THE SECURITIES ACT OF 1933
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Post-Effective Amendment No. 2
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THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 4
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(Check Appropriate Box or Boxes)
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Name and Address of Agent for Service:
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with a copy to:
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Adam U. Shaikh
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Veena K. Jain
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The Principal Financial Group
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Drinker Biddle & Reath LLP
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Des Moines, IA 50392
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191 N. Wacker Drive, Suite 3700
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Chicago, IL 60606-1698
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Fund
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Ticker Symbol
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Principal U.S. Listing Exchange
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Principal EDGE Active Income ETF
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YLD
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NYSE Arca
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FUND SUMMARY – Principal EDGE Active Income ETF
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ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS
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PORTFOLIO HOLDINGS INFORMATION
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MANAGEMENT OF THE FUND
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DISTRIBUTOR AND OTHER FUND SERVICE PROVIDERS
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PRICING OF FUND SHARES
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PURCHASE AND SALE OF FUND SHARES
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DIVIDENDS AND DISTRIBUTIONS
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FREQUENT PURCHASES AND REDEMPTIONS
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TAX CONSIDERATIONS
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DISTRIBUTION PLANS AND INTERMEDIARY COMPENSATION
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FUND ACCOUNT INFORMATION
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APPENDIX A - DESCRIPTION OF BOND RATINGS
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ADDITIONAL INFORMATION
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Management Fees
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0.75
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%
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Other Expenses
(1)
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0.19
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%
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Total Annual Fund Operating Expenses
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0.94
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%
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Fee Waiver and/or Expense Reimbursement
(2)
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(0.09
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)%
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Total Annual Fund Operating Expenses After Expense Reimbursement
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0.85
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%
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(1)
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Based on estimated amounts for the current fiscal year.
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(2)
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Principal Management Corporation ("Principal"), the investment advisor, has contractually agreed to limit the Fund’s expenses by paying, if necessary, expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain a total level of operating expenses (expressed as a percent of average net assets on an annualized basis) not to exceed 0.85%. It is expected that the expense limits will continue through the period ending October 31, 2016; however, Principal Exchange-Traded Funds and Principal, the parties to the agreement, may mutually agree to terminate the expense limits prior to the end of the period.
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1 year
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3 years
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Principal EDGE Active Income ETF
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$87
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$287
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Small and Medium Market Capitalization Companies
. Investments in smaller companies and mid-size companies may involve greater risk and price volatility than investments in larger, more mature companies.
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Charles D. Averill (since 2015), Portfolio Manager
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Jill R. Cuniff (since 2015), President and Portfolio Manager
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Todd A. Jablonski (since 2015), Portfolio Manager
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Paul Kim (since 2015), Portfolio Manager
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Barbara A. McKenzie (since 2015), Portfolio Manager
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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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the risk that the underlying security, currency, interest rate, market index, or other financial asset will not move in the direction Principal Management Corporation (“Principal”) and/or Sub-Advisors 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 the 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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companies with their principal place of business or principal office in emerging market countries or
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companies whose principal securities trading market is an emerging market country.
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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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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, the Fund would likely reinvest the proceeds from these securities at lower interest rates, resulting in a decline in the Fund's income. Floating rate securities generally are less sensitive to interest rate
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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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companies whose principal securities trading market is outside the U.S.
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Mortgage-backed securities (“MBS”) represent an interest in a pool of underlying mortgage loans secured by real property. Mortgage-backed securities are sensitive to changes in interest rates, but may respond to these changes differently from other fixed income securities due to the possibility of prepayment of the underlying mortgage loans. If interest rates fall and the underlying loans 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, rising interest rates tend to discourage refinancings and the underlying loans may be prepaid more slowly than expected, reducing a fund’s potential to reinvest the principal in higher yielding securities and extending the duration of the underlying loans. In addition, when market conditions result in an increase in default rates on the underlying loans and the foreclosure values of the underlying real estate is less than the outstanding amount due on the underlying loan, collection of the full amount of accrued interest and principal on these investments may be doubtful. The risk of such defaults is generally higher in the case of underlying mortgage pools that include sub-prime mortgages (mortgages granted to borrowers whose credit histories would not support conventional mortgages).
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Commercial mortgage-backed securities (“CMBS”) represent an interest in a pool of underlying commercial mortgage loans secured by real property such as retail, office, hotel, multi-family, and industrial properties. Certain CMBS are issued in several classes with different levels of yield and credit protection, and the CMBS class in which a fund invests usually influences the interest rate, credit, and prepayment risks.
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Asset-backed securities (“ABS”) are backed by non-mortgage assets such as company receivables, truck and auto loans, student loans, leases and credit card receivables. Asset-backed securities entail credit risk. They also may present a risk that, in the event of default, the liquidation value of the underlying assets may be inadequate to pay any unpaid interest or principal.
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Sub-Advisor:
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Edge Asset Management, Inc. (“Edge”),
601 Union Street, Suite 2200, Seattle, WA 98101-1377, has been in the business of investment management since 1944.
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Sub-Advisor:
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Principal Global Investors, LLC (“PGI”),
801 Grand Avenue, Des Moines, IA 50392, manages equity and fixed-income investments, primarily for institutional investors. PGI's 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.
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Fund
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First $500
Million
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Next $500
Million
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Next $500
Million
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Over $1.5
Billion
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Principal EDGE Active Income ETF
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0.75%
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0.73%
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0.71%
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0.70%
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hire one or more Sub-Advisors;
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change Sub-Advisors; and
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reallocate management fees between itself and Sub-Advisors.
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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.
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A Fund's securities may be traded on foreign securities markets that generally complete trading at various times during the day before 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.
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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.
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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.
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Note:
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No salesperson, broker-dealer, or other person is authorized to give information or make representations about the 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 the Trust, the Fund, Principal, any Sub-Advisor, or the Distributor.
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the Fund makes distributions,
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You sell your Shares listed on NYSE Arca, and
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You purchase or redeem Creation Units.
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Aaa:
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Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
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Aa:
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Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
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A:
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Obligations rated A are considered upper-medium grade and are subject to low credit risk.
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Baa:
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Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
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Ba:
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Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
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B:
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Obligations rated B are considered speculative and are subject to high credit risk.
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Caa:
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Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
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Ca:
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Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
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C:
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Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
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Likelihood of default - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
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Nature of and provisions of the obligation;
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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.
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AAA:
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Obligations rated ‘AAA’ have the highest rating assigned by Standard & Poor's. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
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AA:
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Obligations rated ‘AA’ differ from the highest-rated issues only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
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A:
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Obligations rated ‘A’ have a strong capacity to meet financial commitment on the obligation although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.
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BBB:
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Obligations rated ‘BBB’ exhibit adequate protection parameters; however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet financial commitment on the obligation.
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BB, B, CCC,
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Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded, on balance, as having significant
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CC, and C:
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speculative characteristics. ‘BB’ indicates the lowest degree of speculation and ‘C’ the highest degree of speculation. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions.
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BB:
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Obligations rated ‘BB’ are less vulnerable to nonpayment than other speculative issues. However it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
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B:
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Obligations rated ‘B’ are more vulnerable to nonpayment than ‘BB’ but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair this capacity.
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CCC:
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Obligations rated ‘CCC’ are currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. If adverse business, financial, or economic conditions occur, the obligor is not likely to have the capacity to meeting its financial commitment on the obligation.
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CC:
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Obligations rated ‘CC’ are currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but Standard & Poor’s expects default to be a virtual certainty, regardless of anticipated time to default.
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C:
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The rating ‘C’ is highly vulnerable to nonpayment, the obligation is expected to have lower relative seniority or lower ultimate recovery compared to higher rated obligations.
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D:
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Obligations rated ‘D’ are in default, or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. This rating will also be used upon filing for bankruptcy petition or the taking or similar action and where default is a virtual certainty. If an obligation is subject to a distressed exchange offer the rating is lowered to ‘D’.
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NR:
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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.
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A-1:
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This is the highest category. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
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A-2:
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Issues carrying this designation are somewhat more susceptible to the adverse effects of the changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
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A-3:
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Issues carrying this designation exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet it financial commitment on the obligation.
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B:
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Issues rated ‘B’ are regarded as vulnerable and have significant speculative characteristics. The obligor has capacity to meet financial commitments; however, it faces major ongoing uncertainties which could lead to obligor’s inadequate capacity to meet its financial obligations.
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C:
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This rating is assigned to short-term debt obligations that are currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet its financial commitment on the obligation.
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D:
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This rating indicates that the issue is either in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. This rating will also be used upon filing for bankruptcy petition or the taking or similar action and where default is a virtual certainty. If an obligation is subject to a distressed exchange offer the rating is lowered to ‘D’.
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SP-1:
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A strong capacity to pay principal and interest. Issues that possess a very strong capacity to pay debt service is given a "+" designation.
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SP-2:
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A satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the terms of the notes.
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SP-3:
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A speculative capacity to pay principal and interest.
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AAA:
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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.
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AA:
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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.
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A:
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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.
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BBB:
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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.
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BB:
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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.
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B:
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Highly speculative. ‘B’ ratings indicate that material credit risk is present.
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CCC:
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Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.
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CC:
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Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.
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C:
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Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.
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D:
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Default. ‘D’ ratings indicate an issuer has entered into bankruptcy filings, administration, receivership, liquidation or which has otherwise ceased business.
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F1:
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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.
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F2:
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Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
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F3:
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Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
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B:
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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.
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C:
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High short-term default risk. Default is a real possibility.
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RD:
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Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
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D:
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Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation.
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RR1:
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Outstanding recovery prospects given default. ‘RR1’ rated securities have characteristics consistent with securities historically recovering 91%-100% of current principal and related interest.
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RR2:
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Superior recovery prospects given default. ‘RR2’ rated securities have characteristics consistent with securities historically recovering 71%-90% of current principal and related interest.
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RR3:
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Good recovery prospects given default. ‘RR3’ rated securities have characteristics consistent with securities historically recovering 51%-70% of current principal and related interest.
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RR4:
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Average recovery prospects given default. ‘RR4’ rated securities have characteristics consistent with securities historically recovering 31%-50% of current principal and related interest.
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RR5:
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Below average recovery prospects given default. ‘RR5’ rated securities have characteristics consistent with securities historically recovering 11%-30% of current principal and related interest.
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RR6:
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Poor recovery prospects given default. ‘RR6’ rated securities have characteristics consistent with securities historically recovering 0%-10% of current principal and related interest.
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Fund
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Ticker Symbol
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Principal U.S. Listing Exchange
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Principal EDGE Active Income ETF
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YLD
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NYSE Arca
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TABLE OF CONTENTS
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GENERAL DESCRIPTON OF TRUST AND FUND
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EXCHANGE LISTING & TRADING
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DESCRIPTION OF THE FUND’S INVESTMENTS AND RISKS
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LEADERSHIP STRUCTURE AND BOARD OF TRUSTEES
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INVESTMENT ADVISORY AND OTHER SERVICES
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INTERMEDIARY COMPENSATION
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PURCHASE AND REDEMPTION OF CREATION UNITS
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CALCULATION OF NAV
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TAX CONSIDERATIONS
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PORTFOLIO HOLDINGS DISCLOSURE
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PROXY VOTING POLICIES AND PROCEDURES
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FINANCIAL STATEMENTS
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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PORTFOLIO MANAGER DISCLOSURE
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APPENDIX A
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APPENDIX B – DESCRIPTION OF BOND RATINGS
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APPENDIX C – FOREIGN MARKET HOLIDAYS
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APPENDIX D – PROXY VOTING POLICIES
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1)
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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.
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2)
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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.
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3)
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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 the Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund’s ownership of securities.
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4)
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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.
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5)
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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.
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6)
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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.
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7)
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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.
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8)
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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.
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1)
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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.
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2)
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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.
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3)
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Invest in companies for the purpose of exercising control or management.
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4)
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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.
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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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•
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lack of publicly available information, including reports of payments of dividends or interest on outstanding securities;
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•
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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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•
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relatively new capital market structure or market-oriented economy;
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•
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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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•
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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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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.
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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.
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Options on Securities and Securities Indices. The 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 Fund 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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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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Purchasing Call and Put Options. When the 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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Options on Securities Indices. The 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 Fund engages in transactions in put and call options on securities indices for the same purposes as they engage in transactions in options on securities. When the 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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•
|
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. A fund generally purchases or writes 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 the 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. The 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.
|
•
|
Futures Contracts and Options on Futures Contracts. The Fund may purchase and sell futures contracts of many types, including for example, futures contracts covering indexes, financial instruments, and foreign currencies. The 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.
The Commodity Futures Trading Commission regulates futures contracts, options on futures contracts, and the commodity exchanges on which they are traded.
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. The 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. The Fund may enter into futures contracts and related options transactions both for hedging and non-hedging purposes.
|
•
|
Futures Contracts. The 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 fund usually liquidates
|
•
|
Options on Futures Contracts. The Fund 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.
|
•
|
Risks Associated with Futures Transactions.
There are many 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. The 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 the 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.
|
•
|
Limitations on the Use of Futures, Options on Futures Contracts, and Swaps. A 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 amended
rule 4.5 “Exclusion for certain otherwise regulated persons from the definition of the term “commodity pool operator.” Rule 4.5 provides that an investment company 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 Fund intends 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 the 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.
|
•
|
The 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. The Fund may engage in speculative futures trading. When using futures contracts and options on futures contracts for hedging or risk management purposes, the 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
|
•
|
Options on Foreign Currencies. In addition, the 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. The 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, the Fund may buy put options on the foreign currency. If the value of the currency declines, the 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, the 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.
|
•
|
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.
|
•
|
Forward Foreign Currency Exchange Contracts. The Fund may, but is 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.
|
•
|
the frequency of trades and quotations,
|
•
|
the number of dealers and prospective purchasers in the marketplace,
|
•
|
dealer undertakings to make a market,
|
•
|
the nature of the security (including any demand or tender features), and
|
•
|
the nature of the marketplace for trades (including the ability to assign or offset a portfolio's rights and obligations relating to the investment).
|
•
|
U.S. Government Securities - Securities issued or guaranteed by the U.S. government, including treasury bills, notes, and bonds.
|
•
|
U.S. Government Agency Securities - Obligations issued or guaranteed by agencies or instrumentalities of the U.S. government.
|
•
|
U.S. agency obligations include, but are not limited to, the Bank for Cooperatives, Federal Home Loan Banks, and Federal Intermediate Credit Banks.
|
•
|
U.S. instrumentality obligations include, but are not limited to, the Export-Import Bank, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association.
|
•
|
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.
|
•
|
Commercial Paper - Short-term promissory notes issued by U.S. or foreign corporations.
|
•
|
Short-term Corporate Debt - Corporate notes, bonds, and debentures that at the time of purchase have 397 days or less remaining to maturity.
|
•
|
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.
|
•
|
Taxable Municipal Obligations - Short-term obligations issued or guaranteed by state and municipal issuers which generate taxable income.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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. The Opportunistic Municipal Fund will only purchase construction loan notes that are subject to GNMA or bank purchase commitments.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Stand-By Commitments. The Fund may acquire stand-by commitments with respect to municipal obligations held in its portfolios. Under a stand-by commitment, a broker-dealer, dealer, or bank would agree to purchase, at the Fund’s 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.
|
•
|
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.
|
•
|
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 its obligation for the payment of interest and principal when due.
|
•
|
Traditional Preferred Securities. Traditional preferred securities may be issued by an entity taxable as a corporation and pay fixed or floating rate dividends. However, these claims are subordinated to more senior creditors, including senior debt holders. “Preference” means that a company must pay dividends on its preferred securities before paying any dividends on its common stock, and the claims of preferred securities holders are 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. Preferred securities share many investment characteristics with both common stock and bonds.
|
•
|
Hybrid or Trust Preferred Securities. Hybrid-preferred securities are debt instruments that have characteristics similar to those of traditional preferred securities (characteristics of both subordinated debt and preferred stock). Hybrid preferred securities may be issued by corporations, generally in the form of interest-bearing instruments with preferred securities characteristics, or by an affiliated trust or partnership of the corporation, generally in the form of preferred interests in subordinated business trusts or similarly structured securities. The hybrid-preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. Hybrid preferred holders generally have claims to assets in a corporate liquidation that are senior to those of traditional preferred securities but subordinate to those of senior debt holders. Certain subordinated debt and senior debt issues that have preferred characteristics are also considered to be part of the broader preferred securities market.
|
•
|
Preferred Securities - Generally. Preferred securities include: traditional preferred securities, hybrid-preferred securities, $25 par hybrid preferred securities, U.S. dividend received deduction (“DRD”) preferred stock, fixed rate and floating rate adjustable preferred securities, step-up preferred securities, public and 144A $1000 par capital securities including U.S. agency subordinated debt issues, tier 2 fixed and floating rate capital securities, alternative tier 1 securities, contingent capital notes ("CoCos"), contingent convertible instruments, trust originated preferred securities, monthly income preferred securities, quarterly income bond securities, quarterly income debt securities, quarterly income preferred securities, corporate trust securities, public income notes, and other trust preferred securities.
|
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**
(unless noted otherwise)
|
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
|
Other
Directorships
Held by
Trustee
During Past
5 Years
|
Michael J. Beer
Des Moines, IA 50392
1961
|
Trustee
Chief Executive Officer
President
Executive Vice President
Member Executive Committee
|
Since 2013 Since 2015 Since 2015
2013-2015
|
Executive Vice President, PFD
Director, PFD (since 2015)
VP/Mutual Funds & Broker Dealer, PLIC (2001-2014)
VP/Chief Operating Officer Principal Funds, PLIC (2014-2015)
Executive Director/Principal Funds & Trust, PLIC (since 2015)
President & Chief Executive Officer, PMC (since 2015)
EVP/Chief Operating Officer, PMC (2008-2015)
Chair, PMC (since 2015)
Director, PMC (2006-2015)
Director, Princor (2007-2015)
President, Princor (2005-2015)
Chairman, PSS (since 2015)
Director, PSS (2011-2015)
President, PSS (2007-2015)
Executive Vice President, PSS (since 2015)
|
121
|
None
|
|
|
|
|
|
|
Nora M. Everett
Des Moines, IA 50392
1959
|
Chair
Trustee
Member Executive
Committee
|
Since 2013
Since 2013
|
Director, Edge (2008-2011)
Director, Finisterre (since 2011)
Director, Origin (since 2011)
Chairman, PFA (2010-2015)
Chairman, PFD (2011-2015)
President/RIS, PLIC (since 2015)
Senior Vice President/RIS, PLIC (2008-2015)
Chairman, PMC (2011-2015)
President, PMC (2008-2015)
Director, Princor (since 2015)
Chief Executive Officer, Princor (2009-2015)
Chairman, Princor (2011-2015)
Chairman, PSS (2011-2015)
|
121
|
None
|
Name, Address
and Year of Birth
|
Position(s) Held
with Trust and
Length of Time Served
|
Positions with the Manager and its Affiliates;
Principal Occupations During Past 5 Years**
(unless noted otherwise)
|
Nora M. Everett
Des Moines, IA 50392
1959
|
Chair (since 2013)
Trustee (since 2013)
Member Executive Committee
|
Director, Edge (2008-2011)
Director, Finisterre (since 2011)
Director, Origin (since 2011)
Chairman, PFA (2010-2015)
Chairman, PFD (2011-2015)
President/RIS, PLIC (since 2015)
Senior Vice President/RIS, PLIC (2008-2015)
Chairman, PMC (2011-2015)
President, PMC (2008-2015)
Director, Princor (since 2015)
Chief Executive Officer, Princor (2009-2015)
Chairman, Princor (2011-2015)
Chairman, PSS (2011-2015)
|
Carolyn F. Kolks
Des Moines, IA 50392
1962
|
Assistant Tax Counsel
(since 2013)
|
Counsel, PGI
Counsel, PLIC
|
Layne A. Rasmussen
Des Moines, Iowa 50392
1958
|
Vice President (since 2013)
Controller (since 2013)
|
Vice President/Controller, PMC
|
Greg Reymann
Des Moines, IA 50392
1958
|
Assistant Counsel (since 2014)
|
Assistant General Counsel, PLIC (since 2014)
Assistant General Counsel, PMC (since 2015)
VP, Chief Compliance Officer and Chief Risk Officer, TAM (2010-2012)
Assistant General Counsel, TAMG (2013-2014)
Vice President/CFTC Principal, TAM (2013-2014)
|
Britney Schnathorst
Des Moines, IA 50392
1981
|
Assistant Counsel
(since 2014)
|
Counsel, PLIC (since 2013)
Prior thereto, Attorney in Private Practice
|
Adam U. Shaikh
Des Moines, IA 50392
1972
|
Assistant Counsel
(since 2013)
|
Counsel, PFD (2006-2013)
Counsel, PLIC
Counsel, PMC (2007-2013, 2014-present)
Counsel, Princor (2007-2013)
Counsel, PSS (2007-2013)
|
Dan L. Westholm
Des Moines, IA 50392
1966
|
Assistant Treasurer
(since 2013)
|
Assistant Vice President/Treasury, PFA (since 2013)
Director-Treasury, PFA (2011-2013)
Assistant Vice President/Treasury, PFD (since 2013)
Director-Treasury, PFD (2011-2013)
Assistant Vice President/Treasury, PLIC
Director-Treasury, PMC (2003-2013)
Assistant Vice President/Treasury, PMC (since 2013)
Assistant Vice President/Treasury, Princor (since 2013)
Director-Treasury, Princor (2008-2009, 2011-2013)
Director-Treasury, PSS (2007-2013)
Assistant Vice President/Treasury, PSS (since 2013)
|
Beth C. Wilson
Des Moines, IA 50392
1956
|
Vice President and Secretary (since 2013)
|
Vice President, PMC (2007-2013)
|
Clint Woods
Des Moines, IA 50392
1961
|
Counsel (since 2014)
|
Associate General Counsel, AEGON (2003-2012)
Vice President, Associate General Counsel and Governance Officer, PLIC (since 2015)
Asst General Counsel, Asst Corp Secretary, Governance Officer, PLIC (2013-2015)
|
|
Beer
|
Everett
|
Principal EDGE Active Income ETF
|
A
|
A
|
|
|
|
Total Fund Complex
|
E
|
E
|
Trustee
|
The Fund
|
Fund Complex
|
Elizabeth Ballantine
|
$0
|
$225,225
|
Leroy Barnes
|
$0
|
$235,500
|
Craig Damos
|
$0
|
$251,700
|
Mark A. Grimmett
|
$0
|
$275,300
|
Fritz Hirsch
|
$0
|
$260,925
|
Tao Huang
|
$0
|
$238,625
|
William C. Kimball
|
$0
|
$230,000
|
Karen ("Karrie") McMillan*
|
$0
|
$223,417
|
Elizabeth Nickels**
|
$0
|
$0
|
Daniel Pavelich
|
$0
|
$257,500
|
*
|
Trustee’s appointment effective September 10, 2014.
|
**
|
Trustee’s appointment effective September 16, 2015.
|
Sub-Advisor:
|
Edge Asset Management, Inc. ("Edge")
is an affiliate of Principal and a member of the Principal Financial Group.
|
Fund:
|
Principal EDGE Active Income ETF
|
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.
|
Fund:
|
Principal EDGE Active Income ETF
|
Fund
|
First $500
Million
|
Next $500
Million
|
Next $500
Million
|
Over $1.5
Billion
|
Principal EDGE Active Income ETF
|
0.75%
|
0.73%
|
0.71%
|
0.70%
|
Contractual Limit on Total Annual Fund Operating Expenses
|
||
Fund
|
Limit
|
Expiration
|
Principal EDGE Active Income ETF
|
0.85%
|
10/31/2016
|
Net Asset Value of Fund
|
|
Fund
|
All Assets
|
Principal EDGE Active Income ETF
|
0.18%
|
Net Asset Value of Fund
|
|
Fund
|
All Assets
|
Principal EDGE Active Income ETF
|
0.12%
|
Fund
|
Standard Creation
Transaction Fee *
|
Maximum Variable Charge
for Cash Creation **
|
Standard Redemption
Transaction Fee *
|
Maximum Variable Charge
for Cash Redemptions **
|
Principal EDGE Active Income ETF
|
$500
|
3.00%
|
$500
|
2.00%
|
First
|
Next
|
Next
|
Over
|
$500 Million
|
$500 Million
|
$500 Million
|
$1.5 Billion
|
0.75%
|
0.73%
|
0.71%
|
0.70%
|
Fund
|
Percent
of
Ownership
|
Name of Owner
|
Address of Owner
|
Principal EDGE Active Income ETF
|
51.77%
|
NFS LLC
|
200 Liberty St,
|
|
|
|
One World Financial Center
|
|
|
|
New York, NY 10281-1003
|
|
|
|
|
Principal EDGE Active Income ETF
|
29.35%
|
Citigroup Global Markets Inc.
|
390-388 Greenwich Street
|
|
|
|
New York, NY 10013-2396
|
|
|
|
|
Principal EDGE Active Income ETF
|
13.42%
|
Merrill Lynch Professional Clearing Corp.
|
222 Broadway, 6th Floor
|
|
|
|
New York, NY 10038
|
|
|
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
|
Charles D. Averill:
Principal EDGE Active Income ETF
|
|
|
|
|
Registered investment companies
|
11
|
$16.4 billion
|
0
|
$0
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other accounts
|
0
|
$0
|
0
|
$0
|
|
|
|
|
|
Jill R. Cuniff:
Principal EDGE Active Income ETF
|
|
|
|
|
Registered investment companies
|
10
|
$16.1 billion
|
0
|
$0
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other accounts
|
0
|
$0
|
0
|
$0
|
|
|
|
|
|
Todd A. Jablonski:
Principal EDGE Active Income ETF
|
|
|
|
|
Registered investment companies
|
11
|
$16.4 billion
|
0
|
$0
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other accounts
|
0
|
$0
|
0
|
$0
|
Portfolio Manager
|
Trust Funds Managed by Portfolio Manager
(list each fund on its own line)
|
Dollar Range of Securities Owned by the Portfolio Manager
|
Charles D. Averill
|
Principal EDGE Active Income ETF
|
None
|
Jill R. Cuniff
|
Principal EDGE Active Income ETF
|
None
|
Todd A. Jablonski
|
Principal EDGE Active Income ETF
|
None
|
|
|
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
|
Paul S. Kim:
Principal EDGE Active Income ETF
|
|
|
|
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other accounts
|
0
|
$0
|
0
|
$0
|
|
|
|
|
|
Barbara A. McKenzie:
Principal EDGE Active Income ETF
|
|
|
|
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
Other accounts
|
0
|
$0
|
0
|
$0
|
Portfolio Manager
|
Trust Funds Managed by Portfolio Manager
(list each fund on its own line)
|
Dollar Range of Securities Owned by the Portfolio Manager
|
Paul S. Kim
|
Principal EDGE Active Income ETF
|
$50,001 - $100,000
|
Barbara A. McKenzie
|
Principal EDGE Active Income ETF
|
None
|
*
|
As of December 31, 2014
|
1
|
For certain structured finance, preferred stock and hybrid securities in which payment default events are either not defined or do not match investor’s expectations for timely payment, the ratings reflect the likelihood of impairment and the expected financial loss in the event of impairment.
|
Aaa:
|
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of 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 be speculative 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 speculative 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.
|
*
|
By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also by subject to contractually allowable write-downs of principal that could result in impairment. Together the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.
|
•
|
Likelihood of default - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
|
•
|
Nature of and provisions of the obligation;
|
•
|
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:
|
Obligations rated ‘AAA’ have the highest rating assigned by Standard & Poor's. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
|
AA:
|
Obligations rated ‘AA’ differ from the highest-rated issues only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
|
A:
|
Obligations rated ‘A’ have a strong capacity to meet financial commitment on the obligation although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.
|
BBB:
|
Obligations rated ‘BBB’ exhibit adequate protection parameters; however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet financial commitment on the obligation.
|
BB, B, CCC,
|
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded, on balance, as having significant
|
CC, and C:
|
speculative characteristics. ‘BB’ indicates the lowest degree of speculation and ‘C’ the highest degree of speculation. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions.
|
BB:
|
Obligations rated ‘BB’ are less vulnerable to nonpayment than other speculative issues. However it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
|
B:
|
Obligations rated ‘B’ are more vulnerable to nonpayment than ‘BB’ but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair this capacity.
|
CCC:
|
Obligations rated ‘CCC’ are currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. If adverse business, financial, or economic conditions occur, the obligor is not likely to have the capacity to meeting its financial commitment on the obligation.
|
CC:
|
Obligations rated ‘CC’ are currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but Standard & Poor’s expects default to be a virtual certainty, regardless of anticipated time to default.
|
C:
|
The rating ‘C’ is highly vulnerable to nonpayment, the obligation is expected to have lower relative seniority or lower ultimate recovery compared to higher rated obligations.
|
D:
|
Obligations rated ‘D’ are in default, or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. This rating will also be used upon filing for bankruptcy petition or the taking or similar action and where default is a virtual certainty. If an obligation is subject to a distressed exchange offer the rating is lowered to ‘D’.
|
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.
|
A-1:
|
This is the highest category. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
|
A-2:
|
Issues carrying this designation are somewhat more susceptible to the adverse effects of the changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
|
A-3:
|
Issues carrying this designation exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet it financial commitment on the obligation.
|
B:
|
Issues rated ‘B’ are regarded as vulnerable and have significant speculative characteristics. The obligor has capacity to meet financial commitments; however, it faces major ongoing uncertainties which could lead to obligor’s inadequate capacity to meet its financial obligations.
|
C:
|
This rating is assigned to short-term debt obligations that are currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet its financial commitment on the obligation.
|
D:
|
This rating indicates that the issue is either in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not
|
SP-1:
|
A strong capacity to pay principal and interest. Issues that possess a very strong capacity to pay debt service is given a "+" designation.
|
SP-2:
|
A satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the terms of the notes.
|
SP-3:
|
A speculative capacity to pay principal and interest.
|
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.
|
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.
|
D:
|
Default. ‘D’ ratings indicate an issuer has entered into bankruptcy filings, administration, receivership, liquidation or which has otherwise ceased business.
|
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. Typically 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.
|
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.
|
2015 Bank and Exchange Holidays for Guide to Custody in World Markets
|
||||||||||||||
MARKET
|
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
CLOSED
|
Clearstream
|
|
1
|
|
|
|
|
|
|
|
|
|
|
25
|
SS
|
B
|
1,12
|
|
23
|
2,3
|
1,18
|
8,15,29
|
20
|
7,17
|
|
12
|
2,16
|
8,25
|
SS
|
|
E
|
1,12
|
|
23
|
2,3
|
1,18
|
8,15,29
|
20
|
7,17
|
|
12
|
2,16
|
8,25
|
SS
|
|
Costa Rica
Costa Rica
|
B
|
1
|
|
|
2,3
|
1
|
|
|
|
15
|
12
|
|
25
|
SS
|
E
|
1
|
|
|
2,3
|
1
|
|
|
|
15
|
12
|
|
25
|
SS
|
|
Croatia
Croatia
|
B
|
1,6
|
|
|
6
|
1
|
4,22,25
|
|
5
|
|
8
|
|
25
|
SS
|
E
|
1,6
|
|
|
3,6
|
1
|
4,22,25
|
|
5
|
|
8
|
|
24,25,31
|
SS
|
|
CyprusT
Cyprus
|
B
|
1,6
|
23
|
25
|
1,3^,6^,10,
13, 14
|
1
|
1
|
|
|
|
1,28
|
|
25
|
SS
|
E
|
1,6
|
23
|
25
|
1,3,6,10,
13,14
|
1
|
1
|
|
|
|
1,28
|
|
24,25
|
SS
|
|
Czech Republic
Czech Republic
|
B
|
1
|
|
|
6
|
1,8
|
|
6
|
|
28
|
28
|
17
|
24,25
|
SS
|
E
|
1
|
|
|
3,6
|
1,8
|
|
6
|
|
28
|
28
|
17
|
24,25,31
|
SS
|
|
DenmarkT
Denmark
|
B
|
1
|
|
|
2,3,6
|
1,14,15,25
|
5
|
|
|
|
|
|
24,25,31
|
SS
|
E
|
1
|
|
|
2,3,6
|
1,14,15,25
|
5
|
|
|
|
|
|
24,25,31
|
SS
|
|
Ecuador
Ecuador
|
B
|
1,2
|
16,17
|
|
3
|
1
|
|
|
10
|
|
9
|
2,3
|
25
|
SS
|
E
|
1,2
|
16,17
|
|
3
|
1
|
|
|
10
|
|
9
|
2,3
|
25
|
SS
|
|
Egypt
Egypt
|
B
|
1,3**,7,25
|
|
|
12,13
|
|
|
1,17**,
18**,23
|
|
22**-24**
|
6,14**
|
|
23**
|
FS
|
E
|
1,3**,7,25
|
|
|
12,13
|
|
|
1,17**,
18**,23
|
|
22**-24**
|
6,14**
|
|
23**
|
FS
|
|
EstoniaT
Estonia
|
B
|
1
|
23*,24
|
|
3,6
|
1
|
22*,23,24
|
|
20
|
|
|
|
23*,24,25,31*
|
SS
|
E
|
1
|
23*,24
|
|
3,6
|
1,14
|
22*,23,24
|
|
20
|
|
|
|
23*,24,25,31*
|
SS
|
|
Euroclear
|
|
1
|
|
|
|
|
|
|
|
|
|
|
25
|
SS
|
FinlandT
Finland
|
B
|
1,6
|
|
|
2*,3,6
|
1,14
|
19
|
|
|
|
|
|
24,25,31*
|
SS
|
E
|
1,6
|
|
|
3,6
|
1,14
|
19
|
|
|
|
|
|
24,25,31
|
SS
|
|
FranceT
France
|
B
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25
|
SS
|
E
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25,31
|
SS
|
|
Georgia, Republic of
Georgia, Republic of
|
B
|
1,2,7,19
|
|
3
|
9,10,13
|
12,26
|
|
|
28
|
|
14
|
23
|
|
SS
|
E
|
1,2,7,19
|
|
3
|
9,10,13
|
12,26
|
|
|
28
|
|
14
|
23
|
|
SS
|
|
GermanyT
Germany
|
B
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25
|
SS
|
E
|
1
|
|
|
3,6
|
1,14,25
|
4
|
|
|
|
|
|
24,25,31
|
SS
|
|
Ghana
Ghana
|
B
|
1
|
|
6
|
3,6
|
1,25
|
|
1,20**
|
|
21,24**
|
|
|
4,25,28
|
SS
|
E
|
1
|
|
6
|
3,6
|
1,25
|
|
1,20**
|
|
21,24**
|
|
|
4,25,28
|
SS
|
|
GreeceT
Greece
|
B
|
1,6
|
23
|
25
|
3^,6^,10,
13
|
1
|
1
|
|
|
|
28
|
|
25
|
SS
|
E
|
1,6
|
23
|
25
|
3,6,10,13
|
1
|
1
|
|
|
|
28
|
|
24,25
|
SS
|
|
Guinea-Bissau^
Guinea-Bissau^
|
B
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
E
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
2015 Bank and Exchange Holidays for Guide to Custody in World Markets
|
|||||||||||||||
MARKET
|
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
CLOSED
|
|
Hong Kong
Hong Kong
|
B
|
1
|
19,20
|
|
3,6,7
|
1,25
|
|
1
|
|
|
28
|
1,21
|
|
25
|
SS
|
E
|
1
|
18*,19,20
|
|
3,6,7
|
1,25
|
|
1
|
|
|
28
|
1,21
|
|
24*,25,31*
|
SS
|
|
Hungary
Hungary
|
B
|
1,2
|
|
|
6
|
1,25
|
|
|
20,21
|
|
23
|
|
24,25
|
SS
|
|
E
|
1,2
|
|
|
3,6
|
1,25
|
|
|
20,21
|
|
23
|
|
24,25,31
|
SS
|
||
Iceland
Iceland
|
B
|
1
|
|
|
2,3,6,23
|
1,14,25
|
17
|
|
3
|
|
|
|
24,25,31*
|
SS
|
|
E
|
1
|
|
|
2,3,6,23
|
1,14,25
|
17
|
|
3
|
|
|
|
24,25,31
|
SS
|
||
India
India
|
B
|
26
|
17,19
|
6
|
1/3/2014
|
1,4
|
|
|
18
|
17,25
|
2,22
|
11,12,25
|
24,25
|
SS
|
|
E
|
26
|
17
|
6
|
2,3,14
|
1
|
|
|
|
17,25
|
2,22
|
12,25
|
25
|
SS
|
||
Indonesia
Indonesia
|
B
|
1
|
19
|
|
3
|
1,14
|
2
|
16,17,20,21
|
|
17
|
24
|
14
|
|
24,25
|
SS
|
E
|
1
|
19
|
|
3
|
1,14
|
2
|
16,17,20,21
|
|
17
|
24
|
14
|
|
24,25,31
|
SS
|
|
Ireland T
Ireland
|
B
|
1
|
|
17
|
3,6
|
1^,4
|
1
|
|
3
|
|
26
|
|
25,28,29
|
SS
|
|
E
|
1
|
|
|
3,6
|
4
|
1
|
|
|
|
|
|
24*,25,31*
|
SS
|
||
Israel
Israel
|
B
|
|
|
5,17
|
3*,5*-
9*,22*,23
|
24
|
|
26
|
|
|
13*,14,15,
22,23,27*,28,
29*,30*
|
1*,4*,5
|
|
|
FS
|
E
|
|
|
5,17
|
5*-8*,9,
22,23
|
24
|
|
26
|
|
|
13-15, 22,23,27,
28,29*,30*
|
1*,4,5
|
|
|
FS
|
|
ItalyT
Italy
|
B
|
1
|
|
|
3^,6
|
1
|
|
|
|
|
|
|
25
|
SS
|
|
E
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
24,25,31
|
SS
|
||
Ivory Coast
Ivory Coast
|
B
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
|
E
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
||
Jamaica
Jamaica
|
B
|
1
|
18
|
|
3,6
|
25
|
|
|
6
|
|
19
|
|
25, 26
|
SS
|
|
E
|
1
|
18
|
|
3,6
|
25
|
|
|
6
|
|
19
|
|
25,26
|
SS
|
||
Japan
Japan
|
B
|
1,2,12
|
11
|
|
29
|
4-6
|
|
20
|
|
|
21-23
|
12
|
3,23
|
23,31
|
SS
|
E
|
1,2,12
|
11
|
|
29
|
4-6
|
|
20
|
|
|
21-23
|
12
|
3,23
|
23,31
|
SS
|
|
Jordan
Jordan
|
B
|
1,3**
|
|
|
|
25
|
|
17**-20**
|
|
|
22**-26**
|
14**
|
|
|
FS
|
E
|
1,3**
|
|
|
|
25
|
|
17**-20**
|
|
|
22**-26**
|
14**
|
|
|
FS
|
|
Kazakhstan
Kazakhstan
|
B
|
1,2,7
|
|
9,24,25
|
|
1,7,11
|
|
6
|
|
31
|
23**-25**
|
|
|
1,16,17
|
SS
|
E
|
1,2,7
|
|
9,24,25
|
|
1,7,11
|
|
6
|
|
31
|
23**-25**
|
|
|
1,16,17
|
SS
|
|
Kenya^
Kenya^
|
B
|
1
|
|
|
3,6
|
1
|
1
|
|
|
|
20
|
|
25
|
SS
|
|
E
|
1
|
|
|
3,6
|
1
|
1
|
|
|
|
20
|
|
25
|
SS
|
||
Korea, Republic of
Korea, Republic of
|
B
|
1
|
18-20
|
|
|
1,5,25
|
|
|
|
28,29
|
9
|
|
25
|
SS
|
|
E
|
1
|
18-20
|
|
|
1,5,25
|
|
|
|
28,29
|
9
|
|
25,31
|
SS
|
||
Kuwait
Kuwait
|
B
|
1,3**
|
25,26
|
|
|
16**
|
|
17**-19**
|
|
|
22**-25**
|
14**
|
|
24**
|
FS
|
E
|
1,3**
|
25,26
|
|
|
16**
|
|
17**-19**
|
|
|
22**-25**
|
14**
|
|
24**
|
FS
|
2015 Bank and Exchange Holidays for Guide to Custody in World Markets
|
||||||||||||||
MARKET
|
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
CLOSED
|
LatviaT
Latvia
|
B
|
1,2
|
|
|
2*,3,6,30*
|
1,4
|
22-24
|
|
|
|
|
18
|
23*,24,25,
30*,31
|
SS
|
E
|
1,2
|
|
|
2*,3,6,30*
|
1,4,14
|
22-24
|
|
|
|
|
18
|
23*,24,25,
30*,31
|
SS
|
|
Lebanon
Lebanon
|
B
|
1,6
|
9
|
25
|
3,10
|
1
|
|
17**
|
|
23**,24**
|
14**,23**
|
|
25
|
SS
|
E
|
1,6
|
9
|
25
|
3,10
|
1
|
|
17**
|
|
23**,24**
|
14**,23**
|
|
25
|
SS
|
|
LithuaniaT
Lithuania
|
B
|
1
|
16
|
11
|
3,6
|
1
|
24
|
6
|
|
|
|
|
24,25
|
SS
|
E
|
1
|
16
|
11
|
3,6
|
1,14
|
24
|
6
|
|
|
|
|
24,25,31
|
SS
|
|
LuxembourgT
Luxembourg
|
B
|
1
|
|
|
3,6
|
1,14,25
|
23
|
|
|
|
|
|
24*,25,31
|
SS
|
E
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
24*,25,31
|
SS
|
|
Malawi^
Malawi^
|
B
|
1,15
|
|
3
|
3,6
|
1
|
|
6
|
|
|
15
|
|
25,28
|
SS
|
E
|
1,15
|
|
3
|
3,6
|
1
|
|
6
|
|
|
15
|
|
25,28
|
SS
|
|
Malaysia
Malaysia
|
B
|
1
|
2,3,19,20
|
|
|
1,4
|
|
17**,18**
|
31
|
16,24
|
14
|
10**
|
24,25
|
SS
|
E
|
1
|
2,3,19,20
|
|
|
1,4
|
|
17**,18**
|
31
|
16,24
|
14
|
10**
|
24,25
|
SS
|
|
Mali^
Mali^
|
B
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
E
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
|
Mauritius
Mauritius
|
B
|
1,2
|
3,17,19
|
12
|
|
1
|
|
18**
|
|
18
|
|
2,11
|
25
|
SS
|
E
|
1,2
|
3,17,19
|
12
|
|
1
|
|
18**
|
|
18
|
|
2,11
|
24*,25,31*
|
SS
|
|
Mexico
Mexico
|
B
|
1
|
2
|
16
|
2,3
|
1
|
|
|
|
16
|
|
20
|
25
|
SS
|
E
|
1
|
2
|
16
|
2,3
|
1
|
|
|
|
16
|
|
20
|
25
|
SS
|
|
Morocco
Morocco
|
B
|
1,5
|
|
|
|
1
|
|
30
|
14,20,21
|
23
|
13
|
6,18
|
|
SS
|
E
|
1,5
|
|
|
|
1
|
|
30
|
14,20,21
|
23
|
13
|
6,18
|
|
SS
|
|
Namibia
Namibia
|
B
|
1
|
|
|
3,6
|
1,4,14,25
|
|
|
26
|
|
|
|
10,25
|
SS
|
E
|
1
|
|
|
3,6
|
1,4,14,25
|
|
|
26
|
|
|
|
10,25
|
SS
|
|
NetherlandsT
Netherlands
|
B
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25
|
SS
|
E
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25,31
|
SS
|
|
New Zealand
New Zealand
|
B
|
1,2
|
6
|
|
3,6,27
|
|
1
|
|
|
|
26
|
|
25,28
|
SS
|
E
|
1,2
|
6
|
|
3,6,27
|
|
1
|
|
|
|
26
|
|
25,28
|
SS
|
|
Niger^
Niger^
|
B
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
E
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
|
Nigeria
Nigeria
|
B
|
1,2
|
|
|
3,6
|
1,29
|
|
18**
|
|
24**
|
1
|
|
24**,25
|
SS
|
E
|
1,2
|
|
|
3,6
|
1,29
|
|
18**
|
|
24**
|
1
|
|
24**,25
|
SS
|
|
Norway
Norway
|
B
|
1
|
|
|
1*,2,3,6
|
1,14,25
|
|
|
|
|
|
|
24,25,31*
|
SS
|
E
|
1
|
|
|
1*,2,3,6
|
1,14,25
|
|
|
|
|
|
|
24,25,31
|
SS
|
|
Oman
Oman
|
B
|
1,4
|
|
|
|
16**
|
|
18**-22**,
23
|
|
24**-28**
|
13**
|
18,19
|
24**
|
FS
|
E
|
4
|
|
|
|
16**
|
|
18**-22**,
23
|
|
24**-28**
|
13**
|
18,19
|
24**
|
FS
|
MARKET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLOSED
|
|
Pakistan
|
B
|
1
|
5
|
|
|
23
|
|
1
|
30**
|
1,20**
|
14
|
22**-24**
|
22**,23**
|
9
|
24**,25
|
SS
|
Pakistan
|
E
|
|
5
|
|
|
23
|
|
1
|
|
20**
|
14
|
22**-24**
|
22**,23**
|
9
|
24**,25
|
SS
|
B
|
1,7
|
|
|
8
|
|
|
|
16**-19**
|
|
21**-25**
|
14**
|
15
|
|
FS
|
||
Palestine
|
E
|
1,7
|
|
|
8
|
|
|
|
16**-19**
|
|
21**-25**
|
14**
|
15
|
|
FS
|
|
B
|
1,9
|
17,18
|
|
|
|
3
|
1
|
|
|
|
|
|
3-5
|
8,25
|
SS
|
|
Panama
|
E
|
1,9
|
17,18
|
|
|
|
3
|
1
|
|
|
|
|
|
3-5
|
8,25
|
SS
|
B
|
1,2
|
|
|
|
2,3
|
1
|
|
28
|
|
|
8
|
|
8,25
|
SS
|
||
Peru
|
E
|
1,2
|
|
|
|
2,3
|
1
|
|
28
|
|
|
8
|
|
8,25
|
SS
|
|
B
|
1,2,15,16
|
19
|
|
|
|
2,3,9
|
1
|
12
|
|
21,31
|
|
|
30
|
24,25,30,31
|
SS
|
|
Philippines^
|
E
|
1,2,15,16
|
19
|
|
|
|
2,3,9
|
1
|
12
|
|
21,31
|
|
|
30
|
24,25,30,31
|
SS
|
B
|
1,6
|
|
|
|
3,6
|
1
|
4
|
|
|
|
|
11
|
24,25,31*
|
SS
|
||
Poland
|
E
|
1,6
|
|
|
|
3,6
|
1
|
4
|
|
|
|
|
11
|
24,25,31
|
SS
|
|
B
|
1
|
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25
|
SS
|
||
Portugal
|
E
|
1
|
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25,31
|
SS
|
|
B
|
1,19
|
16
|
|
|
|
|
25
|
|
|
|
7
|
12
|
11,26
|
25
|
SS
|
|
Puerto Rico
|
E
|
1,19
|
16
|
|
|
|
3
|
25
|
|
3
|
|
7
|
|
26,27*
|
24*,25
|
SS
|
B
|
1
|
10
|
|
|
1
|
|
|
|
19**-21**
|
|
14**-16**
|
|
|
|
FS
|
|
Qatar
|
E
|
1
|
10
|
|
|
1
|
|
|
|
19**-21**
|
|
14**-16**
|
|
|
|
FS
|
B
|
1,2
|
|
|
|
3^,13
|
1
|
1
|
|
|
|
|
30
|
1,25
|
SS
|
||
Romania
|
E
|
1,2
|
|
|
|
13
|
1
|
1
|
|
|
|
|
30
|
1,25
|
SS
|
|
B
|
1,2,5-9
|
23
|
|
|
9
|
|
1,4,11
|
12
|
|
|
|
|
4
|
31*
|
SS
|
|
Russia
|
E
|
1,2,7
|
23
|
|
|
9
|
|
1,4,11
|
12
|
|
|
|
|
4
|
31
|
SS
|
B
|
25
|
|
|
|
|
|
|
19**-23**
|
|
23**,20**-24**
|
|
|
|
FS
|
||
Saudi Arabia
|
E
|
25
|
|
|
|
|
|
|
19**-23**
|
|
23**,20**-24**
|
|
|
|
FS
|
|
B
|
1
|
9
|
|
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
|
Senegal^
|
E
|
1
|
9
|
|
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
B
|
1,2,7
|
16,17
|
|
|
|
10,13
|
1
|
|
|
|
|
|
11
|
|
SS
|
|
Serbia
|
E
|
1,2,7
|
16,17
|
|
|
|
10,13
|
1
|
|
|
|
|
|
11
|
|
SS
|
B
|
1
|
19,20
|
|
|
|
3
|
1
|
1
|
17
|
7,10
|
24
|
|
10**
|
25
|
SS
|
|
Singapore
|
E
|
1
|
19,20
|
|
|
|
3
|
1
|
1
|
17
|
7,10
|
24
|
|
10**
|
25
|
SS
|
B
|
1,6
|
|
|
|
3,6
|
1,8
|
|
|
|
1,15
|
|
17
|
24,25
|
SS
|
||
Slovak Republic
|
E
|
1,6
|
|
|
|
3,6
|
1,8
|
|
|
|
1,15
|
|
17
|
24,25
|
SS
|
|
B
|
1
|
|
|
|
6,27
|
1
|
25
|
|
|
|
|
|
24*,25
|
SS
|
||
Slovenia
|
E
|
1
|
|
|
|
3,6,27
|
1
|
25
|
|
|
|
|
|
25
|
SS
|
|
B
|
1
|
|
|
|
3,6,27
|
1
|
16
|
|
10
|
24
|
|
|
16,25
|
SS
|
||
South Africa
|
E
|
1
|
|
|
|
3,6,27
|
1
|
16
|
|
10
|
24
|
|
|
16,25
|
SS
|
2015 Bank and Exchange Holidays for Guide to Custody in World Markets
|
||||||||||||||
MARKET
|
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
CLOSED
|
SpainT
Spain
|
B
|
1
|
|
|
3
|
1
|
|
|
|
|
|
|
25
|
SS
|
E
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
24*,25,31*
|
SS
|
|
Sri Lanka
Sri Lanka
|
B
|
5,14,15
|
3,4,17
|
5
|
3,13,14
|
1,4
|
2
|
1,31
|
|
24
|
27
|
10,25
|
24,25
|
SS
|
E
|
1,5,8*,14,
15
|
3,4,17
|
5
|
3,13,14
|
1,4
|
2
|
1,31
|
|
24
|
27
|
10,25
|
24,25
|
SS
|
|
Srpska, Republic of
Srpska, Republic of
|
B
|
1,2,6,7,9
|
|
|
10,13
|
1
|
|
|
|
|
|
|
|
SS
|
E
|
1,2,6,7,9
|
|
|
10,13
|
1
|
|
|
|
|
|
|
|
SS
|
|
Swaziland^
Swaziland^
|
B
|
1,8
|
|
|
3,6
|
1,14
|
|
22
|
|
|
|
|
25
|
SS
|
E
|
1,8
|
|
|
3,6
|
1,14
|
|
22
|
|
|
|
|
25
|
SS
|
|
Sweden
Sweden
|
B
|
1,5*,6
|
|
|
2*,3,6,30*
|
1,13*,14
|
19
|
|
|
|
30*
|
|
24,25,31
|
SS
|
E
|
1,5*,6
|
|
|
2*,3,6,30*
|
1,13*,14
|
19
|
|
|
|
30*
|
|
24,25,31
|
SS
|
|
Switzerland
Switzerland
|
B
|
1,2
|
|
|
3,6
|
1,14,25
|
|
|
|
|
|
|
25
|
SS
|
E
|
1,2
|
|
|
3,6
|
1,14,25
|
|
|
|
|
|
|
24,25,31
|
SS
|
|
Taiwan
Taiwan
|
B
|
1,2
|
18-20,23,27
|
|
3,6
|
1
|
19
|
|
|
28
|
9
|
|
|
SS
|
E
|
1,2
|
16-20,23,27
|
|
3,6
|
1
|
19
|
|
|
28
|
9
|
|
|
SS
|
|
Tanzania
Tanzania
|
B
|
1,12
|
|
|
3,6
|
1
|
|
7,18
|
|
23
|
14
|
|
9,25
|
SS
|
E
|
1,12
|
|
|
3,6
|
1
|
|
7,18
|
|
23
|
14
|
|
9,25
|
SS
|
|
Thailand
Thailand
|
B
|
1,2
|
|
4
|
6,13-15
|
1,4,5
|
1
|
1,30
|
12
|
|
23
|
|
7,10,31
|
SS
|
E
|
1,2
|
|
4
|
6,13-15
|
1,4,5
|
1
|
1,30
|
12
|
|
23
|
|
7,10,31
|
SS
|
|
Togo^
Togo^
|
B
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
E
|
1
|
9
|
|
6
|
1,14,25
|
|
|
7
|
|
|
|
25
|
SS
|
|
Trinidad & Tobago
Trinidad & Tobago
|
B
|
1
|
16,17
|
30
|
3,6
|
|
4,19
|
17**
|
31
|
24
|
|
11**
|
25
|
SS
|
E
|
1
|
16,17
|
30
|
3,6
|
|
4,19
|
17**
|
31
|
24
|
|
11**
|
25
|
SS
|
|
Tunisia
Tunisia
|
B
|
1,3**,14
|
|
20
|
9
|
1
|
|
18**,19**
|
13
|
24**,25**
|
15,25**
|
|
24**
|
SS
|
E
|
1,3**,14
|
|
20
|
9
|
1
|
|
18**,19**
|
13
|
24**,25**
|
15,25**
|
|
24**
|
SS
|
|
Turkey
Turkey
|
B
|
1
|
|
|
23
|
1,19
|
|
16*,17
|
|
23*,24,25
|
28*,29
|
|
|
SS
|
E
|
1
|
|
|
23
|
1,19
|
|
16*,17
|
|
23*,24,25
|
28*,29
|
|
|
SS
|
|
Uganda
Uganda
|
B
|
1,26
|
|
|
3,6
|
1
|
3,9
|
|
|
|
9
|
|
25
|
SS
|
E
|
1,26
|
|
|
3,6
|
1
|
3,9
|
|
|
|
9
|
|
25
|
SS
|
|
Ukraine
Ukraine
|
B
|
1,2,5,7
|
|
9
|
13
|
1,4,11
|
1,29
|
|
24
|
|
|
|
|
SS
|
E
|
1,2,5,7
|
|
9
|
13
|
1,4,11
|
1,29
|
|
24
|
|
|
|
|
SS
|
|
United Arab Emirates - ADX
United Arab Emirates - ADX
|
B
|
1
|
|
|
|
15**
|
|
18**-20**
|
|
24**-27**
|
15**
|
|
2**,3**,24**
|
FS
|
E
|
1
|
|
|
|
15**
|
|
18**-20**
|
|
24**-27**
|
15**
|
|
2**,3**,24**
|
FS
|
|
United Arab Emirates - DFM
United Arab Emirates - DFM
|
B
|
1
|
|
|
|
15**
|
|
18**-20**
|
|
24**-27**
|
15**
|
|
2**,3**,24**
|
FS
|
E
|
1
|
|
|
|
15**
|
|
18**-20**
|
|
24**-27**
|
15**
|
|
2**,3**,24**
|
FS
|
|
United Arab Emirates - DIFC
United Arab Emirates - DIFC
|
B
|
1
|
|
|
|
15**
|
|
18**-20**
|
|
24**-27**
|
15**
|
|
2**,3**,24**
|
FS
|
E
|
1
|
|
|
|
15**
|
|
18**-20**
|
|
24**-27**
|
15**
|
|
2**,3**,24**
|
FS
|
2015 Bank and Exchange Holidays for Guide to Custody in World Markets
|
||||||||||||||
MARKET
|
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
CLOSED
|
United Kingdom
United Kingdom
|
B
|
1
|
|
|
3,6
|
4,25
|
|
|
31
|
|
|
|
25,28
|
SS
|
E
|
1
|
|
|
3,6
|
4,25
|
|
|
31
|
|
|
|
24*,25,28,31*
|
SS
|
|
United States
United States
|
B
|
1,19
|
16
|
|
|
25
|
|
|
|
7
|
12
|
11,26
|
25
|
SS
|
E
|
1,19
|
16
|
|
3
|
25
|
|
3
|
|
7
|
|
26,27*
|
24*,25
|
SS
|
|
Uruguay
Uruguay
|
B
|
1,6
|
16,17
|
|
2,3
|
1,18
|
19
|
|
25
|
|
12
|
2
|
25
|
SS
|
E
|
1,6
|
16,17
|
|
2,3
|
1,18
|
19
|
|
25
|
|
12
|
2
|
25
|
SS
|
|
Venezuela
Venezuela
|
B
|
1,6
|
16,17
|
19
|
2,3
|
1,14
|
4,24
|
24
|
18
|
|
|
|
8,24,25,31
|
SS
|
E
|
1,6
|
16,17
|
19
|
2,3
|
1,14
|
4,24
|
24
|
18
|
|
|
|
8,24,25,31
|
SS
|
|
Vietnam
Vietnam
|
B
|
1,2
|
16-20, 23
|
|
28,29,30
|
1
|
|
|
|
2
|
|
|
|
SS
|
E
|
1,2
|
16-20, 23
|
|
28,29,30
|
1
|
|
|
|
2
|
|
|
|
SS
|
|
Zambia
Zambia
|
B
|
1, 2,20
|
|
9,12
|
3,6
|
1,25
|
|
6,7
|
3
|
|
|
|
25
|
SS
|
E
|
1, 2,20
|
|
9,12
|
3,6
|
1,25
|
|
6,7
|
3
|
|
|
|
25
|
SS
|
|
Zimbabwe
Zimbabwe
|
B
|
1
|
|
|
3,6
|
1,25
|
|
|
10,11
|
|
|
|
22,25
|
SS
|
E
|
1
|
|
|
3,6
|
1,25
|
|
|
10,11
|
|
|
|
22,25
|
SS
|
|
TARGET
|
|
1
|
|
|
3,6
|
1
|
|
|
|
|
|
|
25
|
SS
|
B: Bank holidays
|
|
E: Exchange holidays
|
|
FS: Friday and Saturday
|
SS: Saturday and Sunday
|
|
^ See holiday exceptions
|
* Early closing
|
** Date is approximate
|
|
# Late opening
|
•
|
The requesting Portfolio Manager must put forth, in writing, the reasons for their decision;
|
•
|
The approval of Principal’s Chief Investment Officer;
|
•
|
Notification to the Proxy Voting Coordinator and other appropriate personnel (including PGI Portfolio Managers whose clients may own the particular security);
|
•
|
A determination that the decision is not influenced by any conflict of interest; and
|
•
|
The creation of a written record reflecting the process.
|
•
|
Restrictions for share blocking countries;
1
|
•
|
Casting a vote on a foreign security may require that Principal engage a translator;
|
•
|
Restrictions on foreigners’ ability to exercise votes;
|
•
|
Requirements to vote proxies in person;
|
•
|
Requirements to provide local agents with power of attorney to facilitate the voting instructions;
|
•
|
Untimely notice of shareholder meeting;
|
•
|
Restrictions on the sale of securities for a period of time in proximity to the shareholder meeting.
|
•
|
Client request to review proxy votes:
|
◦
|
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.
|
◦
|
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.
|
◦
|
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.
|
◦
|
Clients are permitted to request the proxy voting record for the 5 year period prior to their request.
|
•
|
Proxy statements received regarding client securities:
|
◦
|
Upon inadvertent receipt of a proxy, Principal will generally forward to ISS for voting, unless the client has instructed otherwise.
|
◦
|
Note: Principal is permitted to rely on proxy statements filed on the SEC’s EDGAR system instead of keeping their own copies.
|
•
|
Proxy voting records:
|
◦
|
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.
|
◦
|
Principal will maintain documentation to support the decision to vote against ISS recommendation.
|
◦
|
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.
|
1.
|
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 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
|
2.
|
Written notification of any changes to the advisor's or sub-advisor's proxy voting policies and procedures made during the preceding calendar quarter.
|
1.
|
Identification of the issuer of the security;
|
2.
|
Exchange ticker symbol of the security;
|
3.
|
CUSIP number of the security;
|
4.
|
The date of the shareholder meeting;
|
5.
|
A brief description of the subject of the vote;
|
6.
|
Whether the proposal was put forward by the issuer or a shareholder;
|
7.
|
Whether and how the vote was cast;
|
8.
|
Whether the vote was cast for or against management of the issuer.
|
|
|
•
|
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.
|
•
|
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.
|
2.
|
Conflicts of Interest
|
•
|
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.
|
•
|
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.
|
3.
|
New Accounts
|
•
|
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.
|
•
|
Edge may refrain from voting when it believes it is in the client’s best interests.
|
•
|
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.
|
•
|
Edge will document errors and the resolution of errors.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
|
•
|
The Advisers do not maintain a written proxy voting policy as required by Rule 206(4)-6.
|
•
|
Proxies are not voted in Clients’ best interests.
|
•
|
Proxies are not identified and voted in a timely manner.
|
•
|
Conflicts between the Advisers’ interests and the Client are not identified; therefore, proxies are not voted appropriately.
|
•
|
The third-party proxy voting services utilized by the Advisers are not independent.
|
•
|
Proxy voting records and Client requests to review proxy votes are not maintained.
|
1.
|
The requesting PM Team to set forth the reasons for their decision;
|
2.
|
The approval of the lead Portfolio Manager for the requesting PM Team;
|
3.
|
Notification to the Proxy Voting Coordinator and other appropriate personnel (including other PGI/PrinREI Portfolio Managers who may own the particular security);
|
4.
|
A determination that the decision is not influenced by any conflict of interest; and
|
5.
|
The creation of a written record reflecting the process (See
Appendix XXXI
).
|
|
|
1
The Advisers have various Portfolio Manager Teams organized by asset classes and investment strategies.
|
•
|
Restrictions for share blocking countries;
2
|
•
|
Casting a vote on a foreign security may require that the adviser engage a translator;
|
•
|
Restrictions on foreigners’ ability to exercise votes;
|
•
|
Requirements to vote proxies in person;
|
•
|
Requirements to provide local agents with power of attorney to facilitate the voting instructions;
|
•
|
Untimely notice of shareholder meeting;
|
•
|
Restrictions on the sale of securities for a period of time in proximity to the shareholder meeting.
|
|
|
2
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Clients are permitted to request the proxy voting record for the 5 year period prior to their request.
|
•
|
Upon inadvertent receipt of a proxy, the Advisers will generally forward to ISS for voting, unless the client has instructed otherwise.
|
•
|
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.
|
•
|
The Advisers will maintain documentation to support the decision to vote against the ISS recommendation.
|
•
|
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.
|
Revised 12/2011 ♦ Supersedes 12/2010
|
(a)
|
(i)
|
Certificate of Trust -- Filed as Exhibit 99.(a)(i) on 02/06/2015 (Accession No. 0001572661-15-000008)
|
|
(ii)
|
Agreement and Declaration of Trust Instrument -- Filed as Exhibit 99.(a)(ii) on 02/06/2015 (Accession No. 0001572661-15-000008)
|
(b)
|
By-laws -- Filed as Exhibit 99.(b) on 02/06/2015 (Accession No. 0001572661-15-000008)
|
|
(c)
|
Agreement and Declaration of Trust; Articles II, VII and IX, and By-Laws; Articles 2, 3, 9 and 10 -- Filed as Exhibit
99.(a)(ii) on 02/06/2015 (Accession No. 0001572661-15-000008)
|
|
(d)
|
Investment Advisory Agreement
|
|
|
(i)
|
Management Agreement with Principal Management Corporation dated 07/08/2015 *
|
|
(ii)
|
Sub-Advisory Agreement with Edge Asset Management, Inc. dated 07/08/2015 *
|
|
(iii)
|
Sub-Advisory Agreement with Principal Global Investors, LLC dated 07/08/2015 *
|
(e)
|
(i)
|
Distribution Agreement with ALPS Distributors, Inc. dated 05/01/2015 *
|
|
(ii)
|
Form of Authorized Participant Agreement -- Filed as Exhibit 99.(e)(ii) on 04/21/2015 (Accession No. 0001572661-15-000016)
|
(f)
|
Bonus, profit sharing or pension plans -- N/A
|
|
(g)
|
Custodian Agreement with State Street Bank and Trust Company dated 05/21/2015 *
|
|
(h)
|
(i)
|
Transfer Agency and Service Agreement with State Street Bank and Trust Company dated 05/21/2015 *
|
|
(ii)
|
Contractual Fee Waiver Agreement dated 07/08/2015 *
|
(i)
|
Legal Opinion *
|
|
(j)
|
(i)
|
Consent of Independent Registered Public Accounting Firm *
|
|
(ii)
|
Rule 485(b) Opinion *
|
|
(iii)
|
Powers of Attorney -- Filed as Exhibit 99.(j)(ii) on 02/06/2015 (Accession No. 0001572661-15-000008) and filed herein for E. A. Nickels *
|
(k)
|
Omitted Financial Statements -- N/A
|
|
(l)
|
Letter of Investment Intent dated May 21, 2015 -- Filed as Exhibit 99.(l) on 06/18/2015 (Accession No. 0001572661-15-000022)
|
|
(m)
|
Plan Pursuant to Rule 12b-1 with respect to shares of the Registrant -- Filed as Exhibit 99.(m) on 04/21/2015 (Accession No. 0001572661-15-000016)
|
|
(n)
|
Plan Pursuant to Rule 18f-3 under the 1940 Act -- N/A
|
|
(o)
|
Reserved.
|
|
(p)
|
(i)
|
Code of Ethics of Registrant -- Filed as Exhibit 99.(p)(i) on 04/21/2015 (Accession No. 0001572661-15-000016)
|
|
(ii)
|
Code of Ethics of Edge Asset Management, Inc. -- Filed as Exhibit 99.(p)(ii) on 04/21/2015 (Accession No. 0001572661-15-000016)
|
|
(iii)
|
Code of Ethics of Principal Global Investors, LLC -- Filed as Exhibit 99.(p)(iii) on 04/21/2015 (Accession No. 0001572661-15-000016)
|
|
|
|
NATURE OF RELATIONSHIP
|
|
NAME & OFFICE
|
|
(INVESTMENT ADVISER
|
|
WITH
|
OTHER COMPANY & PRINCIPAL
|
OFFICER'S OFFICE WITH
|
|
INVESTMENT ADVISER
|
BUSINESS ADDRESS
|
OTHER COMPANY)
|
|
|
|
|
*
|
Teresa M. Button
|
Principal Life Insurance Company (1)
|
See Part B
|
|
Vice President and Treasurer
|
|
|
|
|
|
|
|
Gregory B. Elming
|
Principal Life Insurance Company (1)
|
Senior Vice President and
|
|
Director
|
|
Chief Risk Officer
|
|
|
|
|
|
Stephen G. Gallaher
|
Principal Life Insurance Company (1)
|
Assistant General Counsel
|
|
Assistant General Counsel and
|
|
|
|
Assistant Secretary
|
|
|
|
|
|
|
*
|
Ernest H. Gillum
|
Principal Life Insurance Company (1)
|
See Part B
|
|
Vice President and Chief
|
|
|
|
Compliance Officer
|
|
|
|
|
|
|
|
Kelly A. Grossman
|
Principal Life Insurance Company (1)
|
Portfolio Investment Strategist
|
|
Vice President
|
|
|
|
|
|
|
|
Patrick A. Kirchner
|
Principal Life Insurance Company (1)
|
Assistant General Counsel
|
|
Assistant General Counsel
|
|
|
|
|
|
|
|
Julia M. Lawler
|
Principal Life Insurance Company (1)
|
Senior Executive Director -
|
|
Executive Vice President
|
|
Principal Portfolio Strategies
|
|
|
|
|
*
|
Layne A. Rasmussen
|
Principal Life Insurance Company (1)
|
See Part B
|
|
Vice President and Controller
|
|
|
|
|
|
|
*
|
Thomas Gregory Reymann
|
Principal Life Insurance Company (1)
|
See Part B
|
|
Assistant General Counsel
|
|
|
|
|
|
|
|
Teri Root
|
Principal Life Insurance Company (1)
|
Director-PMC Compliance
|
|
Vice President
|
|
|
|
|
|
|
|
Michael Scholten
|
Delaware Charter Guarantee
|
Senior Vice President and
|
|
Chief Financial Officer
|
& Trust Company (1)
|
Chief Financial Officer
|
|
|
|
|
|
Karen E. Shaff
|
Principal Life Insurance Company (1)
|
Executive Vice President,
|
|
Executive Vice President,
|
|
General Counsel & Secretary
|
|
General Counsel and Secretary
|
|
|
|
|
|
|
*
|
Adam U. Shaikh
|
Principal Life Insurance Company (1)
|
See Part B
|
|
Counsel
|
|
|
|
|
|
|
|
Randy L. Welch
|
Principal Financial Advisors, Inc. (1)
|
President
|
|
Senior Vice President and Director
|
|
|
|
|
|
|
*
|
Dan L. Westholm
|
Principal Financial Advisors, Inc. (1)
|
See Part B
|
|
Assistant Vice President/Treasury
|
|
|
|
|
|
|
|
(1)
|
Des Moines, IA 50392
|
|
|
|
|
|
|
(2)
|
620 Coolidge Drive, Suite 300
|
|
|
|
Folsom, CA 95630
|
|
NAME*
|
|
POSITIONS AND OFFICES
WITH PRINCIPAL UNDERWRITER (ALPS)
|
|
POSITIONS AND OFFICES
WITH THE FUND
|
Edmund J. Burke
|
|
Director
|
|
None
|
Jeremy O. May
|
|
President, Director
|
|
None
|
Thomas A. Carter
|
|
Executive Vice President, Director
|
|
None
|
Bradley J. Swenson
|
|
Senior Vice President, Chief Operating Officer
|
|
None
|
Robert J. Szydlowski
|
|
Senior Vice President, Chief Technology Officer
|
|
None
|
Aisha J. Hunt
|
|
Senior Vice President, General Counsel and Assistant Secretary
|
|
None
|
Eric T. Parsons
|
|
Vice President, Controller and Assistant Treasurer
|
|
None
|
Randall D. Young**
|
|
Secretary
|
|
None
|
Gregg Wm. Givens**
|
|
Vice President, Treasurer and Assistant Secretary
|
|
None
|
Douglas W. Fleming**
|
|
Assistant Treasurer
|
|
None
|
Steven Price
|
|
Vice President, Chief Compliance Officer
|
|
None
|
Liza Orr
|
|
Vice President, Senior Counsel
|
|
None
|
Jed Stahl
|
|
Vice President, Senior Counsel
|
|
None
|
Taylor Ames
|
|
Vice President, PowerShares
|
|
None
|
Troy A. Duran
|
|
Senior Vice President, Chief Financial Officer
|
|
None
|
James Stegall
|
|
Vice President
|
|
None
|
Gary Ross
|
|
Senior Vice President
|
|
None
|
Kevin Ireland
|
|
Senior Vice President
|
|
None
|
Mark Kiniry
|
|
Senior Vice President
|
|
None
|
Tison Cory
|
|
Vice President, Intermediary Operations
|
|
None
|
Hilary Quinn
|
|
Vice President
|
|
None
|
Jennifer Craig
|
|
Assistant Vice President
|
|
None
|
*
|
Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
|
**
|
The principal business address for Messrs. Young, Givens and Fleming is 333 W. 11
th
Street, 5
th
Floor, Kansas City, Missouri 64105.
|
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 October, 2015.
|
|
|
|
|
Principal Exchange-Traded Funds
|
|
(Registrant)
|
|
/s/ M. J. Beer
_____________________________________
M. J. Beer
Director, President and Chief Executive Officer
|
|
|
Attest:
/s/ Beth Wilson
______________________________________
Beth Wilson
Vice President and Secretary
|
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
|||
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/ M. J. Beer
__________________________
M. J. Beer
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
October 27, 2015
|
|
|
|
||
/s/ T. W. Bollin
__________________________
T. W. Bollin
|
Chief Financial Officer
(Principal Financial Officer)
|
October 27, 2015
|
|
|
|
|
|
/s/ L. A. Rasmussen
__________________________
L. A. Rasmussen
|
Vice President and Controller
(Controller)
|
October 27, 2015
|
|
(E. Ballantine)*
__________________________
E. Ballantine
|
Trustee
|
October 27, 2015
|
|
|
|
||
(L. T. Barnes)*
__________________________
L. T. Barnes
|
Trustee
|
October 27, 2015
|
|
|
|
||
(C. Damos)*
__________________________
C. Damos
|
Trustee
|
October 27, 2015
|
|
|
|
||
(N. M. Everett)*
__________________________
N. M. Everett
|
Trustee
|
October 27, 2015
|
|
|
|
||
(M. A. Grimmett)*
__________________________
M. A. Grimmett
|
Trustee
|
October 27, 2015
|
|
|
|
||
(F. S. Hirsch)*
__________________________
F. S. Hirsch
|
Trustee
|
October 27, 2015
|
|
|
|
||
(T. Huang)*
__________________________
T. Huang
|
Trustee
|
October 27, 2015
|
|
|
|
||
(W. C. Kimball)*
__________________________
W. C. Kimball
|
Trustee
|
October 27, 2015
|
|
|
|
||
(K. McMillan)*
__________________________
K. McMillan
|
Trustee
|
October 27, 2015
|
|
|
|
||
(E. A. Nickels)*
__________________________
E. A. Nickels
|
Trustee
|
October 27, 2015
|
|
|
|
||
(D. Pavelich)*
__________________________
D. Pavelich
|
Trustee
|
October 27, 2015
|
|
|
|
||
* Pursuant to Power of Attorney appointing M. J. Beer
Previously Filed as Ex-99(j)(ii) on February 6, 2015 (Accession No. 0001572661-15-000008) and filed herein for E. A. Nickles
|
(a)
|
Agreement and Declaration of Trust of the Fund;
|
(b)
|
Bylaws of the Fund as adopted by the Board of Trustees; and
|
(c)
|
Resolutions of the Board of Trustees of the Fund selecting the Manager as investment adviser and approving the form of this Agreement.
|
(a)
|
Provide investment research, advice and supervision;
|
(b)
|
Provide investment advisory, research and statistical facilities and all clerical services relating to research, statistical and investment work;
|
(c)
|
Furnish to the Board of Trustees of the Fund (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for the portfolio of each Series of the Fund consistent with each Series' investment objective and policies;
|
(d)
|
Implement such of its recommended investment program as the Fund shall approve, by placing orders for the purchase and sale of securities, subject always to the provisions of the Fund’s Agreement and Declaration of Trust and Bylaws and the requirements of the Investment Company Act of 1940 (the “1940 Act”), and the Fund’s Registration Statement, current Prospectus and Statement of Additional Information, as each of the same shall be from time to time in effect;
|
(e)
|
Advise and assist the officers of the Fund in taking such steps as are necessary or appropriate to carry out the decisions of its Board of Trustees and any appropriate committees of such Board regarding the general conduct of the investment business of the Fund; and
|
(f)
|
Report to the Board of Trustees of the Fund at such times and in such detail as the Board may deem appropriate in order to enable it to determine that the investment policies of the Fund are being observed.
|
(a)
|
Maintain fund general ledger and journal;
|
(b)
|
Prepare and record disbursements for direct Fund expenses;
|
(c)
|
Prepare daily money transfer;
|
(d)
|
Reconcile all Fund bank and custodian accounts;
|
(e)
|
Assist Fund independent auditors as appropriate;
|
(f)
|
Prepare daily projection of available cash balances;
|
(g)
|
Record trading activity for purposes of determining net asset values and daily dividend;
|
(h)
|
Prepare daily portfolio valuation report to value portfolio securities and determine daily accrued income;
|
(i)
|
Determine the net asset value per share daily or at such other intervals as the Fund may reasonably request or as may be required by law;
|
(j)
|
Prepare monthly, quarterly, semi-annual and annual financial statements;
|
(k)
|
Provide financial information for reports to the Securities and Exchange Commission in compliance with the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, the Internal Revenue Service and any other regulatory or governmental agencies as required;
|
(l)
|
Provide financial, yield, net asset value, and similar information to NASDAQ OMX Group, Inc., and other survey and statistical agencies as instructed from time to time by the Fund;
|
(m)
|
Investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Fund's operations; and
|
(n)
|
Obtain and keep in effect fidelity bonds and trustees and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the Investment Company Act of 1940 and the rules thereunder, as such bonds and policies are approved by the Fund's Board of Trustees.
|
3.
|
TRUST ADMINISTRATIVE SERVICES
|
(a)
|
furnish the services of such of the Manager's officers and employees as may be elected officers or trustees of the Fund, subject to their individual consent to serve and to any limitations imposed by law;
|
(b)
|
furnish office space, and all necessary office facilities and equipment, for the general trust functions of the Fund (i.e., functions other than (i) underwriting and distribution of Fund shares; (ii) custody of Fund assets, (iii) transfer and paying agency services; and (iv) corporate and portfolio accounting services); and
|
(c)
|
furnish the services of executive and clerical personnel necessary to perform the general trust functions of the Fund.
|
(a)
|
the organizational expenses of the Fund and its portfolios and share classes, including the Fund's registration under the Investment Company Act of 1940, and the initial registration of its Capital Stock for sale under the Securities Act of 1933 with the Securities and Exchange Commission;
|
(b)
|
Compensation of personnel, officers and
trustees
who are also affiliated with the Manager; and
|
(c)
|
Expenses and compensation associated with furnishing office space, and all necessary office facilities and equipment, and personnel necessary to perform the general trust functions of the Fund.
|
PRINCIPAL EXCHANGE-TRADED FUNDS
|
|
|
|
By:
|
/s/ Beth C. Wilson
|
Beth C. Wilson, Vice President & Secretary
|
|
|
|
By:
|
/s/ Adam U. Shaikh
|
Adam U. Shaikh, Assistant Counsel
|
|
|
|
|
|
Principal Management Corporation
|
|
|
|
By:
|
/s/ Michael J. Beer
|
Michael J. Beer, President and Chief Executive Officer
|
|
|
|
Series
|
Management Fee as a Percentage
of Average Daily Net Assets
|
|||
First $500 million
|
Next $500 million
|
Next $500 million
|
Over $1.5 billion
|
|
Principal EDGE Active Income ETF
|
0.75%
|
0.73%
|
0.71%
|
0.70%
|
(
a)
|
Management Agreement (the "Management Agreement") with the Fund;
|
(b)
|
The Fund's registration statement and financial statements as filed with the Secur
i
ties and Exchange Commission
;
|
(c)
|
The Securities and Exchange Commission
'
s Order Approving a Proposed Rule Change (Release No
.
34-74886; File No
.
SR
-
NYSEArca-2015-15) related to the exchange listing of the Series shares (the "19b-4 Order").
|
(
d)
|
The Fund's Declaration of Trust and By-laws
;
|
(e)
|
Policies
,
procedures or instructions adopted or approved by the Board of Trustees of the Fund relating to obligations and services to be provided by the Sub-Advisor
.
|
(a)
|
Provide investment advisory services to the Manager or a designee, including but not limited to, investment supervisory services, investment research and investment recommendations regarding the purchase, retention and sale of investments for each Series
.
|
(b)
|
Furnish to the Board of Trustees of the Fund for approval (or any appropriate committee of such Board), and revise
from time to time as conditions require, a recommended investment program for each Series consistent with each Series investment objective and policies.
|
(c)
|
Implement the approved investment program by making recommendations for the purchase and sale of securities without prior consultation with the Manager and without regard to the length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Fund's registration statement, 19b-4 Order, Declaration of Trust and Bylaws and the requirements of the 1940 Act, as each of the same shall be from time to time in effect. The Sub-Advisor is not responsible for the execution of securities trades.
|
(d)
|
Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are necessary or
appropriate to carry out the decisions of its Board of Trustees, and any appropriate committees of such Board, regarding the general conduct of the investment business of each Series.
|
(e)
|
Maintain, in connection with the Sub-Advisor's investment advisory services obligations, compliance with the 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder, the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information, and the restrictions and limitations set forth in the 19b-4 Order.
|
(f)
|
Report to the Board of Trustees of the Fund at such times and in such detail as the Board of Trustees may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series are being observed.
|
(g)
|
Upon request, provide assistance and recommendations for the determination of the fair value of certain securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund's Board of Trustees.
|
(h)
|
Furnish, at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of each Series.
|
(i)
|
Maintain all accounts, books and records with respect to each Series as are required of an investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940 (the "Investment Advisers Act"), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each Series are the property of the Fund, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for a Series upon request by the Fund or the Manager. The Sub-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series.
|
(j)
|
Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor's Code of Ethics adopted pursuant to that Rule as the same may be amended from time to time. The Manager acknowledges receipt of a copy of Sub-Advisor's current Code of Ethics. Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics.
|
(k)
|
From time to time as the Manager or the Fund may request, furnish the requesting party reports on investments held by a Series, all in such detail as the Manager or the Fund may reasonably request. The Sub-Advisor will make available its officers and employees to meet with the Fund's Board of Trustees at the Fund's principal place of business on due notice to review the investments of a Series.
|
(I)
|
Provide such information as is customarily provided by a sub-advisor and may be required for the Fund or the Manager to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the "Code"), the 1940 Act, the Investment Advisers Act, the Securities Act of 1933, as amended (the "Securities Act"), and any state securities laws, and any rule or regulation thereunder.
|
(m)
|
Vote proxies received on behalf of the Series in a manner consistent with Sub-Advisor's proxy voting policies and procedures and provide a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by SEC rule.
|
(n)
|
Respond to tender offers, rights offerings and other voluntary corporate action requests affecting securities held by the Fund.
|
(a)
|
Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Iowa
.
The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
|
(b)
|
Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage pre-paid to the other party at such address as such other party may designate for the receipt of such notices
.
Until further notice to the o
t
her party
,
it is agreed that the address of the Manager for this purpose shall be Principal Financial Group, Des Moines, Iowa 50392-0200. The address of the Sub-Advisor for this purpose shall be 601 Union St.
,
Suite 2200, Seattle, Washington, 98101
|
(c)
|
The Sub-Advisor will p
r
omptly notify the Manager in writing of the occurrence of any of the following events
:
|
(1)
|
the Sub-Advisor fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Sub-Advisor is required to be registered as an investment advisor in order to perform its obligations under this Agreement.
|
(2)
|
the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Series.
|
(d)
|
The Manager shall provide (or cause the Series custodian to provide) timely information to the Sub-Advisor regarding such matters as the composition of the assets of a Series, cash requirements and cash available for investment in a Ser
i
es, and all other reasonable information as may be necessary for the Sub-Advisor to perform its duties and
r
esponsibilities hereunder.
|
(e)
|
This Agreement conta
i
ns the entire understanding and agreement of the parties.
|
Principal Management Corporation
|
|
|
|
By:
|
/s/ Michael J. Beer
|
Michael J. Beer, President and Chief Executive Officer
|
|
|
|
|
|
Edge Asset Management, Inc.
|
|
|
|
By:
|
/s/ Jill R. Cuniff
|
Jill R. Cuniff, President
|
(a)
|
Management Agreement (the "Management Agreement") with the Fund;
|
(b)
|
The Fund's registration statement and financial statements as filed with the Securities and Exchange Commission;
|
(c)
|
The Securities and Exchange Commission's Order Approving a Proposed Rule Change (Release No
.
34-74886; File No
.
SR-NYSE Arca-2015-15) related to the exchange listing of the Series shares ( the"19b-4 Order").
|
(d)
|
The Fund's Declaration of Trust and By-laws;
|
(e)
|
Policies, procedures or instructions adopted or approved by the Board of Trustees of the Fund relating to obligations and services to be provided by the Sub-Advisor
.
|
(a)
|
Provide investment advisory services, including but not limited to research
,
advice and supervision for each Series.
|
(b)
|
Furnish to the Board of Trustees of the Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series investment objective and policies.
|
(c)
|
Implement the approved investment program by making recommendations for the purchase and sale of securities without prior consultation with the Manager and without regard to the length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Fund's registration statement, 19b-4 Order, Declaration of Trust and Bylaws and the requirements of the 1940 Act, as each of the same shall be from time to time in effect.
|
(d)
|
Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are necessary or appropriate to carry out the decisions of its Board of Trustees, and any appropriate committees of such Board, regarding the general conduct of the investment business of each Series.
|
(e)
|
Maintain, in connection with the Sub-Advisor's investment advisory services obligations, compliance with the 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder, the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information, and the restrictions and limitations set forth in the 19b-4 Order.
|
(f)
|
Report to the Board of Trustees of the Fund at such times and in such detail as the Board of Trustees may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series are being observed.
|
(g)
|
Upon request, provide assistance and recommendations for the determination of the fair value of certain securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund's Board of Trustees.
|
(h)
|
Furnish, at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of each Series.
|
(i)
|
Open accounts with broker-dealers, swap dealers, clearinghouses and futures commission merchants ("broker-dealers"), select broker-dealers to effect all transactions for each Series, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law, purchase or sell orders for each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities or swaps so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will report on such allocations at the request of the Manager, the Fund or the Fund's Board of Trustees providing such information as the number of aggregated trades to which each Series was a party, the broker-dealers to whom such trades were directed and the basis for the allocation for the aggregated trades. The Sub-Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub-Advisor may pay a broker or dealer an amount of commission for effecting a securities or derivatives transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer.
|
(j)
|
Maintain all accounts, books and records with respect to each Series as are required of an investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940 (the "Investment Advisers Act"), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each Series are the property of the Fund, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for a Series upon request by the Fund or the Manager. The Sub-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series.
|
(k)
|
Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor's Code of Ethics adopted pursuant to that Rule as the same may be amended from time to time. The Manager acknowledges receipt of a copy of Sub-Advisor's current Code of Ethics. Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics.
|
(I)
|
From time to time as the Manager or the Fund may request, furnish the requesting party reports on portfolio transactions and reports on investments held by a Series, all in such detail as the Manager or the Fund may reasonably request. The Sub-Advisor will make available its officers and employees to meet with the Fund's Board of Trustees at the Fund's principal place of business on due notice to review the investments of a Series.
|
(m)
|
Provide such information as is customarily provided by a sub-advisor and may be required for the Fund or the Manager to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the "Code"), the 1940 Act, the Investment Advisers Act, the Securities Act of 1933, as amended (the "Securities Act"), and any state securities laws, and any rule or regulation thereunder.
|
(n)
|
Respond to tender offers, rights offerings and other voluntary corporate action requests affecting securities held by the Fund
.
|
3.
|
Prohibited Conduct
|
4.
|
Compensation
|
5.
|
Liability of Sub-Adv
i
sor
|
6
.
|
Supplemental Arra
n
gements
|
7
.
|
Regulation
|
8
.
|
Duration and Termination of This Agreement
|
9.
|
Amendment of this Agreement
|
10.
|
(a) The Sub-Advisor acknowledges that the Series is relying on the exclusion from the definition of "commodity pool operator" under Section 4.5 of the General Regulations under the Commodity Exchange Act
("
Rule 4
.
5"). The Sub-Advisor will not exceed the de minimis trading limits set forth in Rule 4.5(c)(2)(iii).
|
11.
|
General Provisions
|
(a)
|
Each party ag
re
es to perform such further acts and execute such further documents as are necessary t
o eff
ectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Iowa
.
The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
|
(b)
|
Any notice under th
i
s Agreement shall be in writing, addressed and delivered or mailed postage pre-paid to the other party at such address as such other party may designate for the receipt of such notices
.
U
n
til further notice to the other party, it is agreed that the address of the Manager and the Sub-Advisor for this purpose shall be Principal Financial Group, Des Moines, Iowa 50392-0200.
|
(c)
|
The Sub-Advis
o
r will promptly notify the Manager in writing of the occurrence of any of the following events
:
|
(1)
|
the Sub-A
d
visor fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdict
i
on in which the Sub-Advisor is required to be registered as an investment advisor in order to perform its obligations under this Agreement.
|
(2)
|
the Sub-A
d
visor is served or otherwise receives notice of any action, suit, proceeding, inquiry or
i
nvestigation, at law or in equity, before or by any court
,
public board or body, involving t
h
e affairs of a Series.
|
(d)
|
The Manager s
h
all provide (or cause the Series custodian to provide) timely information to the Sub-Advisor regard
i
ng such matters as the composition of the assets of a Series, cash requirements and cash available for investment in a Series
,
and all other reasonable information as
m
ay be necessary for the Sub-Advisor to perform its duties and responsibilities hereunder.
|
(e)
|
This Agreemen
t
contains the entire understanding and agreement of the parties.
|
Principal Management Corporation
|
|
|
|
By:
|
/s/ Michael J. Beer
|
Michael J. Beer, President and Chief Executive Officer
|
|
|
|
Principal Global Investors, LLC
|
|
|
|
By:
|
/s/ Cinda Whitten
|
Cinda Whitten
Director – Investment Operations
|
|
|
|
By:
|
/s/ Thomas R. Pospisil
|
Thomas R. Pospisil, Assistant General Counsel
|
(a)
|
The Fund hereby appoints ALPS as the exclusive distributor for Creation Unit aggregations of Shares of each portfolio listed in
Appendix A
hereto, as may be amended from time to time, and to perform the duties that are set forth in
Appendix B
hereto as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services. ALPS shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
|
(b)
|
ALPS may emp
l
oy or associate itself with a person or persons or organizations as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such person or persons or organizations shall be paid by and be the sole responsibility of ALPS, and the Fund shall bear no cost or obligation with respect thereto; and provided further that ALPS shall not be relieved of any of its obligations under this Agreement in such event and shall be responsible for all acts of any such person or persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.
|
(a)
|
ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund's investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency, and custodial expenses; interest; Fund directors' or trustees' fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund's directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents and supplements, proxy materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the Securities and Exchange Commission (the "SEC").
|
3.
|
Documents
. The Fund has furnished or will furnish, upon request, ALPS with copies of the Fund's Declarat
i
on of Trust, advisory agreement, custodian agreement, transfer agency agreement, administration agreement, current prospectus, statement of additional information, periodic Fund reports, and all forms relating to any plan, program or service offered by the Fund. The Fund shall furnish, within a reasonable time period, to ALPS a copy of any amendment or supplement to any of the above-mentioned documents. Upon request, the Fund shall furnish promptly to ALPS any additional documents necessary or advisable to perform its functions hereunder. As used in this Agreement the terms
|
4.
|
Insurance
. ALPS agrees to maintain fidelity bond and liability insurance coverages which are, in scope and amount, consistent with coverages customary for distribution activities relating to the Fund. ALPS shall notify the Fund upon receipt of any notice of material, adverse change in the terms or provisions of its insurance coverage. Such notification shall include the date of change and the reason or reasons therefore. ALPS shall notify the Fund of any material claims against it, whether or not covered by insurance, and shall notify the Fund from time to time as may be appropriate of the total outstanding claims made by it under its insurance coverage.
|
(a)
|
Advice of the Fund and Service Providers
. If ALPS is in doubt as to any action it should or should not take, ALPS may request directions
,
advice
,
or instructions from the Fund or, as applicable, the Fund's investment adviser
,
custodian, or other service providers.
|
(b)
|
Advice of Counsel
. If ALPS is in doubt as to any question of law pertaining to any action it should o
r
should not take, ALPS may request advice from counsel of its own choosing (who may be counsel for the Fund, the Fund's investment adviser, or ALPS, at the option
of A
L
PS).
|
(c)
|
Conflicting Adv
i
ce
. In the event of a conflict between directions, advice or instructions ALPS receives from the Fund or any Fund service provider and the advice ALPS receives from counsel, ALPS may in its sole discretion rely upon and follow the advice of counsel. ALPS will provide the Fund with prior written notice of its intent to follo
w
advice of counsel that is materially inconsistent with advice from the Fund. Upon
r
equest, ALPS will provide the Fund with a copy of such advice of counsel.
|
(a)
|
ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.
|
(b)
|
In the absence of willful misfeasance, bad faith
,
negligence, or reckless disregard by ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers
,
directors, agents, and empl
o
yees ("ALPS Indemnitees") , shall not be liable for, and the Fund agrees to indemn
i
fy, defend and hold harmless the ALPS Indemnitees from, all taxes, charges, expenses
,
assessments, claims, and liabilities (including
,
without limitation,
attorneys
'
fees and disbursements and liabilities arising under applicable federal and state laws) arising directly from the following:
|
(i)
|
the inaccur
a
cy of factual information furnished to ALPS by the Fund or the Fund
'
s inve
s
tment adviser
,
custodians
,
or other service providers;
|
(ii)
|
any untrue
s
tatement of a material fact or omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act
, t
he 1940 Act
,
or any other statute or the common law
,
in any registration statement
,
prospectus
,
statement of additional information
,
shareholder report, or other information filed or made public by the Fund (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of ALPS or an ALPS Indemnitee;
|
(iii)
|
ALPS' reliance on any instruction, direction, notice, instrument or other information that ALPS reasonably believes to be genuine;
|
(iv)
|
The Fund's or the Fund's investment adviser's willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties, obligations, or responsibilities set forth in this Agreement; or
|
(v)
|
any damages arising out of mistakes or errors in data provided to ALPS, or mistakes or errors by, or out of interruptions or delays of communications, due to any action of a service provider to the Fund
.
|
(c)
|
ALPS shall indemnify and hold harmless the Fund
,
the Fund
'
s investment adviser and their respective
o
fficers, directors
,
agents
,
and employees and any person who controls the Fund within the meaning of Section 15 of the 1933 Act from and against any and all
taxes
,
charges
,
expenses
,
assessments, claims
,
and liabilities (
including
, without limitation
,
attorneys' fees and disbursements and liabilities arising under applicab
le federal
and state laws) arising directly from ALPS
'
or ALPS Indemnitees
'
willful
misfeasance
,
bad faith
,
negligence
,
or reckless disregard in the performance of its duties
,
obligat
i
ons
,
or responsibilities set forth in this Agreement; or arising from any untrue statement of a material fact or omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act
,
the 1940 A
c
t, or any other statute or the common law
,
in any of the Fund
'
s registration statement, prospectus
,
statement of additional information, shareholder report
,
or other information filed or made public by the Fund (as amended from time to time)
,
provided that the statement or omission was made in reliance upon, and in conformity with
,
information furnished to the Fund by or on behalf of ALPS or an ALPS Indemnitee.
|
(d)
|
Notwithstanding
anything in this Agreement to the contrary
,
neither party shall be liable under thi
s
Agreement to the other party hereto for any: (i) punitive
,
consequential, special or indirect losses or damages; or (ii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; terrorism; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim.
|
7.
|
Activities of ALPS
. The services of ALPS under this Agreement are not to be deemed exclusive, and ALPS shall be free to render similar services to others. The Fund recognizes that from time to time directors, officers and employees of ALPS may serve as directors, officers and employees of other corporations or businesses (including other investment companies) and that such other corporations and businesses may include ALPS as part of their name and that ALPS or its affiliates may enter into distribution agreements or other agreements with such other corporations and businesses.
|
8.
|
Accounts and Records
. The accounts and records maintained by ALPS shall be the property of the Fund. ALPS shall prepare, maintain and preserve such accounts and records as required by the 1940 Act and other applicable securities laws, rules and regulations. ALPS shall surrender such accounts and records to the Fund, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Fund. The Fund shall have access to such accounts and records at all times during ALPS' normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by ALPS to the Fund at the Fund's expense. ALPS shall assist the Fund, the Fund's independent auditors, or, upon approval of the Fund, any regulatory body, in any requested review of the Fund's accounts and records, and reports by ALPS or its independent accountants concerning its accounting system and internal auditing
|
9.
|
Confidential and Propr
i
etary Information
. ALPS agrees that it will, on behalf of itself and its officers and emplo
y
ees, treat all transactions contemplated by this Agreement, and all records and information relative to the Fund and its current and former shareholders and other information germane thereto, as confidential and as proprietary information of the Fund and not to use, sell, transfer, or divulge such information or records to any person for any purpose other than performance of its duties hereunder, except after prior notification to and approval in writing from the Fund, which approval shall not be unreasonably withheld. Approval may not be withheld where ALPS may be exposed to civil, regulatory, or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when requested by the Fund. When requested to divulge such information by duly constituted authorities, ALPS shall use reasonable commercial efforts to request confidential treatment of such information. ALPS shall have in place and maintain physical, elec
t
ronic, and procedural safeguards reasonably designed to protect the security, confidentiality, and integrity of, and to prevent unauthorized access to or use of records and information relating to the Fund and its current and former shareholders.
|
10.
|
Compliance with Rules and Regulations
. ALPS shall comply (and to the extent ALPS takes or is required to
t
ake action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Fund of which ALPS has knowledge (it being understood that ALPS is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Fund's public filings or otherwise provided to ALPS). Except as set out in this Agreement, ALPS assumes no responsibility for such compliance by the Fund. ALPS shall maintain at all t
i
mes a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the services provided, and shall provide to the Fund a certification to such effect no less than annually or as otherwise reasonably requested by the Fund. ALPS agrees to provide such information with respect to the program, including without limitation, information and certifications with respect to material violations of the program and any material deficiencies or changes with respect thereto, as may be reasonably requested, in writing, by the Fund's chief compliance officer or Board of Trustees with respect to the services provided to the Fund by ALPS under this Agreement. ALPS shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Fund.
|
11.
|
Representations and Warranties of ALPS
. ALPS represents and warrants to the Fund that:
|
(a)
|
It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado.
|
(b)
|
It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform this Agreement.
|
(c)
|
All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
|
(d)
|
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
|
(e)
|
An independent
t
hird party has conducted a review of ALPS' supervisory controls system and ALPS has made available to the Fund the most current report of such review and any updates thereto. An independent third party conducts an annual review of ALPS' supervisory controls system and ALPS will make available to the Fund for inspect
i
on a report of such review and any updates thereto. ALPS shall immediately notify the Fund of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any o
t
her changes to ALPS' business that would affect the business of the Fund or the Fund
'
s investment adviser.
|
12.
|
Representations and Warranties of the Fund
. The Fund represents and warrants to ALPS that:
|
(a)
|
It is a trust duly organized and existing and in good standing under the laws of the state of Delaware and is registered with the SEC as an open-end management investment company.
|
(b)
|
It is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement.
|
(c)
|
The Board of Trustees of the Fund has duly authorized it to enter into and perform this Agreement.
|
(d)
|
Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed.
|
(a)
|
ALPS and the Fund shall regularly consult with each other regarding ALPS' performance of
i
ts obligations under this Agreement. In connection therewith, the Fund shall subm
i
t to ALPS at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibi
t
s) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus or sta
t
ement of additional information, of whatever character, as the Fund may deem advisa
b
le, such right being in all respects absolute and unconditional.
|
(b)
|
The Fund agrees to issue Creation Unit aggregations of Shares of the Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the prospectus in such amounts as ALPS has requested through the transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Fund of the requisite deposit securities and cash component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. The Fund may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to ALPS, in accordance with the provisions of the Prospectus.
|
(c)
|
The Fund agrees that it will take all action necessary to register an indefinite number of Shares under the 1933 Act. The Fund shall make available to ALPS, at ALPS' expense, such number of copies of its prospectus, statement of additional information, and periodic reports as ALPS may reasonably request. The Fund will furnish to ALPS copies of all information, financial statements and other papers, which ALPS may reasonably request for use in connection with the distribution of Creation Units.
|
(d)
|
The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as ALPS may designate. The Fund will keep ALPS informed of the jurisdictions in which Creation Units of the Fund are authorized for sale and shall promptly notify ALPS of any change in this information.
|
14.
|
Anti-Money Laundering
. ALPS agrees to maintain an anti-money laundering program in compliance with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act") and all applicable laws and regulations promulgated thereunder. ALPS confirms that, as soon as possible, following the request from the Fund, ALPS will supply the Fund with copies of ALPS' anti-money laundering policy and procedures, and such other relevant certifications and representations regarding such policy and procedures as the Fund may reasonably request from time to time. ALPS will provide, to the Fund, any Financial Crimes Enforcement Network (FinCEN) request received pursuant to USA Patriot Act Section 314(a), which the Fund may then provide to its transfer agent. ALPS agrees to allow its applicable regulators to examine its anti-money laundering books and records in connection with a lawful request by an applicable regulator.
|
15.
|
Liaison with Accountants
. ALPS shall act as a liaison with the Fund's independent public accountants and shall provide account analysis, fiscal year summaries, and other audit related schedules with respect to the services provided to the Fund. ALPS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants as reasonably requested or required by the Fund.
|
16.
|
Business Interruption Plan
. ALPS shall maintain in effect a business interruption plan, and enter into any agreements necessary with appropriate parties making reasonable provisions for emergency use of electronic data processing equipment customary in the industry. In the event of equipment failures, ALPS shall, at no additional expense to the Fund, take commercially reasonab
l
e steps to minimize service interruptions.
|
(a)
|
Initial Term
. Th
i
s Agreement shall become effective as of the later of the date first written above or
t
he commencement of operations of the Fund, provided that it shall not take effect unless it has first been approved by a vote of a majority of those Trustees of the Fund who are not interested persons (as defined in the 1940 Act) of the Fund cast in person at a meeting called for the purpose of voting on such approval ("Start Date"); and shall continue thereafter throughout the period that ends two (2) years after the Start Date (the "Initial Term").
|
(b)
|
Renewal Term
. I
f
not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods, provided such continuance is specifically approved at least annually (i) by the Fund's Board of Trustees or (ii) by a vote of a majority of the outstanding voting securities of the relevant portfolio of the Fund
,
provided that in either event the continuance is also approved by the majority of the Trustees of the Fund who are not interested persons (as defined in the 1940 Act) of any party to this Agreement by vote cast in person at a meeting called fo
r
the purpose of voting on such approval. If a plan under Rule 12b-1 of the 1940 Act is in effect, continuance of the plan and this Agreement must be approved at least annually by a majority of the Trustees of the Fund who are not interested persons (as defined in the 1940 Act) and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called fo
r
the purpose of voting on such approval.
|
(c)
|
This Agreement
i
s terminable without penalty on sixty (60) days
'
written notice by the Fund
'
s Board of Trustees, by vote of the holders of a majority of the outstanding voting securities of the relevant portfolio, or by ALPS.
|
(d)
|
ALPS agrees to notify the Fund immediately in the event of its expulsion or suspension by FINRA. The Fund
,
in its sole discretion, may terminate this Agreement immediately upon notice to ALPS in the event that FINRA expels or suspends ALPS.
|
(e)
|
Deliveries Upon Termination
. Upon termination of this Agreement, ALPS agrees to cooperate in the
o
rderly transfer of distribution duties and shall deliver to the Fund or as otherwise dire
c
ted by the Fund (at the expense of the Fund) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder. In the event ALPS gives notice of termination under this Agreement
,
it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days
,
provided that the Fund uses all reasonable commercial effo
rt
s to appoint such replacement on a timely basis.
|
18.
|
Assignment
. This Agreement will automatically terminate in the event of its assignment (as defined in the 1940 Act). This Agreement shall not be assignable by the Fund without the prior written consent of ALPS.
|
19.
|
Governing Law
. The
provisions
of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado and the 1940 Act and the rules thereunder. To the extent that the laws of the State of Colorado conflict with the 1940 Act or such rules
,
the latter shall control.
|
20.
|
Names
. The obligations of the Fund entered into in the name or on behalf thereof by any director, shareholder, representative, or agent thereof are made not individually, but in such capacities, and are not binding upon any of the directors, shareholders, representatives or agents of the Fund personally, but bind only the property of the Fund, and all persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund.
|
21.
|
Amendments to this Agreement
. This Agreement may only be amended by the parties in writing.
|
22.
|
Notices
. All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following
addresses
(or such other addresses as to which notice is given):
|
23.
|
Counterparts
. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
|
24.
|
Entire Agreement
. This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and understandings relating to the subject matter hereof;
provided,
however
,
that ALPS may embody in one or more separate documents its agreement, if any, with respect to delegated duties and oral instructions.
|
PRINCIPAL EXCHANGE-TRADED FUNDS
|
|
|
|
By:
|
/s/ Tracy Bollin
|
Name:
|
Tracy W. Bollin
|
Title:
|
Chief Financial Officer
|
|
|
|
|
By:
|
/s/ Layne A. Rasmussen
|
Name:
|
Layne A. Rasmussen
|
Title:
|
Vice President and Controller
|
|
|
|
|
ALPS DISTRIBUTORS, INC.
|
|
|
|
By:
|
/s/ Jeremy O. May
|
Name:
|
Jeremy O. May
|
Title:
|
President
|
|
|
SECTION2.
|
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD IN THE UNITED STATES
|
1)
|
Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being
|
2)
|
In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian's books and records.
|
3)
|
In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian's books and records and, upon the Custodian's receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian's books and records.
|
SECTION 4.
|
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE
HELD OUTSIDE THE UNITED STATES
|
1)
|
Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;
|
2)
|
Surrender securities in temporary form for securities in definitive form;
|
3)
|
Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
|
4)
|
In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board.
|
To the Custodian:
|
STATE STREET BANK AND TRUST COMPANY
|
Federation of Bosnia and Herzegovina
|
UniCredit Bank d.d.
|
Zelenih beretki 24
71 000 Sarajevo
Federation of Bosnia and Herzegovina
|
||
Botswana
|
Standard Chartered Bank Botswana Limited
|
4th Floor, Standard Chartered House
Queens Road
The Mall
Gaborone, Botswana
|
||
Brazil
|
Citibank, N.A.
|
AV Paulista 1111
Sao Paulo, SP 01311-920 Brazil
|
||
Bulgaria
|
Citibank Europe pic, Bulgaria Branch
|
Serdika Offices, 10th floor
48 Sitnyakovo Blvd.
1505 Sofia, Bulgaria
|
||
UniCredit Bulbank AD
|
7 Sveta Nedelya Square
1000 Sofia, Bulgaria
|
|||
Burkina Faso
|
via Standard Chartered Bank Cote d'lvoire
S.A., Abidjan, Ivory Coast
|
23, Bid de Ia Republique
17 BP 1141 Abidjan 17 Cote d'lvoire
|
||
Canada
|
State Street Trust Company Canada
|
30 Adelaide Street East, Suite 800
Toronto, ON Canada M5C 3G6
|
||
Chile
|
Banco ltau Chile S.A.
|
Enrique Foster Sur 20, Piso 5
Las Condes, Santiago de Chile
|
||
People's Republic of
China
|
HSBC Bank (China) Company Limited
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
33rd Floor, HSBC Building, Shanghai IFC
8 Century Avenue
Pudong, Shanghai, China (200120)
|
||
China Construction Bank Corporation
(for A-share market only)
|
No.1 Naoshikou Street Chang An Xing Hong Plaza Beijing 100032-33, China
|
|||
Citibank N.A.
(for Shanghai - Hong Kong Stock Connect market only)
|
39th Floor Citibank Tower
Citibank Plaza,
3 Garden Road
Central, Hong Kong
|
|||
The Hongkong and Shanghai Banking
Corporation Limited
(for Shanghai - Hong Kong Stock Connect market only)
|
Level30,
HSBC Main Building
1 Queen's Road
Central, Hong Kong
|
|||
Standard Chartered Bank (Hong Kong) Limited
(for Shanghai - Hong Kong Stock Connect market)
|
15th Floor Standard Chartered Tower
388 Kwun Tong Road
Kwun Tong, Hong Kong
|
|||
Colombia
|
Cititrust Colombia S.A. Sociedad Fiduciaria
|
Carrera 9A, No. 99-02
Bogota DC, Colombia
|
Costa Rica
|
Banco BCT S.A.
|
160 Calle Central
Edificio BCT
San Jose, Costa Rica
|
Croatia
|
Privredna Banka Zagreb d.d.
|
Custody Department
Radnicka cesta 50
10000 Zagreb, Croatia
|
Zagrebacka Banka d.d.
|
Savska 60
10000 Zagreb, Croatia
|
|
Cyprus
|
BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch)
|
94 V. Sofias Avenue & 1 Kerasountos
Str.
115 28 Athens, Greece
|
Czech Republic
|
Ceskoslovenska obchodnibanka, a.s.
|
Radlicka 333/150
150 57 Prague 5, Czech Republic
|
UniCredit Bank Czech Republic and Slovakia, a.s.
|
BB Centrum- FILADELFIE Zeletavska 1525/1
140 92 Praha 4- Michie, Czech Republic
|
|
Denmark
|
Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Danmark NS)
|
Strandgade 3
0900 Copenhagen C, Denmark
|
Skandinaviska Enskilda Banken AB (publ),
Sweden (operating through its Copenhagen branch)
|
Bernstorffsgade 50
1577 Copenhagen, Denmark
|
|
Ecuador
|
Banco de Ia Producci6n S.A. PRODUBANCO
|
Av. Amazonas N35-211 y Japon
Quito, Ecuador
|
Egypt
|
HSBC Bank Egypt S.A.E.
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
6th Floor
306 Corniche El Nil
Maadi
Cairo, Egypt
|
Estonia
|
AS SEB Pank
|
Tornimae 2
15010 Tallinn, Estonia
|
Finland
|
Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Finland Pic.)
|
Satamaradankatu 5
00500 Helsinki, Finland
|
Skandinaviska Enskilda Banken AB (publ),
Sweden (operating through its Helsinki branch)
|
Securities Services
Box 630
SF-00101 Helsinki, Finland
|
|
France
|
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch)
|
De Entrees 99-197
1101 HE Amsterdam, Netherlands
|
Republic of Georgia
|
JSC Bank of Georgia
|
29a Gagarini Str. Tbilisi 0160, Georgia
|
Germany
|
Deutsche Bank AG
|
Alfred-Herrhausen-AIIee 16-24
D-65760 Eschborn, Germany
|
Ghana
|
Standard Chartered Bank Ghana Limited
|
P. 0. Box768
1st Floor
High Street Building
Accra, Ghana
|
Greece
|
BNP Paribas Securities Services, S.C.A.
|
94 V. Sofias Avenue & 1 Kerasountos
Str.
115 28 Athens, Greece
|
Guinea-Bissau
|
via Standard Chartered Bank Cote d'lvoire
S.A., Abidjan, Ivory Coast
|
23, Bid de Ia Republique
17 BP 1141 Abidjan 17 Cote d'lvoire
|
Hong Kong
|
Standard Chartered Bank (Hong Kong) Limited
|
15th Floor Standard Chartered Tower
388 Kwun Tong Road
Kwun Tong, Hong Kong
|
Hungary
|
Citibank Europe pic Magyarorszagi Fi6ktelepe
|
7 Szabadsag ter, Bank Center
Budapest, H-1051 Hungary
|
|
UniCredit Bank Hungary Zrt.
|
6th Floor
Szabadsag ter 5-6
H-1054 Budapest, Hungary
|
Iceland
|
Landsbankinn hf.
|
Austurstrreti 11
155 Reykjavik, Iceland
|
India
|
Deutsche Bank AG
|
Block B1, 4th Floor, Nirlon Knowledge
Park
Off Western Express Highway
Goregaon (E)
Mumbai 400 063, India
|
The Hongkong and Shanghai Banking
Corporation Limited
|
11F, Building 3, NESCO - IT Park, NESCO Complex,
Western Express Highway
Goregaon (East), Mumbai 400 063, India
|
|
Indonesia
|
Deutsche Bank AG
|
Deutsche Bank Building, 4th floor
Jl. Imam Bonjol, No. 80
Jakarta 10310, Indonesia
|
Ireland
|
State Street Bank and Trust Company, United
Kingdom branch
|
525 Ferry Road
Edinburgh EH5 2AW, Scotland
|
Israel
|
Bank Hapoalim B.M.
|
50 Rothschild Boulevard
Tel Aviv, Israel 61000
|
Italy
|
Deutsche Bank S.p.A.
|
Investor Services
Via Turati 27- 3rd Floor
20121 Milan, Italy
|
Ivory Coast
|
Standard Chartered Bank Cote d'lvoire S.A.
|
23, Bld de Ia Republique
17 BP 1141 Abidjan 17 Cote d' lvoire
|
Japan
|
Mizuho Bank, Limited
|
4-16-13, Tsukishima, Chou-ku
Tokyo 104-0052, Japan
|
The Hongkong and Shanghai Banking
Corporation Limited
|
HSBC Building
11-1 Nihonbashi 3-chome, Chuo-ku
Tokyo 1030027, Japan
|
|
Jordan
|
Standard Chartered Bank
|
Shmeissani Branch
AI-Thaqafa Street, Building # 2
P.O. Box 926190
Amman 11110, Jordan
|
Kazakhstan
|
JSC Citibank Kazakhstan
|
Park Palace, Building A,
41 Kazibek Bi street,
Almaty 050010, Kazakhstan
|
Kenya
|
Standard Chartered Bank Kenya Limited
|
Custody Services
Standard Chartered @ Chiromo, Level 5
48 Westlands Road
P.O. Box 40984-00100 GPO
Nairobi, Kenya
|
Republic of Korea
|
Deutsche Bank AG
|
18th Fl., Young-Poong Building
33 Seorin-dong
Chongro-ku, Seoul110-752, Korea
|
The Hongkong and Shanghai Banking
Corporation Limited
|
HSBC Building #25
1-Ka Bongrae-Dong
Chung-ku, Seoul100-161, Korea
|
|
Kuwait
|
HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
Kuwait City, Qibla Area
Hamad AI-Saqr Street
Kharafi Tower, G/1/2 Floors
P. O. Box 1683, Safat 13017, Kuwait
|
Latvia
|
AS SEB banka
|
Unicentrs, Valdlauci
LV-1076 Kekavas pag., Rigas raj., Latvia
|
Lebanon
|
HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
St. Georges Street, Minet EI-Hosn
Beirut 1107 2080, Lebanon
|
Lithuania
|
AB SEB bankas
|
Gedimino av. 12
LT 2600 Vilnius, Lithuania
|
Malawi
|
Standard Bank Limited
|
Kaomba Centre
Cnr. Victoria Avenue & Sir Glyn Jones
Road
Blantyre, Malawi
|
Oman
|
HSBC Bank Oman S.A.O.G.
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
2"d Floor AI Khuwair
PO Box 1727 PC 111
Seeb, Oman
|
Pakistan
|
Deutsche Bank AG
|
Unicentre- Unitowers
1.1. Chundrigar Road
P.O. Box 4925
Karachi- 74000, Pakistan
|
Palestine
|
HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
Jaffa Street, Ramallah
West Bank 2119, Palestine
|
Panama
|
Citibank, N.A.
|
Boulevard Punta Pacifica Torre de las Americas Apartado
Panama City, Panama 0834-00555
|
Peru
|
Citibank del Peru, S.A.
|
Canaval y Moreyra 480
3rd Floor, San Isidro
Lima 27, Peru
|
Philippines
|
Deutsche Bank AG
|
Global Transaction Banking
Tower One, Ayala Triangle
1226 Makati City, Philippines
|
Poland
|
Bank Handlowy w Warszawie S.A.
|
ul. Senatorska 16
00-293 Warsaw, Poland
|
Bank Polska Kasa Opieki S.A
|
31 Zwirki I Wigury Street
02-091, Warsaw, Poland
|
|
Portugal
|
BNP Paribas Securities Services, S.C.A., Paris
(operating through its Paris branch with support from its Lisbon branch)
|
3 Rue D'Antin
Paris, France Lt 1.19.01
|
Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch)
|
De Entrees 99-197
1101 HE Amsterdam, Netherlands
|
|
Puerto Rico
|
Citibank N.A.
|
1 Citibank Drive, Lomas Verdes Avenue
San Juan, Puerto Rico 00926
|
Qatar
|
HSBC Bank Middle East Limited
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
2 Fl Ali Bin Ali Tower
Building no.: 150
Airport Road
Doha, Qatar
|
Romania
|
Citibank Europe pic, Dublin - Romania Branch
|
8, lancu de Hunedoara Boulevard
712042, Bucharest Sector 1, Romania
|
Russia
|
Limited Liability Company Deutsche Bank
|
82, Sadovnicheskaya Street
Building 2
115035 Moscow, Russia
|
Saudi Arabia
|
HSBC Saudi Arabia Limited
(as delegate of The Hongkong and Shanghai
Banking Corporation Limited)
|
HSBC Head Office
7267 Olaya -AI Murooj
Riyadh 12283-2255 Kingdom of Saudi
Arabia
|
|
Senegal
|
via Standard Chartered Bank Cote d'lvoire
S.A., Abidjan, Ivory Coast
|
23, Bid de Ia Republique
17 BP 1141 Abidjan 17 Cote d'lvoire
|
|
Serbia
|
UniCredit Bank Serbia JSC
|
Omladinskih Brigada 88, Airport City
11000 Belgrade, Serbia
|
|
Singapore
|
Citibank N.A.
|
3 Changi Business Park Crescent
#07-00, Singapore 486026
|
|
United Overseas Bank Limited
|
156 Cecil Street
FEB Building #08-03
Singapore 069544
|
||
Slovak Republic
|
UniCredit Bank Czech Republic and Slovakia, a.s.
|
Sancova 1/A
813 33 Bratislava, Slovak Republic
|
|
Slovenia
|
UniCredit Banka Slovenija d.d.
|
Smartinska 140
Sl-1000 Ljubljana, Slovenia
|
|
South Africa
|
FirstRand Bank Limited
|
Mezzanine Floor
3 First Place Bank City
Corner Simmonds & Jeppe Sts. Johannesburg 2001
Republic of South Africa
|
|
Standard Bank of South Africa Limited
|
3rd Floor, 25 Sauer St. Johannesburg2000
Republic of South Africa
|
||
Spain
|
Deutsche Bank S.A.E.
|
Calle de Rosario Pino 14-16, Planta 1
28020 Madrid, Spain
|
|
Sri Lanka
|
The Hongkong and Shanghai Banking
Corporation Limited
|
24, Sir Baron Jayatilake Mawatha
Colombo 01, Sri Lanka
|
|
Republic of Srpska
|
UniCredit Bank d.d.
|
Zelenih beretki 24
71 000 Sarajevo
Federation of Bosnia and Herzegovina
|
|
Swaziland
|
Standard Bank Swaziland Limited
|
Standard House, Swazi Plaza
Mbabane, Swaziland H101
|
|
Sweden
|
Nordea Bank AB (publ)
|
Smalandsgatan 17
105 71 Stockholm, Sweden
|
|
Skandinaviska Enskilda Banken AB (publ)
|
Sergels Torg 2
SE-106 40 Stockholm, Sweden
|
||
Switzerland
|
Credit Suisse AG
|
Uetlibergstrasse 231
8070 Zurich, Switzerland
|
|
UBSAG
|
Badenerstrasse 574
8098 Zurich, Switzerland
|
|
Argentina
|
Citibank, N.A.*
|
Bartolome Mitre 530
1036 Buenos Aires, Argentina
|
MARKET
|
DEPOSITORY
|
TYPES OF SECURITIES
|
Albania
|
Bank of Albania
|
Government debt
|
Australia
|
Austraclear Limited
|
Government securities, corporate bonds, and corporate money market instruments
|
Austria
|
Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division)
|
All securities listed on Wiener Borse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities)
|
Bahrain
|
Clearing, Settlement, Depository and Registry System of the Bahrain Bourse
|
Equities
|
Bangladesh
|
Bangladesh Bank
|
Government securities
|
Central Depository Bangladesh
Limited
|
Equities and corporate bonds
|
|
Belgium
|
Euroclear Belgium
|
Equities and most corporate bonds
|
National Bank of Belgium
|
Government securities, corporate bonds, and money market instruments
|
|
Benin
|
Depositaire Central - Banque de
Reglement
|
All securities traded on Bourse Regionale des Valeurs Mobilieres, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
|
Bermuda
|
Bermuda Securities Depository
|
Equities, corporate bonds
|
Federation of Bosnia and Herzegovina
|
Registar vrijednosnih papira u
Federaciji Bosne i Hercegovine, d.d.
|
Equities, corporate bonds, government securities, money market instruments
|
Botswana
|
Bank of Botswana
|
Government debt
|
Central Securities Depository
Company of Botswana Ltd.
|
Equities and corporate bonds
|
Brazil
|
Central de Custodia e de Liquida((ao Financeira de Tftulos Privados (CETIP)
|
Corporate debt and money market instruments
|
Companhia Brasileira de Liquida(_(ao e
Custodia (CBLC)
|
All equities listed on BM&F BOVESPA S.A. and SOMA, and non-financial corporate bonds traded at BM&F BOVESPA S.A.
|
|
Sistema Especial de Liquida((ao e de
Custodia (SELIC)
|
Government debt issued by the central bank and the
National Treasury
|
|
Bulgaria
|
Bulgarian National Bank
|
Government securities
|
Central Depository AD
|
Eligible equities and corporate bonds
|
|
Burkina Faso
|
Depositaire Central- Banque de
Reglement
|
All securities traded on Bourse Regionale des Valeurs Mobilieres, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
|
Canada
|
The Canadian Depository for
Securities Limited
|
All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset- backed securities
|
Chile
|
Deposito Central de Valores S.A.
|
Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments
|
People's Republic of China
|
China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches
|
A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds, and warrants
|
China Central Depository and Clearing
Co., Ltd.
|
Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds
|
|
Colombia
|
Deposito Central de Valores
|
Securities issued by the central bank and the
Republic of Colombia
|
Deposito Centralizado de Valores de
Colombia S.A. (DECEVAL)
|
Equities, corporate bonds, money market instruments
|
|
Costa Rica
|
Central de Valores S.A.
|
Securities traded on Bolsa Nacional de Valores
|
Croatia
|
Sredisnje klirinsko depozitarno drustvo d.d.
|
Eligible equities, corporate bonds, government securities, and corporate money market instruments
|
Cyprus
|
Central Depository and Central
Registry
|
Equities, corporate bonds, dematerialized government securities, corporate money market instruments
|
Iceland
|
Icelandic Securities Depository Limited
|
Government securities, equities, corporate bonds, and money market instruments
|
|
India
|
Central Depository Services (India) Limited
|
Eligible equities, debt securities, and money market instruments
|
|
National Securities Depository Limited
|
Eligible equities, debt securities, and money market instruments
|
||
Reserve Bank of India
|
Government securities
|
||
Indonesia
|
Bank Indonesia
|
Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills)
|
|
PT Kustodian Sentral Efek Indonesia
|
Equities, corporate bonds, and money market instruments
|
||
Ireland
|
Euroclear UK & Ireland Limited*
|
GBP- and EUR-denominated money market instruments
|
|
Euroclear Bank S.A./N.V.
|
Government securities
|
||
Israel
|
Tel Aviv Stock Exchange Clearing
House Ltd. (TASE Clearing House)
|
Government securities, equities, corporate bonds and trust fund units
|
|
Italy
|
Monte Titoli S.p.A.
|
Equities, corporate debt, government debt, money market instruments, and warrants
|
|
Ivory Coast
|
Depositaire Central- Banque de
Reglement
|
All securities traded on Bourse Regionale des Valeurs Mobilieres, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
|
|
Japan
|
Bank of Japan - Financial Network
System
|
Government securities
|
|
Japan Securities Depository Center
(JASDEC) Incorporated
|
Equities, corporate bonds, and corporate money market instruments
|
||
Jordan
|
Central Bank of Jordan
|
Treasury bills, government bonds, development bonds, and public entity bonds
|
|
Securities Depository Center
|
Equities and corporate bonds
|
||
Kazakhstan
|
Central Securities Depository
|
Government securities, equities, corporate bonds, and money market instruments
|
|
Kenya
|
Central Bank of Kenya
|
Treasury bills and Treasury bonds
|
|
Central Depository and Settlement
Corporation Limited
|
Equities and corporate debt
|
||
Republic of Korea
|
Korea Securities Depository
|
Equities, government securities, corporate bonds and money market instruments
|
Senegal
|
Depositaire Central - Banque de
Reglement
|
All securities traded on Bourse Regionale des Valeurs Mobilieres, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
|
|
Serbia
|
Central Securities Depository and
Clearinghouse
|
All instruments
|
|
Singapore
|
Monetary Authority of Singapore
|
Government securities
|
|
The Central Depository (Pte.) Limited
|
Eligible listed equities and eligible private debt traded in Singapore
|
||
Slovak Republic
|
Centralny depozitar cennych papierov
SR, a.s.
|
All dematerialized securities
|
|
Slovenia
|
KDD - Centralna klirinsko depotna druzba d.d.
|
All publicly traded securities
|
|
South Africa
|
Strate (Pty) Ltd.
|
Eligible equities, government securities, corporate bonds, money market instruments, and warrants
|
|
Spain
|
IBERCLEAR
|
Government securities, equities, warrants, money market instruments, and corporate bonds
|
|
Sri Lanka
|
Central Bank of Sri Lanka
|
Government securities
|
|
Central Depository System (Pvt) Limited
|
Equities and corporate bonds
|
||
Republic of Srpska
|
Central Registry of Securities in the
Republic of Srpska JSC
|
Government securities, equities, and corporate and municipal bonds
|
|
Sweden
|
Euroclear Sweden
|
Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants
|
|
Switzerland
|
SIXSISAG
|
Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants
|
|
Taiwan - R.O.C.
|
Central Bank of the Republic of China
(Taiwan)
|
Government securities
|
|
Taiwan Depository and Clearing
Corporation
|
Listed equities, short-term bills, and corporate bonds
|
||
Tanzania
|
Central Depository System (CDS), a department of the Dar es Salaam Stock Exchange
|
Equities and corporate bonds
|
|
Thailand
|
Thailand Securities Depository
Company Limited
|
Government securities, equities and corporate bonds
|
Togo
|
Depositaire Central- Banque de
Reglement
|
All securities traded on Bourse Regionale des Valeurs Mobilieres, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
|
Trinidad and Tobago
|
Central Bank of Trinidad and Tobago
|
Government debt
|
Trinidad and Tobago Central
Depository Limited
|
Equities and corporate debt
|
|
Tunisia
|
Tunisie Clearing
|
All eligible listed securities
|
Turkey
|
Central Bank of Turkey
|
Government securities
|
Central Registry Agency
|
Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds
|
|
Uganda
|
Bank of Uganda
|
Treasury bills and Treasury bonds
|
Securities Central Depository
|
Equities, corporate bonds
|
|
Ukraine
|
National Depository of Ukraine
|
Equities, bonds, and money market instruments
|
United Arab Emirates
-Abu Dhabi
|
Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange
|
Equities, government securities, and corporate debt
|
United Arab Emirates
- Dubai Financial
Market
|
Clearing, Settlement and Depository Division, a department of the Dubai Financial Market
|
Equities, government securities, and corporate debt listed on the DFM
|
United Arab Emirates
- Dubai International
Financial Center
|
Central Securities Depository, owned and operated by NASDAQ Dubai Limited
|
Equities, corporate bonds, and corporate money market instruments
|
United Kingdom
|
Euroclear UK & Ireland Limited
|
GBP- and EUR-denominated money market instruments
|
Uruguay
|
Banco Central del Uruguay
|
Government securities
|
Venezuela
|
Banco Central de Venezuela
|
Government securities
|
Caja Venezolana de Valores
|
Equities and corporate bonds
|
|
Vietnam
|
Vietnam Securities Depository
|
Equities, government bonds, T-bills, corporate bonds, and public fund certificates
|
Zambia
|
Bank of Zambia
|
Treasury bills and Treasury bonds
|
LuSE Central Shares Depository
Limited
|
Treasury bonds, corporate bonds, and equities
|
|
Zimbabwe
|
Chengetedzai Depository Company
Limited
|
Equities and corporate bonds
|
Reserve Bank of Zimbabwe
|
Treasury bills and Treasury bonds
|
TRANSNATIONAL DEPOSITORIES
|
|
Euroclear Bank S.A./N.V.
|
Domestic securities from more than 40 markets
|
Clearstream Banking, S.A.
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Domestic securities from more than 50 markets
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Publication/Type of Information
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Brief Description
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(scheduled frequency)
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The Guide to Custody in World Markets
(hardcopy annually and regular website updates)
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An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services.
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Global Custody Network Review
(annually)
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Information relating to Foreign Sub-Custodians in State Street's
Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street's market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks.
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Securities Depository Review
(annually)
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Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.
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Global Legal Survey
(annually)
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With respect to each market in which State Street offers custodial
services, opinions relating to whether local law restricts (i) access of a fund's independent public accountants to books and records of a Foreign Sub Custodian or Foreign Securities System, (ii) a fund's ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund's ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars.
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Subcustodian Agreements
(annually)
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Copies of the contracts that State Street has entered into with each
Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.
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Global Market Bulletin
(daily or as necessary)
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Information on changing settlement and custody conditions in markets where State Street offers custodial services.
Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street's clients.
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Foreign Custodv Advisories
(as necessary)
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For those markets where State Street offers custodial
services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.
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Material Change Notices
(presently on a quarterly basis or as otherwise necessary)
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Informational letters and accompanying materials confirming
State Street's foreign custody arrangements, including a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.
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Security Controls required for the following delivery methods:
None. Messages are deemed to be self-authenticating, and any message received will be relied upon as an authenticated instruction.
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SWIFT
(Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and
investment institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.
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iPayBenefits
is a portal that offers Retirement Plan Sponsors, record keepers, third party administrators, banks and insurance companies a total Benefit Payments processing platform to access to retiree information. There are three components: the PLUS Web retiree benefits management application to add participants, change addresses, and stop and release payments; a Custom Queries tool for creating customized reports; and an open Customer Workspace area for posting of shared documents. Access by authorized users is through a web portal which uses RSA Adaptive Authentication (User ID and Password + "security map").
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Security Controls required for the following delivery methods: ·
Enabled Encryption.
Messages are deemed to be self-authenticating, and any message received will be relied upon as an authenticated instruction.
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Data Communication -Message Queuing
or a similarly architected product is a communication method that allows the Company to electronically deliver authorized financial transaction instructions to State Street using a straight through processing message delivery service.
Encryption must be enabled. All information communicated via this method is authorized by the Company.
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Security Controls required for the following delivery methods:
A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who can send instructions and who can approve them.
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Connect:Direct
is a data transfer product.
Secure+
is a product add-on that implements cryptographic features such as mutual authentication, data encryption and cryptographic message integrity checking to send file based transfer and transaction instructions which may include Fed wire and Automated Clearinghouse (ACH). Secure+ is required.
Security Controls required: Predetermined authorizers.
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Secure Email "Send Secure" Feature Available in Outlook with Verification
is a communication method that allows clients to electronically deliver financial transaction instructions to State Street using an enforced (encrypted) connection by responding to a secure email received from State Street. The communication method features use of cryptography to effect point-to-point encryption at the desktop.
Security Controls required: Predetermined authorizers
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Secure Transport (Individual)
is a file transfer application based upon the Secure File Transfer Protocol (SFTP)
standard that is designed to enable State Street clients/ investment managers to send file based transfer and
transaction instructions over the internet which may include Fed wire and Automated Clearinghouse (ACH). Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry standard encryption protocols.
Security Controls required: Predetermined authorizers.
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Security Controls required for the following delivery methods:
A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who
can send instructions and who can approve them.
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Secure Transport (Client)
is a file transfer application based upon the Secure File Transfer Protocol (SFTP)
standard that is designed to enable State Street clients/ investment managers to send file based transfer and
transaction instructions over the internet which may include Fed wire and Automated Clearinghouse (ACH). Secure Transport features multi-factor authenticators such as SecuriD and digital certificates, and incorporates industry standard encryption protocols. Other SFTP solutions that require multi-factor authenticators such as SecuriD and digital certificates, and incorporate industry-standard encryption protocols may also be considered.
Security Controls required: Predetermined authorizers.
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Security Controls required for the following delivery methods:
A predetermined authorized signature list or Funds Transfer Initiators and Verifiers List which outlines who
can send instructions and who can approve them. Multi-factor authentication must be established using one of the following methods: user id, password+ token, out of band one-time password, or digital certificate.
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IDeliver/iReports - Document Upload
The iDeliver platform (RDS) manages the retrieval, processing, reformatting,
and distribution of reports and data. iReports, is a launched application from my.statestreet.com which allows users to
view archived reports via the Intranet. The Document Upload is a feature of iReports (a web module of iDeliver) to facilitate users to upload documents (mostly ad-hoc) for distribution using one or more of the supported delivery channels.
Security Controls required: Predetermined authorizers. Multi-factor authentication must be established.
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Trust Interface Facility
A Company disbursement system which provides workflow/approval with complete audit
trail using ASG/ Citrix multi-factor authentication. This is the web- based front end used by SEI clients only to instruct
two-party wires, check requests, interbank transfers, ACH, and direct movements within SEI.
Security Controls required: Predetermined authorizers. Multi- factor authentication must be established.
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Global Office (vendor application: front end to Global Plus)
Access through dedicated circuit, a multi-currency
accounting system that delivers automation and straight thru processing.
Security Controls required: Predetermined authorizers. Multi -factor authentication must be established.
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State Street Cash Manager and State Street Springboard Cash Manager Global Funds Transfer (GFT)
represent State Street's proprietary web-based system that enables clients to originate and electronically transmit
authenticated repetitive and non-repetitive Fed wires, CHIPS, internal book transfers, drawdowns, and international payments to State Street. Any activity initiated by the Client's use of either Cash Manager access point shall constitute an Instruction to State Street in accordance with the terms of the Client's Custody Agreement, and such Instructions shall constitute funds transfer instructions originated by the Client and can either be in U.S. dollar or other currencies supported by the system. State Street Cash Manager and State Street Springboard Cash Manager GFT are PC and mobile access points to a web-based system utilizing the Internet employing the use of ID and password security, two factor token authentication and encryption to protect the integrity of transmissions to State Street.
Security Controls required: Predetermined authorizers.
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2)
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The following Security Controls are required in conjunction with the delivery methods selected above. Please select one or more of the Security Controls indicated below by checking the applicable boxes:
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Telephone Confirmation (Callback)
Telephone confirmation will be used to verify instructions where indicated in the delivery method option. This procedure
requires the Company to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Company's location to authenticate the instruction. A second authorized person different from the originator or original approver will be contacted for instructions equal to or greater than US $10,000,000 or local currency equivalent. Telephone confirmation callback is required for delivery method selections that do not use multi-factor authentication. For business continuity purposes, alternate telephone numbers for authorized verifiers are provided for telephonic confirmation in a force majeure event.
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Callback with SecuriD®
SecuriD® is a state-of-the-art product used to identify and authenticate the identity of an individual. Used in conjunction with
telephone callback, it is the preferred authentication method for transactions equal to or greater than USD 10,000,000 or local currency equivalent. A second authorized person different from the originator or original approver will be contacted for instructions equal to or greater than US $10,000,000 or local currency equivalent. SecuriD® provides a more stringent security procedure for authenticating funds transfer requests, which substantially reduces the possibility of a fraudulent transaction.
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Test Key
A test key is a unique character string that has been exchanged between the parties for the purpose of protecting the
integrity of the communication and to identify and authenticate the Company in the ordinary course of business.
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Sophisticated Test Key
Test keys submitted by clients are considered sophisticated when they are a combination of a test key number provided to them by State Street as well as some predefined detail{s) from the actual transaction instruction (currency, amount of shares or cash, settlement date, etc.). If the tested facsimile process involves the use of sophisticated test keys, no other security procedure is required.
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Standing Instructions
Standing or Procedural Instructions may be used. For example: where funds are transferred to a broker on the Company's established list of brokers with which it engages in transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Company a list of the brokers that State Street has determined are used by the Company. The Company will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds USD 10,000,000 or local currency equivalent, the execution of the Standing Instruction will be confirmed by telephone (person different than original initiator) prior to execution.
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Repetitive Wires
For situations where funds are transferred periodically from an existing authorized account to the same payee (destination
bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds US $10,000,000 or local currency equivalent, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed periodically.
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Individual Instruction
Telephone confirmation is used to establish this process. An individual instruction is a non-recurring request. If the payment order exceeds US $10,000,000 or local currency equivalent, the instruction will be confirmed by telephone (person different than the original initiator) prior to execution.
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Secure Email Confirmation
Confirmation via secure email that instructions were received and executed.
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Predetermined Authorizers
A predetermined authorized signature list or a Funds Transfer Initiators and Authorized Verifiers List which outlines who
can send instructions and who can approve them.
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Blue Sky Standing Instructions via Limited Power of Attorney
State Street employees holding the titles of Officer, Blue Sky Manager or Senior Blue Sky Administrator ("State Street's Blue Sky Personnel") shall have the authority to act on behalf of a client's mutual funds to transmit filing fees electronically so long as the client has executed and delivered (and has not revoked) a limited power of attorney to State Street granting said power.
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Name
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Title
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Authorized Signature
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Date
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Name
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Title
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Authorized Signature
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Date
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1) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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2) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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3) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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4) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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1) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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2) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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3) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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4) Name, Title
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Specimen Signature
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Amount Limit (If Any)
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Email
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Primary Phone Number
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Alternate Phone Number
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Authorized Signature
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Name
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Authorized Signature
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Date
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1.1
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Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, transfer agent for the Creation Units and dividend disbursing agent of the Trust and each Portfolio.
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1.2
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Transfer Agency Services.
In accordance with procedures established from time to time by agreement between the Fund, the Trust and each Portfolio, as applicable, and the Transfer Agent, the Transfer Agent shall:
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(i)
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establish each Authorized Participant's account in the applicable Portfolio on the Transfer Agent's recordkeeping system and maintain such account for the benefit of such Authorized Participant;
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(ii)
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receive and process orders for the purchase of Creation Units from the Distributor or the Trust, and promptly deliver payment and appropriate documentation thereof to the custodian of the applicable Portfolio as identified by the Trust (the "Custodian");
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(iii)
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generate or cause to be generated and transmitted confirmation of receipt of such purchase orders to the Authorized Participants and, if applicable, transmit appropriate trade instruction to the National Securities Clearance Corporation ("NSCC");
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(iv)
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receive and process redemption requests and redemption directions from the Distributor or the Trust and deliver the appropriate documentation thereof to the Custodian;
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(v)
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with respect to items (i) through (iv) above, the Transfer Agent may execute transactions directly with Authorized Participants;
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(vi)
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at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies, if any, to the redeeming Authorized Participant as instructed by the Distributor or the Trust ;
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(vii)
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prepare and transmit by means of DTC's book-entry system payments for any dividends and distributions declared by the Trust on behalf of the applicable Portfolio;
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(viii)
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record the issuance of Shares of the applicable Portfolio and maintain a record of the total number of Shares of each Portfolio which are issued and outstanding; and provide the Trust on a regular basis with the total number of Shares of each Portfolio which are issued and outstanding but Transfer Agent shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares to determine if there are authorized Shares available for issuance or to take cognizance of any laws relating to, or corporate actions required for, the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust and each Portfolio; and, excluding DTC or its nominee as the record or registered owner, the Transfer Agent shall have no obligations or responsibilities to account for, keep records of, or otherwise related to, the beneficial owners of the Shares;
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(ix)
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maintain and manage, as agent for the Trust and each Portfolio, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Creation Unit purchases and redemptions and the payment of a Portfolio's dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent in accordance with applicable law;
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(x)
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process any request from an Authorized Participant to change its account registration; and
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(xi)
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except as otherwise instructed by the Trust, the Transfer Agent shall process all transactions in each Portfolio in accordance with the procedures mutually agreed upon by the Trust and the Transfer Agent with respect to the proper net asset value to be applied to purchase orders received in good order by the Transfer Agent or by the Trust or any other person or firm on behalf of such Portfolio or from an Authorized Participant before cut-offs established by the Trust. The Transfer Agent shall report to the Trust any known exceptions to the foregoing.
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1.3
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Additional Services.
In addition to, and neither
in lieu
of nor in contravention of the services set forth in Section 1.2 above, the Transfer Agent shall perform the following services:
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(i)
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The Transfer Agent shall perform such other services for the Trust that are mutually agreed to in writing by the parties from time to time, for which the Fund will pay such fees as may be mutually agreed upon, including the Transfer Agent's reasonable expenses, which are required to perform such other services. Any extraordinary expenses shall be pre-approved by the Fund in writing and such approval shall not be unreasonably withheld. The provision of such services shall be subject to the terms and conditions of this Agreement.
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(ii)
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DTC and NSCC
. The Transfer Agent shall: (a) accept and effectuate the registration and maintenance of accounts, and the purchase and redemption of Creation Units in such accounts, in accordance with instructions transmitted to and received by the Transfer Agent by transmission from DTC or NSCC on behalf of Authorized Participants; and (b) issue instructions to a Portfolio's banks for the settlement of transactions between the Portfolio and DTC or NSCC (acting on behalf of the applicable Authorized Participant).
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1.4
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Authorized Persons.
the Fund, hereby agrees and acknowledges that the Transfer Agent may rely on the current list of authorized persons, including the Distributor, as provided or agreed to by the Trust and as may be amended from time to time, in receiving instructions to issue or redeem Creation Units. the Fund, the Trust and each Portfolio, agrees and covenants for itself and each such authorized person that any order or sale of or transaction in Creation Units received by it after the order cut-off time as set forth in the Prospectus or such earlier time as designated by such Portfolio (the "Order Cut-Off Time"), shall be effectuated at the net asset value determined on the next business day or as otherwise required pursuant to the applicable Portfolio's then-effective Prospectus, and the Fund, the Trust or such authorized person shall so instruct the Transfer Agent of the proper effective date of the transaction.
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1.5
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Anti-Money Laundering and Client Screening.
With respect to the Trust's or any Portfolio's offering and sale of Creation Units at any time, and for all subsequent transfers of such interests, the Trust or its delegate shall, to the extent applicable, directly or indirectly and to the extent required by law: (i) conduct know your customer/client identity due diligence with respect to potential investors and transferees in the Shares and Creation Units and shall obtain and retain due diligence records for each investor and transferee; (ii) use its best efforts to ensure that each investor's and any transferee's funds used to purchase Creation Units or Shares shall not be derived from, nor the product of, any criminal activity; (iii) if requested, provide periodic written verifications that such investors/transferees have been checked against the United States Department of the Treasury Office of Foreign Assets Control database for any non-compliance or exceptions; and (iv) perform its obligations under this Section in accordance with all applicable anti money laundering laws and regulations. In the event that the Transfer Agent has received advice from counsel that access to underlying due diligence records pertaining to the investors/transferees is necessary to ensure compliance by the Transfer Agent with relevant anti-money laundering (or other applicable) laws or regulations, the Fund or the Trust shall, upon receipt of written request from the Transfer Agent, provide the Transfer Agent copies of such due diligence records.
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1.6
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State Transaction ("Blue Sky") Reporting.
If applicable, the Trust shall be solely responsible for its "blue sky" compliance and state registration requirements.
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1.7
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Tax Law.
The Transfer Agent shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Trust, a Portfolio, any Creation Units, any Shares, a beneficial owner thereof, an Authorized Participant or the Transfer Agent in connection with the services provided by the Transfer Agent hereunder by the tax laws of any country or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Transfer Agent of the obligations imposed on the Fund, the Trust, a Portfolio, the Creation Units, the Shares, or the Transfer Agent in connection with the services provided by the Transfer Agent hereunder by the tax law of countries, states and political subdivisions thereof, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting.
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1.8
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The Transfer Agent shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.
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2.1
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Fee Schedule.
For the performance by the Transfer Agent of services provided pursuant to this Agreement, the Transfer Agent shall be entitled to receive the fees and expenses set forth in a written fee schedule.
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3.
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REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
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3.1
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It is a trust company duly organized and existing under the laws of the Commonwealth of Massachusetts.
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3.2
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It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), it will remain so registered for the duration of this Agreement, and it will promptly notify the Trust in the event of any material change in its status as a registered transfer agent.
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3.3
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It is duly qualified to carry on its business in the Commonwealth of Massachusetts.
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3.4
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It is empowered under applicable laws and by its organizational documents to enter into and perform the services contemplated in this Agreement.
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3.5
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All requisite organizational proceedings have been taken to authorize it to enter into and perform this Agreement.
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3.6
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It will remain in material compliance with all material laws and regulations applicable to it in the performance of its duties hereunder.
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4.
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REPRESENTATIONS AND WARRANTIES OF THE FUND
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4.1
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The Trust is a business trust duly organized, existing and in good standing under the laws of the state of its formation.
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4.2
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the Fund is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.
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4.3
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All requisite proceedings have been taken to authorize the Fund and the Trust to enter into, perform and receive services pursuant to this Agreement.
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4.4
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The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company.
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4.5
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A registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has been filed and will be effective and will remain effective during the term of this Agreement, and all necessary state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale.
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5.
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DATA ACCESS AND PROPRIETARY INFORMATION
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5.1
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the Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund or the Trust by the Transfer Agent as part of the Fund and the Trust's ability to access certain Trust-related data maintained by the Transfer Agent or another third party on databases under the control and ownership of the Transfer Agent ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or another third party. In no event shall Proprietary Information be deemed Authorized Participant information or the agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its officers and trustees and their agents, to:
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(i)
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use such programs and databases solely on the Fund's, the Trust's, or such agents' computers, or solely from equipment at the location(s) agreed to between the Fund and the Transfer Agent, and solely in accordance with the Transfer Agent's applicable user documentation;
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(ii)
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refrain from copying or duplicating in any way the Proprietary Information;
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(iii)
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refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;
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(iv)
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refrain from causing or allowing Proprietary Information transmitted from the Transfer Agent's computers to the Fund's, the Trust's, or such agents' computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
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(v)
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allow the Fund, the Trust or such agents to have access only to those authorized transactions agreed upon by the Fund and the Transfer Agent;
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(vi)
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honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.
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5.2
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Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
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5.3
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If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data, and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS AVAILABLE" BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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5.4
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If the transactions available to the Fund or the Trust include the ability to originate electronic instructions to the Transfer Agent in order to effect the transfer or movement of cash or Creation Units or transmit Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
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5.5
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Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
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6.
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PROPER INSTRUCTIONS
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7.1
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The Transfer Agent shall at all times act in good faith and without fraud, negligence or willful misconduct in its performance of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care, and that Section 4-209 of the Uniform Commercial Code is superseded by this Section.
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7.2
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In any event, unless otherwise agreed in writing between the parties, the Transfer Agent's cumulative liability for each calendar year (a "Liability Period") with respect to the services provided pursuant to this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust or the Portfolios including, but not limited to, any liability relating to qualification of the Trust or a Portfolio as a regulated investment company or any liability relating to the Trust's or a Portfolio's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "Compensation Period" shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Transfer Agent's liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Transfer Agent for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2015 shall be the date of this Agreement through December 31, 2015, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2016 and terminating on December 31, 2016 shall be the date of this Agreement through for any special, incidental, indirect, punitive or consequential damages, regardless of the form of action and even if the same were foreseeable.
|
8.
|
INDEMNIFICATION
|
8.1
|
The Transfer Agent shall not be responsible for, and the Fund, the Trust and each applicable Portfolio shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to:
|
(i)
|
all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence, fraud or willful misconduct;
|
(ii)
|
any breach of any representation, warranty or covenant of the Fund hereunder;
|
(iii)
|
the Fund's lack of good faith, gross negligence or willful misconduct;
|
(iv)
|
reliance upon, and any subsequent use of or action taken or omitted in good faith, by the Transfer Agent, or its agents or subcontractors on: (a) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, electronic data entry, electronic instructions or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or the Trust or any other person or firm authorized to act on behalf of the Fund or the Trust, including but not limited to any broker-dealer, third party administrator or previous transfer agent; (b) any Proper Instructions of the Fund; (c) any instructions or opinions of legal counsel to the Fund, the Trust or any Portfolio with respect to any matter arising in connection with the services to be performed by the Transfer
|
(v)
|
the offer or sale of Creation Units in violation of any requirement under federal or state securities laws or regulations requiring that such Creation Units be registered, or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Creation Units;
|
(vi)
|
the negotiation and processing of any checks, wires and ACH transmissions, including without limitation, for deposit into, or credit to, the Trust's demand deposit accounts maintained by the Transfer Agent;
|
(vii)
|
all actions relating to the transmission of the Fund, Trust, Creation Unit or Authorized Participant data through the NSCC clearing systems, if applicable; and
|
(viii)
|
any tax obligations under the tax laws of any country or of any state or political subdivision thereof, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed, imposed or charged against the Transfer Agent as transfer agent hereunder.
|
8.2
|
At any time the Transfer Agent may apply to any officer of the Fund or the Trust who is an Authorized Person for instructions, and may consult with legal counsel (which may be Trust counsel) with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Fund, the Trust and the applicable Portfolio for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust or the applicable Portfolio, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by machine readable input, electronic data entry or other similar means authorized by the Fund, the Trust and the Portfolios, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.
|
9.
|
ADDITIONAL COVENANTS OF THE TRUST AND THE TRANSFER AGENT
|
9.1
|
Delivery of Documents.
the Fund shall promptly furnish to the Transfer Agent the following:
|
(i)
|
A copy of the resolution of the Board of Trustees of the Trust certified by the Trust's Secretary authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement.
|
(ii)
|
A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto.
|
9.2
|
Certificates, Checks, Facsimile Signature Devices.
The Transfer Agent hereby agrees to establish and maintain facilities and procedures for safekeeping of any stock certificates, check forms and facsimile signature imprinting devices; and for the preparation or use, and for keeping account of, such certificates, forms and devices.
|
9.3
|
Records.
The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. Records may be surrendered in form in which they are maintained by the Transfer Agent. In the event that the Transfer Agent is requested or authorized by the Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Transfer Agent's personnel as witnesses or deponents, the Trust agrees that the Transfer Agent's time and expenses in a routine production hereunder will be treated as a reasonable expense under Section 1.3(i) above and that any extraordinary time and expenses, as well as the fees and expenses of the Transfer Agent's counsel, incurred in a production hereunder shall be treated as an extraordinary expense under Section 1.3(i) above.
|
9.4
|
Reports.
Upon reasonable request of the Fund, the Transfer Agent shall provide the Fund with a copy of the Transfer Agent's Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Transfer Agent shall use commercially reasonable efforts to provide the Fund with such reports or access to records as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.
|
10.
|
CONFIDENTIALITY AND USE OF DATA
|
10.1
|
All information provided under this Agreement by a party (the "Disclosing Party") to the other party (the "Receiving Party") regarding the Disclosing Party's business and operations shall be treated as confidential. Subject to Section 10.2 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party's other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 10.2 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
|
10.2
|
(i) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Transfer Agent (which term for purposes of this Section 10.2 includes each of its parent company, branches and affiliates
("
Affiliates
"))
may collect and store information regarding the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the the Fund or the Trust and the Transfer Agent
|
10.3
|
The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.
|
13.1
|
Except as provided in Section 14 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.
|
13.2
|
Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns.
|
13.3
|
This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 14.1, neither party shall make any commitments with third parties that are binding on the other party without the other party's prior written consent.
|
15.1
|
Amendment.
This Agreement may be amended by a written agreement executed by both parties.
|
15.2
|
Massachusetts Law. to Apply.
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts without giving effect to any conflicts of law rules thereof.
|
15.3
|
Force Majeure.
The Transfer Agent shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption; provided that Transfer Agent has notified the Fund promptly when it becomes aware of a specific occurrence or event and has used reasonable efforts to resolve the effects of the specific occurrence or event.
|
15.4
|
Data Protection.
The Transfer Agent will implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of the Trust's shareholders, employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, "personal information" shall mean (i) an individual's name (first initial and last name or first name and last name), address or telephone number
plus
(a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person's account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual's account. Notwithstanding the foregoing "personal information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
|
15.5
|
Survival.
All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.
|
15.6
|
Severability.
If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
|
15.7
|
Priorities Clause.
In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.
|
15.8
|
Waiver.
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. Any waiver must be in writing signed by the waiving party.
|
15.9
|
Entire Agreement.
This Agreement and any schedules, exhibits, attachments or amendments hereto constitute the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
|
15.10
|
Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
|
15.11
|
Reproduction of Documents.
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
|
15.12
|
Notices.
Any notice instruction or other instrument required to be given hereunder will be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following address or such other address as may be notified by any party from time to time:
|
(a)
|
If to Transfer Agent, to:
|
(b)
|
If to the Fund, to:
|
15.13
|
Interpretive and Other Provisions.
In connection with the operation of this Agreement, the Transfer Agent and the Fund on behalf of each of the Funds, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Trust's agreement and declaration of trust, by laws or the Trust's registration statement. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
|
15.14
|
Employment of Others.
The Transfer Agent may employ, engage, associate or contract with such person or persons, including, without limitation, affiliates and subsidiaries of the Transfer Agent, as the Transfer Agent may deem desirable to assist it in performing its duties under this Agreement without the consent of the Fund; provided, however, that the compensation of such person or persons shall be paid by the Transfer Agent and that the Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions under this Agreement.
|
15.15
|
Business Continuity/Disaster Recovery.
The Transfer Agent will implement and maintain reasonable disaster recovery and business continuity procedures that are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions of the Transfer Agent in a manner and time frame consistent with legal, regulatory and business requirements applicable to the Transfer Agent in its provision of services hereunder.
|
15.16.
|
Obligations of the Portfolios.
This Agreement is executed on behalf of the Board as Trustees and not individually, and the obligations of this Agreement are not binding upon any of the Fund's Trustees, officers or shareholders personally but are binding only upon the assets and property of the Fund. With respect to the obligations of each Portfolio arising hereunder, Transfer Agent shall look for payment or satisfaction of any such obligation solely to the assets of the Portfolio which such obligation relates as though Transfer Agent had separately contracted by separate written instrument with respect to each Portfolio, and in no event shall Transfer Agent have recourse, by set off or otherwise, to or against any assets of any other Portfolio.
|
PRINCIPAL EXCHANGE-TRADED FUNDS, INC.
|
|
PRINCIPAL MANAGEMENT CORPORATION
|
|
|
|
/s/ Michael J. Beer
|
|
/s/ Michael J. Beer
|
By:
____ ____________________________
|
|
By:
____ ____________________________
|
Name: Michael J. Beer
|
|
Name: Michael J. Beer
|
Title: President and Chief Executive Officer
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
/s/ Beth C. Wilson
|
|
|
By:
____ ____________________________
|
|
|
Name: Beth C. Wilson
|
|
|
Title: Secretary and Vice President
|
|
|
Series
|
|
Expiration
|
Principal Edge Active Income ETF
|
0.85%
|
10/31/2016
|
RE:
|
Registration Statement on Form N-1A
|
/s/ Elizabeth A. Nickles
|
|
E. A. Nickels
|
|