 5% of the futures
contract amount) with its futures commission merchant. This amount is known as "initial margin." In contrast to the use
of margin account to purchase securities, the Fund's deposit of initial margin does not constitute the borrowing of money to finance
the transaction in the futures contract. The initial margin represents a good faith deposit that helps assure the Fund's performance
of the transaction. The futures commission merchant returns the initial margin to the Fund upon termination of the futures contract
if the Fund has satisfied all its contractual obligations.
Subsequent payments to and from the futures commission
merchant, known as "variation margin," are required to be made on a daily basis as the price of the futures contract
fluctuates, a process known as "marking to market." The fluctuations make the long or short positions in the futures
contract more or less valuable. If the position is closed out by taking an opposite position prior to the settlement date of the
futures contract, a final determination of variation margin is made. Any additional cash is required to be paid to or released
by the broker and the Fund realizes a loss or gain.
In using futures contracts, the Fund may seek to
establish more certainly, than would otherwise be possible, the effective price of or rate of return on portfolio securities or
securities that the Fund proposes to acquire. A Fund, for example, sells futures contracts in anticipation of a rise in interest
rates that would cause a decline in the value of its debt investments. When this kind of hedging is successful, the futures contract
increases in value when the Fund's debt securities decline in value and thereby keeps the Fund's net asset value from declining
as much as it otherwise would. A Fund may also sell futures contracts on securities indices in anticipation of or during a stock
market decline in an endeavor to offset a decrease in the market value of its equity investments. When a Fund is not fully invested
and anticipates an increase in the cost of securities it intends to purchase, it may purchase financial futures contracts. When
increases in the prices of equities are expected, a Fund may purchase futures contracts on securities indices in order to gain
rapid market exposure that may partially or entirely offset increases in the cost of the equity securities it intends to purchase.
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Options on Futures Contracts. The Funds may also purchase and write call and put options on futures contracts. A call option
on a futures contract gives the purchaser the right, in return for the premium paid, to purchase a futures contract (assume a long
position) at a specified exercise price at any time before the option expires. A put option gives the purchaser the right, in return
for the premium paid, to sell a futures contract (assume a short position), for a specified exercise price, at any time before
the option expires.
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Upon the exercise of a call, the writer of the option
is obligated to sell the futures contract (to deliver a long position to the option holder) at the option exercise price, which
will presumably be lower than the current market price of the contract in the futures market. Upon exercise of a put, the writer
of the option is obligated to purchase the futures contract (deliver a short position to the option holder) at the option exercise
price, which will presumably be higher than the current market price of the contract in the futures market. However, as with the
trading of futures, most options are closed out prior to their expiration by the purchase or sale of an offsetting option at a
market price that reflects an increase or a decrease from the premium originally paid. Options on futures can be used to hedge
substantially the same risks addressed by the direct purchase or sale of the underlying futures contracts. For example, if a Fund
anticipates a rise in interest rates and a decline in the market value of the debt securities in its portfolio, it might purchase
put options or write call options on futures contracts instead of selling futures contracts.
If a Fund purchases an option on a futures contract,
it may obtain benefits similar to those that would result if it held the futures position itself. But in contrast to a futures
transaction, the purchase of an option involves the payment of a premium in addition to transaction costs. In the event of an adverse
market movement, however, the Fund is not subject to a risk of loss on the option transaction beyond the price of the premium it
paid plus its transaction costs.
When a Fund writes an option on a futures contract,
the premium paid by the purchaser is deposited with the Fund's custodian. The Fund must maintain with its futures commission merchant
all or a portion of the initial margin requirement on the underlying futures contract. It assumes a risk of adverse movement in
the price of the underlying futures contract comparable to that involved in holding a futures position. Subsequent payments to
and from the futures commission merchant, similar to variation margin payments, are made as the premium and the initial margin
requirements are marked to market daily. The premium may partially offset an unfavorable change in the value of portfolio securities,
if the option is not exercised, or it may reduce the amount of any loss incurred by the Fund if the option is exercised.
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Risks Associated with Futures Transactions. There are a number of risks associated with transactions in futures contracts and
related options. The value of the assets that are the subject of the futures contract may not move in the anticipated direction.
A Fund's successful use of futures contracts is subject to the ability of the Sub-Advisor to predict correctly the factors affecting
the market values of the Fund's portfolio securities. For example, if a Fund is hedged against the possibility of an increase in
interest rates which would adversely affect debt securities held by the Fund and the prices of those debt securities instead increases,
the Fund loses part or all of the benefit of the increased value of its securities it hedged because it has offsetting losses in
its futures positions. Other risks include imperfect correlation between price movements in the financial instrument or securities
index underlying the futures contract, on the one hand, and the price movements of either the futures contract itself or the securities
held by the Fund, on the other hand. If the prices do not move in the same direction or to the same extent, the transaction may
result in trading losses.
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Prior to exercise or expiration, a position in futures
may be terminated only by entering into a closing purchase or sale transaction. This requires a secondary market on the relevant
contract market. The Fund enters into a futures contract or related option only if there appears to be a liquid secondary market.
There can be no assurance, however, that such a liquid secondary market exists for any particular futures contract or related option
at any specific time. Thus, it may not be possible to close out a futures position once it has been established. Under such circumstances,
the Fund continues to be required to make daily cash payments of variation margin in the event of adverse price movements. In such
situations, if the Fund has insufficient cash, it may be required to sell portfolio securities to meet daily variation margin requirements
at a time when it may be disadvantageous to do so. In addition, the Fund may be required to perform under the terms of the futures
contracts it holds. The inability to close out futures positions also could have an adverse impact on the Fund's ability effectively
to hedge its portfolio.
Most United States futures exchanges limit the amount
of fluctuation permitted in futures contract prices during a single trading day. This daily limit establishes the maximum amount
that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading
session. Once the daily limit has been reached in a particular type of contract, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential
losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved
to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting some futures traders to substantial losses.
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Limitations on
the Use of Futures,
Options on Futures Contracts,
and Swaps. Each Fund
that utilizes futures
contracts, options on
futures contracts or
swaps has claimed an
exclusion from the definition
of a “commodity
pool operator”
under the Commodity
Exchange Act and is
not subject to registration
or regulation as a commodity
pool operator under
the Commodity Exchange
Act. The Commodity Futures
Trading Commission recently
amended rule 4.5 “Exclusion
for certain otherwise
regulated persons from
the definition of the
term “commodity
pool operator.”
Rule 4.5 provides that
a mutual fund does not
meet the definition
of “commodity
pool operator”
if its use of futures
contracts, options on
futures contracts and
swaps is sufficiently
limited that the fund
can fall within one
of two exclusions set
out in rule 4.5. The
Funds intend to limit
their use of futures
contracts, options on
futures contracts and
swaps to the degree
necessary to fall within
one of the two exclusions.
If any Fund is unable
to do so, it may incur
expenses that are necessary
to comply with the Commodity
Exchange Act and rules
the Commodity Futures
Trading Commission has
adopted under it.
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Each Fund may enter into futures contracts and related
options transactions, for hedging purposes and for other appropriate risk management purposes, and to modify the Fund's exposure
to various currency, equity, or fixed-income markets. Each Fund may engage in speculative futures trading. When using futures contracts
and options on futures contracts for hedging or risk management purposes, each Fund determines that the price
fluctuations in the contracts and options are substantially
related to price fluctuations in securities held by the Fund or which it expects to purchase. In pursuing traditional hedging activities,
each Fund may sell futures contracts or acquire puts to protect against a decline in the price of securities that the Fund owns.
Each Fund may purchase futures contracts or calls on futures contracts to protect the Fund against an increase in the price of
securities the Fund intends to purchase before it is in a position to do so.
When a Fund purchases a futures contract, or purchases
a call option on a futures contract, it segregates portfolio assets, which must be liquid and marked to the market daily, in a
segregated account. The amount so segregated plus the amount of initial margin held for the account of its futures commission merchant
equals the market value of the futures contract.
With respect to futures contracts that are not legally
required to “cash settle,” a Fund may cover the open position by setting aside or “earmarking” liquid assets
in an amount equal to the market value of the futures contract. With respect to futures that are required to “cash settle,”
however, a Fund is permitted to set aside or “earmark” liquid assets in an amount equal to the Fund’s daily marked
to market (net) obligation, if any (in other words, the Fund’s daily net liability, if any) rather than the market value
of the futures contract. By setting aside or “earmarking” assets equal to only its net obligation under cash-settled
futures, a Fund will have the ability to utilize these contracts to a greater extent than if the Fund were required to segregate
or “earmark” assets equal to the full market value of the futures contract.
High Yield Bonds (“Junk Bonds”)
Some funds invest a portion of their assets in bonds that
are rated below investment grade (sometimes called “high yield bonds” or "junk bonds") which are rated at
the time of purchase Ba1 or lower by Moody's and BB+ or lower by S&P (if the bond has been rated by only one of those agencies,
that rating will determine whether the bond is below investment grade; if the bond has not been rated by either of those agencies,
the Sub-Advisor will determine whether the bond is of a quality comparable to those rated below investment grade). Lower rated
bonds involve a higher degree of credit risk, which is the risk that the issuer will not make interest or principal payments when
due. In the event of an unanticipated default, a fund would experience a reduction in its income and could expect a decline in
the market value of the bonds so affected. Some funds may also invest in unrated bonds of foreign and domestic issuers. Unrated
bonds, while not necessarily of lower quality than rated bonds, may not have as broad a market. Because of the size and perceived
demand of the issue, among other factors, certain municipalities may not incur the expense of obtaining a rating. The Sub-Advisor
will analyze the creditworthiness of the issuer, as well as any financial institution or other party responsible for payments
on the bond, in determining whether to purchase unrated bonds. Unrated bonds will be included in the limitation each fund has
with regard to high yield bonds unless the Sub-Advisor deems such securities to be the equivalent of investment grade bonds. Some
of the high yield securities consist of Rule 144A securities. High yield securities may contain any type of interest rate payment
or reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment-in-kind and those with auction
rate features.
Mortgage- and Asset-Backed Securities
The yield characteristics of the mortgage- and asset-backed
securities in which the Funds may invest differ from those of traditional debt securities. Among the major differences are that
the interest and principal payments are made more frequently on mortgage- and asset-backed securities (usually monthly) and that
principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time.
As a result, if the Fund purchases those securities at a premium, a prepayment rate that is faster than expected will reduce their
yield, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield. If the Fund purchases
these securities at a discount, faster than expected prepayments will increase their yield, while slower than expected prepayments
will reduce their yield. Amounts available for reinvestment by the Fund are likely to be greater during a period of declining interest
rates and, as a result, are likely to be reinvested at lower interest rates than during a period of rising interest rates.
In general, the prepayment rate for mortgage-backed securities
decreases as interest rates rise and increases as interest rates fall. However, rising interest rates will tend to decrease the
value of these securities. In addition, an increase in interest rates may affect the volatility of these securities by effectively
changing a security that was considered a short-term security at the time of purchase into a long-term security. Long-term securities
generally fluctuate more widely in response to changes in interest rates than short- or medium-term securities.
The market for privately issued mortgage- and asset-backed securities
is smaller and less liquid than the market for U.S. government mortgage-backed securities. A collateralized mortgage obligation
(“CMO”) may be structured in a manner that provides a wide variety of investment characteristics (yield, effective
maturity, and interest rate
sensitivity). As market conditions change, and especially during
periods of rapid market interest rate changes, the ability of a CMO to provide the anticipated investment characteristics may be
greatly diminished. Increased market volatility and/or reduced liquidity may result.
The Funds may invest in each of collateralized
bond obligations (“CBOs”), collateralized loan obligations (“CLOs”), other collateralized debt obligations
(“CDOs”) and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities.
A CBO is a trust which is often backed by a diversified pool of high risk, below investment grade fixed income securities. The
collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related
securities, commercial privately issued mortgage-
related
securities, trust preferred securities
and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic
and foreign senior secured loans, senior unsecured loans,
and
subordinate corporate loans, including
loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets
representing obligations of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.
Inflation-Indexed Bonds
The Funds may invest in inflation-indexed bonds or inflation
protected debt securities, which are fixed income securities whose value is periodically adjusted according to the rate of inflation.
Two structures are common. The U.S. Treasury and some other issuers utilize a structure that accrues inflation into the principal
value of the bond. Most other issuers pay out the Consumer Price Index accruals as part of a semi-annual coupon. Inflation-indexed
securities issued by the U.S. Treasury (Treasury Inflation Protected Securities or TIPS) have maturities of approximately five,
ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury
securities pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. If the periodic
adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently
the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. The value of
inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied
to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster
rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds.
In contrast, if nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease
in value of inflation-indexed bonds. While these securities are expected to be protected from long-term inflationary trends, short-term
increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example,
due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase
is not reflected in the bond's inflation measure.
The periodic adjustment of U.S. inflation-indexed bonds is tied
to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The
CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.
Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated
by that government. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income,
even though investors do not receive their principal until maturity.
Real Estate Investment Trusts (“REITs”)
REITs are pooled investment vehicles that invest in income producing
real estate, real estate related loans, or other types of real estate interests. U.S. REITs are allowed to eliminate corporate
level federal tax so long as they meet certain requirements of the Internal Revenue Code. Foreign REITs ("REIT-like")
entities may have similar tax treatment in their respective countries. Equity real estate investment trusts own real estate properties,
while mortgage real estate investment trusts make construction, development, and long-term mortgage loans. Their value may be affected
by changes in the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax
and regulatory requirements, such as those relating to the environment. Both types of trusts are not diversified, are dependent
upon management skill, are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility
of failing to qualify for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the
1940 Act. In addition, foreign REIT-like entities will be subject to foreign securities risks. (See "Foreign Securities")
Zero-Coupon Securities
The Funds may invest in zero-coupon securities. Zero-coupon
securities have no stated interest rate and pay only the principal portion at a stated date in the future. They usually trade at
a substantial discount from their face (par) value. Zero-coupon securities are subject to greater market value fluctuations in
response to changing interest rates than debt obligations of comparable maturities that make distributions of interest in cash.
Master Limited Partnerships (“MLPs”)
An MLP is an entity that is generally taxed as a partnership
for federal income tax purposes and that derives each year at least 90% of its gross income from "Qualifying Income".
Qualifying Income includes interest, dividends, real estate rents, gain from the sale or disposition of real property, income and
gain from commodities or commodity futures, and income and gain from mineral or natural resources activities that generate Qualifying
Income. MLP interests (known as units) are traded on securities exchanges or over-the-counter. An MLP's organization as a partnership
and compliance with the Qualifying Income rules generally eliminates federal tax at the entity level.
An MLP has one or more general partners (who may be individuals,
corporations, or other partnerships) which manage the partnership, and limited partners, which provide capital to the partnership
but have no role in its management. Typically, the general partner is owned by company management or another publicly traded sponsoring
corporation. When an investor buys units in an MLP, the investor becomes a limited partner.
The business of MLPs is affected by supply and demand for energy
commodities because most MLPs derive revenue and income based upon the volume of the underlying commodity produced, transported,
processed, distributed, and/ or marketed. Pipeline MLPs have indirect commodity exposure to oil and gas price volatility because,
although they do not own the underlying energy commodity, the general level of commodity prices may affect the volume of the commodity
the MLP delivers to its customers and the cost of providing services such as distributing natural gas liquids. The MLP industry
in general could be hurt by market perception that MLP's performance and valuation are directly tied to commodity prices.
Pipeline MLPs are common carrier transporters of natural gas,
natural gas liquids (primarily propane, ethane, butane and natural gasoline), crude oil or refined petroleum products (gasoline,
diesel fuel and jet fuel). Pipeline MLPs also may operate ancillary businesses such as storage and marketing of such products.
Pipeline MLPs derive revenue from capacity and transportation fees. Historically, pipeline output has been less exposed to cyclical
economic forces due to its low cost structure and government-regulated nature. In addition, most pipeline MLPs have limited direct
commodity price exposure because they do not own the product being shipped.
Processing MLPs are gatherers and processors of natural gas
as well as providers of transportation, fractionation and storage of natural gas liquids ("NGLs"). Processing MLPs derive
revenue from providing services to natural gas producers, which require treatment or processing before their natural gas commodity
can be marketed to utilities and other end user markets. Revenue for the processor is fee based, although it is not uncommon to
have some participation in the prices of the natural gas and NGL commodities for a portion of revenue.
Propane MLPs are distributors of propane to homeowners for space
and water heating. Propane MLPs derive revenue from the resale of the commodity on a margin over wholesale cost. The ability to
maintain margin is a key to profitability. Propane serves approximately 3% of the household energy needs in the United States,
largely for homes beyond the geographic reach of natural gas distribution pipelines. Approximately 70% of annual cash flow is earned
during the winter heating season (October through March). Accordingly, volumes are weather dependent, but have utility type functions
similar to electricity and natural gas.
MLPs operating interstate pipelines and storage facilities are
subject to substantial regulation by the Federal Energy Regulatory Commission ("FERC"), which regulates interstate transportation
rates, services and other matters regarding natural gas pipelines including: the establishment of rates for service; regulation
of pipeline storage and liquified natural gas facility construction; issuing certificates of need for companies intending to provide
energy services or constructing and operating interstate pipeline and storage facilities; and certain other matters. FERC also
regulates the interstate transportation of crude oil, including: regulation of rates and practices of oil pipeline companies; establishing
equal service conditions to provide shippers with equal access to pipeline transportation; and establishment of reasonable rates
for transporting petroleum and petroleum products by pipeline.
Securities Lending
All Funds may lend their portfolio securities. None of the Funds
will lend its portfolio securities if as a result the aggregate of such loans made by the Fund would exceed the limits established
by the 1940 Act (in general, a fund may not lend more than 33 1/3% of total fund assets). Portfolio securities may be lent to unaffiliated
broker-dealers and other unaffiliated qualified financial institutions provided that such loans are callable at any time on not
more than five business days' notice and that cash or other liquid assets equal to at least 100% of the market value of the securities
loaned, determined daily, is deposited by the borrower with the Fund and is maintained each business day. While such securities
are on loan, the borrower pays the Fund any income accruing thereon. The Fund may invest any cash collateral, thereby earning additional
income, and may receive an agreed-upon fee from the borrower. Borrowed securities must be returned when the loan terminates. Any
gain or loss in the market value of the borrowed securities that occurs during the term of the loan belongs to the Fund and its
shareholders. A Fund
pays reasonable administrative, custodial, and other fees in
connection with such loans and may pay a negotiated portion of the interest earned on the cash or government securities pledged
as collateral to the borrower or placing broker. A Fund does not normally retain voting rights attendant to securities it has lent,
but it may call a loan of securities in anticipation of an important vote.
Short Sales
A short sale involves the sale by the fund of a security
that it does not own with the expectation of covering settlement by purchasing the same security at a later date at a lower price.
The fund may also enter into a short position by using a derivative instrument, such as a future, forward, or swap agreement.
If the price of the security or derivative increases prior to the time the fund is required to replace the borrowed security,
then the fund will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums
and interest paid to the broker. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more
money than the value of the investment.
A “short sale against the box” is a technique
that involves selling either a security owned by the fund, or a security equivalent in kind and amount to the security sold short
that the fund has the right to obtain, at no additional cost, for delivery at a specified date in the future. A fund may enter
into a short sale against the box to hedge against anticipated declines in the market price of portfolio securities. If the value
of the securities sold short against the box increases prior to the scheduled delivery date, a fund will lose money.
Foreign Currency Transactions
Funds may engage in foreign currency transactions for both hedging
and investment purposes. In addition, certain of a fund’s investments will be denominated in foreign currencies or traded
in securities markets in which settlements are made in foreign currencies. Any income on such investments is generally paid to
a fund in foreign currencies. The value of these foreign currencies relative to the U.S. dollar varies continually, causing changes
in the dollar value of a fund’s portfolio investments (even if the local market price of the investments is unchanged) and
changes in the dollar value of a fund’s income available for distribution to its shareholders. The effect of changes in the
dollar value of a foreign currency on the dollar value of a fund’s assets and on the net investment income available for
distribution may be favorable or unfavorable. The funds may also use foreign currency transactions to increase exposure to a foreign
currency or to shift exposure to foreign currency fluctuations from one country to another.
A fund may incur costs in connection with conversions between
various currencies. In addition, a fund may be required to liquidate portfolio assets, or may incur increased currency conversion
costs, to compensate for a decline in the dollar value of a foreign currency occurring between the time when a fund declares and
pays a dividend, or between the time when a fund accrues and pays an operating expense in U.S. dollars.
To protect against a change in the foreign currency exchange
rate between the date on which a fund contracts to purchase or sell a security and the settlement date for the purchase or sale,
to gain exposure to one or more foreign currencies or to “lock in” the equivalent of a dividend or interest payment
in another currency, a fund might purchase or sell a foreign currency on a spot (
i.e
., cash) basis at the prevailing spot
rate.
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Options on Foreign Currencies. In addition, a Fund may buy and write options on foreign currencies in a manner similar to that
in which futures or forward contracts on foreign currencies will be utilized. A Fund may use options on foreign currencies to hedge
against adverse changes in foreign currency conversion rates. For example, a decline in the U.S. dollar value of a foreign currency
in which portfolio securities are denominated will reduce the U.S. dollar value of such securities, even if their value in the
foreign currency remains constant. In order to protect against such diminutions in the value of the portfolio securities, a Fund
may buy put options on the foreign currency. If the value of the currency declines, a Fund will have the right to sell such currency
for a fixed amount in U.S. dollars, thereby offsetting, in whole or in part, the adverse effect on its portfolio. Conversely, when
a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, a Fund may buy call options on the foreign currency. The purchase of such options could offset, at
least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the
benefit to a Fund from purchases of foreign currency options will be reduced by the amount of the premium and related transaction
costs. In addition, if currency exchange rates do not move in the direction or to the extent desired, a Fund could sustain losses
or lesser gains on transactions in foreign currency options that would require a Fund to forego a portion or all of the benefits
of advantageous changes in those rates.
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A Fund also may write options on foreign currencies.
For example, to hedge against a potential decline in the U.S. dollar due to adverse fluctuations in exchange rates, a Fund could,
instead of purchasing a put option, write a call option on the relevant currency. If the decline expected by a Fund occurs, the
option will most likely not be exercised and the diminution in value of portfolio securities will be offset at least in part by
the amount of the premium received. Similarly, instead of purchasing a call option to hedge against a potential increase in the
U.S. dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency which, if rates move in
the manner projected by a Fund, will expire unexercised and allow a Fund to hedge the increased cost up to the amount of the premium.
If exchange rates do not move in the expected direction, the option may be exercised and a Fund would be required to buy or sell
the underlying currency at a loss, which may not be fully offset by the amount of the premium. Through the writing of options on
foreign currencies, a Fund also may lose all or a portion of the benefits that might otherwise have been obtained from favorable
movements in exchange rates.
Transactions in foreign currencies, foreign currency
denominated debt and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give
rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency
concerned. Transactions in non-U.S. currencies are also subject to many of the risks of investing in non-U.S. securities. Because
a Fund may invest in foreign securities and foreign currencies, changes in foreign economies and political climates are more likely
to affect a Fund than a mutual fund that invests exclusively in U.S. companies. There also may be less government supervision of
foreign markets, resulting in non-uniform accounting practices and less publicly available information. If a Fund’s portfolio
is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on a
Fund than a fund that is not over-weighted in that region.
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Futures on Currency. A foreign currency future provides for the future sale by one party and purchase by another party of a
specified quantity of foreign currency at a specified price and time. A public market exists in futures contracts covering a number
of foreign currencies. Currency futures contracts are exchange-traded and change in value to reflect movements of a currency or
a basket of currencies. Settlement must be made in a designated currency.
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Forward Foreign Currency Exchange Contracts. The Funds may, but are not obligated to, enter into forward foreign currency exchange
contracts. Currency transactions include forward currency contracts and exchange listed or over-the-counter options on currencies.
A forward currency contract involves a privately negotiated obligation to purchase or sell a specific currency at a specified future
date at a price set at the time of the contract.
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The typical use of a forward contract is to "lock
in" the price of a security in U.S. dollars or some other foreign currency which a Fund is holding in its portfolio. By entering
into a forward contract for the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency
involved in the underlying security transactions, a Fund may be able to protect itself against a possible loss resulting from an
adverse change in the relationship between the U.S. dollar or other currency which is being used for the security purchase and
the foreign currency in which the security is denominated in or exposed to during the period between the date on which the security
is purchased or sold and the date on which payment is made or received.
The Sub-Advisor also may from time to time utilize
forward contracts for other purposes. For example, they may be used to hedge a foreign security held in the portfolio or a security
which pays out principal tied to an exchange rate between the U.S. dollar and a foreign currency, against a decline in value of
the applicable foreign currency. They also may be used to lock in the current exchange rate of the currency in which those securities
anticipated to be purchased are denominated in or exposed to. At times, a Fund may enter into "cross-currency" hedging
transactions involving currencies other than those in which securities are held or proposed to be purchased are denominated.
A Fund segregates liquid assets in an amount
equal to (1) at least its daily marked-to-market (net) obligation (i.e., its daily net liability, if any) with respect to forward
currency contracts that are cash settled and (2) the net notional value with respect to forward currency contracts that are not
cash settled. It should be noted that the use of forward foreign currency exchange contracts does not eliminate fluctuations in
the underlying prices of the securities. It simply establishes a rate of exchange between the currencies that can be achieved
at some future point in time. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the
value of the hedged currency, they also tend to limit any potential gain that might result if the value of the currency increases.
Currency hedging involves some of the same risks
and considerations as other transactions with similar instruments. Currency transactions can result in losses to a Fund if the
currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Further, the risk exists that
the perceived linkage between various currencies may not be present or may not be present during the particular time that a Fund
is engaging in currency hedging. Currency transactions are also subject to risks different from those of other portfolio transactions.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions
on repatriation of currency, and manipulations or exchange restrictions imposed by governments. These forms of governmental actions
can result in losses to a Fund if it is unable to deliver or receive currency or monies in settlement of obligations. They could
also cause hedges the Fund has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction
costs. Currency exchange rates may also fluctuate based on factors extrinsic to a country's economy. Buyers and sellers of currency
forward contracts are subject to the same risks that apply to the use of forward contracts generally. Further, settlement of a
currency forward contract for the purchase of most currencies must occur at a bank based in the issuing nation. The ability to
establish and close out positions on trading options on currency futures contracts is subject to the maintenance of a liquid market
that may not always be available.
Moreover, a Fund bears the risk of loss of the amount
expected to be received under a forward contract in the event of the default or bankruptcy of a forward counterparty.
Repurchase and Reverse Repurchase Agreements, Mortgage Dollar
Rolls and Sale-Buybacks
The Funds may invest in repurchase and reverse repurchase agreements.
In a repurchase agreement, a Fund purchases a security and simultaneously commits to resell that security to the seller at an agreed
upon price on an agreed upon date within a number of days (usually not more than seven) from the date of purchase. The resale price
consists of the purchase price plus an amount that is unrelated to the coupon rate or maturity of the purchased security. A repurchase
agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value
(at least equal to the amount of the agreed upon resale price and marked-to-market daily) of the underlying security or "collateral."
A risk associated with repurchase agreements is the failure of the seller to repurchase the securities as agreed, which may cause
a Fund to suffer a loss if the market value of such securities declines before they can be liquidated on the open market. In the
event of bankruptcy or insolvency of the seller, a Fund may encounter delays and incur costs in liquidating the underlying security.
Repurchase agreements that mature in more than seven days are subject to each Fund's limit on illiquid investments. While it is
not possible to eliminate all risks from these transactions, it is the policy of the Fund to limit repurchase agreements to those
parties whose creditworthiness has been reviewed and found satisfactory by the Sub-Advisor.
A Fund may use reverse repurchase agreements, mortgage dollar
rolls, and economically similar transactions to obtain cash to satisfy unusually heavy redemption requests or for other temporary
or emergency purposes without the necessity of selling portfolio securities, or to earn additional income on portfolio securities,
such as Treasury bills or notes. In a reverse repurchase agreement, a Fund sells a portfolio security to another party, such as
a bank or broker-dealer, in return for cash and agrees to repurchase the instrument at a particular price and time. While a reverse
repurchase agreement is outstanding, a Fund will maintain cash or appropriate liquid assets to cover its obligation under the agreement.
The Fund will enter into reverse repurchase agreements only with parties that the Sub-Advisor deems creditworthy. Using reverse
repurchase agreements to earn additional income involves the risk that the interest earned on the invested proceeds is less than
the expense of the reverse repurchase agreement transaction. This technique may also have a leveraging effect on the Fund, although
the Fund's intent to segregate assets in the amount of the reverse repurchase obligation minimizes this effect.
A “mortgage dollar roll” is similar to a reverse
repurchase agreement in certain respects. In a “dollar roll” transaction a Fund sells a mortgage-related security,
such as a security issued by the Government National Mortgage Association, to a dealer and simultaneously agrees to repurchase
a similar security (but not the same security) in the future at a pre-determined price. A dollar roll can be viewed, like a reverse
repurchase agreement, as a collateralized borrowing in which a Fund pledges a mortgage-related security to a dealer to obtain cash.
Unlike in the case of reverse repurchase agreements, the dealer with which a Fund enters into a dollar roll transaction is not
obligated to return the same securities as those originally sold by the Fund, but only securities which are “substantially
identical.” To be considered “substantially identical,” the securities returned to a Fund generally must: 1)
be collateralized by the same types of underlying mortgages; 2) be issued by the same agency and be part of the same program; 3)
have a similar original stated maturity;
4) have identical net coupon rates; 5) have similar market yields
(and therefore price); and 6) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of
the securities delivered and received back must be within 0.01% of the initial amount delivered.
A Fund's obligations under a dollar roll agreement must be covered
by segregated liquid assets equal in value to the securities subject to repurchase by the Fund.
A Fund also may effect simultaneous purchase and sale transactions
that are known as “sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback,
the counterparty who purchases the security is entitled to receive any principal or interest payments made on the underlying security
pending settlement of the Fund's repurchase of the underlying security. A Fund's obligations under a sale-buyback typically would
be offset by liquid assets equal in value to the amount of the Fund's forward commitment to repurchase the subject security.
Structured Notes
Funds may invest in a broad category of instruments known as
“structured notes.” These instruments are debt obligations issued by industrial corporations, financial institutions
or governmental or international agencies. Traditional debt obligations typically obligate the issuer to repay the principal plus
a specified rate of interest. Structured notes, by contrast, obligate the issuer to pay amounts of principal or interest that are
determined by reference to changes in some external factor or factors, or the principal and interest rate may vary from the stated
rate because of changes in these factors. For example, the issuer’s obligations could be determined by reference to changes
in the value of a foreign currency, an index of securities (such as the S&P 500 Index) or an interest rate (such as the U.S.
Treasury bill rate). In some cases, the issuer’s obligations are determined by reference to changes over time in the difference
(or “spread”) between two or more external factors (such as the U.S. prime lending rate and the total return of the
stock market in a particular country, as measured by a stock index). In some cases, the issuer’s obligations may fluctuate
inversely with changes in an external factor or factors (for example, if the U.S. prime lending rate goes up, the issuer’s
interest payment obligations are reduced). In some cases, the issuer’s obligations may be determined by some multiple of
the change in an external factor or factors (for example, three times the change in the U.S. Treasury bill rate). In some cases,
the issuer’s obligations remain fixed (as with a traditional debt instrument) so long as an external factor or factors do
not change by more than the specified amount (for example, if the value of a stock index does not exceed some specified maximum),
but if the external factor or factors change by more than the specified amount, the issuer’s obligations may be sharply reduced.
Structured notes can serve many different purposes in the management
of a fund. For example, they can be used to increase a fund’s exposure to changes in the value of assets that a fund would
not ordinarily purchase directly (such as stocks traded in a market that is not open to U.S. investors). They also can be used
to hedge the risks associated with other investments a fund holds. For example, if a structured note has an interest rate that
fluctuates inversely with general changes in a country’s stock market index, the value of the structured note would generally
move in the opposite direction to the value of holdings of stocks in that market, thus moderating the effect of stock market movements
on the value of a fund’s portfolio as a whole. The cash flow on the underlying instruments may be apportioned among the newly
issued structured notes to create securities with different investment characteristics such as varying maturities, payment priorities
or interest rate provisions; the extent of the payments made with respect to structured notes is dependent on the extent of the
cash flow on the underlying instruments.
Structured notes involve special risks. As with any debt obligation,
structured notes involve the risk that the issuer will become insolvent or otherwise default on its payment obligations. This risk
is in addition to the risk that the issuer’s obligations (and thus the value of a fund’s investment) will be reduced
because of adverse changes in the external factor or factors to which the obligations are linked. The value of structured notes
will in many cases be more volatile (that is, will change more rapidly or severely) than the value of traditional debt instruments.
Volatility will be especially high if the issuer’s obligations are determined by reference to some multiple of the change
in the external factor or factors. Structured notes also may be more difficult to accurately price than less complex securities
and instruments or more traditional debt securities. Many structured notes have limited or no liquidity, so that a fund would be
unable to dispose of the investment prior to maturity. As with all investments, successful use of structured notes depends in significant
part on the accuracy of the Sub-Advisor’s analysis of the issuer’s creditworthiness and financial prospects, and of
the Sub-Advisor’s forecast as to changes in relevant economic and financial market conditions and factors. In instances where
the issuer of a structured note is a foreign entity, the usual risks associated with investments in foreign securities apply. Structured
notes may be considered derivative securities.
Debt-Linked and Equity-Linked Securities
The Funds may invest in debt-linked and equity-linked securities.
The investment results of such instruments are intended to correspond generally to the performance of one or more specified equity
or debt securities, or of a specific index or analogous “basket” of equity or debt securities. Therefore, investing
in these instruments involves risks similar to the risks of investing in the underlying stocks or bonds directly. In addition,
a Fund bears the risk that the issuer of an equity- or debt-linked security may default on its obligations under the instrument.
Equity- and debt-linked securities are often used for many of the same purposes as, and share many of the same risks with, other
derivative instruments as well as structured notes. Like many derivatives and structured notes, equity- and debt-linked securities
may be considered illiquid, potentially limiting a Fund’s ability to dispose of them.
Commodity Index-Linked Notes
A commodity index-linked note is a type of structured note that
is a derivative instrument. The prices of commodity-linked derivative instruments such as commodity index-linked notes may move
in different directions than investments in traditional equity and debt securities when the value of those traditional securities
is declining due to adverse economic conditions. As an example, during periods of rising inflation, debt securities have historically
tended to decline in value. Conversely, during those same periods of rising inflation, the prices of certain commodities, such
as oil and metals, have historically tended to increase. There can be no assurance, however, that derivative instruments will perform
in that manner in the future, and, at certain times in the past, the price movements of commodity-linked investments have been
parallel to debt and equity securities.
During the period 1970 through 2001, the correlation between
the quarterly investment returns of commodities and the quarterly investment returns of traditional financial assets such as stocks
and bonds generally was negative. This inverse relationship occurred generally because commodities have historically tended to
increase and decrease in value during different parts of the business cycle than have financial assets. Nevertheless, at various
times, commodities prices may move in tandem with the prices of financial assets and thus may not provide overall portfolio diversification
benefits.
The reverse may be true during "bull markets," when
the value of traditional securities such as stocks and bonds is increasing. Under such favorable economic conditions, a fund's
investments in commodity index-linked notes may be expected not to perform as well as an investment in traditional securities.
Over the long term, the returns on a fund's investments in commodity index-linked notes are expected to exhibit low or negative
correlation with stocks and bonds.
Hybrid Instruments
A hybrid instrument is a type of derivative that combines a
traditional stock or bond with an option or forward contract. Generally, the principal amount, amount payable upon maturity or
redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some currency or securities index or
another interest rate or some other economic factor (each a “benchmark”). The interest rate or (unlike most fixed income
securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in
the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest
with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such
a hybrid instrument would be economically similar to a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety
of investment goals, including currency hedging, duration management and increased total return. Hybrids may not bear interest
or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged
and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political
events, such as currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions,
the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not
associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays
a fixed rate or floating rate of interest. The purchase of hybrids also exposes the Fund to the credit risk of the issuer of the
hybrids. These risks may cause significant fluctuations in the NAV of a Fund.
Certain hybrid instruments may provide exposure to the commodities
markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity
futures contracts, commodity options or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities,
leveraged or unleveraged, and are considered hybrid instruments because they have both security and
commodity-like characteristics. A portion of the value of these
instruments may be derived from the value of a commodity, futures contract, index or other economic variable and therefore are
subject to many of the same risks as investments in those underlying securities, instruments or commodities.
Certain issuers of structured products such as hybrid instruments
may be deemed to be investment companies as defined in the 1940 Act. As a result, a Fund’s investments in these products
may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the
1940 Act.
Swap Agreements and Options on Swap Agreements
Each Fund may engage in swap transactions, including, but not
limited to, swap agreements on interest rates, security or commodity indexes, specific securities and commodities, and credit and
event-linked swaps, to the extent permitted by its investment restrictions. To the extent a Fund may invest in foreign currency-denominated
securities, it may also invest in currency exchange rate swap agreements. A Fund may also enter into options on swap agreements
(“swap options”).
A Fund may enter into swap transactions for any legal purpose
consistent with its investment objectives and policies, such as for the purpose of attempting to obtain or preserve a particular
return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets;
to protect against currency fluctuations; as a duration management technique; to protect against any increase in the price of securities
a Fund anticipates purchasing at a later date; to gain exposure to one or more securities, currencies, or interest rates; to take
advantage of perceived mispricing in the securities markets; or to gain exposure to certain markets in the most economical way
possible.
Swap agreements are two party contracts entered into primarily
by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction,
two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined
investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or "swapped"
between the parties are generally calculated with respect to a "notional amount," i.e., the return on or increase in
value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket"
of securities or commodities representing a particular index.
Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or receive interest (for example, an exchange of floating rate
payments for fixed rate payments with respect to a notional amount of principal).
Forms
of swap agreements also include interest rate caps, under which, in return for a premium, one party agrees to make payments to
the other to the extent that interest rates exceed a specified rate, or "cap"; interest rate floors, under which, in
return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate,
or "floor"; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt
to protect itself against interest rate movements exceeding given minimum or maximum levels.
A currency
swap is an agreement to exchange cash flows on a notional amount based on changes in the relative values of the specified currencies.
An index swap is an agreement to make or receive payments based on the different returns that would be achieved if a notional amount
were invested in a specified basket of securities (such as the S&P 500 Index) or in some other investment (such as U.S. Treasury
Securities
). A total return swap is an agreement to make payments of the total return from a specified asset or instrument
(or a basket of such instruments) during the specified period, in return for payments equal to a fixed or floating rate of interest
or the total return from another specified asset or instrument. Alternatively, a total return swap can be structured so that one
party will make payments to the other party if the value of the relevant asset or instrument increases, but receive payments from
the other party if the value of that asset or instrument decreases.
Consistent with a Fund's
investment objectives and general investment policies, certain of the Funds may invest in commodity swap agreements. For example,
an investment in a commodity swap agreement may involve the exchange of floating-rate interest payments for the total return on
a commodity index. In a total return commodity swap, a Fund will receive the price appreciation of a commodity index, a portion
of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, a Fund
may pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is for more than one period,
with interim swap payments, a Fund may pay an adjustable or floating fee. With a "floating" rate, the fee may be pegged
to a base rate, such as the London Interbank Offered Rate, and is adjusted each period. Therefore, if interest rates increase over
the term of the swap contract, a Fund may be required to pay a higher fee at each swap reset date.
A Fund may enter into credit default swap agreements. The "buyer"
in a credit default contract is obligated to pay the "seller" a periodic stream of payments over the term of the contract
provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller
must pay the buyer the full
notional value, or "par value," of the reference obligation
in exchange for the reference obligation. A Fund may be either the buyer or seller in a credit default swap transaction. If a Fund
is a buyer and no event of default occurs, the Fund will lose its investment and recover nothing. However, if an event of default
occurs, the Fund (if the buyer) will receive the full notional value of the reference obligation that may have little or no value.
As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months
and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full
notional value of the reference obligation. In addition, collateral posting requirements are individually negotiated and there
is no regulatory requirement that a counterparty post collateral to secure its obligations or a specified amount of cash, depending
upon the terms of the swap, under a credit default swap. Furthermore, there is no requirement that a party be informed in advance
when a credit default swap agreement is sold. Accordingly, a Fund may have difficulty identifying the party responsible for payment
of its claims. The notional value of credit default swaps with respect to a particular investment is often larger than the total
par value of such investment outstanding and, in event of a default, there may be difficulties in making the required deliveries
of the reference investments, possibly delaying payments.
The Funds may invest in derivative instruments that provide
exposure to one or more credit default swaps. For example, a Fund may invest in a derivative instrument known as the Loan-Only
Credit Default Swap Index (“LCDX”), a tradable index with 100 equally-weighted underlying single-name loan-only credit
default swaps (“LCDS”). Each underlying LCDS references an issuer whose loans trade in the secondary leveraged loan
market. A Fund can either buy the index (take on credit exposure) or sell the index (pass credit exposure to a counterparty). While
investing in these types of derivatives will increase the universe of debt securities to which a Fund is exposed, such investments
entail additional risks that are not typically associated with investments in other debt securities. Credit default swaps and other
derivative instruments related to loans are subject to the risks associated with loans generally, as well as the risks of derivative
transactions.
The Funds may invest in publicly or privately issued interests
in investment pools whose underlying assets are credit default, credit-linked, interest rate, currency exchange, equity-linked
or other types of swap contracts and related underlying securities or securities loan agreements. The pools’ investment results
may be designed to correspond generally to the performance of a specified securities index or “basket” of securities,
or sometimes a single security. These types of pools are often used to gain exposure to multiple securities with a smaller investment
than would be required to invest directly in the individual securities. They also may be used to gain exposure to foreign securities
markets without investing in the foreign securities themselves and/or the relevant foreign market. To the extent that a Fund invests
in pools of swaps and related underlying securities or securities loan agreements whose return corresponds to the performance of
a foreign securities index or one or more foreign securities, investing in such pools will involve risks similar to the risks of
investing in foreign securities. In addition to the risks associated with investing in swaps generally, a Fund bears the risks
and costs generally associated with investing in pooled investment vehicles, such as paying the fees and expenses of the pool and
the risk that the pool or the operator of the pool may default on its obligations to the holder of interests in the pool, such
as a Fund. Interests in privately offered investment pools of swaps may be considered illiquid.
The Funds may enter into contracts for differences. “Contracts
for differences” are swap arrangements in which a Fund may agree with a counterparty that its return (or loss) will be based
on the relative performance of two different groups or “baskets” of securities. For example, as to one of the baskets,
a Fund’s return is based on theoretical long futures positions in the securities comprising that basket, and as to the other
basket, a Fund’s return is based on theoretical short futures positions in the securities comprising that other basket. The
notional sizes of the baskets will not necessarily be the same, which can give rise to investment leverage. A Fund may also use
actual long and short futures positions to achieve the market exposure(s) as contracts for differences. A Fund may enter into swaps
and contracts for differences for investment return, hedging, risk management and for investment leverage.
A swap option (also known as “swaptions”) is a contract
that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement
or to shorten, extend, cancel, or otherwise modify an existing swap agreement, at some designated future time on specified terms.
The buyer and seller of the swap option agree on the strike price, length of the option period, the term of the swap, notional
amount, amortization and frequency of settlement. A Fund may engage in swap options for hedging purposes or in an attempt to manage
and mitigate credit and interest rate risk. Each Fund may write (sell) and purchase put and call swap options. The use of swap
options involves risks, including, among others, imperfect correlation between movements of the price of the swap options and the
price of the securities, indices or other assets serving as reference instruments for the swap option, reducing the effectiveness
of the instrument for hedging or investment purposes.
Most swap agreements the Funds enter into settle in cash
and, therefore, provide for calculation of the obligations of the parties to the agreement on a “net basis.” Consequently,
a Fund's current obligations (or rights) under such a swap agreement will generally be equal only to the net amount to be paid
or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net
amount”). A Fund's current obligations under such a swap agreement will be accrued daily (offset against any amounts owed
to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of assets determined
to be liquid by the Manager or Sub-Advisor in accordance with procedures established by the Board of Directors, to avoid any potential
leveraging of the Fund's portfolio. In the case of swaps that are not settled in cash, the Fund’s manager or Sub-Advisor
will segregate liquid assets equal in value to the net notional value of such swaps. Obligations under swap agreements for which
the Fund segregates assets will not be construed to be “senior securities” for purposes of the Fund's investment restriction
concerning senior securities.
Swaps can be highly volatile and
may have a considerable impact on a Fund’s performance, as the potential gain or loss on any swap transaction is not subject
to any fixed limit.
Whether a Fund's use of swap agreements or swap options will be
successful in furthering its investment objective of total return will depend on the ability of the Fund's Manager or Sub-Advisor
to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because
they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be
illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of
the default or bankruptcy of a swap agreement counterparty. The Funds will enter into swap agreements only with counterparties
that present minimal credit risks, as determined by the Fund's Manager or Sub-Advisor. Certain restrictions imposed on the Funds
by the Internal Revenue Code may limit the Funds' ability to use swap agreements. The swaps market is a relatively new market and
is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could
adversely affect a Fund's ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Depending on the terms of the particular option agreement, a
Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option.
When a Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option
expire unexercised. However, when a Fund writes a swap option, upon exercise of the option the Fund will become obligated according
to the terms of the underlying agreement.
Liquidity. Some swap markets have grown substantially in recent
years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, these swap markets have become relatively liquid.
The liquidity of swap agreements will be determined by the Manager
or Sub-Advisor based on various factors, including:
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the frequency of trades and quotations,
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the number of dealers and prospective purchasers in the marketplace,
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dealer undertakings to make a market,
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the nature of the security (including any demand or tender features), and
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the nature of the marketplace for trades (including the ability to assign or offset a portfolio's rights and obligations relating
to the investment).
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Such determination will govern whether a swap will be deemed
to be within each Fund's restriction on investments in illiquid securities.
For purposes of applying the funds’ investment policies
and restrictions (as stated in the Prospectuses and this Statement of Additional Information) swap agreements are generally valued
by the funds at market value. In the case of a credit default swap, however, in applying certain of the funds’ investment
policies and restrictions the fund will value the credit default swap at its notional value or its full exposure value (i.e.,
the sum of the notional amount for the contract plus the market value), but may value the credit default swap at market value
for purposes of applying certain of the funds’ other investment policies and restrictions. For example, a fund may value
credit default swaps at full exposure value for purposes of the fund’s credit quality guidelines because such value reflects
the fund’s actual economic exposure during the term of the credit default swap agreement. In this context, both the notional
amount and the market value may be positive or negative depending on whether the fund is selling or buying protection through
the credit default swap. The manner in which certain securities or other instruments are valued by the funds for purposes of applying
investment policies and restrictions may differ from the manner in which those investments are valued by other types of investors.
When-Issued, Delayed Delivery, and Forward Commitment Transactions
Each of the Funds may purchase or sell securities on a when-issued,
delayed delivery, or forward commitment basis. When such purchases are outstanding, the Fund will segregate until the settlement
date assets determined to be liquid by the Sub-Advisor in accordance with procedures established by the Board of Directors, in
an amount sufficient to meet the purchase price. Typically, no income accrues on securities a Fund has committed to purchase prior
to the time delivery of the securities is made, although a Fund may earn income on securities it has segregated.
When purchasing a security on a when-issued, delayed delivery,
or forward commitment basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and
yield fluctuations, and takes such fluctuations into account when determining its net asset value. Because the Fund is not required
to pay for the security until the delivery date, these risks are in addition to the risks associated with the Fund's other investments.
If the Fund remains substantially fully invested at a time when when-issued, delayed delivery, or forward commitment purchases
are outstanding, the purchases may result in a form of leverage.
When the Fund has sold a security on a when-issued, delayed
delivery, or forward commitment basis, the Fund does not participate in future gains or losses with respect to the security. If
the other party to a transaction fails to deliver or pay for the securities, the Fund could miss a favorable price or yield opportunity
or could suffer a loss. A Fund may dispose of or renegotiate a transaction after it is entered into, and may sell when-issued,
delayed delivery, or forward commitment securities before they are delivered, which may result in a capital gain or loss. There
is no percentage limitation on the extent to which the Funds may purchase or sell securities on a when-issued, delayed delivery,
or forward commitment basis.
Money Market Instruments/Temporary Defensive Position
All of the Funds may make money market investments (cash equivalents),
without limit, pending other investment or settlement, for liquidity, or in adverse market conditions. Following are descriptions
of the types of money market instruments that the Funds may purchase:
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U.S. Government Securities - Securities issued or guaranteed by the U.S. government, including treasury bills, notes, and bonds.
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U.S. Government Agency Securities - Obligations issued or guaranteed by agencies or instrumentalities of the U.S. government.
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U.S. agency obligations include, but are not limited to, the Bank for Cooperatives, Federal Home Loan Banks, and Federal Intermediate
Credit Banks.
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U.S. instrumentality obligations include, but are not limited to, the Export-Import Bank, Federal Home Loan Mortgage Corporation,
and Federal National Mortgage Association.
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Some obligations issued or guaranteed by U.S. government
agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury. Others, such as those issued by
the Federal National Mortgage Association, are supported by discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality. Still others, such as those issued by the Student Loan Marketing Association, are
supported only by the credit of the agency or instrumentality.
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Bank Obligations - Certificates of deposit, time deposits and bankers' acceptances of U.S. commercial banks having total assets
of at least one billion dollars and overseas branches of U.S. commercial banks and foreign banks, which in the opinion of the Sub-Advisor,
are of comparable quality. The Fund may acquire obligations of U.S. banks that are not members of the Federal Reserve System or
of the Federal Deposit Insurance Corporation.
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Certificates of deposit are negotiable certificates
issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’
acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise,
which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the
instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary
depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right
to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits.
Obligations of foreign banks and obligations of overseas
branches of U.S. banks are subject to somewhat different regulations and risks than those of U.S. domestic banks. For example,
an issuing bank may be able to maintain that the liability for an investment is solely that of the overseas branch which could
expose a Fund to a greater risk of loss. In addition, obligations of foreign banks or of overseas branches of U.S. banks may be
affected by governmental action in the country of domicile of the branch or parent bank. Examples of adverse foreign governmental
actions include the imposition of currency controls, the imposition of withholding taxes on interest income payable on such obligations,
interest limitations, seizure or nationalization of assets, or the declaration of a moratorium. Deposits in foreign banks or foreign
branches of U.S. banks are not covered by the Federal Deposit Insurance Corporation and that the selection of those obligations
may be more difficult because there may be less publicly available information concerning foreign banks or the accounting, auditing
and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to United
States banks. Foreign banks are not generally subject to examination by any United States Government agency or instrumentality.
A Fund only buys short-term instruments where the risks of adverse governmental action are believed by the Sub-Advisor to be minimal.
A Fund considers these factors, along with other appropriate factors, in making an investment decision to acquire such obligations.
It only acquires those which, in the opinion of management, are of an investment quality comparable to other debt securities bought
by the Fund.
A certificate of deposit is issued against funds
deposited in a bank or savings and loan association for a definite period of time, at a specified rate of return. Normally they
are negotiable. However, a Fund occasionally may invest in certificates of deposit which are not negotiable. Such certificates
may provide for interest penalties in the event of withdrawal prior to their maturity. A bankers' acceptance is a short-term credit
instrument issued by corporations to finance the import, export, transfer, or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity and reflect the obligation of both the bank and drawer to pay the face amount
of the instrument at maturity.
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Commercial Paper - Short-term promissory notes issued by U.S. or foreign corporations.
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Short-term Corporate Debt - Corporate notes, bonds, and debentures that at the time of purchase have 397 days or less remaining
to maturity.
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Repurchase Agreements - Instruments under which securities are purchased from a bank or securities dealer with an agreement
by the seller to repurchase the securities at the same price plus interest at a specified rate.
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Taxable Municipal Obligations - Short-term obligations issued or guaranteed by state and municipal issuers which generate taxable
income.
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The ratings of nationally recognized statistical rating organization
("NRSRO"), such as Moody's Investor Services, Inc. ("Moody's") and Standard & Poor's ("S&P"),
which are described in Appendix A, represent their opinions as to the quality of the money market instruments which they undertake
to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. These ratings, including
ratings of NRSROs other than Moody's and S&P, are the initial criteria for selection of portfolio investments, but the Sub-Advisor
further evaluates these securities.
Funding Agreements
Funds may invest in Guaranteed Investment Contracts (“GICs”)
and similar funding agreements. In connection with these investments, a Fund makes cash contributions to a deposit fund of an insurance
company’s general account. The insurance company then credits to a Fund on a monthly basis guaranteed interest, which is
based on an index (such as LIBOR). The funding agreements provide that this guaranteed interest will not be less than a certain
minimum rate. The purchase price paid for a funding agreement becomes part of the general assets of the insurance company. GICs
are considered illiquid securities and will be subject to any limitations on such investments, unless there is an active and substantial
secondary market for the particular instrument and market quotations are readily available. Generally, funding agreements are not
assignable or transferable without the permission of the issuing company, and an active secondary market in some funding agreements
does not currently exist. Investments in GICs are subject to the risks associated with fixed-income instruments generally, and
are specifically subject to the credit risk associated with an investment in the issuing insurance company.
Municipal Obligations
Municipal Obligations are obligations issued by or on behalf
of states, territories, and possessions of the United States and the District of Columbia and their political subdivisions, agencies
and instrumentalities, including municipal utilities, or multi-state agencies or authorities. The interest on Municipal Obligations
is exempt from federal income tax in the opinion of bond counsel to the issuer. Three major classifications of Municipal Obligations
are: Municipal Bonds, that generally have a maturity at the time of issue of one year or more; Municipal Notes, that generally
have a maturity at the time of issue of six months to three years; and Municipal Commercial Paper, that generally has a maturity
at the time of issue of 30 to 270 days.
The term "Municipal Obligations" includes debt obligations
issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports,
bridges, highways, housing, hospitals, mass transportation, schools, streets, water and sewer works, and electric utilities. Other
public purposes for which Municipal Obligations are issued include refunding outstanding obligations, obtaining funds for general
operating expenses, and lending such funds to other public institutions and facilities.
AMT-Subject Bonds.
Industrial development bonds are issued
by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately
operated housing facilities, sports facilities, convention or trade show facilities, airport, mass transit, industrial, port or
parking facilities, air or water pollution control facilities, and certain local facilities for water supply, gas, electricity,
or sewage or solid waste disposal. They are considered to be Municipal Obligations if the interest paid thereon qualifies as exempt
from federal income tax in the opinion of bond counsel to the issuer, even though the interest may be subject to the federal alternative
minimum tax.
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Municipal Bonds. Municipal Bonds may be either "general obligation" or "revenue" issues. General obligation
bonds are secured by the issuer's pledge of its faith, credit, and taxing power for the payment of principal and interest. Revenue
bonds are payable from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds
of a special excise tax or other specific revenue source (e.g., the user of the facilities being financed), but not from the general
taxing power. Industrial development bonds and pollution control bonds in most cases are revenue bonds and generally do not carry
the pledge of the credit of the issuing municipality. The payment of the principal and interest on industrial revenue bonds depends
solely on the ability of the user of the facilities financed by the bonds to meet its financial obligations and the pledge, if
any, of real and personal property so financed as security for such payment. Funds may also invest in "moral obligation"
bonds that are normally issued by special purpose public authorities. If an issuer of moral obligation bonds is unable to meet
its obligations, the repayment of the bonds becomes a moral commitment but not a legal obligation of the state or municipality
in question.
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Municipal Notes. Municipal Notes usually are general obligations of the issuer and are sold in anticipation of a bond sale,
collection of taxes, or receipt of other revenues. Payment of these notes is primarily dependent upon the issuer's receipt of the
anticipated revenues. Other notes include "Construction Loan Notes" issued to provide construction financing for specific
projects, and "Bank Notes" issued by local governmental bodies and agencies to commercial banks as evidence of borrowings.
Some notes ("Project Notes") are issued by local agencies under a program administered by the U.S. Department of Housing
and Urban Development. Project Notes are secured by the full faith and credit of the United States.
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Bond Anticipation Notes ("BANs") are usually general obligations of state and local governmental issuers which are
sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or
bonds. The ability of an issuer to meet its obligations on its BANs is primarily dependent on the issuer's access to the long-term
municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal and interest on
the BANs.
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Tax Anticipation Notes ("TANs") are issued by state and local governments to finance the current operations of such
governments. Repayment is generally to be derived from specific future tax revenues. TANs are usually general obligations of the
issuer. A weakness in an issuer's capacity to raise taxes due to, among other things, a decline in its tax base or a rise in delinquencies,
could adversely affect the issuer's ability to meet its obligations on outstanding TANs.
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Revenue Anticipation Notes ("RANs") are issued by governments or governmental bodies with the expectation that future
revenues from a designated source will be used to repay the notes. In general they also constitute general obligations of the issuer.
A decline in the receipt of projected revenues, such as anticipated revenues from another level of government, could adversely
affect an issuer's ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when
received, be used to meet other obligations could affect the ability of the issuer to pay the principal and interest on RANs.
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Construction Loan Notes are issued to provide construction financing for specific projects. Permanent financing, the proceeds
of which are applied to the payment of construction loan notes, is sometimes provided by a commitment by the Government National
Mortgage Association ("GNMA") to purchase the loan, accompanied by a commitment by the Federal Housing Administration
to insure mortgage advances thereunder. In other instances, permanent financing is provided by commitments of banks to purchase
the loan.
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Bank Notes are notes issued by local governmental bodies and agencies such as those described above to commercial banks as
evidence of borrowings. The purposes for which the notes are issued are varied but they are frequently issued to meet short-term
working-capital or capital-project needs. These notes may have risks similar to the risks associated with TANs and RANs.
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Municipal Commercial Paper. Municipal Commercial Paper refers to short-term obligations of municipalities that may be issued
at a discount and may be referred to as Short-Term Discount Notes. Municipal Commercial Paper is likely to be used to meet seasonal
working capital needs of a municipality or interim construction financing. Generally they are repaid from general revenues of the
municipality or refinanced with long-term debt. In most cases Municipal Commercial Paper is backed by letters of credit, lending
agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions.
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Variable and Floating Rate Obligations. Certain Municipal Obligations, obligations issued or guaranteed by the U.S. Government
or its agencies or instrumentalities, and debt instruments issued by domestic banks or corporations may carry variable or floating
rates of interest. Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market
rates or indices, such as a bank prime rate or tax-exempt money market index. Variable rate notes are adjusted to current interest
rate levels at certain specified times, such as every 30 days. A floating rate note adjusts automatically whenever there is a change
in its base interest rate adjustor, e.g., a change in the prime lending rate or specified interest rate indices. Typically such
instruments carry demand features permitting the fund to redeem at par.
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The fund's right to obtain payment at par on a demand
instrument upon demand could be affected by events occurring between the date the fund elects to redeem the instrument and the
date redemption proceeds are due which affects the ability of the issuer to pay the instrument at par value. The Sub-Advisor monitors
on an ongoing basis the pricing, quality, and liquidity of such instruments and similarly monitors the ability of an issuer of
a demand instrument, including those supported by bank letters of credit or guarantees, to pay principal and interest on demand.
Although the ultimate maturity of such variable rate obligations may exceed one year, the fund treats the maturity of each variable
rate demand obligation as the longer of a) the notice period required before the fund is entitled to payment of the principal amount
through demand or b) the period remaining until the next interest rate adjustment. Floating rate instruments with demand features
are deemed to have a maturity equal to the period remaining until the principal amount can be recovered through demand.
Funds may purchase participation interests in variable
rate Municipal Obligations (such as industrial development bonds). A participation interest gives the purchaser an undivided interest
in the Municipal Obligation in the proportion that its participation interest bears to the total principal amount of the Municipal
Obligation. A fund has the right to demand payment on seven days' notice, for all or any part of the fund's participation interest
in the Municipal Obligation, plus accrued interest. Each participation interest is backed by an irrevocable letter of credit or
guarantee of a bank. Banks will retain a service and letter of credit fee and a fee for issuing repurchase commitments in an amount
equal to the excess of the interest paid on the Municipal Obligations over the negotiated yield at which the instruments were purchased
by the fund.
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·
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Stand-By Commitments. Funds may acquire stand-by commitments with respect to municipal obligations held in their respective
portfolios. Under a stand-by commitment, a broker-dealer, dealer, or bank would agree to purchase, at the relevant funds' option,
a specified municipal security at a specified price. Thus, a stand-by commitment may be viewed as the equivalent of a put option
acquired by a fund with respect to a particular municipal security held in the fund's portfolio.
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The amount payable to a fund upon its exercise of
a stand-by commitment normally would be 1) the acquisition cost of the municipal security (excluding any accrued interest that
the fund paid on the acquisition), less any amortized market premium or plus any amortized market or original issue discount during
the period the fund owned the security, plus, 2) all interest accrued on the security since the last interest payment date during
the period the security was owned by the fund. Absent unusual circumstances, the fund would value the underlying municipal security
at amortized cost. As a result, the amount payable by the broker-dealer, dealer or bank during the time a stand-by commitment is
exercisable would be substantially the same as the value of the underlying municipal obligation.
A fund's right to exercise a stand-by commitment would
be unconditional and unqualified. Although a fund could not transfer a stand-by commitment, it could sell the underlying municipal
security to a third party at any time. It is expected that stand-by commitments generally will be available to the funds without
the payment of any direct or indirect consideration. The funds may, however, pay for stand-by commitments if such action is deemed
necessary. In any event, the total amount paid for outstanding stand-by commitments held in a fund's portfolio would not exceed
0.50% of the value of a fund's total assets calculated immediately after each stand-by commitment is acquired.
The funds intend to enter into stand-by commitments
only with broker-dealers, dealers, or banks that their Sub-Advisors believe present minimum credit risks. A fund's ability to exercise
a stand-by commitment will depend upon the ability of the issuing institution to pay for the underlying securities at the time
the stand-by commitment is exercised. The credit of each institution issuing a stand-by commitment to a fund will be evaluated
on an ongoing basis by the Sub-Advisor.
A fund intends to acquire stand-by commitments solely
to facilitate portfolio liquidity and does not intend to exercise its right thereunder for trading purposes. The acquisition of
a stand-by commitment would not affect the valuation of the underlying municipal security. Each stand-by commitment will be valued
at zero in determining net asset value. Should a fund pay directly or indirectly for a stand-by commitment, its costs will be reflected
in realized gain or loss when the commitment is exercised or expires. The maturity of a municipal security purchased by a fund
will not be considered shortened by any stand-by commitment to which the obligation is subject. Thus, stand-by commitments will
not affect the dollar-weighted average maturity of a fund's portfolio.
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·
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Other Municipal Obligations. Other kinds of Municipal Obligations are occasionally available in the marketplace, and the fund
may invest in such other kinds of obligations to the extent consistent with its investment objective and limitations. Such obligations
may be issued for different purposes and with different security than those mentioned above.
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·
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Risks of Municipal Obligations. The yields on Municipal Obligations are dependent on a variety of factors, including general
economic and monetary conditions, money market factors, conditions in the Municipal Obligations market, size of a particular offering,
maturity of the obligation, and rating of the issue. The fund's ability to achieve its investment objective also depends on the
continuing ability of the issuers of the Municipal Obligations in which it invests to meet their obligation for the payment of
interest and principal when due.
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Municipal Obligations are subject to the provisions
of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act. They
are also subject to federal or state laws, if any, which extend the time for payment of principal or interest, or both, or impose
other constraints upon enforcement of such obligations or upon municipalities to levy taxes. The power or ability of issuers to
pay, when due, principal of and interest on Municipal Obligations may also be materially affected by the results of litigation
or other conditions.
From time to time, proposals have been introduced
before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on Municipal Obligations.
It may be expected that similar proposals will be introduced in the future. If such a proposal was enacted, the ability of the
fund to pay "exempt interest" dividends may be adversely affected. The fund would reevaluate its investment objective
and policies and consider changes in its structure.
Other Investment Companies
Each Fund may invest in the securities of investment companies,
subject to its fundamental and non-fundamental investment restrictions. Securities of other investment companies, including shares
of closed-end investment companies, unit investment trusts, various exchange-traded funds ("ETFs"), and other open-end
investment companies, represent interests in professionally managed portfolios that may invest in a variety of instruments. Certain
types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange
or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but
may also be traded in the secondary market. ETFs are often structured to perform in a similar fashion to a broad-based securities
index. Investing in ETFs involves substantially the same risks as investing directly in the underlying instruments. In addition,
ETFs involve the risk that they will not perform in exactly the same fashion, or in response to the same factors, as the index
or underlying instruments.
As a shareholder in an investment company, a Fund would bear
its ratable share of that entity's expenses, including its advisory and administrative fees. The Fund would also continue to pay
its own advisory fees and other expenses. Consequently, the Fund and its shareholders would, in effect, absorb two levels of fees
with respect to investments in other investment companies.
Bank Loans (also known as Senior Floating Rate Interests)
Bank loans typically hold the most senior position in the capital
structure of a business entity (the “Borrower”), are typically secured by specific collateral, and have a claim on
the assets and/or stock of the Borrower that is senior to that held by unsecured subordinated debtholders and stockholders of the
Borrower. Bank loans are typically structured and administered by a financial institution that acts as the agent of the lenders
participating in the bank loan. Bank loans are typically rated below-investment-grade, which means they are more likely to default
than investment-grade loans (they could also be unrated but of comparable quality). A default could lead to non-payment of income
which would result in a reduction of income to the fund and there can be no assurance that the liquidation of any collateral would
satisfy the Borrower’s obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral
could be readily liquidated.
The secondary market for loans may be subject to irregular trading
activity, wide bid/ask spreads and extended trade settlement periods, which may cause the fund to be unable to realize full value
and thus cause a material decline in the fund's net asset value.
Bank loans pay interest at rates which are periodically reset
by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated
U.S. bank or the London InterBank Offered Rate (LIBOR) or the prime rate offered by one or more major United States banks.
Bank loans generally are subject to mandatory and/or optional
prepayment. Because of these mandatory prepayment conditions and because there may be significant economic incentives for the Borrower
to repay, prepayments of senior floating rate interests may occur.
Variable and Floating Rate Instruments
The Funds may purchase variable and floating rate instruments.
These instruments may include variable amount master demand notes that permit the indebtedness thereunder to vary in addition to
providing for periodic adjustments in the interest rate. These instruments may also include leveraged inverse floating rate debt
instruments, or “inverse floaters”. The interest rate of an inverse floater resets in the opposite direction from the
market rate of interest on a security or interest to which it is related. An inverse floater may be considered to be leveraged
to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest,
and is subject to many of the same risks as derivatives. The higher degree of leverage inherent in inverse floaters is associated
with greater volatility in their market values. Certain of these investments may be illiquid. The absence of an active secondary
market with respect to these investments could make it difficult for a Fund to dispose of a variable or floating rate note if the
issuer defaulted on its payment obligation or during periods that a Fund is not entitled to exercise its demand rights, and a Fund
could, for these or other reasons, suffer a loss with respect to such instruments.
Warrants and Rights
The Funds may invest in warrants and rights. A warrant is an
instrument that gives the holder a right to purchase a given number of shares of a particular security at a specified price until
a stated expiration date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of equivalent
amounts in the underlying common stock. The market value of a warrant does not necessarily move with the value of the underlying
securities. If a holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying
security does not, before the expiration date, exceed the exercise price of the warrant. Investment in warrants is a speculative
activity. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect
to the assets of the issuer. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of
a new issue of common stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable
and entitle the holder to buy the new common stock at a lower price than the public offering price.
Pay-in-Kind Securities
The Funds may invest in pay-in-kind securities. Pay-in-kind
securities pay dividends or interest in the form of additional securities of the issuer, rather than in cash. These securities
are usually issued and traded at a discount from their face amounts. The amount of the discount varies depending on various factors,
such as the time remaining until maturity of the securities, prevailing interest rates, the liquidity of the security and the perceived
credit quality of the issuer. The market prices of pay-in-kind securities generally are more volatile than the market prices of
securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than are other
types of securities having similar maturities and credit quality.
Trust Preferred Securities
Funds may invest in trust preferred securities. Trust preferred
securities can have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are
issued by a trust that is wholly-owned by a financial institution or other corporate entity, typically a bank holding company.
The financial institution creates the trust and owns the trust’s common securities. The trust uses the sale proceeds of its
preferred securities to purchase, for example, subordinated debt issued by the financial institution. The financial institution
uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from
the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the
holders of the trust preferred securities. The primary advantage of this structure may be that the trust preferred securities are
treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.
Trust preferred securities typically bear a market rate coupon
comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities,
early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred
securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial
institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust
preferred securities may be issued in reliance on Rule 144A under the 1933 Act and subject to restrictions on resale. There can
be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a fund, to sell their holdings.
The condition of the financial institution can be looked to identify the risks of trust preferred securities as the trust typically
has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest
payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a fund.
Corporate Reorganizations
Funds may invest in securities for which a tender or exchange
offer has been made or announced and in securities of companies for which a merger, consolidation, liquidation or reorganization
proposal has been announced if, in the judgment of the Sub-Advisor, there is a reasonable prospect of capital appreciation significantly
greater than the brokerage and other transaction expenses involved. The primary risk of such investments is that if the contemplated
transaction is abandoned, revised, delayed or becomes subject to unanticipated uncertainties, the market price of the securities
may decline below the purchase price paid by a fund.
In general, securities which are the subject of such an offer
or proposal sell at a premium to their historic market price immediately prior to the announcement of the offer or proposal. However,
the increased market price of such securities may discount what the stated or appraised value of the security would be if the contemplated
transaction were approved or consummated. Such investments may be advantageous when the discount significantly overstates the risk
of the contingencies involved; significantly undervalues the securities, assets or cash to be
received by shareholders of the prospective company as a result
of the contemplated transaction; or fails adequately to recognize the possibility that the offer or proposal may be replaced or
superseded by an offer or proposal of greater value. The evaluation of such contingencies requires unusually broad knowledge and
experience on the part of the Sub-Advisor, which must appraise not only the value of the issuer and its component businesses, but
also the financial resources and business motivation of the offer or proposal as well as the dynamics of the business climate when
the offer or proposal is in process.
Step-Coupon Securities
The Funds may invest in step-coupon securities. Step-coupon
securities trade at a discount from their face value and pay coupon interest. The coupon rate is low for an initial period and
then increases to a higher coupon rate thereafter. Market values of these types of securities generally fluctuate in response to
changes in interest rates to a greater degree than conventional interest-paying securities of comparable term and quality. Under
many market conditions, investments in such securities may be illiquid, making it difficult for a Fund to dispose of them or determine
their current value.
“Stripped” Securities
The Funds may invest in stripped securities, which are usually
structured with two or more classes that receive different proportions of the interest and principal distribution on a pool of
U.S. government or foreign government securities or mortgage assets. In some cases, one class will receive all of the interest
(the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO”
class). Stripped securities commonly have greater market volatility than other types of fixed-income securities. In the case of
stripped mortgage securities, if the underlying mortgage assets experience greater than anticipated payments of principal, a Fund
may fail to recoup fully its investments in IOs. Stripped securities may be illiquid. Stripped securities may be considered derivative
securities.
Supranational Entities
The Funds may invest in obligations of supranational entities.
A supranational entity is an entity designated or supported by national governments to promote economic reconstruction, development
or trade amongst nations. Examples of supranational entities include the International Bank for Reconstruction and Development
(also known as the World Bank) and the European Investment Bank. Obligations of supranational entities are subject to the risk
that the governments on whose support the entity depends for its financial backing or repayment may be unable or unwilling to provide
that support. Obligations of a supranational entity that are denominated in foreign currencies will also be subject to the risks
associated with investments in foreign currencies.
Synthetic Securities
Incidental to other transactions in fixed income securities
and/or for investment purposes, a Fund also may combine options on securities with cash, cash equivalent investments or other fixed
income securities in order to create “synthetic” securities which approximate desired risk and return profiles. This
may be done where a “non-synthetic” security having the desired risk/return profile either is unavailable (e.g., short-term
securities of certain non-U.S. governments) or possesses undesirable characteristics (e.g., interest payments on the security would
be subject to non-U.S. withholding taxes). A Fund also may purchase forward non-U.S. exchange contracts in conjunction with U.S.
dollar-denominated securities in order to create a synthetic non-U.S. currency denominated security which approximates desired
risk and return characteristics where the non-synthetic securities either are not available in non-U.S. markets or possess undesirable
characteristics. The use of synthetic bonds and other synthetic securities may involve risks different from, or potentially greater
than, risks associated with direct investments in securities and other assets. Synthetic securities may increase other Fund risks,
including market risk, liquidity risk, and credit risk, and their value may or may not correlate with the value of the relevant
underlying asset.
Interfund Lending and Borrowing
The SEC has granted an exemption permitting Principal Funds
to borrow money from and lend money to each other for temporary or emergency purposes. The loans are subject to a number of conditions
designed to ensure fair and equitable treatment of all participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which
bank loans would be available to any of the participating funds under a loan agreement; and (2) no fund may lend money through
the program unless it receives a more favorable return than that available from an investment in overnight repurchase agreements.
In addition, a fund may participate in the program only if and to the extent that such participation is consistent with a fund's
investment objectives and policies. Interfund loans and borrowings have a maximum duration of seven days.
Loans may be called on one day's notice.
A fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment
to a lending fund could result in a lost investment opportunity or additional costs. The Board is responsible for overseeing and
periodically reviewing the interfund lending program.
Portfolio Turnover
Portfolio turnover is a measure of how frequently a portfolio's
securities are bought and sold. The portfolio turnover rate is generally calculated as the dollar value of the lesser of a portfolio's
purchases or sales of shares of securities during a given year, divided by the monthly average value of the portfolio securities
during that year (excluding securities whose maturity or expiration at the time of acquisition were less than one year). For example,
a portfolio reporting a 100% portfolio turnover rate would have purchased and sold securities worth as much as the monthly average
value of its portfolio securities during the year.
It is not possible to predict future turnover rates with accuracy.
Many variable factors are outside the control of a portfolio manager. The investment outlook for the securities in which a portfolio
may invest may change as a result of unexpected developments in securities markets, economic or monetary policies, or political
relationships. High market volatility may result in a portfolio manager using a more active trading strategy than might otherwise
be employed. Each portfolio manager considers the economic effects of portfolio turnover but generally does not treat the portfolio
turnover rate as a limiting factor in making investment decisions.
Sale of shares by investors may require the liquidation of portfolio
securities to meet cash flow needs. In addition, changes in a particular portfolio's holdings may be made whenever the portfolio
manager considers that a security is no longer appropriate for the portfolio or that another security represents a relatively greater
opportunity. Such changes may be made without regard to the length of time that a security has been held.
Higher portfolio turnover rates generally increase transaction
costs that are expenses of the Account. Active trading may generate short-term gains (losses) for taxable shareholders.
The following Fund had significant variation in portfolio turnover
rates over the two most recently completed fiscal years:
Fund
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2012
Turnover
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2011
Turnover
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Comments
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Small-MidCap Dividend Income
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19.1%
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43.5%
(1)
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Turnover was elevated during
2011 because the Fund had just commenced operations and had substantial new cash flows.
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(1)
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From June 6, 2011, date operations commenced, through
August 31, 2011, the Fund's annualized portfolio turnover
rate was 43.5% of the average value of its portfolio.
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Leadership Structure and Board
of Directors
Overall responsibility for directing the business and affairs
of PFI rests with the Board of Directors, who are elected by PFI's shareholders. In addition to serving on the Board of PFI, each
Director serves on the Board of Principal Variable Contracts Funds, Inc. (“PVC”). The Board is responsible for overseeing
the operations of PFI in accordance with the provisions of the 1940 Act, other applicable laws and PFI’s charter. The Board
elects the officers of PFI to supervise its day-to-day operations. The Board meets in regularly scheduled meetings eight times
throughout the year. Board meetings may occur in-person or by telephone. In addition, the Board holds special in-person or telephonic
meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. Board
members who are Independent Directors meet annually to consider renewal of PFI's advisory contracts. The Board is currently composed
of eleven members, nine of whom are Independent Directors. Each Director has significant prior senior management and/or board
experience.
The Chairman of the Board is an interested person of PFI. The
Independent Directors of PFI have appointed a lead Independent Director whose role is to review and approve, with the Chairman,
the agenda for each Board meeting and facilitate communication among PFI's Independent Directors as well as communication between
the Independent Directors, management of PFI and the full Board. PFI has determined that the Board's leadership structure is appropriate
given the characteristics and circumstances of PFI, including such items as the number of series or portfolios that comprise PFI,
the variety of asset classes those series reflect, the net assets of PFI, the committee structure of the Board and the distribution
arrangements of PFI. The appropriateness of this structure is enhanced by PFI’s Board Committees, which are described
below, and the allocation of responsibilities among them.
The Directors were selected to serve and continue on the Board
based upon their skills, experience, judgment, analytical ability, diligence and ability to work effectively with other Board members,
a commitment to the interests of shareholders and, for each Independent Director, a demonstrated willingness to take an independent
and questioning view of management. In addition to these general qualifications, the Board seeks members who will build upon the
diversity of the Board. In addition to those qualifications, the following is a brief discussion of the specific education, experience,
qualifications, or skills that led to the conclusion that each person identified below should serve as a Director for PFI. As required
by rules the SEC has adopted under the 1940 Act, PFI's Independent Directors select and nominate all candidates for Independent
Director positions.
Independent Directors
Elizabeth Ballantine.
Ms. Ballantine has served as a
director of PFI and PVC since 2004. Through her professional training and experience as an attorney and her experience as a director
of Principal Funds, investment consultant and a director, Ms. Ballantine is experienced in financial, investment and regulatory
matters.
Leroy T. Barnes
. Mr. Barnes has served as a director
of PFI and PVC since 2012. From 2001-2005, Mr. Barnes served as Vice President and Treasurer of PG&E Corporation. From 1997-2001,
Mr. Barnes served as Vice President and Treasurer of Gap, Inc. Through his education and employment experience and experience as
a director, Mr. Barnes is experienced with financial, accounting, regulatory and investment matters.
Kristianne Blake.
Ms. Blake has served as a Director
of PFI and PVC since 2007. From 1998-2007, she served as a Trustee of the WM Group of Funds. Ms. Blake has been a director of the
Russell Investment Funds since 2000. Through her education, experience as a director of mutual funds and employment experience,
Ms. Blake is experienced with financial, accounting, regulatory and investment matters.
Craig Damos.
Mr. Damos has served as a Director of PFI
and PVC since 2008. Since 2011, Mr. Damos has served as the President of The Damos Company (consulting services). Mr. Damos served
as President and Chief Executive Officer of Weitz Company from 2006-2010 and Vertical Growth Officer from 2004-2006. From 2000-2004,
he served as the Chief Financial Officer of Weitz Company. From 2005-2008, Mr. Damos served as a director of West Bank. Through
his education, experience as a director of Principal Funds and employment experience, Mr. Damos is experienced with financial,
accounting, regulatory and investment matters.
Mark A. Grimmett.
Mr. Grimmett has served as a Director
of PFI and PVC since 2004. He is a certified public accountant. Since 1996, Mr. Grimmett has served as the Chief Financial Officer
for Merle Norman Cosmetics, Inc. Through his service as a director of Principal Funds, his education and his employment experience,
Mr. Grimmett is experienced with financial, accounting, regulatory and investment matters.
Fritz Hirsch.
Mr. Hirsch has served as a Director of
PFI and PVC since 2005. From 1983-1985, he served as Chief Financial Officer of Sassy, Inc. From 1986-2009, Mr. Hirsch served as
President and Chief Executive Officer of Sassy, Inc. Since 2011, Mr. Hirsch serves as CEO of MAM USA. Through his experience as
a director of the Principal Funds and employment experience, Mr. Hirsch is experienced with financial, accounting, regulatory and
investment matters.
Tao Huang.
Mr. Huang has served as a director of PFI
and PVC since 2012. From 1996-2000, Mr. Huang served as Chief Technology Officer of Morningstar, Inc. and from 1998-2000 as President
of the International Division of Morningstar. From 2000-2011, Mr. Huang served as Chief Operating Officer of Morningstar. Through
his education and employment experience, Mr. Huang is experienced with technology, financial, regulatory and investment matters.
William Kimball.
Mr. Kimball has served as a Director
of PFI and PVC since 2000. From 1998-2004, Mr. Kimball served as Chairman and CEO of Medicap Pharmacies, Inc. Prior to 1998, he
served as President and CEO of Medicap. Since 2004, Mr. Kimball has served as director of Casey's General Stores, Inc. Through
his experience as a director of the Principal Funds and his employment experience, Mr. Kimball is experienced with financial, regulatory
and investment matters.
Daniel Pavelich.
Mr. Pavelich has served as a Director
of PFI and PVC since 2007. From 1998-2007, Mr. Pavelich served as a Trustee of the WM Group of Funds. From 1996-1999, he served
as Chairman and CEO of BDO and as its Chairman from 1994-1996. Through his education, experience as a director of mutual funds
and his employment experience, Mr. Pavelich is experienced with financial, accounting, regulatory and investment matters.
Interested Directors
Michael J. Beer.
Mr. Beer has served as a Director of
PFI and PVC since 2012. Mr. Beer has served as Executive Vice President of PFI and PVC since 2001 and as Executive Vice President
(since 2002), Chief Operating Officer (since 2006) and a director of PMC. Since 2007, Mr. Beer has served as the President
and a director of Princor and PSS since 2007. Prior to working for Principal, Mr. Beer worked for Wells Fargo and Deloitte Touche.
Through his education and employment experience, Mr. Beer is experienced with financial, accounting, regulatory and investment
matters.
Nora M. Everett.
Ms. Everett has served as a Director
of PFI and PVC since 2008. From 2004-2008, Ms. Everett was Senior Vice President and Deputy General Counsel at Principal Financial
Group, Inc. From 2001-2004, she was Vice President and Counsel at Principal Financial Group. Through her professional training,
experience as an attorney, her service as a director of Principal Funds and her employment experience, Ms. Everett is experienced
with financial, regulatory and investment matters.
Risk oversight forms part of the Board's general oversight of
PFI and is addressed as part of various Board and Committee activities. As part of its regular oversight of PFI, the Board, directly
or through a Committee, interacts with and reviews reports from, among others, Fund management, sub-advisors, PFI's Chief Compliance
Officer, the independent registered public accounting firm for PFI, and internal auditors for PMC or its affiliates, as appropriate,
regarding risks faced by PFI. The Board, with the assistance of Fund management and PMC, reviews investment policies and risks
in connection with its review of PFI's performance. The Board has appointed a Chief Compliance Officer who oversees the implementation
and testing of PFI's compliance program and reports to the Board regarding compliance matters for PFI and its principal service
providers. In addition, as part of the Board's periodic review of PFI's advisory, sub-advisory and other service provider agreements,
the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect
to valuation, the Board oversees a PMC valuation committee comprised of PFI officers and officers of PMC and has approved and periodically
reviews valuation policies applicable to valuing PFI's shares.
The Board has established the following committees and the membership
of each committee to assist in its oversight functions, including its oversight of the risks PFI faces.
Committee membership is identified on the following pages. Each
committee must report its activities to the Board on a regular basis. As used in this SAI, the “Fund Complex” refers
to all series of Principal Funds, Inc. (including those not contained in this SAI) and Principal Variable Contracts Funds, Inc.
Audit Committee
The primary purpose of the Committee is to assist the Board
in fulfilling certain of its responsibilities. The Audit Committee serves as an independent and objective party to monitor the
Fund Complex's accounting policies, financial reporting and internal control system, as well as the work of the independent registered
public accountants. The Audit Committee assists Board oversight of 1) the integrity of the Fund Complex's financial statements;
2) the Fund Complex's compliance with certain legal and regulatory requirements; 3) the independent registered public accountants'
qualifications and independence; and 4) the performance of the Fund Complex's independent registered public accountants. The Audit
Committee also provides an open avenue of communication among the independent registered public accountants, the Manager's internal
auditors, Fund Complex management, and the Board. The Audit Committee held five meetings during the last fiscal year.
Executive Committee
The Committee's primary purpose is to exercise certain powers
of the Board when the Board is not in session. When the Board is not in session, the Committee may exercise all powers of the Board
in the management of the business of the Fund Complex except the power to 1) authorize dividends or distributions on stock; 2)
issue stock, except as permitted by law 3) recommend to the stockholders any action which requires stockholder approval; 4) amend
the bylaws; or 5) approve any merger or share exchange which does not require stockholder approval. The Executive Committee held
no meetings during the last fiscal year.
Nominating and Governance Committee
The primary purpose of the Nominating and Governance Committee
is to oversee the structure and efficiency of the Board and the committees established by the Board. The Committee responsibilities
include evaluating Board membership and functions, committee membership and functions, insurance coverage, and legal matters.
The nominating functions of the Nominating and Governance Committee
include selecting and nominating all candidates who are not "interested persons" of the Fund Complex for election to
the Board. Generally, the Committee requests director nominee suggestions from the committee members and management. In addition,
the
Committee will consider Director candidates recommended
by shareholders of the Fund Complex. Recommendations should be submitted in writing to Principal Funds, Inc. at 650 8th Street,
Des Moines, Iowa 50392. When evaluating a person as a potential nominee to serve as an Independent Director, the Committee will
generally consider, among other factors: age; education; relevant business experience; geographical factors; whether the person
is "independent" and otherwise qualified under applicable laws and regulations to serve as a director; and whether the
person is willing to serve, and willing and able to commit the time necessary for attendance at meetings and the performance of
the duties of an independent director. The Committee also meets personally with the nominees and conducts a reference check. The
final decision is based on a combination of factors, including the strengths and the experience an individual may bring to the
Board. The Committee believes the Board generally benefits from diversity of background, experience and views among its members,
and considers these factors in evaluating the composition of the Board. The Board does not use regularly the services of any professional
search firms to identify or evaluate or assist in identifying or evaluating potential candidates or nominees. The Nominating and
Governance Committee held five meetings during the last fiscal year.
Operations Committee
The Committee's primary purpose is to oversee the provision
of administrative and distribution services to the Fund Complex, communications with the Fund Complex's shareholders, and review
and oversight of the Fund Complex's operations. The Operations Committee held four meetings during the last fiscal year.
Management Information
The following table presents certain information regarding the
Directors of the Fund, including their principal occupations which, unless specific dates are shown, are of more than five years
duration. In addition, the table includes information concerning other directorships held by each Director in reporting companies
under the Securities Exchange Act of 1934 or registered investment companies under the 1940 Act. Information is listed separately
for those Directors who are “interested persons” (as defined in the 1940 Act) of the Fund (the “Interested Directors”)
and those Directors who are Independent Directors. All Directors serve as directors for each of the two investment companies sponsored
by Principal Life Insurance Company (“Principal Life”): the Fund and Principal Variable Contracts Funds, Inc.
The following directors are considered to be Independent Directors.
Name, Address,
and Year of Birth
|
Position(s) Held
with Fund
|
Length
of Time
Served as
Director
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in Fund Complex
Overseen by
Director
|
Other Directorships
Held by Director During Past
5 Years
|
Elizabeth Ballantine
711 High Street
Des Moines, Iowa 50392
1948
|
Director
Member Nominating and Governance Committee
|
Since 2004
|
Principal, EBA Associates
(consulting and investments)
|
100
|
Durango Herald, Inc.;
McClatchy
Newspapers, Inc.
|
|
|
|
|
|
|
Leroy T. Barnes, Jr.
711 High Street
Des Moines, Iowa 50392
1951
|
Director
Member Audit Committee
|
Since 2012
|
Retired
|
100
|
McClatchy Newspapers, Inc.;
Herbalife Ltd.; Frontier Communications, Inc.; Longs Drug Stores
|
|
|
|
|
|
|
Kristianne Blake
711 High Street
Des Moines, Iowa 50392
1954
|
Director
Member Operations Committee
|
Since 2007
|
President, Kristianne Gates Blake, P.S. (personal
financial and tax planning)
|
100
|
Avista Corporation (energy);
Russell Investment Company*
Russell Investment Funds*
(50 portfolios overseen)
|
|
|
|
|
|
|
Craig Damos
711 High Street
Des Moines, Iowa 50392
1954
|
Director
Member Audit Committee
|
Since 2008
|
President, The Damos Company (consulting services).
Formerly Chairman/CEO/ President and Vertical Growth Officer, and The Weitz Company (general construction)
|
100
|
Hardin Construction Company
|
|
|
|
|
|
|
Mark A. Grimmett
711 High Street
Des Moines, Iowa 50392
1960
|
Director
Member Executive Committee
Member Nominating and Governance Committee
|
Since 2004
|
Executive Vice President and CFO, Merle Norman
Cosmetics, Inc. (cosmetics manufacturing)
|
100
|
None
|
Name, Address,
and Year of Birth
|
Position(s) Held
with Fund
|
Length
of Time
Served as
Director
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in Fund Complex
Overseen by
Director
|
Other Directorships
Held by Director During Past
5 Years
|
Fritz S. Hirsch
711 High Street
Des Moines, Iowa 50392
1951
|
Director
Member Operations Committee
|
Since 2005
|
CEO, MAM USA (manufacturer of infant and juvenile
products). Formerly President, Sassy, Inc.
(manufacturer of infant and juvenile products)
|
100
|
Focus Products Group (housewares)
|
|
|
|
|
|
|
Tao Huang
711 High Street
Des Moines, Iowa 50392
1962
|
Director
Member Operations Committee
|
Since 2012
|
Formerly, Chief Operating Officer, Morningstar,
Inc. (investment research)
|
100
|
Armstrong World Industries,
Inc. (manufacturing)
|
|
|
|
|
|
|
William C. Kimball
711 High Street
Des Moines, Iowa 50392
1947
|
Director
Member Nominating and Governance Committee
|
Since 2000
|
Partner, Kimball – Porter Investments
L.L.C.
|
100
|
Casey's General Stores
|
|
|
|
|
|
|
Daniel Pavelich
711 High Street
Des Moines, Iowa 50392
1944
|
Director
Member Audit Committee
|
Since 2007
|
Retired
|
100
|
Catalytic, Inc.
(offshore software development)
|
|
|
|
|
*
|
The Fund and the funds of Russell Investment Funds and Russell Investment Company have one or more common sub-advisors
.
|
The following directors are considered to be Interested
Directors because they are affiliated persons of Principal Management Corporation (“Principal” or the “Manager”),
Principal Funds Distributor, Inc. (“PFD” or “the “Distributor”) and/or the Fund’s principal
underwriter, or Princor Financial Services Corporation (“Princor”), the Fund’s former principal underwriter.
Name, Address,
and Year of Birth
|
Position(s)
Held
with Fund
|
Length of
Time
Served
|
Positions with the Manager
and its affiliates;
Principal Occupation(s)
During Past 5 Years**
|
Number of
Portfolios in
Fund
Complex
Overseen
by Director
|
Other
Directorships
Held by
Director During Past
5 Years
|
Michael J. Beer
711 High Street
Des Moines, Iowa 50392
1961
|
Director
Executive Vice
President
Member Executive Committee
|
Since 2012
Since 2001
|
Executive Vice President and Chief Operating Officer, PMC. Executive Vice President, PFD (since 2006). President, Princor, PSS (since 2007). Director, PMC (since 2006), Princor, and PSS (since 2007). Vice President – Mutual Funds and Broker Dealer, PLIC.
|
100
|
None
|
|
|
|
|
|
|
Nora M. Everett
711 High Street
Des Moines,
Iowa 50392
1959
|
Chief Executive Officer
President
Director
Member Executive
Committee
Chair
|
Since 2010
Since 2008
Since 2008
Since 2012
|
President and Director, PMC (since 2008). Director, PFD (since
2008), Princor (since 2008), PSS (since 2008), and Edge (since 2008). Chief Executive Officer, Princor (since 2009). Senior Vice
President/ Retirement & Investors Services, PLIC.
|
100
|
None
|
|
**
|
Abbreviations used in this table:
|
|
·
|
Columbus Circle Investors (CCI)
|
|
·
|
Edge Asset Management, Inc. (Edge)
|
|
·
|
Princor Financial Services Corporation (Princor)
|
|
·
|
Principal Funds Distributor, Inc. (PFD)
|
|
·
|
Principal Global Investors, LLC (PGI)
|
|
·
|
Principal Life Insurance Company (PLIC)
|
|
·
|
Principal Management Corporation (PMC)
|
|
·
|
Principal Real Estate Investors, LLC (PREI)
|
|
·
|
Principal Shareholder Services, Inc. (PSS)
|
|
·
|
Spectrum Asset Management, Inc. (Spectrum)
|
Officers of the Fund
The following table presents certain information regarding the
officers of the Fund, including their principal occupations which, unless specific dates are shown, are of more than five years
duration. Officers serve at the pleasure of the Board of Directors. Each officer of the Fund has the same position with Principal
Variable Contracts Funds, Inc. Information about Michael J. Beer and Nora M. Everett is included in the table for Interested Directors.
Name, Address
and Year of Birth
|
Position(s) Held
with Fund and
Length of Time Served
|
Positions with the Manager and its Affiliates;
Principal Occupations During Past 5 Years**
|
Randy L. Bergstrom
711 High Street
Des Moines, Iowa 50392
1955
|
Assistant Tax Counsel
(since 2005)
|
Counsel, PGI (since 2006) and PLIC.
|
|
|
|
David J. Brown
711 High Street
Des Moines, Iowa 50392
1960
|
Chief Compliance Officer
(since 2004)
|
Senior Vice President, PMC, PFD (since 2006), Princor, and PSS (since 2007). Vice President/Compliance, PLIC.
|
|
|
|
Jill R. Brown
1100 Investment Boulevard, Ste 200
El Dorado Hills, CA 95762
1967
|
Senior Vice President
(since 2007)
|
Senior Vice President, PMC, Princor, and PSS (since 2007). President, PFD (since 2010). Prior thereto, Senior Vice President and Chief Financial Officer, PFD (2006-2010).
|
|
|
|
Teresa M. Button
711 High Street
Des Moines, Iowa 50392
1963
|
Treasurer
(since 2011)
|
Treasurer (since 2011) for PMC, Princor, PSS, and Spectrum. Vice President and Treasurer since 2011 for PFD, PGI, PREI and Edge. Vice President and Treasurer, PLIC.
|
|
|
|
Cary Fuchs
1100 Investment Boulevard, Ste 200
El Dorado Hills, CA 95762
1957
|
Senior Vice President of Distribution (since 2007)
|
Chief Operating Officer, PFD (since 2010). President, PFD (2007-2010). Senior Vice President/Mutual Fund Operations, PSS (since 2009). Vice President/Mutual Fund Operations, PSS (2007-2009). Director – Transfer Agent & Administrative Services, PLIC. Prior thereto, First Vice President, WM Shareholder Services and WM Funds Distributor, Inc.
|
|
|
|
Ernest H. Gillum
711 High Street
Des Moines, Iowa 50392
1955
|
Vice President (since 2000)
Assistant Secretary
(since 1993)
|
Vice President and Chief Compliance Officer, PMC. Vice President, Princor, and PSS (since 2007).
|
|
|
|
Patrick A. Kirchner
711 High Street
Des Moines, Iowa 50392
1960
|
Assistant Counsel
(since 2002)
|
Assistant General Counsel, PMC (since 2008), Princor (since 2008), and PGI (since 2008) and PLIC.
|
|
|
|
Carolyn F. Kolks
711 High Street
Des Moines, Iowa 50392
1962
|
Assistant Tax Counsel
(since 2005)
|
Counsel, PGI and PLIC.
|
|
|
|
Jennifer A. Mills
711 High Street
Des Moines, IA 50392
1973
|
Assistant Counsel
(since 2010)
|
Counsel, PMC (since 2009), PFD (since 2009), Princor (since 2009), PSS (since 2009), and PLIC (since 2006).
|
|
|
|
Layne A. Rasmussen
711 High Street
Des Moines, Iowa 50392
1958
|
Chief Financial Officer (since 2008)
Vice President (since 2005)
Controller (since 2000)
|
Vice President and Controller – Mutual Funds, PMC.
|
|
|
|
Michael D. Roughton
711 High Street
Des Moines, Iowa 50392
1951
|
Counsel
(since 1990)
|
Senior Vice President and Associate General Counsel, PMC and Princor. Senior Vice President and Counsel, PFD (since 2006), PSS (since 2007). Vice President and Associate General Counsel, PLIC.
|
|
|
|
Name, Address
and Year of Birth
|
Position(s) Held
with Fund and
Length of Time Served
|
Positions with the Manager and its Affiliates;
Principal Occupations During Past 5 Years**
|
Adam U. Shaikh
711 High Street
Des Moines, Iowa 50392
1972
|
Assistant Counsel
(since 2006)
|
Counsel, PMC (since 2007), PFD (since 2007), Princor (since 2007), PSS (since 2007) and PLIC (since 2006).
|
|
|
|
Dan L. Westholm
711 High Street
Des Moines, Iowa 50392
1966
|
Assistant Treasurer
(since 2006)
|
Director – Treasury, PMC, Princor (2008-2009), PSS (since 2007), and PLIC.
|
|
|
|
Beth C. Wilson
711 High Street
Des Moines, Iowa 50392
1956
|
Vice President and Secretary (since 2007)
|
Vice President, PMC (since 2007) and Princor (2007-2009). Prior thereto, Segment Business Manager for Pella Corp.
|
|
**
|
Abbreviations used in this table:
|
|
·
|
Columbus Circle Investors (CCI)
|
|
·
|
Edge Asset Management, Inc. (Edge)
|
|
·
|
Princor Financial Services Corporation (Princor)
|
|
·
|
Principal Funds Distributor, Inc. (PFD)
|
|
·
|
Principal Global Investors, LLC (PGI)
|
|
·
|
Principal Life Insurance Company (PLIC)
|
|
·
|
Principal Management Corporation (PMC)
|
|
·
|
Principal Real Estate Investors, LLC (PREI)
|
|
·
|
Principal Shareholder Services, Inc. (PSS)
|
|
·
|
Spectrum Asset Management, Inc. (Spectrum)
|
The following tables set forth the aggregate dollar range of
the equity securities of the mutual funds within the Fund Complex which were
beneficially
owned
by the Directors as of December 31, 2011.
For the purpose of these tables, beneficial ownership means
a direct or indirect pecuniary interest. Only the Directors who are “interested persons” are eligible to participate
in an employee benefit program which invests in Principal Funds, Inc. Directors who beneficially owned shares of the series of
the Principal Variable Contracts Funds, Inc. did so through variable life insurance and variable annuity contracts. Please note
that exact dollar amounts of securities held are not listed. Rather, ownership is listed based on the following dollar ranges:
A $0
B $1 up to and including $10,000
C $10,001 up to and including $50,000
D $50,001 up to and including $100,000
E $100,001 or more
Independent Directors (not Considered to be "Interested
Persons")
|
Ballantine
|
Barnes*
|
Blake
|
Damos
|
Grimmett
|
Hirsch
|
Huang*
|
Kimball
|
Pavelich
|
Diversified Real Asset
|
A
|
N/A
|
A
|
C
|
D
|
C
|
N/A
|
E
|
A
|
Preferred Securities
|
A
|
N/A
|
E
|
D
|
A
|
A
|
N/A
|
E
|
A
|
Total Fund Complex
|
E
|
N/A
|
E
|
E
|
E
|
E
|
N/A
|
E
|
E
|
* Not applicable because, on December 31, 2011, Mr. Barnes and
Mr. Huang were not Independent Directors for the Fund Complex.
Directors Considered to be “Interested Persons”
|
Beer*
|
Everett*
|
Total Fund Complex
|
E
|
E
|
* These directors did not own shares of the
Funds in this SAI as of December 31, 2011.
Compensation.
The Fund does not pay any remuneration
to its Directors who are employed by the Manager or its affiliates or to its officers who are furnished to the Fund by the Manager
and its affiliates pursuant to the Management Agreement. Each Director who is not an “interested person” received compensation
for service as a member of the Boards of all investment companies sponsored by Principal Life based on a schedule that takes into
account an annual retainer amount, the number of meetings attended, and expenses incurred.
Director compensation and related expenses are allocated to
each of the Funds based on the net assets of each relative to combined net assets of all of the investment companies sponsored
by Principal Life.
The following table provides information
regarding the compensation received by the Independent Directors from the Funds included in this SAI and from the Fund Complex
during the fiscal year ended August 31, 2012. On that date, there were 2 funds (with a total of 99 portfolios in the Fund Complex).
The Fund does not provide retirement benefits to any of the Directors.
Director
|
The
Funds in this SAI*
|
Fund
Complex
|
Elizabeth Ballantine
|
$9,883
|
$171,900
|
Leroy T. Barnes, Jr.
|
6,509
|
100,867
|
Kristianne Blake
|
10,404
|
180,450
|
Craig Damos
|
10,038
|
174,325
|
Mark A. Grimmett
|
11,355
|
197,275
|
Fritz Hirsch
|
10,508
|
182,050
|
Tao Huang
|
6,426
|
99,367
|
William C. Kimball
|
9,752
|
168,700
|
Daniel Pavelich
|
10,277
|
183,150
|
|
|
|
|
*
|
Some of the Funds in this SAI have not completed a full fiscal
year of operation. The Global Multi-Strategy Fund commenced operations
on October 14, 2011. The Blue Chip and Opportunistic Municipal Funds
are also new since August 31, 2011.
|
INVESTMENT ADVISORY AND OTHER
SERVICES
Investment Advisors
The Manager of the Fund is Principal Management Corporation
(“Principal”), a wholly owned subsidiary of Principal Financial Services, Inc. Principal is an affiliate of Principal
Life. The address of Principal is the Principal Financial Group, Des Moines, Iowa 50392. Principal was organized on January 10,
1969, and since that time has managed various mutual funds sponsored by Principal Life.
Principal has executed agreements with various Sub-Advisors.
Under those Sub-Advisory agreements, the Sub-Advisor agrees to assume the obligations of Principal to provide investment advisory
services for a specific Fund. For these services, Principal pays each Sub-Advisor a fee.
Sub-Advisor:
|
AQR Capital Management, LLC
is a Delaware limited liability company formed in 1998. AQR is an investment management
firm that employs a disciplined multi-asset, global research process. AQR is a wholly-owned subsidiary of AQR Capital Management
Holdings, LLC (“Holdings”), which has no activities other than owning the AQR. Clifford Asness may be deemed to control
AQR indirectly through his significant ownership interest in Holdings.
|
|
|
|
Fund(s):
|
a portion of the assets of Global Multi-Strategy
|
Sub-Advisor:
|
BlackRock Financial Management, Inc. (“BlackRock”)
is a wholly owned subsidiary of BlackRock Holdco 2, Inc.,
which is a wholly owned subsidiary of BlackRock, Inc. BlackRock and its affiliates manage investment company and other portfolio
assets.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Brookfield Investment Management Inc.
is a wholly-owned subsidiary of Brookfield Asset Management, a global asset manager
that focuses on property, renewable power, and infrastructure assets.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Cliffwater LLC (“Cliffwater”),
a Delaware limited liability company, is a registered investment adviser
and advises clients on their investments in alternative assets including hedge funds, private equity, and real assets, as well
as traditional strategies.
|
|
|
|
Fund(s):
|
Global Multi-Strategy
|
Sub-Advisor:
|
CNH Partners, LLC (“CNH”)
is a joint venture created in 2001 by AQR Capital Management, LLC and RAIM Corp.
(“RAIM”). AQR and RAIM each own 50% of CNH. RAIM was formed by Mark Mitchell and Todd Pulvino and has no business activities
other than owning CNH. CNH is a Delaware limited liability company and a merger arbitrage, convertible arbitrage and diversified
arbitrage research affiliate of AQR.
|
|
|
|
Fund(s):
|
a portion of the assets of Global Multi-Strategy
|
Sub-Advisor:
|
Credit Suisse Asset Management, LLC ("Credit Suisse")
is part of the asset management business of
Credit Suisse Group AG. Credit Suisse Group AG provides its clients with investment banking, private banking, and asset
management services worldwide.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Edge Asset Management, Inc. ("Edge")
is an affiliate of Principal and a member of the Principal Financial
Group. Edge has been in the business of investment management since 1944.
|
|
|
|
Fund(s):
|
Small-MidCap Dividend Income Fund
|
Sub-Advisor:
|
Jennison Associates LLC ("Jennison")
is organized under the laws of Delaware as a single member limited liability
company whose sole member is Prudential Investment Management, Inc., which is a direct, wholly-owned subsidiary of Prudential Asset
Management Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc. Prudential Financial,
Inc. directly and indirectly through its numerous affiliates, engages in many different financial and other activities.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Loomis, Sayles & Company, L.P. (“Loomis Sayles”)
is an indirect subsidiary of Natixis Global Asset Management,
L.P. which is a subsidiary of Natixis Global Asset Management (“NGAM”), an international asset management group based
in Paris, France. Loomis Sayles is an investment advisory firm that was founded in 1926.
|
|
|
|
Fund(s):
|
a portion of the assets of Global Multi-Strategy
|
Sub-Advisor:
|
Los Angeles Capital Management and Equity Research, Inc. ("Los Angeles Capital")
, a registered investment
adviser, is a California Subchapter S corporation founded in 2002 and is wholly-owned by its working principals. Los Angeles Capital
offers risk-controlled, active equity management services to a broad range of institutional investors. Thomas D. Stevens, Daniel
E. Allen, and Hal W. Reynolds are control persons of the firm.
|
|
|
|
Fund(s):
|
a portion of the assets of Global Multi-Strategy
|
Sub-Advisor:
|
Mellon Capital Management Corporation (“Mellon Capital”)
provides investment advisory services and is a
wholly owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”).
|
|
|
|
Fund(s):
|
Bond Market Index
|
Sub-Advisor:
|
Pacific Investment Management Company LLC (“PIMCO”)
is a limited
liability company that is a majority owned subsidiary of Allianz Asset Management
of America L.P., formerly known as Allianz Global Investors of America L.P. ("AGI"),
whose ultimate parent is Allianz SE.
|
|
|
|
Fund(s):
|
a portion of the assets of Global Multi-Strategy
|
Sub-Advisor:
|
Principal Global Investors, LLC (“PGI”)
is an indirect wholly owned subsidiary of Principal Life Insurance
Company, an affiliate of Principal, and a member of the Principal Financial Group. PGI manages equity, fixed-income, and real estate
investments primarily for institutional investors, including Principal Life. PGI’s headquarters office is in Des Moines,
Iowa. Its other primary asset management office is in New York, with asset management offices of affiliate advisors in several
non-U.S. locations including London, Sydney and Singapore.
|
|
|
|
Fund(s):
|
Blue Chip, Global Opportunities, International Equity Index,
and Opportunistic Municipal
|
Sub-Advisor:
|
Principal Real Estate Investors, LLC ("Principal - REI"),
an indirect wholly owned subsidiary of Principal
Life, an affiliate of Principal, and a member of the Principal Financial Group, was founded in 2000. It manages investments for
institutional investors, including Principal Life.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Spectrum Asset Management, Inc. ("Spectrum")
is an indirect subsidiary of Principal Life, an affiliate of
PGI and a member of the Principal Financial Group. Spectrum provides investment advisory services and was founded in 1987.
|
|
|
|
Fund(s):
|
Preferred Securities
|
Sub-Advisor:
|
Symphony Asset Management LLC
is an indirect subsidiary of Nuveen Investments, Inc., a global investment services firm.
Nuveen Investments, Inc. is an indirect subsidiary of a holding company controlled by Madison Dearborn Partners, LLC a private
equity investment firm.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Tortoise Capital Advisors, L.L.C. ("Tortoise")
was formed in October 2002. Tortoise provides energy infrastructure
investment management services to individual and institutional investors. Tortoise is managed by its five managing directors and
is wholly-owned by Tortoise Holdings, LLC. Montage Investments, LLC (“Montage”), a registered investment adviser, owns
a majority interest in Tortoise Holdings, LLC. Montage is wholly-owned by Mariner Holdings, LLC, a global financial services firm
with affiliates focused on wealth and asset management. The remaining interests in Tortoise Holdings, LLC are held by Tortoise's
five managing directors and certain other senior Tortoise employees.
|
|
|
|
Fund(s):
|
a portion of the assets of Diversified Real Asset
|
Sub-Advisor:
|
Wellington Management Company, LLP (“Wellington Management”)
is a privately owned Massachusetts limited
liability partnership and a professional investment counseling firm which provides investment services to investment companies,
employee benefit plans, endowments, foundations, and other institutions.
|
|
|
|
Fund(s):
|
a portion of the assets of Global Multi-Strategy
|
Affiliated
Persons of the Fund Who are Affiliated Persons of the Advisor
For information about affiliated persons of the Fund who are
also affiliated persons of Principal or affiliated advisors, see the Interested Director and Officer tables in the “Leadership
Structure and Board of Directors” section.
Codes of Ethics
The Fund, Principal, each of the Sub-Advisors, and PFD have
adopted Codes of Ethics (“Codes”) under Rule 17j-1 of the 1940 Act. Principal and each Sub-Advisor has also adopted
such a Code under Rule 204A-1 of the Investment Advisers Act of 1940. These Codes are designed to prevent, among other things,
persons with access to information regarding the portfolio trading activity of a Fund from using that information for their personal
benefit. In certain circumstances, the Codes permit personnel subject to the Codes to invest in securities,
including securities that may be purchased or held by the Funds.
The Boards of Directors of Principal, the Fund, and PFD, and
each of the Sub-Advisors periodically review their respective Codes. The Codes are on file with, and available from, the SEC. A
copy of the Fund's Code will also be provided upon request, which may be made by contacting the Fund.
For providing the investment advisory services, and specified
other services, Principal, under the terms of the Management Agreement for the Fund, is entitled to receive a fee computed and
accrued daily and payable monthly, at the following annual rates. The management fee schedules for the Funds are as follows (expressed
as a percentage of average net assets):
Net Asset Value of Fund
|
Fund
|
All Assets
|
Bond Market Index
|
0.25%
|
International Equity Index
|
0.25%
|
Net Asset Value of Fund
|
Fund
|
First
$500 Million
|
Next
$500 Million
|
Next
$500 Million
|
Assets Over
$1.5 Billion
|
Blue Chip
|
0.70%
|
0.68%
|
0.66%
|
0.65%
|
Diversified Real Asset
|
0.85%
|
0.83%
|
0.81%
|
0.80%
|
Global Multi-Strategy
|
1.60%
|
1.58%
|
1.56%
|
1.55%
|
Global Opportunities
|
0.85%
|
0.83%
|
0.81%
|
0.80%
|
Opportunistic Municipal
|
0.50%
|
0.48%
|
0.46%
|
0.45%
|
Small-MidCap Dividend Income
|
0.80%
|
0.78%
|
0.76%
|
0.75%
|
Net Asset Value of Fund
|
Fund
|
First
$500 Million
|
Next
$500 Million
|
Next
$500 Million
|
Next
$500 Million
|
Next
$1 Billion
|
Over
$3 Billion
|
Preferred Securities
|
0.75%
|
0.73%
|
0.71%
|
0.70%
|
0.69%
|
0.68%
|
Each Fund pays all of its operating expenses. Under the terms
of the Management Agreement, Principal is responsible for paying the expenses associated with the organization of each Fund, including
the expenses incurred in the initial registration of the Funds with the SEC, compensation of personnel, officers and directors
who are also affiliated with Principal, and expenses and compensation associated with furnishing office space and all necessary
office facilities and equipment and personnel necessary to perform the general corporate functions of the Fund. Accounting services
customarily required by investment companies are provided to each Fund by Principal, under the terms of the Management Agreement.
Principal Shareholder Services, Inc., a wholly owned subsidiary of Principal, provides transfer agent services for Class A, C,
J, P, R-1, R-2, R-3, R-4, R-5, and Institutional Class shares, including qualifying shares of the Fund for sale in states and other
jurisdictions. Principal is also responsible for providing certain shareholder and administrative services to the R-1, R-2, R-3,
R-4 and R-5 share classes pursuant to a Service Agreement and an Administrative Services Agreement.
Principal has contractually agreed to limit the Fund's expenses
(excluding interest expense, short sale dividend and interest expense, and acquired fund fees and expenses) on certain share classes
of certain of the Funds. The reductions and reimbursements are in amounts that maintain total operating expenses at or below certain
limits. The limits are expressed as a percentage of average daily net assets attributable to each respective class on an annualized
basis. The expenses borne by Principal are subject to reimbursement by the Funds through the fiscal year end, provided no reimbursement
will be made if it would result in the Funds’ exceeding the total operating expense limits. The operating expense limits
and the agreement terms are as follows:
Fund
|
R-1
|
R-2
|
R-3
|
R-4
|
R-5
|
Expiration
|
Bond Market Index
|
1.18%
|
1.05%
|
0.87%
|
0.68%
|
0.56%
|
12/31/2013
|
International Equity Index
|
1.28%
|
1.15%
|
0.97%
|
0.78%
|
0.66%
|
12/31/2013
|
Fund
|
A
|
C
|
Institutional
|
Expiration
|
Blue Chip
|
N/A
|
N/A
|
0.75%
|
12/31/2013
|
Diversified Real Asset
|
1.25%
|
2.00%
|
N/A
|
12/31/2013
|
Global Multi-Strategy
|
2.00%
|
2.75%
|
1.65%
|
12/31/2013
|
Global Opportunities
|
N/A
|
N/A
|
0.95%
|
12/31/2014
|
Opportunistic Municipal
|
0.90%
|
1.65%
|
N/A
|
12/31/2013
|
Small-MidCap Dividend Income
|
1.40%
|
2.15%
|
N/A
|
12/31/2013
|
In addition, Principal Management Corp. has contractually
agreed to limit the expenses identified as "Other Expenses" related to Class P shares and, if necessary, pay expenses
normally payable by the Fund, excluding interest expense, through the period ending December 31, 2013. The expense limit will
maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) not to exceed 0.20%.
Fees paid for investment management services during the periods
indicated were as follows:
Management and Investment
Advisory Fees for Periods Ended August 31
(amounts in thousands)
|
Fund
|
2012
|
2011
|
2010
|
Blue Chip
|
$
8
(1)
|
N/A
|
N/A
|
Bond Market Index
|
3,458
|
$ 2,065
|
$
563
(2)
|
Diversified Real Asset
|
8,512
|
4,604
|
684
(3)
|
Global Multi-Strategy
|
5,189
|
N/A
|
N/A
|
International Equity Index
|
1,590
|
1,172
|
327
(2)
|
Opportunistic Municipal
|
16
(1)
|
N/A
|
N/A
|
Preferred Securities
|
25,980
|
22,885
|
14,749
(4)
|
Small-MidCap Dividend Income
|
2,010
|
370
(5)
|
N/A
|
|
(1)
|
Period from June 13, 2012, date operations commenced,
through August 31, 2012.
|
|
(2)
|
Period from December 30, 2009, date operations commenced,
through August 31, 2010.
|
|
(3)
|
Period from March 16, 2010, date operations commenced,
through August 31, 2010.
|
|
(4)
|
Period from November 1, 2009 through August 31,
2010. Effective in 2010, Preferred Securities Fund's fiscal
year end was changed from October 31 to August 31.
|
|
(5)
|
Period from June 6, 2011, date operations commenced,
through August 31, 2011.
|
Sub-Advisory Agreements for the Funds
Funds for which Edge Asset Management, Inc. ("Edge")
serves as Sub-Advisor.
Edge is Sub-Advisor for the Fund identified below. Principal pays Edge a fee, computed and paid monthly,
at an annual rate as shown below.
In calculating the fee for a fund included in the table below,
assets of any unregistered separate account of Principal Life Insurance Company and any investment company sponsored by Principal
Life Insurance Company to which Sub-Advisor provides investment advisory services and which have the same investment mandate (e.g.
Small-MidCap Dividend Income) as the fund for which the fee is calculated, will be combined with the assets of the fund to arrive
at net assets.
|
Net Asset Value of Fund
|
Fund
|
First
$100 million
|
Next
$150 million
|
Over
$250 million
|
Small-MidCap Dividend Income
|
0.35%
|
0.28%
|
0.22%
|
Funds for which Principal Global Investors, LLC (“PGI”)
serves as Sub-Advisor.
The Manager pays PGI a fee, computed and paid monthly, at an annual rate as shown below.
Net Asset Value of Fund
|
Fund
|
All Assets
|
Opportunistic Municipal
|
0.15%
|
|
Net Asset Value of Fund
|
Fund
|
First
$500 million
|
Over
$500 million
|
Blue Chip
|
0.25%
|
0.15%
|
Global Opportunities
|
0.34%
|
0.27%
|
International Equity Index
|
0.05%
|
0.03%
|
Funds for which Principal Real Estate Investors, LLC
(“Principal-REI”) serves as Sub-Advisor.
Principal-REI is Sub-Advisor for each Fund identified below in
the table below. Principal pays Principal-REI a fee, paid monthly, at an annual rate as shown below.
In calculating the fee for the fund included in the table below,
assets of any unregistered separate account of Principal Life Insurance Company and any investment company sponsored by Principal
Life Insurance Company to which Principal-REI provides investment advisory services and which have the same investment mandate
(e.g., global real estate) as the fund for which the fee is calculated, will be combined with the assets of the fund to arrive
at net assets.
|
Net Asset Value of Fund
|
Fund
|
First
$1 billion
|
Next
$500 million
|
Over
$1.5 billion
|
Diversified Real Asset
(REIT portion)
|
0.54%
|
0.48%
|
0.44%
|
Funds for which Spectrum Asset Management, Inc. (“Spectrum”)
serves as Sub-Advisor.
Spectrum is Sub-Advisor for each Fund identified in the table below. Principal pays Spectrum a fee,
paid monthly, at an annual rate as shown below.
In calculating the fee for funds included in the table below,
assets of any unregistered separate account of Principal Life Insurance Company and any investment company sponsored by Principal
Life Insurance Company to which Spectrum provides investment advisory services and which have the same investment mandate (e.g.,
preferred securities) as the fund for which the fee is calculated, will be combined with the assets of the fund to arrive at net
assets.
|
Net Asset Value of Fund
|
Fund
|
First
$100 million
|
Next
$150 million
|
Over
$250 million
|
Preferred Securities
|
0.3427%
|
0.2937%
|
0.1958%
|
All Other Funds
In calculating the fee for each Fund, each Sub-Advisor, except
Loomis Sayles, has agreed that, assets of any existing registered investment company sponsored by Principal Life Insurance Company
to which the Sub-Advisor provides investment advisory services and which have the same investment mandate as the Fund for which
the fee is being calculated, will be combined (together, the “Aggregated Assets”). The fee charged for the assets in
a Fund shall be determined by calculating a fee on the value of the Aggregated Assets using the fee schedules described in the
tables below and multiplying the aggregate fee by a fraction, the numerator of which is the amount of assets in the Fund and the
denominator of which is the amount of the Aggregated Assets.
|
Net Asset Value of Fund*
|
Fund
|
First
$200 million
|
Next
$300 million
|
Next
$500 million
|
Over
$1 billion
|
Bond Market Index
(Mellon Capital)
|
0.08%
|
0.06%
|
0.05%
|
0.04%
|
* Minimum annual fee of $300,000
|
|
Net Asset Value of Fund
|
Fund
|
All Net Assets
|
Diversified Real Asset (inflation-indexed bonds portion) (BlackRock)
|
0.08%
|
Fund assets will be aggregated with BlackRock’s assets held within the Principal Funds, Inc. Inflation Protection Fund.
|
|
Net Asset Value of Fund
|
Fund
|
First
$150 million
|
Next
$150 million
|
Over
$300 million
|
Diversified Real Asset
|
0.45%
|
0.40%
|
0.35%
|
(global infrastructure portion) (Brookfield Investment Management)
|
|
|
Net Asset Value of Fund
|
Fund
|
First
$50 million
|
Next
$100 million
|
Over
$150 million
|
Diversified Real Asset
|
0.40%
|
0.35%
|
0.30%
|
(commodity index-linked notes portion) (Credit Suisse)
|
|
|
|
Net Asset Value of Fund
|
Fund
|
First
$100 million
|
Over
$100 million
|
Diversified Real Asset
|
0.55%
|
0.50%
|
(natural resources portion) (Jennison)
So long as Jennison's assets
under management within the Fund equal or exceed $100 million, the fee shall be 0.50% on all assets.
|
|
Net Asset Value of Fund
|
Fund
|
First
$300 million
|
Over
$300 million
|
Diversified Real Asset
(floating rate debt portion) (Symphony)
|
0.40%
|
0.30%
|
|
Net Asset Value of Fund
|
Fund
|
First
$25 million
|
Next
$25 million
|
Over
$50 million
|
Diversified Real Asset
|
1.00%
|
0.85%
|
0.75%
|
(MLP portion) (Tortoise)
|
|
|
|
Fund assets will be aggregated with Tortoise's assets under
management in the Principal Funds, Inc. Global Diversified Income Fund. So long as Tortoise's total assets under management in
these funds equal or exceed $75 million, the fee shall be 0.75% on all assets.
Effective January 1, 2013, the following schedule applies
to Tortoise’s portion of the Diversified Real Asset Fund.
|
|
Net
Asset Value of Fund
|
Fund
|
First
$25 million
|
Next
$25 million
|
Next
$25 million
|
Next
$25 million
*
|
Assets of
$100 million
or more**
|
Diversified Real Asset Fund (MLP portion) (Tortoise)
|
1.00%
|
0.85%
|
0.75%
|
0.75%
|
0.625%
|
Fund assets will be aggregated
with Tortoise’s assets under management in the Principal Funds, Inc. Global Diversified Income Fund.
|
*
|
During any period when the Fund’s
Average Daily Net Assets equal or exceed $75 million, but are less than
$100 million, Tortoise’s fee as a percentage of average daily
net assets shall be 0.75% on all assets.
|
|
|
**
|
During any period when the Fund’s Average Daily Net
Assets equal or exceed $100 million, Tortoise’s fee as a percentage of average daily net
assets shall be 0.625% on all assets.
|
|
Net Asset Value of Fund
|
|
Fund
|
First
$250 million
|
Over
$250 million
|
Global Multi-Strategy (AQR & CNH)
|
1.00%
|
0.95%
|
|
|
|
|
Global Multi-Strategy (Cliffwater)
For the twelve month period beginning on the date the Series
initial registration statement becomes effective, $650,000 paid in arrears in equal monthly installments.
For the second and third twelve month periods, a fee computed
and paid monthly at an annual rate as shown below of the Series net assets as of the first day of each month (but in no event a
fee less than $750,000 per year):
0.250% of the first $1 billion above the value of
the Series initial seed capital, which shall be the value of the Fund's net assets as of the thirtieth day after the Fund's registration
statement becomes effective (the "Initial Seed Launch Date").
0.200% of the next $1 billion, and
0.150% of all remaining assets.
|
Net Asset Value of Fund
|
Fund
|
First
$250 million
|
Over
$250 million
|
Global Multi-Strategy (Los Angeles Capital)
|
1.00%
|
0.90%
|
|
|
|
|
|
Net Asset Value of Fund
|
|
Fund
|
First
$500 million
|
Over
$500 million
|
Global Multi-Strategy (Loomis Sayles)
|
0.40%
|
0.37%
|
|
|
|
|
|
Net Asset
Value of Fund
|
Fund
|
All
Assets
|
Global Multi-Strategy (PIMCO)
|
0.60%
|
|
Net Asset Value of Fund
|
|
Fund
|
First
$500 million
|
Over
$500 million
|
Global Multi-Strategy (Wellington Management)
|
0.75%
|
0.65%
|
|
|
|
|
Fees paid for Sub-Advisory services during the periods indicated
were as follows:
Sub-Advisor
Fees for Periods Ended August 31
|
Fund
|
2012
|
2011
|
2010
|
|
|
|
|
Bond
Market Index
(1)
|
$ 729,087
|
$ 423,740
|
$ 157,755
|
Diversified
Real Asset
(2)
|
3,627,532
|
1,819,480
|
75,149
|
Global
Multi-Strategy
(3)
|
2,992,103
|
N/A
|
N/A
|
International
Equity Index
(1)
|
288,136
|
198,320
|
57,594
|
Preferred Securities
|
7,360,508
|
5,526,196
|
4,250,934(4)
|
Small-MidCap
Dividend Income
(5)
|
757,841
|
117,892
|
N/A
|
|
(1)
|
The Bond Market Index Fund and International Equity Index Fund commenced operations on December 30, 2009.
|
|
(2)
|
The Diversified Real Asset Fund commenced operations on March 16, 2010.
|
|
(3)
|
The Global Multi-Strategy Fund commenced operations on October 14, 2011.
|
|
(4)
|
Information for the Preferred Securities Fund is from November 1, 2009 through August 31, 2010; effective in 2010, the Preferred
Securities Fund’s fiscal year end was changed from October 31 to August 31.
|
|
(5)
|
The Small-MidCap Dividend Income Fund commenced operations on June 6, 2011.
|
Underwriting Fees for Periods
Ended August 31
(amounts in thousands)
|
Fund
|
2012
|
2011
|
2010
|
|
|
|
|
Bond Market Index Fund
|
$ 4
|
$ 2
|
N/A
|
Diversified Real Asset Fund
|
118
|
219
|
$
24
(1)
|
Global Multi-Strategy Fund
|
24
|
N/A
|
N/A
|
Opportunistic Municipal Fund
|
1
(2)
|
N/A
|
N/A
|
Preferred Securities Fund
|
820
|
811
|
739
(3)
|
Small-MidCap Dividend Income Fund
|
41
|
3
(4)
|
N/A
|
|
|
|
|
|
(1)
|
The Diversified Real Asset Fund commenced operations on March 16, 2010.
|
|
(2)
|
The Opportunistic Municipal Fund commenced operations
on June 13, 2012.
|
|
(3)
|
Information for the Preferred Securities Fund is
from November 1, 2009 through August 31, 2010; effective
in 2010, the Preferred Securities Fund’s fiscal year
end was changed from October 31 to August 31.
|
|
(4)
|
The Small-MidCap Dividend Income Fund commenced
operations on June 6, 2011.
|
Custodian
The custodian of the portfolio securities and cash assets of
the Funds is Bank of New York Mellon, One Wall Street, New York, NY 10286. The custodian performs no managerial or policy-making
functions for the Funds.
MULTIPLE CLASS STRUCTURE
The Board of Directors has adopted a multiple class plan (the
Multiple Class Plan) pursuant to SEC Rule 18f-3. The share classes that are offered by each Fund are identified in the chart included
under the heading "Fund History." The share classes offered under the plan include: Institutional Class, Class P, R-1
Class, R-2 Class, R-3 Class, R-4 Class, R-5 Class, Class J, Class A, and Class C.
Class A shares are generally sold with a sales charge that is
a variable percentage based on the amount of the purchase, as described in the prospectus. Certain redemptions of Class A shares
within 12 months of purchase may be subject to a contingent deferred sales charge ("CDSC"), as described in the prospectus.
Class C shares are not subject to a sales charge at the time
of purchase but are subject to a 1% CDSC on shares redeemed within 12 months of purchase, as described in the prospectus.
The Class J shares are sold without any front-end sales charge.
A CDSC of 1% is imposed if Class J shares are redeemed within 18 months of purchase, as described in the prospectus.
Contingent deferred sales charges for Class A, C, and J shares
are waived on:
|
·
|
shares redeemed that were purchased pursuant to the Small Amount Force Out ("SAFO") program;
|
|
·
|
shares redeemed within 90 days after an account is re-registered due to a shareholder's death;
|
|
·
|
shares redeemed due to the shareholder's post-purchase disability, as defined in the Internal Revenue Code of 1986, as amended;
|
|
·
|
shares redeemed from retirement plans to satisfy minimum distribution rules under the Internal Revenue Code;
|
|
·
|
shares redeemed to pay retirement plan fees;
|
|
·
|
shares redeemed involuntarily from small balance accounts (values of less than $1000);
|
|
·
|
shares redeemed through a periodic withdrawal plan in an amount of up to 1.00% per month (measured cumulatively with respect
to non-monthly plans) of the value of the Fund account at the time, and beginning on the date, the periodic withdrawal plan is
established;
|
|
·
|
shares redeemed from a retirement plan to assure the plan complies with Sections 401(k), 401(m), 408(k) and 415 of the Internal
Revenue Code; or
|
|
·
|
shares redeemed from retirement plans qualified under Section 401(a) of the Internal Revenue Code due to the plan participant's
death, disability, retirement, or separation from service after attaining age 55.
|
The P, R-1, R-2, R-3, R-4, R-5, and Institutional Classes are
available without any front-end sales charge or contingent deferred sales charge. The R-1, R-2, R-3, R-4, and R-5 Classes are available
through employer-sponsored retirement plans. Such plans may impose fees in addition to those charged by the Funds. The R-1, R-2,
R-3, R-4, and R-5 share classes are subject to asset based charges (described below). Class P shares are generally available through
mutual fund wrap programs or fee based advisory programs which may charge fees in addition to those charged by the Funds.
Principal receives a fee for providing investment advisory and
certain corporate administrative services under the terms of the Management Agreement. In addition to the management fee, the Fund's
R-1, R-2, R-3, R-4, and R-5 Class shares pay Principal a service fee and an administrative services fee under the terms of a Service
Agreement and an Administrative Services Agreement.
Service Agreement (R-1, R-2, R-3, R-4, and R-5 Classes only)
The Service Agreement provides for Principal to provide certain
personal services to shareholders (plan sponsors) and beneficial owners (plan members) of those classes. These personal services
include:
|
·
|
responding to plan sponsor and plan member inquiries;
|
|
·
|
providing information regarding plan sponsor and plan member investments; and
|
|
·
|
providing other similar personal services or services related to the maintenance of shareholder accounts as contemplated by
National Association of Securities Dealers (NASD) Rule 2830 (or any successor thereto).
|
As compensation for these services, the Fund will pay Principal
service fees equal to 0.25% of the average daily net assets attributable to each of the R-1, R-2, R-3, R-4 and R-5 Classes. The
service fees are calculated and accrued daily and paid monthly to Principal (or at such other intervals as the Fund and Principal
may agree).
Administrative Service Agreement (R-1, R-2, R-3, R-4, and
R-5 Classes only)
The Administrative Service Agreement provides for Principal
to provide services to beneficial owners of Fund shares. Such services include:
|
·
|
receiving, aggregating, and processing purchase, exchange, and redemption requests from plan shareholders;
|
|
·
|
providing plan shareholders with a service that invests the assets of their accounts in shares pursuant to pre-authorized instructions
submitted by plan members;
|
|
·
|
processing dividend payments from the Funds on behalf of plan shareholders and changing shareholder account designations;
|
|
·
|
acting as shareholder of record and nominee for plans;
|
|
·
|
maintaining account records for shareholders and/or other beneficial owners;
|
|
·
|
providing notification to plan shareholders of transactions affecting their accounts;
|
|
·
|
forwarding prospectuses, financial reports, tax information and other communications from the Fund to beneficial owners;
|
|
·
|
distributing, receiving, tabulating and transmitting proxy ballots of plan shareholders; and
|
|
·
|
other similar administrative services.
|
As compensation for these services, the Fund will pay Principal
service fees equal to 0.28% of the average daily net assets attributable to the R-1 Class, 0.20% of the average daily net assets
of the R-2 Class, 0.07% of the average daily net assets of the R-3 Class, 0.03% of the average daily net assets of the R-4 Class
and 0.01% of the average daily net assets of the R-5 Class. The service fees are calculated and accrued daily and paid monthly
to Principal (or at such other intervals as the Fund and Principal may agree).
Principal will generally, at its discretion appoint (and may
at any time remove), other parties, including companies affiliated with Principal, as its agent to carry out the provisions of
the Service Agreement and/or the Administrative Service Agreement. However, the appointment of an agent shall not relieve Principal
of any of its responsibilities or liabilities under those Agreements. Any fees paid to agents under these Agreements shall be the
sole responsibility of Principal.
Rule 12b-1 Fees / Distribution Plans and Agreements
The Distributor for the Funds is Principal Funds Distributor,
Inc. ("PFD"). The address for Principal Funds Distributor, Inc. is as follows: 1100 Investment Boulevard, El Dorado Hills,
CA95762-5710.
In addition to the management and service fees, certain of the
Fund's share classes are subject to a Rule 12b-1 Distribution Plan and Agreement (a “Plan”). The Board of Directors
and initial shareholders of the R-1, R-2, R-3, R-4, A, C, and J Classes of shares have approved and entered into a Plan. In adopting
the Plans, the Board of Directors (including a majority of directors who are not interested persons of the Fund (as defined in
the 1940 Act) determined that there was a reasonable likelihood that the Plans would benefit the Funds and the shareholders of
the affected classes. Among the possible benefits of the Plans include the potential for building and retaining Fund assets as
well as the ability to offer an incentive for registered representatives to provide ongoing servicing to shareholders.
The Plans provide that each Fund makes payments to the Fund's
Distributor from assets of each share class that has a Plan to compensate the Distributor and other selling dealers, various banks,
broker-dealers and other financial intermediaries, for providing certain services to the Fund. Such services may include, but are
not limited to:
|
·
|
formulation and implementation of marketing and promotional activities;
|
|
·
|
preparation, printing, and distribution of sales literature;
|
|
·
|
preparation, printing, and distribution of prospectuses and the Fund reports to other than existing shareholders;
|
|
·
|
obtaining such information with respect to marketing and promotional activities as the Distributor deems advisable;
|
|
·
|
making payments to dealers and others engaged in the sale of shares or who engage in shareholder support services; and
|
|
·
|
providing training, marketing, and support with respect to the sale of shares.
|
The Fund pays the Distributor a fee after the end of each month
at an annual rate as a percentage of the daily net asset value of the assets attributable to each share class as follows:
Share Class
|
Maximum Annualized
12b-1 Fee
|
R-1
|
0.35%
|
R-2
|
0.30%
|
R-3
|
0.25%
|
R-4
|
0.10%
|
Class A shares
|
0.25%
|
Class C shares
|
1.00%
|
Class J shares
|
0.45%
|
|
(1)
|
The Distributor also receives the proceeds of any CDSC imposed on the redemption of Class A, C, or J shares.
|
The Distributor may remit on a continuous basis all of these
sums to its investment representatives and other financial intermediaries as a trail fee in recognition of their services and assistance.
Currently, the Distributor makes payments to dealers on accounts
for which such dealer is designated dealer of record. Payments are based on the average net asset value of the accounts invested
in Class A, Class C, Class J, R-1 Class, R-2 Class, R-3 Class, or R-4 Class shares.
Under the Plans, the Funds have no legal obligation to pay any
amount that exceeds the compensation limit. The Funds do not pay, directly or indirectly, interest, carrying charges, or other
financing costs in association with these Plans. All fees paid under a Fund's Rule 12b-1 Plan are paid to the Distributor, which
is entitled to retain such fees paid by the Fund without regard to the expenses which it incurs.
The Funds made the following Distribution/12b-1 payments
for the year ended August 31, 2012:
Fund
|
Distribution/12b-1
Payments
(amounts in thousands)
|
Blue Chip
|
$
0
(1)
|
Bond Market Index
|
186
|
Diversified Real Asset
|
851
|
Global Multi-Strategy
|
9
|
International Equity Index
|
10
|
Opportunistic Municipal
|
20
(1)
|
Preferred Securities
|
9,721
|
Small-MidCap Dividend
|
24
|
|
|
|
(1)
|
Period from June 13, 2012, date operations commenced,
through August 31, 2012.
|
Transfer Agency Agreement (Institutional Class, Class A,
Class C, Class J, Class P, Class R-1, Class R-2, Class R-3, Class R-4, and Class R-5 shares)
The Transfer Agency Agreement provides for Principal Shareholder
Services, Inc. (“PSS”) (1100 Investment Boulevard, El Dorado Hills, CA 95762-5710), a wholly owned subsidiary of Principal,
to act as transfer and shareholder servicing agent for the Institutional Class, Class A, Class C, Class J, Class P, Class R-1,
Class R-2, Class R-3, Class R-4, and Class R-5 shares. For share classes other than Class J, the Fund pays PSS a fee for the services
provided pursuant to the Transfer Agency Agreement in an amount equal to the costs incurred by PSS for providing such services.
For Class J shares, the Fund pays PSS a fee for the services provided pursuant to the Transfer Agency Agreement in an amount that
includes profit.
The services include:
|
·
|
issuance, transfer, conversion, cancellation, and registry of ownership of Fund shares, and maintenance of open account system;
|
|
·
|
preparation and distribution of dividend and capital gain payments to shareholders;
|
|
·
|
delivery, redemption and repurchase of shares, and remittances to shareholders;
|
|
·
|
the tabulation of proxy ballots and the preparation and distribution to shareholders of notices, proxy statements and proxies,
reports, confirmation of transactions, prospectuses and tax information;
|
|
·
|
communication with shareholders concerning the above items; and
|
|
·
|
use of its best efforts to qualify the Capital Stock of the Fund for sale in states and jurisdictions as directed by the Fund.
|
PSS will pay operating expenses attributable to R-1, R-2, R-3,
R-4, and R-5 share classes related to (a) the cost of meetings of shareholders and (b) the costs of initial and ongoing qualification
of the capital stock of the Fund for sale in states and jurisdictions.
INTERMEDIARY COMPENSATION
Additional Payments to Intermediaries.
Shares of the Fund are sold primarily through intermediaries,
such as brokers, dealers, investment advisors, banks, trust companies, pension plan consultants, retirement plan administrators
and insurance companies.
In addition to payments pursuant to 12b-1 plans, Principal or
its affiliates enter into agreements with some intermediaries pursuant to which the intermediaries receive payments for providing
services relating to Fund shares. Examples of such services are administrative, networking, recordkeeping, sub-transfer agency
and/or shareholder services. In some situations the Fund will reimburse Principal or its affiliates for making such payments; in
others the Fund may make such payments directly to intermediaries.
For Classes R-1, R-2, R-3, R-4 and R-5 shares, such compensation
is generally paid out of the Service Fees and Administrative Service Fees that are disclosed in the prospectus as Other Expenses.
Such compensation is generally based on the average asset value of fund shares for the relevant share class held by clients of
the intermediary.
In addition, Principal or its affiliates may pay, without reimbursement
from the Fund, compensation from their own resources, to certain intermediaries that support the distribution of shares of the
Fund or provide services to Fund shareholders.
The amounts paid to intermediaries may vary, and may vary by
share class and by fund.
Principal Life Insurance Company is one such intermediary that
provides services relating to Fund shares held in retirement plans, and it is typically paid some or all of the Service Fees and
Administrative Service Fees pertaining to such plans.
Plan recordkeepers, who may have affiliated financial intermediaries
that sell shares of the funds, may be paid additional amounts. In addition, financial intermediaries may be affiliates of entities
that receive compensation from the Distributor for maintaining retirement plan platforms that facilitate trading by affiliated
and non-affiliated financial intermediaries and recordkeeping for retirement plans.
A number of factors may be considered in determining the amount
of these additional payments, including each financial intermediary's Fund sales and assets, as well as the willingness and ability
of the financial intermediary to give the Distributor access to its Financial Professionals for educational and marketing purposes.
In some cases, intermediaries will include the Funds on a preferred list. The Distributor's goals include making the Financial
Professionals who interact with current and prospective investors and shareholders more knowledgeable about the Funds so that they
can provide suitable information and advice about the Funds and related investor services. The amounts paid to intermediaries vary
by fund and by share class.
Additionally, in some cases the Distributor and its affiliates
will provide payments or reimbursements in connection with the costs of conferences, educational seminars, training and marketing
efforts related to the Funds. Such activities may be sponsored by intermediaries or the Distributor. The costs associated with
such activities may include travel, lodging, entertainment, and meals. In some cases the Distributor will also provide payment
or reimbursement for expenses associated with transactions ("ticket") charges and general marketing expenses. Other compensation
may be paid to the extent not prohibited by applicable laws, regulations or the rules of any self-regulatory agency, such as FINRA.
The payments described in this SAI may create a conflict of
interest by influencing your Financial Professional or your intermediary to recommend the Fund over another investment, or to recommend
one share class of the Fund over another share class. Ask your Financial Professional or visit your intermediary's website for
more information about the total amounts paid to them by Principal and its affiliates, and by sponsors of other mutual funds your
Financial Professional may recommend to you.
Your intermediary may charge you additional fees other than
those disclosed in the prospectus. Ask your Financial Professional about any fees and commissions they charge.
Although a Fund may use brokers who sell shares of the Funds
to effect portfolio transactions, the sale of shares is not considered as a factor by the Fund's Sub-Advisors when selecting brokers
to effect portfolio transactions.
As of December 10, 2012, the Distributor anticipates that
the firms that will receive additional payments as described in the Additional Payments to Intermediaries section above (other
than sales charges, Rule 12b-1 fees and Expense Reimbursement) include, but are not necessarily limited to, the following:
401(k) Advisors, Inc.
|
Meridien Financial Group Inc.
|
ACS HR Solutions LLC
|
Mesirow Financial Inc.
|
Access Financial Group, Inc.
|
MHA Insurance Agency Inc.
|
ADP Retirement Services
|
MidAtlantic Capital Corporation
|
AFA Financial Group LLC
|
Middlegate Securities LTD
|
AIG Advisor Group
|
MML Investors Services Inc.
|
AIG SunAmerica Life
|
Morgan Keegan & Co.
|
American Century Investments
|
Morgan Stanley
|
American General Life Insurance
|
MSCS Financial Services
|
American Investors Co
|
Multi-Financial Securities Corp.
|
American Portfolios Financial Services
|
Mutual Service Corporation
|
Ameriprise Financial Services
|
National Financial Services
|
ASAE Services, Inc.
|
National Planning Corp.
|
Ascensus
|
National Planning Holdings
|
AXA Advisors, LLC
|
Nationwide Investment Services Corp
|
Bedminster Financial Group Ltd.
|
NBC Securities Inc.
|
Benefit Plan Administrators
|
New England Securities
|
Cambridge Investment Research Inc.
|
New York Life
|
Cantella & Co. Inc.
|
New York State Deferred Compensation Plan
|
Cammack Larhette Brokerage Inc.
|
Newport Group, The
|
Capital Investment Brokerage, Inc.
|
Newport Retirement Plan Services
|
CBIZ Financial Solutions, Inc.
|
NFP Securities, Inc.
|
Centaurus Financial Inc.
|
NHA Insurance Agency, Inc.
|
CEROS Financial Services, Inc.
|
NRP Financial, Inc.
|
Cetera Financial Group
|
NYLife Distributors LLC
|
Charles Schwab & Co.
|
OneAmerica Securities, Inc.
|
Charles Schwab Trust Company
|
Ogilvie Security Advisors Corp.
|
Chase Investment Services Corp.
|
Packerland Brokerage Services, Inc.
|
Citigroup Global Markets Inc.
|
Pershing
|
Colony Park Financial Services, Inc.
|
Plan Administrators, Inc.
|
Comerica Securities Inc.
|
Plexus Financial Services, LLC
|
Commonwealth Financial Network
|
PRIMEVEST Financial Services, Inc.
|
Comprehensive Asset Management and Servicing Inc.
|
Principal Life Insurance Company
|
CPI Qualified Consultants
|
Princor Financial Services Corp
|
CV Brokerage Inc.
|
ProEquities, Inc.
|
Daily Access Corporation
|
Prudential Investment Management Services
|
Digital Retirement Solutions
|
Prudential Retirement Services
|
Edward Jones
|
Putnam Investors Services
|
Elliott Davis Brokerage Services LLC
|
Quest Capital Strategies Inc.
|
ePlan Services, Inc.
|
Raymond James & Associates, Inc.
|
Equity Services Inc.
|
Raymond James Financial Services, Inc.
|
Evolve Securities Inc.
|
RBC Capital Markets Corp.
|
Expert Plan
|
Reliance Trust Company
|
Farmers Financial Solutions
|
Robert W. Baird & Co.
|
Federated Securities, Inc.
|
RolloverSystems, LLC
|
Fidelity Investment Institutional Operations Co.
|
Royal Alliance Associates, Inc.
|
Financial Data Services
|
Royal Securities Co.
|
Financial Network Investment Corp.
|
SagePoint Financial, Inc.
|
Financial Telesis Inc.
|
Scott & Stringfellow Inc.
|
First Allied Securities
|
Scottrade
|
First Clearing LLC
|
Searle & Co.
|
First Heartland Capital Inc.
|
Securities America, Inc.
|
Fortune Securities Inc.
|
Securities Service Network, Inc.
|
FSC Securities Corporation
|
Sentinel Securities Inc.
|
G.A. Repple & Company
|
Sigma Financial Corp
|
Genesis Employee Benefit
|
Signator Investors, Inc.,
|
Geneos Wealth Management, Inc.
|
SII Investments, Inc.
|
Genworth Financial Securities Corp.
|
Southeast Investments N.C., Inc.
|
GWFS Equities, Inc.
|
Southwest Securities
|
H Beck Inc.
|
Standard Insurance Company
|
Harbor Financial Services LLC
|
Stifel Nicolaus & Company, Inc.
|
Hartford Securities
|
Stock Yards Bank & Trust Company
|
Huntington Investment Company, The
|
Sunset Financial Services Inc.
|
ICMA-Retirement Corp.
|
Support Services Financial Advisors Inc.
|
ING Financial Partners Inc.
|
Symetra Investment Services Inc.
|
ING Institutional Plan Services
|
T. Rowe Price Retirement Plan Services
|
Intersecurities Inc.
|
TD Ameritrade Inc.
|
Invest Financial Corp.
|
TD Ameritrade Trust Company
|
Investacorp Inc.
|
TIAA-CREF
|
Investment Center, The
|
Triad Advisors, Inc.
|
Investment Centers of America, Inc.
|
Truenorth Securities Inc.
|
Janney Montgomery Scott
|
Trust Company of America
|
JJB Hilliard WL Lyons, Inc.
|
Trustcore Investments Inc.
|
JP Morgan Chase, NA
|
UBS Financial Services, Inc.
|
JP Morgan Retirement Plan Services
|
United Planners Financial Services of America
|
KMS Financial Services Inc.
|
US Bancorp Investments
|
Leaders Group, Inc., The
|
USA Financial Securities Corp.
|
Leumi Investment Services Inc.
|
USI Securities Inc.
|
Lincoln Financial Advisors
|
UVEST Financial Services
|
Lincoln Financial Securities
|
VALIC Retirement Services Company
|
Lincoln Investment Planning
|
Valmark Securities Inc.
|
Lincoln Retirement Services Co.
|
Vanguard Brokerage Services
|
Lockton Financial Advisors LLC
|
Vanguard Group, The
|
LPL Financial Corp. - UVEST
|
VSR Financial Services, Inc.
|
LPL Financial Corporation
|
Wells Fargo Advisors
|
M Holdings Securities Inc.
|
Wells Fargo Bank, N.A.
|
Massachusetts Mutual
|
Wilmington Trust
|
Mercer HR Services
|
Wilmington Trust Retirement & Institutional Services
|
Merrill Lynch
|
Young, Stovall & Co.
|
To obtain a current list of such firms, call 1-800-222-5852.
BROKERAGE ALLOCATION AND OTHER
PRACTICES
Brokerage on Purchases and Sales of Securities
All orders for the purchase or sale of portfolio securities
are placed on behalf of a Fund by Principal, or by the Fund's Sub-Advisor pursuant to the terms of the applicable sub-advisory
agreement. In distributing brokerage business arising out of the placement of orders for the purchase and sale of securities for
any Fund, the objective of Principal and of each Fund's Sub-Advisor is to obtain the best overall terms. In pursuing this objective,
Principal or the Sub-Advisor considers all matters it deems relevant, including the breadth of the market in the security, the
price of the security, the financial condition and executing capability of the broker or dealer, confidentiality, including trade
anonymity, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). This may
mean in some instances that Principal or a Sub-Advisor will pay a broker commissions that are in excess of the amount of commissions
another broker might have charged for executing the same transaction when Principal or the Sub-Advisor believes that such commissions
are reasonable in light of a) the size and difficulty of the transaction, b) the quality of the execution provided, and c) the
level of commissions paid relative to commissions paid by other institutional investors. (Such factors are viewed both in terms
of that particular transaction and in terms of all transactions that broker executes for accounts over which Principal or the Sub-Advisor
exercises investment discretion. The Board has also adopted a policy and procedure designed to prevent the Funds from compensating
a broker/dealer for promoting or selling Fund shares by directing brokerage transactions to that broker/dealer for the purpose
of compensating the broker/dealer for promoting or selling Fund shares. Therefore, Principal or the Sub-Advisor may not compensate
a broker/dealer for promoting or selling Fund shares by directing brokerage transactions to that broker/dealer for the purpose of compensating
the broker/dealer for promoting or selling Fund
shares. Principal or a Sub-Advisor may purchase securities in the over-the-counter
market, utilizing the services of principal market makers unless better terms can be obtained by purchases through brokers or dealers,
and may purchase securities listed on the NYSE from non-Exchange members in transactions off the Exchange.)
Principal or a Sub-Advisor may give consideration in the
allocation of business to services performed by a broker (e.g., the furnishing of statistical data and research generally consisting
of, but not limited to, information of the following types: analyses and reports concerning issuers, industries, economic factors
and trends, portfolio strategy, performance of client accounts, and access to research analysts, corporate management personnel,
and industry experts). If any such allocation is made, the primary criteria used will be to obtain the best overall terms for
such transactions or terms that are reasonable in relation to the research or brokerage services provided by the broker or dealer
when viewed in terms of either a particular transaction or the sub-advisor’s overall responsibilities to the accounts under
its management. Principal or a Sub-Advisor generally pays additional commission amounts for such research services. Statistical
data and research information received from brokers or dealers as described above may be useful in varying degrees and Principal
or a Sub-Advisor may use it in servicing some or all of the accounts it manages. Principal and the Sub-Advisors allocated portfolio
transactions for the Funds indicated in the following table to certain brokers for the year ended August 31, 2012 due to research
services provided by such brokers. The table also indicates the commissions paid to such brokers as a result of these portfolio
transactions.
Fund
|
Amount of
Transactions because of
Research Services Provided
|
Related
Commissions Paid
|
Blue Chip
|
$
61,664
|
$
31
|
Diversified Real Asset
|
199,279,946
|
104,722
|
Global Multi Strategy
|
167,043,011
|
102,022
|
International Equity Index
|
1,675,719
|
467
|
Small-MidCap Dividend Income
|
118,939,016
|
190,892
|
Subject to the rules promulgated by the SEC, as well as other
regulatory requirements, the Board has approved procedures whereby a Fund may purchase securities that are offered in underwritings
in which an affiliate of a Sub-Advisor, or Principal, participates. These procedures prohibit a Fund from directly or indirectly
benefiting a Sub-Advisor affiliate or a Manager affiliate in connection with such underwritings. In addition, for underwritings
where a Sub-Advisor affiliate or a Manager participates as a principal underwriter, certain restrictions may apply that could,
among other things, limit the amount of securities that the Fund could purchase in the underwritings. The Sub-Advisor shall determine
the amounts and proportions of orders allocated to the Sub-Advisor or affiliate. The Directors of the Fund will receive quarterly
reports on these transactions.
The Board has approved procedures that permit a Fund to effect
a purchase or sale transaction between the Fund and any other affiliated mutual fund or between the Fund and affiliated persons
of the Fund under limited circumstances prescribed by SEC rules. Any such transaction must be effected without any payment other
than a cash payment for the securities, for which a market quotation is readily available, at the current market price; no brokerage
commission or fee (except for customary transfer fees), or other remuneration may be paid in connection with the transaction. The
Board receives quarterly reports of all such transactions.
The Board has also approved procedures that permit a Fund's
sub-advisor(s) to place portfolio trades with an affiliated broker under circumstances prescribed by SEC Rules 17e-1 and 17a-10.
The procedures require that total commissions, fees, or other remuneration received or to be received by an affiliated broker must
be reasonable and fair compared to the commissions, fees or other remuneration received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a securities exchange during a comparable time period. The
Board receives quarterly reports of all transactions completed pursuant to the Fund's procedures.
Purchases and sales of debt securities and money market instruments
usually are principal transactions; portfolio securities are normally purchased directly from the issuer or from an underwriter
or marketmakers for the securities. Such transactions are usually conducted on a net basis with the Fund paying no brokerage commissions.
Purchases from underwriters include a commission or concession paid by the issuer to the underwriter, and the purchases from dealers
serving as marketmakers include the spread between the bid and asked prices.
The Board has approved procedures whereby a Fund may participate
in a commission recapture program. Commission recapture is a form of institutional discount brokerage that returns commission dollars
directly to a Fund. It provides a way to gain control over the commission expenses incurred by a Fund's Manager and/or Sub-Advisor, which can be significant over time, and thereby reduces
expenses, improves cash flow and conserves
assets. A Fund can derive commission recapture dollars from both equity trading commissions
and fixed-income (commission equivalent) spreads. The Funds may participate in a program through a relationship with Frank Russell
Securities, Inc. From time to time, the Board reviews whether participation in the recapture program is in the best interest of
the Funds.
The following table shows the brokerage commissions paid during
the periods indicated.
Total
Brokerage Commissions Paid for Periods Ended August 31
|
Fund
|
2012
|
2011
|
2010
|
Blue Chip
|
$ 2,401
|
N/A
|
N/A
|
Bond Market Index
|
0
|
$
0
|
$
0
|
Diversified Real Asset
|
858,129
|
223,615
|
43,687
|
Global Multi-Strategy
|
388,588
|
N/A
|
N/A
|
International Equity Index
|
320,757
|
166,317
|
192,359
|
Opportunistic Municipal
|
405
|
N/A
|
N/A
|
Preferred Securities
|
256,660
|
311,383
|
290,312*
|
Small Mid-Cap
Dividend Income
|
222,461
|
443,441
|
N/A
|
|
*
|
Includes only activity from November 1, 2009 through August 31, 2010. Effective in 2010 the Preferred Securities Fund’s
fiscal year end changed from October 31 to August 31.
|
The primary reasons for changes in several Funds' brokerage
commissions for the three years were changes in Fund size; changes in market conditions; and changes in money managers of certain
Funds, which required substantial portfolio restructurings, resulting in increased securities transactions and brokerage commissions.
Brokerage Commissions
were Paid to the Following
Broker-Dealers who are
Affiliated with the Sub-Advisor
|
Sub-Advisor Employed by
Principal Funds, Inc. or
Principal Variable
Contracts Funds, Inc.
|
Principal Funds, Inc. Fund
Advised by Sub-Advisor
|
Principal Variable Contracts
Funds, Inc. Account
Advised by Sub-Advisor
|
|
|
|
|
J.P. Morgan Securities
|
J.P. Morgan Investment Management Inc.
|
High Yield I
|
SmallCap Value I
|
|
|
|
|
CIBC World Markets Corp.;
Canadian Imperial Bank of Commerce
|
American Century Investment Management, Inc.
|
LargeCap Growth II
|
N/A
|
|
|
|
|
Morgan Stanley & Co., LLC
|
Morgan Stanley Investment Management Inc.
|
N/A
|
Asset Allocation
|
|
|
|
|
Credit Suisse,
Inc.
|
Credit Suisse Asset Management, LLC
|
Diversified Real Asset
|
N/A
|
|
|
|
|
Fidelity Brokerage Services LLC
|
Pyramis Global Advisors, LLC
|
International I
|
N/A
|
|
|
|
|
Goldman Sachs & Co.
|
Goldman Sachs Asset Management LP
|
MidCap Value I
|
N/A
|
|
|
|
|
BNY ConvergEx Execution Solutions, LLC
|
Mellon Capital Management Corporation
|
MidCap Growth III, Bond Market Index
|
Bond Market Index
|
|
|
|
|
Guggenheim Securities, LLC
|
Guggenheim Partners Investment Management, LLC
|
Global Diversified Income
|
N/A
|
|
|
|
|
Sanford C. Bernstein & Co., LLC
|
AllianceBernstein L.P.
|
SmallCap Growth I
|
N/A
|
Spectrum Asset Management, Inc.
|
Columbus Circle Investors
|
LargeCap Growth, MidCap Growth and SmallCap Growth I
|
LargeCap Growth
|
|
|
|
|
Spectrum Asset Management, Inc.
|
Edge Asset Management, Inc.
|
Equity Income, Government & High Quality Bond, Income, Principal
Capital Appreciation, SAM Balanced, SAM Conservative Balanced, SAM Conservative Growth, SAM Flexible Income, SAM Strategic
Growth, Short-Term Income, and Small-MidCap Dividend Income
|
Equity Income, Government & High Quality Bond, Income, Principal
Capital Appreciation, SAM Balanced, SAM Conservative Balanced, SAM Conservative Growth, SAM Flexible Income, SAM Strategic
Growth, and Short-Term Income
|
Brokerage Commissions
were Paid to the Following
Broker-Dealers who are
Affiliated with the Sub-Advisor
|
Sub-Advisor Employed by
Principal Funds, Inc. or
Principal Variable
Contracts Funds, Inc.
|
Principal Funds, Inc. Fund
Advised by Sub-Advisor
|
Principal Variable Contracts
Funds, Inc. Account
Advised by Sub-Advisor
|
Spectrum Asset Management, Inc.
|
Principal Global Investors, LLC
|
Blue Chip, Bond & Mortgage Securities,
California Municipal, Diversified International; Global Diversified Income, Global Opportunities, High Yield, International
Emerging Markets, International Equity Index, LargeCap S&P 500 Index, LargeCap Value, MidCap Blend, MidCap S&P 400
Index, MidCap Value III; Money Market, Opportunistic Municipal, Principal LifeTime 2010, Principal LifeTime 2015, Principal
LifeTime 2020, Principal LifeTime 2025, Principal LifeTime 2030, Principal LifeTime 2035, Principal LifeTime 2040, Principal
LifeTime 2045, Principal LifeTime 2050, Principal LifeTime 2055, Principal LifeTime Strategic Income, SmallCap Blend, SmallCap
S&P 600 Index, and Tax-Exempt Bond
|
Balanced, Bond & Mortgage Securities,
Diversified International, International Emerging Markets, LargeCap S&P 500 Index, LargeCap Value, MidCap Blend, Money
Market, Principal LifeTime 2010, Principal LifeTime 2020, Principal LifeTime 2030, Principal LifeTime 2040, Principal LifeTime
2050, Principal LifeTime Strategic Income, and SmallCap Blend
|
|
|
|
|
Spectrum Asset Management, Inc.
|
Principal Real Estate Investors, LLC
|
Diversified Real Asset, Global Diversified Income, Global Real Estate
Securities and Real Estate Securities
|
Real Estate Securities
|
|
|
|
|
Spectrum Asset Management, Inc.
|
Spectrum Asset Management, Inc.
|
Global Diversified Income and Preferred Securities
|
N/A
|
Brokerage commissions paid to affiliates during the periods
ending August 31, 2012 were as follows:
Bear
Stearns Wealth Management
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2010
|
$238
|
|
|
BNY
Brokerage, Inc.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2010
|
$
339
|
|
|
International
Equity Index
|
2010
|
3,788
|
|
|
BNY
ConvergEx Execution Solutions, LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Blue
Chip
|
2012
|
$
13
|
0.54%
|
0.73%
|
Diversified
Real Asset
|
2012
|
22,159
|
2.58%
|
2.87%
|
|
2011
|
2,728
|
|
|
Global
Multi-Strategy
|
2012
|
444
|
0.11%
|
0.06%
|
International
Equity Index
|
2012
|
7,038
|
2.19%
|
1.81%
|
|
2011
|
24,157
|
|
|
Small
Mid-Cap Dividend Income
|
2012
|
8,178
|
3.68%
|
3.12%
|
|
2011
|
99,408
|
|
|
Canadian
Imperial Bank of Commerce
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Global
Multi-Strategy
|
2012
|
$54
|
0.01%
|
0.05%
|
CIBC
World Markets Corp.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2012
|
$
1,588
|
0.19%
|
0.03%
|
|
2011
|
1,468
|
|
|
Global
Multi-Strategy
|
2012
|
181
|
0.05%
|
0.01%
|
Small
Mid-Cap Dividend Income
|
2012
|
14,553
|
6.54%
|
2.22%
|
Citigroup
Global Markets, Inc.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2011
|
$19,162
|
|
|
|
2010
|
15,339
|
|
|
International
Equity Index
|
2011
|
26,611
|
|
|
|
2010
|
17,467
|
|
|
Credit
Suisse, Inc.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Blue
Chip
|
2012
|
$
7
|
0.29%
|
0.32%
|
Diversified
Real Asset
|
2012
|
43,825
|
5.11%
|
4.97%
|
|
2011
|
6,377
|
|
|
|
2010
|
1,121
|
|
|
Global
Multi-Strategy
|
2012
|
10,982
|
2.83%
|
0.99%
|
International
Equity Index
|
2012
|
20,757
|
6.47%
|
6.97%
|
|
2011
|
10,762
|
|
|
|
2010
|
15,576
|
|
|
Small
Mid-Cap Dividend Income
|
2012
|
2,620
|
1.18%
|
1.75%
|
|
2011
|
3,634
|
|
|
Fidelity
Brokerage Services LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Blue
Chip
|
2012
|
$
4
|
0.15%
|
0.20%
|
Diversified
Real Asset
|
2012
|
1,043
|
0.12%
|
0.43%
|
|
2011
|
2,527
|
|
|
|
2010
|
912
|
|
|
Global
Multi-Strategy
|
2012
|
227
|
0.06%
|
0.02%
|
G-Trade
Services, LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2010
|
$1
|
|
|
Goldman
Sachs & Co.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2012
|
$15,189
|
1.77%
|
1.85%
|
|
2011
|
22,465
|
|
|
|
2010
|
289
|
|
|
Global
Multi-Strategy
|
2012
|
17,603
|
4.53%
|
3.57%
|
International
Equity Index
|
2010
|
2,491
|
|
|
Guggenheim
Securities, LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2012
|
$54
|
0.01%
|
0.01%
|
Global
Multi-Strategy
|
2012
|
96
|
0.02%
|
0.00%
|
Morgan
Stanley & Co., LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Blue
Chip
|
2012
|
$
130
|
5.43%
|
3.75%
|
Diversified
Real Asset
|
2012
|
9,955
|
1.16%
|
0.69%
|
|
2011
|
10,402
|
|
|
|
2010
|
736
|
|
|
Global
Multi-Strategy
|
2012
|
72,118
|
18.56%
|
24.81%
|
International
Equity Index
|
2012
|
1,454
|
0.45%
|
0.42%
|
|
2011
|
1,810
|
|
|
|
2010
|
9,152
|
|
|
Small
Mid-Cap Dividend Income
|
2011
|
1,060
|
|
|
J.P.
Morgan Securities Inc.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Blue
Chip
|
2012
|
$
0
|
0.00%
|
0.01%
|
Diversified
Real Asset
|
2012
|
34,741
|
4.05%
|
3.21%
|
|
2011
|
12,732
|
|
|
|
2010
|
584
|
|
|
Global
Multi-Strategy
|
2012
|
12,900
|
3.32%
|
16.46%
|
International
Equity Index
|
2012
|
19,383
|
6.04%
|
7.22%
|
|
2011
|
7,702
|
|
|
|
2010
|
9,888
|
|
|
Small
Mid-Cap Dividend Income
|
2012
|
13,784
|
6.20%
|
5.55%
|
|
2011
|
8,865
|
|
|
Pipeline
Trading Systems LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2010
|
$54
|
|
|
Sanford
C. Bernstein & Co., LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Blue
Chip
|
2012
|
$
1,841
|
76.70%
|
87.76%
|
Diversified
Real Asset
|
2012
|
3,396
|
0.40%
|
0.38%
|
|
2011
|
12,258
|
|
|
|
2010
|
718
|
|
|
Global
Multi-Strategy
|
2012
|
4,938
|
1.27%
|
1.00%
|
International
Equity Index
|
2012
|
3,212
|
1.00%
|
0.62%
|
|
2011
|
1,122
|
|
|
|
2010
|
220
|
|
|
Small
Mid-Cap Dividend Income
|
2012
|
6,649
|
2.99%
|
2.40%
|
|
2011
|
477
|
|
|
Spectrum
Asset Management, Inc.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Preferred
Securities
|
2012
|
$256,660
|
100.00%
|
100.00%
|
|
2011
|
311,383
|
|
|
|
2010
(1)
|
290,312
|
|
|
(1)
Preferred Securities Fund includes only activity from November 1, 2009 through
August 31, 2010.
|
UBS
Financial Services, Inc.
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2011
|
$
379
|
0.17%
|
0.27%
|
|
2010
|
1,082
|
|
|
UBS
Securities LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2011
|
$
4,873
|
|
|
|
2010
|
1,205
|
|
|
International
Equity Index
|
2011
|
40,806
|
|
|
|
2010
|
36,960
|
|
|
Small
Mid-Cap Dividend Income
|
2011
|
13,497
|
|
|
Wells
Fargo Advisors LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2010
|
$192
|
|
|
Wells
Fargo Brokerage Services, LLC
|
Fund
|
Year
|
Commission Paid
|
% of Total Commissions
|
%
of Dollar Amount of Commissionable Transactions
|
Diversified
Real Asset
|
2010
|
$587
|
|
|
Material differences, if any, between the percentage of a Fund's
brokerage commissions paid to a broker and the percentage of transactions effected through that broker reflect the commissions
rates the Sub-Advisor has negotiated with the broker. Commission rates a Sub-Advisor pays to brokers may vary and reflect such
factors as the trading volume placed with a broker, the type of security, the market in which a security is traded and the trading
volume of that security, the types of services provided by the broker (i.e. execution services only or additional research services)
and the quality of a broker's execution.
The following table indicates the value of each Fund’s
aggregate holdings, in thousands, of the securities of Principal Funds, Inc. regular brokers or dealers for the fiscal year ended
August 31, 2012.
Holdings
of Securities of Principal Funds, Inc. Regular Brokers and Dealers
|
|
|
|
Bond Market Index Fund
|
Bank of America
|
$ 32,152
|
|
Citigroup Inc
|
8,056
|
|
Deutsche Bank AG
|
31,826
|
|
Goldman Sachs Group Inc/The
|
6,424
|
|
Morgan Stanley
|
10,031
|
|
UBS AG
|
3,564
|
Diversified Real Asset Fund
|
Bank of America
|
3,410
|
|
Deutsche Bank AG
|
16,184
|
|
UBS AG
|
7,265
|
Global Multi-Strategy Fund
|
Bank of America
|
3,073
|
|
Citigroup Inc
|
770
|
|
Deutsche Bank AG
|
1,030
|
|
Goldman Sachs Group Inc/The
|
806
|
|
Morgan Stanley
|
3,679
|
|
Stifel Financial Corp
|
(39)
|
|
UBS AG
|
874
|
International Equity Index Fund
|
Bank of America
|
2,092
|
|
Deutsche Bank AG
|
5,297
|
|
UBS AG
|
3,202
|
Preferred Securities Fund
|
Bank of America
|
92,213
|
|
Citigroup Inc
|
55,316
|
|
Deutsche Bank AG
|
173,228
|
|
Goldman Sachs Group Inc/The
|
11,763
|
|
Morgan Stanley
|
49,829
|
Small-MidCap Dividend Income Fund
|
Bank of America
|
2,598
|
|
Deutsche Bank AG
|
3,352
|
Allocation of Trades
By the Manager ("Principal"). Principal shares a common
trading platform and personnel that perform trade-related functions with Principal Global Investors ("PGI") and, where
applicable, Principal and PGI coordinate trading activities on behalf of their respective clients. Such transactions are executed
in accordance with the firms' trading policies and procedures, including, but not limited to trade allocations and order aggregation,
purchase of new issues, and directed brokerage. Principal acts as discretionary investment adviser for registered investment companies
and PGI acts as investment adviser for a variety of individual accounts, ERISA accounts, mutual funds, insurance company separate
accounts, and public employee retirement plans and places orders to trade portfolio securities for each of these accounts. Managing
multiple accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies
and conflicts in the allocation of investment opportunities. Each has adopted and implemented policies and procedures that it believes
address the potential conflicts associated with managing accounts for multiple clients and are designed to ensure that all clients
are treated fairly and equitably. These procedures include allocation policies and procedures and internal review processes.
If, in carrying out the investment objectives of their respective
clients, occasions arise in which Principal and PGI deem it advisable to purchase or sell the same equity securities for two or
more client accounts at the same or approximately the same time, Principal and PGI may submit the orders to purchase or sell to
a broker/dealer for execution on an aggregate or "bunched" basis. Principal and PGI will not aggregate orders unless
it believes that aggregation is consistent with (1) its duty to seek best execution and (2) the terms of its investment advisory
agreements. In distributing the securities purchased or the proceeds of sale to the client accounts participating in a bunched
trade, no advisory account will be favored over any other account and each account that participates in an
aggregated order will participate at the average share price
for all transactions of Principal and PGI relating to that aggregated order on a given business day, with all transaction costs
relating to that aggregated order shared on a pro rata basis.
Principal provides investment advice to the Principal LifeTime
Funds of the Fund, and PGI assists Principal in managing the Principal LifeTime Funds. Conflicts may arise in connection with the
services Principal provides to the Principal LifeTime Funds with respect to asset class and target weights for each asset class
and investments made in underlying mutual funds. Conflicts may arise in connection with the services Principal and PGI provide
to the Principal Lifetime Funds for the following reasons:
|
·
|
Principal serves as the investment adviser to the underlying mutual funds in which the Principal LifeTime Funds invest, and
PGI or an affiliated investment adviser may serve as sub-adviser to the mutual funds in which the Principal LifeTime Funds may
invest; and
|
|
·
|
Principal's, or an affiliated company's, profit margin may vary depending upon the underlying fund in which the Principal LifeTime
portfolios invest.
|
In order to limit the appearance of conflicts of interest and
the opportunity for events that could trigger an actual conflict of interest, Principal and/or PGI does the following:
|
·
|
Maintains a systematic methodology for determining asset allocation target recommendations and decisions regarding the mutual
funds in which the Principal LifeTime Funds invest that does not give undue consideration to the impact to Principal, PGI or affiliates;
|
|
·
|
Reminds investment personnel who provide services to the Principal LifeTime Funds of the conflicts of interest that may arise
and Principal's and PGI's duties of loyalty and care as fiduciaries; and
|
|
·
|
Principal's Investment Oversight Committee monitors the services provided to the Principal LifeTime Funds to ensure such services
conform to the applicable investment methodology, that undue consideration is not given to Principal or its affiliates, and that
such services reflect Principal's and PGI's duties of loyalty and care as fiduciaries.
|
By the Sub-Advisors.
The portfolio managers of each Sub-Advisor
manage a number of accounts other than the Fund's portfolios, including in some instances proprietary or personal accounts. Managing
multiple accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies,
allocation of investment opportunities and compensation for the account. Each has adopted and implemented policies and procedures
that it believes address the potential conflicts associated with managing accounts for multiple clients and personal accounts and
are designed to ensure that all clients and client accounts are treated fairly and equitably. These procedures include allocation
policies and procedures, personal trading policies and procedures, internal review processes and, in some cases, review by independent
third parties.
Investments the Sub-Advisor deems appropriate for the Fund's
portfolio may also be deemed appropriate by it for other accounts. Therefore, the same security may be purchased or sold at or
about the same time for both the Fund's portfolio and other accounts. In such circumstances, the Sub-Advisor may determine that
orders for the purchase or sale of the same security for the Fund's portfolio and one or more other accounts should be combined.
In this event the transactions will be priced and allocated in a manner deemed by the Sub-Advisor to be equitable and in the best
interests of the Fund’s portfolio and such other accounts. While in some instances combined orders could adversely affect
the price or volume of a security, the Fund believes that its participation in such transactions on balance will produce better
overall results for the Fund.
PURCHASE AND REDEMPTION OF SHARES
Purchase of Shares
Participating insurance companies and certain other designated
organizations are authorized to receive purchase orders on the Funds' behalf and those organizations are authorized to designate
their agents and affiliates as intermediaries to receive purchase orders. Purchase orders are deemed received by a Fund when authorized
organizations, their agents or affiliates receive the order. The Funds are not responsible for the failure of any designated organization
or its agents or affiliates to carry out its obligations to its customers. Class A shares of the Funds are purchased at their public
offering price and other share classes of the Funds are purchased at the net asset value ("NAV") per share, as determined
at the close of the regular trading session of the NYSE next occurring after a purchase order is received and accepted by an authorized
agent of a Fund. In order to receive a day's price, an order must be received in good order by the close of the regular trading
session of the NYSE as described below in "Pricing of Fund Shares."
All income dividends and capital gains distributions, if any,
on a Fund's R-1, R-2, R-3, R-4, R-5, and Institutional class shares are reinvested automatically in additional shares of the same
class of the same Fund. Dividends and capital gains distributions, if any, on a Fund's Class A, Class C, Class J, and Class P
shares are reinvested automatically in additional shares of the same Class of shares of the same Fund unless the shareholder elects
to take dividends in cash. The reinvestment will be made at the NAV determined on the first business day following the record date.
The Fund, at its discretion, may permit the purchase of shares
using securities as consideration (a purchase in-kind) in accordance with procedures approved by the Fund’s Board of Directors.
Sales of Shares
Payment for shares tendered for redemption is ordinarily made
in cash. The Fund may determine, however, that it would be detrimental to the remaining shareholders to make payment of a redemption
order wholly or partly in cash. The Fund may, therefore, pay the redemption proceeds in whole or in part by a distribution "in
kind" of securities from the Fund's portfolio in lieu of cash. If the Fund pays the redemption proceeds in kind, the redeeming
shareholder might incur brokerage or other costs in selling the securities for cash. The Fund will value securities used to pay
redemptions in kind using the same method the Fund uses to value its portfolio securities as described below in "Pricing of
Fund Shares."
The right to require the Funds to redeem their shares may be
suspended, or the date of payment may be postponed, whenever: 1) trading on the NYSE is restricted, as determined by the SEC, or
the NYSE is closed except for holidays and weekends; 2) the SEC permits such suspension and so orders; or 3) an emergency exists
as determined by the SEC so that disposal of securities or determination of NAV is not reasonably practicable.
Certain designated organizations are authorized to receive sell
orders on the Fund's behalf and those organizations are authorized to designate their agents and affiliates as intermediaries to
receive redemption orders. Redemption orders are deemed received by the Fund when authorized organizations, their agents or affiliates
receive the order. The Fund is not responsible for the failure of any designated organization or its agents or affiliates to carry
out its obligations to its customers.
Exchange of Shares
If you hold Fund shares other than Class P shares but become
eligible to invest in Class P shares, you may exchange your Fund shares for Class P shares of the same Fund, if the Fund offers
Class P shares in your state. If the Fund does not offer Class P shares of the same Fund in your state, if the same Fund offers
Class A shares in your state and if you become eligible to invest in Class A shares with no initial sales charge, you may exchange
your Fund shares for Class A shares of the same Fund. Both the exchange into Class P or into Class A, if applicable, are subject
to the following conditions:
|
·
|
Your financial
intermediary must notify
Principal Funds of your
intent to exchange into
Class P shares or, if
applicable as described
above, Class A shares
prior to attempting
the exchange;
|
|
·
|
While no initial
sales charge (load)
will apply to such an
exchange, depending
on the circumstances,
other sales charges
may apply.
|
You should check with your financial intermediary to see if
the exchange you wish to complete will satisfy the conditions.
While such an exchange may not be considered a taxable event
for income tax purposes, you should consult with your tax adviser regarding possible federal, state, local and foreign tax consequences.
If after purchasing Class P shares you become ineligible to
invest in Class P shares, you may be permitted to exchange from Class P shares into other share classes issued by the same Fund
if your financial intermediary determines you qualify for such an exchange.
Your ability to exchange between share classes of the same Fund
may be limited by the operational limitations of your financial intermediary. Please consult your financial professional for more
information.
PRICING OF FUND SHARES
Each Fund's shares are bought and sold at the current net asset
value ("NAV") per share. Each Fund's NAV for each class is calculated each day the New York Stock Exchange ("NYSE")
is open, as of the close of business of the Exchange (normally 3:00 p.m. Central Time). The NAV of Fund shares is not determined
on days the NYSE is closed (generally, New Year's Day; Martin Luther King, Jr. Day; Washington's Birthday/Presidents' Day; Good
Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas). When an order to buy or sell shares is received,
the share price used to fill the order is the next price calculated after the order is received in proper form.
For these Funds, the share price is calculated by:
|
·
|
taking the current market value of the total assets of the Fund
|
|
·
|
subtracting liabilities of the Fund
|
|
·
|
dividing the remainder proportionately into the classes of the Fund
|
|
·
|
subtracting the liability of each class
|
|
·
|
dividing the remainder by the total number of shares owned in that class.
|
In determining NAV, securities listed on an Exchange, the NASDAQ
National Market and any foreign markets within the Western Hemisphere are valued at the closing prices on such markets, or if such
price is lacking for the trading period immediately preceding the time of determination, such securities are valued at their current
bid price.
Municipal securities held by the Funds are traded primarily
in the over-the-counter market. Valuations of such securities are furnished by one or more pricing services employed by the Funds
and are based upon appraisals obtained by a pricing service, in reliance upon information concerning market transactions and quotations
from recognized municipal securities dealers.
Other securities that are traded on the over-the-counter market
are valued at their closing bid prices. Each Fund will determine the market value of individual securities held by it, by using
prices provided by one or more professional pricing services which may provide market prices to other funds, or, as needed, by
obtaining market quotations from independent broker-dealers. Short-term securities maturing within 60 days are valued on an amortized
cost basis. Securities for which quotations are not readily available, and other assets, are valued at fair value determined in
good faith under procedures established by and under the supervision of the Board of Directors.
A Fund’s securities may be traded on foreign securities
markets that close each day prior to the time the NYSE closes. In addition, foreign securities trading generally or in a particular
country or countries may not take place on all business days in New York. The Fund has adopted policies and procedures to “fair
value” some or all securities held by a Fund. These fair valuation procedures are intended to discourage shareholders from
investing in the Fund for the purpose of engaging in market timing or arbitrage transactions. The values of foreign securities
used in computing share price are determined at the time the foreign market closes. Foreign securities and currencies are converted
to U.S. dollars using the exchange rate in effect at the close of the NYSE. Occasionally, events affecting the value of foreign
securities occur when the foreign market is closed and the NYSE is open. The NAV of a Fund investing in foreign securities may
change on days when shareholders are unable to purchase or redeem shares. If the Sub-Advisor believes that the market value is
materially affected, the share price will be calculated using the policy adopted by the Fund.
Certain securities issued by companies in emerging market countries
may have more than one quoted valuation at any point in time, sometimes referred to as a "local" price and a "premium"
price. The premium price is often a negotiated price which may not consistently represent a price at which a specific transaction
can be effected. It is the policy of the Funds to value such securities at prices at which it is expected those shares may be sold,
and Principal or any Sub-Advisor is authorized to make such determinations subject to the oversight of the Board of Directors as
may from time to time be necessary.
TAX CONSIDERATIONS
Taxation of the Funds
It is a policy of the Funds to make distributions of substantially
all of their respective investment income and any net realized capital gains. The Funds intend to qualify as regulated investment
companies by satisfying certain requirements prescribed by Subchapter M of the Internal Revenue Code. If a Fund fails to qualify
as a regulated investment company, it will be liable for taxes, significantly reducing its distributions to shareholders and eliminating
shareholders' ability to treat distributions (as long or short-term capital gains or qualifying dividends) of the Fund in the manner
they were received by the Fund.
Certain Funds may purchase securities of certain foreign corporations
considered to be passive foreign investment companies by the Internal Revenue Service. In order to avoid taxes and interest that
must be paid by the Funds if these instruments appreciate in value, the Funds may make various elections permitted by the tax laws.
However, these elections could require that the Funds recognize additional taxable income, which in turn must be distributed.
The Fund is required in certain cases to withhold and remit
to the U.S. Treasury 28% of ordinary income dividends and capital gain dividends, and the proceeds of redemption of shares, paid
to any shareholder 1) who has provided either an incorrect tax identification number or no number at all, 2) who is subject to
backup withholding by the Internal Revenue Service for failure to report the receipt of interest or dividend income properly, or
3) who has failed to certify to the Fund that it is not subject to backup withholding or that it is a corporation or other "exempt
recipient."
Taxation of Shareholders
A shareholder recognizes gain or loss on the sale or redemption
of shares of the Fund in an amount equal to the difference between the proceeds of the sales or redemption and the shareholder's
adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder purchases other
shares of the Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated
as arising from) the sale or redemption of shares of the Fund is considered capital gain or loss (long-term capital gain or loss
if the shares were held for longer than one year). However, any capital loss arising from the sales or redemption of shares held
for six months or less is disallowed to the extent of the amount of exempt-interest dividends received on such shares and (to the
extent not disallowed) is treated as a long-term capital loss to the extent of the amount of capital gain dividends received on
such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate
taxpayer, $3,000 of ordinary income under current rules.
If a shareholder a) incurs a sales charge in acquiring shares
of the Fund, b) disposes of such shares less than 91 days after they are acquired, and c) subsequently acquires shares of the Fund
or another fund at a reduced sales charge pursuant to a right to reinvest at such reduced sales charge acquired in connection with
the acquisition of the shares disposed of, then the sales charge on the shares disposed of (to the extent of the reduction in the
sales charge on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed
of but shall be treated as incurred on the acquisition of the shares subsequently acquired.
Shareholders should consult their own tax advisors as to the
federal, state and local tax consequences of ownership of shares of the Funds in their particular circumstances.
Qualification as a Regulated Investment Company
The Funds intend to qualify annually to be treated as regulated
investment companies (RICs) under the Internal Revenue Code of 1986, as amended, (the IRC). To qualify as RICs, the Funds must
invest in assets which produce types of income specified in the IRC (Qualifying Income). Whether the income from derivatives, swaps,
commodity-linked derivatives and other commodity/natural resource-related securities is Qualifying Income is unclear under current
law. Accordingly, the Funds’ ability to invest in certain derivatives, swaps, commodity-linked derivatives and other commodity/natural
resource-related securities may be restricted. Further, if the Funds do invest in these types of securities and the income is not
determined to be Qualifying Income, it may cause such Fund to fail to qualify as a RIC under the IRC.
Special Tax Considerations
Municipal Fund
(Opportunistic Municipal Fund)
The Municipal Fund also intends to qualify to pay "exempt-interest
dividends" to its shareholders. An exempt-interest dividend is that part of dividend distributions made by the Fund which
consist of interest received by that Fund on tax-exempt Municipal Obligations. Shareholders incur no federal income taxes on exempt-interest
dividends. However, these exempt-interest dividends may be taxable under state or local law. Fund shareholders that are corporations
must include exempt-interest dividends in determining whether they are subject to the corporate
alternative minimum tax. Exempt-interest dividends that
derive from certain private activity bonds must be included by individuals as a preference item in determining whether they are
subject to the alternative minimum tax. The Fund may also pay ordinary income dividends and distribute capital gains from time
to time. Ordinary income dividends and distributions of capital gains, if any, are taxable for federal purposes.
If a shareholder receives an exempt-interest dividend with
respect to shares of the Fund held for six months or less, then any loss on the sale or exchange of such shares, to the extent
of the amount of such dividend, is disallowed. If a shareholder receives a capital gain dividend with respect to shares held for
six months or less, then any loss on the sale or exchange of such shares is treated as a long term capital loss to the extent
the loss exceeds any exempt-interest dividend received with respect to such shares, and is disallowed to the extent of such exempt-interest
dividend.
Interest on indebtedness incurred or continued by a shareholder
to purchase or carry shares of this Fund is not deductible. Furthermore, entities or persons who are "substantial users"
(or related persons) under Section 147(a) of the Internal Revenue Code of facilities financed by private activity bonds should
consult their tax advisors before purchasing shares of the Fund.
From time to time, proposals have been introduced before
Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on Municipal Obligations.
If legislation is enacted that eliminates or significantly reduces the availability of Municipal Obligations, it could adversely
affect the ability of the Fund to continue to pursue its investment objectives and policies. In such event, the Fund would reevaluate
its investment objectives and policies.
International Funds
Some foreign securities purchased by the Funds may be subject
to foreign taxes that could reduce the yield on such securities. The amount of such foreign taxes is expected to be insignificant.
The Funds may from year to year make an election to pass through such taxes to shareholders. If such election is not made, any
foreign taxes paid or accrued will represent an expense to each affected Fund that will reduce its investment company taxable income.
Futures Contracts and Options
As previously discussed, some of the Funds invest in futures
contracts or options thereon, index options, or options traded on qualified exchanges. For federal income tax purposes, capital
gains and losses on futures contracts or options thereon, index options or options traded on qualified exchanges are generally
treated as 60% long-term and 40% short-term. In addition, the Funds must recognize any unrealized gains and losses on such positions
held at the end of the fiscal year. A Fund may elect out of such tax treatment, however, for a futures or options position that
is part of an "identified mixed straddle" such as a put option purchased with respect to a portfolio security. Gains
and losses on futures and options included in an identified mixed straddle are considered 100% short-term and unrealized gains
or losses on such positions are not realized at year-end. The straddle provisions of the Code may require the deferral of realized
losses to the extent that a Fund has unrealized gains in certain offsetting positions at the end of the fiscal year. The Code may
also require recharacterization of all or a part of losses on certain offsetting positions from short-term to long-term, as well
as adjustment of the holding periods of straddle positions.
PORTFOLIO HOLDINGS DISCLOSURE
The Fund may publish month-end portfolio holdings information
for each Fund's portfolio on the principal.com website and on the principalfunds.com website on the thirteenth business day of
the following month. The Funds may also occasionally publish information on the website relating to specific events, such as the
impact of a natural disaster, corporate debt default or similar events on portfolio holdings. It is the Fund's policy to disclose
only public information regarding portfolio holdings (i.e. information published on the website or filed with the SEC), except
as described below.
Non-Specific Information.
Under the Disclosure Policy,
the Funds may distribute non-specific information about the Funds and/or summary information about the Funds as requested. Such
information will not identify any specific portfolio holding, but may reflect, among other things, the quality, character, or sector
distribution of a Fund's holdings. This information may be made available at any time (or without delay).
Policy.
The Fund and Principal have adopted a policy
of disclosing non-public portfolio holdings information to third parties only to the extent required by federal law, and to the
following third parties, so long as such third party has agreed, or is legally obligated, to maintain the confidentiality of the
information and to refrain from using such information to engage in securities transactions:
|
1)
|
Daily to the Fund's portfolio pricing services, FT Interactive Data Corporation, J.J. Kenny, Standard & Poor’s Securities
Evaluations, Inc., Market Partners, and J.P. Morgan PricingDirect, Inc. to obtain prices for portfolio securities;
|
|
2)
|
Upon proper request to government regulatory agencies or to self-regulatory organizations;
|
|
3)
|
As needed to Ernst & Young LLP, the independent registered public accounting firm, in connection with the performance of
the services provided by Ernst & Young LLP to the Fund;
|
|
4)
|
To the sub-advisers' proxy service providers (Automatic Data Processing, Glass Lewis & Co., and RiskMetrics Group) to facilitate
voting of proxies; and
|
|
5)
|
To the Fund's custodian, and tax service provider, The Bank of New York Mellon, in connection with the tax and custodial services
it provides to the Fund.
|
The Fund is also permitted to enter into arrangements to disclose
portfolio holdings to other third parties in connection with the performance of a legitimate business purpose if such third party
agrees in writing to maintain the confidentiality of the information prior to the information being disclosed. Any such written
agreement must be approved by an officer of the Fund, Principal or the Fund's sub-advisor. Approval must be based on a reasonable
belief that disclosure to such other third party is in the best interests of the Fund's shareholders. If a conflict of interest
is identified in connection with disclosure to any such third party, the Fund's or Principal's Chief Compliance Officer ("CCO")
must approve such disclosure, in writing before it occurs. Such third parties currently include:
Abel Noser
|
ITG
|
Advent
|
ITG Plexus
|
Advent Custodial Data (ACD)
|
JPMorgan Worldwide Securities Services
|
Barclays
|
Lend Amend
|
Barra
|
Market WSO Corporation
|
Bloomberg
|
Mathias & Carr
|
Brown brothers Harriman
|
Mellon Analytical Solutions
|
Charles River Development
|
Misys International Banking Systems, Inc.
|
Charles River Systems, Inc.
|
Omgeo LLC
|
Citibank
|
Principal Global Investors, LLC
|
Compliance Science
|
RiskMetrics
|
Confidential Shredding
|
Russell Implementation Services
|
Cortland Capital Market Services LLC
|
Securities Class Action Services, LLC
|
Diversified Information Technologies, Inc.
|
Standard & Poor's
|
Eagle Investment Systems Corp.
|
State Street
|
Electra Information Systems
|
State Street Investment Management Solutions
|
Electra Securities & Reconciliation System
|
SunGard Personal Trading System
|
Eze Castle Software LLC
|
SunGard/Protogent PTA
|
FactSet
|
Syntel Inc.
|
Financial Tracking
|
Thomson
|
Fiserv
|
Thomson Baseline
|
Glass Lewis
|
Thomson Reuters Analysis
|
Institutional Shareholder Services (ISS)
|
Wilshire
|
Interactive Data Corporation
|
Yield Book
|
Iron Mountain
|
|
Any agreement by which any Fund or any party acting on behalf
of the Fund agrees to provide Fund portfolio information to a third party, other than a third party identified in the policy described
above, must be approved prior to information being provided to the third party, unless the third party is a regulator or has a
duty to maintain the confidentiality of such information and to refrain from using such information to engage in securities transactions.
A written record of approval will be made by the person granting approval.
The Fund's non-public portfolio holdings information policy
applies without variation to individual investors, institutional investors, intermediaries that distribute the Fund's shares, third
party service providers, rating and ranking organizations, and affiliated persons of the Fund. Neither the Fund nor Principal nor
any other party receive compensation in connection with the disclosure of Fund portfolio information. The Fund's CCO will periodically,
but no less frequently than annually, review the Fund's portfolio holdings disclosure policy and recommend changes the CCO believes
are appropriate, if any, to the Fund's Board of Directors. In addition, the Fund's Board of Directors must approve any change in
the Fund's portfolio holdings disclosure policy that would expand the distribution of such information.
PROXY VOTING POLICIES AND PROCEDURES
The Board of Directors has delegated responsibility for decisions
regarding proxy voting for securities held by each Fund to Principal or to that Fund's Sub-Advisor, as appropriate. The Sub-Advisor
will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed by the Board of Directors,
and which are found in Appendix B. Any material changes to the proxy policies and procedures will be submitted to the Board of
Directors for approval.
Information regarding how the Fund voted proxies relating
to portfolio securities during the most recent 12 month period ended June 30, 2012, is available, without charge, upon request,
by calling 1-800-222-5852 or on the SEC website at http://www.sec.gov.
FINANCIAL STATEMENTS
The financial statements of the Fund at August 31, 2012,
are incorporated herein by reference to the Funds’ most recent Annual Report to Shareholders filed with the SEC on Form
N-CSR.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP (155 North Wacker Drive, Chicago, IL 60606),
independent registered public accounting firm, is the independent registered public accounting firm for the Fund Complex.
CONTROL PERSONS AND PRINCIPAL
HOLDERS OF SECURITIES
Control Persons
The following list identifies shareholders who own more
than 25% of the voting securities of the Fund as of December 6, 2012. It is presumed that a person who owns more than 25% of the
voting securities of a fund controls the fund. A control person could control the outcome of proposals presented to shareholders
for approval. The information is listed in alphabetical order by fund.
Fund
|
Percent
of
Ownership
|
Shareholder
Name and Address
|
Jurisdiction
Under
Which Control
Person is
Organized
(when control
person is a
company)
|
Parent of Control
Person (when control
Person is a company)
|
BOND
MARKET INDEX
|
26.45%
|
LIFETIME 2020 FUND
|
MARYLAND
|
PRINCIPAL FUNDS, INC.
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
|
|
711 HIGH ST
|
|
|
|
|
DES MOINES IA
50392-0001
|
|
|
|
|
|
|
|
GLOBAL MULIT-STRATEGY FUND
|
53.52%
|
MLPF&S FOR THE SOLE
|
DELAWARE
|
BANK OF AMERICA
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
CORPORATION
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
|
|
4800 DEER LAKE DR
E FL 3
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
Fund
|
Percent
of
Ownership
|
Shareholder
Name and Address
|
Jurisdiction
Under
Which Control
Person is
Organized
(when control
person is a
company)
|
Parent of Control
Person (when control
Person is a company)
|
OPPORTUNISTIC
|
71.21%
|
PERSHING LLC
|
NEW YORK
|
THE BANK OF NEW YORK
|
MUNICIPAL FUND
|
|
1 PERSHING PLZ
|
|
MELLON
|
|
|
JERSEY CITY NJ
07399-0001
|
|
|
|
|
|
|
|
PREFERRED
SECURITIES
|
25.60%
|
MLPF&S FOR THE
SOLE
|
DELAWARE
|
BANK OF AMERICA
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
CORPORATION
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
|
|
4800 DEER LAKE DR
EAST 3RD FL
|
|
|
|
|
JACKSONVILLE FL
32246-6484
|
|
|
The Directors and Officers of the Fund, member companies of
the Principal Financial Group, and certain other persons may purchase shares of the Funds without the payment of any sales charge.
The sales charge is waived on these transactions because there are either no distribution costs or only minimal distribution costs
associated with the transactions. For a description of the persons entitled to a waiver of sales charge in connection with their
purchase of shares of the Funds, see the discussion of the waiver of sales charges under the caption "Choosing a Share Class
and the Costs of Investing" in the prospectus for Classes A, C, and P shares.
The Principal LifeTime Funds, SAM Portfolios, or Principal Life
Insurance Company will vote in the same proportion as shares of the Funds owned by other shareholders. Therefore, neither the Principal
LifeTime Funds, SAM Portfolios nor Principal Life Insurance Company exercise voting discretion.
The By-laws of the Fund sets the quorum requirement (a quorum
must be present at a meeting of shareholders for business to be transacted). The By-laws of the Fund states that a quorum is "The
presence in person or by proxy of one-third of the shares of each Fund outstanding at the close of business on the Record Date
constitutes a quorum for a meeting of that Fund."
Certain proposals presented to shareholders for approval require
the vote of a "majority of the outstanding voting securities," which is a term defined in the 1940 Act to mean, with
respect to a Fund, the affirmative vote of the lesser of 1) 67% or more of the voting securities of the Fund present at the meeting
of that Fund, if the holders of more than 50% of the outstanding voting securities of the Fund are present in person or by proxy,
or 2) more than 50% of the outstanding voting securities of the Fund (a "Majority of the Outstanding Voting Securities").
Principal Holders of Securities
The Fund is unaware of any persons who own beneficially
(but are not shareholders of record) more than 5% of the Fund's outstanding shares. The following list identifies the shareholders
of record who own 5% or more of any class of the Fund's outstanding shares as December 6, 2012. The list is presented in alphabetical
order by fund.
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
BOND MARKET INDEX (I)
|
10.26%
|
LIFETIME 2010 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (I)
|
27.29%
|
LIFETIME 2020 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
BOND MARKET INDEX (I)
|
6.02%
|
LIFETIME 2040 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (I)
|
6.31%
|
LIFETIME STRATEGIC INCOME FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (I)
|
18.47%
|
LIFETIME 2030 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (I)
|
16.50%
|
PRINCIPAL LIFE INSURANCE CO CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
OMNIBUS WRAPPED
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET G-012-S41
|
|
|
DES MOINES IA 50392-9992
|
|
|
|
BOND MARKET INDEX (R1)
|
7.81%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
NON-QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (R1)
|
7.17%
|
COUNSEL TRUST DBA MATC FBO
|
|
|
FBO NORTH SHORE ANIMAL HOSPITAL I
|
|
|
401 K PROFIT SHARING PLAN & TRUST
|
|
|
1251 WATERFRONT PL STE 525
|
|
|
PITTSBURGH PA 15222-4228
|
|
|
|
BOND MARKET INDEX (R1)
|
10.96%
|
FRONTIER TRUST COMPANY
|
|
|
FBO E-MARKETS INC 401K PLAN 214150
|
|
|
PO BOX 10758
|
|
|
FARGO ND 58106-0758
|
|
|
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
BOND MARKET INDEX (R1)
|
71.42%
|
DELAWARE CHARTER GUARANTEE & TRUST
|
|
|
FBO VARIOUS QUALIFIED PLANS
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (R2)
|
99.99%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (R3)
|
89.29%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (R4)
|
83.05%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (R4)
|
5.26%
|
DELAWARE CHARTER GUAR & TRUST CO
|
|
|
FBO PRINCIPAL TRUST CO RETIREE
|
|
|
HEALTH BENEFIT PLAN OF THE RESEARCH
|
|
|
ORGANIZATIONS RETIREE MEDICAL TR
|
|
|
1013 CENTRE RD
|
|
|
WILMINGTON DE 19805-1298
|
|
|
|
BOND MARKET INDEX (R4)
|
10.09%
|
DELAWARE CHARTER GUAR & TRUST CO
|
|
|
FBO PRINCIPAL TRUST COMPANY
|
|
|
SPARTAN SHOPS INC
|
|
|
RETIREE HEALTH BENEFIT PLAN VEBA
|
|
|
1013 CENTRE RD
|
|
|
WILMINGTON DE 19805-1298
|
|
|
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
BOND MARKET INDEX (R5)
|
8.56%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO MEDICAL SERVICES OF NORTHWEST ARKANSAS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
BOND MARKET INDEX (R5)
|
79.11%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
DIVERSIFIED REAL ASSET (A)
|
68.23%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
DIVERSIFIED REAL ASSET (C)
|
8.98%
|
MORGAN STANLEY SMITH BARNEY
|
|
|
HARBOR FINANCIAL CENTER
|
|
|
PLAZA 2 3RD FLOOR
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
DIVERSIFIED REAL ASSET (C)
|
7.90%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
DIVERSIFIED REAL ASSET (C)
|
14.90%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
DIVERSIFIED REAL ASSET (C)
|
15.67%
|
FIRST CLEARING LLC
|
|
|
SPECIAL CUSTODY ACCT FOR THE
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
2801 MARKET ST
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
DIVERSIFIED REAL ASSET (C)
|
20.07%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR EAST 3RD FL
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
DIVERSIFIED REAL ASSET (I)
|
6.18%
|
LIFETIME 2010 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
DIVERSIFIED REAL ASSET (I)
|
15.67%
|
LIFETIME 2020 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
DIVERSIFIED REAL ASSET (I)
|
5.37%
|
LIFETIME 2040 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
DIVERSIFIED REAL ASSET (I)
|
10.97%
|
LIFETIME 2030 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING- H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
DIVERSIFIED REAL ASSET (I)
|
30.26%
|
PRINCIPAL LIFE INSURANCE CO CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
OMNIBUS WRAPPED
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET G-012-S41
|
|
|
DES MOINES IA 50392-9992
|
|
|
|
DIVERSIFIED REAL ASSET (P)
|
5.02%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
DIVERSIFIED REAL ASSET (P)
|
12.70%
|
LPL FINANCIAL
|
|
|
FBO CUSTOMER ACCOUNTS
|
|
|
ATTN MUTUAL FUND OPERATIONS
|
|
|
PO BOX 509046
|
|
|
SAN DIEGO CA 92150-9046
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
DIVERSIFIED REAL ASSET (P)
|
18.68%
|
FIRST CLEARING LLC
|
|
|
SPECIAL CUSTODY ACCT FOR THE
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
2801 MARKET ST
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
DIVERSIFIED REAL ASSET (P)
|
16.88%
|
RAYMOND JAMES
|
|
|
OMNIBUS FOR MUTUAL FUNDS
|
|
|
HOUSE ACCT FIRM 92500015
|
|
|
ATTN: COURTNEY WALLER
|
|
|
880 CARILLON PKWY
|
|
|
ST PETERSBURG FL 33716-1102
|
|
|
|
DIVERSIFIED REAL ASSET (P)
|
37.17%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR EAST 3RD FL
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (A)
|
18.81%
|
MORGAN STANLEY SMITH BARNEY
|
|
|
HARBOR FINANCIAL CENTER
|
|
|
PLAZA 2 3RD FLOOR
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (A)
|
44.28%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (C)
|
5.91%
|
MORGAN STANLEY SMITH BARNEY
|
|
|
HARBOR FINANCIAL CENTER
|
|
|
PLAZA 2 3RD FLOOR
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (C)
|
6.61%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (C)
|
14.97%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
GLOBAL MULTI-STRATEGY FUND (C)
|
53.52%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR E FL 3
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (I)
|
14.29%
|
LIFETIME 2020 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (I)
|
8.16%
|
LIFETIME 2040 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (I)
|
13.03%
|
LIFETIME 2030 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING- H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (I)
|
19.32%
|
SAM BALANCED PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING- H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (I)
|
14.24%
|
SAM CONS GROWTH PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING- H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (P)
|
37.78%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (P)
|
11.40%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
GLOBAL MULTI-STRATEGY FUND (P)
|
15.37%
|
LPL FINANCIAL
|
|
|
A/C 1000-0005
|
|
|
9785 TOWNE CENTRE DRIVE
|
|
|
SAN DIEGO CA 92121-1968
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (P)
|
5.60%
|
FIRST CLEARING LLC
|
|
|
SPECIAL CUSTODY ACCT FOR THE
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
2801 MARKET ST
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (P)
|
8.10%
|
ROBERT P FIORILLO &
|
|
|
MARY KATHRYN FIORILLO JTWROS
|
|
|
1595 LOCKRIDGE DR
|
|
|
CUMMING GA 30041-8677
|
|
|
|
GLOBAL MULTI-STRATEGY FUND (P)
|
12.24%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR E FL 3
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
INTERNATIONAL EQUITY INDEX (I)
|
20.84%
|
LIFETIME 2020 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (I)
|
12.28%
|
LIFETIME 2040 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (I)
|
6.13%
|
LIFETIME 2050 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (I)
|
15.80%
|
LIFETIME 2030 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
INTERNATIONAL EQUITY INDEX (I)
|
11.91%
|
PRINCIPAL LIFE INSURANCE CO CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
OMNIBUS WRAPPED
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET G-012-S41
|
|
|
DES MOINES IA 50392-9992
|
|
|
|
INTERNATIONAL EQUITY INDEX (I)
|
13.96%
|
DIVERSIFIED GROWTH ACCOUNT
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (R1)
|
46.82%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (R1)
|
12.83%
|
PRINCIPAL MANAGEMENT CORPORATION
|
|
|
PRINCIPAL FINANCIAL GROUP
|
|
|
ATTN: SUBSIDIARY ACCOUNT N002-E020
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-9992
|
|
|
|
INTERNATIONAL EQUITY INDEX (R1)
|
5.88%
|
FIIOC
|
|
|
FBO OPENX TECHNOLOGIES INC
|
|
|
100 MAGELLAN WAY
|
|
|
COVINGTON KY 41015-1987
|
|
|
|
INTERNATIONAL EQUITY INDEX (R1)
|
30.97%
|
FIIOC
|
|
|
FBO CANDLE LAMP COMPANY LLC 401K PLAN
|
|
|
100 MAGELLAN WAY
|
|
|
COVINGTON KY 41015-1987
|
|
|
|
INTERNATIONAL EQUITY INDEX (R2)
|
95.31%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
INTERNATIONAL EQUITY INDEX (R3)
|
91.35%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (R4)
|
89.92%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (R5)
|
8.79%
|
NFS LLC FEBO
|
|
|
BANKERS TRUST COMPANY
|
|
|
PO BOX 897
|
|
|
DES MOINES IA 50306-0897
|
|
|
|
INTERNATIONAL EQUITY INDEX (R5)
|
74.49%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
INTERNATIONAL EQUITY INDEX (R5)
|
15.70%
|
JPMORGAN CHASE AS TRUSTEE
|
|
|
FBO GLOBAL BRASS AND COPPER INC
|
|
|
RETIREES SAVINGS PLAN
|
|
|
11500 OUTLOOK ST
|
|
|
OVERLAND PARK KS 66211-1804
|
|
|
|
OPPORTUNISTIC MUNICIPAL FUND (A)
|
72.68%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
OPPORTUNISTIC MUNICIPAL FUND (A)
|
5.26%
|
LPL FINANCIAL
|
|
|
A/C 1000-0005
|
|
|
9785 TOWNE CENTRE DRIVE
|
|
|
SAN DIEGO CA 92121-1968
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
OPPORTUNISTIC MUNICIPAL FUND (A)
|
5.05%
|
RAYMOND JAMES
|
|
|
OMNIBUS FOR MUTUAL FUNDS
|
|
|
HOUSE ACCT FIRM 92500015
|
|
|
ATTN: COURTNEY WALLER
|
|
|
880 CARILLON PKWY
|
|
|
ST PETERSBURG FL 33716-1102
|
|
|
|
OPPORTUNISTIC MUNICIPAL FUND (C)
|
21.54%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
OPPORTUNISTIC MUNICIPAL FUND (C)
|
56.85%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
OPPORTUNISTIC MUNICIPAL FUND (C)
|
6.35%
|
RAYMOND JAMES
|
|
|
OMNIBUS FOR MUTUAL FUNDS
|
|
|
HOUSE ACCT FIRM 92500015
|
|
|
ATTN: COURTNEY WALLER
|
|
|
880 CARILLON PKWY
|
|
|
ST PETERSBURG FL 33716-1102
|
|
|
|
OPPORTUNISTIC MUNICIPAL FUND (C)
|
9.64%
|
DANA J TURNER
|
|
|
4616 JAMEE DR
|
|
|
GASTONIA NC 28056-1344
|
|
|
|
PREFERRED SECURITIES (A)
|
19.14%
|
MORGAN STANLEY SMITH BARNEY
|
|
|
HARBOR FINANCIAL CENTER
|
|
|
PLAZA 2 3RD FLOOR
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
PREFERRED SECURITIES (A)
|
5.13%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
PREFERRED SECURITIES (A)
|
11.33%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
PREFERRED SECURITIES (A)
|
6.64%
|
LPL FINANCIAL
|
|
|
A/C 1000-0005
|
|
|
9785 TOWNE CENTRE DRIVE
|
|
|
SAN DIEGO CA 92121-1968
|
|
|
|
PREFERRED SECURITIES (A)
|
7.55%
|
FIRST CLEARING LLC
|
|
|
SPECIAL CUSTODY ACCT FOR THE
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
2801 MARKET ST
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
PREFERRED SECURITIES (A)
|
19.78%
|
UBS WM USA
|
|
|
0O0 11011 6100
|
|
|
OMNI ACCOUNT M/F
|
|
|
ATTN DEPARTMENT MANAGER
|
|
|
1000 HARBOR BLVD 5TH FL
|
|
|
WEEHAWKEN NJ 07086-6761
|
|
|
|
PREFERRED SECURITIES (A)
|
8.12%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR EAST 3RD FL
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
PREFERRED SECURITIES (C)
|
15.84%
|
MORGAN STANLEY SMITH BARNEY
|
|
|
HARBOR FINANCIAL CENTER
|
|
|
PLAZA 2 3RD FLOOR
|
|
|
JERSEY CITY NJ 07311
|
|
|
|
PREFERRED SECURITIES (C)
|
15.18%
|
FIRST CLEARING LLC
|
|
|
SPECIAL CUSTODY ACCT FOR THE
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
2801 MARKET ST
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
PREFERRED SECURITIES (C)
|
10.46%
|
UBS WM USA
|
|
|
0O0 11011 6100
|
|
|
OMNI ACCOUNT M/F
|
|
|
ATTN DEPARTMENT MANAGER
|
|
|
1000 HARBOR BLVD 5TH FL
|
|
|
WEEHAWKEN NJ 07086-6761
|
|
|
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
PREFERRED SECURITIES (C)
|
34.96%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR EAST 3RD FL
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
PREFERRED SECURITIES (I)
|
6.45%
|
LIFETIME 2030 FUND
|
|
|
ATTN MUTUAL FUND ACCOUNTING- H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
PREFERRED SECURITIES (I)
|
13.00%
|
FIRST CLEARING LLC
|
|
|
SPECIAL CUSTODY ACCT FOR THE
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMER
|
|
|
2801 MARKET ST
|
|
|
SAINT LOUIS MO 63103-2523
|
|
|
|
PREFERRED SECURITIES (I)
|
14.55%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR E FL 3
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
PREFERRED SECURITIES (P)
|
13.45%
|
LPL FINANCIAL
|
|
|
FBO CUSTOMER ACCOUNTS
|
|
|
ATTN MUTUAL FUND OPERATIONS
|
|
|
PO BOX 509046
|
|
|
SAN DIEGO CA 92150-9046
|
|
|
|
PREFERRED SECURITIES (P)
|
11.27%
|
RAYMOND JAMES
|
|
|
OMNIBUS FOR MUTUAL FUNDS
|
|
|
HOUSE ACCT FIRM 92500015
|
|
|
ATTN: COURTNEY WALLER
|
|
|
880 CARILLON PKWY
|
|
|
ST PETERSBURG FL 33716-1102
|
|
|
|
PREFERRED SECURITIES (P)
|
67.46%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR EAST 3RD FL
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
PREFERRED SECURITIES (R1)
|
6.23%
|
NFS LLC FEBO
|
|
|
ANTHONY T& JANE L WASLEY TTEE THE
|
|
|
WASLEY FAMILY TRST U/A 4/25/12
|
|
|
FBO ANTHONY T& JANE L WASLEY
|
|
|
44840 ROSEWOOD TER
|
|
|
MENDOCINO CA 95460-9525
|
|
|
|
PREFERRED SECURITIES (R1)
|
89.07%
|
DELAWARE CHARTER GUARANTEE & TRUST
|
|
|
FBO VARIOUS QUALIFIED PLANS
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
PREFERRED SECURITIES (R2)
|
17.55%
|
MLPF&S FOR THE SOLE
|
|
|
BENEFIT OF ITS CUSTOMERS
|
|
|
ATTN FUND ADMINISTRATION
|
|
|
4800 DEER LAKE DR E FL 3
|
|
|
JACKSONVILLE FL 32246-6484
|
|
|
|
PREFERRED SECURITIES (R2)
|
74.71%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO VARIOUS QUALIFIED PLANS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
PREFERRED SECURITIES (R3)
|
15.77%
|
PIMS/PRUDENTIAL RETIREMENT
|
|
|
AS NOMINEE FOR THE TTEE/CUST PL 765
|
|
|
ACME MONACO CORPORATION 401 K
|
|
|
PO BOX 264
|
|
|
PLAINVILLE CT 06062-0264
|
|
|
|
PREFERRED SECURITIES (R3)
|
75.72%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO VARIOUS QUALIFIED PLANS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
|
|
|
PREFERRED SECURITIES (R4)
|
84.00%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
PREFERRED SECURITIES (R4)
|
9.40%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO PRINCIPAL FINANCIAL GROUP
|
|
|
NON-QUALIFIED PRIN ADVTG OMNIBUS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST , DES MOINES IA 50392-0001
|
|
|
|
PREFERRED SECURITIES (R4)
|
5.58%
|
CORE CONSTRUCTION GROUP LTD
|
|
|
FBO CORE CONST GROUP NQ DB PLAN
|
|
|
ATTN MICHAEL THOMAS
|
|
|
866 N MAIN ST
|
|
|
MORTON IL 61550-1602
|
|
|
|
PREFERRED SECURITIES (R5)
|
50.56%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO MEDICAL SERVICES OF NORTHWEST ARKANSAS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
PREFERRED SECURITIES (R5)
|
36.44%
|
DCGT AS TTEE AND/OR CUST
|
|
|
FBO VARIOUS QUALIFIED PLANS
|
|
|
ATTN NPIO TRADE DESK
|
|
|
711 HIGH STREET
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (A)
|
22.32%
|
PERSHING LLC
|
|
|
1 PERSHING PLZ
|
|
|
JERSEY CITY NJ 07399-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (A)
|
6.86%
|
LPL FINANCIAL
|
|
|
A/C 1000-0005
|
|
|
9785 TOWNE CENTRE DRIVE
|
|
|
SAN DIEGO CA 92121-1968
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (A)
|
8.85%
|
U S BANCORP INVESTMENTS INC
|
|
|
FBO 133839061
|
|
|
60 LIVINGSTON AVENUE
|
|
|
ST PAUL MN 55107-2292
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (A)
|
29.49%
|
UBS WM USA
|
|
|
0O0 11011 6100
|
|
|
OMNI ACCOUNT M/F
|
|
|
ATTN DEPARTMENT MANAGER
|
|
|
1000 HARBOR BLVD 5TH FL
|
|
|
WEEHAWKEN NJ 07086-6761
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (C)
|
7.24%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (C)
|
30.62%
|
UBS WM USA
|
|
|
0O0 11011 6100
|
|
|
OMNI ACCOUNT M/F
|
|
|
ATTN DEPARTMENT MANAGER
|
|
|
1000 HARBOR BLVD 5TH FL
|
|
|
WEEHAWKEN NJ 07086-6761
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (I)
|
26.32%
|
SAM BALANCED PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING -H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (I)
|
5.95%
|
SAM CONS BALANCED PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (I)
|
23.40%
|
SAM CONS GROWTH PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (I)
|
13.99%
|
SAM FLEXIBLE INCOME PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (I)
|
16.90%
|
SAM STRATEGIC GROWTH PORTFOLIO PIF
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (I)
|
5.97%
|
SAM BALANCED PORTFOLIO PVC
|
|
|
ATTN MUTUAL FUND ACCOUNTING-H221
|
|
|
711 HIGH ST
|
|
|
DES MOINES IA 50392-0001
|
Fund/Class
|
Percentage
of Ownership
|
Name
and Address of Owner
|
SMALL-MIDCAP DIVIDEND INCOME FUND (P)
|
8.10%
|
NATIONAL FINANCIAL SERVICES LLC
|
|
|
FOR THE EXCL BENE OF OUR CUSTOMERS
|
|
|
499 WASHINGTON BLVD
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FL
|
|
|
JERSEY CITY NJ 07310-2010
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (P)
|
29.92%
|
LPL FINANCIAL
|
|
|
A/C 1000-0005
|
|
|
9785 TOWNE CENTRE DRIVE
|
|
|
SAN DIEGO CA 92121-1968
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (P)
|
12.08%
|
RBC CAPITAL MARKETS LLC
|
|
|
MUTUAL FUND OMNIBUS PROCESSING
|
|
|
OMNIBUS
|
|
|
ATTN MUTUAL FUND OPS MANAGER
|
|
|
510 MARQUETTE AVE S
|
|
|
MINNEAPOLIS MN 55402-1110
|
|
|
|
SMALL-MIDCAP DIVIDEND INCOME FUND (P)
|
43.36%
|
RAYMOND JAMES
|
|
|
OMNIBUS FOR MUTUAL FUNDS
|
|
|
HOUSE ACCT FIRM 92500015
|
|
|
ATTN: COURTNEY WALLER
|
|
|
880 CARILLON PKWY
|
|
|
ST PETERSBURG FL 33716-1102
|
Management Ownership
As of December 6, 2012, the Officers and Directors of the
Fund as a group owned less than 1% of the outstanding shares of any Class of any of the Funds.
PORTFOLIO MANAGER DISCLOSURE
(as provided by the Investment
Advisors)
This section contains information about portfolio managers and
the other accounts they manage, their compensation, and their ownership of securities. The “Ownership of Securities”
tables reflect the portfolio managers’ beneficial ownership, which means a direct or indirect pecuniary interest. For some
portfolio managers, this includes beneficial ownership of fund shares through participation in an employee benefit program which
invests in Principal Funds, Inc. For information about potential material conflicts of interest, see Brokerage Allocation and Other
Practices - Allocation of Trades.
This section lists information about Principal Management Corporation’s
portfolio managers first. Next, the section includes information about the sub-advisors’ portfolio managers alphabetically
by sub-advisor.
Information in this section as of August 31, 2012, unless
otherwise noted.
Advisor:
Principal Management Corporation
Other Accounts Managed
|
Total
Number
of Accounts
|
Total Assets
in the
Accounts
|
Number of
Accounts
that base
the Advisory
Fee on
Performance
|
Total Assets
of the
Accounts
that
base the
Advisory
Fee on
Performance
|
Michael
P. Finnegan:
Diversified Real Asset and Global Multi-Strategy Funds
|
|
|
|
|
Registered
investment companies
|
1
|
$4.75
billion
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
N/A
|
0
|
$0
|
Other
accounts
|
0
|
N/A
|
0
|
$0
|
|
|
|
|
|
Kelly
Grossman:
Diversified Real Asset and Global Multi-Strategy Funds
|
|
|
|
|
Registered
investment companies
|
1
|
$4.75
billion
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
N/A
|
0
|
$0
|
Other
accounts
|
0
|
N/A
|
0
|
$0
|
|
|
|
|
|
Dave
Reichart:
Diversified Real Asset and Global Multi-Strategy Funds
|
|
|
|
|
Registered
investment companies
|
1
|
$4.75
billion
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
N/A
|
0
|
$0
|
Other
accounts
|
0
|
N/A
|
0
|
$0
|
Compensation
Principal Management Corporation offers investment professionals
a competitive compensation structure that is evaluated annually relative to other global asset management firms.
The objectives are to align individual and team contributions with client performance objectives in a manner that is consistent
with industry standards and business results.
Compensation is predominantly composed of a salary that is reviewed
annually. Annual bonuses are driven by company and business unit performance. Fund performance is taken into account when determining
bonuses; the primary benchmark for the Fund (as disclosed in the prospectus) for which Michael Finnegan, Kelly Grossman, and Dave
Reichart serve as portfolio managers, is used to measure performance of the Fund along with peer relative performance (as defined
by Morningstar). Specifically, Fund performance relative to peers over 1-, 3-, and 5-year time periods is taken into consideration
with more substantial weighting to the 3- and 5- year periods
.
No part of salary, bonus, or retirement plan compensation
is tied to asset levels.
Contribution to our overall investment process is an important
consideration as well. Sharing ideas, working effectively with team members and being a good corporate citizen are important components
of our long-term success and are highly valued.
All employees of Principal, including portfolio managers, are
eligible to participate in a 401(k) plan sponsored by Principal Financial Group. In addition, all employees are eligible to purchase
Principal Financial Group stock through an employee stock purchase plan. Some employees are also eligible to participate in a non-qualified
plan and Long Term Incentive Pay programs.
Ownership of Securities
Portfolio
Manager
|
PFI Funds Managed by Portfolio
Manager
(list each fund on its own
line)
|
Dollar
Range of Securities Owned by the Portfolio Manager
|
Michael
P. Finnegan
|
Diversified
Real Asset Fund
|
$10,001-$50,000
|
Michael
P. Finnegan
|
Global
Multi-Strategy Fund
|
$10,001-$50,000
|
Kelly
Grossman
|
Diversified
Real Asset Fund
|
$1-$10,000
|
Kelly
Grossman
|
Global
Multi-Strategy Fund
|
$1-10,000
|
Dave
Reichart
|
Diversified
Real Asset Fund
|
$10,001-$50,000
|
Dave
Reichart
|
Global
Multi-Strategy Fund
|
$50,001-$100,000
|
|
|
|
|
Sub-Advisor:
|
Edge Asset Management, Inc.
|
Other Accounts Managed
|
Total Number of Accounts
|
Total Assets in the Accounts
|
Number
of Accounts that base the Advisory Fee on Performance
|
Total Assets of the Accounts
that base the Advisory Fee
on Performance
|
Daniel
R. Coleman:
Small-MidCap Dividend Income Fund
|
|
|
|
|
Registered
investment companies
|
4
|
$6.7
billion
|
0
|
$0
|
Other
pooled investment vehicles
|
2
|
$52.6
million
|
0
|
$0
|
Other
accounts
|
0
|
$0
|
0
|
$0
|
|
|
|
|
|
David
W. Simpson:
Small-MidCap Dividend Income Fund
|
|
|
|
|
Registered
investment companies
|
2
|
$4.8
billion
|
0
|
$0
|
Other
pooled investment vehicles
|
2
|
$52.6
million
|
0
|
$0
|
Other
accounts
|
0
|
$0
|
0
|
$0
|
Compensation
Edge Asset Management, Inc. offers a competitive salary and
incentive compensation plan that is evaluated periodically relative to other top-tier asset management firms. Percentages of base
salary versus performance bonus vary by position but are based on national market data and are consistent with industry standards.
Total compensation is targeted to be competitive with the national averages. Edge believes that Edge’s compensation plan
is adequate to hire and retain competent personnel. All investment professionals participate in our incentive compensation plan.
The incentive-based portion of the Portfolio Managers' compensation
is determined by a combination of investment performance, professional performance and the firm’s financial metrics. Investment
performance is 70% of a Portfolio Manager’s incentive compensation and is based on a comparison of the Portfolio Manager's
investment performance with the
performance of peer groups as measured equally by 1-3-5 year performance.
Professional performance is 30% of a Portfolio Manager's incentive compensation as measured by satisfaction of goals such as those
related to team contribution and quality of research, and is inherently subjective. Total Portfolio Manager incentive compensation
is adjusted by firm financial metrics, which include revenue growth metrics. Incentive compensation can be targeted up to 125%
of a portfolio manager's total base compensation but could be higher or lower depending on measurement factors.
The incentive compensation for Portfolio Managers is well aligned
with client goals and objectives, which seeks to adequately incentivize Portfolio Managers and Analysts to seek maximum performance
within appropriate risk parameters. Requirements to stay within stated client guidelines provide adequate risk controls.
In addition, Portfolio Managers may receive additional compensation
in the form of long-term incentive awards, depending on the position, either non-qualified stock option grants of Principal Financial
Group common stock or a combination of performance shares and options to eligible participants who obtain high performance levels.
The grant is based on professional and investment performance. Participation each year will depend on individual performance levels.
All investment personnel are eligible to participate in the firm's standard employee health and welfare programs, including the
firm’s 401k plan.
There is a portion of the cash based incentive compensation
for employees that may be deferred. This is dependent on multiple factors including the firms overall profitability, the overall
cash incentive compensation award and other factors. If the overall cash incentive compensation award reaches a certain threshold
a portion of the award may be deferred over a three year vesting schedule. The deferred assets are invested in cash. The managers
are not directly compensated on asset growth, but are compensated based on the growth of the firm and the overall profitability
of the firm. The ability to help grow the assets of their products is included in the metrics for incentive and total compensation.
All Incentive Plans are reviewed periodically for alignment
with market, client and firm objectives and are subject to change.
Ownership of Securities
Portfolio
Manager
|
PFI Funds Managed by Portfolio
Manager
(list each fund on its own
line)
|
Dollar
Range of Securities Owned by the Portfolio Manager
|
Daniel
R. Coleman
|
Small-MidCap
Dividend Income Fund
|
None
|
David
W. Simpson
|
Small-MidCap
Dividend Income Fund
|
$100,001-$500,000
|
|
Sub-Advisor:
|
Mellon Capital Management Corporation (“Mellon Capital”)
|
Other Accounts Managed
|
Total Number of Accounts
|
Total Assets in the Accounts
|
Number
of Accounts that base the Advisory Fee on Performance
|
Total
Assets of the Accounts that base the Advisory Fee on Performance
|
David
Kwan:
Bond Market Index Fund
|
|
|
|
|
Registered
investment companies
|
14
|
$7,321
M
|
0
|
$
0
|
Other
pooled investment vehicles
|
31
|
$16,050
M
|
4
|
$
258
M
|
Other
accounts
|
31
|
$8,411
M
|
1
|
$
1,208
M
|
|
|
|
|
|
Gregg
Lee:
Bond Market Index Fund
|
|
|
|
|
Registered
investment companies
|
14
|
$7,321
M
|
0
|
$
0
|
Other
pooled investment vehicles
|
31
|
$16,050
M
|
4
|
$
258
M
|
Other
accounts
|
31
|
$8,411
M
|
1
|
$
1,208
M
|
|
|
|
|
|
Zandra
Zelaya
: Bond Market Index Fund
|
|
|
|
|
Registered
investment companies
|
14
|
$7,321
M
|
0
|
$
0
|
Other
pooled investment vehicles
|
31
|
$16,050
M
|
4
|
$
258
M
|
Other
accounts
|
31
|
$8,411
M
|
1
|
$
1,208
M
|
Compensation
The primary objectives of the Mellon Capital compensation plans
are to:
|
·
|
Motivate and reward superior investment and business performance
|
|
·
|
Motivate and reward continued growth and profitability
|
|
·
|
Attract and retain high-performing individuals critical to the on-going
success of Mellon Capital
|
|
·
|
Create an ownership mentality for all plan participants
|
Cash compensation is comprised primarily of a market-based base
salary and variable incentives (cash and deferred). Base salary is determined by the employees' experience and performance in the
role, taking into account the ongoing compensation benchmark analyses. Base salary is generally a fixed amount that may change
as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs. Funding for
the Mellon Capital Annual and Long Term Incentive Plan is through a pre-determined fixed percentage of overall Mellon Capital profitability.
Therefore, all bonus awards are based initially on Mellon Capital's financial performance. Annual incentive opportunities are pre-established
for each individual, expressed as a percentage of base salary ("target awards"). These targets are derived based on a
review of competitive market data for each position annually. Annual awards are determined by applying multiples to this target
award. Awards are 100% discretionary. Factors considered in awards include individual performance, team performance, investment
performance of the associated portfolio(s) (including both short and long term returns) and qualitative behavioral
factors. Other factors considered in determining the award are
the asset size and revenue growth/retention of the products managed (if applicable). Awards are paid partially in cash with the
balance deferred through the Long Term Incentive Plan.
Participants in the Long Term Incentive Plan have a high level
of accountability and a large impact on the success of the business due to the position's scope and overall responsibility. This
plan provides for an annual award, payable in cash after a three-year cliff vesting period as well as a grant of BNY Mellon Restricted
Stock for senior level roles.
Mellon Capital's Portfolio Managers responsible for managing
mutual funds are paid by Mellon Capital and not by the mutual funds. The same methodology described above is used to determine
Portfolio Manager compensation with respect to the management of mutual funds and other accounts. Mutual fund Portfolio Managers
are also eligible for the standard retirement benefits and health and welfare benefits available to all Mellon Capital employees.
Certain Portfolio Managers may be eligible for additional retirement benefits under several supplemental retirement plans that
Mellon Capital provides to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result
of certain limits due to the tax laws. These plans are structured to provide the same retirement benefits as the standard retirement
benefits. In addition, mutual fund Portfolio Managers whose compensation exceeds certain limits may elect to defer a portion of
their salary and/or bonus under The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees.
Ownership of Securities
Portfolio Manager
|
Funds Managed by Portfolio Manager (list
each fund on its own line)
|
Dollar Range of Securities Owned by the Portfolio Manager
|
David Kwan
|
Bond Market Index Fund
|
None
|
Gregg Lee
|
Bond Market Index Fund
|
None
|
Zandra Zelaya
|
Bond Market Index Fund
|
None
|
Sub-Advisor:
Principal Global Investors, LLC (“PGI”) (Equity Portfolio Managers)
Other Accounts Managed
|
Total
Number of Accounts
|
Total
Assets in the Accounts
|
Number
of Accounts with Performance Fees
|
Total
Assets of the Accounts that base the Advisory Fee on Performance
|
Christopher
Ibach:
Global Opportunities Fund
|
|
|
|
|
Registered
Investment Companies
|
2
|
$242
million
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other
accounts
|
13
|
$2,759
million
|
0
|
$0
|
|
|
|
|
|
Thomas
Kruchten:
International Equity Index Fund
|
|
|
|
|
Registered
Investment Companies
|
4
|
$4,683
million
|
0
|
$0
|
Other
pooled investment vehicles
|
3
|
$11,866
million
|
0
|
$0
|
Other
accounts
|
3
|
$98
million
|
0
|
$0
|
|
|
|
|
|
|
|
|
|
|
Xiaxo
Li:
Global Opportunities Fund
|
|
|
|
|
Registered
investment companies
|
2
|
$243
million
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other
accounts
|
2
|
$38
million
|
0
|
$0
|
|
|
|
|
|
K.
William Nolin:
Blue Chip Fund
|
|
|
|
|
Registered
Investment Companies
|
2
|
$3,877
million
|
0
|
$0
|
Other
pooled investment vehicles
|
1
|
$1,433
million
|
0
|
$0
|
Other
accounts
|
0
|
$0
|
0
|
$0
|
|
|
|
|
|
|
Total
Number of Accounts
|
Total
Assets in the Accounts
|
Number
of Accounts with Performance Fees
|
Total
Assets of the Accounts that base the Advisory Fee on Performance
|
Tom
Rozycki:
Blue Chip Fund
|
|
|
|
|
Registered
Investment Companies
|
2
|
$3,877
million
|
0
|
$0
|
Other
pooled investment vehicles
|
1
|
$1,433
million
|
0
|
$0
|
Other
accounts
|
0
|
$0
|
0
|
$0
|
|
|
|
|
|
Mustafa
Sagun:
Global Opportunities Fund
|
|
|
|
|
Registered
Investment Companies
|
2
|
$242
million
|
0
|
$0
|
Other
pooled investment vehicles
|
2
|
$14
million
|
0
|
$0
|
Other
accounts
|
14
|
$2,845
million
|
0
|
$0
|
Compensation
Principal Global Investors offers investment professionals a
competitive compensation structure that is evaluated annually relative to other global asset management firms. The objectives are
to align individual and team contributions with client performance objectives in a manner that is consistent with industry standards
and business results.
Compensation for equity investment professionals at all levels
is comprised of base salary and variable incentive components. As team members advance in their careers, the variable component
increases in its proportion commensurate with responsibility levels. The incentive component is well aligned with client goals
and objectives, with the largest determinant being investment performance relative to appropriate client benchmarks and peer groups.
Relative performance metrics are measured over rolling one-year, three-year and five-year periods, calculated quarterly. Emphasis
is placed on longer term results, with one-year results weighted 20% and three- and five-year results each weighted 40%. Investment
performance generally comprises 60% of total variable compensation. The structure is uniformly applied among all investment professionals,
including portfolio managers, research analysts, traders and team leaders.
The remaining portion of incentive compensation is discretionary,
based on a combination of team results and individual contributions. Discretionary compensation metrics are specifically aligned
with the results of the Equities group rather than the broader Principal Financial Group (PFG). For portfolio managers and senior
professionals, a portion of incentive compensation is deferred, with the majority required to be invested in equity funds managed
by the team. All senior team members have substantial investments in equity funds managed by the group, including deferred compensation,
retirement plans and direct personal investments. It should be noted that the Company’s retirement plans and deferred compensation
plans generally utilize its non-registered group separate accounts or commingled vehicles rather than the traditional mutual funds.
However, in each instance these vehicles are managed in lockstep alignment with the mutual funds (i.e. “clones”).
The benefits of this structure are threefold. First, the emphasis
on investment performance as the largest driver of variable compensation provides strong alignment of interests with client objectives. Second,
the discretionary element is intended to balance the allocation of the funded profit pool and rewards individual and team contributions
that deliver on longer term business strategies including asset retention and growth, firm wide collaboration and team development.
Third, the overall measurement framework and the deferred component for senior staff are well aligned with our desired focus
on clients' objectives (e.g. co-investment) and talent retention.
Ownership of Securities
Portfolio Manager
|
Funds Managed by Portfolio
Manager (list each fund on its own line)
|
Dollar
Range of Securities Owned by the Portfolio Manager
|
Christopher
Ibach
|
Global
Opportunities Fund
|
None
|
Thomas
Kruchten
|
International
Equity Index Fund
|
None
|
Xiaxo
Li
|
Global
Opportunities Fund
|
None
|
K.
William Nolin
|
Blue
Chip Fund
|
None
|
Tom
Rozycki
|
Blue
Chip Fund
|
None
|
Mustafa
Sagun
|
Global
Opportunities Fund
|
None
|
Sub-Advisor:
Principal Global Investors, LLC (“PGI”) (Fixed-Income Portfolio Manager)
Other Accounts Managed
|
Total
Number of Accounts
|
Total
Assets in the Accounts
|
Number
of Accounts with Performance Fees
|
Total
Assets of the Accounts that base the Advisory Fee on Performance
|
Doug
Gaylor
- Opportunistic Municipal Fund
|
|
|
|
|
Registered
Investment Companies
|
2
|
$486
million
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other
accounts
|
1
|
$32
million
|
0
|
$0
|
|
|
|
|
|
James
Noble
- Opportunistic Municipal Fund
|
|
|
|
|
Registered
Investment Companies
|
2
|
$486
million
|
0
|
$0
|
Other
pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other
accounts
|
1
|
$32
million
|
0
|
$0
|
Compensation
Principal Global Investors offers investment professionals a
competitive compensation structure that is evaluated annually relative to other global asset management firms. The objectives are
to align individual and team contributions with client performance objectives in a manner that is consistent with industry standards
and business results.
Compensation for fixed income investment professionals at all
levels is comprised of base salary and variable incentive components. As team members advance in their careers, the variable component
increases in its proportion commensurate with responsibility levels. The incentive component is well aligned with client goals
and objectives, with the largest determinant being investment performance relative to appropriate client benchmarks and peer group,
if applicable. Relative performance metrics are measured over rolling one-year, three-year and five-year periods, calculated quarterly.
Investment performance is a primary determinant of total variable compensation. The structure is applied among all investment professionals,
including portfolio managers, research analysts, traders and team leaders.
The remaining portion of incentive compensation is discretionary,
based on a combination of team results and individual contributions. Discretionary compensation metrics are specifically aligned
with the results of the Fixed Income group rather than the broader Principal Financial Group (PFG). For portfolio managers and
senior professionals, a portion of incentive compensation is deferred, with the majority required to be invested in fixed income
funds managed by the team. All senior team members have substantial investments in fixed income funds managed by the group, including
deferred compensation, retirement plans and direct personal investments. It should be noted that the Company’s retirement
plans and deferred compensation plans generally utilize its non-registered group separate accounts or commingled vehicles rather
than the traditional mutual funds. However, in each instance these vehicles are managed in lockstep alignment with the mutual funds
(i.e. “clones”).
The benefits of this structure are threefold. First, the emphasis
on investment performance as the largest driver of variable compensation provides strong alignment of interests with client objectives. Second,
the discretionary element is intended to balance the allocation of the funded profit pool and rewards individual and team contributions
that deliver on longer term business strategies including asset
retention and growth, firm wide collaboration and team development. Third, the overall measurement framework and the deferred component
for senior staff are well aligned with our desired focus on clients' objectives (e.g. co-investment) and talent retention.
Ownership of Securities
Portfolio
Manager
|
PFI Funds Managed by Portfolio
Manager
(list each fund on its own
line)
|
Dollar
Range of Securities Owned by the Portfolio Manager
|
Doug
Gaylor
|
Opportunistic
Municipal Fund
|
None
|
James
Noble
|
Opportunistic
Municipal Fund
|
None
|
|
Sub-Advisor:
|
Spectrum Asset Management, Inc.
|
Other Accounts Managed
|
Total Number of Accounts
|
Total Assets in the Accounts
|
Number
of Accounts that base the Advisory Fee on Performance
|
Total
Assets of the Accounts that base the Advisory Fee on Performance
|
Fred
Diaz:
Preferred Securities Fund
|
|
|
|
|
Registered
investment companies
|
5
|
$3,706
million
|
0
|
$0
|
Other
pooled investment vehicles
|
5
|
$1,983
million
|
0
|
$0
|
Other
accounts
|
31
|
$5,737
million
|
0
|
$0
|
|
|
|
|
|
Roberto
Giangregorio:
Preferred Securities Fund
|
|
|
|
|
Registered
investment companies
|
5
|
$3,706
million
|
0
|
$0
|
Other
pooled investment vehicles
|
5
|
$1,983
million
|
0
|
$0
|
Other
accounts
|
32
|
$5,737
million
|
0
|
$0
|
|
|
|
|
|
Phil
Jacoby:
Preferred Securities Fund
|
|
|
|
|
Registered
investment companies
|
5
|
$3,706
million
|
0
|
$0
|
Other
pooled investment vehicles
|
5
|
$1,983
million
|
0
|
$0
|
Other
accounts
|
39
|
$5,737
million
|
0
|
$0
|
|
|
|
|
|
Manu
Krishnan:
Preferred Securities Fund
|
|
|
|
|
Registered
investment companies
|
5
|
$3,706
million
|
0
|
$0
|
Other
pooled investment vehicles
|
5
|
$1,983
million
|
0
|
$0
|
Other
accounts
|
31
|
$5,737
million
|
0
|
$0
|
|
|
|
|
|
Mark
Lieb:
Preferred Securities Fund
|
|
|
|
|
Registered
investment companies
|
5
|
$3,706
million
|
0
|
$0
|
Other
pooled investment vehicles
|
5
|
$1,983
million
|
0
|
$0
|
Other
accounts
|
39
|
$5,753
million
|
0
|
$0
|
Compensation
The structure and method used to determine the compensation
of Spectrum Asset Management’s portfolio managers is as follows. All Spectrum portfolio managers are paid a base salary and
discretionary bonus. Salaries are established based on a benchmark of national salary levels of relevant asset management firms,
taking into account each portfolio manager’s position and responsibilities, experience, contribution to client servicing,
compliance with firm and/or regulatory policies and procedures, work ethic, seniority and length of service, and contribution to
the overall functioning of the organization. Base salaries are fixed, but are subject to periodic adjustments, usually on an annual
basis.
The discretionary bonus component is variable and may represent
a significant proportion of an individual’s total annual compensation. Discretionary bonuses are determined quarterly and
are based on a methodology used by senior management that takes into consideration several factors, including but not necessarily
limited to those listed below:
|
·
|
Changes in overall firm assets under management, including those assets in the Fund. (Portfolio managers are not directly incentivized
to increase assets (“AUM”), although they are indirectly compensated as a result of an increase in AUM)
|
|
·
|
Portfolio performance
(on a pre-tax basis)
relative to benchmarks
measured annually. (The
relevant benchmark is
a custom benchmark composed
of 50% Merrill Lynch
Preferred Stock - Fixed
Rate Index and 50% Barclays
Securities US Tier 1
Index).
|
|
·
|
Contribution to client servicing
|
|
·
|
Compliance with firm and/or regulatory policies and procedures
|
|
·
|
Seniority and length of service
|
|
·
|
Contribution to overall functioning of organization
|
|
·
|
Total compensation is designed to be globally competitive and is evaluated annually relative to other top-tier asset management
firms.
|
Ownership of Securities
Portfolio
Manager
|
PFI
Funds Managed by Portfolio Manager (list each fund on its own line)
|
Dollar
Range of Securities Owned by the Portfolio Manager
|
Fred
Diaz
|
Preferred
Securities Fund
|
None
|
Roberto
Giangregorio
|
Preferred
Securities Fund
|
None
|
Phil
Jacoby
|
Preferred
Securities Fund
|
None
|
Manu
Krishnan
|
Preferred
Securities Fund
|
None
|
Mark
Lieb
|
Preferred
Securities Fund
|
$100,001-$500,000
|
APPENDIX A
Description of Bond Ratings
Fitch, Inc. Long-Term Credit Ratings
Investment Grade
AAA:
|
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
|
AA:
|
Very high credit quality. “AA” ratings denote expectations of very low credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
|
A:
|
High credit quality. “A” ratings denote low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
|
BBB:
|
Good credit quality. “BBB” ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
|
Speculative Grade
BB:
|
Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
|
B:
|
Highly speculative. ‘B’ ratings indicate that material credit risk is present.
|
CCC:
|
Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.
|
CC:
|
Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.
|
C:
|
Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.
|
Defaulted obligations typically are not assigned ‘D’
ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects
and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying
vulnerability to default and loss.
Recovery Ratings
Recovery Ratings are assigned to selected individual securities
and obligations. These currently are published for most individual obligations of corporate issuers with IDRs in the ‘B’
rating category and below, and for selected structured finance obligations in low speculative grade.
Among the factors that affect recovery rates for securities
are the collateral, the seniority relative to other obligations in the capital structure (where appropriate), and the expected
value of the company or underlying collateral in distress.
The Recovery Rating scale is based upon the expected relative
recovery characteristics of an obligation upon the curing of a default, emergence from insolvency or following the liquidation
or termination of the obligor or its associated collateral. For structured finance, Recovery Ratings are designed to estimate recoveries
on a forward-looking basis while taking into account the time value of money.
Recovery Ratings are an ordinal scale and do not attempt to
precisely predict a given level of recovery. As a guideline in developing the rating assessments, the agency employs broad theoretical
recovery bands in its ratings approach based on historical averages, but actual recoveries for a given security may deviate materially
from historical averages.
RR1:
|
Outstanding recovery prospects given default. ‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%-100% of current principal and related interest.
|
RR2:
|
Superior recovery prospects given default. ‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%-90% of current principal and related interest.
|
RR3:
|
Good recovery prospects given default. ‘RR3’ rated securities have characteristics consistent with securities historically recovering 51%-70% of current principal and related interest.
|
RR4:
|
Average recovery prospects given default. ‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%-50% of current principal and related interest.
|
RR5:
|
Below average recovery prospects given default. ‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%-30% of current principal and related interest.
|
RR6:
|
Poor recovery prospects given default. ‘RR6’ rated securities have characteristics consistent with securities historically recovering 0%-10% of current principal and related interest.
|
Short-Term Credit Ratings
A short-term issuer or obligation rating is based in all cases
on the short-term vulnerability to default of the rated entity or security stream, and relates to the capacity to meet financial
obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations
whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months
for corporate, structured and sovereign obligations, and up to 36 months for obligations in US public finance markets.
F1:
|
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
|
F2:
|
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
|
F3:
|
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
|
B:
|
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
|
C:
|
High short-term default risk. Default is a real possibility.
|
RD:
|
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
|
D:
|
Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.
|
Moody's Investors Service, Inc. Rating Definitions:
Long-Term Obligation Ratings
Moody's long-term obligation ratings are opinions of the relative
credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial
obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered
in the event of default.
Aaa:
|
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
|
Aa:
|
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
|
A:
|
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
|
Baa:
|
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
|
Ba:
|
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
|
B:
|
Obligations rated B are considered speculative and are subject to high credit risk.
|
Caa:
|
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
|
Ca:
|
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
C:
|
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
|
NOTE: Moody's appends numerical modifiers, 1, 2, and 3 to each
generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking in the lower end
of that generic rating category.
SHORT-TERM NOTES: The four ratings of Moody's for short-term
notes are MIG 1, MIG 2, MIG 3, and MIG 4. MIG 1 denotes "best quality, enjoying strong protection from established cash flows."
MIG 2 denotes "high quality" with "ample margins of protection." MIG 3 notes are of "favorable quality...but
lacking the undeniable strength of the preceding grades." MIG 4 notes are of "adequate quality, carrying specific risk
for having protection...and not distinctly or predominantly speculative."
Description of Moody's Commercial Paper Ratings:
Moody's Commercial Paper ratings are opinions of the ability
to repay punctually promissory obligations not having an original maturity in excess of nine months. Moody's employs the following
three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:
Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
Issuers rated Prime-3 (or related supporting institutions) have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime
rating categories.
Description of Standard & Poor's Corporation's Debt Ratings:
A Standard & Poor's debt rating is a current assessment
of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors
such as guarantors, insurers, or lessees.
The debt rating is not a recommendation to purchase, sell or
hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.
The ratings are based on current information furnished by the
issuer or obtained by Standard & Poor's from other sources Standard & Poor's considers reliable. Standard & Poor's
does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings
may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following
considerations:
I.
|
Likelihood of default - capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation;
|
|
|
II.
|
Nature of and provisions of the obligation;
|
|
|
III.
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditor's rights.
|
|
|
AAA:
|
Debt rated "AAA" has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong.
|
AA:
|
Debt rated "AA" has a very strong capacity to pay interest and repay principal and differs from the highest-rated issues only in small degree.
|
A:
|
Debt rated "A" has a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
|
BBB:
|
BBB: Debt rated "BBB" is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than for debt in higher-rated categories.
|
BB, B, CCC, CC:
|
Debt rated "BB," "B," "CCC," and "CC" is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. "BB" indicates the lowest degree of speculation and "CC" the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.
|
C:
|
The rating "C" is reserved for income bonds on which no interest is being paid.
|
D:
|
Debt rated "D" is in default, and payment of interest and/or repayment of principal is in arrears.
|
Plus (+) or Minus (-):
|
The ratings from "AA" to "B" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
|
Provisional Ratings:
|
The letter "p" indicates that the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the bonds being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
|
NR:
|
Indicates that no rating has been requested, that there is insufficient information on which to base a rating or that Standard & Poor's does not rate a particular type of obligation as a matter of policy.
|
Standard & Poor's, Commercial Paper Ratings
A Standard & Poor's Commercial Paper Rating is a current
assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. Ratings are graded
into four categories, ranging from "A" for the highest quality obligations to "D" for the lowest. Ratings are
applicable to both taxable and tax-exempt commercial paper. The four categories are as follows:
A:
|
Issues assigned the highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety.
|
A-1:
|
This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Issues that possess overwhelming safety characteristics will be given a "+" designation.
|
A-2:
|
Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated "A-1."
|
A-3:
|
Issues carrying this designation have a satisfactory capacity for timely payment. They are, however, somewhat more vulnerable to the adverse effects of changes in circumstances than obligations carrying the highest designations.
|
B:
|
Issues rated "B" are regarded as having only an adequate capacity for timely payment.
|
|
However, such capacity may be damaged by changing conditions or short-term adversities.
|
C:
|
This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
|
D:
|
This rating indicates that the issue is either in default or is expected to be in default upon maturity.
|
The Commercial Paper Rating is not a recommendation to purchase
or sell a security. The ratings are based on current information furnished to Standard & Poor's by the issuer and obtained
by Standard & Poor's from other sources it considers reliable. The ratings may be changed, suspended, or withdrawn as a result
of changes in or unavailability of, such information.
Standard & Poor's rates notes with a maturity of less than
three years as follows:
SP-1:
|
A very strong, or strong, capacity to pay principal and interest. Issues that possess overwhelming safety characteristics will be given a "+" designation.
|
SP-2:
|
A satisfactory capacity to pay principal and interest.
|
SP-3:
|
A speculative capacity to pay principal and interest.
|
APPENDIX B
Proxy Voting Policies
The proxy voting policies applicable to each Fund appear in
the following order:
Principal’s proxy voting policy is first, followed by
the Sub-Advisors, alphabetically.
Principal Management Corporation (“Principal”) Proxy Voting Policy
Effective March 10, 2009
Proxy Voting Policy
Principal believes that proxy
voting and the analysis of corporate governance issues, in general, are important elements of the portfolio management services
provided to the firm’s advisory clients. The guiding principles in performing proxy voting are to make decisions that (i)
favor proposals that tend to maximize a company's shareholder value and (ii) are not influenced by conflicts of interest. These
principles reflect the belief that sound corporate governance will create a framework within which a company can be managed in
the interests of its shareholders.
Proxy Voting Procedures
Principal has implemented
these procedures with the premise that portfolio management personnel base their determinations of whether to invest in a particular
company on a variety of factors, and while corporate governance is one such factor, it may not be the primary consideration. As
such, the principles and positions reflected in the procedures are designed to guide in the voting of proxies, and not necessarily
in making investment decisions.
Institutional Shareholder
Services (“ISS”)
.
Based on Principal’s investment philosophy and approach to portfolio construction,
and given the complexity of the issues that may be raised in connection with proxy votes, Principal has retained the services of
ISS, an independent company that specializes in providing a variety of fiduciary-level proxy-related services to institutional
investment managers. The services provided to Principal include in-depth research, voting recommendations, vote execution, recordkeeping,
and reporting.
Principal has elected to
follow ISS Standard Proxy Voting Guidelines (the “Guidelines”), which embody the positions and factors that Principal
generally considers important in casting proxy votes. The Guidelines address a wide variety of individual topics, including, among
other matters, shareholder voting rights, anti-takeover defenses, Board structures, the election of directors, executive and director
compensation, reorganizations, mergers, and various shareholder proposals. In connection with each proxy vote, ISS prepares a written
analysis and recommendation that reflects ISS’ application of the Guidelines to the particular proxy issues.
On any particular proxy vote,
a Portfolio Manager may decide to diverge from the Guidelines. Where the Guidelines do not direct a particular response and instead
list relevant factors, the ISS Recommendation will reflect ISS own evaluation of the factors. The Portfolio Manager has access
to ISS Recommendations and may determine that it is in the best interest of shareholders to vote differently.
In the event that judgment
differs from that of ISS, Principal will memorialize the reasons supporting that judgment and retain a copy of those records. In
such cases, the following will be required:
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·
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The requesting Portfolio Manager must put forth, in writing, the reasons for their decision;
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The approval of Principal’s Chief Investment Officer;
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Notification to the Proxy Voting Coordinator and other appropriate personnel (including PGI Portfolio Managers whose clients may own the particular security);
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A determination that the decision is not influenced by any conflict of interest; and
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·
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The creation of a written record reflecting the process.
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Conflicts of Interest.
Principal has implemented procedures designed to prevent conflicts of interest from influencing proxy voting decisions. These procedures
are designed to eliminate Principal’s discretion in voting such proxies to eliminate the conflict. The procedures
used differ for the SAM Portfolio and LifeTime portfolios of the Principal Fund clients and all other clients.
Conflict Procedures for
the SAM Portfolios and LifeTime Portfolios
The SAM Portfolios and the
LifeTime portfolios invest in shares of other Principal Mutual Funds. Principal is authorized to vote proxies related to the underlying
funds. If an underlying fund holds a shareholder meeting, in order to avoid any potential conflict of interest, Principal will
vote shares of such fund on any proposal submitted to the underlying fund’s shareholders in the same proportion as the votes
of other shareholders of the underlying fund.
Conflict Procedures for
All Other Clients
The conflict avoidance procedures
for securities held by all other clients include Principal’s use of the Guidelines and ISS Recommendations. Proxy votes cast
by Principal in accordance with the Guidelines and ISS Recommendations are generally not viewed as being the product of any conflicts
of interest because Principal cast such votes pursuant to a pre-determined policy based upon the recommendations of an independent
third-party.
Principal’s procedures
also prohibit the influence of conflicts of interest where a Portfolio Manager decides to vote against an ISS Recommendation, as
described above. In exceptional circumstances, the approval process may also include consultation with Principal’s senior
management, the Law Department, outside counsel, and/or the client whose account may be affected by the conflict. Principal will
maintain a record of the resolution of any proxy voting conflict of interest.
Proxy Voting Instructions
and New Accounts.
As part of the new account opening process for discretionary institutional clients for which Principal retains
proxy voting responsibility, Principal’s Client Services Department is responsible for sending a proxy letter to the client’s
custodian. This letter instructs the custodian to send the client’s proxy materials to ISS for voting. The custodian must
complete the letter and fax it to ISS, with a copy to the Principal’s Client Services Department and the Proxy Voting Coordinator.
This process is designed to ensure and document that the custodian is aware of its responsibility to send proxies to ISS.
Securities Lending.
At
times, neither Principal nor ISS will be allowed to vote proxies on behalf of Clients when those Clients have adopted a securities
lending program. Typically, Clients who have adopted securities lending programs have made a general determination that the lending
program provides a greater economic benefit than retaining the ability to vote proxies. Notwithstanding this fact, in the event
that a proxy voting matter has the potential to materially enhance the economic value of the Client’s position and that position
is lent out, Principal will make reasonable efforts to inform the Client that neither Principal nor ISS is able to vote the proxy
until the lent security is recalled.
Abstaining from Voting
Certain Proxies
. Principal shall at no time ignore or neglect their proxy voting responsibilities. However, there may be times
when refraining from voting is in the Client’s best interest, such as when Principals’ analysis of a particular proxy
issue reveals that the cost of voting the proxy may exceed the expected benefit to the Client. Such proxies may be voted on a best-efforts
basis. These issues may include, but are not limited to:
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·
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Restrictions for share blocking countries;1
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1
In certain markets where share blocking occurs, shares must be “frozen” for trading purposes at the custodian or sub-custodian
in order to vote. During the time that shares are blocked, any pending trades will not settle. Depending on the market, this period
can last from one day to three weeks. Any sales that must be executed will settle late and potentially be subject to interest charges
or other punitive fees.
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Casting a vote on a foreign security may require that Principal engage a translator;
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Restrictions on foreigners’ ability to exercise votes;
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Requirements to vote proxies in person;
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Requirements to provide local agents with power of attorney to facilitate the voting instructions;
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Untimely notice of shareholder meeting;
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·
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Restrictions on the sale of securities for a period of time in proximity to the shareholder meeting.
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Proxy Solicitation Communications
and Handling of Information Requests Regarding Proxies
. Employees must promptly inform the Proxy Voting Coordinator of the
receipt of any solicitation from any person related to Clients’ proxies. As a matter of practice, Principal will not reveal
or disclose to any third-party how they may have voted (or intend to vote) on a particular proxy until after such proxies have
been counted at a shareholder’s meeting. However, the Proxy Voting Coordinator may disclose that it is the general policy
to follow ISS Guidelines. At no time may any Employee accept any remuneration in the solicitation of proxies.
Employees may be contacted
by various entities that request or provide information related to particular proxy issues. Specifically, investor relations, proxy
solicitation, and corporate/financial communications firms (e.g., Thomson Financial, Richard Davies, DF King, Georgeson Shareholder)
may contact Principal to ask questions regarding total holdings of a particular stock across advisory Clients, or how they intend
to vote on a particular proxy. In addition, issuers may call (or hire third-parties to call) with intentions to influence the votes
(i.e., to vote against ISS recommendation).
Employees that receive information
requests related to proxy votes should forward such communications (e.g., calls, e-mails, etc.) to the Proxy Voting Coordinator.
The Proxy Voting Coordinator will take steps to verify the identity of the caller and his/her firm prior to exchanging any information.
In addition, the Proxy Voting Coordinator may consult with the appropriate Portfolio Manager(s) and/or the CCO with respect to
the type of information that can be disclosed. Certain information may have to be provided pursuant to foreign legal requirements
(e.g., Section 793 of the UK Companies Act).
Proxy Voting Errors
.
In the event that any Employee becomes aware of an error related to proxy voting, he/she must promptly report that matter to the
Proxy Voting Coordinator. The Proxy Voting Coordinator will take immediate steps to determine whether the impact of the error is
material and to address the matter. The Proxy Voting Coordinator, with the assistance of the CCO, will generally prepare a memo
describing the analysis and the resolution of the matter. Supporting documentation (e.g., correspondence with ISS, client, Portfolio
Managers/ analysts, etc.) will be maintained by the Compliance Department. Depending on the severity of the issue, the Law Department,
outside counsel, and/or affected clients may be contacted.
Recordkeeping.
Principal
must maintain the documentation described in the following section for a period of not less than five (5) years, the first two
(2) years at the principal place of business. The Compliance Department, in coordination with ISS, is responsible for the following
procedures and for ensuring that the required documentation is retained.
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Client request to review proxy votes:
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o
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Any request, whether written (including e-mail) or oral, received by any Employee of Principal, must be promptly reported to the Proxy Voting Coordinator. All written requests must be retained in the client’s permanent file.
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o
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The Proxy Voting Coordinator will record the identity of the client, the date of the request, and the disposition (e.g., provided a written or oral response to client’s request, referred to third-party, not a proxy voting client, other dispositions, etc.) in a suitable place.
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o
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The Proxy Voting Coordinator will furnish the information requested to the client within a reasonable time period (generally within 10 business days). Principal will maintain a copy of the written record provided in response to client’s written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the client’s written request, if applicable and maintained in the permanent file.
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o
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Clients are permitted to request the proxy voting record for the 5 year period prior to their request.
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Proxy statements received regarding client securities:
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o
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Upon inadvertent receipt of a proxy, Principal will generally forward to ISS for voting, unless the client has instructed otherwise.
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o
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Note: Principal is permitted to rely on proxy statements filed on the SEC’s EDGAR system instead of keeping their own copies.
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o
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Principals’ proxy voting record is maintained by ISS. The Proxy Voting Coordinator, with the assistance of the Client Services Department, will periodically ensure that ISS has complete, accurate, and current records.
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o
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Principal will maintain documentation to support the decision to vote against ISS recommendation.
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o
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Principal will maintain documentation or notes or any communications received from third-parties, other industry analysts, third-party service providers, company’s management discussions, etc. that were material in the basis for the decision.
|
Proxy Voting Policies and
Procedures For
Principal Investors Fund
Principal Variable Contracts
Fund
Principal Retail Funds
(December 15, 2003)
It is each fund's policy
to delegate authority to its advisor or sub-advisor, as appropriate, to vote proxy ballots relating to the fund's portfolio securities
in accordance with the advisor's or sub-advisor's voting policies and procedures.
The advisor or sub-advisor must
provide, on a quarterly basis:
|
1.
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Written affirmation that all proxies voted during the preceding calendar quarter, other than those specifically identified by the advisor or sub-advisor, were voted in a manner consistent with the advisor's or sub-advisor's voting policies and procedures. In order to monitor the potential effect of conflicts of interest of an advisor or sub-advisor, the advisor or sub-advisor will identify any proxies the advisor or sub-advisor voted in a manner inconsistent with its policies and procedures. The advisor or sub-advisor shall list each such vote, explain why the advisor or sub-advisor voted in a manner contrary to its policies and procedures, state whether the advisor or sub-advisor’s vote was consistent with the recommendation to the advisor or sub-advisor of a third party and, if so, identify the third party; and
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2.
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Written notification of any changes to the advisor's or sub-advisor's proxy voting policies and procedures made during the preceding calendar quarter.
|
The advisor or sub-advisor
must provide, no later than July 31 of each year, the following information regarding each proxy vote cast during the 12-month
period ended June 30 for each fund portfolio or portion of fund portfolio for which it serves as investment advisor,
in a format acceptable to fund management:
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1.
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Identification of the issuer of the security;
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2.
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Exchange ticker symbol of the security;
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3.
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CUSIP number of the security;
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4.
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The date of the shareholder meeting;
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5.
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A brief description of the subject of the vote;
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6.
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Whether the proposal was put forward by the issuer or a shareholder;
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7.
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Whether and how the vote was cast;
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8.
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Whether the vote was cast for or against management of the issuer.
|
aqr
capital Management, LLC (“AQR”)
Proxy
Policy
Investment Advisers Act of 1940
Rule 206(4)-6 imposes a number of requirements on investment advisers that have voting authority with respect to securities held
in their clients’ accounts. The SEC states that the duty of care requires an adviser with proxy voting authority to monitor
corporate actions and to vote the proxies. To satisfy its duty of loyalty, an adviser must cast the proxy votes in a manner consistent
with the best interests of its clients, and must never put the adviser’s own interests above those of its clients.
These written policies and procedures
are designed to reasonably ensure that AQR votes proxies in the best interest of clients over whom AQR has voting authority; and
describes how AQR addresses material conflicts between its interests and those of its clients with respect to proxy voting.
Generally, AQR will vote based
upon the recommendations of ISS Governance Services ("ISS"), an unaffiliated third party corporate governance research
service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, recordkeeping and vote disclosure
services
.
Appendix 1 of this policy contains a summary of the Proxy Voting Guidelines employed by ISS and adopted by AQR
for voting proxies. Although ISS' analyses are reviewed and considered in making a final voting decision, AQR will make the ultimate
decision. As a matter of policy, the employees, officers, or principals of AQR will not be influenced by outside sources whose
interests conflict with the interests of its Clients.
In addition, unless prior approval
is obtained from AQR’s CCO the following must be adhered to:
|
(a)
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AQR shall not engage in conduct that involves an attempt to change or influence the control of
a public company. In addition, all communications regarding proxy issues or corporate actions between companies or their agents,
or with fellow shareholders shall be for the sole purpose of expressing and discussing AQR's concerns for its advisory clients'
interests and not for an attempt to influence or control management.
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(b)
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AQR will not announce its voting intentions and the reasons therefore.
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Date Modified: 5/4/2011
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99
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CONFIDENTIAL
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(c)
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AQR shall not participate in a proxy solicitation or otherwise seek proxy-voting authority from
any other public company shareholder.
|
AQR has the
responsibility to process proxies and maintain proxy records pursuant to SEC rules and regulations. Therefore, AQR will attempt
to process every vote it receives for all domestic and foreign proxies. However, there may be situations in which AQR cannot vote
proxies. For example:
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·
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If the cost of voting a proxy outweighs the benefit of voting, AQR may refrain from processing
that vote.
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·
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AQR may not be given enough time to process the vote. For example ISS through no fault of its own,
may receive a meeting notice from the company too late, or may be unable to obtain a timely translation of the agenda.
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·
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If AQR has outstanding sell orders or intends to sell, the proxies for those meetings may not be
voted in order to facilitate the sale of those securities. Although AQR may hold shares on a company's record date, should it sell
them prior to the company's meeting date, AQR ultimately may decide not to vote those shares.
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·
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AQR will generally refrain from voting proxies on foreign securities that are subject to share
blocking restrictions.
|
AQR may vote
against an agenda item where no further information is provided, particularly in non-U.S. markets. AQR may also enter an "abstain"
vote on the election of certain directors from time to time based on individual situations, particularly where AQR is not in favor
of electing a director and there is no provision for voting against such director.
If an AQR portfolio
manager determines that the interests of clients are best served by voting differently from the ISS recommended vote, approval
must be obtained from the CCO or designee. AQR will adhere to the Conflict of Interest (below) section of this policy in all instances
where the recommended vote is not taken.
AQR will periodically review
the outside party's voting standards and guidelines to make certain that proxy issues are voted in accordance with the adopted
proxy voting guidelines and the avoidance of conflicts of interest.
AQR has engaged ISS to assist
in the administrative aspects for the voting of proxies. ISS is responsible for coordinating with Clients' custodians to ensure
that all proxy materials received by the custodians relating to the Clients' portfolio securities are processed in a timely fashion.
To the extent applicable, ISS votes all proxies in accordance with its own proxy voting guidelines (please see Proxy Guidelines
above), which have been reviewed and adopted by AQR. The CCO shall supervise the proxy voting process.
Upon request, AQR will furnish
a copy of the policies and procedures to the requesting client and information on how the client’s proxies were voted.
Date Modified: 5/4/2011
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100
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CONFIDENTIAL
|
Occasions may
arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest
may exist, for example, if AQR has a business relationship with (or is actively soliciting business from) either the company soliciting
the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular
outcome of a proxy vote. Any individual with knowledge of a personal conflict of interest (e.g., familial relationship with company
management) relating to a particular referral item shall disclose that conflict to the CCO and otherwise remove him or herself
from the proxy voting process. The CCO will review each item referred to by AQR's investment professionals to determine if a conflict
of interest exists and will draft a Conflicts Report for each referral item that (1) describes any conflict of interest; (2) discusses
the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside AQR (other than routine
communications from proxy solicitors) with respect to the referral item not otherwise reported in an investment professional's
recommendation. The Conflicts Report will also include written confirmation that any recommendation from an investment professional
provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to
any other consideration.
Date Modified: 5/4/2011
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101
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CONFIDENTIAL
|
Appendix 1
Proxy
Voting Guidelines
Date Modified: 5/4/2011
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102
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CONFIDENTIAL
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Global corporate governance &
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engagement principles
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February 2011
|
Global corporate governance
and engagement principles
Contents
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Introduction to BlackRock
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2
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Philosophy on corporate governance
|
2
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Corporate governance, engagement and voting
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3
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- Boards and directors
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4
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- Accounting and audit-related issues
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5
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- Capital structure, merger, asset sales and other special transactions
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6
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- Remuneration and benefits
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6
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- Social, ethical, and environmental issues
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7
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- General corporate governance matters
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7
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BlackRock’s oversight of its corporate governance activities
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8
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- Oversight
|
8
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- Vote execution
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8
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- Conflicts management
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9
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- Voting guidelines
|
10
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- Reporting
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11
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2011 Global corporate governance and engagement principles
|
|
Global corporate governance
and engagement principles
Introduction to BlackRock
BlackRock is the world’s
preeminent asset management firm and a premier provider of global investment management, risk management and advisory services
to institutional and individual clients around the world. With more than $3.56 trillion
1
in assets under management, BlackRock offers a wide range of investment strategies and product structures to meet clients’
needs, including individual and institutional separate accounts, mutual funds, and other pooled investment vehicles and the industry-leading
iShares exchange traded funds. Through BlackRock Solutions®, we offer risk management, strategic advisory and enterprise
investment system services to a broad base of clients.
Philosophy on corporate governance
BlackRock’s corporate
governance program is focused on protecting and enhancing the economic value of the companies in which it invests on behalf of
clients. We do this through engagement with boards and management of investee companies and, for those clients who have
given us authority, through voting at shareholder meetings.
We believe that there are certain
fundamental rights attached to share ownership: companies should be accountable to shareholders for the use of their
money, companies and their boards should be structured with appropriate checks and balances to ensure that they operate in shareholders’
interests, effective voting rights are central to the rights of ownership and there should be one vote for one share. Key
elements of shareholder protection include protection against excessive dilution, the election of directors and the appointment
of auditors. Specifically, shareholders should have the right to elect, remove and nominate directors and to amend the
corporate charter or by-laws. Shareholders should also be able to vote on matters that are material to the protection
of their investment including but not limited to changes to the purpose of the business, the distribution of income and the capital
structure. In order to exercise these rights in their own best interests, we believe shareholders have the right to
sufficient and timely information to be able to take an informed view of the performance of the company and management.
Our focus is on the board of
directors, as the agents of shareholders, who should set the company’s strategic aims within a framework of prudent and effective
controls which enables risk to be assessed and managed. The board should provide direction and leadership to the management
and oversee their performance. Our starting position is to be supportive of boards in their oversight efforts on our
behalf and the items of business they put to a shareholder vote at shareholder meetings. Votes against or withheld from
resolutions proposed by the board are a signal that we are concerned that the directors or management have either not acted in
the interests of shareholders or have not responded adequately to shareholder concerns communicated to it regarding the strategy
or management of a company.
These principles set out our
approach to engaging with companies, provide guidance on our position on the key aspects of corporate governance and outline how
these might be reflected in our voting decisions. Corporate governance practices vary internationally and our expectations
in relation to individual companies are based on the legal and regulatory framework of each market. However, we do believe
that there are some overarching principles of corporate governance that apply globally. We assess voting matters on
a case-by-case basis and in light of a company’s unique circumstances. We are interested to understand from the
company’s reporting the approach taken, particularly where it is different from the usual market practice and to understand
how it benefits shareholders.
1
Assets under management
are approximate, as of December 31, 2010, and are subject to change.
2011 Global corporate governance and engagement principles
|
|
Global corporate governance
and engagement principles
BlackRock also believes that
shareholders are responsible for exercising oversight of, and promoting due care in, the stewardship of their investment in a company. These
ownership responsibilities include, in our view, engaging in certain circumstances with management or board members on corporate
governance matters, voting proxies in the best long-term economic interests of shareholders and engaging with regulatory bodies
to ensure a sound policy framework consistent with promoting long-term shareholder value creation. Institutional shareholders
also have responsibilities to their clients to have appropriate resources and oversight structures. BlackRock’s
approach to oversight in relation to its corporate governance activities is set out in the section titled “BlackRock’s
oversight of its corporate governance activities” below.
Corporate governance, engagement
and voting
We recognize that accepted standards
of corporate governance differ between markets but we believe that there are sufficient common threads globally to identify an
overarching set of principles. The primary objective of our corporate governance activities is the protection and enhancement
of our clients’ investments in public corporations. Thus, these principles focus on practices and structures that
we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In
our regional and market-specific voting guidelines we explain how these principles inform our voting decisions in relation to specific
resolutions that may appear on the agenda of a shareholder meeting in the relevant market.
The six key themes are:
►
|
Accounting and audit-related issues
|
►
|
Capital structure, mergers, asset sales and other special transactions
|
►
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Remuneration and benefits
|
►
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Social, ethical and environmental issues
|
►
|
General corporate governance matters
|
At a minimum we would expect
companies to observe the accepted corporate governance standard in their domestic market or to explain why doing so is not in the
interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent
with our view of what is in the best interests of shareholders we will engage with the company and/or use our vote to encourage
better practice. In making voting decisions, we take into account research from external proxy advisors, other internal
and external research and academic articles, information published by the company or provided through engagement and the views
of our equity portfolio managers.
2011 Global corporate governance and engagement principles
|
|
Global corporate governance
and engagement principles
BlackRock views engagement as
an important activity; engagement provides BlackRock with the opportunity to improve our understanding of investee companies and
their governance structures, so that our voting decisions may be better informed. Engagement also allows us to share
our philosophy and approach to investment and corporate governance with issuers to enhance their understanding of our objectives. There
are a range of approaches we may take in engaging companies depending on the nature of the issue under consideration, the company
and the market.
Boards and directors
The performance of the board
is critical to the economic success of the company and to the protection of shareholders’ interests. Board members
serve as agents of shareholders in overseeing the operation and strategic direction of the company. For this reason,
BlackRock focuses on directors in many of its engagements and sees the election of directors as one of its most important responsibilities
in the proxy voting context.
We expect the board of directors
to promote and protect shareholder interests by:
►
|
establishing an appropriate corporate governance structure;
|
►
|
overseeing and supporting management in setting strategy;
|
►
|
ensuring the integrity of financial statements;
|
►
|
making decisions regarding mergers, acquisitions and disposals;
|
►
|
establishing appropriate executive compensation structures; and
|
►
|
addressing business issues including social, ethical and environmental issues when they have the potential to materially impact company reputation and performance.
|
There should be clear definitions
of the role of the board, the sub-committees of the board and the senior management such that the responsibilities of each are
well understood and accepted. Companies should report publicly the approach taken to governance (including in relation
to board structure) and why this approach is in the interest of shareholders. We will engage with the appropriate directors
where we have concerns about the performance of the board or the company, the broad strategy of the company or the performance
of individual board members. Concerns about individual board directors may include their membership on the board of
a different company where that board has performed poorly and failed to protect shareholder interests.
BlackRock believes that directors
should stand for re-election on a regular basis. We assess directors nominated for election or re-election in the context
of the composition of the board as a whole. There should be detailed disclosure of the relevant credentials of the individual
directors in order that shareholders can assess the caliber of an individual nominee. We expect there to be a sufficient
number of independent directors on the board to ensure the protection of the interests of all shareholders. Common impediments
to independence include but are not limited to:
►
|
current employment at the company or a subsidiary;
|
►
|
former employment within the past several years as an executive of the company;
|
►
|
providing substantial professional services to the company and/or members of the company’s management;
|
►
|
having had a substantial business relationship in the past three years;
|
2011 Global corporate governance and engagement principles
|
|
Global corporate governance
and engagement principles
►
|
having, or representing a shareholder with, a substantial shareholding in the company;
|
►
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being an immediate family member of any of the aforementioned; and
|
►
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interlocking directorships.
|
BlackRock believes that the
operation of the board is enhanced when there is a clearly independent, senior non-executive director to lead it. Where
the chairman is also the CEO or is otherwise not independent the company should have an independent lead director. The
role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring
adequate information is provided to the board and encouraging independent participation in board deliberations. The
lead independent board director should be available to shareholders where they have concerns that they wish to discuss.
To ensure that the board remains
effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience amongst
the members. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh
the group’s thinking and to ensure both continuity and adequate succession planning. We believe that directors
are in the best position to assess the optimal size for the board but we would be concerned if a board seemed too small to have
an appropriate balance of directors or too large to be effective.
There are matters for which
the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock
believes that shareholders’ interests are best served when the independent members of the board form a sub-committee to deal
with such matters. In many markets, these sub-committees of the board specialize in audit, director nominations and
compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one
with a related party.
Accounting and audit-related
issues
BlackRock recognizes the critical
importance of financial statements which provide a complete and accurate picture of a company’s financial condition. We
will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We
take particular note of cases involving significant financial restatements or ad hoc notifications of material financial weakness.
The integrity of financial statements
depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe
it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company
in addition to the audit the fees earned should be disclosed and explained. Audit committees should also have in place
a procedure for assuring annually the independence of the auditor.
2011 Global corporate governance and engagement principles
|
|
Global corporate governance
and engagement principles
Capital structure, merger,
asset sales and other special transactions
The capital structure of a company
is critical to its owners, the shareholders, as it impacts the value of their investment and the priority of their interest in
the company relative to that of other equity or debt investors. Pre-emption rights are a key protection for shareholders
against the dilution of their interests.
In assessing mergers, asset
sales or other special transactions, BlackRock’s primary consideration is the long-term economic interests of shareholders. Boards
proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review the transaction
to determine the degree to which the proposed transaction enhances long term shareholder value. We would prefer that
such transactions have the unanimous support of the board and have been negotiated at arm’s length. We may seek
reassurance from the board that executive and/or board members’ financial interests in a given transaction have not affected
their ability to place shareholders’ interests before their own. Where the transaction does involve related parties
we would expect the recommendation to support it to come from the independent directors and would prefer only non-conflicted shareholders
to vote on the proposal.
BlackRock believes that shareholders
have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate
mechanisms designed to limit shareholders’ ability to sell their shares are contrary to basic property rights. Such
mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders
are broadly capable of making decisions in their own best interests. We would expect any so-called ‘shareholder
rights plans’ being proposed by a board to be subject to shareholder approval on introduction and periodically thereafter
for continuation.
Remuneration and benefits
BlackRock expects a company’s
board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned
with shareholder interests. We would expect the compensation committee to take into account the specific circumstances
of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their
compensation packages incorporate appropriate and challenging performance conditions consistent with corporate strategy and market
practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation
structures. We hold members of the compensation committee or equivalent accountable for poor compensation practices
or structures.
BlackRock believes that there
should be a clear link between variable pay and company performance as reflected in returns to shareholders. We are
not supportive of one-off or special bonuses unrelated to company or individual performance. We support incentive plans
that payout rewards earned over multiple and extended time periods. We believe consideration should be given to building
claw back provisions into incentive plans such that executives would be required to repay rewards where they were not justified
by actual performance. Compensation committees should guard against contractual arrangements that would entitle executives
to material compensation for early termination of their contract. Finally, pension contributions should be reasonable
in light of market practice.
Outside directors should be
compensated in a manner that does not risk compromising their independence or aligning their interests too closely with those of
the management, whom they are charged with overseeing.
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Social, ethical, and environmental
issues
Our fiduciary duty to clients
is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within
this context that we undertake our corporate governance activities. We believe that well-managed companies will deal
effectively with the social, ethical and environmental (SEE) aspects of their businesses.
BlackRock expects companies
to identify and report on the key, business-specific SEE risks and opportunities and to explain how these are managed. This
explanation should make clear how the approach taken by the company best serves the interests of shareholders and protects and
enhances the long-term economic value of the company. The key performance indicators in relation to SEE matters should
also be disclosed and performance against them discussed, along with any peer group benchmarking and verification processes in
place. This helps shareholders assess how well management are dealing with the SEE aspects of the business. Any
global standards adopted should also be disclosed and discussed in this context.
We may vote against the election
of directors where we have concerns that a company might not be dealing with SEE issues appropriately. Sometimes we
may reflect such concerns by supporting a shareholder proposal on the issue, where there seems to be either a significant potential
threat or realized harm to shareholders’ interests caused by poor management of SEE matters. In deciding our course
of action, we will assess whether the company has already taken sufficient steps to address the concern and whether there is a
clear and substantial economic disadvantage to the company if the issue is not addressed.
More commonly, given that these
are often not voting issues, we will engage directly with the board or management. The trigger for engagement on a particular SEE
concern is our assessment that there is potential for material economic ramifications for shareholders.
We do not see it as our role
to make social, ethical or political judgments on behalf of clients. We expect investee companies to comply, as a minimum,
with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations
where such laws or regulations are contradictory or ambiguous.
General corporate governance
matters
BlackRock believes that shareholders
have a right to timely and detailed information on the financial performance and situation of the companies in which they invest. In
addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence
these. The reporting and disclosure provided by companies forms the basis on which shareholders can assess the extent
to which the economic interests of shareholders have been protected and enhanced and the quality of the board’s oversight
of management. BlackRock considers as fundamental, shareholders’ rights to vote, including on changes to governance
mechanisms, to submit proposals to the shareholders’ meeting and to call special meetings of shareholders.
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BlackRock’s oversight
of its corporate governance activities
Oversight
BlackRock holds itself to a
very high standard in its corporate governance activities, including in relation to executing proxy votes. The Global
Corporate Governance Group reports in to the equity business and is considered an investment function. BlackRock maintains regional
oversight committees (“corporate governance committees”) for the Americas, Europe, Asia ex-Japan, Japan, and Australia/New
Zealand, consisting of senior BlackRock investment professionals. All the regional committees report up to the Global
Corporate Governance Committee which is composed of the Chair and Vice-Chair of each regional committee. The committees
review and approve amendments to the BlackRock Guidelines and grant authority to the Global Head of Corporate Governance (“Global
Head”), a dedicated BlackRock employee without sales responsibilities, to vote in accordance with the Guidelines. The
Global Head leads a team of dedicated BlackRock employees without sales responsibilities (“Corporate Governance Group”)
to carry out engagement, voting and vote operations in a manner consistent with the committees’ mandate. The Corporate
Governance Group engages companies in conjunction with the portfolio managers in discussions of significant governance issues,
conducts research on corporate governance issues and participates in industry discussions to keep abreast of the field of corporate
governance. The Corporate Governance Group, or vendors overseen by the Corporate Governance Group, also monitor upcoming
proxy votes, execute proxy votes and maintain records of votes cast. The Corporate Governance Group may refer complicated
or particularly controversial matters or discussions to the appropriate investors and/or regional Corporate Governance Committees
for their review, discussion and guidance prior to making a voting decision. The Committees likewise retain the authority
to, among other things, deliberate or otherwise act directly on specific proxies as they deem appropriate. BlackRock’s
Equity Investment Portfolio Oversight Committee (EIPOC) oversees certain aspects of the Global Corporate Governance Committee and
the corporate governance function’s activities.
Vote execution
BlackRock carefully considers
proxies submitted to funds and other fiduciary accounts (“Funds”) for which it has voting authority. BlackRock votes
(or refrains from voting) proxies for each Fund for which it has voting authority based on BlackRock’s evaluation of the
best long-term economic interests of shareholders, in the exercise of its independent business judgment, and without regard to
the relationship of the issuer of the proxy (or any dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock
or BlackRock’s affiliates.
When exercising voting rights,
BlackRock will normally vote on specific proxy issues in accordance with its proxy voting guidelines (“Guidelines”)
for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local
market practice, as developments in corporate governance occur, or as otherwise deemed advisable by BlackRock’s Corporate
Governance Committees. The committees may, in the exercise of their business judgment, conclude that the Guidelines
do not cover the specific matter upon which a proxy vote is requested or that an exception to the Guidelines would be in the best
long-term economic interests of BlackRock’s clients.
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In certain markets, proxy voting
involves logistical issues which can affect BlackRock’s ability to vote such proxies, as well as the desirability of voting
such proxies. These issues include but are not limited to: (i) untimely notice of shareholder meetings; (ii)
restrictions on a foreigner’s ability to exercise votes; (iii) requirements to vote proxies in person; (iv) “shareblocking”
(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified
period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; and (vi) requirements to
provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of
impediments to the exercise of voting rights such as shareblocking or overly burdensome administrative requirements.
As a consequence, BlackRock
votes proxies in these markets only on a “best-efforts” basis. In addition, the Corporate Governance Committees
may determine that it is generally in the best interests of BlackRock clients not to vote proxies of companies in certain countries
if the committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints)
associated with exercising a vote are expected to outweigh the benefit the client will derive by voting on the issuer’s proposal.
While it is expected that BlackRock,
as a fiduciary, will generally seek to vote proxies over which BlackRock exercises voting authority in a uniform manner for all
BlackRock clients, the relevant Corporate Governance Committee, in conjunction with the portfolio manager of an account, may determine
that the specific circumstances of such an account require that such account’s proxies be voted differently due to such account’s
investment objective or other factors that differentiate it from other accounts. In addition, BlackRock believes portfolio
managers may from time to time legitimately reach differing but equally valid views, as fiduciaries for their funds and the client
assets in those funds, on how best to maximize economic value in respect of a particular investment. Accordingly, portfolio
managers retain full discretion to vote the shares in the funds they manage based on their analysis of the economic impact of a
particular ballot item.
Conflicts management
BlackRock maintains policies
and procedures that are designed to prevent undue influence on BlackRock’s proxy voting activity that might stem from any
relationship between the issuer of a proxy (or any dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or
a Fund’s affiliates. Some of the steps BlackRock has taken to prevent conflicts include, but are not limited to:
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BlackRock has adopted a proxy voting oversight structure whereby the Corporate Governance Committees oversee the voting decisions and other activities of the Global Corporate Governance Group, and particularly its activities with respect to voting in the relevant region of each committee’s jurisdiction.
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The Corporate Governance Committees have adopted Guidelines for each region, which set forth the firm’s views with respect to certain corporate governance and other issues that typically arise in the proxy voting context. The Corporate Governance Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the voting process. In addition, the Committee receives periodic reports regarding the specific votes cast by the Corporate Governance Group and regular updates on material process issues, procedural changes and other matters of concern to the Committee.
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BlackRock’s Global Corporate Governance Committee oversees the Global Head, the Corporate Governance Group and the Corporate Governance Committees. The Global Corporate Governance Committee conducts a review, at least annually, of the proxy voting process to ensure compliance with BlackRock’s risk policies and procedures.
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BlackRock maintains a reporting structure that separates the Global Head and Corporate Governance Group from employees with sales responsibilities. In addition, BlackRock maintains procedures to ensure that all engagements with corporate issuers or dissident shareholders are managed consistently and without regard to BlackRock’s relationship with the issuer of the proxy or dissident shareholder. Within the normal course of business, the Global Head or Corporate Governance Group may engage directly with BlackRock clients, and with employees with sales responsibilities, in discussions regarding general corporate governance policy matters, and to otherwise ensure proxy-related client service levels are met. The Global Head or Corporate Governance Group does not discuss any specific voting matter with a client prior to the disclosure of the vote decision to all applicable clients after the shareholder meeting has taken place, except if the client is acting in the capacity as issuer of the proxy or dissident shareholder and is engaging through the established procedures independent of the client relationship.
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In certain instances, BlackRock may determine to engage an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law. The independent fiduciary may either vote such proxies, or provide BlackRock with instructions as to how to vote such proxies. In the latter case, BlackRock votes the proxy in accordance with the independent fiduciary’s determination. Use of an independent fiduciary has been adopted for voting the proxies related to any company that is affiliated with BlackRock, or any company that includes BlackRock employees on its board of directors.
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With regard to the relationship
between securities lending and proxy voting, BlackRock’s approach is driven by our clients’ economic interests. The
evaluation of the economic desirability of recalling loans involves balancing the revenue producing value of loans against the
likely economic value of casting votes. Based on our evaluation of this relationship, we believe that generally the
likely economic value of casting most votes is less than the securities lending income, either because the votes will not have
significant economic consequences or because the outcome of the vote would not be affected by BlackRock recalling loaned securities
in order to ensure they are voted. Periodically, BlackRock analyzes the process and benefits of voting proxies for securities
on loan, and will consider whether any modification of its proxy voting policies or procedures is necessary in light of future
conditions. In addition, BlackRock may in its discretion determine that the value of voting outweighs the cost of recalling
shares, and thus recall shares to vote in that instance.
Voting guidelines
The attached issue-specific
voting Guidelines for each region/country in which we vote are intended to summarize BlackRock’s general philosophy and approach
to issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not
intended to be exhaustive. BlackRock applies the Guidelines on a case-by-case basis, in the context of the individual
circumstances of each company and the specific issue under review. As such, these Guidelines do not provide a guide
to how BlackRock will vote in every instance. Rather, they share our view about corporate governance issues generally,
and provide insight into how we typically approach issues that commonly arise on corporate ballots.
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Reporting
We report our proxy voting activity
directly to clients and publically as required. In addition, we publish for clients a more detailed discussion of our
corporate governance activities, including engagement with companies and with other relevant parties.
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BROOKFIELD INVESTMENT MANAGEMENT
INC.
AMP CAPITAL BROOKFIELD (US)
LLC
PORTFOLIO PROXY VOTING POLICIES
AND PROCEDURES
JULY 2010
The Portfolio Proxy Voting Policies and
Procedures (the “Policies and Procedures”) set forth the proxy voting policies, procedures and guidelines to be followed
by Brookfield Investment Management Inc. and its subsidiaries (collectively, “BIM”) in voting portfolio proxies relating
to securities that are held in the portfolios of the investment companies or other clients (“Clients”) for which BIM
has been delegated such proxy voting authority.
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A.
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Proxy Voting Committee
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BIM’s internal proxy voting committee
(the “Committee”) is responsible for
overseeing the proxy voting process and ensuring that BIM meets its regulatory
and corporate governance obligations in voting of portfolio proxies.
The Committee shall oversee the proxy voting
agent’s compliance with these Policies and Procedures, including any deviations by the proxy voting agent from the proxy
voting guidelines (“Guidelines”).
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B.
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Administration and Voting of Portfolio Proxies
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1. Fiduciary Duty and Objective
As an investment adviser that has been
granted the authority to vote on portfolio proxies, BIM owes a fiduciary duty to its Clients to monitor corporate events and to
vote portfolio proxies consistent with the best interests of its Clients. In this regard, BIM seeks to ensure that all votes are
free from unwarranted and inappropriate influences. Accordingly, BIM generally votes portfolio proxies in a uniform manner for
its Clients and in accordance with these Policies and Procedures and the Guidelines.
In meeting its fiduciary duty, BIM generally
view proxy voting as a way to enhance the value of the company’s stock held by the Clients. Similarly, when voting on matters
for which the Guidelines dictate a vote be decided on a case-by-case basis, BIM’s primary consideration is the economic interests
its Clients.
2. Proxy Voting Agent
BIM may retain an independent third party
proxy voting agent to assist BIM in its proxy voting responsibilities in accordance with these Policies and Procedures and in particular,
with the Guidelines. As discussed above, the Committee is responsible for monitoring the proxy voting agent.
In general, BIM may consider the proxy
voting agent’s research and analysis as part of BIM’s own review of a proxy proposal in which the Guidelines recommend
that the vote be considered on a case-by-case basis. BIM bears ultimate responsibility for how portfolio proxies are voted. Unless
instructed otherwise by BIM, the proxy voting agent, when retained, will vote each portfolio proxy in accordance with the Guidelines.
The proxy voting agent also will assist BIM in maintaining records of BIM’s portfolio proxy votes, including the appropriate
records necessary for registered investment companies to meet their regulatory obligations regarding the annual filing of proxy
voting records on Form N-PX with the Securities and Exchange Commission (“SEC”).
3. Material Conflicts of Interest
BIM votes portfolio proxies without regard
to any other business relationship between BIM and the company to which the portfolio proxy relates. To this end, BIM must identify
material conflicts of interest that may arise between a Client and BIM, such as the following relationships:
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BIM provides significant investment advisory or other services to a portfolio company or its affiliates
(the “Company”) whose management is soliciting proxies or BIM is seeking to provide such services;
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BIM serves as an investment adviser to the pension or other investment account of the Company or
BIM is seeking to serve in that capacity; or
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BIM and the Company have a lending or other financial-related relationship.
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In each of these situations, voting against
the Company management’s recommendation may cause BIM a loss of revenue or other benefit.
BIM generally seeks to avoid such material
conflicts of interest by maintaining separate investment decision-making and proxy voting decision-making processes. To further
minimize possible conflicts of interest, BIM and the Committee employ the following procedures, as long as BIM determines that
the course of action is consistent with the best interests of the Clients:
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If the proposal that gives rise to a material
conflict is specifically addressed in the Guidelines, BIM will vote the portfolio proxy in accordance with the Guidelines, provided
that the Guidelines do not provide discretion to BIM on how to vote on the matter (
i.e
., case-by-case); or
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If the previous procedure does not provide
an appropriate voting recommendation, BIM may retain an independent fiduciary for advice on how to vote the proposal or the Committee
may direct BIM to abstain from voting because voting on the particular proposal is impracticable and/or is outweighed by the cost
of voting.
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4. Certain Foreign Securities
Portfolio proxies relating to foreign securities
held by Clients are subject to these Policies and Procedures. In certain foreign jurisdictions, however, the voting of portfolio
proxies can result in additional restrictions that have an economic impact to the security, such as “share-blocking.”
If BIM votes on the portfolio proxy, share-blocking may prevent BIM from selling the shares of the foreign security for a period
of time. In determining whether to vote portfolio proxies subject to such restrictions, BIM, in consultation with the Committee,
considers whether the vote, either in itself or together with the votes of other shareholders, is expected to affect the value
of the security that outweighs the cost of voting. If BIM votes on a portfolio proxy and during the “share-blocking period,”
BIM would like to sell the affected foreign security, BIM, in consultation with the Committee, will attempt to recall the shares
(as allowable within the market time-frame and practices).
C. Fund Board Reporting and Recordkeeping
BIM will prepare periodic reports for submission
to the Boards of Directors of its affiliated funds (the “Helios Funds”) describing:
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any issues arising under these Policies
and Procedures since the last report to the Helios Funds’ Boards of Directors and the resolution of such issues, including
but not limited to, information about conflicts of interest not addressed in the Policies and Procedures; and
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any proxy votes taken by BIM on behalf
of the Helios Funds since the last report to the Helios Funds’ Boards of Directors that deviated from these Policies and
Procedures, with reasons for any such deviations.
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In addition, no less frequently than annually,
BIM will provide the Boards of Directors of the Helios Funds with a written report of any recommended changes based upon BIM’s
experience under these Policies and Procedures, evolving industry practices and developments in the applicable laws or regulations.
BIM will maintain all records that are
required under, and in accordance with, the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940,
which include, but not limited to:
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these Policies and Procedures, as amended
from time to time;
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records of votes cast with respect to
portfolio proxies, reflecting the information required to be included in Form N-PX;
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records of written client requests for
proxy voting information and any written responses of BIM to such requests; and
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any written materials prepared by BIM
that were material to making a decision in how to vote, or that memorialized the basis for the decision.
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D. Amendments to these Procedures
The Committee shall periodically review
and update these Policies and Procedures as necessary. Any amendments to these Procedures and Policies (including the Guidelines)
shall be provided to the Board of Directors of BIM and to the Boards of Directors of the Helios Funds for review and approval.
E. Proxy Voting Guidelines
Guidelines are available upon request.
CREDIT SUISSE ASSET MANAGEMENT,
LLC
CREDIT SUISSE FUNDS
CREDIT SUISSE CLOSED-END
FUNDS
PROXY VOTING POLICY AND
PROCEDURES
Introduction
Credit Suisse Asset
Management, LLC (“Credit Suisse”) is a fiduciary that owes each of its clients duties of care and loyalty with respect
to proxy voting. The duty of care requires Credit Suisse to monitor corporate events and to vote proxies. To
satisfy its duty of loyalty, Credit Suisse must cast proxy votes in the best interests of each of its clients.
The Credit Suisse
Funds, and Credit Suisse Closed-End Funds (the “Funds”), which have engaged Credit Suisse Asset Management, LLC as
their investment adviser, are of the belief that the proxy voting process is a means of addressing corporate governance issues
and encouraging corporate actions both of which can enhance shareholder value.
Policy
The Proxy Voting
Policy (the “Policy”) set forth below is designed to ensure that proxies are voted in the best interests of Credit
Suisse’s clients. The Policy addresses particular issues and gives a general indication of how Credit Suisse will
vote proxies. The Policy is not exhaustive and does not include all potential issues.
Proxy Voting Committee
The Proxy Voting
Committee will consist of a member of the Portfolio Management Department, a member of the Legal and Compliance Department, and
a member of the Operations Department (or their designees). The purpose of the Proxy Voting Committee is to administer
the voting of all clients’ proxies in accordance with the Policy. The Proxy Voting Committee will review the Policy
annually to ensure that it is designed to promote the best interests of Credit Suisse’s clients.
For the reasons
disclosed below under “Conflicts,” the Proxy Voting Committee has engaged the services of an independent third party
(initially, Risk Metrics Group’s ISS Governance Services Unit (“ISS”)) to assist in issue analysis and vote recommendation
for proxy proposals. Proxy proposals addressed by the Policy will be voted in accordance with the Policy. Proxy
proposals addressed by the Policy that require a case-by-case analysis will be voted in accordance with the vote recommendation
of ISS. Proxy proposals not addressed by the Policy will also be voted in accordance with the vote recommendation of
ISS. To the extent that the Proxy Voting Committee proposes to deviate from the Policy or the ISS vote recommendation,
the Committee shall obtain client consent as described below.
Credit Suisse investment
professionals may submit a written recommendation to the Proxy Voting Committee to vote in a manner inconsistent with the Policy
and/or the recommendation of ISS. Such recommendation will set forth its basis and rationale. In addition,
the investment professional must confirm in writing that he/she is not aware of any conflicts of interest concerning the proxy
matter or provide a full and complete description of the conflict.
Conflicts
Credit Suisse is
the part of the asset management business of Credit Suisse, one of the world’s leading banks. As part of a global,
full service investment-bank, broker-dealer, and asset-management organization, Credit Suisse and its affiliates and personnel
may have multiple advisory, transactional, financial, and other interests in securities, instruments, and companies that may be
purchased or sold by Credit Suisse for its clients’ accounts. The interests of Credit Suisse and/or its affiliates
and personnel may conflict with the interests of Credit Suisse’s clients in connection with any proxy issue. In
addition, Credit Suisse may not be able to identify all of the conflicts of interest relating to any proxy matter.
Consent
In each and every
instance in which the Proxy Voting Committee favors voting in a manner that is inconsistent with the Policy or the vote recommendation
of ISS (including proxy proposals addressed and not addressed by the Policy), it shall disclose to the client conflicts of interest
information and obtain client consent to vote. Where the client is a Fund, disclosure shall be made to any one director
who is not an “interested person,” as that term is defined under the Investment Company Act of 1940, as amended, of
the Fund.
Recordkeeping
Credit Suisse is required
to maintain in an easily accessible place for six years all records relating to proxy voting.
These records include the
following:
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a copy of each proxy statement received on behalf of Credit Suisse clients;
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a record of each vote cast on behalf of Credit Suisse clients;
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a copy of all documents created by Credit Suisse personnel that were material to making a decision on a vote or that memorializes the basis for the decision; and
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a copy of each written request by a client for information on how Credit Suisse voted proxies, as well as a copy of any written response.
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Credit Suisse reserves
the right to maintain certain required proxy records with ISS in accordance with all applicable regulations.
Disclosure
Credit Suisse will
describe the Policy to each client. Upon request, Credit Suisse will provide any client with a copy of the Policy. Credit
Suisse will also disclose to its clients how they can obtain information on their proxy votes.
ISS will capture
data necessary for Funds to file Form N-PX on an annual basis concerning their proxy voting record in accordance with applicable
law.
Procedures
The Proxy Voting
Committee will administer the voting of all client proxies. Credit Suisse has engaged ISS as an independent third party proxy voting
service to assist in the voting of client proxies. ISS will coordinate with each client’s custodian to ensure
that proxy materials reviewed by the custodians are processed in a timely fashion. ISS will provide Credit Suisse with
an analysis of proxy issues and a vote recommendation for proxy proposals. ISS will refer proxies to the Proxy Voting
Committee for instructions when the application of the Policy is not clear. The Proxy Voting Committee will notify ISS
of any changes to the Policy or deviating thereof.
PROXY VOTING POLICY
Operational Items
Adjourn Meeting
Proposals to provide
management with the authority to adjourn an annual or special meeting will be determined on a case-by-case basis.
Amend Quorum Requirements
Proposals to reduce
quorum requirements for shareholder meetings below a majority of the shares outstanding will be determined on a case-by-case basis.
Amend Minor Bylaws
Generally vote for bylaw
or charter changes that are of a housekeeping nature.
Change Date, Time,
or Location of Annual Meeting
Generally vote for
management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable. Generally
vote against shareholder proposals to change the date/time/location of the annual meeting unless the current scheduling or location
is unreasonable.
Ratify Auditors
Generally vote for
proposals to ratify auditors unless: (1) an auditor has a financial interest in or association with the company, and is therefore
not independent; (2) fees for non-audit services are excessive, or (3) there is reason to believe that the independent auditor
has rendered an opinion, which is neither accurate nor indicative of the company's financial position. Generally vote
on a case-by-case basis on shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services
(or capping the level of non-audit services). Generally vote on a case-by-case basis on auditor rotation proposals taking
into consideration: (1) tenure of audit firm; (2) establishment and disclosure of a renewal process whereby the auditor is regularly
evaluated for both audit quality and competitive price; (3) length of the rotation period advocated in the proposal, and (4) significant
audit related issues.
Board of Directors
Voting on Director
Nominees in Uncontested Elections
Generally votes
on director nominees on a case-by-case basis. Votes may be withheld: (1) from directors who attended less than 75% of
the board and committee meetings without a valid reason for the absences; (2) implemented or renewed a dead-hand poison pill; (3)
ignored a shareholder proposal that was approved by a majority of the votes cast for two consecutive years; (4) ignored a shareholder
proposal approved by a majority of the shares outstanding; (5) have failed to act on takeover offers where the majority of the
shareholders have tendered their shares; (6) are inside directors or affiliated outside directors and sit on the audit, compensation,
or nominating committee; (7) are inside directors or affiliated outside directors and the full board serves as the audit, compensation,
or nominating committee or the company does not have one of these committees; or (8) are audit committee members and the non-audit
fees paid to the auditor are excessive
Cumulative Voting
Proposals to eliminate
cumulative voting will be determined on a case-by-case basis. Proposals to restore or provide for cumulative voting in the absence
of sufficient good governance provisions and/or poor relative shareholder returns will be determined on a case-by-case basis.
Director and Officer
Indemnification and Liability Protection
Proposals on director
and officer indemnification and liability protection generally evaluated on a case-by-case basis. Generally vote against
proposals that would: (1) eliminate entirely directors' and officers' liability for monetary damages for violating the duty of
care; or (2) expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary
obligation than mere carelessness. Generally vote for only those proposals providing such expanded coverage in cases
when a director's or officer's legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in
a manner that he reasonably believed was in the best interests of the company, and (2) only if the director's legal expenses would
be covered.
Filling Vacancies/Removal
of Directors
Generally vote against
proposals that provide that directors may be removed only for cause. Generally vote for proposals to restore shareholder
ability to remove directors with or without cause. Proposals that provide that only continuing directors may elect replacements
to fill board vacancies will be determined on a case-by-case basis. Generally vote for proposals that permit shareholders
to elect directors to fill board vacancies.
Independent Chairman
(Separate Chairman/CEO)
Generally vote for
shareholder proposals requiring the position of chairman be filled by an independent director unless there are compelling reasons
to recommend against the proposal, including: (1) designated lead director, elected by and from the independent board members with
clearly delineated duties; (2) 2/3 independent board; (3) all independent key committees; or (4) established governance guidelines.
Majority of Independent
Directors
Generally vote for
shareholder proposals requiring that the board consist of a majority or substantial majority (two-thirds) of independent directors
unless the board composition already meets the adequate threshold. Generally vote for shareholder proposals requiring
the board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently
do not meet that standard. Generally withhold votes from insiders and affiliated outsiders sitting on the audit, compensation,
or nominating committees. Generally withhold votes from insiders and affiliated outsiders on boards that are lacking
any of these three panels. Generally withhold votes from insiders and affiliated outsiders on boards that are not at
least majority independent.
Term Limits
Generally vote against shareholder
proposals to limit the tenure of outside directors.
Proxy Contests
Voting on Director Nominees
in Contested Elections
Votes in a contested
election of directors should be decided on a case-by-case basis, with shareholders determining which directors are best suited
to add value for shareholders. The major decision factors are: (1) company performance relative to its peers; (2) strategy
of the incumbents versus the dissidents; (3) independence of directors/nominees; (4) experience and skills of board candidates;
(5) governance profile of the company; (6) evidence of management entrenchment; (7) responsiveness to shareholders; or (8) whether
takeover offer has been rebuffed.
Amend Bylaws without
Shareholder Consent
Proposals giving
the board exclusive authority to amend the bylaws will be determined on a case-by-case basis. Proposals giving the board
the ability to amend the bylaws in addition to shareholders will be determined on a case-by-case basis.
Confidential Voting
Generally vote for
shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent
inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested
election, management should be permitted to request that the dissident group honor its confidential voting policy. If
the dissidents agree, the policy may remain in place. If the dissidents will not agree, the confidential voting policy
may be waived. Generally vote for management proposals to adopt confidential voting.
Cumulative Voting
Proposals to eliminate
cumulative voting will be determined on a case-by-case basis. Proposals to restore or provide for cumulative voting
in the absence of sufficient good governance provisions and/or poor relative shareholder returns will be determined on a case-by-case
basis.
Antitakeover Defenses
and Voting Related Issues
Advance Notice Requirements
for Shareholder Proposals/Nominations
Votes on advance
notice proposals are determined on a case-by-case basis.
Amend Bylaws without
Shareholder Consent
Proposals giving
the board exclusive authority to amend the bylaws will be determined on a case-by-case basis. Generally vote for proposals
giving the board the ability to amend the bylaws in addition to shareholders.
Poison Pills (Shareholder
Rights Plans)
Generally vote for
shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it. Votes regarding
management proposals to ratify a poison pill should be determined on a case-by-case basis. Plans should embody the following
attributes: (1) 20% or higher flip-in or flip-over; (2) two to three year sunset provision; (3) no dead-hand or no-hand features;
or (4) shareholder redemption feature
Shareholders' Ability
to Act by Written Consent
Generally vote against
proposals to restrict or prohibit shareholders' ability to take action by written consent. Generally vote for proposals
to allow or make easier shareholder action by written consent.
Shareholders' Ability to Call Special Meetings
Proposals to restrict
or prohibit shareholders' ability to call special meetings or that remove restrictions on the right of shareholders to act independently
of management will be determined on a case-by-case basis.
Supermajority Vote
Requirements
Proposals to require
a supermajority shareholder vote will be determined on a case-by-case basis Proposals to lower supermajority vote requirements
will be determined on a case-by-case basis.
Merger and Corporate
Restructuring
Appraisal Rights
Generally vote for proposals
to restore, or provide shareholders with, rights of appraisal.
Asset Purchases
Generally vote case-by-case
on asset purchase proposals, taking into account: (1) purchase price, including earnout and contingent payments; (2) fairness opinion;
(3) financial and strategic benefits; (4) how the deal was negotiated; (5) conflicts of interest; (6) other alternatives for the
business; or (7) noncompletion risk (company's going concern prospects, possible bankruptcy).
Asset Sales
Votes on asset sales
should be determined on a case-by-case basis after considering: (1) impact on the balance sheet/working capital; (2) potential
elimination of diseconomies; (3) anticipated financial and operating benefits; (4) anticipated use of funds; (5) value received
for the asset; fairness opinion (if any); (6) how the deal was negotiated; or (6) Conflicts of interest
Conversion of Securities
Votes on proposals
regarding conversion of securities are determined on a case-by-case basis. When evaluating these proposals, should review (1) dilution
to existing shareholders' position; (2) conversion price relative to market value; (3) financial issues: company's financial situation
and degree of need for capital; effect of the transaction on the company's cost of capital; (4) control issues: change in management;
change in control; standstill provisions and voting agreements; guaranteed contractual board and committee seats for investor;
veto power over certain corporate actions; (5) termination penalties; (6) conflict of interest: arm's length transactions, managerial
incentives. Generally vote for the conversion if it is expected that the company will be subject to onerous penalties
or will be forced to file for bankruptcy if the transaction is not approved.
Corporate Reorganization
Votes on proposals
to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case
basis, after evaluating: (1) dilution to existing shareholders' position; (2) terms of the offer; (3) financial issues; (4) management's
efforts to pursue other alternatives; (5) control issues; (6) conflict of interest. Generally vote for the debt restructuring
if it is expected that the company will file for bankruptcy if the transaction is not approved.
Reverse Leveraged
Buyouts
Votes on proposals
to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case
basis, after evaluating: (1) dilution to existing shareholders' position; (2) terms of the offer; (3) financial issues; (4) management's
efforts to pursue other alternatives; (5) control issues; (6) conflict of interest. Generally vote for the debt restructuring
if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation of Holding
Company
Votes on proposals
regarding the formation of a holding company should be determined on a case-by-case basis taking into consideration: (1) the reasons
for the change; (2) any financial or tax benefits; (3) regulatory benefits; (4) increases in capital structure; (5) changes to
the articles of incorporation or bylaws of the company. Absent compelling financial reasons to recommend the transaction,
generally vote against the formation of a holding company if the transaction would include either of the following: (1) increases
in common or preferred stock in excess of the allowable maximum as calculated a model capital structure; (2) adverse changes in
shareholder rights; (3) going private transactions; (4) votes going private transactions on a case-by-case basis, taking into account:
(a) offer price/premium; (b) fairness opinion; (c) how the deal was negotiated; (d) conflicts of interest; (e) other alternatives/offers
considered; (f) noncompletion risk.
Joint Ventures
Vote on a case-by-case
basis on proposals to form joint ventures, taking into account: (1) percentage of assets/business contributed; (2) percentage ownership;
(3) financial and strategic benefits; (4) governance structure; (5) conflicts of interest; (6) other alternatives; (7) noncompletion
risk; (8) liquidations. Votes on liquidations should be determined on a case-by-case basis after reviewing: (1) management's
efforts to pursue other alternatives such as mergers; (2) appraisal value of the assets (including any fairness opinions); (3)
compensation plan for executives managing the liquidation. Generally vote for the liquidation if the company will file
for bankruptcy if the proposal is not approved.
Mergers and Acquisitions
Votes on mergers
and acquisitions should be considered on a case-by-case basis, determining whether the transaction enhances shareholder value by
giving consideration to: (1) prospects of the combined companies; (2) anticipated financial and operating benefits; (3) offer price;
(4) fairness opinion; (5) how the deal was negotiated; (6) changes in corporate governance and their impact on shareholder rights;
(7) change in the capital structure; (8) conflicts of interest.
Private Placements
Votes on proposals
regarding private placements should be determined on a case-by-case basis. When evaluating these proposals, should review: (1)
dilution to existing shareholders' position; (2) terms of the offer; (3) financial issues; (4) management's efforts to pursue alternatives
such as mergers; (5) control issues; (6) conflict of interest. Generally vote for the private placement if it is expected
that the company will file for bankruptcy if the transaction is not approved.
Prepackaged Bankruptcy
Plans
Votes on proposals
to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a case-by-case
basis, after evaluating: (1) dilution to existing shareholders' position; (2) terms of the offer; (3) financial issues; (4) management's
efforts to pursue other alternatives; (5) control issues; (6) conflict of interest. Generally vote for the debt restructuring
if it is expected that the company will file for bankruptcy if the transaction is not approved.
Recapitalization
Votes case-by-case
on recapitalizations (reclassifications of securities), taking into account: (1) more simplified capital structure; (2) enhanced
liquidity; (3) fairness of conversion terms, including fairness opinion; (4) impact on voting power and dividends; (5) reasons
for the reclassification; (6) conflicts of interest; (7) other alternatives considered.
Reverse Stock Splits
Generally vote for
management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced. Generally
vote for management proposals to implement a reverse stock split to avoid delisting. Votes on proposals to implement
a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case
basis.
Spinoffs
Votes on spinoffs
should be considered on a case-by-case basis depending on: (1) tax and regulatory advantages; (2) planned use of the sale proceeds;
(3) valuation of spinoff; fairness opinion; (3) benefits that the spinoff may have on the parent company including improved market
focus; (4) conflicts of interest; managerial incentives; (5) any changes in corporate governance and their impact on shareholder
rights; (6) change in the capital structure
Value Maximization
Proposals
Vote case-by-case on shareholder
proposals seeking to maximize shareholder value.
Capital Structure
Adjustments to Par
Value of Common Stock
Generally vote for
management proposals to reduce the par value of common stock unless the action is being taken to facilitate an antitakeover device
or some other negative corporate governance action. Generally vote for management proposals to eliminate par value.
Common Stock Authorization
Votes on proposals
to increase the number of shares of common stock authorized for issuance are determined on a case-by-case basis. Generally
vote against proposals at companies with dual-class capital structures to increase the number of authorized shares of the class
of stock that has superior voting rights. Generally vote for proposals to approve increases beyond the allowable increase
when a company's shares are in danger of being delisted or if a company's ability to continue to operate as a going concern is
uncertain.
Dual-class Stock
Generally vote against
proposals to create a new class of common stock with superior voting rights. Generally vote for proposals to create
a new class of nonvoting or subvoting common stock if: (1) it is intended for financing purposes with minimal or no dilution to
current shareholders; (2) it is not designed to preserve the voting power of an insider or significant shareholder.
Issue Stock for
Use with Rights Plan
Generally vote against
proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan.
Preemptive Rights
Votes regarding
shareholder proposals seeking preemptive rights should be determined on a case-by-case basis after evaluating: (1) the size of
the company; (2) the shareholder base; (3) the liquidity of the stock
Preferred Stock
Generally vote against
proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution,
and other rights ("blank check" preferred stock). Generally vote for proposals to create "declawed" blank check preferred
stock (stock that cannot be used as a takeover defense). Generally vote for proposals to authorize preferred stock in
cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred
stock appear reasonable. Generally vote against proposals to increase the number of blank check preferred stock authorized
for issuance when no shares have been issued or reserved for a specific purpose. Generally vote case-by-case on proposals
to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given
a company's industry and performance in terms of shareholder returns.
Recapitalization
Vote case-by-case
on recapitalizations (reclassifications of securities), taking into account: (1) more simplified capital structure; (2) enhanced
liquidity; (3) fairness of conversion terms, including fairness opinion; (4) impact on voting power and dividends; (5) reasons
for the reclassification; (6) conflicts of interest; (7) other alternatives considered.
Reverse Stock Splits
Generally vote for
management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced. Generally
vote for management proposals to implement a reverse stock split to avoid delisting. Votes on proposals to implement
a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case
basis.
Share Repurchase
Programs
Generally vote for
management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
Stock Distributions:
Splits and Dividends
Generally vote for
management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase
in authorized shares would not result in an excessive number of shares available for issuance.
Tracking Stock
Votes on the creation
of tracking stock are determined on a case-by-case basis, weighing the strategic value of the transaction against such factors
as: (1) adverse governance changes; (2) excessive increases in authorized capital stock; (3) unfair method of distribution; (4)
diminution of voting rights; (5) adverse conversion features; (6) negative impact on stock option plans; (7) other alternatives
such as a spinoff.
Executive and Director
Compensation
Executive and Director Compensation
Votes on compensation plans
for directors are determined on a case-by-case basis.
Stock Plans in Lieu
of Cash
Votes for plans
which provide participants with the option of taking all or a portion of their cash compensation in the form of stock are determined
on a case-by-case basis. Generally vote for plans which provide a dollar-for-dollar cash for stock exchange. Votes
for plans which do not provide a dollar-for-dollar cash for stock exchange should be determined on a case-by-case basis.
Director Retirement
Plans
Generally vote against
retirement plans for nonemployee directors. Generally vote for shareholder proposals to eliminate retirement plans for
nonemployee directors.
Management Proposals
Seeking Approval to Reprice Options
Votes on management
proposals seeking approval to reprice options are evaluated on a case-by-case basis giving consideration to the following: (1)
historic trading patterns; (2) rationale for the repricing; (3) value-for-value exchange; (4) option vesting; (5) term of the option;
(6) exercise price; (7) participants; (8) employee stock purchase plans. Votes on employee stock purchase plans should
be determined on a case-by-case basis. Generally vote for employee stock purchase plans where: (1) purchase price is
at least 85 percent of fair market value; (2) offering period is 27 months or less, and (3) potential voting power dilution (VPD)
is ten percent or less. Generally vote against employee stock purchase plans where either: (1) purchase price is less
than 85 percent of fair market value; (2) Offering period is greater than 27 months, or (3) VPD is greater than ten percent
Incentive Bonus
Plans and Tax Deductibility Proposals
Generally vote for
proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual
grants any one participant may receive. Generally vote for proposals to add performance goals to existing compensation
plans. Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment considered
on a case-by-case basis. Generally vote for cash or cash and stock bonus plans that are submitted to shareholders for
the purpose of exempting compensation from taxes if no increase in shares is requested.
Employee Stock Ownership
Plans (ESOPs)
Generally vote for
proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP
is excessive (more than five percent of outstanding shares.)
401(k) Employee
Benefit Plans
Generally vote for proposals
to implement a 401(k) savings plan for employees.
Shareholder Proposals
Regarding Executive and Director Pay
Generally vote for
shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested
is relevant to shareholders' needs, would not put the company at a competitive disadvantage relative to its industry, and is not
unduly burdensome to the company. Generally vote against shareholder proposals seeking to set absolute levels on compensation
or otherwise dictate the amount or form of compensation. Generally vote against shareholder proposals requiring director
fees be paid in stock only. Generally vote for shareholder proposals to put option repricings to a shareholder vote. Vote
for shareholders proposals to exclude pension fund income in the calculation of earnings used in determining executive bonuses/compensation. Vote
on a case-by-case basis for all other shareholder proposals regarding executive and director pay, taking into account company performance,
pay level versus peers, pay level versus industry, and long term corporate outlook.
Performance-Based
Option Proposals
Generally vote for
shareholder proposals advocating the use of performance-based equity awards (indexed, premium-priced, and performance-vested options),
unless: (1) the proposal is overly restrictive; or (2) the company demonstrates that it is using a substantial portion of performance-based
awards for its top executives.
Stock Option Expensing
Generally vote for
shareholder proposals asking the company to expense stock options unless the company has already publicly committed to start expensing
by a specific date.
Golden and Tin Parachutes
Generally vote for
shareholder proposals to require golden and tin parachutes to be submitted for shareholder ratification, unless the proposal requires
shareholder approval prior to entering into employment contracts. Vote on a case-by-case basis on proposals to ratify
or cancel golden or tin parachutes.
May 2, 2011
Open-End Funds:
Credit Suisse Capital Funds
Credit Suisse Large Cap Blend
II Fund
Credit Suisse Commodity Return
Strategy Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Large Cap Blend
Fund
Credit Suisse Trust
Commodity Return Strategy Portfolio
International Equity Flex III
Portfolio
U.S. Equity Flex I Portfolio
Closed-End Funds:
Credit Suisse High Yield Bond
Fund
Credit Suisse Asset Management
Income Fund
Edge Asset Management,
Inc.
Proxy Voting Policy
Dated November 2011
Policy
Edge Asset Management, Inc.
(“Edge”) has been delegated by certain clients the responsibility for voting proxies. It is the policy of
Edge to vote proxies in the best interest of its clients, to identify and disclose potential conflicts of interest, to promptly
provide client proxy voting results upon request of a client, and to maintain records of proxy voting activities as required. Edge
maintains written policies and procedures which address Edge’s proxy policies and practices and which include the responsibility
to receive and vote client proxies, to disclose any potential conflicts of interest, to make its proxy voting record available
to clients and to maintain relevant and required records.
Background
Proxy voting is an important
right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. Investment
advisers registered with the SEC that exercise voting authority with respect to client securities are required by Rule 206(4)-6
of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client
securities are voted in the best interests of clients, which procedures must include how the adviser addresses material conflicts
that may arise between the adviser's interests and those of its clients; (b) disclose to clients how they may obtain information
from the adviser about how the adviser voted proxies for their securities; and (c) describe its proxy voting policies and procedures
to clients and furnish a copy to its requesting clients. Further, Rule 204-2 of the Advisers Act requires registered investment
advisers that vote client securities to maintain certain records relating to the adviser's proxy voting activities.
Responsibility
Edge has the responsibility
for the execution of its proxy voting policy, practices, disclosures and recordkeeping.
Summary Procedures
Edge has adopted and implemented
procedures to ensure the firm’s policy is observed, executed properly and amended or updated, as appropriate. The procedures
are summarized as follows:
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Edge believes it is in the best interest of its clients to delegate the proxy voting responsibility to expert third-party proxy voting organization, Institutional Shareholder Services, Inc. (“ISS”). ISS provides policy guidelines and proxy research and analysis in addition to proxy voting. Edge may override any ISS guideline or recommendation that Edge feels is not in the best interest of the client.
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Edge has elected to follow the ISS Standard Proxy Voting Guidelines (the “ Guidelines”), which embody the positions and factors that Edge generally considers important in casting proxy votes, including, but not limited to, shareholder voting rights, anti-takeover defenses, board structures, election of directors, executive and director compensation, reorganizations, mergers and various shareholder proposals.
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Votes cast by ISS on Edge’s behalf consistent with its Guidelines and recommendations are not considered to create a conflict of interest. If ISS or Edge abstains from voting a proxy due to a conflict, or if Edge elects to override an ISS recommendation, it will seek to identify and evaluate whether any conflicts of interest may exist between the issuer and Edge or its employees and clients.
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Material conflicts will be evaluated, and if it’s determined that one exists, Edge will disclose the conflict to the affected client, and request instruction from the client as to how the proxy should be voted.
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Edge or its affiliate, Principal Global Investors, shall provide a proxy authorization letter to the client’s custodian upon the opening of a new client account. Clients may also choose to vote proxies themselves or receive individualized reports or services.
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Edge may refrain from voting when it believes it is in the client’s best interests.
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5.
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Proxy Solicitations & Information Requests
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Edge will not reveal or disclose to any third-party how it may have voted or intends to vote until such proxies have been counted at a shareholders’ meeting. Edge may in any event disclose its general policy to follow ISS’s guidelines. No employee of Edge may accept any remuneration in the solicitation of proxies.
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Edge will document errors and the resolution of errors.
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Documentation shall be maintained for at least five years. Edge will keep records regarding all client requests to review proxy votes and accompanying responses. Edge may rely on proxy statements filed on the SEC’s EDGAR system instead of keeping its own copies.
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Edge’s proxy voting record will be maintained by ISS. Edge will maintain documentation to support any decisions to vote against ISS Guidelines or recommendations.
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Edge generally does not file class action claims on behalf of its clients and specifically will not act on behalf of former clients that have terminated their relationship with Edge. Edge will only file permitted class action claims if that responsibility in specifically stated in the advisory contract. Edge will maintain documentation related to any cost-benefit analysis to support decisions to opt out of any class action settlement. This policy is disclosed in the firm’s Form ADV filing.
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Historical Policies: Revised
October 2010; February 2009; January 1, 2007; October 9, 2006
Adopted policy: March 31,
2004
PROXY VOTING POLICY AND
PROCEDURES
Jennison Associates LLC
(the “Adviser”) has adopted the following “Proxy Voting Policy and Procedures” (“Policy”),
in compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers Act”) and other applicable
fiduciary obligations. The Policy is designed to provide guidance to those Jennison employees (portfolio managers and
analysts, hereinafter referred to as “Investment Professionals”) who are responsible for discharging the Adviser’s
proxy voting obligation under the Rule, and to ensure that proxies are voted in the best interests of the Adviser’s clients
1
.
It is the policy of the
Adviser that where proxy voting authority has been delegated to the Adviser by clients, that all proxies be voted in the best interest
of the client without regard to the interests of the Adviser or other related parties. Secondary consideration may be
given to the public and social value of each issue. For purposes of the Policy, the “best interests of clients”
shall mean, unless otherwise specified by the client, the clients’ best economic interests over the long term – that
is, the common interest that all clients share in seeing the value of a common investment increase over time. It is
further the policy of the Adviser that complete and accurate disclosure concerning its proxy voting policies and procedures and
proxy voting records, as required by the Advisers Act be made available to clients.
In voting proxies for international
holdings, which we vote on a best efforts basis, we will generally apply the same principles as those for U.S. holdings. However,
in some countries, voting proxies result in additional restrictions that have an economic impact or cost to the security, such
as “share blocking,” where Jennison would be restricted from selling the shares of the security for a period of time
if Jennison exercised its ability to vote the proxy. As such, we consider whether the vote, either itself or together
with the votes of other shareholders, is expected to have an effect on the value of the investment that will outweigh the cost
of voting. Our policy is to not vote these types of proxies when the costs outweigh the benefit of voting, as in share
blocking.
1
In the event the Adviser should manage affiliated client accounts, the Adviser, for purposes of this policy, makes no distinction
between accounts of affiliated companies,
e.g.
, the General Accounts of Prudential (as well as related insurance companies
and entities), and other separately managed accounts, each of which will be treated consistently under the Policy.
Effective: October 5, 2004
Revised: October 1, 2009
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A.
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Account Set-up and Review
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Initially, the Adviser must
determine whether the client seeks to retain the responsibility of voting proxies or seeks to delegate that responsibility to the
Adviser. The responsibility to vote proxies will be specified in the client’s investment advisory contract with
the Adviser. Where no designation is made, Jennison will vote proxies for such accounts(s) in accordance with this Policy. The
client may choose to have the Adviser vote proxies in accordance with the Adviser’s standard guidelines. The Adviser,
in its discretion, may also permit a client to modify the Adviser’s standard guidelines with respect to such client exclusively
or may accept direction from a client with respect to the client’s proxies and vote in accordance with a client’s own
guidelines (collectively, “Client Guidelines”). Alternatively, the Adviser may decline to accept authority
to vote such client’s proxies.
Proxy Voting
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1.
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Guidelines for Recurring Issues
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The Adviser has adopted
proxy voting guidelines (“Guidelines”) with respect to certain recurring issues. These Guidelines are reviewed
as deemed necessary by the Adviser’s Proxy Voting Committee and its relevant portfolio management staff, then revised when
a determination has been made that a change is appropriate. These Guidelines are meant to convey the Adviser’s
general approach to voting decisions on certain issues. Nevertheless, the Adviser’s Investment Professionals maintain
responsibility for reviewing all proxies individually and making final decisions based on the merits of each case.
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2.
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Use of Third Party Proxy Service
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In an effort to discharge
its responsibility, the Adviser has examined third-party services that assist in the researching and voting of proxies and development
of voting guidelines. After such review, the Adviser has selected an independent third party proxy voting vendor to
assist it in researching and voting proxies. The Adviser will utilize the research and analytical services, operational
implementation and recordkeeping and reporting services provided by the proxy voting vendor. The proxy voting vendor
will research each proxy and provide a recommendation to the Adviser as to how best to vote on each issue based on its research
of the individual facts and circumstances of the proxy issue and its application of its research findings. It
is important to note while the Adviser may review the research and analysis provided by the vendor, the vendor’s recommendation
does not dictate the actual voting instructions nor the Adviser’s Guidelines. The proxy voting vendor will cast
votes in accordance with the Adviser’s Guidelines, unless instructed otherwise by a Jennison Investment Professional, as
set forth below, or if the Adviser has accepted direction from a Client, in accordance with the Client’s Guidelines.
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3.
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Quantitatively Derived Holdings and Jennison Managed Accounts
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In voting proxies for quantitatively
derived holdings and Jennison Managed Accounts (i.e. “wrap”) where the securities are not held elsewhere in the firm,
the Adviser has established a custom proxy voting policy with respect to the voting of these proxies. Proxies received
in these circumstances will be voted utilizing the Adviser’s guidelines. Additionally, in those circumstances where no specific
Adviser guideline exists, the Adviser will vote using the recommendations of the proxy voting vendor.
Effective: October 5, 2004
Revised: October 1, 2009
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4.
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Review of Recommendations
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The Adviser’s Investment
Professionals have the ultimate responsibility to accept or reject any proxy voting recommendation – as determined by either
the Guidelines or Client’s Guidelines (“Recommendation”). Consequently, Investment Professionals shall
review and evaluate the Recommendation for each proxy ballot before the proxy voting vendor casts the vote, taking into account
the Policy, all guidelines applicable to the account(s), and the best interests of the client(s). The Investment Professionals
shall override the Recommendation should he/she not believe that such Recommendation, based on all relevant facts and circumstances
at the time the proxy ballot is voted, is in the best interest of the client(s). The Adviser will memorialize the basis
for any decision to override a Recommendation, including the resolution of any conflicts, if any, as further discussed below. The
Adviser may vote the same proxy proposal differently for different clients. Also, the Adviser may choose not to vote
proxies under the following circumstances:
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If the effect on the client’s economic interests or the value of the portfolio holding is indeterminable or insignificant;
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If the cost of voting the proxy outweighs the possible benefit (such as security lending, see section 6 below); or
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If a jurisdiction imposes share blocking restrictions which prevent the Adviser from exercising its voting authority.
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5.
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Addressing Potential Material Conflicts of Interest
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There may be instances where
the interest of the Adviser conflicts or may appear to conflict with the interest of its clients when voting proxies on behalf
of those clients (“Material Conflict”). Investment Professionals have an affirmative duty to disclose any
potential Material Conflicts known to them related to a proxy vote. Material Conflicts may exist in situations where the Adviser
is called to vote on a proxy involving an issuer or proponent of a proxy proposal regarding the issuer where the Adviser or an
affiliated person of the Adviser also:
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Manages the issuer’s or proponent’s pension plan;
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Administers the issuer’s or proponent’s employee benefit plan;
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·
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Manages money for an employee group.
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Additional Material Conflicts
may exist if an executive of the Adviser or its control affiliates is a close relative of, or has a personal or business relationship
with:
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·
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An executive of the issuer or proponent;
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·
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A director of the issuer or proponent;
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·
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A person who is a candidate to be a director of the issuer;
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·
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A participant in the proxy contest; or
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·
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A proponent of a proxy proposal.
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Material Conflicts based
on business relationships or dealings of affiliates of the Adviser will only be considered to the extent that the applicable portfolio
management area of the Adviser has actual knowledge of such business relationships. Whether a relationship creates a
Material Conflict will depend on the facts and circumstances at the time the proxy is voted. Even if these parties do
not attempt to influence the Adviser with respect to voting, the value of the relationship to the Adviser may create the appearance
of or an actual Material Conflict, such as when the issuer is a client of the Adviser.
Effective: October 5, 2004
Revised: October 1, 2009
The Adviser may adopt such
processes it deems necessary to identify Material Conflicts. When a potential material conflict exists, the Investment
Professional (or other designated personnel) must complete the Proxy Voting For Conflicts Documentation Form and submit it to Compliance.
The Adviser’s Proxy
Voting Committee will consider the facts and circumstances of all proxy votes where a potential material conflict of interest is
identified and the recommendation is to override the Adviser’s guidelines. In making the determination as to how
to vote the proxy, the Adviser’s Proxy Voting Committee may review the following factors, including but not limited to:
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·
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Whether the issuer is a client of the Adviser.
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·
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The percentage of outstanding securities of the issuer held on behalf of clients by the Adviser.
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·
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The nature of the relationship of the issuer with the Adviser, its affiliates or its executive officers.
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·
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Whether there has been any attempt to directly or indirectly influence the Investment Professional’s decision
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·
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Whether the direction (for or against) of the proposed vote would appear to benefit the Adviser or a related party.
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·
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Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.
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·
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Whether the vote should be delegated to an independent third party or request an independent third party to provide a recommendation on the vote.
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All votes that would override
the Adviser’s Guidelines and involve a potential material conflict of interest, require the approval of the CEO and CCO of
the Adviser.
Additionally, a committee
comprised of both senior business executives and regulatory personnel of Jennison and its affiliated asset management unit, Prudential
Investment Management, Inc, reviews these votes. This committee also has a role in identifying Material Conflicts that
may affect Jennison due to ownership by a diversified financial organization, Prudential Financial, Inc.
The Adviser may not
abstain from voting any such proxy for the purpose of avoiding conflict.
Jennison may identify a
particular issuer that may be subject to a security lending arrangement. In this situation, Jennison will work with
either custodian banks or the proxy voting vendor to monitor upcoming meetings and call stock loans, if applicable, in anticipation
of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material
matter affecting the investment. In determining whether to call stock loans, the relevant investment professional shall
consider whether the benefit to the client in voting the matter outweighs the benefit to the client in keeping the stock on loan. It
is important to note that in order to recall securities on loan in time to vote, one must begin the process
PRIOR
to the
record date of the proxy. This is extremely difficult to accomplish as the Adviser is rarely made aware of the record
date in advance.
Effective: October 5, 2004
Revised: October 1, 2009
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B.
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Proxy Voting Committee
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The Adviser’s Proxy
Voting Committee will consist of representatives from various functional areas within the Adviser. It will meet as deemed
necessary to address potential Material Conflicts as further described above. The Adviser’s Proxy Voting Committee
will have the following responsibilities:
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·
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Review potential Material Conflicts and decide whether to approve the vote recommendation or override requests made by Investment Professionals.
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·
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Review the Guidelines for voting on recurring matters and make revisions as it deems appropriate.
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·
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Recommend and adopt changes to the Policy as needed.
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·
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Review all overrides by Investment Professionals.
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·
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Review proxy voting reports to determine voting consistency with guidelines and this Policy.
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·
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Review the performance of the proxy voting vendor and determine whether the Adviser should continue to retain their services.
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·
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Review the Adviser’s voting record (or applicable summaries of the voting record).
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·
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Oversee compliance with the regulatory disclosure requirements.
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IV. Compliance
Monitoring
The Adviser’s Chief
Compliance Officer shall be responsible for the administration of this Policy
.
This Policy will be reviewed annually
for adequacy and effectiveness.
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A.
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Monitoring of Overrides
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Compliance will periodically
review proxy voting reports of overrides to confirm that proper override and conflict checking procedures were followed.
The designated supervisor
for each Investment Professional will be responsible for ensuring that investment professionals with proxy voting responsibility
are acting in accordance with this Policy. Supervisors must approve all requests for overrides and evidence such approval
by signing the completed Proxy Guideline Override Form.
Effective: October 5, 2004
Revised: October 1, 2009
V.
Client Reporting
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A.
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Disclosure to Advisory Clients
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The Adviser will also provide
a copy of this Policy and the Adviser’s Guidelines upon request from a client.
The Adviser will provide
any client who makes a written or verbal request with a copy of a report disclosing how the Adviser voted securities held in that
client’s portfolio. The report will generally contain the following information:
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The name of the issuer of the security:
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·
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The security’s exchange ticker symbol;
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·
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The security’s CUSIP number;
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·
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The shareholder meeting date;
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·
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A brief identification of the matter voted on;
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·
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Whether the matter was proposed by the issuer or by a security holder;
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·
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Whether the Adviser cast a vote on the matter;
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·
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How the Adviser voted; and
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·
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Whether the Adviser voted for or against management.
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B. Compliance
Reporting for Investment Companies
Upon request, the Adviser
will provide to each investment company board of directors or trustees for which the Adviser acts as sub-adviser reporting needed
to satisfy their regulatory and board requirements, including but not limited to, information required for them to meet their filing
of Form NP-X.
Either the Adviser
or proxy voting vendor as indicated below will maintain the following records:
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·
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A copy of the Policy (Adviser)
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·
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A copy of the Guidelines i.e. Adviser or client specific guidelines (Adviser and proxy voting vendor)
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·
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A copy of each proxy statement received by the Adviser regarding client securities (proxy voting vendor);
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·
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A record of each vote cast by the Adviser on behalf of a client (proxy voting vendor);
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·
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A copy of all documents created by the Adviser that were material to making a decision on the proxy voting, (or abstaining from voting) of client securities or that memorialize the basis for that decision including the resolution of any conflict, a copy of all Proxy Voting Documentation Forms and all supporting documents (Adviser);
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·
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A copy of each written request by a client for information on how the Adviser voted proxies on behalf of the client, as well as a copy of any written response by the Adviser to any request by a client for information on how the adviser voted proxies on behalf of the client. Records of oral requests for information or oral responses will not be kept. (Adviser); and
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·
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Agenda of Proxy Voting Committee meetings with supporting documents. (Adviser)
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Such records must
be maintained for at least six years.
Effective: October 5, 2004
Revised: October 1, 2009
VI.
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Policies and Procedures Revisions
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This policy and related
procedures may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by
operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with
the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly
distributed to all impacted personnel.
Effective: October 5, 2004
Revised: October 1, 2009
Proxy Voting Policy
and Procedure Manual
June 30, 2004
AMENDED
March 31, 2005
May 16, 2005
March 31, 2007
August 30, 2007
March 31, 2008
June 25, 2008
September 22,
2009
April 1, 2010
February 15,
2011
April 25, 2011
March 5, 2012
May 10, 2012
Proxy Voting Policy and
Procedure Manual
contents
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1
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GENERAL
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5
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Introduction
General Guidelines
Proxy Committee
Conflicts of Interest
Recordkeeping and Disclosure
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2
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PROPOSALS USUALLY VOTED FOR
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10
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Adjustments to Par Value of Common Stock
Annual Election of Directors
Appraisal Rights
Blank Check Preferred Authorization
Chairman and CEO are the Same Person
Changing Corporate Name
Confidential Voting
Cumulative Voting
Delivery of Electronic Proxy Materials
Director Nominees in Uncontested Elections
Election of CEO Director Nominees
Election of Mutual Fund Trustees
Equal Access
Fair Price Provisions
Golden and Tin Parachutes
Independent Audit, Compensation and Nominating Committees
Independent Board Chairman
Majority Voting
OBRA-Related Compensation Proposals
Ratifying Auditors
Reverse Stock Splits
Right to Adjourn
Right to Call a Special Meeting
Share Cancellation Programs
Shareholder Ability to Alter the Size of the Board
Shareholder Ability to Remove Directors
Share Repurchase Programs
Stock Distributions: Splits and Dividends
White Squire Placements
Written Consent
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Proxy Voting Policy and
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3
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PROPOSALS USUALLY VOTED AGAINST
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14
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Common Stock Authorization
Director and Officer Indemnification and Liability Protection
Shareholder Ability to Act by Written Consent
Shareholder Ability to Call Special Meetings
Shareholder Ability to Remove Directors
Staggered Director Elections
Stock Ownership Requirements
Supermajority Shareholder Vote Requirements
Term of Office
Unequal Voting Rights
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4
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PROPOSALS USUALLY VOTED AS RECOMMENDED BY THE PROXY VOTING SERVICE
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15
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401(k) Employee Benefit Plans
Compensation Plans
Employee Stock Ownership Plans
Executive Compensation Advisory Resolutions (“Say-on-Pay”)
Preemptive Rights
Stock Option Plans
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5
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PROPOSALS REQUIRING SPECIAL CONSIDERATION
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16
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Asset Sales
Bundled Proposals
Charitable and Political Contributions
Conversion of Debt Instruments
Corporate Restructuring
Debt Restructurings
Delisting a Security
Director Nominees in Contested Elections
Disclosure of Prior Government Service
Environment and Social issues
Animal Rights
Energy and Environment
Equal Employment Opportunity and Discrimination
Human Resource Issues
Maquiladora Standards and International Operations Policies
Military Business
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Proxy Voting Policy and
Procedure Manual
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Northern Ireland
Product Integrity and Marketing
Third World Debt Crisis
Golden Coffins
Greenmail
Liquidations
Mergers and Acquisitions
Mutual Fund Distribution Agreements
Mutual Fund Fundamental Investment Restrictions
Mutual Fund Investment Advisory Agreement
Poison Pills
Proxy Access
Proxy Contest Defenses
Reimburse Proxy Solicitation Expenses
Reincorporation Proposals
Shareholder Advisory Committees
Shareholder Proposals to Limit Executive and Director Pay State
Spin-offs
Takeover Statutes
Tender Offer Defenses
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Proxy Voting Policy and
Procedure Manual
1.
GENERAL
Loomis, Sayles & Company, L.P. (“Loomis
Sayles”) will vote proxies on behalf of a client if, in its investment management agreement (“IMA”) with Loomis
Sayles, the client has delegated to Loomis Sayles the authority to vote proxies on its behalf. With respect to IMAs executed with
clients prior to June 30, 2004, Loomis Sayles assumes that, the proxy voting authority assigned by Loomis Sayles at account setup
is accurate unless the client or their representative has instructed Loomis Sayles otherwise. Loomis Sayles has adopted and implemented
these policies and procedures (“Proxy Voting Procedures”) to ensure that, where it has voting authority, proxy matters
are handled in the best interest of clients, in accordance with Loomis Sayles’ fiduciary duties and SEC rule 206(4)-6 under
the Investment Advisers Act of 1940. In addition to SEC requirements governing advisers, its Proxy Voting Procedures reflect the
long-standing fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Bulletin 94-2, 29 C.F.R.
2509.94-2 (July 29, 1994).
Loomis Sayles uses the services of third parties
(“Proxy Voting Service(s)”), to research and administer the vote on proxies for those accounts and funds for which
Loomis Sayles has voting authority. Each Proxy Voting Service has a copy of Loomis Sayles’ Proxy Voting Procedures and provides
vote recommendations and/or analysis to Loomis Sayles based on Loomis Sayles’ Procedures and the Proxy Voting Service’s
own research. Loomis Sayles will generally follow its express policy with input from the Proxy Voting Services unless the Proxy
Committee determines that the client’s best interests are served by voting otherwise.
The following guidelines will apply when voting proxies
on behalf of accounts for which Loomis Sayles has voting authority.
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1.
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Client’s Best Interest.
Loomis Sayles’ Proxy Voting Procedures are designed
and implemented in a way that is reasonably expected to ensure that proxy matters are conducted in the best interest of clients.
When considering the best interest of clients, Loomis Sayles has determined that this means the best investment interest of its
clients as shareholders of the issuer. Loomis Sayles has established its Procedures to assist it in making its proxy voting decisions
with a view to enhancing the value of its clients’ interests in an issuer over the period during which it expects its clients
to hold their investments. Loomis Sayles will vote against proposals that it believes could adversely impact the current or potential
market value of the issuer’s securities during the expected holding period.
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Proxy Voting Policy and
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2.
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Client Proxy Voting Policies.
Rather than delegating proxy voting authority to Loomis
Sayles, a client may (1) retain the authority to vote proxies on securities in its account, (2) delegate voting authority to another
party or (3) instruct Loomis Sayles to vote proxies according to a policy that differs from that of Loomis Sayles. Loomis Sayles
will honor any of these instructions if the client includes the instruction in writing in its IMA or in a written instruction from
a person authorized under the IMA to give such instructions. If Loomis incurs additional costs or expenses in following any such
instruction, Loomis may request payment of such additional costs or expenses from the client.
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3.
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Stated Policies.
These policies identify issues where Loomis Sayles will (1) generally
vote in favor of a proposal, (2) generally vote against a proposal, (3) generally vote as recommended by the proxy voting service
and (4) specifically consider its vote for or against a proposal. However, these policies are guidelines and each vote may be cast
differently than the stated policy, taking into consideration all relevant facts and circumstances at the time of the vote.
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4.
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Abstain from Voting.
Our policy is to vote rather than abstain from voting on issues presented
unless the client’s best interest requires abstention. Loomis Sayles will abstain in cases where the impact of the expected
costs involved in voting exceeds the expected benefits of the vote such as where foreign corporations follow share-blocking practices
or where proxy material is not available in English. Loomis Sayles will vote against ballot issues where the issuer does not provide
sufficient information to make an informed decision. In addition, there may be instances where Loomis Sayles is not able to vote
proxies on a client's behalf, such as when ballot delivery instructions have not been processed by a client's custodian, the Proxy
Voting Service has not received a ballot for a client's account or under other circumstances beyond Loomis Sayles' control.
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5.
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Oversight.
All issues presented for shareholder vote will be considered under the oversight
of the Proxy Committee. All non-routine issues will be directly considered by the Proxy Committee and, when necessary, the equity
analyst following the company and/or the portfolio manager of an account holding the security, and will be voted in the best investment
interests of the client. All routine for and against issues will be voted according to Loomis Sayles’ policy approved by
the Proxy Committee unless special factors require that they be considered by the Proxy Committee and, when necessary, the equity
analyst following the company and/or the portfolio manager of an account holding the security. Loomis Sayles’ Proxy Committee
has established these routine policies in what it believes are the client’s best interests.
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6.
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Availability of Procedures.
Upon request, Loomis Sayles provides clients with a copy of
its Proxy Voting Procedures, as updated from time to time. In addition, Loomis Sayles includes its Proxy Voting Procedures and/or
a description of its Procedures on its public website, www.loomissayles.com, and in its Form ADV, Part II.
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Proxy Voting Policy and
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7.
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Disclosure of Vote.
Upon request, a client can obtain information from Loomis Sayles on
how its proxies were voted. Any client interested in obtaining this information should contact its Loomis Sayles’s representatives.
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8.
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Disclosure to Third Parties.
Loomis Sayles’ general policy is not to disclose to
third parties how it (or its voting delegate) voted a client’s proxy except that for registered investment companies, Loomis
Sayles makes disclosures as required by Rule 30(b)(1)-(4) under the Investment Company Act of 1940 and, from time to time at the
request of client groups, Loomis may make general disclosures (not specific as to client) of its voting instructions.
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1.
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Proxy Committee.
Loomis Sayles has established a Proxy Committee. The Proxy Committee is
composed of representatives of the Equity Research department and the Legal & Compliance department and other employees of
Loomis Sayles as needed.
In the event that any member is unable to participate in a meeting of the Proxy Committee, his
or her designee acts on his or her behalf. A vacancy in the Proxy Committee is filled by the prior member’s successor in
position at Loomis Sayles or a person of equivalent experience. Each portfolio manager of an account that holds voting securities
of an issuer or analyst covering the issuer or its securities may be an ad hoc member of the Proxy Committee in connection with
the vote of proxies.
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2.
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Duties.
The specific
responsibilities of the Proxy Committee, include,
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a.
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to develop, authorize, implement and update these Proxy
Voting Procedures, including
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(i)
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annual review of these Procedures to ensure consistency
with internal policies and regulatory agency policies,
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(ii)
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annual review of existing voting guidelines and development
of additional voting guidelines to assist in the review of proxy proposals, and
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(iii)
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annual review of the proxy voting process and any general
issues that relate to proxy voting;
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b.
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to oversee the proxy voting process, including;
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(i)
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overseeing the vote on proposals according to the predetermined
policies in the voting guidelines,
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(ii)
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directing the vote on proposals where there is reason
not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration,
and
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(iii)
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consulting with the portfolio managers and analysts for
the accounts holding the security when necessary or appropriate;
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c.
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to engage and oversee third-party vendors, including
Proxy Voting Services; and
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d.
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to develop and/or modify these Proxy Voting Procedures
as appropriate or necessary.
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a.
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When determining the vote of any proposal for which it
has responsibility, the Proxy Committee shall vote in the client’s best interest as described in section 1(B)(1) above.
In the event a client believes that its other interests require a different vote, Loomis Sayles shall vote as the client instructs
if the instructions are provided as required in section 1(B)(2) above.
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b.
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When determining the vote on any proposal, the Proxy
Committee shall not consider any benefit to Loomis Sayles, any of its affiliates, any of its or their clients or service providers,
other than benefits to the owner of the securities to be voted.
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4.
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Charter.
The Proxy
Committee may adopt a Charter, which shall be consistent with these Procedures. Any Charter shall set forth the Committee’s
purpose, membership and operation and shall include procedures prohibiting a member from voting on a matter for which he or she
has a conflict of interest by reason of a direct relationship with the issuer or other party affected by a given proposal, e.g.,
is a portfolio manager for an account of the issuer.
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D.
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Conflicts of Interest.
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Loomis Sayles has established several policies to
ensure that proxy votes are voted in its clients’ best interest and are not affected by any possible conflicts of interest.
First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in these
Proxy Voting Procedures. Second, where these Procedures allow for discretion, Loomis Sayles will generally consider the recommendations
of the Proxy Voting Services in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Services’
recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the
Proxy Voting Services’ recommendation, but only after taking the following steps: (1) conducting a review for any material
conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles
who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary
or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions
or recommendations on any proposal to the Proxy Committee. In such event the Proxy
Committee will make reasonable efforts to obtain
and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.
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E.
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Recordkeeping and Disclosure.
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Loomis Sayles or its Proxy Voting Service will maintain
records of proxies voted pursuant to Section 204-2 of the Advisers Act. The records include: (1) a copy of its Proxy Voting Procedures
and its charter; (2) proxy statements received regarding client securities; (3) a record of each vote cast; (4) a copy of any document
created by Loomis Sayles that is material to making a decision how to vote proxies on behalf of a client or that memorializes the
basis for that decision; and (5) each written client request for proxy voting records and Loomis Sayles’ written response
to any (written or oral) client request for such records.
Proxy voting books and records are maintained in
an easily accessible place for a period of five years, the first two in an appropriate office of Loomis Sayles.
Loomis Sayles will provide disclosure of its Proxy
Voting Procedures as well as its voting record as required under applicable SEC rules.
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Proxy Voting Policy and
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2.
proposals usually Voted For
Proxies involving the issues set forth below generally
will be voted FOR.
Adjustments to Par Value
of Common Stock:
Vote for management proposals to reduce the par value of common stock.
Annual Election of Directors:
Vote for proposals to repeal classified boards and to elect all directors annually.
Appraisal Rights:
Vote for proposals to restore, or provide shareholders with, rights of appraisal.
Blank Check Preferred
Authorization:
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A.
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Vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not
be used as a takeover defense or carry superior voting rights, and expressly states conversion, dividend, distribution and other
rights.
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B.
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Vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose
of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.
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C.
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Review on a case-by-case basis proposals to increase the number of authorized blank check preferred shares.
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Chairman and CEO are
the Same Person:
Vote for proposals that would require the positions of chairman and CEO to be held by different persons.
Changing Corporate Name:
Vote for changing the corporate name.
Confidential Voting:
Vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent
inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election,
management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree,
the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived. Vote for management proposals
to adopt confidential voting.
Cumulative Voting:
Vote for proposals to permit cumulative voting, except where the issuer already has in place a policy of majority voting.
Delivery of Electronic
Proxy Materials:
Vote for proposals to allow electronic delivery of proxy materials to shareholders.
Director Nominees in Uncontested
Elections:
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A.
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Vote for proposals involving routine matters such as election of Directors, provided that two-thirds of the directors would
be independent and affiliated or inside nominees do not serve on any board committee.
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B.
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Vote against nominees that are CFOs and, generally, against nominees that the Proxy Voting Service has identified as not acting
in the best interest of shareholders. Vote against nominees that have attended less than 75% of board and committee meetings. Vote
against affiliated or inside nominees who serve on a board committee or if two thirds of the board would not be independent. Vote
against governance or nominating committee members if there is no independent lead or presiding director and if the CEO and chairman
are the same person. Generally, vote against audit committee members if auditor ratification is not proposed, except in cases involving
mutual fund board members, who are not required to submit auditor ratification for shareholder approval pursuant to Investment
Company Act of 1940 rules. Vote against compensation committee members when the Proxy Voting Service recommends a vote against
the issuer's "say on pay" advisory vote. A recommendation of the Proxy Voting Service will generally be followed when
electing directors of foreign companies.
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C.
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Generally, vote against all members of a board committee and not just the chairman or a representative thereof in situations
where the Proxy Voting Service finds that the board committee has not acted in the best interest of shareholders.
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D.
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Vote as recommended by the Proxy Voting Service when directors are being elected as a slate and not individually.
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Election of CEO Director
Nominees:
Vote for a CEO director nominee that sits on less than four U.S.-domiciled company boards and committees. Vote
against a CEO director nominee that sits on four or more U.S.-domiciled boards and committees. Vote for a CEO director nominees
of non-U.S.-domiciled companies that sit on more than 4 non-U.S.-domiciled company boards and committees.
Election of Mutual Fund
Trustees:
Vote for nominees that oversee less than 60 mutual fund portfolios. Review nominees on a case-by-case basis if
the number of mutual fund portfolios over which a nominee has oversight is 60 or greater and the portfolios have a similar investment
strategy.
Equal Access:
Vote for shareholder proposals that would allow significant company shareholders equal access to management's proxy material in
order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own
candidates to the board.
Fair Price Provisions:
|
A.
|
Vote for fair price proposals, as long as the shareholder
vote requirement embedded in the provision is no more than a majority of disinterested shares.
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|
B.
|
Vote for shareholder proposals to lower the shareholder
vote requirement in existing fair price provisions.
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Golden and Tin Parachutes:
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A.
|
Vote for shareholder proposals to have golden (top management) and tin (all employees) parachutes submitted for shareholder
ratification.
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|
B.
|
Review on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.
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Independent Audit, Compensation
and Nominating Committees:
Vote for proposals requesting that the board audit, compensation and/or nominating committees
include independent directors exclusively.
Independent Board Chairman:
|
A.
|
Vote for shareholder proposals that generally request the board to adopt a policy requiring its chairman to be "independent,"
as defined by a relevant exchange or market with respect to any issuer whose enterprise value is, according to the Proxy Voting
Service, greater than or equal to $10 billion.
|
|
B.
|
Vote such proposals on a case by case basis when, according to the Proxy Voting Service, the issuer's enterprise value is less
than $10 billion.
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Majority Voting:
Vote for proposals to permit majority rather than plurality or cumulative voting for the election of Directors/Trustees.
OBRA (Omnibus Budget Reconciliation
Act)-Related Compensation Proposals:
|
A.
|
Vote for plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual
grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.
|
|
B.
|
Vote for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162 (m)
of OBRA.
|
|
C.
|
Vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of
OBRA.
|
|
D.
|
Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under
the provisions of Section 162(m) should be evaluated on a case-by-case basis.
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Ratifying Auditors:
|
A.
|
Generally vote for proposals to ratify auditors.
|
|
B.
|
Vote against ratification of auditors where an auditor has a financial interest in or association with the company, and is
therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion which is neither
accurate nor indicative of the company's financial position. In general, if non-audit fees amount to 35% or more of total fees
paid to a company's auditor we will vote against ratification and against the members of the audit committee.
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|
C.
|
Vote against ratification of auditors and vote against members of the audit committee where it is known that an auditor has
negotiated an alternative dispute resolution procedure.
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Reverse Stock Splits:
Vote for management proposals to reduce the number of outstanding shares available through a reverse stock split.
Right to Adjourn:
Vote
for the right to adjourn in conjunction with a vote for a merger or acquisition or other proposal, and vote against the right to
adjourn in conjunction with a vote against a merger or acquisition or other proposal.
Right to Call a Special Meeting: Vote for proposals
that set a threshold of 10% of the outstanding voting stock as a minimum percentage allowable to call a special meeting of shareholders.
Vote against proposals that increase or decrease the threshold from 10%.
Share Cancellation Programs:
Vote for management proposals to reduce share capital by means of cancelling outstanding shares held in the issuer's treasury.
Shareholder Ability to Alter the
Size of the Board:
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A.
|
Vote for proposals that seek to fix the size of the board.
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|
B.
|
Vote against proposals that give management the ability to alter the size of the board without shareholder approval.
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Shareholder Ability
to Remove Directors:
Vote for proposals to restore shareholder ability to remove directors with or without cause and proposals
that permit shareholders to elect directors to fill board vacancies.
Share Repurchase Programs:
Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal
terms.
Stock Distributions:
Splits and Dividends:
Generally vote for management proposals to increase common share authorization, provided that the
increase in authorized shares following the split or dividend is not greater than 100 percent of existing authorized shares.
White Squire Placements:
Vote for shareholder proposals to require shareholder approval of blank check preferred stock issues.
Written Consent:
Vote for
proposals regarding the right to act by written consent when the Proxy Voting Service recommends a vote for the proposal. Proposals
regarding the right to act by written consent where the Proxy Voting Service recommends a vote against will be sent to the Proxy
Committee for determination.
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3.
proposals usually Voted against
Proxies involving the issues set forth below generally
will be voted AGAINST.
Common Stock Authorization:
Vote against proposed common stock authorizations that increase the existing authorization by more than 100 percent unless a clear
need for the excess shares is presented by the company. A recommendation of the Proxy Voting Service will generally be followed.
Director and Officer Indemnification
and Liability Protection:
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A.
|
Proposals concerning director and officer indemnification and liability protection that limit or eliminate entirely director
and officer liability for monetary damages for violating the duty of care, or that would expand coverage beyond just legal expenses
to acts, such as gross negligence, that are more serious violations of fiduciary obligations than mere carelessness.
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B.
|
Vote for only those proposals that provide such expanded coverage in cases when a director's or officer's legal defense was
unsuccessful if (i) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best
interests of the company, and (ii) only if the director's legal expenses would be covered.
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Shareholder Ability
to Act by Written Consent:
Vote against proposals to restrict or prohibit shareholder ability to take action by written
consent.
Shareholder Ability
to Call Special Meetings:
Vote against proposals to restrict or prohibit shareholder ability to call special meetings.
Shareholder Ability
to Remove Directors:
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A.
|
Vote against proposals that provide that directors may be removed only for cause.
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B.
|
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.
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Staggered Director Elections:
Vote against proposals to classify or stagger the board.
Stock Ownership Requirements:
Generally vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as
a director, or to remain on the board.
Supermajority Shareholder
Vote Requirements:
Vote against management proposals to require a supermajority shareholder vote to approve charter and
bylaw amendments.
Term of Office:
Vote against shareholder proposals to limit the tenure of outside directors.
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Unequal Voting Rights:
Vote against dual class exchange offers and dual class recapitalizations.
4.
proposals usually voted AS RECOMMENDED BY THE PROXY VOTING SERVICE
Proxies involving compensation issues, not limited
to those set forth below, generally will be voted as recommended by the proxy voting service but may, in the consideration of the
Committee, be reviewed on a case-by-case basis.
401(k) Employee Benefit
Plans:
Vote for proposals to implement a 401(k) savings plan for employees.
Compensation Plans:
Votes with respect to compensation plans generally will be voted as recommended by the Proxy Voting Service.
Employee Stock Ownership
Plans (ESOPs):
Vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized
shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is "excessive" (i.e., generally
greater than five percent of outstanding shares). A recommendation of the Proxy Voting Service will generally be followed.
Executive Compensation
Advisory Resolutions (“Say-on-Pay”):
A recommendation of the Proxy Voting Service
will generally be followed using the following as a guide:
|
A.
|
Vote for shareholder proposals to permi
t
non-binding
advisory votes on executive compensation.
|
|
B.
|
Non-binding advisory votes on executive compensation will be voted as recommended by the Proxy Voting
Service.
|
|
C.
|
Vote for a 3 year review of executive compensation when a recommendation of the Proxy Voting Service is for the approval of
the executive compensation proposal, and vote for an annual review of executive compensation when the Proxy Voting Service is against
the approval of the executive compensation proposal.
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Preemptive Rights:
Votes with respect to preemptive rights generally will be voted as recommended by the Proxy Voting Service subject to Common Stock
Authorization
requirements above.
Stock Option Plans:
A recommendation of the Proxy Voting Service will generally be followed using the following as a guide:
|
A.
|
Vote against plans which expressly permit repricing of underwater options.
|
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B.
|
Vote against proposals to make all stock options performance based.
|
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C.
|
Vote against stock option plans that could result in an earnings dilution above the company specific cap considered by the
Proxy Voting Service.
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D.
|
Vote for proposals that request expensing of stock options.
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5.
proposals requiring SPECIAL CONSIDERATION
The Proxy Committee will vote proxies involving the
issues set forth below generally on a case-by-case basis after review. Proposals on many of these types of matters will typically
be reviewed with the analyst following the company before any vote is cast.
Asset Sales:
Votes on asset sales should be made on a case-by-case basis after considering the impact on the balance sheet/working capital,
value received for the asset, and potential elimination of diseconomies.
Bundled Proposals:
Review on a case-by-case basis bundled or "conditioned" proxy proposals. In the case of items that are conditioned upon
each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is
not in shareholders' best interests, vote against the proposals. If the combined effect is positive, support such proposals.
Charitable and Political
Contributions
: Votes on proposals regarding charitable and political contributions should be considered on a case-by-case
basis.
Conversion of Debt Instruments:
Votes on the conversion of debt instruments should be considered on a case-by-case basis after the recommendation of the relevant
Loomis Sayles equity or fixed income analyst is obtained.
Corporate Restructuring:
Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations, and asset
sales should be considered on a case-by-case basis.
Debt Restructurings:
Review on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring
plan. Consider the following issues: Dilution - How much will ownership interest of existing shareholders be reduced, and how extreme
will dilution to any future earnings be? Change in Control - Will the transaction result in a change in control of the company?
Bankruptcy – Loomis Sayles’ Corporate Actions Department is responsible for consents related to bankruptcies and debt
holder consents related to restructurings.
Delisting a Security:
Review on a case-by-case basis all proposals to delist a security from an exchange.
Director Nominees in
Contested Elections:
Votes in a contested election of directors or vote no campaign must be evaluated on a case-by-case
basis, considering the following factors: long-term financial performance of the target company relative to its industry; management's
track record; background to the proxy contest; qualifications of director nominees (both slates); evaluation of what each side
is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions.
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Disclosure of Prior
Government Service:
Review on a case-by-case basis all proposals to disclose a list of employees previously employed in
a governmental capacity.
Environmental
and Social Issues:
Proxies involving social and environmental issues, not limited to those set forth below, frequently
will be voted as recommended by the Proxy Voting Service but may, in the consideration of the Committee, be reviewed on a case-by-case
basis if the Committee believes that a particular proposal (i) could have a significant impact on an industry or issuer
(ii) is appropriate for the issuer and the cost to implement would not be excessive, (iii) is appropriate for the issuer
in light of various factors such as reputational damage or litigation risk or (iv) is otherwise appropriate for the issuer.
Animal
Rights:
Proposals that deal with animal rights.
Energy
and Environment:
Proposals that request companies to file the CERES Principles.
Equal
Employment Opportunity and Discrimination:
Proposals regarding equal employment opportunities and discrimination.
Human
Resources Issues:
Proposals regarding human resources issues.
Maquiladora
Standards and International Operations Policies:
Proposals relating to the Maquiladora Standards and international operating
policies.
Military
Business:
Proposals on defense issues.
Northern
Ireland:
Proposals pertaining to the MacBride Principles.
Product
Integrity and Marketing:
Proposals that ask companies to end their production of legal, but socially questionable, products.
Third
World Debt Crisis:
Proposals dealing with third world debt.
Golden Coffins:
Review
on a case-by-case basis all proposals relating to the obligation of an issuer to provide remuneration or awards to survivors of
executives payable upon such executive's death.
Greenmail:
|
A
.
|
Vote for proposals to adopt anti-greenmail charter of
bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.
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B
.
|
Review on a case-by-case basis anti-greenmail proposals
when they are bundled with other charter or bylaw amendments.
|
Liquidations:
Votes on liquidations should be made on a case-by-case basis after reviewing management's efforts to pursue other alternatives,
appraisal value of assets, and the compensation plan for executives managing the liquidation.
Mergers and Acquisitions:
Votes on mergers and acquisitions should be considered on a case-by-case basis, taking into account at least the following: anticipated
financial and operating benefits; offer price (cost vs. premium); prospects of the combined companies; how the deal was negotiated;
and changes in corporate governance and their impact on shareholder rights.
Mutual Fund Distribution
Agreements:
Votes on mutual fund distribution agreements should be evaluated on a case-by-basis.
Mutual Fund Fundamental
Investment Restrictions:
Votes on amendments to a mutual fund's fundamental investment restrictions should be evaluated
on a case-by-case basis.
Mutual Fund Investment
Advisory Agreement:
Votes on mutual fund investment advisory agreements should be evaluated on a case-by-case basis.
Poison Pills:
|
A.
|
Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
|
|
B.
|
Review on a case-by-case basis shareholder proposals to redeem a company's poison pill.
|
|
C.
|
Review on a case-by-case basis management proposals to ratify a poison pill.
|
Proxy Access:
Proposals to allow shareholders to nominate their own candidates for seats on a board should be evaluated on a case-by-case basis.
Proxy Contest Defenses:
Generally, proposals concerning all proxy contest defenses should be evaluated on a case-by-case basis.
Reimburse Proxy Solicitation
Expenses:
Decisions to provide full reimbursement for dissidents waging a proxy contest should be made on a case-by-case
basis.
Reincorporation Proposals:
Proposals to change a company's domicile should be examined on a case-by-case basis.
Shareholder Advisory
Committees:
Review on a case-by-case basis proposals to establish a shareholder advisory committee.
Shareholder Proposals
to Limit Executive and Director Pay:
|
A.
|
Generally, vote for shareholder proposals that seek additional
disclosure of executive and director pay information.
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B.
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Review on a case-by-case basis (I) all shareholder proposals
that seek to limit executive and director pay and (ii) all advisory resolutions on executive pay other than shareholder resolutions
to permit such advisory resolutions. Vote against proposals to link all executive or director variable compensation to performance
goals.
|
Spin-offs:
Votes
on spin-offs should be considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds,
market focus, and managerial incentives.
State Takeover Statutes:
Review on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes,
control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance
pay and labor contract provisions, antigreenmail provisions, and disgorgement provisions).
Tender Offer Defenses:
Generally, proposals concerning the following tender offer defenses should be evaluated on a case-by-case basis.
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Los Angeles Capital Management and Equity
Research, Inc
Proxy Policy
Effective: January 1, 2012
March 27, 2012
Los Angeles Capital Management and Equity Research
Inc. (“Los Angeles Capital”) has adopted and implemented policies and procedures that are reasonably designed to ensure
that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC rule 206(4)-6 under the
Investment Advisers Act of 1940 (the “Advisers Act”). Our authority to vote the proxies of our clients is established
by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific
contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing
fiduciary standards and responsibilities for ERISA accounts set out in Department of Labor Interpretive Bulletin 2008-2, 29 CFR
2509.08-2 (October 17, 2008). The guidance set forth in this interpretive bulletin modifies and supersedes the guidance set forth
in interpretive bulletin 94-2 (29 CFR 2509.94-2) of July 29, 1994.
|
II.
|
PROXY POLICY STATEMENT
|
Los Angeles Capital’s proxy voting procedures
are designed and implemented in a way that is reasonably expected to ensure that proxy matters are conducted in the best interest
of its clients. Los Angeles Capital has hired Glass, Lewis & Co., LLC (“Glass Lewis”) to act as an independent
voting agent on its behalf. Glass Lewis provides objective proxy analysis and voting recommendations, and manages the operational
end of the process, ensuring compliance with all applicable laws and regulations. The firm has not identified any conflicts of
interest that would affect the proxy voting process. If at any time a material conflict arises it would be resolved in the best
interest of the client.
Los Angeles Capital has developed procedures and proxy
voting guidelines that outline the general principles and philosophy behind our proxy voting program. Los Angeles Capital has adopted
Glass Lewis’ U.S. and International Proxy Paper Guidelines. In addition, Los Angeles Capital may also incorporate information
gathered from other sources beyond Glass Lewis. The firm may conduct research internally and/or use the resources of an independent
research consultant, or the firm may use information from any of the following sources: legislative materials, studies of corporate
governance and other proxy voting issues, and/or analyses of shareholder and management proposals by a certain sector of companies
(
e.g.,
Fortune 500 companies).
Although we have established guidelines which were
developed in conjunction with Glass Lewis, and we have a pre-determined voting policy, the firm retains the right to ultimately
cast each vote on a case-by-case basis, taking into consideration the contractual obligations under the advisory agreement and
all other relevant facts and circumstances at the time of the vote. The Proxy Committee (the “Committee”) may also
be called on to vote a proxy that its third-party provider cannot. In these circumstances, three Committee member votes are required.
Los Angeles Capital recognizes that a client may issue
directives regarding how particular proxy issues are to be voted for the client’s portfolio holdings. Los Angeles Capital
requires that the advisory contract provides for such direction, including instructions as to how those votes will be managed,
particularly where they differ from Los Angeles Capital’s policies.
Limitations
Circumstances may arise, where subject to contractual
obligations established by the client, Los Angeles Capital will take a limited role in voting proxies:
|
•
|
Los Angeles Capital reserves
the right to abstain from voting a client proxy if it concludes that the effect on shareholders' economic interests or the value
of
the portfolio holding is indeterminable
or insignificant.
|
|
•
|
Los Angeles Capital will abstain
from voting proxies for securities that participate in a
securities lending program
and are out on loan.
|
|
•
|
Los Angeles Capital will abstain
from voting shares of securities in a country that participates in
share blocking
because it is disruptive to the
management of the portfolio.
|
|
•
|
Los Angeles Capital may abstain
from voting shares of securities with
unjustifiable costs
(e.g., certain non-U.S. securities).
|
|
•
|
The firm does not actively
engage in
shareholder activism
, such as dialogue with management with respect to pending proxy voting issues.
|
Special Considerations
Certain accounts may warrant specialized treatment
in voting proxies. Contractual stipulations and individual client direction will dictate how voting will be done in these cases.
Mutual Funds
Proxies will be voted in accordance with the requirements
of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. Proxies of portfolio
companies voted will be subject to any applicable investment restrictions of the fund and voted in accordance with any resolutions
or other instructions approved by authorized persons of the fund.
ERISA Accounts
Responsibilities
for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the
plan, as well as a duty to avoid prohibited
transactions.
From time to time, Los Angeles Capital may engage
in active monitoring and communications with the issuer with respect to ERISA accounts, particularly while maintaining a long-term
or relatively illiquid investment in the issuer. This may be achieved through a variety of means, including exercising the legal
rights of a shareholder.
Disclosure
Los Angeles Capital will provide all clients with
a copy of the policies and procedures upon request; however, please note they may be updated periodically. In addition, clients
may request at any time a copy of the firm’s voting records for their respective account(s) by making a formal request to
Los Angeles Capital. Los Angeles Capital will make this information available to an advisory client upon its request within a
reasonable time period and in a manner appropriate to the nature of the advisory business. For further information, please contact
Carin Madden, Director of Operations for Los Angeles Capital at 310-479-9878 or
operations@lacapm.com
.
Los Angeles Capital will not disclose voting records
to a third party.
|
III.
|
RESPONSIBILITY AND OVERSIGHT
|
The firm’s Proxy Committee (the “Committee”)
was established to provide oversight to the proxy voting process. The Committee is comprised of the President, Chief Investment
Officer, Director of Research, Director of Operations, Director of Global Equities, and Chief Compliance Officer. The Committee
is responsible for developing, implementing, and updating the firm’s proxy policy, approving and reviewing all proxy paper
guidelines, voting independent proxies on a case by case basis, overseeing the third-party proxy vendor, identifying any conflicts
of interest, and meeting to discuss any material issues regarding the proxy voting process. The Committee meets annually and as
necessary to fulfill its obligations.
Los Angeles Capital’s Director of Operations
handles the day to day administration of the proxy voting process.
Los Angeles Capital has engaged Glass Lewis as its
third-party voting delegate to assist with its administrative proxy functions.
Despite the relationship with Glass
Lewis, Los Angeles Capital retains final authority and fiduciary responsibility for proxy voting. Los Angeles Capital has verified
that Glass Lewis's procedures are consistent with the firm’s policies and procedures.
Los Angeles Capital’s responsibility for voting
proxies is generally determined by the obligations set forth under each advisory contract or similar document. Voting ERISA client
proxies is a fiduciary act of plan asset management that must be performed by the adviser, unless the voting right is retained
by a named fiduciary of the plan. (DOL Interpretive Bulletin 2008-2). If an advisory contract or similar document states that Los
Angeles Capital does not have the authority to vote client proxies, then voting is the responsibility of some other named fiduciary.
If a client wishes to direct how proxies are voted
in their account, Los Angeles Capital can create a custom proxy policy to be implemented by Glass Lewis. However, Los Angeles Capital
reserves the right to maintain its standard position on all other client accounts.
Process of Voting Proxies
Registered owners of record (
e.g.,
the trustee
or custodian bank) that receive proxy materials from the issuer or its information agent, or an ERISA plan, are instructed to sign
the proxy in blank and forward it directly to Glass Lewis, the voting delegate. Each proxy received is matched to the securities
to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies within a reasonable time. Each
proxy is then reviewed and categorized according to issues and the proposing parties. Lastly, Glass Lewis votes the proxy in accordance
with the firm's policies and procedures and returns the voted proxy to the issuer or its information agent.
Glass Lewis has the responsibility to ensure that
materials are received by Los Angeles Capital in a timely manner. In addition, Glass Lewis monitors and reconciles on a regular
basis the proxies received against holdings on the record date of client accounts over which Los Angeles Capital has voting authority.
This ensures that all shares held on the record date, and for which a voting obligation exists, are voted.
Conflicts of Interest
Los Angeles Capital attempts to minimize the risk
of conflicts by adopting the policies of an independent third party. Glass Lewis takes precautions to ensure its research is objective
at all times and under all circumstances. If Glass Lewis identifies a potential conflict of interest between it and a publicly-held
company, it will disclose the relationship on the relevant research report and abstain from voting the proxy. The proxy is then
directed to Los Angeles Capital to vote via Glass Lewis’ online platform. In these instances the Director of Operations disseminates
the proxy and all relevant information to the Committee for a vote. The firm may tap members of its Research department to research
the proxy internally or to gather external information. If during this process the Committee identifies a potential material conflict
of interest between Los Angeles Capital and one of its clients, the client will be notified. Upon notification, the client may
issue a specific directive to Los Angeles Capital on how to vote. If the client issues a directive that clearly creates a conflict
of interest for Los Angeles Capital, the client will be given the option of either (i) voting its own proxy on that issue; or (ii)
turning over the decision to another independent third party to vote. If no directive is issued by the client, the Committee will
vote in such a way that, in the firm’s opinion, fairly addresses the conflict in the best interest of the client.
Three Committee members are required to vote on the
issue and the Director of Operations ensures the proxy is voted in a timely manner via Glass Lewis’ web portal.
Glass Lewis and Los Angeles Capital maintain all records
of proxies voted pursuant to Section 204-2 of the Advisers Act. Such records include: (1) a copy of its policies and procedures;
(2) proxy statements received regarding client securities (maintained at Glass Lewis who will provide a copy promptly upon request);
(3) a record of each vote cast (maintained at Glass Lewis who will provide a copy promptly upon request); (4) a copy of any document
created by the adviser that was material to making a decision how to vote proxies on behalf of a client or that memorializes the
basis for that decision; and (5) each written client request for proxy voting records and any written response by Los Angeles Capital
to any (written or oral) client request for such records.
ERISA Accounts
Los Angeles Capital is required to maintain accurate
proxy voting records (both procedures and actions taken in individual situations) to enable the named fiduciary to determine whether
Los Angeles Capital is fulfilling its obligations. (DOL Interpretive Bulletin 2008-2) Retention may include: (1) issuer name and
meeting; (2) issues voted on and record of the vote; (3) number of shares eligible to be voted on the record date; (4) number of
shares voted; and (5) where appropriate, cost-benefit analyses.
Duration
Proxy voting books and records will be maintained
at Glass Lewis or Los Angeles Capital, in an easily accessible place for a period of five years.
|
|
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Policies and Procedures
|
Proxy Voting
POLICY:
|
As investment advisor, Mellon Capital Management Corporation (“Mellon Capital’) is typically delegated by clients the responsibility for voting proxies for shares held in their (i.e. client) account. Clients may decide to adopt Mellon Capital’s proxy voting policy or may use their own policy. In either case, Mellon Capital will vote and monitor the proxies on behalf of the client and ensure that the proxies are voted in accordance with the proxy voting policy.
|
Mellon Capital retains third
party proxy voting services currently Institutional Shareholder Services (“ISS”), to provide various services related
to proxy voting, such as research, analysis, voting services, proxy vote tracking, recordkeeping, and reporting. In Addition, Mellon
Capital also retains Glass Lewis for research only. Mellon Capital is required to vote proxies in the best interest
of clients and to treat them fairly.
Mellon Capital has
adopted The Bank of New York Mellon Corporation’s (“BNY Mellon”) Proxy Voting Policy (See Exhibit A).
PROCEDURES FOR ACCOUNT SET-UP & MONITORING OF ISS:
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Mellon Capital’s Onboarding Team has implemented procedures designed to ensure that; (1) the client’s custodian is instructed to send their client’s proxy ballots to ISS for voting; and (2) that ISS is notified that they should begin receiving proxy ballots. In addition, the Compliance Department monitors ISS’ activities on behalf of Mellon Capital. On a monthly basis, ISS issues a certification letter that states that all proxies available to vote were voted and that there were no exceptions (any exceptions will be listed in the letter).
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VOTING DISCLOSURE:
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Clients for whom Mellon Capital votes proxies will receive a summary of Mellon Capital’s Proxy Voting Policy and a full copy of the policy is available upon request. Furthermore, clients may request a history of proxies voted on their behalf.
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RECORDKEEPING:
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ISS maintains proxy voting records on behalf of Mellon Capital.
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MCM Policy: Proxy Voting
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Policies and Procedures
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VOTING BNY MELLON STOCK:
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It is the policy of Mellon Capital not to vote or make recommendations on how to vote shares of the Bank of New York Mellon Corporation stock, even where Mellon Capital has the legal power to do so under the relevant governing instrument. In order to avoid any appearance of conflict relating to voting BNY Mellon stock, Mellon Capital has contracted with an independent fiduciary (Institutional Shareholder Services) to direct all voting of BNY Mellon Stock held by any Mellon Capital accounts on any matter in which shareholders of BNY Mellon Stock are required or permitted to vote.
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MCM Policy: Proxy Voting
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Policies and Procedures
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Exhibit A
15 September 2011
THE BANK OF NEW YORK MELLON
CORPORATION
PROXY VOTING POLICY
1.
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Scope of Policy
- This Proxy Voting Policy has been adopted
by certain of the investment advisory subsidiaries of The Bank of New York Mellon Corporation (“BNY Mellon”),
the investment companies advised by such subsidiaries (the “Funds”), and certain of the banking subsidiaries of
BNY Mellon (BNY Mellon’s participating investment advisory and banking subsidiaries are hereinafter referred to individually
as a “Subsidiary” and collectively as the “Subsidiaries”).
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2.
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Fiduciary Duty
- We recognize that an investment adviser
is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts.
We further recognize that the right to vote proxies is an asset, just as the economic investment represented by the shares
is an asset. An investment adviser's duty of loyalty precludes the adviser from subrogating its clients' interests to
its own. Accordingly, in voting proxies, we will seek to act solely in the best financial and economic interests of
our clients, including the Funds and their shareholders, and for the exclusive benefit of pension and other employee benefit
plan participants. With regard to voting proxies of foreign companies, a Subsidiary weighs the cost of voting, and potential
inability to sell, the shares against the benefit of voting the shares to determine whether or not to vote.
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3.
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Long-Term Perspective
- We recognize that management of a
publicly-held company may need protection from the market’s frequent focus on short-term considerations, so as to be
able to concentrate on such long-term goals as productivity and development of competitive products and services.
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4.
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Limited Role of Shareholders
- We believe that a shareholder’s
role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its
managers and voting on matters which properly come to a shareholder vote. We will carefully review proposals that would
limit shareholder control or could affect shareholder values.
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MCM Policy: Proxy Voting
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Policies and Procedures
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5.
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Anti-takeover Proposals
- We generally will oppose proposals
that seem designed to insulate management unnecessarily from the wishes of a majority of the shareholders and that would lead
to a determination of a company’s future by a minority of its shareholders. We will generally support proposals
that seem to have as their primary purpose providing management with temporary or short-term insulation from outside influences
so as to enable them to bargain effectively with potential suitors and otherwise achieve identified long-term goals to the
extent such proposals are discrete and not bundled with other proposals.
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6.
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“Social” Issues
- On questions of social responsibility
where economic performance does not appear to be an issue, we will attempt to ensure that management reasonably responds to
the social issues. Responsiveness will be measured by management's efforts to address the particular social issue including,
where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. We will pay particular
attention to repeat issues where management has failed in the intervening period to take actions previously committed to.
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With respect to clients
having investment policies that require proxies to be cast in a certain manner on particular social responsibility issues, proposals
relating to such issues will be evaluated and voted separately by the client’s portfolio manager in accordance with such
policies, rather than pursuant to the procedures set forth in section 7.
7.
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Proxy Voting Process
- Every voting proposal is reviewed,
categorized and analyzed in accordance with our written guidelines in effect from time to time. Our guidelines are reviewed
periodically and updated as necessary to reflect new issues and any changes in our policies on specific issues.
Items that can be categorized will be voted in accordance with any applicable guidelines or referred to the BNY Mellon Proxy
Policy Committee (the “Committee”), if the applicable guidelines so require. Proposals for which a guideline
has not yet been established, for example, new proposals arising from emerging economic or regulatory issues, will be referred
to the Committee for discussion and vote. Additionally, the Committee may elect to review any proposal where it has
identified a particular issue for special scrutiny in light of new information. The Committee will also consider specific
interests and issues raised by a Subsidiary to the Committee, which interests and issues may require that a vote for an account
managed by a Subsidiary be cast differently from the collective vote in order to act in the best interests of such account's
beneficial owners.
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MCM Policy: Proxy Voting
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Policies and Procedures
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8.
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Material Conflicts of Interest
- We recognize our duty to
vote proxies in the best interests of our clients. We seek to avoid material conflicts of interest through the establishment
of our Committee structure, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent
manner across client accounts, based on internal and external research and recommendations provided by a third party vendor,
and without consideration of any client relationship factors. Further, we engage a third party as an independent fiduciary
to vote all proxies for BNY Mellon securities and Fund securities, and may engage an independent fiduciary to vote
proxies of other issuers in our discretion.
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9.
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Securities Lending
- We seek to balance the economic benefits
of engaging in lending securities against the inability to vote on proxy proposals to determine whether to recall shares,
unless a plan fiduciary retains the right to direct us to recall shares.
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10.
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Recordkeeping
- We will keep, or cause our agents to keep, the
records for each voting proposal required by law.
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11.
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Disclosure
- We will furnish a copy of this Proxy Voting Policy and any related
procedures, or a description thereof, to investment advisory clients as required by law. In addition, we will furnish
a copy of this Proxy Voting Policy, any related procedures, and our voting guidelines to investment advisory clients upon
request. The Funds shall disclose their proxy voting policies and procedures and their proxy votes as required by law.
We recognize that the applicable trust or account document, the applicable client agreement, the Employee Retirement Income
Security Act of 1974 (ERISA) and certain laws may require disclosure of other information relating to proxy voting in certain
circumstances. This information will only be disclosed to those who have an interest in the account for which shares
are voted, and after the shareholder meeting has concluded.
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12.
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Charter
– We maintain a Charter which lists the Committee’s responsibilities
and duties, membership, voting and non-voting members, quorum, meeting schedule and oversight mapping to the BNY Mellon Fiduciary
Risk Management Committee.
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MCM Policy: Proxy Voting
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Proxy
Voting Policy & Procedures
Summary
October 2012
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PIMCO has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act. In addition to covering the voting of equity securities, the Proxy Policy also applies generally to voting and/or consent rights of fixed income securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures. The Proxy Policy does not apply, however, to consent rights that primarily entail decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights (collectively, “proxies”) are exercised in the best interests of accounts.
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With respect to the voting of proxies relating to equity securities, PIMCO has selected an unaffiliated third party proxy research and voting service (“Proxy Voting Service”), to assist it in researching and voting proxies. With respect to each proxy received, the Proxy Voting Service researches the financial implications of the proposals and provides a recommendation to PIMCO as to how to vote on each proposal based on the Proxy Voting Service’s research of the individual facts and circumstances and the Proxy Voting Service’s application of its research findings to a set of guidelines that have been approved by PIMCO. Upon the recommendation of the applicable portfolio managers, PIMCO may determine to override any recommendation made by the Proxy Voting Service. In the event that the Proxy Voting Service does not provide a recommendation with respect to a proposal, PIMCO may determine to vote on the proposals directly.
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EffectivDate:
October 2010
Revised Date:
October 2012
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With
respect to the voting of proxies relating to fixed income securities, PIMCO’s fixed income credit research group (the
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“Credit Research Group”) is responsible for researching and issuing recommendations for voting
proxies. With respect to each proxy received, the Credit Research Group researches the financial implications of the proxy proposal
and makes voting recommendations specific for each account that holds the
Whistleblower
policy
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march 2012
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related fixed income security. PIMCO considers
each proposal regarding a fixed income security on a case-by-case basis taking into consideration any relevant contractual obligations
as well as other relevant facts and circumstances at the time of the vote. Upon the recommendation of the applicable portfolio
managers, PIMCO may determine to override any recommendation made by the Credit Research Group. In the event that the Credit Research
Group does not provide a recommendation with respect to a proposal, PIMCO may determine to vote the proposal directly.
PIMCO may determine not to vote a proxy
for an equity or fixed income security if: (1) the effect on the applicable account’s economic interests or the value of
the portfolio holding is insignificant in relation to the account’s portfolio; (2) the cost of voting the proxy outweighs
the possible benefit to the applicable account, including, without limitation, situations where a jurisdiction imposes share blocking
restrictions which may affect the ability of the portfolio managers to effect trades in the related security; or (3) PIMCO otherwise
has determined that it is consistent with its fiduciary obligations not to vote the proxy.
In the event that the Proxy Voting Service
or the Credit Research Group, as applicable, does not provide a recommendation or the portfolio managers of a client account propose
to override a recommendation by the Proxy Voting Service, or the Credit Research Group, as applicable, PIMCO will review the proxy
to determine whether there is a material conflict between PIMCO and the applicable account or among PIMCO-advised accounts. If
no material conflict exists, the proxy will be voted according to the portfolio managers’ recommendation. If a material conflict
does exist, PIMCO will seek to resolve the conflict in good faith and in the best interests of the applicable client account, as
provided by the Proxy Policy. The Proxy Policy permits PIMCO to seek to resolve material conflicts of interest by pursuing any
one of several courses of action. With respect to material conflicts of interest between PIMCO and a client account, the Proxy
Policy permits PIMCO to either: (i) convene a committee to assess and resolve the conflict (the “Proxy Conflicts Committee”);
or (ii) vote in accordance with protocols previously established by the Proxy Policy, the Proxy Conflicts Committee and/or other
relevant procedures approved by PIMCO’s Legal and Compliance department with respect to specific types of conflicts. With
respect to material conflicts of interest between one or more PIMCO-advised accounts, the Proxy Policy permits PIMCO to: (i) designate
a PIMCO portfolio manager who is not subject to the conflict to determine how to vote the proxy if the conflict exists between
two accounts with at least one portfolio manager in common; or (ii) permit the respective portfolio managers to vote the proxies
in accordance with each client account’s best interests if the conflict exists between client accounts managed by different
portfolio managers.
PIMCO will supervise and periodically review
its proxy voting activities and the implementation of the Proxy Policy. PIMCO’s Proxy Policy, and information about how PIMCO
voted a client’s proxies, is available upon request.
Proxy
voting policy & procedures Summary
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october 2012
3
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PIMCO will supervise and periodically review
its proxy voting activities and the implementation of the Proxy Policy. PIMCO’s Proxy Policy, and information about how PIMCO
voted a client’s proxies, is available upon request.
Proxy
voting policy & procedures Summary
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october 2012
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Principal Global Investors, LLC
Principal Real Estate Investors, LLC
Proxy Voting and Class Action Monitoring
Background
Rule 206(4)-6 under the Advisers Act requires
every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies
and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its clients. The procedures
must address material conflicts that may arise in connection with proxy voting. The Rule further requires the adviser to provide
a concise summary of the adviser’s proxy voting process and offer to provide copies of the complete proxy voting policy and
procedures to clients upon request. Lastly, the Rule requires that the adviser disclose to clients how they may obtain information
on how the adviser voted their proxies.
Risks
In developing this policy and procedures,
the Advisers considered numerous risks associated with their voting of client proxies. This analysis includes risks such as:
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The Advisers do not maintain a written proxy voting policy as required by Rule 206(4)-6.
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Proxies are not voted in Clients’ best interests.
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Proxies are not identified and voted in a timely manner.
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Conflicts between the Advisers’ interests and the Client are not identified; therefore, proxies
are not voted appropriately.
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The third-party proxy voting services utilized by the Advisers are not independent.
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Proxy voting records and Client requests to review proxy votes are not maintained.
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The Advisers have established the following
guidelines as an attempt to mitigate these risks.
Policy
The Advisers believe that proxy voting
and the analysis of corporate governance issues, in general, are important elements of the portfolio management services we provide
to our advisory clients. Our guiding principles in performing proxy voting are to make decisions that (i) favor proposals that
tend to maximize a company's shareholder value and (ii) are not influenced by conflicts of interest. These principles reflect the
Advisers’ belief that sound corporate governance will create a framework within which a company can be managed in the interests
of its shareholders.
In addition, as a fiduciary, the Advisers
also monitor Clients’ ability to participate in class action events through the regular portfolio management process. Accordingly,
the Advisers have adopted the policies and procedures set out below, which are designed to ensure that the Advisers comply with
legal, fiduciary, and contractual obligations with respect to proxy voting and class actions.
Proxy Voting Procedures
The Advisers have implemented these procedures
with the premise that portfolio management personnel base their determinations of whether to invest in a particular company on
a variety of factors, and while corporate governance is one such factor, it may not be the primary consideration. As such, the
principles and positions reflected in the procedures are designed to guide in the voting of proxies, and not necessarily in making
investment decisions.
The Compliance Department has assigned
a Proxy Voting Coordinator to manage the proxy voting process. The Investment Accounting Department has delegated the handling
of class action activities to a Senior Investment Accounting Leader.
Institutional Shareholder Services
Based on the Advisers’ investment
philosophy and approach to portfolio construction, and given the complexity of the issues that may be raised in connection with
proxy votes, the Advisers have retained the services of Institutional Shareholder Services (“ISS”). ISS is a wholly
owned subsidiary MSCI, Inc. which is a leading global provider of investment decision support tools. ISS offers proxy voting solutions
to institutional clients globally. The services provided to the Advisers include in-depth research, voting recommendations, vote
execution, recordkeeping, and reporting.
The Advisers have elected to follow the
ISS Standard Proxy Voting Guidelines (the “Guidelines”), which embody the positions and factors that the Advisers’
Portfolio Management Teams (“PM Teams”) generally consider important in casting proxy votes.
1
The Guidelines
address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses,
board structures, the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder
proposals. In connection with each proxy vote, ISS prepares a written analysis and recommendation (a “ISS Recommendation”)
that reflects ISS’s application of the Guidelines to the particular proxy issues. ISS Proxy Voting Guidelines Summaries are
accessible to all PM Teams on the ISS system. They are also available from the Proxy Voting Coordinator, who has been assigned
by the Compliance Department to manage the proxy voting process.
Voting Against ISS Recommendations
On any particular proxy vote, Portfolio
Managers may decide to diverge from the Guidelines. Where the Guidelines do not direct a particular response and instead list relevant
factors, the ISS Recommendation will reflect ISS’s own evaluation of the factors. As mentioned above, the PM Teams have access
to the ISS Recommendations and may determine that it is in the best interest of Clients to vote differently.
_______________________
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The Advisers have various Portfolio Manager Teams
organized by asset classes and investment strategies.
In the event that judgment differs from
that of ISS, the Advisers will memorialize the reasons supporting that judgment and retain a copy of those records for the Advisers’
files. In such cases, our procedures require:
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1.
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The requesting PM Team to set forth the reasons for their decision;
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2.
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The approval of the lead Portfolio Manager for the requesting PM Team;
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3.
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Notification to the Proxy Voting Coordinator and other appropriate personnel (including other PGI/PrinREI
Portfolio Managers who may own the particular security);
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4.
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A determination that the decision is not influenced by any conflict of interest; and
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5.
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The creation of a written record reflecting the process (See
Appendix XXXI
).
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Additionally, the Compliance Department
will periodically review the voting of proxies to ensure that all such votes – particularly those diverging from the judgment
of ISS – were voted consistent with the Advisers’ fiduciary duties.
Conflicts of Interest
The Advisers have implemented procedures
designed to prevent conflicts of interest from influencing proxy voting decisions. These procedures include our use of the Guidelines
and ISS Recommendations. Proxy votes cast by the Advisers in accordance with the Guidelines and ISS Recommendations are generally
not viewed as being the product of any conflicts of interest because the Advisers cast such votes pursuant to a pre-determined
policy based upon the recommendations of an independent third party.
Our procedures also prohibit the influence
of conflicts of interest where a PM Team decides to vote against an ISS Recommendation, as described above. In exceptional circumstances,
the approval process may also include consultation with the Advisers’ senior management, the Law Department, Outside Counsel,
and/or the Client whose account may be affected by the conflict. The Advisers will maintain a record of the resolution of any proxy
voting conflict of interest.
Proxy Voting Instructions and New Accounts
Institutional Accounts
As part of the new account opening process
for discretionary institutional Clients, the Advisers’ Investment Accounting Department is responsible for sending a proxy
letter to the Client’s custodian. This letter instructs the custodian to send the Client’s proxy materials to ISS for
voting. The custodian must complete the letter and fax it to ISS, with a copy to the Advisers’ Investment Accounting Department
and the Proxy Voting Coordinator. This process is designed to ensure and document that the custodian is aware of its responsibility
to send proxies to ISS.
The Investment Accounting Department is
responsible for maintaining this proxy instruction letter in the Client’s file and for scanning it into the Advisers’
OnBase system. These steps are part of the Advisers’ Account Opening Process.
SMA – Wrap Accounts
The Advisers’ SMA Operations Department is responsible
for servicing wrap accounts, which includes setting up the accounts for proxy voting with ISS. The SMA Operations Department is
responsible for sending a letter to the Client’s custodian, with instructions to send the Client’s proxy materials
to ISS for voting. The custodian must complete the letter and fax it to ISS, with a copy to the SMA Operations Department and the
Proxy Voting Coordinator. The SMA Operations Department will coordinate with the respective wrap program sponsor and the Compliance
Department to ensure that proxies are voted in accordance with Clients’ instructions.
Fixed Income and Private Investments
Voting decisions with respect to Client
investments in fixed income securities and the securities of privately-held issuers will generally be made by the relevant Portfolio
Managers based on their assessment of the particular transactions or other matters at issue.
Client Direction
Clients may choose to vote proxies themselves,
in which case they must arrange for their custodians to send proxy materials directly to them. Upon request, the Advisers can accommodate
individual Clients that have developed their own guidelines with ISS or another proxy service. Clients may also discuss with the
Advisers the possibility of receiving individualized reports or other individualized services regarding proxy voting conducted
on their behalf. Such requests should be centralized through the Advisers’ Proxy Voting Coordinator.
Securities Lending
At times, neither the Advisers nor ISS
will be allowed to vote proxies on behalf of Clients when those Clients have adopted a securities lending program. Typically, Clients
who have adopted securities lending programs have made a general determination that the lending program provides a greater economic
benefit than retaining the ability to vote proxies. Notwithstanding this fact, in the event that a proxy voting matter has the
potential to materially enhance the economic value of the Client’s position and that position is lent out, the Advisers will
make reasonable efforts to inform the Client that neither the Advisers nor ISS is able to vote the proxy until the lent security
is recalled.
Abstaining from Voting Certain Proxies
The Advisers shall at no time ignore or
neglect their proxy voting responsibilities. However, there may be times when refraining from voting is in the Client’s best
interest, such as when the Advisers’ analysis of a particular proxy issue reveals that the cost of voting the proxy may exceed
the expected benefit to the Client. Such proxies may be voted on a best-efforts basis. These issues may include, but are not limited
to:
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Restrictions for share blocking countries;
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Casting a vote on a foreign security may require that the adviser engage a translator;
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Restrictions on foreigners’ ability to exercise votes;
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Requirements to vote proxies in person;
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Requirements to provide local agents with power of attorney to facilitate the voting instructions;
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Untimely notice of shareholder meeting;
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Restrictions on the sale of securities for a period of time in proximity to the shareholder meeting.
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In certain markets where share
blocking occurs, shares must be “frozen” for trading purposes at the custodian or sub-custodian in order to vote. During
the time that shares are blocked, any pending trades will not settle. Depending on the market, this period can last from one day
to three weeks. Any sales that must be executed will settle late and potentially be subject to interest charges or other punitive
fees.
Proxy Solicitation
Employees must promptly inform the Advisers’
Proxy Voting Coordinator of the receipt of any solicitation from any person related to Clients’ proxies. As a matter of practice,
the Advisers will not reveal or disclose to any third party how the Advisers may have voted (or intend to vote) on a particular
proxy until after such proxies have been counted at a shareholder’s meeting. However, the Proxy Voting Coordinator may disclose
that it is the Advisers’ general policy to follow the ISS Guidelines. At no time may any Employee accept any remuneration
in the solicitation of proxies.
Handling of Information Requests
Regarding Proxies
Employees may
be contacted by various entities that request or provide information related to particular proxy issues. Specifically, investor
relations, proxy solicitation, and corporate/financial communications firms (e.g., Ipreo, Richard Davies, DF King, Georgeson Shareholder)
may contact the Advisers to ask questions regarding total holdings of a particular stock across advisory Clients, or how the Advisers
intends to vote on a particular proxy. In addition, issuers may call (or hire third parties to call) with intentions to influence
the Advisers’ votes (i.e., to vote against
ISS
).
Employees that receive information requests
related to proxy votes should forward such communications (e.g., calls, e-mails, etc.) to the Advisers’ Proxy Voting Coordinator.
The Proxy Voting Coordinator will take steps to verify the identity of the caller and his/her firm prior to exchanging any information.
In addition, the Proxy Voting Coordinator may consult with the appropriate Portfolio Manager(s) and/or the CCO or CCO NA with respect
to the type of information that can be disclosed. Certain information may have to be provided pursuant to foreign legal requirements
(e.g., Section 793 of the UK Companies Act).
External Managers
Where Client assets are placed with managers
outside of the Advisers, whether through separate accounts, funds-of-funds or other structures, such external managers generally
will be responsible for voting proxies in accordance with the managers’ own policies. The Advisers may, however, retain such
responsibilities where deemed appropriate.
Proxy Voting Errors
In the event that any Employee becomes
aware of an error related to proxy voting, he/she must promptly report that matter to the Advisers’ Proxy Voting Coordinator.
The Proxy Voting Coordinator will take immediate steps to determine whether the impact of the error is material and to address
the matter. The Proxy Voting Coordinator, with the assistance of the CCO or CCO NA, will generally prepare a memo describing the
analysis and the resolution of the matter. Supporting documentation (e.g., correspondence with ISS, Client, Portfolio Managers/
analysts, etc.) will be maintained by the Compliance Department. Depending on the severity of the issue, the Law Department, Outside
Counsel, and/or affected Clients may be contacted. However, the Advisers may opt to refrain from notifying non-material de minimis
errors to Clients.
Recordkeeping
The Advisers must maintain the documentation
described in the following section for a period of not less than five (5) years, the first two (2) years at the principal place
of business. The Compliance Department, in coordination with ISS, is responsible for the following procedures and for ensuring
that the required documentation is retained.
Client request to review proxy votes
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Any request, whether written (including e-mail) or oral, received by any Employee of the Advisers,
must be promptly reported to the Proxy Voting Coordinator. All written requests must be retained in the Client’s permanent
file.
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The Proxy Voting Coordinator will record the identity of the Client, the date of the request, and
the disposition (e.g., provided a written or oral response to Client’s request, referred to third party, not a proxy voting
client, other dispositions, etc.) in a suitable place.
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The Proxy Voting Coordinator will furnish the information requested to the Client within a reasonable
time period (generally within 10 business days). The Advisers will maintain a copy of the written record provided in response to
Client’s written (including e-mail) or oral request. A copy of the written response should be attached and maintained with
the Client’s written request, if applicable and maintained in the permanent file.
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Clients are permitted to request the proxy voting record for the 5 year period prior to their request.
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Proxy statements received regarding
client securities:
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Upon inadvertent receipt of a proxy, the Advisers will generally forward to ISS for voting, unless
the client has instructed otherwise.
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Note:
The Advisers are
permitted to rely on proxy statements filed on the SEC’s EDGAR system instead of keeping their own copies.
Proxy voting records:
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The Advisers’ proxy voting record is maintained by ISS. The Advisers’ Proxy Voting
Coordinator, with the assistance of the Investment Accounting and SMA Operations Departments, will periodically ensure that ISS
has complete, accurate, and current records of Clients who have instructed the Advisers to vote proxies on their behalf.
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The Advisers will maintain documentation to support the decision to vote against the ISS recommendation.
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The Advisers will maintain documentation or notes or any communications received from third parties,
other industry analysts, third party service providers, company’s management discussions, etc. that were material in the
basis for the decision.
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Procedures for Class Actions
In general, it is the Advisers’ policy
not to file class action claims on behalf of Clients. The Advisers specifically will not act on behalf of former Clients who may
have owned the affected security but subsequently terminated their relationship with the Advisers. The Advisers will only file
class actions on behalf of Clients if that responsibility is specifically stated in the advisory contract. The process of filing
class action claims is carried out by the Investment Accounting Department. In the event the Advisers opt out of a class action
settlement, the Advisers will maintain documentation of any cost/benefit analysis to support that decision.
The Advisers are mindful that they have
a duty to avoid and detect conflicts of interest that may arise in the class action claim process. Where actual, potential or apparent
conflicts are identified regarding any material matter, the Advisers will manage the conflict by seeking instruction from the Law
Department and/or outside counsel. It is the Advisers’ general policy not to act as lead plaintiff in class actions.
Disclosure
The Advisers will ensure that Part 2A of
Form ADV is updated as necessary to reflect: (i) all material changes to this policy; and (ii) regulatory requirements.
Responsibility
Various individuals and departments are
responsible for carrying out the Advisers’ proxy voting and class action practices, as mentioned throughout these policies
and procedures. The Compliance Department has assigned a Proxy Voting Coordinator to manage the proxy voting process. The Investment
Accounting Department has delegated the handling of class action activities to a Senior Investment Accounting Leader. In general,
the Advisers’ CCO or CCO NA (or their designee) will oversee the decisions related to proxy voting, class actions, conflicts
of interest, and applicable record keeping and disclosures.
Revised 12/2011
♦ Supersedes 12/2010
SPECTRUM ASSET MANAGEMENT,
INC.
POLICY ON PROXY VOTING
FOR INVESTMENT ADVISORY
CLIENTS
GENERAL POLICY
Spectrum, an investment adviser
registered with the Securities and Exchange Commission, acts as investment advisor for various types of client accounts (e.g. employee
benefit plans, governmental plans, mutual funds, insurance company separate accounts, corporate pension plans, endowments and foundations). While
Spectrum receives few proxies for the preferred shares it manages, Spectrum nonetheless will, when delegated the authority by a
client, vote these shares per the following policy voting standards and processes:
STANDARDS:
Spectrum’s standards aim
to ensure the following in keeping with the best interests of its clients:
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That Spectrum act solely in the interest of its clients in providing for ultimate long-term stockholder value.
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That Spectrum act without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote.
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That the custodian bank is aware of our fiduciary duty to vote proxies on behalf of others – Spectrum relies on the best efforts of the custodian bank to deliver all proxies we are entitled to vote.
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That Spectrum will exercise its right to vote all proxies on behalf of its clients (or permit clients to vote their interest, as the case(s) may be).
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That Spectrum will implement a reasonable and sound basis to vote proxies.
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PROCESSES:
A. Following ISS’
Recommendations
Spectrum has selected Institutional
Shareholder Services (ISS) to assist it with its proxy voting responsibilities. Spectrum follows ISS Standard Proxy
Voting guidelines (the “Guidelines”). The Guidelines embody the positions and factors Spectrum generally
considers important in casting proxy votes. They address a wide variety of individual topics, including, among other matters, shareholder
voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations,
mergers, and various shareholder proposals. Recognizing the complexity and fact-specific nature of many corporate governance issues,
the Guidelines often do not direct a particular voting outcome, but instead identify factors ISS considers in determining how the
vote should be cast.
In connection with each proxy
vote, ISS prepares a written analysis and recommendation (an "ISS Recommendation") that reflects ISS's application of Guidelines
to the particular proxy issues. Where the Guidelines do not direct a particular response and instead list relevant factors, the
ISS Recommendation will reflect ISS's own evaluation of the factors. Spectrum may on any particular proxy vote decide to diverge
from the Guidelines or an ISS Recommendation. In such cases, our procedures require: (i) the requesting Portfolio Manager to set
forth the reasons for their decision; (ii) the approval of the Chief Investment Officer; (iii) notification to the Compliance Department
and other appropriate Principal Global Investors personnel; (iv) a determination that the decision is not influenced by any conflict
of interest; and (v) the creation of a written record reflecting the process.
Spectrum generally votes
proxies in accordance with ISS’ recommendations. When Spectrum follows ISS’ recommendations, it need not
follow the conflict of interest procedures in Section B, below.
From time to time ISS may have
a business relationship or affiliation with one or more issuers held in Spectrum client accounts, while also providing voting recommendations
on these issuers’ securities. Because this practice may present a conflict of interest for ISS, Spectrum’s
Chief Compliance Officer will require from ISS at least annually additional information, or a certification that ISS has adopted
policies and procedures to detect and mitigate such conflicts of interest in issuing voting recommendations. Spectrum
may obtain voting recommendations from two proxy voting services as an additional check on the independence of the ISS’ voting
recommendations.
B. Disregarding
ISS’ Recommendations
Should Spectrum determine
not to follow ISS’ recommendation for a particular proxy, Spectrum will use the following procedures for identifying and
resolving a material conflict of interest, and will use the Proxy Voting Guidelines (below) in determining how to vote. The Report
for Proxy Vote(s) against RiskMetrics Recommendation(s), Exhibit A hereto, shall be completed in each such instance.
Spectrum will classify proxy
vote issues into three broad categories: Routine Administrative Items, Special Interest Issues, and Issues Having the
Potential for Significant Economic Impact. Once the Senior Portfolio Manager has analyzed and identified each issue
as belonging in a particular category, and disclosed the conflict of interests to affected clients and obtained their consents
prior to voting, Spectrum will cast the client’s vote(s) in accordance with the philosophy and decision guidelines developed
for that category. New and unfamiliar issues are constantly appearing in the proxy voting process. As new
issues arise, we will make every effort to classify them among the following three categories. If we believe it would
be informative to do so, we may revise this document to reflect how we evaluate such issues.
Due to timing delays, logistical
hurdles and high costs associated with procuring and voting international proxies, Spectrum has elected to approach international
proxy voting on the basis of achieving “best efforts at a reasonable cost.”
As a fiduciary, Spectrum owes
its clients an undivided duty of loyalty. We strive to avoid even the appearance of a conflict that may compromise the
trust our clients have placed in it. This is true with respect to proxy voting and thus Spectrum has adopted the following
procedures for addressing potential or actual conflicts of interest.
Identifying a Conflict of
Interest
.
There may be a material conflict of interest when Spectrum votes a proxy solicited by an issuer whose
retirement plan or fund we manage or with whom Spectrum, an affiliate, or an officer or director of Spectrum or of an affiliate
has any other material business or personal relationship that may affect how we vote the issuer’s proxy. To avoid
any perceived material conflict of interest, the following procedures have been established for use when Spectrum encounters a
potential material conflict to ensure that voting decisions are based on a clients’ best interest and are not the product
of a material conflict.
Monitoring for Conflicts
of Interest.
All employees of Spectrum are responsible for monitoring for conflicts of interest and referring any
that may be material to the CCO for resolution. At least annually, the CCO will take reasonable steps to evaluate the
nature of Spectrum’s material business relationships (and those of its affiliates) with any company whose preferred securities
are held in client accounts (a “portfolio company”) to assess which, if any, could give rise to a conflict of interest. CCO’s
review will focus on the following three categories:
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Business Relationships – The CCO will consider whether Spectrum (or an affiliate) has a substantial business relationship with a portfolio company or a proponent of a proxy proposal relating to the portfolio company (e.g., an employee group), such that failure to vote in favor of management (or the proponent) could harm the adviser’s relationship with the company (or proponent). For example, if Spectrum manages money for the portfolio company or an employee group, manages pension assets, leases office space from the company, or provides other material services to the portfolio company, the CCO will review whether such relationships may give rise to a conflict of interest.
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Personal Relationships – The CCO will consider whether any senior executives or portfolio managers (or similar persons at Spectrum’s affiliates) have a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships that might give rise to a conflict of interest.
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Familial Relationships – The CCO will consider whether any senior executives or portfolio managers (or similar persons at Spectrum’s affiliates) have a familial relationship relating to a portfolio company (e.g., a spouse or other relative who serves as a director of a portfolio company, is a candidate for such a position, or is employed by a portfolio company in a senior position).
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In monitoring for conflicts
of interest, the CCO will consider all information reasonably available to it about any material business, personal, or familial
relationship involving Spectrum (and its affiliates) and a portfolio company, including the following:
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A list of clients that are also public companies, which is prepared and updated by the Operations Department and retained in the Compliance Department.
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Publicly available information.
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Information generally known within Spectrum.
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Information actually known by senior executives or portfolio managers. When considering a proxy proposal, investment professionals involved in the decision-making process must disclose any potential material conflict that they are aware of to the CCO prior to any substantive discussion of a proxy matter.
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Information obtained periodically from those persons whom the CCO reasonably believes could be affected by a conflict arising from a personal or familial relationship (e.g., portfolio managers, senior management).
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The CCO may, at his discretion,
assign day-to-day responsibility for monitoring for conflicts to a designated person. With respect to monitoring of
affiliates, the CCO in conjunction with PGI’s CCO may rely on information barriers between Spectrum and its affiliates in
determining the scope of its monitoring of conflicts involving affiliates.
Determining Whether a Conflict
of Interest is “Material”
– On a regular basis, CCO will monitor conflicts of interest to determine whether
any may be “material” and therefore should be referred to PGI for resolution. The SEC has not provided any
specific guidance as to what types of conflicts may be “material” for purposes of proxy voting, so therefore it would
be appropriate to look to the traditional materiality analysis under the federal securities laws, i.e., that a “material”
matter is one that is reasonably likely to be viewed as important by the average shareholder.
Whether a conflict may be material
in any case will, of course, depend on the facts and circumstances. However, in considering the materiality of a conflict, Spectrum
will use the following two-step approach:
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1.
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Financial Materiality – The most likely indicator of materiality in most cases will be the dollar amount involved with the relationship in question. For purposes of proxy voting, it will be presumed that a conflict is not material unless it involves at least 5% of Spectrum’s annual revenues or a minimum dollar amount of $1,000,000. Different percentages or dollar amounts may be used depending on the nature and degree of the conflict (e.g., a higher number if the conflict arises through an affiliate rather than directly with Spectrum).
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2.
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Non-Financial Materiality – A non-financial conflict of interest might be material (e.g., conflicts involving personal or familial relationships) and should be evaluated based on the facts and circumstances of each case.
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If the CCO has any question
as to whether a particular conflict is material, it should presume the conflict to be material and refer it to the PGI’s
CCO for resolution. As in the case of monitoring conflicts, the CCO may appoint a designated person or subgroup of Spectrum’s
investment team to determine whether potential conflicts of interest may be material.
Resolving a Material Conflict
of Interest
– When an employee of Spectrum refers a potential material conflict of interest to the CCO, the CCO will
determine whether a material conflict of interest exists based on the facts and circumstances of each particular situation. If
the CCO determines that no material conflict of interest exists, no further action is necessary and the CCO will notify management
accordingly. If the CCO determines that a material conflict exists, CCO must disclose the conflict to affected clients
and obtain consent from each as to the manner in which Spectrum proposes to vote.
Clients may obtain information
about how we voted proxies on their behalf by contacting Spectrum’s Compliance Department.
PROXY VOTING GUIDELINES
CATEGORY I:
Routine
Administrative Items
Philosophy
: Spectrum
is willing to defer to management on matters of a routine administrative nature. We feel management is best suited to
make those decisions which are essential to the ongoing operation of the company and which do not have a major economic impact
on the corporation and its shareholders. Examples of issues on which we will normally defer to management’s recommendation
include:
2.
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increasing the authorized number of common shares
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3.
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election of unopposed directors
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CATEGORY II:
Special
Interest Issues
Philosophy
: While
there are many social, political, environmental and other special interest issues that are worthy of public attention, we do not
believe the corporate proxy process is the appropriate arena in which to achieve gains in these areas. Our primary responsibility
in voting proxies is to provide for the greatest long-term value for Spectrum’s clients. We are opposed to proposals
which involve an economic cost to the corporation, or which restrict the freedom of management to operate in the best interest
of the corporation and its shareholders. However, in general we will abstain from voting on shareholder social, political
and environmental proposals because their long-term impact on share value cannot be calculated with any reasonable degree of confidence.
CATEGORY III:
Issues
Having the Potential for Significant Economic Impact
Philosophy
: Spectrum
is not willing to defer to management on proposals which have the potential for major economic impact on the corporation and the
value of its shares. We believe such issues should be carefully analyzed and decided by the owners of the corporation. Presented
below are examples of issues which we believe have the potential for significant economic impact on shareholder value.
1.
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Classification of Board of Directors
. Rather than electing all directors
annually, these provisions stagger a board, generally into three annual classes, and call for only one-third to be elected
each year. Staggered boards may help to ensure leadership continuity, but they also serve as defensive mechanisms. Classifying
the board makes it more difficult to change control of a company through a proxy contest involving election of directors. In
general, we vote on a case by case basis on proposals for staggered boards, but generally favor annual elections of all directors.
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2.
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Cumulative Voting of Directors
. Most corporations provide that shareholders
are entitled to cast one vote for each director for each share owned - the one share, one vote standard. The process
of cumulative voting, on the other hand, permits shareholders to distribute the total number of votes they have in any manner
they wish when electing directors. Shareholders may possibly elect a minority representative to a corporate board
by this process, ensuring representation for all sizes of shareholders. Outside shareholder involvement can encourage
management to maximize share value. We generally support cumulative voting of directors.
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3.
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Prevention of Greenmail
. These proposals seek to prevent the practice of
“greenmail”, or targeted share repurchases by management of company stock from individuals or groups seeking control
of the company. Since only the hostile party receives payment, usually at a substantial premium over the market
value of its shares, the practice discriminates against all other shareholders. By making greenmail payments, management
transfers significant sums of corporate cash to one entity, most often for the primary purpose of saving their jobs. Shareholders
are left with an asset-depleted and often less competitive company. We think that if a corporation offers to buy
back its stock, the offer should be made to all shareholders, not just to a select group or individual. We are
opposed to greenmail and will support greenmail prevention proposals.
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4.
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Supermajority Provisions
. These corporate charter amendments generally require
that a very high percentage of share votes (70-81%) be cast affirmatively to approve a merger, unless the board of directors
has approved it in advance. These provisions have the potential to give management veto power over merging with
another company, even though a majority of shareholders favor the merger. In most cases we believe requiring supermajority
approval of mergers places too much veto power in the hands of management and other minority shareholders, at the expense
of the majority shareholders, and we oppose such provisions.
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5.
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Defensive Strategies
. These proposals will be analyzed on a case by case
basis to determine the effect on shareholder value. Our decision will be based on whether the proposal enhances
long-term economic value.
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Business Combinations or Restructuring
. These proposals will be analyzed
on a case by case basis to determine the effect on shareholder value. Our decision will be based on whether the
proposal enhances long-term economic value.
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7.
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Executive and Director Compensation
. These proposals will be analyzed on
a case by case basis to determine the effect on shareholder value. Our decision will be based on whether the proposal
enhances long-term economic value.
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Exhibit A to Proxy Policy
Report for Proxy Vote(s)
Against RiskMetrics Recommendation(s)
This form should be completed
in instances in which SAMI Portfolio Manager(s) decide to vote against RiskMetrics recommendations.
1. Security Name / Symbol:
2. Issue up for vote:
3. Summary of RiskMetrics recommendation
(see attached full RiskMetrics recommendation:
4. Reasons for voting against
RiskMetrics recommendation (supporting documentation may be attached):
5. Determination of potential
conflicts (if any):
6. Contacted Compliance Department:
Yes / No
Name of individual contacted:
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Date:
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7. Contacted other SAMI portfolio
managers who have position in same security:
Yes / No
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Name of individual contacted:
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Date:
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8. Portfolio Manager Signature:
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Date:
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Portfolio Manager Name:
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Portfolio Manager Signature*:
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Date:
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Portfolio Manager Name:
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*Note: All Portfolio
Managers who manage portfolios that hold relevant security must sign.
Proxy Voting Guidelines Policy
Symphony has adopted and implemented proxy voting guidelines
to ensure that proxies are voted in the best interest of its Clients. These are merely guidelines and specific situations may call
for a vote which does not follow the guidelines. In determining how to vote proxies, Symphony will follow the Proxy Voting Guidelines
of the independent third party which Symphony has retained to provide proxy voting services (“Symphony’s Proxy Guidelines”).
Symphony has created a Proxy Voting Committee to periodically
review Symphony’s Proxy Guidelines, address conflicts of interest, specific situations and any portfolio manager’s
decision to deviate from Symphony’s Proxy Guideline, (including the third party’s guidelines). Under certain circumstances,
Symphony may vote one way for some Clients and another way for other Clients. For example, votes for a Client who provides specific
voting instructions may differ from votes for Clients who do not provide proxy voting instructions. However, when Symphony has
discretion, proxies will generally be voted the same way for all Clients. In addition, conflicts of interest in voting proxies
may arise between Clients, between Symphony and its employees, or a lending or other material relationship. As a general rule,
conflicts will be resolved by Symphony voting in accordance with Symphony’s Proxy Guidelines when:
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Symphony manages the account of a corporation or a pension fund sponsored by a corporation in which Clients of Symphony also
own stock. Symphony will vote the proxy for its other Clients in accordance with Symphony’s Proxy Guidelines and will follow
any directions from the corporation or the pension plan, if different than Symphony’s Proxy Guidelines;
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An employee or a member of his/her immediate family is on the Board of Directors or a member of senior management of the company
that is the issuer of securities held in Client’s account;
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Symphony has a borrowing or other material relationship with a corporation whose securities are the subject of the proxy.
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Proxies will always be voted in the best interest of Symphony’s
Clients. Those situations that do not fit within the general rules for the resolution of conflicts of interest will be reviewed
by the Proxy Voting Committee. The Proxy Voting Committee, after consulting with senior management, if appropriate, will determine
how the proxy should be voted. For example, when a portfolio manager decides not to follow Symphony’s Proxy Guidelines,
the Proxy Voting Committee will review a portfolio manager’s recommendation and determine how to vote the proxy. Decisions
by the Proxy Voting Committee will be documented and kept with records related to the voting of proxies. A summary of specific
votes will be retained in accordance with Symphony’s Books and Records Requirements which are set forth Symphony’s
Compliance Manual and Code of Ethics.
TORTOISE CAPITAL ADVISORS,
L.L.C.
PROXY VOTING POLICIES AND
PROCEDURES
Unless a client is a registered
investment company under the Investment Company Act of 1940 or a client requests Tortoise Capital Advisors, L.L.C. (the “Adviser”)
to do so in writing, the Adviser does not vote proxy materials for its clients. In the event the Adviser
receives any proxies intended for clients who have not delegated proxy voting responsibilities to the Adviser, the Adviser will
promptly forward such proxies to the client for the client to vote. When requested by the client, the Adviser may provide
advice to the client regarding proposals submitted to the client for voting. In the event an employee determines that
the Adviser has a conflict of interest due to, for example, a relationship with a company or an affiliate of a company, or for
any other reason which could influence the advice given, the employee will advise the Chief Compliance Officer who will advise
the Investment Committee, and the Investment Committee will decide whether the Adviser should either (1) disclose to the client
the conflict to enable the client to evaluate the advice in light of the conflict or (2) disclose to the client the conflict and
decline to provide the advice.
In cases in which the client
is a registered investment company under the Investment Company Act of 1940 or in cases where the client has delegated proxy voting
responsibility and authority to the Adviser, the Adviser has adopted and implemented the following policies and procedures, which
it believes are reasonably designed to ensure that proxies are voted in the best interests of its clients. In pursuing
this policy, proxies should be voted in a manner that is intended to maximize value to the client. In situations where
Adviser accepts such delegation and agrees to vote proxies, Adviser will do so in accordance with these Policies and Procedures. The
Adviser may delegate its responsibilities under these Policies and Procedures to a third party, provided that no such delegation
shall relieve the Adviser of its responsibilities hereunder and the Adviser shall retain final authority and fiduciary responsibility
for such proxy voting.
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a.
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Because of the unique nature of the Master Limited Partnerships (“MLPs”), the Adviser shall evaluate each proxy of an MLP on a case-by-case basis. Because proxies of MLPs are expected to relate only to extraordinary measures, the Adviser does not believe it is prudent to adopt pre-established voting guidelines.
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b.
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In the event requests for proxies are received with respect to the voting of equity securities other than MLP equity units, on routine matters, such as election of directors or approval of auditors, the proxies usually will be voted with management unless the Adviser determines it has a conflict or the Adviser determines there are other reasons not to vote with management. On non-routine matters, such as amendments to governing instruments, proposals relating to compensation and stock option and equity compensation plans, corporate governance proposals and shareholder proposals, the Adviser will vote, or abstain from voting if deemed appropriate, on a case by case basis in a manner it believes to be in the best economic interest of its clients, and registered investment company clients’ shareholders. In the event requests for proxies are received with respect to debt securities, the Adviser will vote on a case by case basis in a manner it believes to be in the best economic interest of its clients, and registered investment company clients’ shareholders.
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c.
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The Investment Committee of the Adviser, or a Manager of the Adviser designated by the Investment Committee as listed on Exhibit A hereto, is responsible for monitoring Adviser’s proxy voting actions and ensuring that (i) proxies are received and forwarded to the appropriate decision makers; and (ii) proxies are voted in a timely manner upon receipt of voting instructions. The Adviser is not responsible for voting proxies it does not receive, but will make reasonable efforts to obtain missing proxies.
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d.
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The Investment Committee of the Adviser, or a Manager of the Adviser designated by the Investment Committee as listed on Exhibit A hereto, shall implement procedures to identify and monitor potential conflicts of interest that could affect the proxy voting process, including (i) significant client relationships; (ii) other potential material business relationships; and (iii) material personal and family relationships.
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e.
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All decisions regarding proxy voting shall be determined by the Investment Committee of the Adviser, or a Manager of the Adviser designated by the Investment Committee, and shall be executed by a Manager of the Adviser or, if the proxy may be voted electronically, electronically voted by a Manager of the Adviser or his designee, including any of the individuals listed on Exhibit A hereto. Every effort shall be made to consult with the portfolio manager and/or analyst covering the security.
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f.
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The Adviser may determine not to vote a particular proxy, if the costs and burdens exceed the benefits of voting (e.g., when securities are subject to loan or to share blocking restrictions).
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The Adviser shall use commercially
reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist only
if one or more of the managers of the Adviser actually knew or should have known of the conflict. The Adviser is sensitive
to conflicts of interest that may arise in the proxy decision-making process and has identified the following potential conflicts
of interest:
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A principal of the Adviser or any person involved in the proxy decision-making process currently serves on the Board of the portfolio company.
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An immediate family member of a principal of the Adviser or any person involved in the proxy decision-making process currently serves as a director or executive officer of the portfolio company.
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The Adviser, any venture capital fund managed by the Adviser, or any affiliate holds a significant ownership interest in the portfolio company.
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This list is not intended
to be exclusive. All employees are obligated to disclose any potential conflict to the Adviser’s Chief Compliance
Officer.
If a material conflict is
identified, Adviser management may (i) disclose the potential conflict to the client and obtain consent; or (ii) establish an ethical
wall or other informational barriers between the person(s) that are involved in the conflict and the persons making the voting
decisions.
The Investment Committee
of the Adviser, or a Manager of the Adviser designated by the Investment Committee as listed on Exhibit A hereto, is responsible
for maintaining the following records:
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proxy voting policies and procedures;
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proxy statements (provided, however, that the Adviser may rely on the Securities and Exchange Commission’s EDGAR system if the issuer filed its proxy statements via EDGAR or may rely on a third party as long as the third party has provided the Adviser with an undertaking to provide a copy of the proxy statement promptly upon request);
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records of votes cast and abstentions; and
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any records prepared by the Adviser that were material to a proxy voting decision or that memorialized a decision.
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Exhibit A
Manager of the Adviser Designated
by Investment Committee
Zach Hamel
Designees for Electronic
Voting of Proxies
Zach Hamel
Rob Thummel
Matt Sallee
Cameron Addington
Nick Holmes
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Wellington Management Company, llp
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Global Proxy Policy and Procedures
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Introduction
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Wellington Management Company, llp (“Wellington Management”) has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of its clients around the world.
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Wellington Management’s Proxy Voting Guidelines (the “Guidelines”), which are incorporated by reference to these
Global Proxy Policy and Procedures
, set forth the sets of guidelines that Wellington Management uses in voting specific proposals presented by the boards of directors or shareholders of companies whose securities are held in client portfolios for which Wellington Management has voting discretion. While the Guidelines set forth general sets of guidelines for voting proxies, it should be noted that these are guidelines and not rigid rules. Many of the Guidelines are accompanied by explanatory language that describes criteria that may affect our vote decision. The criteria as described are to be read as part of the guideline, and votes cast according to the criteria will be considered within guidelines. In some circumstances, the merits of a particular proposal may cause us to enter a vote that differs from the Guidelines.
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Statement of Policy
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As a matter of policy, Wellington Management:
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1
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Takes responsibility for voting client proxies only upon a client’s written request.
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2
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Votes all proxies in the best interests of its clients as shareholders,
i.e.,
to maximize economic value.
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3
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Develops and maintains broad guidelines setting out positions on common proxy issues, but also considers each proposal in the context of the issuer, industry, and country or countries in which its business is conducted.
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4
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Evaluates all factors it deems relevant when considering a vote, and may determine in certain instances that it is in the best interest of one or more clients to refrain from voting a given proxy ballot.
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Wellington Management Company, llp
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Global Proxy Policy and Procedures
|
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5
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Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.
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6
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Believes that sound corporate governance practices can enhance shareholder value and therefore encourages consideration of an issuer’s corporate governance as part of the investment process.
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7
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Believes that proxy voting is a valuable tool that can be used to promote sound corporate governance to the ultimate benefit of the client as shareholder.
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8
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Provides all clients, upon request, with copies of these
Global Proxy Policy and Procedures
, the Guidelines, and related reports, with such frequency as required to fulfill obligations under applicable law or as reasonably requested by clients.
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9
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Reviews regularly the voting record to ensure that proxies are voted in accordance with these
Global Proxy Policy and Procedures
and the Guidelines; and ensures that procedures, documentation, and reports relating to the voting of proxies are promptly and properly prepared and disseminated.
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Responsibility and Oversight
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Wellington Management has a Corporate Governance Committee, established by action of the firm’s Executive Committee, that is responsible for the review and approval of the firm’s written
Global Proxy Policy and Procedures
and the Guidelines, and for providing advice and guidance on specific proxy votes for individual issuers. The firm’s Legal and Compliance Group monitors regulatory requirements with respect to proxy voting on a global basis and works with the Corporate Governance Committee to develop policies that implement those requirements. Day-to-day administration of the proxy voting process at Wellington Management is the responsibility of the Global Research Services Group. In addition, the Global Research Services Group acts as a resource for portfolio managers and research analysts on proxy matters, as needed.
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Wellington Management Company, llp
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Global Proxy Policy and Procedures
|
Statement of Procedures
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Wellington Management has in place certain procedures for implementing its proxy voting policy.
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General Proxy Voting
|
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Authorization to Vote
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Wellington Management will vote only those proxies for which its clients have affirmatively delegated proxy-voting authority.
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Receipt of Proxy
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Proxy materials from an issuer or its information agent are forwarded to registered owners of record, typically the client’s custodian bank. If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent. Wellington Management, or its voting agent, may receive this voting information by mail, fax, or other electronic means.
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Reconciliation
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To the extent reasonably practicable, each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt.
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Research
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In addition to proprietary investment research undertaken by Wellington Management investment professionals, the firm conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance around the world and of current practices of specific companies.
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Proxy Voting
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Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows:
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·
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Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (
i.e.,
“For”, “Against”, “Abstain”) are reviewed by the Global Research Services Group and voted in accordance with the Guidelines.
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Wellington Management Company, llp
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Global Proxy Policy and Procedures
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·
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Issues identified as “case-by-case” in the Guidelines are further reviewed by the Global Research Services Group. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.
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·
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Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.
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Material Conflict of Interest Identification and Resolution Processes Wellington Management’s broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Corporate Governance Committee encourages all personnel to contact the Global Research Services Group about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Corporate Governance Committee to determine if there is a conflict, and if so whether the conflict is material.
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If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Corporate Governance Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Corporate Governance Committee should convene. Any Corporate Governance Committee member who is himself or herself subject to the identified conflict will not participate in the decision on whether and how to vote the proxy in question.
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Other Considerations
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In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following list of considerations highlights some potential instances in which a proxy vote might not be entered.
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Securities Lending
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Wellington Management may be unable to vote proxies when the underlying securities have been lent out pursuant to a client’s securities lending program. In general, Wellington Management does not know when securities have been lent out and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.
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Wellington Management Company, llp
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Global Proxy Policy and Procedures
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Share Blocking and Re-registration
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Certain countries require shareholders to stop trading securities for a period of time prior to and/or after a shareholder meeting in that country (
i.e.,
share blocking). When reviewing proxies in share blocking countries, Wellington Management evaluates each proposal in light of the trading restrictions imposed and determines whether a proxy issue is sufficiently important that Wellington Management would consider the possibility of blocking shares. The portfolio manager retains the final authority to determine whether to block the shares in the client’s portfolio or to pass on voting the meeting.
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In certain countries, re-registration of shares is required to enter a proxy vote. As with share blocking, re-registration can prevent Wellington Management from exercising its investment discretion to sell shares held in a client’s portfolio for a substantial period of time. The decision process in blocking countries as discussed above is also employed in instances where re-registration is necessary.
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Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs
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Wellington Management may be unable to enter an informed vote in certain circumstances due to the lack of information provided in the proxy statement or by the issuer or other resolution sponsor, and may abstain from voting in those instances. Proxy materials not delivered in a timely fashion may prevent analysis or entry of a vote by voting deadlines. In addition, Wellington Management's practice is to abstain from voting a proxy in circumstances where, in its judgment, the costs exceed the expected benefits to clients. Requirements for Powers of Attorney and consularization are examples of such circumstances.
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Additional Information
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Wellington Management maintains records of proxies voted pursuant to Section 204-2 of the Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws.
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Wellington Management Company, llp
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Global Proxy Policy and Procedures
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Wellington Management’s
Global Proxy Policy and Procedures
may be amended from time to time by Wellington Management. Wellington Management provides clients with a copy of its
Global Proxy Policy and Procedures
, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.
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Dated: July 8, 2009
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PART C. OTHER INFORMATION
Item 28. Exhibits.
(a)
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(1)
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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
)
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(2)
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Articles Supplementary dated 11/26/2012
Filed as Ex-99 (a)(2) on 12/13/12 (Accession No. 0001144204-12-067870)
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(b)
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By-laws dated June 13, 2012 – Filed as Ex-99 (b) on 07/16/2012 (Accession No. 0001144204-12-039659)
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(c)
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These have been previously filed as noted in response to Items 28(a) and 28(b).
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(d)
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(1)
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Amended and Restated Management Agreement dated 06/13/2012
– Filed as Ex-99 (d)(1) on 07/16/2012 (Accession No. 0001144204-12-039659)
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(2)
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a.
|
AllianceBernstein Amended & Restated Sub-Advisory Agreement dated 01/01/10 – Filed as Ex-99.(D)(5)d on 03/16/2010 (Accession No. 0000898745-10-000157)
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b.
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American Century Amended & Restated Sub-Advisory Agreement dated 03/08/10 – Filed as Ex-99 (d)(2)d on 05/04/10 (Accession No. 0000898745-10-000277)
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c.
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AQR Capital Management, LLC/CNH Partners, LLC Sub-Advisory Agreement dated 10/24/11 – Filed as Ex-99 (d)(4)a on 12/30/2011 (Accession No. 0001144204-11-072069)
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d.
|
Barrow, Hanley, Mewhinney & Strauss, LLC Amended and Restated Sub-Advisory Agreement dated 12/19/2011 – Filed as Ex-99 (d)(6)a on 02/28/12 (Accession No. 0001144204-12-011673)
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e.
|
BlackRock Financial Management, Inc. Amended & Restated Sub-Advisory Agreement dated 01/01/10 – Filed as Ex-99.(D)(6)b on 03/16/2010 (Accession No. 0000898745-10-000157)
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f.
|
Brookfield Investment Management Corporation Sub-Advisory Agreement dated 02/03/12 – Filed as Ex-99 (d)(8)a on 02/28/12 (Accession No. 0001144204-12-011673)
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g.
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Brown Investment Advisory Incorporated Sub-Advisory Agreement dated 09/14/2010 Filed as Ex-99 (d)(2)g on 12/13/12 (Accession No. 0001144204-12-067870)
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h.
|
Causeway Capital Management LLC Sub-Advisory Agreement dated 01/01/10 – Filed as Ex-99.(D)(8)b on 03/16/10 (Accession No. 0000898745-10-000157)
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i.
|
ClearBridge Advisors, LLC Sub-Advisory Agreement dated 10/01/09 – Filed as Ex-99.(d)(9)a on 12/18/09 (Accession No. 0000898745-09-000546)
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j.
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Cliffwater, LLC Sub-Advisory and Consulting Agreement dated 10/24/11 – Filed as Ex-99 (d)(10)a on 12/30/11 (Accession No. 0001144204-11-072069)
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k.
|
Columbus Circle Investors Amended & Restated Sub-Advisory Agreement dated 01/01/10 – Filed as Ex-99.(D)(10)e on 03/16/2010 (Accession No. 0000898745-10-000157)
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l.
|
Credit Suisse Sub-Advisory Agreement dated 03/16/10 – Filed as Ex D11A on 07/29/10 (Accession No. 0000898745-10-000394)
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m.
|
DDJ Capital Management, LLC Sub Advisory Agreement dated 10/09/2012 Filed as Ex-99 (d)(2)m on 12/13/12 (Accession No. 0001144204-12-067870)
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n.
|
Dimensional Fund Advisors Amended & Restated Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(11)b on 03/16/10 (Accession No. 0000898745-10-000157)
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o.
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Edge Asset Management Sub-Advisory Agreement dated 06/06/2011 – Filed as Ex-99.(a)(15)a on 06/13/2012 (Accession No. 0001144204-12-034634)
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p.
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Emerald Advisors, Inc. Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(13)B on 03/16/10 (Accession No. 0000898745-10-000157)
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q.
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Goldman Sachs Amended & Restated Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(15)f on 03/16/2010 (Accession No. 0000898745-10-000157)
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r.
|
Guggenheim Investment Management, LLC Sub-Advisory Agreement dated 09/16/2009 – Filed as Ex-99.D(15)a on 10/07/2009 (Accession No. 0000898745-09-000489)
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s.
|
Guggenheim Partners Asset Management, LLC Sub-Advisory Agreement dated 01/18/2012 Filed as Ex-99 (d)(20)a on 05/11/2012 (Accession No. 0001144204-12-028046)
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t.
|
Herndon Capital Management Sub-Advisory Agreement dated 06/27/2011 – Filed as Ex-99 (d)(18)a on 12/30/2011 (Accession No. 0001144204-11-072069)
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u.
|
Jacobs Levy Equity Management, Inc. Amended & Restated Sub-Advisory Agreement dated January 1, 2010 – Filed as Ex-99.(D)(17)d on 03/16/2010 (Accession No. 0000898745-10-000157)
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v.
|
Jennison Sub-Advisory Agreement dated 03/16/2010 – Filed as Ex D20A on 07/29/10 (Accession No. 0000898745-10-000394)
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w.
|
JP Morgan Amended & Restated Sub-Advisory Agreement dated 1/1/2010 – Filed as Ex-99.(D)(18)d on 03/16/2010 (Accession No. 0000898745-10-000157)
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x.
|
Lehman Brothers (now known as Neuberger Berman Fixed Income LLC) Amended & Restated Sub-Advisory Agreement dated 05/04/09 – Filed as Ex-99.D(18)b on 10/07/09 (Accession No. 0000898745-09-000489)
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y.
|
Loomis, Sayles & Company, L.P. Sub-Advisory Agreement dated 10/24/11 – Filed as Ex-99 (d)(24)a on 12/30/2011 (Accession No. 0001144204-11-072069)
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z.
|
Los Angeles Capital Management and Equity Research, Inc. Amended & Restated Sub-Advisory Agreement dated 10/24/11 – Filed as Ex-99 (d)(23)a on 12/30/2011 (Accession No. 0001144204-11-072069)
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aa.
|
Mellon Capital Amended & Restated Sub-Advisory Agreement dated 12/31/2009 – Filed as Ex-99.(D)(21)e on 03/16/2010 (Accession No. 0000898745-10-000157)
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bb.
|
Montag & Caldwell, Inc. Sub-Advisory Agreement dated 09/24/10 – Filed as Ex-99.(d)(24)a on 11/04/10 (Accession No. 0000898745-10-000494)
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cc.
|
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)
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dd.
|
(1)
|
Principal Global Investors, LLC Amended & Restated Sub-Advisory Agreement dated 06/14/2012 – Filed as Ex-99 (d)(2) cc on 07/16/2012 (Accession No. 0001144204-12-039659)
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(2)
|
Principal Global Investors, LLC Amended & Restated Sub-Advisory Agreement dated _______________________ **
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ee.
|
Principal Real Estate Investors, LLC Amended & Restated Sub-Advisory Agreement dated 02/03/12 Filed as Ex-99 (d)(32)a on 05/11/2012 (Accession No. 0001144204-12-028046)
|
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ff.
|
Pyramis Global Advisors, LLC Amended & Restated Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(26)b on 03/16/2010 (Accession No. 0000898745-10-000157)
|
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gg.
|
Schroder Investment Management North America Inc. Sub-Advisory Agreement dated 1/11/10 – Filed as Ex-99.(D)(27)a on 03/16/2010 (Accession No. 0000898745-10-000157)
|
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hh.
|
Schroder Investment Management North America Limited Sub-Sub-Advisory Agreement dated 1/11/10 – Filed as Ex-99.(D)(28)a on 03/16/2010 (Accession No. 0000898745-10-000157)
|
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ii.
|
Spectrum Amended & Restated Sub-Advisory Agreement dated 12/12/2008 Filed as Ex-99 (d)(2)ii on 12/13/12 (Accession No. 0001144204-12-067870)
|
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jj.
|
Stone Harbor Investment Partners LP Sub-Advisory Agreement dated 03/30/2012 – Filed as Ex-99.(d)(36)a on 06/13/2012 (Accession No. 0001144204-12-034634)
|
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kk.
|
Symphony Asset Management LLC Sub-Advisory Agreement dated 02/03/12 – Filed as Ex-99 (d)(36)a on 02/28/12 (Accession No. 0001144204-12-011673)
|
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|
ll.
|
T. Rowe Price Associates, Inc. Amended & Restated Sub-Advisory Agreement dated 04/01/2012 – Filed as Ex-99.(d)(38)a on 06/13/2012 (Accession No. 0001144204-12-034634)
|
|
|
|
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|
mm.
|
Thompson, Siegel & Walmsley LLC Sub-Advisory Agreement dated 10/01/09 – Filed as Ex-99.D(28)a on 10/07/09 (Accession No. 0000898745-09-000489)
|
|
|
|
nn.
|
Tortoise Capital Advisors, LLC Amended & Restated Sub-Advisory Agreement dated 03/16/2010 – Filed as Ex-99 (d)(32)b on 05/04/10 (Accession No. 0000898745-10-000277)
|
|
|
|
oo.
|
Turner Investment Partners, Inc. Amended & Restated Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(33)c on 03/16/2010 (Accession No. 0000898745-10-000157)
|
|
|
|
pp.
|
Vaughan Nelson Investment Management, LP Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(35)b on 03/16/2010 (Accession No. 0000898745-10-000157)
|
|
|
|
qq.
|
W. H. Reaves Sub-Advisory Agreement dated 10/05/11 – Filed as Ex-99 (d)(39)a on 12/30/2011 (Accession No. 0001144204-11-072069)
|
|
|
|
rr.
|
Wellington Management Sub-Advisory Agreement dated 10/24/2011 – Filed as Ex-99 (d)(41) on 12/30/2011 (Accession No. 0001144204-11-072069)
|
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|
ss.
|
Westwood Management Corporation Amended & Restated Sub-Advisory Agreement dated 01/01/2010 – Filed as Ex-99.(D)(37)B on 03/16/2010 (Accession No. 0000898745-10-000157)
|
|
(e)
|
(1)
|
Amended & Restated Distribution Agreement for A, B, C, J, P, R-1, R-2, R-3, R-4, R-5 and Institutional Classes dated 09/27/10 – Filed as Ex-99.(e)(1)a on 07/11/11 (Accession No. 0000898745-11-000480)
|
|
|
(2)
|
a.
|
Selling Agreement dated 10/09/07 for Classes A, B, C Shares — Filed as Ex-99 (e)(2)a on 05/11/2012 (Accession No. 0001144204-12-028046)
|
|
|
|
b.
|
Amendment, dated 09/22/11, to Selling Agreement dated 10/09/07 for Classes A, B, C, J, Institutional, P, R-1, R-2, R-3, R-4 and R-5 Class Shares — Filed as Ex-99.(e)(2)b on 06/13/2012 (Accession No. 0001144204-12-034634)
|
|
(f)
|
N/A
|
|
(g)
|
Custody Agreement between The Bank of New York Mellon and Principal Funds, Inc. dated 11/11/11 – Filed as Ex-99 (g)(1) on 07/16/2012 (Accession No. 0001144204-12-039659)
|
|
(h)
|
(1)
|
Amended and Restated Transfer Agency Agreement (A, B, C, J, P, Institutional, R-1, R-2, R-3, R-4 and R-5 Classes) dated 09/13/12 – Filed as Ex-99.(h)(1) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
(2)
|
Amended & Restated Shareholder Services Agreement dated 1/12/07 – Filed as Ex-99.H on 12/14/07 (Accession No. 0000898745-07-000184)
|
|
|
(3)
|
Investment Service Agreement dated 10/31/2002 – Filed as Ex-99.H.3.C on 12/30/02 (Accession No. 0001126871-02- 000036)
|
|
|
(4)
|
Amended & Restated Administrative Services Agreement dated 05/01/10 – Filed as Ex H5A on 07/29/10 (Accession No. 0000898745-10-000394)
|
|
|
(5)
|
Amended & Restated Service Agreement dated 05/01/10 – Filed as Ex H6A on 07/29/10 (Accession No. 0000898745-10-000394)
|
|
|
(6)
|
Amended & Restated Service Sub-Agreement dated 9/30/05 – Filed as Ex-99.A on 11/22/05 (Accession No. 0000870786-05-000263)
|
|
|
(7)
|
Principal Funds, Inc. – Contractual Fee Waiver Agreement (12b-1) dated 07/16/12 – Filed as Ex-99 (h)(7) on 07/16/2012 (Accession No. 0001144204-12-039659)
|
|
|
(8)
|
Principal Funds, Inc. – Contractual Fee Limit/Waiver Agreement dated 11/01/12 *
|
|
|
(9)
|
Principal Funds, Inc. and Principal Variable Contracts Funds, Inc. Interfund Lending Agreement dated 11/06/12 *
|
|
|
|
|
(10)
|
Form of Principal Funds, Inc. - Contractual Fee Limit/Waiver Agreement *
|
|
(i)
|
Legal Opinion*
|
|
(j)
|
(1)
|
Consent of Auditors*
|
|
|
(2)
|
Rule 485(b) opinion*
|
|
|
(3)
|
Powers of Attorney Filed as Ex-99 (j)(3) on 05/11/2012 (Accession No. 0001144204-12-028046)
|
(k)
|
N/A
|
|
|
|
|
|
|
(l)
|
(1)
|
Initial Capital Agreement-ISP & MBS – Filed as Ex-99.B13 on 04/12/1996 (Accession No. 0000898745-96-000012)
|
|
|
|
|
|
(2)
|
Initial Capital Agreement-IEP – Filed as Ex-99.L2 on 09/22/00 (Accession No. 0000898745-00-500024)
|
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|
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|
|
(3)
|
Initial Capital Agreement-ICP – Filed as Ex-99.L3 on 09/22/00 (Accession No. 0000898745-00-500024)
|
|
|
|
|
|
(4 - 38)
|
Initial Capital Agreement – Filed as Ex-99.L4-L38 on 12/05/00 (Accession No. 0000898745-00-000021)
|
|
|
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|
|
(39)
|
Initial Capital Agreement dated 12/30/02 – Filed as Ex-99.L.39 on 12/30/02 (Accession No. 0001126871-02-000036)
|
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|
|
|
|
(40 - 41)
|
Initial Capital Agreement dated 12/29/03 & 12/30/03 – Filed as Ex-99.L on 02/26/04 (Accession No. 0001127048-04-000033)
|
|
|
|
|
|
(42)
|
Initial Capital Agreement dated 06/01/04 – Filed as Ex-99.L on 07/27/04 (Accession No. 0000870786-04-000163)
|
|
|
|
|
|
(43)
|
Initial Capital Agreement dated 11/01/04 – Filed as Ex-99.L on 12/13/04 (Accession No. 0000870786-04-000242)
|
|
|
|
|
|
(44)
|
Initial Capital Agreement dated 12/29/04 – Filed as Ex-99.L on 02/28/05 (Accession No. 0000870786-05-000065)
|
|
|
|
|
|
(45)
|
Initial Capital Agreement dated 03/01/05 – Filed as Ex-99.L on 05/16/05 (Accession No. 0000870786-05-000194)
|
|
|
|
|
|
(46)
|
Initial Capital Agreement dated 06/28/05 – Filed as Ex-99.L on 11/22/05 (Accession No. 0000870786-05-000263)
|
|
|
|
|
|
(47)
|
Initial Capital Agreement dated 03/15/06 – Filed as Ex-99.L on 10/20/06 (Accession No. 0000898745-06-000160)
|
|
|
|
|
|
(48)
|
Initial Capital Agreement dated 01/10/07 – Filed as Ex-99.L (48) on 02/20/08 (Accession No. 0000950137-08-002501)
|
|
|
|
|
|
(49)
|
Initial Capital Agreement dated 10/01/07 – Filed as Ex-99.L on 03/28/2008 (Accession No. 0000898745-08-000017)
|
|
|
|
|
|
(50)
|
Initial Capital Agreement dated 02/29/08 – Filed as Ex-99.L on 03/28/2008 (Accession No. 0000898745-08-000017)
|
|
|
|
|
|
(51)
|
Initial Capital Agreement dated 05/01/08 – Filed as Ex-99.L on 07/17/08 (Accession No. 0000009713-08-000060)
|
|
|
|
|
|
(52)
|
Initial Capital Agreement dated 09/30/08 – Filed as Ex-99.L on 12/12/08 (Accession No. 0000898745-08-000166)
|
|
|
|
|
|
(53)
|
Initial Capital Agreement dated 12/15/08 – Filed as Ex-99.L on 12/31/08 (Accession No. 0000898745-08-000184)
|
|
|
|
|
|
(54)
|
Initial Capital Agreement dated 03/02/09 – Filed as Ex-99.L54 on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
|
(55)
|
Initial Capital Agreement dated 09/09/09 – Filed as Ex-99.L55 on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
|
(56)
|
Initial Capital Agreement dated 12/30/09 – Filed as Ex-99.L56 on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
|
(57)
|
Initial Capital Agreement dated 03/01/10 – Filed as Ex-99.L57 on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
|
(58)
|
Initial Capital Agreement dated 03/16/10 – Filed as Ex-99.L58 on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
(59)
|
Initial Capital Agreement dated 07/12/10 – Filed as Ex-99.L59 on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
|
(60)
|
Initial Capital Agreement dated 09/27/10 – Filed as Ex-99.L60 on 01/06/11 (Accession No. 0000898745-11-000010)
|
|
|
|
|
|
(61)
|
Initial Capital Agreement dated 12/29/10 – Filed as Ex-99.L61 on 02/23/11 (Accession No. 0000898745-11-000040)
|
|
|
|
|
|
(62)
|
Initial Capital Agreement dated 06/06/11 – Filed as Ex-(l)(62) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
|
(63)
|
Initial Capital Agreement dated 10/24/11
– Filed as Ex-99 (l)(63) on 12/30/2011 (Accession No. 0001144204-11-072069)
|
|
|
|
|
|
(64)
|
Initial Capital Agreement dated 03/01/2012 – Filed as Ex-99.(l)(64) on 06/13/2012 (Accession No. 0001144204-12-034634)
|
|
|
|
|
|
(65 - 66)
|
Initial Capital Agreements dated 06/14/
2012 – Filed as Ex-99 (l)(65-66) on 07/16/2012 (Accession No. 0001144204-12-039659)
|
|
|
|
|
|
(67)
|
Initial Capital Agreement dated _________________ ** (Global Opportunities Fund)
|
|
|
|
|
|
(68)
|
Initial Capital Agreement dated _________________ ** (Principal LifeTime 2060 Fund)
|
|
|
|
|
(m)
|
Rule 12b-1 Plan
|
|
|
|
|
|
(1)
|
Class A Distribution Plan and Agreement dated 06/13/2012 – Filed as Ex-99 (m)(1) on 07/16/2012 (Accession No. 0001144204-12-039659)
|
|
|
|
|
|
(2)
|
Class B Plan – Amended & Restated dated 12/14/10 – Filed as Ex-99.(m)(2)c on 07/11/11 (Accession No.: 0000898745-11-000480)
|
|
|
|
|
|
(3)
|
Class C Distribution Plan and Agreement dated 06/13/2012 – Filed as Ex-99 (m)(3) on 07/16/2012 (Accession No. 0001144204-12-039659)
|
|
|
|
|
|
(4)
|
Class J Plan – Amended & Restated dated 12/14/10 – Filed as Ex-99.(m)(4)e on 07/11/11 (Accession No.: 0000898745-11-000480)
|
|
|
|
|
|
(5)
|
Class R-1 Plan – Amended & Restated Distribution Plan and Agreement dated 03/01/12 Filed as Ex-99 (m)(5)a on 05/11/2012 (Accession No. 0001144204-12-028046)
|
|
|
|
|
|
(6)
|
Class R-2 Plan – Amended & Restated Distribution Plan and Agreement dated 03/01/12 Filed as Ex-99 (m)(6)a on 05/11/2012 (Accession No. 0001144204-12-028046)
|
|
|
|
|
|
(7)
|
Class R-3 Plan – Amended & Restated Distribution Plan and Agreement dated 03/01/12 Filed as Ex-99 (m)(7)a on 05/11/2012 (Accession No. 0001144204-12-028046)
|
|
|
|
|
|
(8)
|
Class R-4 Plan – Amended & Restated Distribution Plan and Agreement dated 03/01/12 Filed as Ex-99 (m)(8)a on 05/11/2012 (Accession No. 0001144204-12-028046)
|
|
|
|
|
(n)
|
(1)
|
Rule 18f-3 Plan dated 09/13/00 – Filed as Ex.-99.N on 09/22/00 (Accession No. 0000898745-00-500024)
|
|
|
|
|
|
(2)
|
Rule 18f-3 Plan dated 03/10/03 – Filed on Ex.-99.N on 09/11/03 (Accession No. 0000870786-03-000169)
|
|
|
|
|
|
(3)
|
Rule 18f-3 Plan dated 06/14/04 – Filed on Ex.-99.N on 09/27/04 (Accession No. 0000870786-04-000207)
|
|
|
|
|
|
(4)
|
Rule 18f-3 Plan dated 12/13/04 – Filed on Ex.-99.N on 02/28/05 (Accession No. 0000870786-05-000065)
|
|
|
|
|
|
(5)
|
Rule 18f-3 Plan dated 08/25/06 – Filed on Ex.-99.N on 03/27/07 (Accession No. 0000898745-07-000036)
|
|
|
|
|
|
(6)
|
Rule 18f-3 Plan dated 03/10/08 – Filed as Ex-99.N1 on 05/01/08 (Accession No. 0000950137-08-006512)
|
|
|
|
|
|
(7)
|
Rule 18f-3 Plan dated 04/01/09 – Filed as Ex-99.N2 on 07/29/10 (Accession No. 0000898745-10-000394)
|
|
|
|
|
|
(8)
|
Rule 18f-3 Plan dated 05/12/10 – Filed as Ex-99.N3 on 07/29/10 (Accession No. 0000898745-10-000394)
|
|
|
|
|
|
(9)
|
Rule 18f-3 Plan dated 06/14/10 – Filed as Ex-99.N4 on 07/29/10 (Accession No. 0000898745-10-000394)
|
|
|
|
|
(10)
|
Rule 18f-3 Plan dated 09/27/10 – Filed as Ex-99.N5 on 06/02/11 (Accession No. 0000898745-11-000359)
|
|
|
|
|
(11)
|
Rule 18f-3 Plan dated 06/14/12 – Filed as Ex.-99.N on 07/17/12 (Accession No. 0001144204-12-039659)
|
|
|
|
|
(
12
)
|
Rule 18f-3 Plan dated 09/13/12 -- Filed as Ex-99.(n)(12) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
|
(o)
|
Reserved
|
|
|
|
(p)
|
Codes of Ethics
|
|
|
|
|
(1)
|
Alliance Bernstein Code of Ethics dated 10/2011 – Filed as Ex-99 (p)(1) on 02/28/12 (Accession No. 0001144204-12-011673
|
|
|
|
|
(2)
|
American Century Investment Management Code of Ethics dated 2011 – Filed as Ex-99 (p)(2) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(3)
|
AQR Capital Management, LLC/CNH Partners, LLC Code of Ethics dated 09/13/12 Filed as Ex-99 (p)(3) on 12/13/12 (Accession No. 0001144204-12-067870)
|
|
|
|
|
(4)
|
The Bank of New York Mellon Code of Ethics dated 09/29/2011 – Filed as Ex-99 (p)(4) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(5)
|
Barrow Hanley Code of Ethics dated 12/31/2011 – Filed as Ex-99 (p)(5) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(6)
|
BlackRock Code of Ethics dated 11/10/2011 – Filed as Ex-99 (p)(6) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(7)
|
Brookfield Investment Management Inc./AMP Capital Brookfield (US) LLC Code of Ethics dated 08/2011 – Filed as Ex-99 (p)(7) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(8)
|
Brown Investment Advisory Incorporated Code of Ethics dated 08/11 – Filed as Ex-99 (p)(7) on 12/30/2011 (Accession No. 0001144204-11-072069)
|
|
|
|
|
(9)
|
Causeway Capital Management LLC Code of Ethics dated 08/10/10 – Filed as Ex-99.P7 on 01/06/11 (Accession No. 0000898745-11-000010)
|
|
|
|
|
(10)
|
Clearbridge Advisors Code of Ethics dated 06/08/10 – Filed as Ex-99.P(8) on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
(11)
|
Cliffwater LLC Code of Ethics dated 09/18/12 Filed as Ex-99 (p)(11) on 12/13/12 (Accession No. 0001144204-12-067870)
|
|
|
|
|
(12)
|
Columbus Circle Investors Code of Ethics dated 06/01/11 – Filed as Ex-99 (p)(12) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(13)
|
Credit Suisse Asset Management LLC Code of Ethics – Filed as Ex-99.P(10) on 10/29/10 (Accession No. 0000898745-10-000490)
|
|
|
|
|
(14)
|
DDJ Capital Management, LLC Code of Ethics dated 03/07/2012 --
Filed as Ex-99.(p)(14) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
|
|
(15)
|
Dimensional Fund Advisors Code of Ethics dated 07/01/2011 – Filed as Ex-99 (p)(14) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(16)
|
Edge Asset Management Code of Ethics dated 08/30/12 Filed as Ex-99 (p)(16) on 12/13/12 (Accession No. 0001144204-12-067870)
|
|
|
|
|
(17)
|
Emerald Advisers Inc. Code of Ethics dated 12/20/2011 – Filed as Ex-99 (p)(16) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(18)
|
Goldman Sachs Code of Ethics dated 11/17/10 – Filed as Ex-(p)(17) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
(19)
|
Guggenheim Partners Asset Management, LLC and Guggenheim Investment Management, LLC Code of Ethics dated 04/2012 -- Filed as Ex-99.(p)(19) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
|
|
|
|
|
(20)
|
Herndon Capital Management Code of Ethics dated 09/12
Filed as Ex-99 (p)(20) on 12/13/12 (Accession No. 0001144204-12-067870)
|
|
|
|
|
(21)
|
Jacobs Levy Code of Ethics dated 12/06/2011 – Filed as Ex-99 (p)(20) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(22)
|
Jennison Code of Ethics dated 01/03/2011 – Filed as Ex-99 (p)(21) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(23)
|
JP Morgan Code of Ethics dated 07/15/2011 – Filed as Ex-99 (p)(22) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(24)
|
Loomis, Sayles & Company L.P. Code of Ethics dated 12/09/2011 – Filed as Ex-99 (p)(23) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(25)
|
Filed as Ex-99 (p)(24) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(26)
|
Montag & Caldwell, Inc. Code of Ethics dated 07/02/12 -- Filed as Ex-99.(p)(26) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
|
|
(27)
|
Neuberger Berman Code of Ethics dated 09/11 – Filed as Ex-99 (p)(26) on 12/30/2011 (Accession No. 0001144204-11-072069)
|
|
|
|
|
(28)
|
Pacific Investment Management Company LLC Code of Ethics dated 05/09 – Filed as Ex-99.(p)(23) on 12/18/09 (Accession No. 0000898745-09-000546)
|
|
|
|
|
(29)
|
Post Advisory Group, LLC Code of Ethics dated 03/2012*
|
|
|
|
|
(30)
|
Principal Global Investors/Principal Real Estate Investors Code of Ethics dated 09/24/12 Filed as Ex-99 (p)(30) on 12/13/12 (Accession No. 0001144204-12-067870)
|
|
|
|
|
(31)
|
Principal Funds, Inc. Principal Variable Contracts Funds, Inc., Principal Management Corporation, Principal Financial Advisors, Inc., Princor Financial Services Corporation, Principal Funds Distributor, Inc. Code of Ethics dated 01/03/11 – Filed
as Ex-(p)(28) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
(32)
|
Pyramis Code of Ethics dated 2011 – Filed as Ex P27 on 06/02/2011 (Accession No. 0000898745-11-000359)
|
|
|
|
|
(33)
|
Sr. & Executive Officers Code of Ethics (Sarbanes) dated 02/09/10 – Filed
as Ex-(p)(30) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
(34)
|
Schroder plc subsidiaries Code of Ethics dated 05/01/2012 -- Filed as Ex-99.(p)(33) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
|
|
(35)
|
Spectrum Code of Ethics dated 2011 – Filed as Ex-99 (p)(33) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(36)
|
Stone Harbor Investment Partners LP Code of Ethics dated March 2011 Filed as Ex-99 (p)(34) on 05/11/2012 (Accession No. 0001144204-12-028046)
|
|
|
|
|
(37)
|
Symphony Asset Management LLC (wholly owned subsidiary of Nuveen Investments, Inc.) Code of Ethics dated 08/15/2011 – Filed as Ex-99 (p)(34) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(38)
|
T. Rowe Price Code of Ethics dated 05/31/12 --
Filed as Ex-99.(p)(37) on 10/12/2012 (Accession No. 0001144204-12-055877)
|
|
|
|
|
(39)
|
Thompson, Siegel & Walmsley LLC Code of Ethics dated 03/22/2012 – Filed as Ex-99.(p)(36) on 06/13/2012 (Accession No. 0001144204-12-034634)
|
|
|
|
|
(40)
|
Tortoise Capital Advisors LLC Code of Ethics dated 03/17/11 – Filed as Ex-(p)(36) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
(41)
|
Turner Investment Partners dated 02/11 – Filed as Ex-(p)(37) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
(42)
|
Vaughan-Nelson Code of Ethics dated 03/24/11 – Filed as Ex-(p)(38) on 10/12/2011 (Accession No. 0000898745-11-000711)
|
|
|
|
|
(43)
|
W. H. Reaves Code of Ethics dated 07/18/11 – Filed as Ex-99 (p)(40) on 02/28/12 (Accession No. 0001144204-12-011673)
|
|
|
|
|
(44)
|
Wellington Management Code of Ethics dated 04/01/10 – Filed as Ex-99.(p)(41) on 07/11/11 (Accession No. 0000898745-11-000480)
|
|
|
|
|
(45)
|
Westwood Management Corporation Code of Ethics dated 08/12 Filed as Ex-99 (p)(45) on 12/13/12 (Accession No. 0001144204-12-067870)
|
|
|
|
*
|
Filed herein.
|
**
|
To be filed by amendment.
|
Item 29. Persons Controlled by or Under Common Control with
Registrant
The Registrant does not control and is
not under common control with any person.
Item 30. 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 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 Registrant's Bylaws
and Section 2-418 of the Maryland General Corporation Law.
The Registrant has agreed to
indemnify, defend and hold the Distributors, their officers and directors, and any person who controls the Distributors 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 Distributors, their 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 Distributors 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 Distributors against any liability to the Registrant or to its security holders to which the Distributors would
otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of their duties, or by
reason of their reckless disregard of their obligations under this Agreement. The Registrant's agreement to indemnify the Distributors,
their 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 Distributors, their 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 31. Business or Other Connections of Investment Adviser
Principal Management Corporation ("PMC")
serves as investment adviser and administrator for Principal Variable Contracts Funds, Inc. ("PVC") and Principal Funds,
Inc.("PFI"). PVC and PFI are funds sponsored by Principal Life Insurance Company.
A complete list of the officers and directors
of the investment adviser, Principal Management Corporation, are set out below along with other employment with which that person
has been engaged. This list includes some of the same people (designated by an *), who serve as officers and directors of the Registrant.
For these people, the information as set out in the Statement of Additional Information (See Part B) under the caption "Management
Incorporation" is incorporated by reference.
|
|
NATURE OF RELATIONSHIP
|
NAME & OFFICE
|
|
(INVESTMENT ADVISER
|
WITH
|
OTHER COMPANY & PRINCIPAL
|
OFFICER’S OFFICE WITH
|
INVESTMENT ADVISER
|
BUSINESS ADDRESS
|
OTHER COMPANY)
|
|
|
|
Patricia A. Barry
|
Principal Life
|
Counsel/Assistant Corporate Secretary
|
Assistant Corporate
|
Insurance Company (1)
|
|
Secretary
|
|
|
|
|
|
*Teresa M. Button
|
Principal Life
|
See Part B
|
Vice President and Treasurer
|
Insurance Company (1)
|
|
|
|
|
*Michael J. Beer
|
Principal Life
|
See Part B
|
Executive Vice President/
|
Insurance Company (1)
|
|
Chief Operating Officer, and Director
|
|
|
|
|
|
Tracy W. Bollin
|
Principal Funds
|
Chief Financial Officer -
|
Chief Financial Officer
|
Distributor, Inc. (2)
|
Principal Funds
|
and Princor Financial
|
|
|
Services Corporation (1)
|
|
|
|
|
|
*David J. Brown
|
Principal Life
|
See Part B
|
Senior Vice President
|
Insurance Company (1)
|
|
|
|
|
*Jill R. Brown
|
Principal Funds
|
See Part B
|
Senior Vice President,
|
Distributor, Inc. (2)
|
|
Director
|
|
|
|
|
|
Gregory B. Elming
|
Principal Life
|
Senior Vice President and
|
Director
|
Insurance Company (1)
|
Chief Risk Officer
|
|
|
|
*Nora M. Everett
|
Principal Life
|
See Part B
|
President and
|
Insurance Company (1)
|
|
Chairman of the Board
|
|
|
|
|
NATURE OF RELATIONSHIP
|
NAME & OFFICE
|
|
(INVESTMENT ADVISER
|
WITH
|
OTHER COMPANY & PRINCIPAL
|
OFFICER’S OFFICE WITH
|
INVESTMENT ADVISER
|
BUSINESS ADDRESS
|
OTHER COMPANY)
|
|
|
|
James W. Fennessey
|
Principal Life
|
Head of Investment Manager
|
Vice President
|
Insurance Company (1)
|
Research
|
|
|
|
Michael P. Finnegan
|
Principal Life
|
Vice President &
|
Senior Vice President -
|
Insurance Company (1)
|
Chief Investment Officer – PMC
|
Investment Services
|
|
|
|
|
|
*Ernest H. Gillum
|
Principal Life
|
See Part B
|
Vice President and Chief
|
Insurance Company (1)
|
|
Compliance Officer
|
|
|
|
|
|
Eric W. Hays
|
Principal Life
|
Assistant Vice President - IT
|
Senior Vice President and
|
Insurance Company (1)
|
|
Chief Information Officer
|
|
|
|
|
|
Joyce N. Hoffman
|
Principal Life
|
Senior Vice President and
|
Senior Vice President and
|
Insurance Company (1)
|
Corporate Secretary
|
Corporate Secretary
|
|
|
|
|
|
*Patrick A. Kirchner
|
Principal Life
|
See Part B
|
Assistant General Counsel
|
Insurance Company (1)
|
|
|
|
|
*Jennifer A. Mills
|
Principal Life
|
See Part B
|
Counsel
|
Insurance Company (1)
|
|
|
|
|
Mariateresa Monaco
|
Principal Life
|
Portfolio Manager
|
Vice President/Portfolio Management
|
Insurance Company (1)
|
|
|
|
|
Diane K. Nelson
|
Principal Life
|
Compliance Advisor
|
Compliance Officer
|
Insurance Company (1)
|
|
|
|
|
*Layne A. Rasmussen
|
Principal Life
|
See Part B
|
Vice President and
|
Insurance Company (1)
|
|
Controller - Principal Funds
|
|
|
|
|
|
David L. Reichart
|
Princor
|
Senior Vice President
|
Senior Vice President
|
Financial Services
|
|
|
Corporation (1)
|
|
|
|
|
Teri Root
|
Principal Life
|
Senior Compliance Advisor
|
Compliance Officer
|
Insurance Company (1)
|
|
|
|
|
*Michael D. Roughton
|
Principal Life
|
See Part B
|
Senior Vice President and
|
Insurance Company (1)
|
|
Counsel
|
|
|
|
|
|
*Adam U. Shaikh
|
Principal Life
|
See Part B
|
Counsel
|
Insurance Company (1)
|
|
|
|
|
Mark A. Stark
|
Principal Financial
|
Vice President
|
Vice President
|
Advisors, Inc. (1)
|
|
|
|
|
Jeffrey R. Tyler
|
Principal Life
|
Portfolio Manager –
|
Vice President/Portfolio Management
|
Insurance Company (1)
|
Asset Allocation
|
|
|
|
Randy L. Welch
|
Principal Financial
|
Vice President
|
Senior Vice President
|
Advisors, Inc. (1)
|
|
|
|
|
*Dan L. Westholm
|
Principal Financial
|
See Part B
|
Director - Treasury
|
Advisors, Inc. (1)
|
|
|
|
NATURE OF RELATIONSHIP
|
NAME & OFFICE
|
|
(INVESTMENT ADVISER
|
WITH
|
OTHER COMPANY & PRINCIPAL
|
OFFICER’S OFFICE WITH
|
INVESTMENT ADVISER
|
BUSINESS ADDRESS
|
OTHER COMPANY)
|
|
|
|
*Beth C. Wilson
|
Principal Life
|
See Part B
|
Vice President
|
Insurance Company (1)
|
|
|
(1)
|
711 High Street
|
|
|
Des Moines, IA 50392
|
|
|
|
|
(2)
|
1100 Investment Boulevard, Ste 200
|
|
|
El Dorado Hills, CA 95762
|
(a)
|
Principal Funds Distributor, Inc. ("PFD") acts as principal underwriter for Principal Funds, Inc. and Principal Variable Contracts Funds, Inc. PFD also serves as the principal underwriter for certain variable contracts issued by Farmers New World Life Insurance Company through Farmers Variable Life Separate Account A. PFD also serves as the principal underwriter for certain variable contracts issued by American General Life Insurance Company and The United States Life Insurance Company in the City of New York, through their respective separate accounts.
|
(b)
(1)
|
(2)
|
(3)
|
|
Positions and offices
|
|
Name and principal
|
with principal
|
Positions and Offices
|
business address
|
underwriter (PFD)
|
with the Fund
|
|
|
|
Phillip J. Barbaria
|
Chief Compliance Officer
|
None
|
Principal Funds Distributor, Inc.(2)
|
|
|
|
|
|
Patricia A. Barry
|
Assistant Corporate
|
None
|
The Principal Financial Group(1)
|
Secretary
|
|
|
|
|
Michael J. Beer
|
Executive Vice President
|
Executive Vice President
|
The Principal Financial Group(1)
|
|
and Director
|
|
|
|
Tracy W. Bollin
|
Chief Financial Officer
|
None
|
The Principal Financial Group(1)
|
|
|
|
|
|
David J. Brown
|
Senior Vice President
|
Chief Compliance Officer
|
The Principal Financial Group(1)
|
|
|
|
|
|
Jill R. Brown
|
President and Director
|
Senior Vice President
|
The Principal Financial Group(2)
|
|
|
|
|
|
Teresa M. Button
|
Vice President and Treasurer
|
Treasurer
|
The Principal Financial Group(1)
|
|
|
|
|
|
Gregory B. Elming
|
Director
|
None
|
The Principal Financial Group(1)
|
|
|
|
|
|
Nora M. Everett
|
Chairman of the Board
|
Chair, President and
|
The Principal Financial Group (1)
|
|
Chief Executive Officer
|
|
|
|
Cary Fuchs
|
Senior Vice President
|
Senior Vice President of Distribution
|
Principal Funds Distributor, Inc.(2)
|
|
|
|
|
|
Stephen G. Gallaher
|
Assistant General Counsel
|
None
|
The Principal Financial Group(1)
|
|
|
|
|
|
Eric W. Hays
|
Senior Vice President and
|
None
|
The Principal Financial Group(1)
|
Chief Information Officer
|
|
|
|
|
Todd Henrichsen
|
AML Officer
|
None
|
Principal Funds Distributor, Inc.(2)
|
|
|
|
|
|
Timothy A. Hill
|
Vice President – Distribution/
|
None
|
Principal Funds Distributor, Inc.(2)
|
National Sales Manager
|
|
|
Positions and offices
|
|
Name and principal
|
with principal
|
Positions and Offices
|
business address
|
underwriter (PFD)
|
with the Fund
|
|
|
|
Joyce N. Hoffman
|
Senior Vice President and
|
None
|
The Principal Financial Group(1)
|
Corporate Secretary
|
|
|
|
|
Jennifer A. Mills
|
Counsel
|
Assistant Counsel
|
The Principal Financial Group(1)
|
|
|
|
|
|
Timothy J. Minard
|
Director
|
None
|
The Principal Financial Group(1)
|
|
|
|
|
|
Kevin J. Morris
|
Senior Vice President and
|
None
|
Principal Funds Distributor, Inc.(2)
|
Chief Marketing Officer
|
|
|
|
|
David L. Reichart
|
Senior Vice President
|
None
|
The Principal Financial Group(1)
|
|
|
|
|
|
Michael D. Roughton
|
Senior Vice President/Counsel
|
Counsel
|
The Principal Financial Group(1)
|
|
|
|
|
|
Adam U. Shaikh
|
Counsel
|
Assistant Counsel
|
The Principal Financial Group(1)
|
|
|
|
|
|
Mark A. Stark
|
Vice President
|
None
|
The Principal Financial Group(1)
|
|
|
|
|
|
Dan L. Westholm
|
Director - Treasury
|
Assistant Treasurer
|
The Principal Financial Group(1)
|
|
|
|
(1)
|
711 High Street
|
|
|
Des Moines, IA 50392
|
|
|
|
|
(2)
|
1100 Investment Boulevard, Ste 200
|
|
|
El Dorado Hills, CA 95762
|
(c) N/A.
Item 33. Location of Accounts and Records
All accounts, books or other documents
of the Registrant are located at the offices of the Registrant and its Investment Adviser in the Principal Life Insurance Company
home office building, The Principal Financial Group, Des Moines, Iowa 50392.
Item 34. Management Services
N/A.
Item 35. Undertakings
N/A.
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 27th day of December, 2012.
|
Principal Funds, Inc.
(Registrant)
/s/ N. M. Everett
_____________________________________
N. M. Everett
Chair, 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/ N. M. Everett
__________________________
N. M. Everett
|
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
|
December 27, 2012
|
|
/s/ L. A. Rasmussen
__________________________
L. A. Rasmussen
|
|
|
Vice President, Controller and
Chief Financial Office
(Principal Financial Officer and Controller)
|
December 27, 2012
|
|
/s/ M. J. Beer
__________________________
M. J. Beer
|
Executive Vice President and Director
|
December 27, 2012
|
|
(E. Ballantine)*
__________________________
E. Ballantine
|
Director
|
December 27, 2012
|
|
(L. T. Barnes)*
__________________________
L. T. Barnes
|
Director
|
December 27, 2012
|
|
(K. Blake)*
__________________________
K. Blake
|
Director
|
December 27, 2012
|
|
(C. Damos)*
__________________________
C. Damos
|
Director
|
December 27, 2012
|
|
(M. A. Grimmett)*
__________________________
M. A. Grimmett
|
Director
|
December 27, 2012
|
|
(F. S. Hirsch)*
__________________________
F. S. Hirsch
|
Director
|
December 27, 2012
|
|
(T. Huang)*
__________________________
T. Huang
|
Director
|
December 27, 2012
|
|
(W. C. Kimball)*
__________________________
W. C. Kimball
|
Director
|
December 27, 2012
|
|
Signature
|
Title
|
Date
|
(D. Pavelich)*
__________________________
D. Pavelich
|
Director
|
December 27, 2012
|
|
/s/ M. J. Beer
|
|
_______________________________
|
|
M. J. Beer
|
|
Executive Vice President and Director
|
|
*
|
Pursuant to Power of Attorney
|
|
|
Previously Filed
|
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