Principal Private Credit Fund I (Form: N-2/A, Received: 05/29/2024 14:06:45)

1933 Act File No. 333-278716

1940 Act File No. 811-23954

As filed with the Securities and Exchange Commission on May 29, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. 1

POST-EFFECTIVE AMENDMENT NO. __

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 1


PRINCIPAL PRIVATE CREDIT FUND I
(Exact Name of Registrant as Specified in Charter)

711 High Street
Des Moines, IA 50392
(515) 247-6651
(Address and telephone number, including area code, of principal executive offices)

John L. Sullivan
The Principal Financial Group
711 High Street
Des Moines, IA 50392
(Name and Address of Agent for Service)

Approximate Date of Commencement of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.


☐			If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒			If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
☐			If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐			If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐			If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):


☐			when declared effective pursuant to Section 8(c).

If appropriate, check the following box:


☐			This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐			This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.
☐			This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.
☐			This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______.

Check each box that appropriately characterizes the Registrant:


☒			Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
☐			Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☒			Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☐			A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐			Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐			Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
☐			If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☒			New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(A) MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus (Subject to Completion) dated May 29, 2024.

Prospectus Dated June 3, 2024

PRINCIPAL PRIVATE CREDIT FUND I

Principal Private Credit Fund I (the “Fund”) is a non-diversified, closed-end management investment company that continuously offers its shares of beneficial interest (the “Shares”). The Fund currently offers three classes of Shares: A, Institutional, and Y. The Fund's investment advisor is Principal Global Investors, LLC ("PGI"). The Fund intends to elect to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Fund’s investment objective is to seek to maximize total return, consisting of current income and capital appreciation. The Fund seeks to achieve its investment objective by opportunistically allocating its assets across a range of credit strategies. There can be no assurance that the Fund will achieve its investment objective.

The Fund is structured as an interval fund, which means it conducts quarterly repurchase offers of no less than 5% and no more than 25% of the Fund’s outstanding shares at net asset value (“NAV”). Repurchase offers of more than 5% are made solely at the discretion of the Fund’s Board of Trustees, and investors should not rely on any expectation of repurchase offers being made in excess of 5%. The Fund's first repurchase offer will have a repurchase request deadline that is no later than the end of the second calendar quarter after the effective date of the Fund's Registration Statement. Investors should consider the Fund’s shares illiquid. See "PERIODIC REPURCHASE OFFERS."

This Prospectus sets forth important information you should know before investing in the Shares. Please read this Prospectus carefully and retain it for future reference. A Statement of Additional Information (“SAI”) dated June 3, 2024, containing additional information about the Fund, has been filed with the Securities and Exchange Commission (the “SEC”). The SAI and, when available, the annual and semi-annual reports to shareholders and other information about the Fund can be obtained at no cost, and other shareholder inquiries can be made, by calling 1-800-222-5852 or by writing Principal Private Credit Fund I, P.O. Box 219971, Kansas City, MO 64121-9971, or you may access these documents on the Fund’s website at www.principalam.com/interval. This Prospectus incorporates by reference the entire SAI. The SAI, as well as material incorporated by reference into the Fund’s Registration Statement and other information regarding the Fund, are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov.

An investment in the Shares is speculative and involves a high degree of risk, including the risk of a loss of some or all of your investment. Please read the discussion of the risks of investing in the Fund under "INVESTMENT STRATEGIES AND RISKS” before buying Shares.

The Fund’s Shares have no history of public trading, are not listed, and the Fund does not currently intend to list its Shares for trading on any national securities exchange. There is currently no secondary market for its Shares, and the Fund does not expect a secondary market in its Shares to develop.

The amount of distributions that the Fund may pay, if any, is uncertain. In addition, the Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds, borrowings, and amounts from the Fund’s affiliates that are subject to repayment by investors.

The SEC has not approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Fund’s Shares are offered through Principal Funds Distributor, Inc., which is the exclusive distributor of Shares, on a best-efforts basis.


	Price to Public(1)	Maximum Sales Load	Proceeds to the Fund(1)
Per Class A Share	Current NAV, plus sales load	5.75%(2)	Amount invested at NAV, less sales load
Per Institutional Class Share	Current NAV	N/A	Amount invested at NAV
Per Class Y Share	Current NAV	N/A	Amount invested at NAV

(1)Shares will be sold on a continuous basis at a price equal to their current NAV per Share as of the date that the request to purchase shares is received and accepted by or on behalf of the Fund, plus, for Class A Shares, the applicable sales load. See “PLAN OF DISTRIBUTION.”

(2)The Maximum sales load is 5.75%, for purchases under $100,000; 4.75%, for purchases of $100,000 to under $250,000; 3.75%, for purchases of $250,000 to under $500,000; 2.50% for $500,000 to under $1,000,000; and 0.00%, for purchases of $1,000,000 and greater.


TABLE OF CONTENTS

FEE TABLE AND SUMMARY			6
FINANCIAL HIGHLIGHTS			9
THE FUND			9
INVESTMENT STRATEGIES AND RISKS			9
USE OF PROCEEDS			38
MANAGEMENT OF THE FUND			38
PLAN OF DISTRIBUTION			41
PURCHASING FUND SHARES			43
EXCHANGING FUND SHARES			50
PERIODIC REPURCHASE OFFERS			50
DETERMINATION OF NET ASSET VALUE			53
DISTRIBUTION AND DISTRIBUTION REINVESTMENT POLICIES			53
DESCRIPTION OF THE SHARES			55
TAX CONSIDERATIONS			56
REPORTS TO SHAREHOLDERS			58
ADDITIONAL INFORMATION			59
APPENDIX A - INTERMEDIARY-SPECIFIC SALES CHARGE WAIVERS AND REDUCTIONS			60

FEE TABLE AND SUMMARY

This is only a summary. You should review the more detailed information contained in this Prospectus and in the Statement of Additional Information ("SAI"). In particular, you should carefully read the risks of investing in the Fund's Shares discussed under "INVESTMENT STRATEGIES AND RISKS.”


The Fund			Principal Private Credit Fund I (the “Fund”) is a non-diversified, closed-end management investment company that continuously offers its shares of beneficial interest (the “Shares”). The Fund was organized as a Delaware limited liability company on December 1, 2023 but converted itself to a Delaware statutory trust on April 12, 2024. The Fund is operated as an “interval fund” (defined below). The Fund currently offers three classes of Shares: A, Institutional, and Y. See "THE FUND" for more information.
Management			Principal Global Investors, LLC (“PGI”), an indirect subsidiary of Principal Financial Group, Inc. ("Principal®"), serves as the manager and advisor for the Fund.


The Offering			The Fund’s Shares are offered on a continuous basis. Shares are offered at their current net asset value (“NAV”) per share, plus, with respect to Class A Shares, the applicable sales load. The minimum initial investment per investor is $100,000 for Institutional Class and Class Y Shares, and $25,000 for Class A Shares. Investors should carefully consider the Fund’s risks and investment objective. An investment in the Fund may not be appropriate for all investors and is not designed to be a complete investment program. The Fund’s Shares are offered on a best-efforts basis through Principal Funds Distributor, Inc. (the "Distributor") which is the exclusive distributor of Shares. The Fund and the Distributor reserve the right to reject any orders for any reason. See “PLAN OF DISTRIBUTION” for more information. An investment in the Fund’s Shares is speculative and involves a high degree of risk, including the risk of a loss of some or all of your investment. An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the Shares and should be viewed as a long-term investment.
Interval Fund Structure			The Fund is a closed-end “interval fund." To provide liquidity and the ability to receive NAV per share on a disposition of at least a portion of the Shares, the Fund has adopted a fundamental policy to offer to repurchase at least 5% and not more than 25% of its Shares at NAV per share on a regular quarterly schedule. Repurchase offers of more than 5% are made solely at the discretion of the Fund’s Board of Trustees, and investors should not rely on any expectation of repurchase offers being made in excess of 5%. Quarterly repurchase offers will occur in March, June, September and December. Written notification of each repurchase offer is sent to Shareholders of record at least 21 days before the repurchase offer deadline (i.e. the latest date on which Shareholders can tender their shares in response to a repurchase offer). Shareholders are not able to have their Shares redeemed or otherwise sell their Shares on a daily basis because the Fund is an unlisted closed-end fund. No Shareholder will have the right to require the Fund to repurchase its Shares, except as permitted by the Fund’s interval structure. No public market for the Shares exists, and none is expected to develop in the future. The Fund’s Shares are not listed on any national securities exchange, and the Fund does not currently intend to list its Shares for trading on any exchange. Consequently, Shareholders generally will not be able to liquidate their investment other than as a result of repurchases of their Shares by the Fund, and then only on a limited basis. See “PERIODIC REPURCHASE OFFERS” for more information.


Investment Objective			The Fund’s investment objective is to seek to maximize total return, consisting of current income and capital appreciation. There can be no assurance that the Fund will achieve its investment objective, be able to structure its investments as anticipated, or that its returns will be positive over any period of time.
Investment Strategies			Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in private credit investments (loans, bonds, and other credit instruments that are issued in private offerings or issued by private companies, and related equity securities (including equity securities added to debt instruments to make them more desirable, such as warrants or preferred equity securities)). These investments may be acquired directly from the issuer or in secondary market transactions. See "INVESTMENT STRATEGIES AND RISKS" for more information.
Summary of Principal Risks			The value of your investment in the Fund changes with the value of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund include, without limitation, risks related to the following: borrowing and leverage; liquidity; credit and interest rate; competition for investment opportunities; investing in loans; prepayment; non-diversification; valuation; middle-market companies; incentive fee; co-investment opportunities; the Fund's closed-end structure; and repurchase offers. See "INVESTMENT STRATEGIES AND RISKS" for a detailed description of the risks.


Borrowing and Leverage			The Fund employs leverage by borrowing funds for investment purposes, to meet repurchase requests, and for temporary, extraordinary or emergency purposes.
Distributions			The Fund intends to distribute most or all of its net earnings and realized gains, if any, in the form of dividends from net investment income (“dividends”) and distributions of net realized capital gains (“capital gain distributions,” and together with dividends, “distributions”). The Fund intends to declare and distribute dividends to Shareholders of record on at least a quarterly basis. Net realized capital gain distributions, if any, are usually declared and paid in December for the prior twelve-month period ending October 31. The Fund does not have a fixed distribution rate nor does it guarantee that it will pay any distributions in any particular period.


Service Providers	Principal Underwriter and Distributor:	Principal Funds Distributor, Inc.
	Administrator:	Principal Global Investors, LLC
	Transfer Agent and Dividend Paying Agent:	Principal Shareholder Services, Inc.
	Custodians of the Fund’s Assets:	The Bank of New York Mellon and Computershare Trust Company, N.A.
	Independent Registered Public Accounting Firm:	Ernst & Young, LLP

	See “MANAGEMENT OF THE FUND” for more information.

Summary of Fund Expenses

The following table summarizes the expenses of the Fund and is intended to assist shareholders and potential investors in understanding the various costs and expenses that they will bear, directly or indirectly, by investing in the Fund. Each figure below relates to a percentage of the Fund’s daily NAV over the course of a year. For a more complete description of the various fees and expenses of the Fund, see "PURCHASING FUND SHARES."


	Share Class
	A	Institutional	Y
Shareholder Transaction Expenses
Maximum Sales Load (percentage of offering price)(1)	5.75%	N/A	N/A
Dividend Reinvestment and Cash Purchase Plan Fees	None	None	None
Annual Fund Expenses (as a percentage of net assets attributable to Shares)
Management Fee(2)	1.25%	1.25%	1.25%
Incentive Fee(3)	—%	—%	—%
Distribution and/or Service (12b-1) Fees	0.25%	—%	—%
Interest Payments on Borrowed Funds	1.66%	1.66%	1.66%
Other Expenses(4)	217.89%	177.89%	2.74%

Total Annual Fund Expenses	221.05%	180.80%	5.65%
Fee Waiver and/or Expense Reimbursement(5)	(216.79)%	(176.84)%	(1.89)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(6)	4.26%	3.96%	3.76%

(1)You may qualify for sales charge discounts on purchases of Class A shares if you and your family invest at least $100,000 in the Fund. More information about these and other discounts is available under PURCHASING FUND SHARES.

(2)The Management Fee includes the fee paid to PGI. See “MANAGEMENT OF THE FUND."

(3)The Fund anticipates that it may have interest income that could result in the payment of an incentive fee to PGI during certain periods. The incentive fee, however, is based on the Fund’s net investment income and will not be paid unless the Fund's net investment income is in excess of a hurdle rate, subject to a "catch-up" feature. The Fund expects the incentive fee the Fund pays to increase to the extent the Fund earns greater interest income through its investments. See “PURCHASING FUND SHARES – Fees and Expenses” for a full explanation of how the incentive fee is calculated.

(4)Based on estimated amounts for the current fiscal year. The estimated “Other Expenses” for Class A and Institutional Class shares were calculated based on the low assets under management (AUM) expected for those share classes in the first fiscal year. During that fiscal year, PGI anticipates limited marketing and sales of Class A and Institutional Class shares compared to Class Y shares. Given the expected low AUM for Class A and Institutional Class shares, there is a greater impact on their “other expenses” from fixed expenses, such as registration fees. Actual fees and expenses may be greater or less than those shown. Includes amounts paid under an Administration Agreement between the Fund and PGI as administrator.

(5)PGI has contractually agreed to limit the Fund's expenses by paying, if necessary, expenses normally payable by the Fund (excluding incentive fees, interest expense on fund borrowings (but including other expenses associated with the credit facility), expenses related to fund investments, acquired fund fees and expenses, and tax reclaim recovery 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 2.60% on Class A shares, 2.30% on Institutional Class shares, and 2.10% on Class Y shares. It is expected that the expense limits will continue through the period ending July 31, 2025; however, the Fund and PGI, the parties to the agreement, may mutually agree to terminate the expense limits prior to the end of the period. Subject to applicable expense limits, the Fund may reimburse PGI for expenses incurred by PGI during the current fiscal year and the previous two fiscal years.

(6)To the extent the Fund utilizes a derivative instrument such as a swap agreement, associated costs are embedded in the cost of the instrument, and the Fund’s return from such instrument will be net of such expenses and any other expenses associated with the instrument.

The above Summary of Fund Expenses table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information about management fees, incentive fees, fee waivers, and other expenses is available under PURCHASING FUND SHARES.

Example

The following example illustrates the hypothetical Annual Fund Expenses that you would pay on an investment in the Fund. The Example assumes that you invest $1,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year, all dividends and distributions are reinvested at NAV per share, and the Fund’s operating expenses remain the same. The calculation of costs takes into account any applicable contractual fee waivers and/or expense reimbursements for the period noted in the table above. The Example should not be considered a representation of the Fund's future expenses. Your actual expenses may be higher or lower than those shown.


Class	1 Year	3 Years	5 Years	10 Years
A(1)	$98	$1,000	N/A	N/A
Institutional(1)	40	1,000	N/A	N/A
Y	38	151	264	538

(1)Because of the estimated high expense ratios for the Class A and Institutional Class shares for periods in which a contractual fee waiver and/or fee reimbursement is not in effect, the value of your $1,000 investment in those share classes is expected to be zero for the 3‑, 5‑, and 10‑year time periods. The estimated expense ratios for Class A and Institutional Class shares were calculated based on the low assets under management (AUM) expected for those share classes in the first fiscal year. During that fiscal year, PGI anticipates limited marketing and sales of Class A and Institutional Class shares compared to Class Y shares. Given the expected low AUM for Class A and Institutional Class shares, there is a greater impact on their “other expenses” from fixed expenses, such as registration fees.

FINANCIAL HIGHLIGHTS

Because the Fund is newly organized and its Shares have not previously been offered, the Fund does not have any financial history as of the date of this prospectus. Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual reports when they are prepared.

THE FUND

The Principal Private Credit Fund I (the “Fund”) is a non-diversified closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund continuously offers its shares of beneficial interest (the “Shares”) and is operated as an “interval fund."

The Fund currently offers three classes of Shares: A, Institutional, and Y. The Fund may offer additional classes of Shares in the future.

The Fund was organized as a Delaware limited liability company on December 1, 2023 but converted itself to a Delaware statutory trust on April 12, 2024. As a statutory trust, the Fund will operate pursuant to an Agreement and Declaration of Trust (the "Declaration") governed by the State of Delaware. The Fund has no operating history. The Fund’s principal office is located at 711 High Street, Des Moines, Iowa 50392.

The Fund is managed by Principal Global Investors, LLC (“PGI”).

INVESTMENT STRATEGIES AND RISKS

Except for Fundamental Restrictions described in the Fund’s Statement of Additional Information (“SAI”), the Fund's Board of Trustees may change the Fund's objective or investment strategies without a shareholder vote. If there is a material change to the Fund's investment objective or investment strategies, you should consider whether the Fund remains an appropriate investment for you.

Objective

The Fund’s investment objective is to seek to maximize total return, consisting of current income and capital appreciation.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in private credit investments (loans, bonds, and other credit instruments that are issued in private offerings or issued by private companies, and related equity securities (including equity securities added to debt instruments to make them more desirable, such as warrants or preferred equity securities)). These investments may be acquired directly from the issuer or in secondary market transactions.

Under normal circumstances, it is expected that the Fund will be primarily invested in privately originated and privately negotiated investments in lower and core middle market U.S. issuers through first and second lien senior secured loans, unitranche loans, and mezzanine debt. PGI considers issuers with $5 million to $50 million in earnings before interest, taxes, depreciation, and amortization (“EBITDA”) as lower and core middle market. The Fund may, however, make investments in issuers outside of this EBITDA range and/or to non-U.S. issuers. The Fund expects to focus on variable-rate investments.

Most of the Fund’s investments will be illiquid. The Fund is classified as a “non-diversified” investment company under the 1940 Act, which means that it may invest a high percentage of its assets in a limited number of issuers and may invest a larger proportion of its assets in a single issuer. In addition, the Fund will seek to invest in negotiated co-investments with its affiliates pursuant to an exemptive order granted by the SEC.

The Fund expects to establish a credit facility with one or more lenders to borrow money to pay expenses, to provide the Fund with necessary liquidity (including with respect to repurchase offers), and to finance the acquisition of, or refinance, one or more investments, among other potential uses. Subject to prevailing market conditions, the Fund may add financial leverage if, immediately after such borrowing, it would have asset coverage (as defined in the 1940 Act) of 300% or more (for leverage obtained through debt). For example, if the Fund has $100 in net assets, it may utilize leverage through obtaining debt of up to $50, resulting in $150 in total assets (or 300% asset coverage). The Fund may use leverage opportunistically and may choose to increase or decrease its leverage at any time based on the Fund’s assessment of market conditions and the investment environment.

The Fund’s diligence process in selecting investments includes consideration of downside risk, recurring recession-resistant cash flows, sustainable margins, and cash flow conversion. The Fund analyzes financial performance data and company key performance indicators to help select its investments. Additionally, the Fund considers financial models, which typically include stress tests of key risks for each investment, as well as economic environment modeling (including recessions and inflationary periods). The Fund also generally considers EBITDA and enterprise value multiple compression and the cost of distress in its downside financial modeling. Additionally, the Fund typically consults both external and internal proprietary credit ratings and utilizes quantitative models to confirm its overall assessment and challenge biases. The Fund also frequently leverages quality of earnings reports to provide validation and insights into financial statements, tax diligence for information regarding liability and cash flows for debt servicing, and consultant reports and market studies to understand market share, and industry position and trends.

The Fund focuses primarily on new loan originations and generally does not expect to seek debt trading at a discount as a primary investment objective. Capital appreciation will be sought through several common features of the loans in which the Fund seeks to invest. For example, the Fund’s loans are typically structured with original issue discount (“OID”) and often also a call premium if a loan is prepaid within a certain period. The OID supports capital preservation, as the loan is issued at a price less than par, while also providing incremental return as the OID accretes to maturity, as well as upside to performance if the loan does prepay. Additionally, a small portion of the Fund is intended to be invested in baskets of selective second lien and non-senior investment opportunities, including originating second-lien and mezzanine loans and, holding company payment‑in‑kind (PIK) notes. These select investments potentially offer further diversification and increase the overall portfolio return potential.

Investment Process and Monitoring

The Fund’s middle market direct lending team focuses on relationship lending by providing flexible financing solutions to both sponsor-backed and non-sponsored companies throughout North America. The team consists of over 30 professionals dedicated to direct lending with over 225 years of combined middle market direct lending experience across 15 middle market direct lending firms. The team’s credit investing experience spans across many significant industries and through multiple credit cycles. The Fund’s investment process begins with an intentional approach to portfolio construction, which prioritizes more recession-resilient industries with high cash flow margins and more recurring business models. Through a detailed underwriting process, the Fund seeks to establish covenants and other documentation provisions around key risks, and the Fund’s disciplined process results in a highly selective investment process. The Fund’s process focuses on identifying credit opportunities with a clear investment thesis and limited downside risk. Importantly, investments are underwritten to stress‑case scenarios, based on historic cycles and potential negative future outcomes. The Fund also has set portfolio construction objectives and guidance around industry allocation. Finally, the Fund continually monitors the credit quality of the portfolio with the goal of identifying and addressing any credit issues well in advance of a negative event. This monitoring typically involves ongoing monthly and quarterly reporting documents and financials from the borrower to support continued engagement on the financial health of the borrower.

Principal Risks

The value of your investment in the Fund changes with the value of the Fund's investments. Many factors affect that value, and it is possible to lose money by investing in the Fund. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of investing in the Fund, in alphabetical order, are:

Bank Loans Risk. Changes in economic conditions are likely to cause issuers of bank loans (also known as senior floating rate interests) to be unable to meet their obligations. In addition, the value of the collateral securing the loan (if any) may decline, causing a loan to be substantially unsecured. Underlying credit agreements governing the bank loans, reliance on market makers, priority of repayment, and overall market volatility may harm the liquidity of loans.

Borrowing Risk. Borrowing can increase fund expenses due to interest payments to lenders and related expenses. Such borrowing also might reduce the fund’s return if the yield on the investments purchased is less than the borrowing costs.

Closed-End Structure Risk. The Fund is a closed-end management investment company structured as an “interval fund." Closed-end funds differ from open-end management investment companies, commonly known as “mutual funds,” in that investors in a closed-end fund do not have the right to redeem their shares daily at a price based on net asset value per share. There is no secondary market for the Shares, and the Fund does not expect a secondary market will develop. You may not be able to sell your Shares when and/or in the amount that you desire.

Co-Investment Opportunities Risk. The 1940 Act generally prohibits a closed-end fund from entering into negotiated co-investments with affiliates absent an exemptive order from the SEC. The SEC has granted the Fund such an order. Co-investments made under the order are subject to compliance with the conditions and other requirements contained in the order, which could limit the Fund’s ability to participate in a co-investment transaction.

Competition for Investment Opportunities Risk. The Fund competes for investments with other closed-end funds and investment funds, as well as traditional financial services companies such as commercial banks and other sources of funding. Many of the Fund’s competitors are substantially larger and may have considerably greater resources than the Fund. These characteristics could allow the Fund’s competitors to consider a wider variety of investments, establish more relationships, and pay more competitive prices for investments than the Fund is able to do. The Fund may lose investment opportunities if it does not match its competitors’ pricing. If the Fund is forced to match its competitors’ pricing, it may not be able to achieve acceptable returns on its investments or may bear substantial risk of capital loss. A significant increase in the number and/or the size of the Fund’s competitors could force it to accept less attractive investment terms.

Credit Risk. Credit risk refers to the likelihood that an issuer will be unable to make principal and/or interest payments on its outstanding debt obligations when due. The Fund’s return to investors would be adversely affected if an issuer of debt in which the Fund invests becomes unable to make such payments when due.

Incentive Fee Risk. The incentive fee payable by the Fund to PGI may create an incentive for PGI to make investments on the Fund’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to PGI is determined may encourage PGI to use leverage to increase the return on the Fund’s investments.

Interest Rate Risk. General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on the Fund’s investments and investment opportunities and, accordingly, may have a material adverse effect on the Fund’s rate of return on invested capital, the Fund’s net investment income, and the Fund’s net asset value. If general interest rates rise, there is a risk that the portfolio companies in which the Fund holds floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents.

Investments in Loans Risk. The Fund invests in loans, either through primary issuances or in secondary transactions. The value of the Fund’s loans may be detrimentally affected to the extent a borrower defaults on its obligations. There can be no assurance that any collateral associated with a loan will retain its value. Furthermore, circumstances could arise (such as in the bankruptcy of a borrower) that could cause the Fund’s security interest in the loan’s collateral to be invalidated.

Leverage Risk. Leverage created by borrowing or certain types of transactions or investments may impair the fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase volatility of the fund’s net asset value, or diminish the fund’s performance.

Key Personnel Risk. PGI depends on the diligence, skill, and network of business contacts of certain professionals. PGI also depends, to a significant extent, on the information and deal flow generated by these investment professionals in the course of their investment and portfolio management activities. The Fund’s success depends on the continued service of such personnel. The departure of any of the senior managers of PGI, or of a significant number of the investment professionals of PGI, could have a material adverse effect on the Fund’s ability to achieve its investment objective.

Liquidity Risk. Certain Fund holdings may be deemed to be less liquid or illiquid because they cannot be readily sold without significantly impacting the value of the holdings. Trading volume, lack of a market maker, or legal restrictions may impair the Fund’s ability to sell particular securities at an advantageous price.

Market Volatility and Securities Issuers. The value of a Fund’s portfolio securities may decrease in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. The value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services. As a result, the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

Additionally, U.S. and world economies, as well as markets (or certain market sectors), may experience greater volatility in response to the occurrence of natural or man-made disasters and geopolitical events, such as war, acts of terrorism, pandemics, military actions, trade disputes, or political instability. Moreover, if the Fund’s investments are concentrated in certain sectors, its performance could be worse than the overall market.

Middle-Market Companies Risk. Investments in middle-market companies, which often presenting greater opportunities for growth, may also entail larger risks than are customarily associated with investments in large companies. Middle-market companies may have more limited product lines, capitalization, markets, and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, there is generally little public information about these companies.

New/Small Fund Risk. The Fund commenced operations on June 3, 2024. Investment positions may have a disproportionate impact (negative or positive) on performance in a newer and smaller fund. Newer and smaller funds may also require a period of time before they are invested in securities that meet their investment objectives and policies and achieve a representative portfolio composition. Newer funds have limited performance histories for investors to evaluate, and newer and smaller funds may not attract sufficient assets to achieve investment and trading efficiencies.

No Prior History Risk. The Fund is newly organized closed-end management investment company with no history of operations and is designed for long-term investors and not as a trading vehicle.

Non-Diversification Risk. A non-diversified fund may invest a high percentage of its assets in the securities of a small number of issuers and is more likely than diversified funds to be significantly affected by a specific security’s poor performance.

Prepayment Risk. Prepayment risk relates to the early repayment of principal on a loan or debt security. PGI is generally unable to predict the rate and frequency of such repayments. Having the loan or other debt instrument repaid early may have the effect of reducing the Fund’s actual investment income below its expected investment income if the capital returned cannot be invested in transactions with equal or greater yields.

Repurchase Offers Risk. Repurchase offers and the need to fund repurchase obligations may affect the ability of the Fund to be fully invested or may force the Fund to maintain a higher percentage of its assets in liquid investments (including by borrowing to obtain such investments), which may harm the Fund’s investment performance. Moreover, a reduction in the size of the Fund through repurchases may result in untimely sales of portfolio securities (with associated transaction costs, which may be significant), may increase the Fund’s portfolio turnover, and may limit the ability of the Fund to participate in new investment opportunities or to achieve its investment objective. If a repurchase offer is oversubscribed, the Fund will repurchase the Shares tendered on a pro rata basis, and Shareholders will have to wait until the next repurchase offer to make another repurchase request. As a result, Shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer.

Senior Secured Loans Risk. It is expected that when the Fund makes a senior secured term loan investment (either first or second lien) in an issuer, it will generally take a security interest in the issuer’s assets, which the Fund expects to help mitigate the risk that it will not be repaid. There is a risk, however, that the collateral securing the Fund’s loans may be inadequate to repay the loan. The fact that a loan is secured does not guarantee that the Fund will receive principal and interest payments according to the loan’s terms. Further, the Fund’s second lien loans will be subordinated to an issuer’ first lien loans. Second lien loans are subject to the additional risk that the cash flow of the related obligor and the property securing the second lien loan may be insufficient to repay the scheduled payments to the lender after giving effect to any senior secured obligations of the obligor, such as a first lien loan. This may result in an above average amount of risk and loss or principal for a second lien loan. Second lien loans are expected to be more illiquid than first lien loans.

Sourcing of Suitable Assets Risk. No assurance can be given that PGI will be able to find enough appropriate investments that meet the Fund’s investment criteria.

Unitranche Loan Risk. Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated loans. Unitranche loans typically provide for loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity, with a contractual requirement for excess cash flow sweeps that reduce the average life of the loan. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other amounts due, or to choose to participate only in the “last out” tranche, which is generally paid after the “first out” tranche is paid. The Fund intends to participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans.

Valuation Risk. There is not a readily available market value for many of the Fund’s private investments. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s private investments may differ significantly from the values that would have been used had a readily available market value existed and may differ materially from the amounts the Fund may realize on any disposition of such investments. In addition, the impact of changes in the market environment and other events on the fair values of the Fund’s private investments may differ from the impact of such changes on the readily available market values for the Fund’s other investments. Accordingly, it is possible that the stated NAV of the Fund on any given date, as calculated based on such valuations, will not be accurate. Such inaccuracies could adversely affect investors in the Fund if Shares are purchased or redeemed at a price other than their true value. In addition, if the Fund's gross asset value is overstated, investors would be adversely affected by higher fees payable to PGI.

Additional Information about Investment Strategies and Risks

The following provides additional information about principal and non-principal (meaning they are relevant to the Fund but to a lesser degree than those designated as principal) investment strategies of the Fund and their related risks. The Fund is also subject to the risks of any underlying funds in which it invests. in addition, the following provides more information about the Fund's investment process and monitoring of existing investments.

Bank Loans (also known as Senior Floating Rate Interests) (Principal)

Bank loans typically hold the most senior position in the capital structure of a business entity, are secured by specific collateral, and have a claim on the borrower's assets and/or stock that is senior to that held by the borrower's unsecured subordinated debtholders and stockholders. The proceeds of bank loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes. Bank loans are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the bank loan. The Fund may purchase bank loans that are rated below-investment-grade (sometimes called “junk”) or will be comparable if unrated, which means they are more likely to default than investment-grade loans. A default could lead to non-payment of income which would result in a reduction of income to the Fund, and there can be no assurance that the liquidation of any collateral would satisfy the borrower's obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated. Most bank loans are not traded on any national securities exchange. Bank loans generally have less liquidity than investment-grade bonds and there may be less public information available about them. Bank loan interests may not be considered “securities,” and purchasers therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws.

The primary and secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may cause the Fund to be unable to realize full value and thus cause a material decline in the Fund's net asset value. Because transactions in bank loans may be subject to extended settlement periods, the Fund may not receive proceeds from the sale of a bank loan for a period of time after the sale. As a result, sale proceeds may not be available to make additional investments or to meet the Fund’s redemption obligations for a period of time after the sale of the bank loans, which could lead to the Fund having to sell other investments, borrow to meet obligations, or borrow to remain fully invested while awaiting settlement.

Bank loans pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank, the Secured Overnight Financing Rate (SOFR), a similar reference rate, or the prime rate offered by one or more major U.S. banks.

Bank loans generally are subject to mandatory and/or optional prepayment. Because of these prepayment conditions and because there may be significant economic incentives for the borrower to repay, prepayments may occur.

Borrowings (Principal)

The Fund may borrow for investment purposes, to meet repurchase requests and for temporary, extraordinary, or emergency purposes. In addition, the Fund may issue shares of preferred stock (although the Fund does not have any current plans to do so). Under the 1940 Act, the Fund is permitted to incur indebtedness to the extent that the Fund's asset coverage with respect to its outstanding senior securities representing indebtedness, as defined under the 1940 Act, is at least 300% immediately after each such borrowing. In addition, the Fund is permitted to issue preferred stock to the extent that the Fund's asset coverage, which also reflects any outstanding borrowings, is at least 200% immediately after issuance. The 1940 Act also provides that the Fund may not declare distributions or purchase its stock (including through tender offers), if immediately after doing so it will have an asset coverage ratio of less than 300% or 200%, as applicable.

To the extent the Fund borrows more money than it has cash or short-term cash equivalents and invests the proceeds, it will create financial leverage. The use of borrowing for investment purposes increases both investment opportunity and investment risk.

The Fund intends to borrow money through a credit facility or other arrangements to achieve its investment objective.

The following table is designed to illustrate the effects of leverage on total return of shares of our shares of beneficial interest, assuming hypothetical annual investment portfolio total returns, net of expenses (consisting of income and changes in the value of investments held in our portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns that we expect to experience. Actual returns may be higher or lower than those appearing in the table.


Assumed Return on Portfolio (Net of Expenses)	(10)%	(5)%	—%	5%	10%
Corresponding Return to Common Shareholder(1)	(14)%	(9)%	(4)%	1%	6%

(1)The calculation assumes (i) total assets as of February 29, 2024, (ii) a cost of funds of 7.98%, (iii) $20.2 million in borrowings outstanding. “Corresponding return to common stockholder” is composed of two elements: Our net investment income and gains or losses on the value of the securities we own.

Cash Management (Non-Principal)

The Fund may have uninvested cash balances pending investment in other securities, pending payment of repurchases, or in other circumstances where liquidity is necessary or desirable. The Fund may hold uninvested cash; invest it in cash equivalents such as money market funds, including the Principal Funds, Inc. Government Money Market Fund; and/or invest in other instruments that those managing the Fund’s assets deem appropriate for cash management purposes. Generally, these types of investments offer less potential for gains than other types of securities. For example, to attempt to provide returns similar to its benchmark, the Fund may invest uninvested cash in derivatives, such as stock index futures contracts, or exchange-traded funds (“ETFs”), including Principal Exchange-Traded Funds ETFs. In selecting such investments, PGI may have conflicts of interest due to economic or other incentives to make or retain an investment in certain affiliated funds instead of in other investments that may be appropriate for the Fund.

Closed-End Structure (Principal)

The Fund is a closed-end management investment company structured as an “interval fund” and designed primarily for long-term investors. There is no secondary market for the Shares, and the Fund does not expect a secondary market will develop. An investor should not invest in the Fund if the investor needs a liquid investment. Closed-end funds differ from open-end management investment companies, commonly known as “mutual funds,” in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis at a price based on NAV per share. The Fund, as a fundamental policy, will make quarterly offers to repurchase at least 5%, and up to 25%, of its outstanding Shares at NAV per share, reduced by any applicable repurchase fee, subject to approval of the Board. However, the number of Shares tendered in connection with a repurchase offer may exceed the number of Shares the Fund has offered to repurchase, in which case not all of your Shares tendered in that offer will be repurchased. Hence, you may not be able to sell your Shares when and/or in the amount that you desire.

Co-Investment Opportunities (Principal)

The 1940 Act generally prohibits a closed-end fund from entering into negotiated co-investments with affiliates absent an order from the SEC. The SEC has granted the Fund exemptive relief that allows it to enter into certain negotiated co-investment transactions alongside with other funds managed by PGI or its affiliates and/or its affiliated insurance company in a manner consistent with its investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, the Fund is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of its eligible trustees make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Fund and the Fund’s shareholders and do not involve overreaching in respect of the Fund or the Fund’s shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with the Fund’s investment objective and strategies. Co-investments made under the Order are subject to compliance with the conditions and other requirements contained in the Order, which could limit the Fund’s ability to participate in a co-investment transaction.

Commodity Futures Trading Commission (“CFTC”) Regulation (Non-Principal)

PGI claims an exclusion from the definition of the term “commodity pool operator” in accordance with CFTC Regulation 4.5 so that PGI is not subject to registration or regulation as a commodity pool operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with respect to the Fund. To maintain the exclusion for PGI, the Fund must invest no more than a prescribed level of its liquidation value in certain futures, certain swap contracts and certain other derivatives subject to the CEA’s jurisdiction, and the Fund must not market itself as providing investment exposure to such instruments. If the Fund’s investments no longer qualify PGI for the exclusion, PGI may be subject to the CFTC’s CPO registration requirements with respect to the Fund, and the disclosure and operations of the Fund would need to comply with all applicable regulations governing commodity pools registered as investment companies under the 1940 Act and commodity pool operators. Compliance with the additional registration and regulatory requirements may increase operating expenses. Other potentially adverse regulatory initiatives could also develop.

Competition for Investment Opportunities (Principal)

The Fund competes for investments with other closed-end funds and investment funds, as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested. As a result of these new entrants, competition for investment opportunities may intensify. Many of the Fund’s competitors are substantially larger and may have considerably greater financial, technical, and marketing resources than the Fund. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to the Fund. In addition, some of the Fund’s competitors may have higher risk tolerances or different risk assessments than it has. These characteristics could allow the Fund’s competitors to consider a wider variety of investments, establish more relationships, and pay more competitive prices for investments than the Fund is able to do. The Fund may lose investment opportunities if it does not match its competitors’ pricing. If the Fund is forced to match its competitors’ pricing, it may not be able to achieve acceptable returns on its investments or may bear substantial risk of capital loss. A significant increase in the number and/or the size of the Fund’s competitors could force it to accept less attractive investment terms. Furthermore, many of the Fund’s competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on it as a closed-end fund.

Confidential Information Access (Non-Principal)

In managing the Fund or other client assets, PGI may have material non-public information about the issuers of certain investments, including, without limit, bonds and related investments being considered for acquisition by the Fund or held in the Fund’s portfolio. For example, an issuer of privately placed bonds considered by the Fund may offer to provide PGI with financial information and related documentation regarding the issuer that is not publicly available. Because of prohibitions on trading in securities of issuers while in possession of such information, the Fund might be unable, potentially for a substantial period of time, to enter into a transaction in a security of that issuer when it would otherwise be advantageous to do so. In such circumstances, the Fund may be disadvantaged in comparison to other investors, including with respect to the price the Fund pays or receives when it buys or sells an investment. Pursuant to applicable policies and procedures, PGI may determine to receive such confidential information in certain circumstances, or PGI may (but is not required to) seek to avoid receipt of confidential information about the issuer to avoid possible restrictions on its ability to purchase and sell investments. Further, PGI's and the Fund’s abilities to assess the desirability of proposed consents, waivers, or amendments with respect to certain investments may be compromised if they are not privy to available confidential information.

Convertible Securities (Non-Principal)

Convertible securities are usually fixed-income securities that a fund has the right to exchange for equity securities at a specified conversion price. Convertible securities could also include corporate bonds, notes, or preferred stocks of U.S. or foreign issuers. Convertible securities allow a fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, a fund may hold fixed-income securities that are convertible into shares of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached $12, the fund could realize an additional $2 per share by converting its fixed-income securities.

Convertible securities have lower yields than comparable fixed-income securities. In addition, at the time a convertible security is issued, the conversion price exceeds the market value of the underlying equity securities. Thus, convertible securities may provide lower returns than non-convertible fixed-income securities or equity securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit a fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.

Depending on the features of the convertible security, a fund will treat a convertible security as a fixed-income security, equity security, or preferred security for purposes of investment policies and limitations because of the unique characteristics of convertible securities. Funds that invest in convertible securities may invest in convertible securities that are below investment grade (sometimes referred to as “junk”). Many convertible securities are relatively illiquid.

“Covenant-Lite” Loans (Non-Principal)

Some of the loans in which the Fund may invest directly or indirectly may be “covenant-lite” loans, which means the loans contain fewer maintenance covenants than other loans (in some cases, none) and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by the Fund in a covenant-lite loan may potentially hinder the ability to reprice credit risk associated with the issuer and reduce the ability to restructure a problematic loan and mitigate potential loss. The Fund may also experience delays in enforcing its rights on its holdings of covenant-lite loans. As a result of these risks, the Fund’s exposure to losses may be increased, which could result in an adverse impact on the Fund’s net income and net asset value.

Credit Risk (Principal)

One of the fundamental risks associated with the Fund’s investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. The Fund’s return to investors would be adversely impacted if an issuer of debt in which the Fund invests becomes unable to make such payments when due.

Although the Fund may make investments that PGI believes are secured by specific collateral, the value of which may initially exceed the principal amount of such investments or the Fund’s fair value of such investments, there can be no assurance that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments with respect to such investment, or that such collateral could be readily liquidated. Furthermore, the Fund’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of a senior lender, to the extent applicable. Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In addition, loans may provide for payments-in-kind, which have a similar effect of deferring current cash payments. In such cases, an issuer’s ability to repay the principal of an investment may depend on a liquidity event or the long-term success of the company, the occurrence of which is uncertain.

With respect to the Fund’s investments in any number of credit products, if the borrower or issuer breaches any of the covenants or restrictions under the credit agreement that governs loans of such issuer or borrower, it could result in a default under the applicable indebtedness as well as the indebtedness held by the Fund. Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. This could result in an impairment or loss of the Fund’s investment or a pre-payment (in whole or in part) of the Fund’s investment.

Companies in which the Fund invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment or the continuation or worsening of the current (or any future) economic and financial market downturns and dislocations. As a result, companies that the Fund expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position or may otherwise have a weak financial condition or experience financial distress.

Cyber Security Issues (Non-Principal)

The Fund and its service providers are subject to cyber security risks, which include, among others: theft, misuse or corruption of data maintained online or digitally; denial of service attacks on websites; the loss or unauthorized release of confidential and proprietary information; operational disruption; and various other forms of cyber security breaches. Cyber-attacks against or security breakdowns of a Fund or its service providers may harm the Fund and its shareholders, potentially resulting in, among other things, financial losses, the inability of Fund shareholders to transact business, inability to calculate the Fund’s NAV, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance and remediation costs. Cyber security risks may also affect issuers of securities in which the Fund invests, potentially causing the Fund’s investment in such issuers to lose value. Despite risk management processes, there can be no guarantee that the Fund will avoid losses relating to cyber security risks or other information security breaches.

Derivatives (Non-Principal)

Generally, a derivative is a financial arrangement, the value of which is derived from, or based on, a traditional security, asset, or market index. The Fund may invest in certain derivative strategies to earn income, manage or adjust the Fund’s risk profile, replace more direct investments, or obtain exposure to certain markets. The Fund may enter into forward commitment agreements, which call for the Fund to purchase or sell a security on a future date at a fixed price. The Fund may also enter into contracts to sell its investments either on demand or at a specific interval.

The risks associated with derivative investments include:

•increased volatility and/or the failure of the investment to mitigate volatility as intended;

•the inability of those managing the Fund's investments to predict correctly the direction of securities prices, interest rates, currency exchange rates, asset values, and other economic factors;

•losses caused by unanticipated market movements, which may be substantially greater than the Fund's initial investment and are potentially unlimited;

•the possibility that there may be no liquid secondary market, which may make it difficult or impossible to close out a position when desired;

•the possibility that the counterparty may fail to perform its obligations; and

•the inability to close out certain hedged positions to avoid adverse tax consequences.

There are many different types of derivatives and many different ways to use them.

•Credit Default Swap Agreements may be entered into by the Fund as a “buyer” or “seller” of credit protection. Credit default swap agreements involve special risks because they may be difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). Credit default swaps can increase credit risk because the Fund has exposure to both the issuer of the referenced obligation and the counterparty to the credit default swap.

•Foreign Currency Contracts (such as foreign currency options and foreign currency forward and swap agreements) may be used by the Fund to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. A forward currency contract involves a privately negotiated obligation to purchase or sell a specific currency at a future date at a price set in the contract. For currency contracts, there is also a risk of government action through exchange controls that would restrict the ability of the Fund to deliver or receive currency.

•Forwards, futures contracts and options thereon (including commodities futures); options (including put or call options); and swap agreements and over-the-counter swap agreements (e.g., interest rate swaps, total return swaps and credit default swaps) may be used by the Fund for hedging purposes in order to try to mitigate or protect against potential losses due to changing interest rates, securities prices, asset values, currency exchange rates, and other market conditions; non-hedging purposes to seek to increase the Fund’s income or otherwise enhance return; and as a low-cost method of gaining exposure to a particular market without investing directly in those securities or assets. These derivative investments are subject to special risk considerations, particularly the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the derivative instrument. If the Fund has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, even when it may be disadvantageous to do so. Options and Swap Agreements also involve counterparty risk. With respect to options, there may be differences in trading hours for the options markets and the markets for the underlying securities (rate movements can take place in the underlying markets that cannot be reflected in the options markets) and an insufficient liquid secondary market for particular options.

•Index/structured securities. Certain derivative securities are described more accurately as index/structured securities, which are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies, interest rates, indices, or other financial indicators (reference indices).

Distressed Credit Investments (Non-Principal)

The Fund’s distressed credit investments (e.g., investments in defaulted, out-of-favor or distressed bank loans and debt and equity securities) are inherently speculative and are subject to a high degree of risk. Companies experiencing financial distress are often those operating at a loss or with substantial variations in operating results from period to period. Companies experiencing financial distress may be involved in insolvency proceedings and have the need for substantial additional capital to support continued operations or to improve their financial condition and may have very high amounts of leverage. Distressed companies typically are in default under, or they have a significant risk of an inability to service, their debt obligations, especially during an economic downturn or periods of rising interest rates, may not have access to more traditional methods of financing and may be unable to repay debt by refinancing. Investments in distressed companies may be premised on a turnaround strategy. If turnarounds are not achieved, these companies could experience failures or substantial declines in value, and the Fund may not be able to divest itself of such unprofitable investments in a timely fashion or at all. Additionally, turnarounds may not be achieved within the contemplated investment horizons.

The value of distressed instruments tends to be more volatile and may have an increased price sensitivity to changing interest rates and adverse economic and business developments than other securities or instruments. Distressed credit investments are often more sensitive to company-specific developments and changes in economic conditions than other securities. Furthermore, distressed debt instruments are often unsecured and may be subordinated to senior debt. Accordingly, an investment in the Fund should only be considered by persons who can afford a loss of their entire investment.

Equity Investments (Non-Principal)

When the Fund invests in senior secured loans or mezzanine loans, it may acquire equity securities as well. In addition, the Fund may invest directly in the equity securities of issuers. The Fund’s goal is ultimately to dispose of such equity interests and realize gains upon its disposition of such interests. The equity interests received, however, may not appreciate in value and, in fact, may decline in value. Accordingly, the Fund may not be able to realize gains from its equity interests, and any gains that it does realize on the disposition of any equity interests may not be sufficient to offset any other losses experienced.

The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other, and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments. The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

Fixed-Income Securities (Non-Principal)

Fixed-income securities include bonds and other debt instruments that are used by issuers to borrow money from investors (examples include corporate bonds, convertible securities, mortgage-backed securities, U.S. government securities and asset-backed securities). The issuer of a fixed-income security generally pays the investor a fixed, variable, or floating rate of interest. The amount borrowed must be repaid at maturity. Some debt securities, such as zero-coupon bonds, do not pay current interest, but are sold at a discount from their face values.

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. An increase in interest rates from the current, historically low interest rate environment may lead to heightened volatility and redemptions alongside reduced liquidity and dealer market-making capacity in fixed income markets. 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. Very low interest rates, including rates that fall below zero (where banks charge for depositing money), may detract from a Fund's performance and its ability to maintain positive returns to the extent the Fund is exposed to such interest rates. To the extent a Fund holds an investment with a negative interest rate to maturity, the fund would generate a negative return on that investment. Floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline.

As of December 31, 2021, the United Kingdom’s Financial Conduct Authority, which regulates the London InterBank Offered Rate ("LIBOR"), no longer publishes non-U.S. dollar LIBOR, 1-week U.S. dollar LIBOR, or 2-month U.S. dollar LIBOR rates. As of June 30, 2023, the Authority no longer publishes the remaining U.S. dollar LIBOR rates. There remains uncertainty regarding the future utilization of LIBOR and the nature of a replacement rate and, as a result, the potential effect of a transition away from LIBOR on a fund or certain of its investments cannot be determined. LIBOR’s discontinuation and replacement could lead to short-term and long-term uncertainty, market instability, and adverse impacts to newly issued and existing financial instruments that reference LIBOR. While some instruments may contemplate the discontinuation of LIBOR by providing for an alternative rate-setting methodology, not all instruments may have such provisions and there is uncertainty regarding the effectiveness of any alternative methodology. In addition, LIBOR’s discontinuation and replacement may affect the value, liquidity, or return on certain Fund investments and may result in costs in connection with closing out positions and entering into new trades. These risks are likely to persist until new reference rates and fallbacks for both legacy and new instruments and contracts are commercially accepted and market practices become settled.

Fixed-income securities 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.

The Fund may invest in fixed-income securities of companies with small- or medium-sized market capitalizations. Investments in companies with smaller market capitalizations may involve greater risks, price volatility (wide, rapid fluctuations), and less liquidity than investments in larger, more mature companies.

Foreign Currency (Non-Principal)

Certain of the Fund’s investments will be denominated in foreign currencies or traded in securities markets in which settlements are made in foreign currencies. Any income on such investments is generally paid to the Fund in foreign currencies. In addition, the Fund may engage in foreign currency transactions for both hedging and investment purposes, as well as to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.

The value of foreign currencies relative to the U.S. dollar varies continually, causing changes in the dollar value of the Fund’s portfolio investments (even if the local market price of the investments is unchanged) and changes in the dollar value of the Fund’s income available for distribution to its shareholders. The effect of changes in the dollar value of a foreign currency on the dollar value of the Fund’s assets and on the net investment income available for distribution may be favorable or unfavorable. Transactions in non-U.S. currencies are also subject to many of the risks of investing in foreign (non-U.S.) securities; for example, changes in foreign economies and political climates are more likely to affect a fund that has foreign currency exposure than a fund that invests exclusively in U.S. companies and currency. There also may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information. Transactions in foreign currencies, foreign currency denominated debt and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.

The Fund may incur costs in connection with conversions between various currencies. In addition, the Fund may be required to liquidate portfolio assets, or may incur increased currency conversion costs, to compensate for a decline in the dollar value of a foreign currency occurring between the time when the Fund declares and pays a dividend, or between the time when the Fund accrues and pays an operating expense in U.S. dollars. To protect against a change in the foreign currency exchange rate between the date on which the Fund contracts to purchase or sell a security and the settlement date for the purchase or sale, to gain exposure to one or more foreign currencies or to “lock in” the equivalent of a dividend or interest payment in another currency, the Fund might purchase or sell a foreign currency on a spot (i.e., cash) basis at the prevailing spot rate.

Currency hedging involves some of the same general risks and considerations as other transactions with similar instruments (i.e., derivative instruments) and hedging. Currency transactions are also subject to additional risks. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions on repatriation of currency, and manipulations or exchange restrictions imposed by governments. These forms of governmental actions can result in losses to the Fund if it is unable to deliver or receive currency or monies in settlement of obligations. They could also cause hedges the Fund has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Settlement of a currency forward contract for the purchase of most currencies must occur at a bank based in the issuing nation. The ability to establish and close out positions on trading options on currency futures contracts is subject to the maintenance of a liquid market that may not always be available.

Foreign Securities (Non-Principal)

The Fund considers a security to be tied economically to countries outside the U.S. (a “foreign security”) if the issuer of the security has its principal place of business or principal office outside the U.S., has its principal securities trading market outside the U.S., or derives a majority of its revenue from outside the U.S.

Foreign companies may not be subject to the same uniform accounting, auditing, and financial reporting practices as are required of U.S. companies. In addition, there may be less publicly available information about a foreign company than about a U.S. company. Securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Commissions on foreign securities exchanges may be generally higher than those on U.S. exchanges.

Foreign markets also have different clearance and settlement procedures than those in U.S. markets. In certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct these transactions. Delays in settlement could result in temporary periods when a portion of fund assets is not invested and earning no return. If the Fund is unable to make intended security purchases due to settlement problems, the Fund may miss attractive investment opportunities. In addition, the Fund may incur a loss as a result of a decline in the value of its portfolio if it is unable to sell a security.

With respect to certain foreign countries, there is the possibility of nationalization, expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could affect the Fund's investments in those countries. In addition, the Fund may also suffer losses due to differing accounting practices and treatments. Investments in foreign securities are subject to laws of the foreign country that may limit the amount and types of foreign investments. Changes of governments or of economic or monetary policies, in the U.S. or abroad, changes in dealings between nations, currency convertibility or exchange rates could result in investment losses for the Fund.

Foreign securities are often traded with less frequency and volume, and therefore may have greater price volatility than is the case with many U.S. securities. Brokerage commissions, custodial services, and other costs relating to investment in foreign countries are generally more expensive than in the U.S. Though the Fund intends to acquire the securities of foreign issuers where there are public trading markets, economic or political turmoil in a country in which the Fund has a significant portion of its assets or deterioration of the relationship between the U.S. and a foreign country may reduce the liquidity of the Fund's portfolio. The fund may have difficulty meeting a large number of redemption requests. Furthermore, there may be difficulties in obtaining or enforcing judgments against foreign issuers.

The Fund may invest in a foreign company by purchasing depositary receipts. Depositary receipts are certificates of ownership of shares in a foreign-based issuer held by a bank or other financial institution. They are alternatives to purchasing the underlying security but are subject to the foreign securities risks to which they relate.

If the Fund’s portfolio is over-weighted in a certain geographic region, any negative development affecting that region will have a greater impact on the Fund than a fund that is not over-weighted in that region.

Hedging (Non-Principal)

Hedging is a strategy that can be used to limit or offset investment risk. The success of the Fund’s hedging strategy will be subject to the ability of those managing the Fund's investments to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Fund’s hedging strategy will also be subject to the ability of those managing the Fund's investments to continually recalculate, readjust, and execute hedges in an efficient and timely manner. For a variety of reasons, those managing the Fund's investments may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs.

High Yield Securities (Non-Principal)

Below investment grade bonds, which are rated at the time of purchase Ba1 or lower by Moody's Investors Service, Inc. ("Moody's") and BB+ or lower by S&P Global Ratings ("S&P Global") (if the bond has been rated by only one of those agencies, that rating will determine if the bond is below investment grade; if the bond has not been rated by either of those agencies, those managing investments of the Fund will determine whether the bond is of a quality comparable to those rated below investment grade), are sometimes referred to as high yield or "junk bonds" and are considered speculative. Such securities could be in default at time of purchase.

Investment in high yield bonds involves special risks in addition to the risks associated with investment in highly rated debt securities. High yield bonds may be regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Moreover, under certain circumstances, such securities may be less liquid than higher rated debt securities.

Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality debt securities. The ability of the Fund to achieve its investment objective may, to the extent of its investment in high yield bonds, be more dependent on such credit analysis than would be the case if the Fund were investing in higher quality bonds.

High yield bonds may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher-grade bonds. The prices of high yield bonds have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. If the issuer of high yield bonds defaults, the Fund may incur additional expenses to seek recovery. To the extent that such high yield issuers undergo a corporate restructuring, such high yield securities may become exchanged for or converted into reorganized equity of the underlying issuer. High yield bonds oftentimes include complex legal covenants that impose various degrees of restriction on the issuer’s ability to take certain actions, such as distribute cash to equity holders, incur additional indebtedness, and dispose of assets. To the extent that a bond indenture or loan agreement does not contain sufficiently protective covenants or otherwise permits the issuer to take certain actions to the detriment of the holder of the fixed-income security, the underlying value of such fixed-income security may decline.

The secondary market on which high yield bonds are traded may be less liquid than the market for higher-grade bonds. Less liquidity in the secondary trading market could adversely affect the price at which the Fund could sell a high yield bond and could adversely affect and cause large fluctuations in the daily price of the Fund's shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of high yield bonds, especially in a thinly traded market.

The use of credit ratings for evaluating high yield bonds also involves certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield bonds. Also, credit rating agencies may fail to change credit ratings in a timely manner to reflect subsequent events. If a credit rating agency changes the rating of a portfolio security held by the Fund, the Fund may retain the security if those managing the investments of the Fund think it is in the best interest of shareholders.

Highly Leveraged Issuers (Non-Principal)

The Fund’s investments are expected to include investments in issuers whose capital structures have significant leverage (including substantial leverage senior to the Fund’s investments), a considerable portion of which may be at floating interest rates. The leveraged capital structure of such issuers will increase their exposure to adverse economic factors such as rising interest rates, downturns in the economy or further deteriorations in the financial condition of the issuer or its industry. This leverage may result in more serious adverse consequences to such companies (including their overall profitability or solvency) in the event these factors or events occur than would be the case for less leveraged issuers. In using leverage, these issuers may be subject to terms and conditions that include restrictive financial and operating covenants, which may impair their ability to finance or otherwise pursue their future operations or otherwise satisfy additional capital needs. Moreover, rising interest rates may significantly increase the issuers or project’s interest expense, or a significant industry downturn may affect a company’s ability to generate positive cash flow, in either case causing an inability to service outstanding debt. The Fund’s investments may be among the most junior financing in an issuer’s capital structure. In the event such issuer cannot generate adequate cash flow to meet debt obligations, the company may default on its loan agreements or be forced into bankruptcy resulting in a restructuring or liquidation of the company, and the Fund, particularly in light of the subordinated and/or unsecured position of the Fund’s investments, may suffer a partial or total loss of capital invested in the company, which could adversely affect the return of the Fund.

Incentive Fee Risk (Principal)

Any incentive fee payable by the Fund that relates to its net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. PGI is not under any obligation to reimburse the Fund for any part of the incentive fee PGI received that was based on accrued income that the Fund never received because of a default by an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in the Fund’s paying an incentive fee on income it never received.

The incentive fee payable by the Fund to PGI may create an incentive for PGI to make investments on the Fund’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to PGI is determined may encourage PGI to use leverage to increase the return on the Fund’s investments. In addition, the fact that the management fee is payable based upon the Fund’s average daily net assets, which would include any borrowings for investment purposes, may encourage PGI to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor shareholders. Such a practice could result in the Fund’s investing in more speculative securities than would otherwise be in its best interests, which could result in higher investment losses, particularly during cyclical economic downturns.

Interest Rate Risk (Principal)

General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on the Fund’s investments and investment opportunities and, accordingly, may have a material adverse effect on the Fund’s rate of return on invested capital, the Fund’s net investment income, and the Fund’s NAV. Certain of the Fund’s debt investments will have variable interest rates that reset periodically based on benchmarks such as the Secured Overnight Financing Rate (“SOFR”) and the prime rate, so an increase in interest rates may make it more difficult for issuers to service their obligations under the debt investments that the Fund will hold. In addition, to the extent the Fund borrows money to make investments, its returns will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on the Fund’s net investment income to the extent it uses debt to finance its investments. In periods of rising interest rates, the Fund’s cost of funds would increase, which could reduce its net investment income. In general, rising interest rates will negatively impact the price of a fixed-rate debt instrument and falling interest rates will have a positive effect on price. Adjustable-rate instruments also react to interest rate changes in a similar manner, although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). From time to time, the Fund may be exposed to medium- to long-term spread duration securities. Longer spread duration securities have a greater adverse price impact to increases in interest rates. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules.

If general interest rates rise, there is a risk that the portfolio companies in which the Fund holds floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on the Fund to provide fixed rate loans to the Fund’s portfolio companies, which could adversely affect the Fund’s net investment income, as increases in the cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

Investment Company Securities (Non-Principal)

Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, various ETFs, and other open-end investment companies, represent interests in professionally managed portfolios that may invest in a variety of instruments. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value but may also be traded in the secondary market. ETFs are often structured to perform in a similar fashion to a broad-based securities index. Investing in ETFs involves generally the same risks as investing directly in the underlying instruments. Investing in ETFs involves the risk that they will not perform in exactly the same fashion, or in response to the same factors, as the index or underlying instruments. Shares of ETFs may trade at prices other than net asset value.

A fund that invests in another investment company is subject to the risks associated with direct ownership of the securities in which such investment company invests. Fund shareholders indirectly bear their proportionate share of the expenses of each such investment company, including its advisory and administrative fees. The Fund would also continue to pay its own advisory fees and other expenses. Consequently, the Fund and its shareholders would, in effect, absorb two levels of fees with respect to investments in other investment companies.

A fund may invest in affiliated underlying funds, and those who manage such fund’s investments and their affiliates may earn different fees from different underlying funds and may have an incentive to allocate more fund assets to underlying funds from which they receive higher fees.

Investments in Loans (Principal)

The Fund invests in loans, either through primary issuances or in secondary transactions, including potentially on a synthetic basis. The value of the Fund’s loans may be detrimentally affected to the extent a borrower defaults on its obligations. There can be no assurance that any collateral associated with a loan will retain its value. Furthermore, circumstances could arise (such as in the bankruptcy of a borrower) that could cause the Fund’s security interest in the loan’s collateral to be invalidated. Also, much of the collateral will be subject to restrictions on transfer intended to satisfy securities regulations, which will limit the number of potential purchases if the Fund intends to liquidate such collateral. The amount realizable with respect to a loan may be detrimentally affected if a guarantor, if any, fails to meet its obligations under a guarantee. Finally, there may be a monetary, as well as a time cost involved in collecting on defaulted loans and, if applicable, taking possession of various types of collateral.

Investments in Less Established Companies (Non-Principal)

The Fund may invest a portion of its assets in the securities of less established companies. Certain of the investments may be in businesses with little or no operating history. Investments in such early-stage growth companies may involve greater risks than are generally associated with investments in more established companies. To the extent there is any public market for the securities held by the Fund, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and are, therefore, often more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. There can be no assurance that any such losses will be offset by gains (if any) realized on the Fund’s other investments. In addition, less mature companies could be deemed to be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which the Fund invests, the Fund may suffer a partial or total loss of capital invested in that company.

The Fund may invest in issuers that: (i) have little or no operating history, (ii) offer services or products that are not yet ready to be marketed, (iii) are operating at a loss or have significant fluctuations in operating results, (iv) are engaged in a rapidly changing business or (v) need substantial additional capital to set up internal infrastructure, hire management and personnel, support expansion or achieve or maintain a competitive position. Such issuers may face intense competition, including competition from companies with greater financial resources, more extensive capabilities and a larger number of qualified managerial and technical personnel.

Investments in Restructurings (Non‑Principal)

From time to time, certain of the Fund's investments may experience financial distress. In addition, the Fund may invest in restructurings that involve, or otherwise invest in the debt securities of, companies that are experiencing or are expected to experience severe financial difficulties. In each case, these difficulties may never be overcome and may cause such companies to become subject to bankruptcy proceedings. The return on investment sought or targeted by the Fund in any investment in a restructuring may depend upon the restructuring progressing in a particular manner or resulting in a particular outcome (including regarding the conversion or repayment of the Fund’s investments). There can be no assurance that any such outcome, development or result will occur or be successful and, as a result, the premise underlying the Fund’s investment may never come to fruition and the Fund’s returns may be adversely affected. Investments in restructurings could, in certain circumstances, subject the Fund to certain additional potential liabilities that may exceed the value of the Fund’s original investment therein. For instance, under certain circumstances, payments to the Fund and distributions to shareholders may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power to disallow, subordinate or disenfranchise particular claims or characterize investments made in the form of debt as equity contributions. For certain restructurings, the Fund may utilize blocker corporations, which may incur federal and state income taxes. In restructurings, whether constituting liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the restructuring either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security or instrument the value of which will be less than the purchase price to the Fund of the security in respect to which such distribution was made. The Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed restructuring is consummated. Under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions.

When a company seeks relief under the U.S. Bankruptcy Code (or has a petition filed against it), an automatic stay prevents all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such claims. Creditors who have claims against the company prior to the date of the bankruptcy filing must petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors may be prohibited from doing so if the court concludes that the value of the property in which the creditor has an interest will be “adequately protected” during the proceedings. If the Bankruptcy Court’s assessment of adequate protection is inaccurate, a creditor’s collateral may be wasted without the creditor being afforded the opportunity to preserve it. Thus, even if the Fund holds a secured claim, it may be prevented from collecting the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the court. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty as to the ultimate resolution of claims.

Security interests held by creditors are closely scrutinized and frequently challenged in bankruptcy proceedings and may be invalidated for a variety of reasons. For example, security interests may be set aside because, as a technical matter, they have not been perfected properly under the Uniform Commercial Code or other applicable law. If a security interest is invalidated, the secured creditor loses the value of the collateral and because loss of the secured status causes the claim to be treated as an unsecured claim, the holder of such claim will almost certainly experience a significant loss of its investment. There can be no assurance that the security interests securing the Fund’s claims will not be challenged vigorously and found defective in some respect, or that the Fund will be able to prevail against the challenge.

Moreover, debt may be disallowed or subordinated to the claims of other creditors if the creditor is found guilty of certain inequitable conduct resulting in harm to other parties with respect to the affairs of a company filing for protection from creditors under the U.S. Bankruptcy Code. Creditors’ claims may be treated as equity if they are deemed to be contributions to capital, or if a creditor attempts to control the outcome of the business affairs of a company prior to its filing under the U.S. Bankruptcy Code. Serving on an official or unofficial creditors’ committee, for example, increases the possibility that the Fund will be deemed an “insider” or a “fiduciary” of an issuer it has so assisted and may increase the possibility that the Bankruptcy Court would invoke the doctrine of “equitable subordination” with respect to any claim or equity interest held by the Fund in such issuer and subordinate any such claim or equity interest in whole or in part to other claims or equity interests in such issuer. Claims of equitable subordination may also arise outside of the context of the Fund’s committee activities. If a creditor is found to have interfered with a company’s affairs to the detriment of other creditors or shareholders, the creditor may be held liable for damages to injured parties. While the Fund will attempt to avoid taking the types of action that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that the Fund will be able to successfully defend against them. In addition, if representation of a creditors’ committee of an issuer causes the Fund or the Adviser to be deemed an affiliate of such issuer, the securities of such issuer held by the Fund may become restricted securities, which are not freely tradable.

While the challenges to liens and debt described above normally occur in a bankruptcy proceeding, the conditions or conduct that would lead to an attack in a bankruptcy proceeding could in certain circumstances result in actions brought by other creditors of the debtor, shareholders of the debtor or even the debtor itself in other state or U.S. federal proceedings, including pursuant to state fraudulent transfer laws. As is the case in a bankruptcy proceeding, there can be no assurance that such claims will not be asserted or that the Fund will be able to defend against them successfully. To the extent the Fund assumes an active role in any legal proceeding involving the debtor, the Fund may be prevented from disposing of securities or instruments issued by the debtor due to the Fund’s possession of material, non-public information concerning the debtor.

From time to time, the Fund may invest in or extend loans to companies that have filed for protection under Chapter 11 of the U.S. Bankruptcy Code. These debtor-in-possession or “DIP” loans are most often revolving working-capital facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in the debtor’s capital structure and because their terms have been approved by a federal bankruptcy court order, it is possible that the debtor’s reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient to repay in full the DIP loan.

In addition, issuers located in non-U.S. jurisdictions may be involved in restructurings, bankruptcy proceedings and/or reorganizations that are not subject to laws and regulations that are similar to the U.S. Bankruptcy Code and the rights of creditors afforded in U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide the Fund with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, the Fund’s investments in any such issuer may be adversely affected. For example, bankruptcy law and process in a non-U.S. jurisdiction may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain.

Key Personnel (Principal)

PGI depends on the diligence, skill, and network of business contacts of certain professionals. PGI also depends, to a significant extent, on the information and deal flow generated by these investment professionals in the course of their investment and portfolio management activities. The Fund’s success depends on the continued service of such personnel. The investment professionals associated with PGI are actively involved in other investment activities not concerning the Fund and will not be able to devote all of their time to the Fund’s business and affairs. The departure of any of the senior managers of PGI, or of a significant number of the investment professionals of PGI, could have a material adverse effect on the Fund’s ability to achieve its investment objective. Individuals not currently associated with PGI may become associated with the Fund and the performance of the Fund may also depend on the experience and expertise of such individuals. In addition, there is no assurance that PGI will continue to have access to the investment professionals and the information and deal flow generated by the investment professionals.

Leverage (Principal)

If the Fund makes investments in futures contracts, forward contracts, swaps and other derivative instruments, these instruments provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. If the Fund uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a “when-issued” basis or purchasing derivative instruments in an effort to increase its returns, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Fund. The net asset value of a fund employing leverage will be more volatile and sensitive to market movements. Leverage may involve the creation of a liability that requires the Fund to pay interest. Leveraging may cause the Fund to liquidate portfolio positions to satisfy its obligations when it may not be advantageous to do so. To the extent that the Fund is not able to close out a leveraged position because of market illiquidity, the Fund’s liquidity may be impaired. In addition, certain covenants in credit facilities may impose greater restrictions on the Fund’s ability to declare and pay dividends on Shares. Limits on the Fund’s ability to pay dividends on Shares may prevent the Fund from meeting the RIC distribution requirements for regulated investment companies (RICs) and, as a result, may affect the Fund’s ability to be subject to tax as a RIC or subject the Fund to an excise tax. For a discussion of these tax consequences, see “TAX CONSIDERATIONS.”

Liquidity (Principal)

Certain fund holdings may be deemed to be less liquid or illiquid because they cannot be readily sold without significantly impacting the value of the holdings. A fund is exposed to liquidity risk when trading volume, lack of a market maker, or legal restrictions impair its ability to sell particular securities at an advantageous price. Principal investment strategies that involve securities of private companies or funds, companies with smaller market capitalizations, foreign securities, derivatives, and securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. The discussion of specific strategies and risks provides more detail about any applicable corresponding liquidity risks.

In the event of the Fund’s liquidation, there is no assurance that a market or other exit strategy will be available for the Fund’s less liquid investments. It is possible that the Fund may be unable to liquidate certain of its investments and make corresponding distributions until after the liquidation date. This would delay distribution payments, perhaps for an extended period of time. In certain circumstances, the Fund may transfer portfolio investments that remain unsold on the liquidation date to a liquidating trust and distribute interests in such liquidating trust to shareholders as part of the Fund’s final distribution. Interests in any such liquidating trust likely would be restricted or entirely nontransferable, except by operation of law. The value of such liquidation payments, including any interest in a liquidating trust, may be less, and potentially significantly less, than your original investment.

Market Volatility and Securities Issuers (Principal)

The value of a Fund’s portfolio securities may decrease in response to overall stock or bond market movements. Markets tend to move in cycles, with periods of rising prices and periods of falling prices. Stocks tend to go up and down in value more than bonds. The value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage, and reduced demand for the issuer’s goods or services. As a result, the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.

Recent events are impacting the securities markets. Russia's invasion of Ukraine in 2022 has resulted in sanctions being levied by the United States, European Union, and other countries against Russia. Russia's military actions and the resulting sanctions could adversely affect global energy and financial markets and, thus, could affect the value of the fund's investments, even beyond any direct exposure the fund may have to Russian issuers or the adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions could be substantial.

Other market disruption events include the pandemic spread of the novel coronavirus designated as COVID-19. The transmission of COVID-19 and efforts to contain its spread resulted in border closings and other travel restrictions and disruptions, disruptions to business operations, supply chains and customer activity, event cancellations and restrictions, service cancellations and reductions, significant challenges in the healthcare industry, and quarantines. As experienced with the COVID-19 pandemic, health crises may exacerbate other pre-existing political, social, economic, market and financial risks and negatively affect the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the markets in general in significant ways.

Market disruption events could also impair the information technology and other operational systems upon which a fund’s investment advisor or sub-advisor rely and could otherwise disrupt the ability of the fund’s service providers to perform essential tasks. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in a fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments.

Governmental and quasi-governmental authorities and regulators throughout the world, such as the Federal Reserve, have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs, and dramatically lower interest rates. Certain of those policy changes were implemented or considered in response to the COVID-19 outbreak. Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest-paying securities.

The impact of current and future market disruption events may last for an extended period of time and could result in a substantial economic downturn or recession. Such events could have significant adverse direct or indirect effects on the Fund and its investments and may result in the Fund’s inability to achieve its investment objectives, adversely affect the prices and liquidity of the securities and other instruments in which a Fund invests, negatively impact the Fund’s performance, and cause losses on your investment in the Fund.

Mezzanine Loans (Non-Principal)

Mezzanine debt securities generally have ratings or implied or imputed ratings below investment grade. They are obligations of corporations, partnerships or other entities that are generally unsecured, typically are subordinated to other obligations of the obligor, and generally have greater credit and liquidity risk than is typically associated with investment grade corporate obligations. Accordingly, the risks associated with mezzanine debt securities include a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including a sustained period of rising interest rates or an economic downturn) may adversely affect the obligor’s ability to pay principal and interest on its debt. Many obligors on mezzanine debt securities are highly leveraged, and specific developments affecting such obligors, including reduced cash flow from operations or the inability to refinance debt at maturity, may also adversely affect such obligors’ ability to meet debt service obligations. Mezzanine debt securities are often issued in connection with leveraged acquisitions or recapitalizations, in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt securities have historically been higher than has been the case for investment grade securities.

Middle-Market Companies (Principal)

Investments in middle-market companies such as those that the Fund may invest in, while often presenting greater opportunities for growth, may also entail larger risks than are customarily associated with investments in large companies. Middle-market companies may have more limited product lines, capitalization, markets, and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which may not be available on acceptable terms when required. Furthermore, there is ordinarily a more limited marketplace for the sale of interests in smaller, private companies, which may make realizations of gains more difficult, by requiring sales to other private investors. In addition, the relative illiquidity of investments held by closed-end funds generally, and the somewhat greater illiquidity of closed-end fund investments in middle-market companies, could make it difficult for the Fund to react quickly to negative economic or political developments. Moreover, there is generally little public information about these companies. These companies and their financial information are not subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other regulations that govern public companies, and the Fund may be unable to uncover all material information about these companies, which may prevent the Fund from making a fully informed investment decision and cause the Fund to lose money on its investments.

Municipal Obligations and AMT-Subject Bonds (Non-Principal)

Municipal obligations are subject to the risk that litigation, legislation, or other political events, local business or economic conditions, credit rating downgrades, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such obligations. Certain municipalities may have difficulty meeting their obligations due to, among other reasons, changes in underlying demographics. Municipal obligations can be significantly affected by political changes as well as uncertainties in the municipal market related to government regulation, taxation, legislative changes, or the rights of municipal security holders. Because many municipal obligations are issued to finance similar projects, especially those relating to education, health care, transportation, utilities, and water and sewer, conditions in those sectors can affect the overall municipal market. Municipal obligations include general obligation bonds, which are backed by the “full faith and credit” of the issuer, which has the power to tax residents to pay bondholders. Timely payments depend on the issuer’s credit quality, ability to raise tax revenues, and ability to maintain an adequate tax base. General obligation bonds generally are not backed by revenues from a specific project or source. Municipal obligations also include revenue bonds, which are generally backed by revenue from a specific project or tax. The issuer of a revenue bond makes interest and principal payments from revenues generated from a particular source or facility, such as a tax on particular property or revenues generated from a municipal water or sewer utility or an airport. Revenue bonds generally are not backed by the full faith and credit and general taxing power of the issuer. The market for municipal obligations/bonds may be less liquid than for taxable bonds. There may be less information available on the financial condition of issuers of municipal obligations than for public corporations. Municipal obligations may be susceptible to periods of economic stress, which could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession.

AMT-subject bonds are municipal obligations issued to finance certain “private activities,” such as bonds used to finance airports, housing projects, student loan programs, and water and sewer projects. Interest on AMT-subject bonds is an item of tax preference for purposes of the federal individual alternative minimum tax (“AMT”). See “Tax Considerations” for a discussion of the tax consequences of investing in the Fund.

Current federal income tax laws limit the types and volume of bonds qualifying for the federal income tax exemption of interest, which may affect the ability of the Fund to purchase sufficient amounts of tax-exempt bonds.

Non-Performing Investments (Non-Principal)

The Fund’s portfolio may include investments whose underlying collateral are “non-performing” and that are typically highly leveraged, with significant burdens on cash flow and, therefore, involve a high degree of financial risk. During an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into default than securities or instruments of other issuers. Securities or instruments of financially troubled issuers and operationally troubled issuers are less liquid and more volatile than securities or instruments of companies not experiencing financial difficulties. Investment, directly or indirectly in the financially and/or operationally troubled issuers involves a high degree of credit and market risk. These difficulties may never be overcome and may cause borrowers to become subject to bankruptcy or other similar administrative proceedings. There is a possibility that the Fund may incur substantial or total losses on its investments and in certain circumstances, subject the Fund to certain additional potential liabilities that may exceed the value of the Fund’s original investment therein.

Payment-in-Kind (“PIK”) Income (Non-Principal)

The Fund may hold investments that result in PIK income or PIK dividends. PIK income creates the risk that incentive fees will be paid to PGI based on non-cash accruals that ultimately may not be realized, while PGI will be under no obligation to reimburse the Fund for these fees. PIK income may have a negative impact on liquidity, as it represents a non-cash component of the Fund’s taxable income that may require cash distributions to shareholders in order to maintain the Fund’s ability to be subject to tax as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986. PIK income has the effect of generating investment income at a compounding rate, thereby further increasing the incentive fees payable to PGI. Similarly, all things being equal, the deferral associated with PIK income also increases the loan-to-value ratio at a compounding rate. The market prices of PIK securities generally are more volatile than the market prices of interest-bearing securities and are likely to respond to a greater degree to changes in interest rates than interest-bearing securities having similar maturities and credit quality. Because PIK income results in an increase in the size of the PIK securities held, the Fund’s exposure to potential losses increases when a security pays PIK income.

Preferred Securities (Non-Principal)

Preferred securities include preferred stock and various types of junior subordinated debt and trust preferred securities. Preferred securities may pay fixed-rate or adjustable-rate distributions and generally have a payment “preference” over common stock but are junior to the issuer’s senior debt in a liquidation of the issuer’s assets. Preference would mean that a company must pay on its preferred securities before paying on its common stock, and that any claims of the preferred security holder would typically be ahead of common stockholders’ claims on assets in a corporate liquidation.

Holders of preferred securities usually have no right to vote for corporate directors or on other matters. The market value of preferred securities is sensitive to changes in interest rates as they are typically fixed-income securities; the fixed-income payments are expected to be the primary source of long-term investment return. While some preferred securities are issued with a final maturity date, others are perpetual in nature. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a specified time without triggering an event of default for the issuer. In addition, an issuer of preferred securities may have the right to redeem the securities before their stated maturity date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws. As with call provisions, a redemption by the issuer may reduce the return of the security held by the fund. Preferred securities may be subject to provisions that allow an issuer, under certain circumstances to skip (indefinitely) or defer (possibly up to 10 years) distributions. If a fund owns a preferred security that is deferring its distribution, the fund may be required to report income for tax purposes while it is not receiving any income.

Preferred securities are typically issued by corporations, generally in the form of interest or dividend bearing instruments, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The preferred securities market is generally divided into the $25 par “retail” and the $1,000 par “institutional” segments. The $25 par segment includes securities that are listed on the New York Stock Exchange (exchange traded), which trade and are quoted with accrued dividend or interest income, and which are often callable at par value five years after their original issuance date. The institutional segment includes $1,000 par value securities that are not exchange-listed (over the counter), which trade and are quoted on a “clean” price, i.e., without accrued dividend or interest income, and which often have a minimum of 10 years of call protection from the date of their original issuance.

Prepayment Risk (Principal)

Prepayment risk relates to the early repayment of principal on a loan or debt security. Loans are generally callable at any time, and certain loans may be callable at any time at no premium to par. PGI is generally unable to predict the rate and frequency of such repayments. Whether a loan is called will depend both on the continued positive performance of the issuer and the existence of favorable financing market conditions that allow such issuer the ability to replace existing financing with less expensive capital. As market conditions change frequently, PGI will often be unable to predict when, and if, this may be possible for each of the Fund’s issuers. Having the loan or other debt instrument called early may have the effect of reducing the Fund’s actual investment income below its expected investment income if the capital returned cannot be invested in transactions with equal or greater yields.

Repurchase and Reverse Repurchase Agreements (Non-Principal)

The Fund may invest in repurchase and reverse repurchase agreements. In a repurchase agreement, a Fund purchases a security and simultaneously commits to resell that security to the seller at an agreed upon price on an agreed upon date within a number of days from the date of purchase. The resale price consists of the purchase price plus an amount that is unrelated to the coupon rate or maturity of the purchased security. A repurchase agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value (at least equal to the amount of the agreed upon resale price and marked-to-market daily) of the underlying security or "collateral." A risk associated with repurchase agreements is the failure of the seller to repurchase the securities as agreed, which may cause a Fund to suffer a loss if the market value of such securities declines before they can be liquidated on the open market. In the event of bankruptcy or insolvency of the seller, a Fund may encounter delays and incur costs in liquidating the underlying security.

The Fund may use reverse repurchase agreements and economically similar transactions. In a reverse repurchase agreement, a fund sells a portfolio security to another party in return for cash and agrees to repurchase the instrument at a particular price and time. Using reverse repurchase agreements to earn additional income involves the risk that the interest earned on the invested proceeds is less than the expense of the reverse repurchase agreement transaction. This technique may also have a leveraging effect on the Fund.

Repurchase Offers (Principal)

As described under “Periodic Repurchase Offers," the Fund is a closed-end investment company structured as an “interval fund” and is designed for long-term investors. The Fund’s Shares are not listed on any national securities exchange and are not publicly traded. There is currently no secondary market for the Shares, and the Fund expects that no secondary market will develop. To provide liquidity to Shareholders, the Fund conducts quarterly repurchase offers of its outstanding Shares at NAV per share, reduced by any applicable repurchase fee, subject to applicable law and approval of the Board. In all cases, such repurchase offers will be for at least 5% and not more than 25% of its outstanding Shares at NAV per share, pursuant to Rule 23c-3 under the 1940 Act.

The Fund believes that these repurchase offers are generally beneficial to the Fund’s Shareholders, and repurchases generally will be funded from available cash or sales of portfolio securities. However, repurchase offers and the need to fund repurchase obligations may affect the Fund's ability to be fully invested or may force the Fund to maintain a higher percentage of its assets in liquid investments (including by borrowing to obtain such investments), which may harm the Fund’s investment performance. Moreover, a reduction in the size of the Fund through repurchases may result in untimely sales of portfolio securities (with associated transaction costs, which may be significant), may increase the Fund’s portfolio turnover, and may limit the Fund's ability to participate in new investment opportunities or to achieve its investment objective. Also, the sale of securities to fund repurchases could reduce the market price of those securities, which in turn would reduce the Fund’s NAV per share. The Fund may accumulate cash by holding back (i.e., not reinvesting) payments received in connection with the Fund’s investments or by investing such amounts in other liquid assets. If at any time cash and other liquid assets held by the Fund are not sufficient to meet the Fund’s repurchase obligations, the Fund may, if necessary, sell investments, and is also permitted to borrow up to the maximum extent permitted under the 1940 Act to meet such repurchase obligations.

If a repurchase offer is oversubscribed, the Fund will repurchase the Shares tendered on a pro rata basis, and Shareholders will have to wait until the next repurchase offer to make another repurchase request. As a result, Shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer. Some Shareholders, in anticipation of proration, may tender more Shares than they wish to have repurchased in a particular quarter, thereby increasing the likelihood that proration will occur. A Shareholder may be subject to market and other risks, and the NAV per share of Shares tendered in a repurchase offer may decline between the Repurchase Request Deadline and the date on which the NAV per share for tendered Shares is determined. In addition, to the extent the Fund sells portfolio holdings in order to fund repurchase requests, the repurchase of Shares by the Fund will be a taxable event for the Shareholders of repurchased Shares, and potentially even for Shareholders that do not participate in the repurchase offer.

Securitized Products (Non-Principal)

Securitized products are fixed-income instruments that represent interests in underlying pools of collateral or assets. The value of the securitized product is derived from the performance, value, and cash flows of the underlying asset(s).

The Fund’s investments in securitized products are subject to risks that are similar to traditional fixed-income securities, such as credit, interest rate, liquidity, prepayment, extension, and default risk, as well as additional risks associated with the nature of the assets and the servicing of those assets. Prepayment risk may make it difficult to calculate the average life of the Fund’s investment in securitized products. Securitized products are generally issued as pass-through certificates, which represent the right to receive principal and interest payments collected on the underlying pool of assets, which are passed through to the security holder. Therefore, repayment depends on the cash flows generated by the underlying pool of assets. The securities may be rated as investment-grade or below-investment-grade.

•Mortgage-backed securities (“MBS”) represent an interest in a pool of underlying mortgage loans secured by real property. MBS 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 the 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).

•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 the Fund invests usually influences the interest rate, credit, and prepayment risks.

•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. ABS 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.

•Collateralized Loan Obligations (“CLO”) are trusts typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinated corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. The Fund’s investments in CLOs may be riskier than a direct investment in the debt or other securities of the underlying companies. When investing in CLOs, the Fund may invest in any level of a CLO’s subordination chain, including subordinated (lower-rated) tranches and residual interests (the lowest tranche). CLOs are typically highly levered and therefore, the junior debt and equity tranches that the Fund may invest in are subject to a higher risk of total loss and deferral or nonpayment of interest than the more senior tranches to which they are subordinated. In addition, the Fund will generally have the right to receive payments only from the CLOs and will generally not have direct rights against the underlying borrowers or entities that sponsored the CLOs. Furthermore, the investments the Fund makes in CLOs are at times thinly traded or have only a limited trading market. As a result, investments in such CLOs may be characterized as illiquid securities.

Senior Secured Loan Risk (Principal)

It is expected that when the Fund makes a senior secured term loan investment (either first or second lien) in an issuer, it will generally take a security interest in substantially all of the available assets of the issuer, including the equity interests of its domestic subsidiaries, which the Fund expects to help mitigate the risk that it will not be repaid. There is a risk, however, that the collateral securing the Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the issuer to raise additional capital, and, in some circumstances, the Fund’s lien could be subordinated to claims of other creditors. In addition, deterioration in an issuer’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that the Fund will receive principal and interest payments according to the loan’s terms, or at all, or that it will be able to collect on the loan should it be forced to enforce its remedies.

Second lien loans are subject to the same investment risks generally applicable to first lien senior secured loans described above. The Fund’s second lien senior secured loans will be subordinated to first lien loans. As such, to the extent the Fund holds second lien senior secured loans, holders of first lien loans may be repaid before the Fund in the event of a bankruptcy or other insolvency proceeding. Therefore, second lien loans are subject to additional risk that the cash flow of the related obligor and the property securing the second lien loan may be insufficient to repay the scheduled payments to the lender after giving effect to any senior secured obligations of the related obligor. This may result in an above average amount of risk and loss of principal. Second lien loans are also expected to be more illiquid than more senior loans.

Sourcing of Suitable Assets (Principal)

No assurance can be given that PGI will be able to find enough appropriate investments that meet the Fund’s investment criteria.

Syndicated Loans (Non-Principal)

The syndicated loans in which the Fund will invest will primarily be rated below investment grade but may also be unrated and of comparable credit quality. As a result, the risks associated with such syndicated loans are generally similar to the risks of other below investment grade fixed income instruments, although syndicated loans are senior and typically secured in contrast to other below investment grade fixed income instruments, which are often subordinated or unsecured. Investments in below investment grade syndicated loans are considered speculative because of the credit risk of the borrowers. Such borrowers are more likely than investment grade borrowers to default on their payments of interest and principal owed to the Fund, and such defaults could reduce the Fund’s NAV and income dividends. An economic downturn would generally lead to a higher non-payment rate, and a syndicated loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a syndicated loan may decline in value or become illiquid, which would adversely affect the syndicated loan’s value. Syndicated loans are subject to a number of risks described elsewhere in this prospectus, including liquidity risk and the risk of investing in below investment grade fixed income instruments.

Syndicated loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the NAV of the Fund. There can be no assurance that the liquidation of any collateral securing a syndicated loan would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments, whether when due or upon acceleration, or that the collateral could be liquidated, readily or otherwise. In the event of bankruptcy or insolvency of a borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral, if any, securing a syndicated loan. The collateral securing a syndicated loan, if any, may lose all or substantially all of its value in the event of the bankruptcy or insolvency of a borrower. Some syndicated loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such syndicated loans to presently existing or future indebtedness of the borrower or take other action detrimental to the holders of syndicated loans including, in certain circumstances, invalidating such syndicated loans or causing interest previously paid to be refunded to the borrower.

Additionally, a syndicated loan may be “primed” in bankruptcy, which reduces the ability of the holders of the syndicated loan to recover on the collateral. Priming takes place when a debtor in bankruptcy is allowed to incur additional indebtedness by the bankruptcy court and such indebtedness has a senior or pari passu lien with the debtor’s existing secured indebtedness, such as existing syndicated loans or secured corporate bonds.

There may be less readily available information about most syndicated loans and the borrowers thereunder than is the case for many other types of securities, including securities issued in transactions registered under the Securities Act of 1933, as amended (the “1933 Act”), or registered under the Exchange Act, and borrowers subject to the periodic reporting requirements of Section 13 of the Exchange Act. Syndicated loans may be issued by companies that are not subject to SEC reporting requirements and these companies, therefore, do not file reports with the SEC that must comply with SEC form requirements and in addition are subject to a less stringent liability disclosure regime than companies subject to SEC reporting requirements. As a result, PGI will rely primarily on their own evaluation of a borrower’s credit quality rather than on any available independent sources. Therefore, the Fund will be particularly dependent on the analytical abilities of PGI.

The secondary trading market for syndicated loans may be less liquid than the secondary trading market for registered investment grade debt securities. No active trading market may exist for certain syndicated loans, which may make it difficult to value them. Illiquidity and adverse market conditions may mean that the Fund may not be able to sell syndicated loans quickly or at a fair price. To the extent that a secondary market does exist for certain syndicated loans, the market for them may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods.

Syndicated loans and other variable rate debt instruments are subject to the risk of payment defaults of scheduled interest or principal. Such payment defaults would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the NAV of the Fund. Similarly, a sudden and significant increase in market interest rates may increase the risk of payment defaults and cause a decline in the value of these investments and in the Fund’s NAV. Other factors (including, but not limited to, rating downgrades, credit deterioration, a large downward movement in share prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity) can reduce the value of syndicated loans and other debt obligations, impairing the Fund’s NAV.

Syndicated loans are subject to legislative risk. If legislation or state or federal regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of syndicated loans for investment by the Fund may be adversely affected. In addition, such requirements or restrictions could reduce or eliminate sources of financing for certain borrowers. This would increase the risk of default. If legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause financial institutions to dispose of syndicated loans that are considered highly levered transactions. Such sales could result in prices that, in the opinion of PGI, do not represent fair value. If the Fund attempts to sell a syndicated loan at a time when a financial institution is engaging in such a sale, the price the Fund could receive for the syndicated loan may be adversely affected.

The Fund expects to acquire syndicated loans through assignments and participations. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser’s rights can be more restricted than those of the assigning institution, and the Fund may not be able to unilaterally enforce all rights and remedies under the loan and any associated collateral. In general, a participation is a contractual relationship only with the institution participating out the interest, not with the borrower. Sellers of participations typically include banks, broker-dealers, other financial institutions, and lending institutions. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation. Further, in purchasing participations in lending syndicates, the Fund may be more limited than it otherwise would be in its ability to conduct due diligence on the borrower. In addition, as a holder of the participations, the Fund may not have voting rights or inspection rights that the Fund would otherwise have if it were investing directly in the syndicated loan, which may result in the Fund being exposed to greater credit or fraud risk with respect to the borrower or the syndicated loan.

Unitranche Loans (Principal)

Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated loans. Unitranche loans typically provide for loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity, with a contractual requirement for excess cash flow sweeps that reduce the average life of the loan. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other amounts due, or to choose to participate only in the “last out” tranche, which is generally paid after the “first out” tranche is paid. The Fund intends to participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans.

Unsecured Loans (Non-Principal)

Unsecured loans are subject to the same investment risks generally applicable to loans but are subject to additional risk that the assets and cash flow of the related obligor may be insufficient to repay the scheduled payments to the lender after giving effect to any secured obligations of the obligor. Unsecured loans will be

subject to certain additional risks to the extent that such loans may not be protected and such loans are not secured by collateral, financial covenants, or limitations upon additional indebtedness. Unsecured loans are also expected to be a more illiquid investment than senior loans for this reason.

U.S. Government and U.S. Government-Sponsored Securities (Non-Principal)

U.S. Government securities, such as Treasury bills, notes and bonds and mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agency's obligations; and still others are supported only by the credit of the issuing agency, instrumentality, or enterprise.

Although U.S. Government-sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Association (Fannie Mae) may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury nor supported by the full faith and credit of the U.S. Government.

There is no assurance that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability, or investment character of securities issued by these entities. The value and liquidity of U.S. Government securities may be affected adversely by changes in the ratings of those securities.

Valuation (Principal)

The Fund values private company investments in accordance with valuation guidelines adopted by the Board. There is typically not a readily available market value for the Fund’s private investments. The Fund may utilize the services of one or more independent valuation firms to aid in determining the fair value of these investments. These fair values are typically only estimated valuations or third-party appraisals.

Any such valuation is a subjective analysis of the fair market value of an asset and requires the use of techniques that are costly and time-consuming and ultimately provide no more than an estimate of value. Shareholders should recognize that valuations of illiquid assets involve various judgments and consideration of factors that may be subjective, and as a result, the fair value of the Fund’s private investments may differ significantly from the values that would have been used had a readily available market value existed and may differ materially from the amounts the Fund may realize on any dispositions of such investments. In addition, the impact of changes in the market environment and other events on the fair values of the Fund’s investments that have no readily available market values may differ from the impact of such changes on the readily available market values for the Fund’s other investments. Accordingly, there can be no assurance that the stated net asset value of the Fund, as calculated based on such valuations, will be accurate on any given date, nor can there be any assurance that the sale of any property would be at a price equivalent to the last estimated value of such property.

This could adversely affect shareholders whose Shares are repurchased as well as new shareholders and remaining shareholders. For example, in certain cases, the Fund might receive less than the fair value of its investment in connection with its disposition of the investment, resulting in a dilution of the value of the Shares of shareholders who do not tender their Shares in any coincident tender offer and a benefit to tendering shareholders; in other cases, the Fund might receive more than the fair value of its investment, resulting in a benefit to shareholders remaining in the Fund, but a shortfall to tendering shareholders. In addition, investors would be adversely affected by higher fees payable to PGI if the gross asset value of the Fund is overstated.

Investment Process and Monitoring

As noted above, the Fund’s middle market direct lending team focuses on relationship lending by providing flexible financing solutions to both sponsor-backed and non-sponsored companies throughout North America. The team consists of over 30 professionals dedicated to direct lending with over 225 years of combined middle market direct lending experience across 15 middle market direct lending firms. The team’s credit investing experience spans across many industries and through multiple credit cycles.

The Fund’s investment process begins with an intentional approach to portfolio construction, which prioritizes more recession-resilient industries with high cash flow margins and more recurring business models. The Fund seeks diversification across specific industries with an emphasis on non-cyclical, resilient industries to help reduce expected defaults and enhance potential returns. The Fund generally looks to avoid industries which are more prone to higher default experience (e.g., energy, metals, and mining; retail), while actively managing the risk of each loan and other risk exposures across the portfolio. The Fund’s originators maintain dedicated regional coverage across North America of more than 300 select sponsors. These relationships are focused primarily on mid-sized sponsors with proven industry vertical expertise and sponsors that have demonstrated the ability and willingness to provide additional operational resources and capital support if an investment underperforms expectations and requires support. The Fund seeks to assess all sponsor and agent lender relationships as gold, silver, bronze, or red (avoid) to prioritize its origination efforts to drive desired deal flow. While largely sourcing deals from sponsors, the Fund also seeks to identify key lenders or agents with similar goals and objectives that align with its approach. Finally, non-sponsored originators utilize other channels for loan origination, including internal clients, conversations directly with business owners, commercial banks, business brokers, accounting firms, law firms, and other centers of influence. This approach to origination helps the Fund obtain access to broad deal flow to drive potential differentiated returns while helping to ensure desired portfolio composition.

Through a rigorous underwriting process, the Fund seeks to establish covenants and other documentation protection around key risks, and the Fund’s disciplined process results in a highly selective investment process. The Fund’s process focuses on identifying credit opportunities with a clear investment thesis and limited downside risk. Importantly, investments are underwritten to stress‑case scenarios, based on historic cycles and potential negative future outcomes. The Fund also has set portfolio construction objectives and guidance around industry allocation, realizing that business risk and transactional structure will drive potential realized returns. As part of the Fund’s underwriting process, the Fund seeks to avoid risks that are hard to mitigate or risks with binary outcomes. A significant portion of the performance is expected to be generated by interest income (loans are typically floating rate and include a 1% interest rate floor). The loans also typically generate original issue discount (OID) at time of origination/purchase which, along with additional call protection, enables the Fund the potential to generate enhanced returns.

The Fund continually monitors the overall credit quality of the portfolio with the goal of identifying and addressing any credit issues well in advance of a negative credit event. This monitoring typically involves ongoing monthly and quarterly reporting documents and financials to support continued engagement on the financial health of the borrower. In addition to rating investments in the portfolio based on an internal credit rating system, each investment is expected to be scored on a 1 (best) to 5 (worst) scale. At inception, the score is a 2, meaning the investment is performing as expected and according to its original investment thesis. Over the life of the investment, if the borrower’s financial performance is better than its original thesis, the score may move to a 1. If the borrower shows some deterioration, the score will likely move to 3. Any loan scoring a 3 or worse is expected to be reviewed by the investment adviser’s Investment Committee on a monthly basis, and the investment adviser’s legal team may re-evaluate the credit agreement and all loan documents. In instances of deals scoring a 1 or 2, the same, or substantially similar, underwriting team remains responsible for the ongoing monitoring, analysis, and borrower relationship. If the borrower experiences further deterioration, the original underwriting team remains focused on the borrower analysis, but the Fund also engages additional underwriting resources with significant workout experience to identify potential remedies and structuring solutions. These additional restructuring resources also provide independent perspectives and help avoid any historical bias that may affect judgment when seeking the best solution to preserve value for the Fund. In addition, the investment adviser's legal team is typically involved with any loans scored 3 through 5. The Fund may also seek the service of outside counsel. Many internal team members have workout experience that will be drawn on in each loan restructuring. Lastly, the Fund's investment adviser quartiles the portfolio on a quarterly basis, where each loan is ranked by the investment committee's assessment of risk relative to expected return. This evaluation and analysis is essential to the ongoing management of risks across the portfolio and also establishes parameters for the evaluation of new loan origination. If new loan opportunities generally represent strong value relative to the existing portfolio, the Fund will generally work to increase exposure to the new loan vintage. The Fund seeks to reduce loan production during times when new opportunities represent less risk-adjusted return potential compared to the existing portfolio.

USE OF PROCEEDS

The Fund expects to invest the proceeds of the continuous offering of its Shares as soon as practicable (and in any event, no later than 180 days) after receipt of such proceeds to pursue its investment program, investing the proceeds first in more liquid assets, then into other credit strategies as the opportunities become available to the Fund. There is no minimum amount that must be raised prior to the Fund’s initial investment of net proceeds. It is currently anticipated that the Fund will be able to invest all or substantially all of the net proceeds according to its investment objective and policies soon after receipt of the proceeds, depending on the amount and timing of proceeds available to the Fund as well as the availability of investments consistent with the Fund’s investment objective and policies, and except to the extent proceeds are held in cash to pay distributions or expenses, satisfy repurchase offers, or for temporary defensive purposes. Assets that cannot be invested promptly in accordance with the Fund’s investment objective and policies may be invested in cash and cash equivalents. A delay in the anticipated use of proceeds could lower returns and reduce the Fund’s distribution to Shareholders.

MANAGEMENT OF THE FUND

Board of Trustees

The Fund's Board of Trustees (the "Board") has overall responsibility to manage and control the Fund's business affairs, including the complete and exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Fund’s business. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company. Information about the Fund's Trustees and Officers, including their names, addresses, principal occupations, and other affiliations during the past five years, as well as a description of the committees of the Board, are set forth in the SAI.

The Advisor

Principal Global Investors, LLC (“PGI”), an indirect subsidiary of Principal Financial Group, Inc. ("Principal®"), serves as the manager and advisor for the Fund. Principal® is a leader in global investment management offering businesses, individuals, and institutional clients a wide range of financial products and services, including retirement, asset management, and insurance through a diverse family of financial services companies. Through the Management Agreement with the Fund, PGI provides investment advisory services.


Advisor:			Principal Global Investors, LLC, 711 High Street, Des Moines, IA 50392, is part of a diversified global asset management organization that utilizes a multi-boutique strategy of specialized investment groups and affiliates to provide institutional investors and individuals with diverse investment capabilities, including fixed income, equities, real estate, currency, asset allocation, and stable value. PGI also has asset management offices of affiliate advisors in non-U.S. locations including London, Singapore, Tokyo, Hong Kong, and Sydney. PGI has been an investment advisor since 1998.
Strategies:			In fulfilling its investment advisory responsibilities, PGI day-to-day discretionary investment services (directly making decisions to purchase or sell securities) for the Fund.

Portfolio Management

The day-to-day portfolio management is shared by multiple portfolio managers. The portfolio managers operate as a team, sharing authority and responsibility for research and the day-to-day management of the portfolio.

Tim Warrick, CFA – Managing Director, Group Head

Tim has served as portfolio manager for the Fund since its launch in 2024. Tim has been Principal for over 30 years and leads its Direct Lending business and is the Portfolio Manager for the strategy. He is also a member of the Direct Lending Investment Committee. Tim has spent much of his career managing corporate and U.S. core plus portfolios and continues to manage select portfolios in these strategies. He previously served as Portfolio Management Team Leader with responsibility for overseeing portfolio management functions for all total return fixed income products. Tim also oversaw the corporate trading desk, was one of the first Portfolio Managers for Principal’s general account and began his career at Principal as a fixed income credit analyst focused on both private and public credit. In addition to his responsibilities with the firm, Tim also spent two years with ReliaStar Investment Research, Inc., where he was an Analyst for multiple sectors, including mezzanine debt, leveraged bank loans, corporate bonds and asset-backed securities. Tim received an MBA from Drake University and a Bachelor's Degree in accounting and economics from Simpson College. Tim holds the Chartered Financial Analyst designation and is a member of the CFA Institute.

Matt Darrah – Managing Director – Head of Underwriting

Matt has served as portfolio manager for the Fund since its launch in 2024. Matt leads the Underwriting Team for Principal’s Direct Lending strategy with responsibility for the team’s underwriting philosophy and processes, as well as overseeing the underwriting of new direct loan investment opportunities. Matt is a member of the Direct Lending Investment Committee and has been with PGI since 2020. He has 15 years of experience in direct lending, having previously started the strategy for Capital Southwest, a publicly traded, lower middle market business development company, and also as Portfolio Manager of the leveraged loan strategy for Petrus Asset Management, the primary investment vehicle for Ross Perot and his family. Matt received a Bachelor's Degree in finance from Southern Methodist University.

The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of Shares in the Fund.

The Fund pays PGI a fee for its investment advisory services. The Fund has agreed to pay PGI a management fee at an annual rate equal to 1.25% of the average daily value of the Fund's net assets.

A discussion regarding the basis for the initial approval of the Management Agreement by the Board will be available in the Fund's first report to Shareholders. The basis for subsequent continuations of the Fund's Management Agreement will be provided in annual or semi-annual reports to Shareholders for the periods during which such continuations occur.

Administrator

PGI provides certain accounting and administrative services for the Fund. The Fund has agreed to pay PGI an administration fee at an annual rate equal to 0.10% of the average daily value of the Fund's net assets.

Custodian

The custodians for the Fund are The Bank of New York Mellon and Computershare Trust Company, N.A. The Custodians are responsible for the safeguarding of the Fund's assets.

Transfer Agent

Principal Shareholder Services, Inc. provides transfer agency and dividend payment services necessary to the Fund on a per account basis.

Independent Registered Public Accounting Firm

Ernst & Young LLP serves as the Fund’s independent registered public accounting firm, providing professional services including audits of the Fund’s annual financial statements, assistance and consultation in connection with SEC filings, and preparation, review, and signing of the annual income tax returns filed on behalf of the Fund.

Affiliated Brokerage

Control Persons

A control person is a person who beneficially owns more than 25% of the voting securities of a company. Principal Life Insurance Company has provided the initial capitalization of the Fund and, therefore, is a control person.

Conflicts of Interest

As a general matter, PGI is involved with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or their clients’ interests conflict with those of the Fund.

Subject to the requirements of applicable law, PGI intends to engage in such activities and may receive compensation from third parties for its services. It may provide investment management services (including the sourcing of private debt instruments) to other funds and discretionary managed accounts that follow an investment program like the Fund’s. The Fund may buy or sell securities of an issuer that are also bought or sold by PGI or its clients. The results of the Fund's investment activities may differ from those of the Fund's affiliates, or another account managed by the Fund's affiliates, and it is possible that the Fund could sustain losses during periods in which other accounts achieve profits on their trading for proprietary or other accounts. To the extent that the same investment opportunities might be desirable for more than one account, conflicts could arise in determining how to allocate them, particularly in circumstances where the availability or liquidity of such investment opportunities is limited. PGI has developed policies and procedures reasonably designed to mitigate these conflicts. However, there can be no assurance that an investment opportunity that comes to the attention of PGI or its affiliates will be appropriate for the Fund.

PGI may determine that the Fund should invest on a side-by-side basis with one or more other advisory accounts managed by PGI or its affiliate. In certain circumstances, negotiated co-investments may be made only in accordance with the terms of an exemptive order PGI received from the SEC (the “Order”). Co-investments made under the Order are subject to compliance with the conditions and other requirements contained in the Order, which could limit the Fund’s ability to participate in a co-investment transaction.

Because PGI may allocate certain investment opportunities to multiple funds and accounts, conflicts may arise when other accounts seek to sell investments when the Fund holds similar or the same investments. For example, other accounts in liquidation or wind-down, or with differing liquidity or redemption terms, may seek to sell commonly held investments before the Fund sells such investments. Sale by such other accounts of the same or similar investments, depending upon the volume of sales and the nature of the market, may affect the market value of investments that continue to be held by the Fund.

Other potential conflicts might arise due to compensation arrangements. The management fee received by PGI is based on the Fund’s average daily managed assets plus the income of the Fund’s assets. In addition, the administration fee received by PGI is based on the Fund's average daily managed assets. Finally, the Incentive Fee received by PGI is based on the Fund's net investment income. As a result, PGI may have a financial incentive to cause the Fund to use leverage or invest in more speculative investments to increase the assets or yield of the Fund, and accordingly, the fees it receives. Other clients advised by PGI may pay them a higher asset-based fee or performance-based compensation, which could create an incentive for PGI to favor such clients over the Fund.

Conflicts may arise relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research, or “soft dollars,” if any).

To the extent permitted by applicable law, PGI (or an account managed by PGI) may have economic interests in, or other relationships with, issuers or special purpose vehicles in which the Fund may have an economic interest. Such persons may invest at different levels of an entity’s capital structure or in different classes of an issuer’s securities that give rise to conflicts of interest between or among the various classes of securities that may be held by the Fund and such other clients, including in the case of financial distress of the investment entity. PGI’s partners, security holders, officers, directors, agents, or employees may serve on an issuer’s board of directors or otherwise have ongoing relationships. In such cases, to the extent consistent with applicable law, PGI may be required by its fiduciary obligations on behalf of another account to take actions that are not in the Fund’s best interests. Moreover, the Fund may be limited by applicable law or other policies in its ability to invest in a portfolio company in which PGI or its clients have an investment.

PGI, its affiliates, and their clients may pursue or enforce rights with respect to an issuer in which the Fund has invested, and those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity, and terms of the Fund’s investments may be negatively impacted by the activities of PGI and its affiliates or their clients, and transactions for the Fund may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case.

PGI is authorized to combine purchase or sale orders on the Fund’s behalf together with orders for the other accounts managed by them or their respective affiliates and allocate the securities or other assets so purchased or sold, on an average price basis or other fair and consistent basis, among such accounts. Such aggregation of orders may not always be to the Fund’s benefit with regard to the price or quantity executed.

PGI, by virtue of the activities of their respective principals on behalf of the other accounts or otherwise, may come into possession of material non-public information with respect to an issuer. Should this occur, PGI may be restricted from buying or selling securities of the issuer on the Fund’s behalf until the information becomes public or is no longer deemed material. Such restriction may result in the Fund’s inability to transact in a security when it would be advantageous to the Fund to do so.

PGI and its members, officers and employees devote to the Fund as much time as they deem necessary and appropriate to manage the Fund’s business. Such entities and persons are not restricted from forming additional investment funds, entering into other investment advisory relationships or engaging in other business activities, even though such activities may be in competition with the Fund and/or may involve substantial time and resources. These activities could create a conflict of interest in that the time and effort of such entities and persons will not be devoted exclusively to the Fund’s business but will be allocated between the Fund and other business activities.

Subject to internal compliance policies and applicable law, members, or employees of PGI engage in personal trading of securities and other instruments.

PGI has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions made on behalf of advisory clients, including the Fund, and to help ensure that such decisions are made in accordance with their respective fiduciary obligations to clients. Nevertheless, actual proxy voting decisions may have the effect of favoring the interests of other clients.

Valuation of private assets is a subjective analysis of the fair market value of an asset and requires the use of techniques that are costly and time-consuming and ultimately provide no more than an estimate of value. Valuations of such assets may be provided by PGI even though they may face a conflict of interest in valuing such securities because the value thereof will affect their compensation.

Subject to applicable law, PGI and its affiliates may provide loan servicing, administrative and other services with respect to debt issued by portfolio companies of the Fund and receive servicing fees, special servicing fees, and other similar fees and payments for such services. Any amounts received by PGI, the Fund, or their respective affiliates attributable to loan servicing fees, special servicing fees, administrative, and other similar fees and payments for such services with respect to debt issued by any portfolio investment of the Fund shall not so reduce the Management Fee (or otherwise be allocable to the Fund).

PLAN OF DISTRIBUTION

The Offering

The Fund’s Shares are offered on a continuous basis at their current NAV per share. The minimum initial investment per investor is $100,000 for Institutional Class and Class Y Shares, and $25,000 for Class A Shares. Investors should carefully consider the Fund’s risks and investment objective, as an investment in the Fund may not be appropriate for all investors and is not designed to be a complete investment program. An investment in the Fund involves a high degree of risk. It is possible that investing in the Fund may result in a loss of some or all of the amount invested. Before making an investment/allocation decision, investors should (i) consider the suitability of this investment with respect to an investor or a client’s investment objectives and individual situation and (ii) consider factors such as an investor’s or a client’s net worth, income, age and risk tolerance. Investment should be avoided where an investor (or an investor’s client) has a short-term investing horizon and/or cannot bear the loss of some or all of their investment.

The Fund’s Shares are offered through Principal Funds Distributor, Inc. (the “Distributor”), which is the exclusive distributor of the Shares, on a best-efforts basis. The Fund and the Distributor reserve the right to reject any orders for any reason. Moreover, the Fund may close at any time to new investors or new investments at PGI's discretion.

The Fund’s Shares are not listed for trading on any securities exchange. There is currently no secondary market for the Fund’s Shares, and the Fund does not anticipate that a secondary market will develop for its Shares. Neither PGI nor the Distributor intends to make a market in the Fund’s Shares.

Distributor, Transfer Agent, and Custodian

The Distributor, located at 711 High Street, Des Moines, IA 50392, is the distributor and principal underwriter of the Fund’s Shares. The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is affiliated with PGI through common ownership. In addition, the directors and officers of the Distributor also serve as directors and/or officers of PGI. Under a Distribution Agreement with the Fund, the Distributor is granted the right to sell the Fund’s Shares of the Fund as agent for the Fund. The Distributor offers the Fund’s Shares for sale on a continuous basis and has agreed to use its best efforts to secure purchasers for the Shares. The Shares of the Fund will be offered at NAV per share calculated each regular business day. Please see “DETERMINATION OF NET ASSET VALUE." The Distributor has no obligation to sell any specific quantity of the Fund’s Shares or to buy any of the Shares. The Distributor also acts as agent for the Fund in connection with repurchases of Shares. The Distributor may enter into agreements with selected broker-dealers, banks, or other financial intermediaries for distribution of Shares of the Fund. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements, the Fund and/or PGI, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the Distributor. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, repurchase, and other requests to the Fund.

Principal Shareholder Services, Inc. serves as transfer agent and dividend paying agent for the Fund. Each of Bank of New York Mellon and Computershare Trust Company, N.A. serve as a custodian for the Fund’s assets.

Share Classes

An investment in any share class of the Fund represents an investment in the same assets of the Fund. However, the sales loads and ongoing fees and expenses for each share class are different. The loads, fees and expenses for the Fund are set forth in “Summary of Fund Expenses.” If an investor has hired an intermediary and is eligible to invest in more than one class of shares, the intermediary may help determine which share class is appropriate for that investor. When selecting a share class, you should consider which share classes are available to you, how much you intend to invest, the investment minimum, how long you expect to own shares, and the total costs and expenses associated with a particular share class.

Each investor’s financial considerations are different. You should speak with your financial professional to help you decide which share class is best for you. Not all financial intermediaries offer all classes of shares and all share classes may not be available in every state. If your financial intermediary offers more than one class of shares, you should carefully consider which class of shares to purchase.

Distribution and/or Shareholder Service Expenses

The Fund has adopted a “Distribution and Shareholder Services Plan” with respect to its Class A shares. Under the plan, except as noted below, the Fund makes payments from its assets attributable to Class A shares to the Fund’s Distributor for distribution-related expenses and for providing services to Class A shareholders. Payments under the plan would be made by the Fund to the Distributor pursuant to the plan regardless of the expenses incurred by the Distributor. When the Distributor receives these fees, it may pay some or all of them to intermediaries whose customers are shareholders of the Fund for sales support services and for providing services to Class A shareholders. Intermediaries may include, among others, broker-dealers, registered investment advisors, banks, trust companies, pension plan consultants, retirement plan administrators, and insurance companies. These intermediaries include Principal Securities, Inc., a broker-dealer affiliated with PGI. Because these fees are paid out of Fund assets and are ongoing fees, over time they will increase the cost of your investment in Class A Shares of the Fund and may cost you more than other types of sales charges.

Under the plan, the Fund’s Class A Shares may incur expenses on an annual basis of up to 0.25% of its average monthly net assets.

The Distribution and Shareholder Services Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is not an open-end investment company, it has undertaken to comply with the terms of Rule 12b-1 as a condition of an exemptive order under the 1940 Act which permits it to have asset-based distribution fees.

Payments to Intermediaries

All or a portion of the initial sales charge that you pay for Class A Shares may be paid by the Distributor to intermediaries selling Class A shares.

In addition to payments pursuant to applicable 12b-1 plans, PGI or its affiliates enter into agreements with some intermediaries pursuant to which the intermediaries receive payments for providing services relating to the Fund's Class A and Institutional Class Shares. Examples of such services are administrative, networking, recordkeeping, sub-transfer agency and/or shareholder services. PGI or its affiliates also pay, without reimbursement from the Fund, compensation from their own resources to certain intermediaries that support the distribution of shares of the Fund or provide services to Fund shareholders.

Intermediaries may pay to their financial professionals some or all of the amounts the Distributor and its affiliates pay to the intermediary. The amounts paid to intermediaries vary by share class and by Fund.

In some cases, the Distributor and its affiliates will provide payments or reimbursements related to Class A and Institutional Class Shares in connection with the costs of conferences, educational seminars, training and marketing efforts related to the Fund. Such activities may be sponsored by intermediaries or the Distributor. The costs associated with such activities may include travel, lodging, entertainment, and meals. In some cases, the Distributor will also provide payment or reimbursement for expenses associated with transactions ("ticket") charges and general marketing expenses.

The Distributor and its affiliates do not pay compensation to intermediaries (other than to affiliates of the Distributor) for distribution services or other services to Fund shareholders for Class Y Shares.

The payments described in this prospectus may create a conflict of interest by influencing your financial professional or your intermediary to recommend the Fund over another investment, or to recommend one share class of the Fund over another share class. Ask your financial professional or visit your intermediary's website for more information about the total amounts paid to them by PGI and its affiliates, and by sponsors of other investment companies your financial professional may recommend to you.

Your intermediary may charge you additional fees other than those disclosed in this prospectus. Ask your financial professional about any fees and commissions they charge.

PURCHASING FUND SHARES

Eligibility and Minimum Investment

You must be an eligible purchaser for a particular share class to buy shares of the Fund in that share class. PGI and the Distributor reserve the right to broaden, limit, and change the designation of eligible purchasers without notice. Shares of the Fund are only sold in U.S. jurisdictions. The Fund will not establish accounts registered to foreign individuals or entities, including foreign correspondent accounts. If an existing shareholder with a U.S. address moves outside of the U.S. and updates his or her address on the shareholder's account, we will be unable to process future purchases on that account. Subject to your eligibility and the minimum initial investment requirements, you may invest in the Fund directly or through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans. Neither PGI nor the Fund is responsible for determining the suitability of the Fund or Shares for any investor.


Share Class	Minimum Initial Investment	Minimum Subsequent Investment
A	$25,000.00	No minimum
Institutional	$100,000.00	No minimum
Y	$100,000.00	No minimum

At the Distributor's sole discretion, the Fund may broaden or limit the designation of eligible purchasers, waive some or all of the eligibility requirements (including the minimum initial investment amount), permit certain types of investors to open new accounts, impose further restrictions on purchases, or reject any purchase orders, all without prior notice.

Investments through a Financial Intermediary

Most of the information you will need for managing your investment will come from your financial intermediary. This includes information on how to buy Shares and information about periodic repurchase offers. Your broker-dealer or financial intermediary may charge fees in addition to those described in this Prospectus. Please contact your intermediary for information regarding investment minimums, how to purchase and tender your Shares for repurchase, and applicable fees.

Investors who purchase Shares through financial intermediaries will be subject to the procedures of those intermediaries, which may include charges, investment minimums, cutoff times, and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by their financial intermediary. Investors purchasing Shares through financial intermediaries should acquaint themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. For Shares sold through financial intermediaries not affiliated with Principal, the financial intermediary, and not its customers, will be the Shareholder of record, although customers may have the right to vote Shares depending upon their arrangement with the intermediary.

Opening an Account

You must open an account to purchase Shares. Your financial professional will help you open a new account. For questions about the Fund, please contact your financial professional or call a Client Relations Specialist at 1-800-222-5852.

You must clearly identify the type of account you want on your application. How you register your account with the Fund can affect your legal interests as well as the rights and interests of your family and beneficiaries. You should consult with your legal and/or tax advisor to determine the account registration that best meets your needs. If Shares are held in the name of certain types of accounts such as a corporation, trust, estate, custodianship, guardianship, partnership, or pension and profit-sharing plan, additional documentation may be necessary. Your ability to transfer the Fund’s Shares to another broker-dealer is limited to those broker-dealers with whom the Distributor maintains a selling agreement.

To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, you will be asked for information that will allow the Fund or your financial intermediary to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, and taxpayer identification numbers on the account or other documentation. If concerns arise with verification of your identity, no transactions, other than redemptions, will be permitted while we attempt to reconcile the concerns. If we are unable to verify your identity on a timely basis, we may freeze or close your account or take such other action as we deem appropriate. The Fund will not establish accounts that are for the benefit of a business/organization that is illegal under Federal and/or state law (such as a marijuana clinic) or a person who owns or receives income from such an entity or whose source of funds is illegal.

Shares of the Fund are offered on days on which the New York Stock Exchange (“NYSE”) is open, which generally are weekdays other than national holidays. If you are not purchasing through an omnibus or networked account, your order will be considered received when it is received by the transfer agent in proper and complete form. If you are purchasing through an omnibus or networked account, your order will be considered received when an authorized broker (or its authorized designee) receives it in proper and complete form. Proper and complete form means that your instructions and any required payment have been received by the transfer agent or an authorized broker (or its authorized designee) in the form required by the Fund. Orders received in proper form by the transfer agent, or by an authorized broker (or its authorized designee) for omnibus or networked accounts, before the close of trading on the NYSE (generally 3:00 p.m. Central Time) will be processed at the NAV calculated that day. See “Periodic Repurchase Offers-Determination of Net Asset Value.” The Fund and its transfer agent may, in its sole discretion, determine whether any particular transaction request is in complete and proper form.

Fees and Expenses

Before investing, you should be sure you understand the nature of different costs. This section describes the fees and expenses you may pay if you invest in the Fund. You may pay both one-time fees and ongoing fees. Fees and expenses are important because they lower your earnings.

You should also understand the characteristics of each share class so you can be sure to choose the class that is right for you. Share class selections must be made at the time of purchase. Classes differ regarding the costs associated with buying, redeeming, and holding shares. Your financial professional can help you with this process and can help you choose the share class that is appropriate for you. Financial professionals may receive different compensation depending upon which class of shares you purchase.

•Sales Charge (Initial Fee for Class A) - The offering price for Class A shares is the NAV next calculated after receipt of an investor’s order in proper form by the Fund or its servicing agent, plus any applicable initial sales charge. See Class A Shares- Initial Sales Charge below for more information.

•Management Fee (all Classes) - Through the Management Agreement with the Fund, PGI has agreed to provide investment advisory services and corporate administrative services to the Fund.

•Distribution Fee (Class A) - The Fund has adopted a distribution plan for its Class A shares. Under the plan, Class A pays a distribution fee based on the Fund's average daily NAV. These fees pay distribution and other expenses for the sale of Class A shares and for services provided to shareholders. Because they are ongoing fees, over time, these fees may exceed other types of sales charges.

•Interest Payments on Borrowed Funds (all Classes) - interest paid in connection with outstanding loans.

•Other Expenses (all Classes) - A portion of expenses that are allocated to all classes of the Fund. Other expenses include interest expense, expenses related to fund investments, and index licensing fees. Additional examples of other expenses include:

◦Transfer Agent Fee (all Classes) - Principal Shareholder Services, Inc. (“PSS”) has entered into a Transfer Agency Agreement with the Fund under which PSS provides transfer agent services. These services are currently provided at cost.

◦Administration Fee (all Classes) - PGI has entered into an Administration Agreement with the Fund under which PGI provides certain accounting and administrative services.

◦Certain Operating Expenses (all Classes) - expenses of registering and qualifying shares for sale, the cost of producing and distributing reports and prospectuses to shareholders, the cost of shareholder meetings, and other operating expenses of the Fund.

•Acquired Fund Fees and Expenses (all Classes) - fees and expenses charged by other investment companies in which the Fund invests a portion of its assets.

•Incentive Fee (all Classes)

The incentive fee is calculated and payable quarterly in arrears based upon the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, and is subject to a hurdle rate, expressed as a rate of return on the Fund’s net assets, equal to the greater of (x) 1.50% per quarter (or an annualized rate of 6.00%), or (y) the sum of the current three-month forward-looking term SOFR (i.e., as published two-business days prior to the commencement of the applicable quarter), divided by four, plus 0.75% per quarter (the “Hurdle Rate”), subject to a “catch-up” feature. For this purpose, “pre-incentive fee net investment income” means fund-level book interest income, dividend income, and payment-in-kind income, (and not including amortization/accretion or income generated from original issue discounts), minus the Fund’s operating expense (which, for this purpose, shall include interest payments on fund borrowings as well as other credit facility expenses and not include any distributions and/or shareholder servicing fees, expenses related to fund investments, acquired fund fees and expenses, tax reclaim recovery expenses, litigation, any other extraordinary expense, any class-level specific expenses, or incentive fee) for the quarter. Net assets means the total assets of the Fund minus the Fund’s liabilities. For purposes of the incentive fee, net assets are calculated using the quarter-to-date average net assets for the relevant fiscal quarter.

The Hurdle Rate will be determined at the beginning of each applicable quarter and will remain the same throughout that quarter. In the event that SOFR is discontinued, ceases to be published during a given period, or is otherwise unavailable, 1.50% will be used as the Hurdle Rate for the applicable quarter.

The “catch-up” provision is intended to provide PGI with an incentive fee of 15% on all of the Fund’s pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches a percentage determined based upon the current Hurdle Rate for the applicable quarter. For example, if the Hurdle Rate is 1.50% in a given quarter (i.e., 6.00% on an annualized basis), the catch-up provision is intended to provide PGI with an incentive fee of 15% on all of the Fund’s pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches 1.765% of net assets in any calendar quarter. If the Hurdle Rate is 2.00% in a given quarter (i.e., 8.00% on an annualized basis), the catch-up” provision is intended to provide PGI with an incentive fee of 15% on all of the Fund’s pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches 2.353% of net assets in any calendar quarter.

If the Hurdle Rate is set at 6.00% on an annualized basis for a given quarter, the calculation of the incentive fee for each calendar quarter is as follows:

•No incentive fee is payable to PGI if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, does not exceed the quarterly Hurdle Rate;

•100% of the portion of the Fund’s pre-incentive fee net investment income that exceeds the Hurdle Rate but is less than or equal to 1.765% (the “catch-up”) is payable to PGI if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds the hurdle rate but is less than or equal to 1.765% (7.06% annualized). The “catch-up” provision is intended to provide PGI with an incentive fee of 15% on all of the Fund’s pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches 1.765% of net assets; and

•15% of the portion of the Fund’s pre-incentive fee net investment income that exceeds the “catch-up” is payable to PGI if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds 1.765% (7.06% annualized). As a result, once the Hurdle Rate is reached and the catch-up is achieved, 15% of all the Fund’s pre-incentive fee net investment income thereafter is allocated to PGI.

If the Hurdle Rate is set at 8.00% on an annualized basis for a given quarter, the calculation of the incentive fee for each calendar quarter is as follows:

•100% of the portion of the Fund’s pre-incentive fee net investment income that exceeds the Hurdle Rate but is less than or equal to 2.353% (the “catch-up”) is payable to PGI if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds the hurdle rate but is less than or equal to 2.353% (9.405% annualized). The “catch-up” provision is intended to provide PGI with an incentive fee of 15% on all of the Fund’s pre-incentive fee net investment income when the Fund’s pre-incentive fee net investment income reaches 2.353% of net assets; and

•15% of the portion of the Fund’s pre-incentive fee net investment income that exceeds the “catch-up” is payable to PGI if the Fund’s pre-incentive fee net investment income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds 2.353% (9.405% annualized). As a result, once the Hurdle Rate is reached and the catch-up is achieved, 15% of all the Fund’s pre-incentive fee net investment income thereafter is allocated to PGI.

The following is a graphical representation of the calculation of the incentive fee for each scenario set forth above:

Quarterly Incentive Fee

Fund’s pre-incentive fee net investment income

(expressed as a percentage of the Fund’s Net Assets)

Percentage of the Fund’s pre-incentive fee net investment income allocated to the incentive fee

Quarterly Incentive Fee

Fund’s pre-incentive fee net investment income

(expressed as a percentage of the Fund’s Net Assets)

Percentage of the Fund’s pre-incentive fee net investment income allocated to the incentive fee

These calculations will be appropriately prorated for any period of less than three months.

Examples of the Incentive Fee:

Example #1 –Incentive Fee on pre-incentive fee net investment income for each calendar quarter with a 6.00% annualized Hurdle Rate


Scenarios expressed as a percentage of average net assets	Scenario 1	Scenario 2	Scenario 3
Pre-incentive fee net investment income	0.550%	1.750%	2.800%
•Catch-up incentive fee (maximum of 0.265%)	---	(0.250)%	(0.265)%
•Split incentive fee (15% above 1.765%)	---	---	(0.1553)%
Net Investment Income	0.550%	1.500%	2.380%

Scenario 1 –Incentive Fee on Income

Pre-incentive fee net investment income does not exceed the Hurdle Rate; therefore, there is no catch-up or split incentive fee on pre-incentive fee net investment income.

Scenario 2 –Incentive Fee on Income

Pre-incentive fee net investment income falls between the Hurdle Rate and the catch-up of 1.765%; therefore, the incentive fee on pre-incentive fee net investment income is 100% of the pre-incentive fee above the Hurdle Rate.

Scenario 3 –Incentive Fee on Income

Pre-incentive fee net investment income exceeds the Hurdle Rate and the 1.765% catch-up provision. Therefore, the catch-up provision is fully satisfied by the 0.265% of pre-incentive fee net investment income above the Hurdle Rate and there is a 15% incentive fee on pre-incentive fee net investment income above the 1.765% “catch-up.” This provides a 0.420% incentive fee, which represents 15% of pre-incentive fee net investment income.

Example #2 –Incentive Fee on pre-incentive fee net investment income for each calendar quarter with an 8.00% Hurdle Rate


Scenarios expressed as a percentage of average net assets	Scenario 1	Scenario 2	Scenario 3
Pre-incentive fee net investment income	0.550%	1.750%	2.800%
•Catch-up incentive fee (maximum of 0.351%)	---	---	(0.351)%
•Split incentive fee (15% above 2.353%)	---	---	(0.067)%
Net Investment Income	0.550%	1.750%	2.382%

Scenario 1 –Incentive Fee on Income

Pre-incentive fee net investment income does not exceed the Hurdle Rate; therefore, there is no catch-up or split incentive fee on pre-incentive fee net investment income.

Scenario 2 –Incentive Fee on Income

Pre-incentive fee net investment income does not exceed the Hurdle Rate; therefore, there is no catch-up or split incentive fee on pre-incentive fee net investment income.

Scenario 3 –Incentive Fee on Income

Pre-incentive fee net investment income exceeds the Hurdle Rate and the 2.353% catch-up provision. Therefore, the catch-up provision is fully satisfied by the 0.351% of pre-incentive fee net investment income above the Hurdle Rate and there is a 15% incentive fee on pre-incentive fee net investment income above the 2.353% “catch-up.” This provides a 0.42% incentive fee, which represents 15% of pre-incentive fee net investment income.

Class A Shares - Initial Sales Charge

The offering price for Class A shares is the NAV next calculated after receipt of an investor’s order in proper form by the Fund or its servicing agent, plus any applicable initial sales charge as shown in the table below. The right-hand column in the table indicates what portion of the sales charge is paid to financial professionals and their brokerage firms (“dealers”) for selling Class A shares.

Note: Because of rounding in the calculation of the offering price, the actual maximum front-end sales charge paid by an investor may be higher or lower than the percentages noted.


		Class A Sales Charge as % of:		Dealer Allowance
	Amount of Purchase	Offering Price	Amount Invested	as % of Offering Price
	Less than $100,000	5.75%	6.10%	5.00%
	$100,000 but less than $250,000	4.75%	4.99%	4.00%
	$250,000 but less than $500,000	3.75%	3.90%	3.00%
	$500,000 but less than $1 million	2.50%	2.56%	2.00%
	$1 million or more	0.00%	0.00%	0.00%*
*	The Distributor may pay authorized dealers commissions on purchases of Class A shares over $1,000,000 calculated as follows: 1.00% on purchases between $1,000,000 and $4,999,999.99; 0.50% on purchases between $5,000,000 and $49,999,999.99; and 0.25% on purchases of $50,000,000 or more. The commission rate is determined based on the cumulative investments over the life of the account.

Initial Sales Charge Waivers

Class A shares may be purchased without a sales charge or at a reduced sales charge. The availability of certain sales charge waivers and reductions will depend on whether you purchase your shares directly from the Fund or through a financial intermediary. Intermediaries may have different policies and procedures regarding the availability of initial (front-end) sales charge waivers or reductions. Such intermediary-specific sales charge variations are described in the Appendix to this prospectus entitled "Intermediary-Specific Sales Charge Waivers and Reductions." If you purchase Fund shares through an intermediary listed on the Appendix, you will be eligible to the receive only the intermediary's applicable waivers and reductions. If you purchase Fund shares directly from the Fund or through an intermediary not listed on the Appendix, you will be eligible to receive only the following initial sales charge waivers and reductions. In all instances, it is your responsibility to notify the Fund or your financial intermediary at the time of purchase of any relationship or other facts qualifying you for sales charge waivers or reductions.

Waiver For Purchases of Fund Shares From the Fund or Through Intermediaries Not Listed on the Appendix

•No initial sales charge will apply to purchases of Fund shares if the purchase is of sufficient size as disclosed in the preceding “Class A Sales Charges” table.

•You may reinvest the Class A Share redemption proceeds without a sales charge within 90 days of the redemption, if you previously paid a sales charge.

•The Fund’s Class A Shares may be purchased without an initial sales charge by the following individuals, groups, and/or entities:

•current and former Trustees of Principal Private Credit Fund I, member companies of Principal®, and their active or retired employees, officers, directors, brokers, or agents (for the life of the account). This also includes their immediate family members (spouse, domestic partner, children (regardless of age and including in-laws), and parents, including in-laws) and trusts created by or primarily for the benefit of these individuals;

•any employee or registered representative (and their immediate family members and employees) of an authorized broker-dealer or company that makes available shares of the Fund;

•any investor who buys Class A shares through financial intermediaries, such as a bank, broker-dealer, or other financial institution, and that does not accept or charge the initial sales charge;

•financial intermediaries who offer shares to self-directed investment brokerage accounts; and

•retirement plans or benefit plans, or participants in such plans, where the plan’s investments in the Fund are part of an omnibus account. For clarification, such plans do not include individual retirement arrangements under IRC Section 408, such as Simplified Employee Pensions (SEP), SIMPLE IRAs or other IRAs.

Reductions for Purchases of Fund Shares From the Fund or Through Intermediaries Not Listed on the Appendix

The sales charge varies with the size of your purchase. Purchases made by you, your spouse or domestic partner, your children (including children of your spouse or domestic partner) age 25 or under, and/or a trust created by or primarily for the benefit of such persons (together “a Qualified Purchaser”) will be combined along with the value of existing Fund Class A Shares owned by such persons, to determine the applicable sales charge. If the total amount being invested is near a sales charge breakpoint, you should consider increasing the amount invested to take advantage of a lower sales charge.

EXCHANGING FUND SHARES

A shareholder may exchange shares of one class of the Fund directly for shares of another class of the Fund (an “Intra-Fund Exchange”), subject to the terms and conditions described below. A shareholder requesting an Intra-Fund Exchange must meet the eligibility requirements of the class into which such shareholder seeks to exchange. Additional information regarding the eligibility requirements of each share class is described under “Eligibility and Minimum Investment” above.

In addition, financial intermediaries may, in connection with a change in a client’s account type, at the direction of a client, or otherwise in accordance with a financial intermediary’s policies and procedures, direct the Fund on behalf of the intermediary’s clients to effect an Intra-Fund Exchange. The Fund will effect an Intra-Fund Exchange at the direction of a financial intermediary without making inquiry as to whether the exchange is consistent with the particular intermediary’s policies and procedures or the client’s account type and/or suitability criteria. An investor should contact his or her financial intermediary to learn more about the details of this exchange feature and whether and under what circumstances it may apply in accordance with the investor’s arrangements with the particular intermediary.

Shares of one class of the Fund will be exchanged for shares of a different class of the Fund on the basis of their respective NAVs. Intra-Fund exchanges will not be subject to a sales charge. Ongoing fees and expenses incurred by a given share class may differ from those of other share classes, and a shareholder receiving new shares in an Intra-Fund Exchange may be subject to higher or lower total expenses following such exchange. See “Summary of Fund Expenses” above. While an Intra-Fund Exchange may not be considered a taxable event for income tax purposes, you should consult with your tax adviser regarding possible federal, state, local and foreign tax consequences.

PERIODIC REPURCHASE OFFERS

The Fund is a closed-end “interval fund” and, to provide liquidity and the ability to receive NAV per share on a disposition of at least a portion of your Shares, has adopted a fundamental policy requiring the Fund to offer to repurchase at least 5% and not more than 25% of its Shares at NAV per share on a regular quarterly schedule. Repurchase offers of more than 5% are made solely at the discretion of the Fund’s Board of Trustees, and investors should not rely on any expectation of repurchase offers being made in excess of 5%.

No Shareholder will have the right to require the Fund to repurchase its Shares, except as permitted by the Fund’s interval structure. No public market for the Shares exists, and none is expected to develop in the future. Consequently, Shareholders generally will not be able to liquidate their investment other than as a result of repurchases of their Shares by the Fund, and then only on a limited basis.

Repurchase Dates

The Fund will make quarterly repurchase offers every three months, in the following months: March, June, September, and December.

Repurchase Request Deadline

The Repurchase Request Deadline is the latest date on which Shareholders wishing to tender Shares for repurchase in response to a repurchase offer can tender their Shares. When a repurchase offer commences, at least 21 days before the Repurchase Request Deadline, the Fund will send written notice to each record Shareholder setting forth, among other things:

•The percentage of outstanding Shares that the Fund is offering to repurchase and how the Fund will purchase Shares on a pro rata basis if the offer is oversubscribed.

•The latest date on which Shareholders can tender their Shares in response to a repurchase offer.

•The date that will be used to determine the Fund’s NAV per share applicable to the repurchase offer (the “Repurchase Pricing Date”).

•The date by which the Fund will pay to Shareholders the proceeds from their Shares accepted for repurchase.

•The NAV per share of the Shares as of a date no more than seven days before the date of the written notice and the means by which Shareholders may ascertain the NAV per share.

•The procedures by which Shareholders may tender their Shares and the right of Shareholders to withdraw or modify their tenders before the Repurchase Request Deadline.

•The circumstances in which the Fund may suspend or postpone the repurchase offer.

This notice may be included with a Shareholder report or other Fund document. If you invest in the Fund through a financial intermediary, the notice will be provided to you by your financial intermediary. This notice will also be posted on the Fund’s website at principalam.com/interval.

The Repurchase Request Deadline will be strictly observed. If a Shareholder fails to submit a repurchase request in complete and proper form by the Repurchase Request Deadline, the Shareholder will be unable to liquidate Shares until a subsequent repurchase offer and will have to resubmit a request in the next repurchase offer. Shareholders may withdraw or change a repurchase request with a proper instruction submitted in good form before the Repurchase Request Deadline.

Determination of Repurchase Price and Payment for Shares

The Repurchase Pricing Date will occur no later than the 14th day after the Repurchase Request Deadline (or the next business day if the 14th day is not a business day). The Fund expects to distribute payment to Shareholders between one (1) and three (3) business days after the Repurchase Pricing Date and will distribute such payment no later than seven (7) calendar days after such date (the “Repurchase Payment Deadline”). The Fund’s NAV per share may change materially between the date a repurchase offer is mailed and the Repurchase Request Deadline, and it may also change materially between the Repurchase Request Deadline and Repurchase Pricing Date. The method by which the Fund calculates NAV per share is discussed under “Determination of Net Asset Value.” During the period an offer to repurchase is open, Shareholders may obtain the current NAV per share by calling 1-800-222-5852. You may also obtain the current NAV per share at principalam.com/interval.

The Fund does not currently charge a repurchase fee. The Fund may introduce or modify the amount of a repurchase fee in the future.

Suspension or Postponement of Repurchase Offers

The Fund may suspend or postpone a repurchase offer in limited circumstances set forth in Rule 23c-3 under the 1940 Act, as described below, but only with the approval of a majority of the Trustees, including a majority of Trustees who are not “interested persons” of the Fund, as defined in the 1940 Act.

The Fund may suspend or postpone a repurchase offer only: (i) if making or effecting the repurchase offer would cause the Fund to lose its status as a RIC under Subchapter M of the Code; (ii) for any period during which the NYSE or any other market in which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such market is restricted; (iii) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (iv) for such other periods as the SEC may by order permit for the protection of Shareholders of the Fund. The Fund will provide notice to Shareholders of any suspension or postponement of a repurchase offer.

Oversubscribed Repurchase Offers

There is no minimum number of Shares that must be tendered before the Fund will honor repurchase requests. The Trustees, however, set for each repurchase offer a maximum percentage of Shares that may be repurchased by the Fund. If a repurchase offer by the Fund is oversubscribed, the Fund may repurchase, but is not required to repurchase, additional Shares up to a maximum amount of 2% of the outstanding Shares of the Fund. If the Fund determines not to repurchase additional Shares beyond the repurchase offer amount, or if Shareholders tender an amount of Shares greater than that which the Fund is entitled to repurchase, the Fund will repurchase the Shares tendered on a pro rata basis. The Fund, however, may accept all shares tendered for repurchase by any person who owns beneficially or of record an aggregate of less than 100 Shares and who tenders all of that person’s Shares, before prorating other amounts tendered, provided that (a) this priority is not available to partial tenders or to beneficial or record holders of 100 or more Shares in the aggregate, even if these holders have separate accounts or certificates representing fewer than 100 Shares, and (b) to qualify for this priority, the Shareholder must tender all Shares owned in accordance with the procedures described in the applicable repurchase offer. The Fund does not currently expect to offer to repurchase additional Shares in the event a repurchase offer is oversubscribed.

If any Shares that you wish to tender to the Fund are not repurchased because of proration, you will have to wait until the next repurchase offer and resubmit a new repurchase request, and your repurchase request will not be given any priority over other Shareholders’ requests. Thus, there is a risk that the Fund may not purchase all of the Shares you wish to have repurchased in a given repurchase offer or in any subsequent repurchase offer. In anticipation of the possibility of proration, some Shareholders may tender more Shares than they wish to have repurchased in a particular quarter, increasing the likelihood of proration.

There is no assurance that you will be able to tender your Shares when or in the amount that you desire.

Consequences of Repurchase Offers

From the time the Fund distributes or publishes each repurchase offer notification until the Repurchase Pricing Date for that offer, the Fund must maintain liquid assets at least equal to the percentage of its Shares subject to the repurchase offer. For this purpose, “liquid assets” means assets that may be sold or otherwise disposed of in the ordinary course of business, at approximately the price at which the Fund values them, within the period between the Repurchase Request Deadline and the Repurchase Payment Deadline, or which mature by the Repurchase Payment Deadline. Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than it otherwise would, thus increasing the Fund’s portfolio turnover and potentially causing the Fund to realize losses. The sale of portfolio securities to fund repurchases also could reduce the market price of those underlying securities, which in turn would reduce the Fund’s NAV.

The Fund anticipates that in the ordinary course it will hold liquid securities, and it is permitted to borrow up to the maximum extent permitted under the 1940 Act to purchase investments to satisfy the obligation to maintain “liquid assets”, or to meet repurchase requests. There is no assurance that the Fund will be able sell a significant amount of additional Shares so as to avoid borrowing to meet repurchase obligations. Repurchase of the Fund’s Shares will tend to reduce the amount of outstanding Shares and, depending upon the Fund’s performance, its net assets. A reduction in the Fund’s net assets would increase the Fund’s expense ratio, to the extent that additional Shares are not sold and expenses otherwise remain the same (or increase). In addition, to the extent the Fund sells portfolio holdings to fund repurchase requests, the repurchase of Shares by the Fund will be a taxable event for the Shareholders of repurchased Shares, and potentially even for Shareholders that do not participate in the repurchase offer. For a discussion of these tax consequences, see “TAX CONSIDERATIONS."

DETERMINATION OF NET ASSET VALUE

The share price of the Fund is calculated each day the New York Stock Exchange (“NYSE”) is open (share prices are not calculated on the days on which the NYSE is closed for trading, generally New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday/ Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, and Christmas). The share price is determined as of the close of business of the NYSE (normally 3:00 p.m. Central Time). When an order to buy shares is received, the share price used to fill the order is the next price we calculate after we receive the order (in proper form). To process your transaction purchase on the day we receive it, we must receive the order, with complete information:

•on a day that the NYSE is open and

•before the close of trading on the NYSE (normally 3:00 p.m. Central Time).

Purchase orders received after the close of the NYSE or on days that the NYSE is not open will be processed on the next day that the NYSE is open for normal trading. The Fund will not treat an intraday unscheduled disruption in NYSE trading as a closure of the NYSE and will price its shares as of 3:00 p.m. Central Time, if the particular disruption directly affects only the NYSE.

The Fund's share price is calculated by dividing the total Fund assets, less all liabilities, by the total number of outstanding Shares.

If market quotations are not readily available for an investment owned by a Fund, its fair value is determined using a policy approved by the Board. The Fund expects that it will hold a high proportion of Level 3 investments relative to its total investments. The inputs to the valuation methodology of Level 3 investments are unobservable and significant to the overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category generally include investments in privately held entities.

PGI has engaged an independent valuation firm to fair value certain of the Fund’s Level 3 investments daily. A retained independent valuation firm will have expertise in complex valuations associated with alternative investments and utilize a variety of techniques to calculate an investment’s valuation. The valuation approach may vary by investment but may include comparable public market valuations, comparable transaction valuations and discounted cash flow analyses. All factors that might materially impact the value of an investment (e.g., operating results, financial condition, achievement of milestones, economic and/or market events and recent sales prices) may be considered. The factors and methodologies used for the valuation of such investments are not necessarily an indication of the risks associated with investing in those investments nor can it be assured that the Fund can realize the fair value assigned to an investment if it were to sell the investment. Because such valuations are inherently uncertain, they often reflect only periodic information received by PGI about such companies’ financial condition and/or business operations, which may be on a lagged basis and therefore fluctuate over time and can be based on estimates. Determinations of fair value may differ materially from the values that would have been used if an exchange-traded market for these investments existed.

DISTRIBUTIONS AND DISTRIBUTION REINVESTMENT POLICIES

Distribution Policy

The Fund intends to distribute most or all of its net earnings and realized gains, if any, in the form of dividends from net investment income (“dividends”) and distributions of net realized capital gains (“capital gain distributions,” and together with dividends, “distributions”). The Fund intends to declare and distribute dividends to Shareholders of record on at least a quarterly basis. A portion of the Fund’s distribution may consist of a return of capital (i.e. from your original investment). Shareholders should not assume that the source of a distribution from the Fund is net profit. Net realized capital gain distributions, if any, are usually declared and paid in December for the prior twelve-month period ending October 31. The Fund does not have a fixed distribution rate nor does it guarantee that it will pay any distributions in any particular period.

Distribution Options

When completing your application, you may select one of the following options for distributions. Notify the Fund of a change in your distribution option at least 10 days before the record date of the distribution.

•Full Reinvestment. Distributions from the Fund will be reinvested in additional Shares of the same class of the Fund. This option will be selected automatically unless one of the other options is specified.

•Part Cash and Part Reinvestment. You may request to have part of your distributions paid in cash and part of your distributions reinvested in additional Shares of the same class of the Fund.

•All Cash. Distributions will be paid in cash. You may choose to send your distributions directly to your bank account or request to have a check sent to you.

The Fund reserves the right to automatically reinvest any distributions into your account that are less than $10. Distributions paid in Shares will be credited to your account at the next determined NAV per share.

The Board reserves the right to change the distribution policy from time to time.

Distribution Reinvestment Policy

The Fund has a distribution reinvestment policy administered by Principal Shareholder Services, Inc. Pursuant to the policy, a Shareholder who elects to have distributions reinvested in whole or in part in additional Shares of the Fund or who do not specify a distribution option will have his or her pro rata portion of the Fund’s income dividends or capital gains or other distributions (each, a “distribution” and collectively, “distributions”), net of any applicable U.S. withholding tax, reinvested in Shares of the Fund. Under the distribution reinvestment policy, the Fund’s distributions to Shareholders are reinvested in full and fractional Shares as described below.

When the Fund declares a distribution, the transfer agent, on the Shareholder’s behalf, will receive additional authorized Shares from the Fund either newly issued or repurchased from Shareholders by the Fund and held as treasury Shares. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution by the Fund’s NAV per share.

The transfer agent will maintain all Shareholder accounts and furnish written confirmations of all transactions in the accounts, including information needed by Shareholders for personal and tax records. The transfer agent will hold Shares in the account of each Shareholder in non-certificated form in the name of the Shareholder, and each Shareholder’s proxy, if any, will include Shares purchased pursuant to the distribution reinvestment policy. A proxy solicitor will distribute all proxy solicitation materials, if any, to participating Shareholders.

In the case of Shareholders, such as banks, brokers or nominees, that hold Shares for others who are beneficial owners participating under the distribution reinvestment policy, the transfer agent will administer the distribution reinvestment policy on the basis of the number of Shares certified from time to time by the record Shareholder as representing the total amount of Shares registered in the Shareholder’s name and held for the account of beneficial owners participating under the distribution reinvestment policy. Shareholders whose Shares are held in the name of a bank, broker or nominee should contact the bank, broker or nominee for details. Such Shareholders may not be able to transfer their Shares to another bank or broker and continue to participate in the distribution reinvestment policy.

Neither the transfer agent nor the Fund shall have any responsibility or liability beyond the exercise of ordinary care for any action taken or omitted pursuant to the distribution reinvestment policy, nor shall they have any duties, responsibilities, or liabilities except such as expressly set forth herein. Neither shall they be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without limitation, failure to terminate a participant’s account prior to receipt of written notice of his or her death or with respect to prices at which Shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject to applicable provisions of the federal securities laws.

The automatic reinvestment of distributions will not relieve participants of any federal, state, or local income tax that may be payable (or required to be withheld) on such distributions. See “Tax Considerations.”

The Fund reserves the right to amend or terminate the distribution reinvestment policy. There is no direct service charge to participants with regard to purchases under the distribution reinvestment policy; however, the Fund reserves the right to amend the distribution reinvestment policy to include a service charge payable by the participants.

All correspondence concerning the distribution reinvestment policy should be sent to:

Principal Private Credit Fund I

P.O. Box 219971

Kansas City, MO 64121-9971

DESCRIPTION OF THE SHARES

Description of Capital Structure and Shares

The following is a brief description of the capital structure of the Fund. This description is not complete and is subject to and qualified in its entirety by reference to the Declaration and the Fund’s By-Laws (the “By-Laws”). The Declaration and By-Laws are each exhibits to the registration statement of which this Prospectus is a part.

The Fund is a statutory trust established under the laws of the State of Delaware. The Declaration provides that the Trustees of the Fund may authorize separate classes of shares of beneficial interest. The Declaration authorizes the division of the beneficial interest in each Class into Shares without limitation as to number, with or without par value. The Fund currently offers three share classes: A, Institutional, and Y.

Shareholders will be entitled to the payment of distributions when, as, and if declared by the Board. All Shares have equal rights to the payment of distributions and the distribution of assets upon liquidation. Shares will, when issued, be fully paid and non-assessable by the Trust and will have no pre-emptive or conversion rights or rights to cumulative voting.

Upon liquidation of the Fund, after paying or adequately providing for the payment of all liabilities of the Fund and the liquidation preference with respect to any outstanding preferred shares, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Board may distribute the remaining assets of the Fund pro rata among the holders of the Shares.

The Board may classify or reclassify any issued or unissued shares of the Fund into shares of any class by redesignating such shares or by setting or changing in any one or more respects, from time to time, the preferences, conversion, or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of repurchase of such shares. Any such classification or reclassification will comply with the provisions of the Declaration and the 1940 Act.

The Declaration provides for indemnification out of Fund property against liability and against all expenses reasonably incurred or paid by any Shareholder in connection with any claim, action, suit, or proceeding in which such Shareholder becomes involved as a party or otherwise by virtue of Shareholder being or having been a Shareholder in the Fund.

The Fund does not intend to hold annual meetings of Shareholders unless required by law. If the Fund does hold a meeting of Shareholders, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote.

The following table shows the amounts of Shares of the Fund that were authorized and outstanding as of May 16, 2024:


Share Class	Amount Authorized	Amount Held by the Fund or for its Account	Amount Outstanding Excluding Amount Shown Under Column 3
A	Unlimited	—	1,000
Institutional	Unlimited	—	1,000
Y	Unlimited	—	4,111,892

Anti-Takeover and Other Provisions in the Declaration of Trust

The Declaration of Trust includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to change the composition of the Board. These provisions may have the effect of discouraging attempts to acquire control of the Fund, which attempts could have the effect of increasing the expenses of the Fund and interfering with the normal operation of the Fund. The Trustees are elected for indefinite terms and do not stand for reelection. A Trustee may be removed from office, with or without cause, by a written instrument signed by a majority of the Trustees or by a vote of shareholders owning at least two‑thirds of the outstanding shares of the Fund. The Declaration of Trust contains inhibiting provisions that would operate with respect to an extraordinary transaction such as a merger, reorganization, tender offer, sale, or transfer of substantially all of the Fund’s asset, or liquidation.

The Fund’s Declaration of Trust states that no shareholder of a share class may bring a derivative action with respect to such class unless holders of at least ten percent of the outstanding shares of that class join in the bringing of such action. The Declaration of Trust also generally requires that such shareholders first make a pre‑suit demand and undertake to reimburse the Trust for the expense of any counsel or advisors used when considering the merits of the demand in case the Board determines not to bring such action. Following receipt of the demand, the Board must be afforded a reasonable amount of time to investigate and consider the demand. In each case, these requirements do not apply to shareholder derivative claims arising under the federal securities laws to the extent that any such federal securities laws, rules, or regulations do not permit such application.

Reference should be made to the Declaration of Trust on file with the SEC for the full text of these provisions.

TAX CONSIDERATIONS

The Fund has elected and intends to qualify and be eligible to be treated each year as a regulated investment company (a “RIC”) under the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on its taxable income and gains that it timely distributes to shareholders in accordance with the requirements of the Code. The Fund intends to distribute its income and gains in a way that it will not be subject to a federal excise tax on certain undistributed amounts. As noted above, distributions are taxable whether shareholders receive them in cash or reinvest them in additional shares. The Fund must satisfy certain diversification tests under the Code to qualify as a RIC.

The Fund must also invest in assets which produce types of income specified in the Code (Qualifying Income) to retain its RIC status. To help ensure the Fund meets the Qualifying Income requirements, the Fund may form one or more wholly owned subsidiaries in one or more jurisdictions, each of which would be treated as a corporation for U.S. federal income tax purposes. The Fund, for tax purposes, would limit its investments in subsidiaries to no more than 25% of the value of its total assets. A domestic subsidiary of the Fund generally will be subject to U.S. federal and any applicable state income tax at regular corporate rates on its taxable income, which taxes (and any other taxes borne by subsidiaries) would adversely affect the returns from investments held through the subsidiaries.

If the Fund were to fail to qualify and be eligible to be treated as a RIC, the Fund would be subject to corporate-level taxation, thereby reducing the return on a shareholder’s investment. In addition, the Fund could be required to recognize unrealized gains, pay taxes, and make distributions (which could be subject to interest charges) before requalifying for taxation as a RIC.

It is a policy of the Fund to make distributions of substantially all of its investment income and any net realized capital gains. Shareholders are responsible for federal income tax (and any other taxes, including state and local income taxes, if applicable) on dividends and capital gains distributions whether such dividends or distributions are paid in cash or care reinvested in additional shares. Special tax rules apply to distributions from IRAs and other retirement accounts. You should consult a tax advisor to determine the suitability of the Fund as an investment by such a plan and the tax treatment of Fund distributions.

Generally, dividends paid by the Fund from interest, dividends, or net short-term capital gains will be taxed as ordinary income. Distributions properly designated by the Fund as deriving from net gains on securities held for more than one year are taxable as such (generally at a 15% tax rate for individuals and taxable trusts, some individuals and taxable trusts will be subject to a 20% tax rate), regardless of how long you have held your shares. Distributions of investment income properly designated by the Fund as derived from “qualified dividend income” will be taxed at the rates applicable to long-term capital gains. Some high-income individuals and taxable trusts will be subject to a Medicare 3.8% tax on unearned net investment income.

A return of capital is a non-dividend distribution that is not paid out of the earnings and profits of the Fund. A return of capital distribution is generally not taxed until your investment in the Fund has been recovered. A return of capital reduces your cost basis in the Fund which may increase your tax liability upon the sale of your Fund shares or upon subsequent distributions in respect of your investment in the Fund.

Some of the investments that the Fund is expected to make, such as investments in debt instruments having market discount and/or treated as issued with original issue discount (“OID”), may cause the Fund to recognize income or gain for U.S. federal income tax purposes prior to the receipt of any corresponding cash or other property. As a result, the Fund may have difficulty meeting the 90% distribution requirement necessary to maintain RIC tax treatment. Because this income will be included in the Fund’s investment company taxable income for the tax year it is accrued, the Fund may be required to make a distribution to Shareholders to meet the distribution requirements described above, even though the Fund will not have received any corresponding cash or property. The Fund may be required to borrow money, dispose of other securities, or forgo new investment opportunities for this purpose.

There may be uncertainty as to the appropriate treatment of certain of the Fund’s investments for U.S. federal income tax purposes. In particular, the Fund expects to invest a portion of its net assets in below investment grade instruments. U.S. federal income tax rules with respect to such instruments are not entirely clear about issues such as whether and to what extent the Fund should recognize interest, OID, or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Fund, to the extent necessary, in connection with the Fund’s general intention to distribute sufficient income to qualify and maintain its qualification to be subject to tax as a RIC and to minimize the risk that it becomes subject to U.S. federal income or excise tax.

Because of tax law requirements, you must provide the Fund with an accurate and certified taxpayer identification number (for individuals, generally a Social Security number) to avoid “back-up” withholding, which is imposed at a rate of 24%. The Fund is required in certain cases to withhold and remit to the U.S. Treasury 24% of ordinary income dividends and capital gain dividends, and the proceeds of redemption of shares, paid to any shareholder who: has provided either an incorrect tax identification number or no number at all; is subject to backup withholding by the Internal Revenue Service for failure to report the receipt of interest or dividend income properly; or has failed to certify to the Fund that it is not subject to backup withholding or that it is a corporation or other "exempt recipient."

A shareholder recognizes gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sales or redemption and the shareholder's adjusted tax basis in the shares. Under section 302 of the Code, the Fund’s repurchase of a shareholder’s shares generally will be treated as an exchange, and thus eligible for capital gain treatment, if it (1) results in a “complete termination” of the shareholder’s interest in the Fund, (2) results in a “substantially disproportionate” redemption (the functional equivalent of a repurchase) with respect to shareholder, or (3) is “not essentially equivalent to a dividend.” For these purposes, (a) a “substantially disproportionate” redemption is one that reduces the shareholder’s percentage interest in the Fund’s voting shares by more than 20%, and after which he or she owns a less-than-50% voting interest in the Fund, and (b) a repurchase is “not essentially equivalent to a dividend” if it results in a “meaningful reduction” of a Shareholder’s percentage interest in the Fund. Whether a reduction is “meaningful” depends on the particular facts and circumstances. The Fund cannot predict whether or the extent to which any repurchase offer will be oversubscribed. If any such offer is oversubscribed, proration of tenders pursuant thereto will cause the Fund to accept fewer shares than are tendered. Therefore, a Shareholder can be given no assurance that a sufficient number of his or her shares will be purchased pursuant to any such offer to ensure that that purchase will be treated as an exchange. If a payment by the Fund to a shareholder is not treated as in exchange for the repurchased shares, it may be treated as a distribution under the Code. That distribution will be treated as a dividend to the extent it is made out of the Fund’s earnings and profits and will be fully taxable as ordinary income or qualified dividend income without regard to the shareholder’s adjusted basis in his or her shares. To the extent the distribution is not made out of the Fund’s earnings and profits, it will reduce the shareholder’s adjusted tax basis in his or her shares (which would result in a higher tax liability when the shares are sold, even if they had not increased in value, or, in fact, had lost value), and then, after that basis is reduced to zero, as realized capital gain.

All or a portion of any loss so recognized on a sale or redemption may be disallowed if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of the Fund is considered capital gain or loss (long-term capital gain or loss if the shares were held for longer than one year). However, any capital loss arising from the sales or redemption of shares held for six months or less is disallowed and is treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income under current rules.

If a shareholder incurs a sales charge in acquiring shares of the Fund, disposes of such shares less than 91 days after they are acquired, and subsequently acquires shares of the Fund or another fund at a reduced sales charge pursuant to a right to reinvest at such reduced sales charge acquired in connection with the acquisition of the shares disposed of, then the sales charge on the shares disposed of (to the extent of the reduction in the sales charge on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of but shall be treated as incurred on the acquisition of the shares subsequently acquired.

Any gain resulting from the redemption of your shares will generally also be subject to tax. You will need to select a cost basis method to be used to calculate your reported gains and losses prior to or at the time of any redemption or exchange. If you do not select a method, the Fund's default method of average cost will be applied to the transactions. The cost basis method used on your account could significantly affect your taxes due and should be carefully considered. You should consult your tax advisor for more information on your own tax situation, including possible foreign, state, and local taxes.

Investments by the Fund in certain derivatives may cause the Fund to recognize taxable income in excess of the cash generated by such instruments. As a result, the Fund could be required at times to liquidate other investments to satisfy its distribution requirements under the Code. The Fund’s use of derivatives will also affect the amount, timing, and character of the Fund’s distributions.

Early in each calendar year, the Fund will notify you of the amount and tax status of distributions paid to you for the preceding year.

A dividend or distribution made shortly after the purchase of shares of the Fund by a shareholder, although in effect a return of capital to that shareholder, would be taxable to that shareholder as described above, subject to a holding period requirement for dividends designated as qualified dividend income.

The information contained in this prospectus is not a complete description of the federal, state, local, or foreign tax consequences of investing in the Fund. You should consult your tax advisor before investing in the Fund.

REPORTS TO SHAREHOLDERS

The Fund sends out periodic investment reports, including annual audited financial statements, to all investors. To reduce duplicative mail and fees and expenses of the Fund, the Fund may, in accordance with applicable law, send a single copy of the Fund’s Prospectus and shareholder reports to your household even if more than one family member in your household owns shares of the Fund. Additional copies of the Prospectus and shareholder reports may be obtained by calling 1-800-222-5852. If you do not want to consolidate your Fund mailings and would prefer to receive separate mailings at any time in the future, please call the number above and the Fund will furnish separate mailings, in accordance with instructions, within 30 days of your request.

ADDITIONAL INFORMATION

A Registration Statement on Form N-2, including any amendments thereto (the “Registration Statement”), relating to the Fund, has been filed by the Fund with the SEC. The Prospectus and the SAI are parts of, but do not contain all of the information set forth in, the Registration Statement, including any exhibits and schedules thereto. For further information with respect to the Fund and its Shares, reference is made to the Fund’s Registration Statement. Statements contained in the Prospectus and the SAI as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference.

How to Contact Us

Mailing Addresses:


Regular Mail			Overnight Mail
Principal Private Credit Fund I			Principal Private Credit Fund I
P.O. Box 219971			430 W. 7th Street, Ste. 219971
Kansas City, MO 64121-9971			Kansas City, MO 64105-1407

You may speak with a Client Relations Specialist by calling 1-800-222-5852, between 8:00 a.m. and 5:00 p.m. Central Time on any day that the NYSE is open.

To obtain Automated Clearing House (“ACH”) or wire instructions, please contact a Client Relations Specialist.

For additional information about Principal Funds, Inc., go to www.PrincipalAM.com/IntervalProspectuses.

APPENDIX A - INTERMEDIARY-SPECIFIC SALES CHARGE WAIVERS AND REDUCTIONS

Certain intermediaries have different policies and procedures regarding the availability of sales charge waivers and reductions, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the Fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or reductions. In order to receive a waiver or reduction offered by one intermediary or the Fund, the purchaser must purchase Fund shares from the Fund or intermediary offering the waiver or reduction. Please see the section of the prospectus entitled “PURCHASING FUND SHARES” for more information on sales charges and waivers available for different classes.

Currently, the following intermediaries have implemented a schedule of sales charge waivers and reductions, as described below;

Not applicable at this time.

PRINCIPAL PRIVATE CREDIT FUND I

Statement of Additional Information

Dated June 3, 2024

This Statement of Additional Information (“SAI”) is not a prospectus but should be read in conjunction with the Prospectus dated June 3, 2024, as supplemented from time to time. This SAI does not include all information that a prospective investor should consider before purchasing Shares, and investors should obtain and read the Prospectus prior to purchasing such Shares. A copy of the Prospectus may be obtained without charge by calling 1-800-222-5852 or by writing Principal Private Credit Fund I, P.O. Box 219971, Kansas City, MO 64121-9971, or you may access the Prospectus on the Fund’s website at www.PrincipalAM.com/IntervalProspectuses. Capitalized terms in this SAI have the same meaning as in the Prospectus, unless otherwise defined.


TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY			3
ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS			3
MANAGEMENT OF THE FUND			5
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES			11
INVESTMENT ADVISORY AND OTHER SERVICES			11
PORTFOLIO MANAGERS			15
BROKERAGE ALLOCATION AND OTHER PRACTICES			16
TAX INFORMATION			17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS			19
APPENDIX A - DESCRIPTION OF DEBT RATINGS			36
APPENDIX B - PROXY VOTING POLICIES			39

GENERAL INFORMATION AND HISTORY

The Fund is a non-diversified closed-end management investment company that is operated as an interval fund. The Fund has no operating history.

The Fund is part of a “Fund Complex,” which is comprised of the Fund and the following registered management investment companies: Principal Funds, Inc., Principal Variable Contracts Funds, Inc., Principal Exchange Traded Funds, and Principal Real Asset Fund.

PGI may recommend to the Board of Trustees, and the Board may elect, to close the Fund to new and/or existing investors, to close certain share classes to new and/or existing investors, or to liquidate the Fund.

ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS

The investment objective and principal investment strategies and risks of the Fund, as well certain non-principal strategies and risks, are set forth in the Prospectus under “INVESTMENT STRATEGIES AND RISKS." Certain additional investment information is set forth below. Except as described below as "Fundamental Policies," the investment strategies described in this SAI and the Prospectus are not fundamental and may be changed without shareholder approval.

Unless otherwise indicated, the restrictions apply at the time transactions are entered into. Accordingly, any later increase or decrease beyond the specified limitation, resulting from market fluctuations or in a rating by a rating service, does not require elimination of any security from the portfolio.

Fundamental Policies

The Fund’s stated fundamental policies may be changed only by the affirmative vote of a majority of the outstanding Shares of the Fund, except as permitted by the Investment Company Act of 1940 (the "1940 Act") or other governing statute and the rules thereunder, the SEC, or other regulatory agency with authority over the Fund. For the purposes of this SAI, “majority of the outstanding Shares of the Fund” means the vote, at an annual or special meeting of shareholders duly called, of (a) 67% or more of the Shares present at such meeting, if the holders of more than 50% of the outstanding Shares of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding Shares of the Fund, whichever is less. As fundamental policies, the Fund:

1)may not issue senior securities, except to the extent permitted by applicable law, including but not limited to the 1940 Act.

2)may not engage in short sales, purchases on margin, or the writing of put and call options, except to the extent permitted by applicable law, including but not limited to the 1940 Act.

3)may not purchase or sell commodities, except to the extent permitted by applicable law, including but not limited to the 1940 Act.

4)may not purchase, hold, or deal in real estate or real estate mortgages, except to the extent permitted by applicable law, including but not limited to the 1940 Act. For purposes of this restriction, "real estate" does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, and the Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund’s ownership of securities.

5)may not borrow money, except to the extent permitted by applicable law, including but not limited to the 1940 Act.

6)may not make loans, except to the extent permitted by applicable law, including but not limited to the 1940 Act.

7)has elected to be non-diversified.

8)may not concentrate, 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, its investments in a particular industry or group of industries.

9)may not underwrite securities of other issuers, except to the extent permitted by applicable law, including but not limited to the 1940 Act, including insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, in connection with the disposition of its portfolio securities.

Fundamental Repurchase Policies

The Fund has adopted a fundamental policy that it will make quarterly repurchase offers for no less than 5% and not more than 25% of its Shares at a price equal to net asset value per Share, unless suspended or postponed in accordance with regulatory requirements, and that each quarterly repurchase pricing shall occur on the Repurchase Pricing Date (as defined in the Prospectus), all in accordance with the requirements set forth in Rule 23c-3(b)(2)(i). Specifically:

•The Fund will make quarterly repurchase offers pursuant to Rule 23c-3 under the 1940 Act, as it may be amended from time to time.

•The Fund will repurchase Shares that are tendered by a specific date (the “Repurchase Request Deadline”), which will be established by the Board in accordance with Rule 23c-3, as amended from time to time. Rule 23c-3 requires the Repurchase Request Deadline to be no less than twenty-one (21) and no more than forty-two (42) days after the Fund sends notification to Shareholders of the repurchase offer.

•There will be a maximum fourteen (14) calendar day period (or the next business day if the 14th calendar day is not a business day) between the Repurchase Request Deadline and the date on which the Fund’s net asset value applicable to the repurchase offer is determined (the “Repurchase Pricing Date”).

Non-Fundamental Policy - Rule 35d-1 under the 1940 Act

The Fund has adopted the non-fundamental policy pursuant to SEC Rule 35d-1 to invest, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, in the type of investments, industry or geographic region (as described in the Prospectus) as suggested by the name of the Fund. This policy applies at the time of purchase. The Fund will provide sixty (60) days’ notice to shareholders prior to implementing a change in this policy for the Fund.

For purposes of testing this requirement, the Fund includes all investments that have economic characteristics similar to those suggested by the Fund name. For example, the value of certain investments for purposes of the 80% test may include cash and/or cash equivalents to the extent used to cover the Fund’s exposure to such investments. The Fund will typically count the mark-to-market value of derivative investments, but it may use a derivative contract’s notional value when it determines that notional value is an appropriate measure of the Fund’s exposure. The Fund will also count its investments in underlying funds toward the requirement as long as the underlying fund focuses on the particular type of investment suggested by the Fund name.

Environmental, Social, and Governance Factors in the Selection of Portfolio Securities

The portfolio managers of the Fund consider one or more environmental, social, and/or governance (“ESG”) factors along with other, non-ESG factors in making investment decisions. The consideration of ESG factors is intended to further the stated objective of the Fund. These ESG factors are generally no more significant than other factors in the investment selection process, such that ESG factors may not be determinative in deciding to include or exclude any particular investment in the portfolio. By way of example, environmental factors can include one or more of the following: climate change, natural resources, pollution and waste, and environmental opportunities. Social factors can include one or more of the following: human capital, product liability, stakeholder opposition, and social opportunities. Governance factors can include corporate governance and/or corporate behavior. Integration of ESG factors is qualitative and subjective by nature. There is no guarantee that the criteria used, or judgment exercised, will reflect the beliefs or values of any particular investor. Further, there is no assurance that any strategy or integration of ESG factors will be successful or profitable.

Portfolio Turnover

Portfolio turnover is a measure of how frequently a portfolio's securities are bought and sold. It is not possible to predict future turnover rates with accuracy. Many variable factors are outside the control of a portfolio manager. Each portfolio manager considers the economic effects of portfolio turnover but generally does not treat the portfolio turnover rate as a limiting factor in making investment decisions.

The Fund is a new fund and therefore does not have a portfolio turnover rate, or variations in such rates, to disclose.

MANAGEMENT OF THE FUND

Leadership Structure and Board of Trustees

The Fund’s Board has overall responsibility for overseeing the Fund’s operations in accordance with the 1940 Act, other applicable laws, and the Fund’s Agreement and Declaration of Trust. Board Members who are affiliated persons of any investment advisor, the principal distributor, or the principal underwriter of the Fund Complex are considered “interested persons” of the Fund (as defined in the 1940 Act) and are referred to in this SAI as "Interested Board Members." Board Members who are not Interested Board Members are referred to as "Independent Board Members."

Each Board Member generally serves until the next annual meeting of stockholders or until such Board Member’s earlier death, resignation, or removal. The Board elects officers to supervise the day-to-day operations of the Fund. Officers serve at the pleasure of the Board.

The Board meets in regularly scheduled meetings throughout the year. Board meetings may occur in-person, by telephone, or virtually. In addition, the Board holds special meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. Independent Board Members also meet annually to consider renewal of advisory contracts.

The Chair of the Board is an interested person of the Fund. The Independent Trustees have appointed a lead Independent Trustee whose role is to review and approve, with the Chair, each Board meeting's agenda and to facilitate communication between and among the Fund's Independent Trustees, management, and the full Board. The Board's leadership structure is appropriate for the Fund given its characteristics and circumstances, including the number of portfolios, variety of asset classes, net assets, and distribution arrangements. The appropriateness of this structure is enhanced by the establishment and allocation of responsibilities among the Committees (described below), which report their activities to the Board on a regular basis.

Risk oversight forms part of the Board's general oversight of the Fund and is addressed as part of various Board and Committee activities. As part of its regular oversight of the Fund, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Fund management, the Fund's Chief Compliance Officer, the independent registered public accounting firm for the Fund, and internal auditors for PGI or its affiliates, as appropriate, regarding risks faced by the Fund. The Board, with the assistance of Fund management and PGI, reviews investment policies and risks in connection with its review of the Fund's performance. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Fund's compliance program and reports to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part of the Board's periodic review of the Fund's advisory and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board has designated PGI as the Fund's Valuation Designee, as permitted by SEC Rule 2a-5 under the 1940 Act, where PGI is responsible for the day-to-day valuation and oversight responsibilities of the Fund. PGI has established a Valuation Committee to fulfill its oversight responsibilities as the Fund's Valuation Designee.

Each Board Member has significant prior senior management, strategic, financial, regulatory, and/or investment experience. The following is a summary of the experience, qualifications, attributes, and skills of each Trustee. Board Members are selected and retained based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Board members, a commitment to the interests of shareholders, and, for each Independent Board Member, a demonstrated willingness to take an independent and questioning view of management. In addition to these general qualifications, the Board seeks members who will build upon the Board's diversity. Below is a brief discussion of the specific education, experience, qualifications, or skills that led to the conclusion that each person identified below should serve as a Board Member. The information in this section should not be understood to mean that any of the Trustees is an "expert" within the meaning of the federal securities laws.

Independent Trustees

Danielle E. Davis. Ms. Davis has served as an Independent Board Member of the Fund since 2024. Since 2022, Ms. Davis has served as the Head of Corporate Development Strategy of Chainalysis. She served as the Managing Director - Chief Mergers and Acquisitions Counsel of IHS Markit from 2018 to 2022; Associate General Counsel of Nielsen from 2015 to 2018; and Business and Finance Associate for Morgan, Lewis & Bockius LLP from 2011 to 2015. Through her education and employment experience, Ms. Davis is experienced with strategic, financial, regulatory, and investment matters.

Shane C. Goodwin. Mr. Goodwin has served as an Independent Board Member of the Fund since 2024. Since 2018, Mr. Goodwin has served as the Associate Dean, Graduate Programs and Executive Education Professor of Practice, Department of Finance for the Southern Methodist University Cox School of Business. He also serves as the Managing Director, Head of the Applied Corporate Governance Institute for The Center for Global Enterprise since 2016. Mr. Goodwin served as the Senior Fellow and Project Director for Columbia Law School and Columbia Business School from 2016 to 2018; as Managing Director, Head of Southwest Investment Banking for Wells Fargo Securities from 2010 to 2015; and Senior Investment Banking Executive for Goldman, Sachs & Co. from 2006 to 2009. Through his education and employment experience, Mr. Goodwin is experienced with strategic, financial, regulatory, and investment matters.

James E. Stueve. Mr. Stueve has served as an Independent Board Member of the Fund since 2024. Since 2017, Mr. Stueve has been the owner of Stueve Insights LLC. Mr. Stueve served as Executive Vice President of AIG Financial Distributors/Corebridge Financial from 2018 to 2023; President of Ridgeworth Investments from 2007 to 2017; and Executive Vice President of AIM Investments/Invesco from 1993 to 2007. He served as a trustee of Angel Oak Funds Trust from 2018 to 2019. Through his education, employment, and board experience, Mr. Stueve is experienced with strategic, financial, regulatory, and investment matters.

Interested Trustees

Barbara Wenig. Ms. Wenig has served as Chair, President and Chief Executive Officer of the Fund since 2024. She has also served as Executive Managing Director - Global Head of Operations and Services for Principal® Asset Management since 2021, when she joined Principal®. From 2018 to 2021, Ms. Wenig served as the Head of Client Platform for Neuberger Berman. Through her education and experience, Ms. Wenig is experienced with financial, marketing, regulatory, and investment matters.

Board Committees

The Board has established an Audit Committee and a Nominating and Governance Committee to assist it in its oversight functions. These Committees must report their activities to the Board on a regular basis. The Committees consist solely of the Independent Board Members.


Committee and Independent Board Members	Primary Purpose and Responsibilities	Meetings Held During the Last Fiscal Year
Audit Committee Shane C. Goodwin, Chair Danielle E. Davis James E. Stueve	The Committee's primary purpose is to assist the Board by serving as an independent and objective party to monitor the Fund's accounting policies, financial reporting and internal control system, as well as the work of the independent registered public accountants. The Audit Committee assists Board oversight of 1) the integrity of the Fund's financial statements; 2) the Fund's compliance with certain legal and regulatory requirements; 3) the independent registered public accountants' qualifications and independence; and 4) the performance of the Fund's independent registered public accountants. The Audit Committee also provides an open avenue of communication among the independent registered public accountants, PGI's internal auditors, Fund management, and the Board.	N/A
Nominating and Governance Committee Danielle E. Davis, Chair Shane C. Goodwin James E. Stueve	The Committee’s primary purpose is to oversee the structure and efficiency of the Board and the committees. The Committee is responsible for evaluating Board membership and functions, committee membership and functions, insurance coverage, and legal matters. The Committee’s nominating functions include selecting and nominating Independent Board Member candidates for election to the Board. Generally, the Committee requests nominee suggestions from Board Members and management. In addition, the Committee considers candidates recommended by shareholders of the Fund. Recommendations should be submitted in writing to the Fund Secretary, in care of the Fund, 711 High Street, Des Moines, IA 50392. Such recommendations must include all information specified in the Committee’s charter and must conform with the procedures set forth in Appendix A thereto, which can be found at https://brandassets.principal.com/m/62ba87c8c68bda08/original/Principal-Private-Credit-Fund-Nominating-Governance-Committee-Charter.pdf. Examples of such information include the nominee’s biographical information; relevant educational and professional background of the nominee; the number of shares of each Fund owned of record and beneficially by the nominee and by the recommending shareholder; any other information regarding the nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies for the election of board members; whether the nominee is an “interested person” of the Funds as defined in the 1940 Act; and the written consent of the nominee to be named as a nominee and serve as a board member if elected. When evaluating a potential nominee for Independent Board Member, the Committee may consider, among other factors: educational background; relevant business and industry experience; whether the person is an “interested person” of the Fund as defined in the 1940 Act; and whether the person is willing to serve, and willing and able to commit the time necessary to attend meetings and perform the duties of an Independent Board Member. In addition, the Committee may consider whether a candidate’s background, experience, skills, and views would complement the background, experience, skills, and views of other Board Members and would contribute to the diversity of the Board. The final decision is based on a combination of factors, including the strengths and the experience an individual may bring to the Board. The Board does not regularly use the services of professional search firms to identify or evaluate potential candidates or nominees.	N/A

Additional Information Regarding Board Members and Officers

The following tables present additional information regarding the Board Members and Fund Complex officers, including their principal occupations, which, unless specific dates are shown, are of more than five years duration. For each Board Member, the tables also include information concerning other directorships held in reporting companies under the Securities Exchange Act of 1934 or registered investment companies under the 1940 Act.

INDEPENDENT BOARD MEMBERS

Name, Address,

and Year of Birth

Positions Held with Fund

Principal Occupation(s)

During Past 5 Years

Number of Portfolios Overseen in Fund Complex

Other Directorships

Held During Past 5 Years

Danielle E. Davis
711 High Street
Des Moines, IA 50392
1981

Trustee (since 2024)

Head of Corporate Development and Strategy, Chainalysis (blockchain data company)

(since 2022)

Managing Director and Chief M&A Counsel, S&P Global (formerly, IHS Markit) (financial information company) (2018-2022)

None

Shane C. Goodwin
711 High Street
Des Moines, IA 50392
1968

Trustee (since 2024)

Associate Dean & Professor, Cox School of Business at Southern Methodist University (since 2018)

Managing Director, The Center for Global Enterprise (research and analytics) (2017-2023)

None

James E. Stueve
711 High Street
Des Moines, IA 50392
1964

Trustee and Lead Independent Trustee (since 2024)

Owner, Stueve Insights LLC (consulting services) (since 2018)

Executive Vice President,

AIG Financial Distributors (2019-2023)

Angel Oak Funds Trust (6)
(2018-2019)

INTERESTED BOARD MEMBERS

Name, Address, and

Year of Birth

Positions Held with Fund

Principal Occupation(s)

During Past 5 Years*

Number of Portfolios Overseen in Fund Complex

Other Directorships

Held During Past 5 Years

Barbara Wenig
711 High Street
Des Moines, IA 50392
1972

Trustee, Chair,
Chief Executive Officer and President (since 2024)

Principal Financial Group*

Executive Managing Director - Global Head of Operations and Services - Principal Asset Management (since 2021)

Neuberger Berman

Head of Client Platform (2018-2021)

None


FUND OFFICERS
Name, Address, and Year of Birth	Position(s) Held with Fund Complex	Principal Occupation(s) During Past 5 Years
George Djurasovic 711 High Street Des Moines, IA 50392 1971	Vice President and General Counsel (since 2023)	Principal Financial Group* Vice President and General Counsel – Principal Asset ManagementSM (since 2022) Artisan Partners Limited Partnership Global Chief Compliance Officer (2013-2022)
Calvin Eib 711 High Street Des Moines, IA 50392 1963	Assistant Tax Counsel (since 2023)	Principal Financial Group* Counsel (since 2021) Transamerica Tax Counsel (2016-2021)
Beth Graff 711 High Street Des Moines, IA 50392 1968	Vice President and Assistant Controller (since 2021)	Principal Financial Group* Senior Director – Fund Accounting (since 2024) Director – Fund Accounting (2016-2024)
Gina L. Graham 711 High Street Des Moines, IA 50392 1965	Treasurer (since 2016)	Principal Financial Group* Vice President and Treasurer (since 2016)


FUND OFFICERS
Name, Address, and Year of Birth	Position(s) Held with Fund Complex	Principal Occupation(s) During Past 5 Years
Megan Hoffmann 711 High Street Des Moines, IA 50392 1979	Vice President and Controller (since 2021)	Principal Financial Group* Senior Director – Fund Administration (since 2024) Director – Accounting (2020-2024) Assistant Director – Accounting (2017-2020)
Laura B. Latham 711 High Street Des Moines, IA 50392 1986	Counsel and Assistant Secretary (since 2023) Assistant Counsel and Assistant Secretary (2018-2023)	Principal Financial Group* Counsel (since 2018)
Diane K. Nelson 711 High Street Des Moines, IA 50392 1965	AML Officer (since 2016)	Principal Financial Group* Director – Compliance (since 2024) Chief Compliance Officer/AML Officer (2015-2024)
Tara Parks 711 High Street Des Moines, IA 50392 1983	Vice President and Assistant Controller (since 2021)	Principal Financial Group* Senior Director – Fund Tax (since 2024) Director – Accounting (2019-2024) ALPS Fund Services Tax Manager (2011-2019)
Deanna Y. Pellack 711 High Street Des Moines, IA 50392 1987	Counsel and Assistant Secretary (since 2023) Assistant Counsel and Assistant Secretary (2022-2023)	Principal Financial Group* Counsel (since 2022) The Northern Trust Company Vice President (2019-2022)
Sara L. Reece 711 High Street Des Moines, IA 50392 1975	Vice President and Chief Operating Officer (since 2021) Vice President and Controller (2016-2021)	Principal Financial Group* Managing Director – Global Fund Ops (since 2021) Director – Accounting (2015-2021)
Teri R. Root 711 High Street Des Moines, IA 50392 1979	Chief Compliance Officer (since 2018)	Principal Financial Group* Chief Compliance Officer – Funds (since 2018) Vice President (since 2015)
Michael Scholten 711 High Street Des Moines, IA 50392 1979	Chief Financial Officer (since 2021)	Principal Financial Group* Assistant Vice President and Actuary (since 2021) Chief Financial Officer – Funds/Platforms (2015-2021)
Adam U. Shaikh 711 High Street Des Moines, IA 50392 1972	Vice President and Assistant General Counsel (since 2023) Assistant Secretary (since 2022) Assistant Counsel (2006-2023)	Principal Financial Group* Assistant General Counsel (since 2018)
John L. Sullivan 711 High Street Des Moines, IA 50392 1970	Counsel and Assistant Secretary (since 2023) Assistant Counsel and Assistant Secretary (2019-2023)	Principal Financial Group* Assistant General Counsel (since 2023) Counsel (2019-2023)
Dan L. Westholm 711 High Street Des Moines, IA 50392 1966	Assistant Treasurer (since 2006)	Principal Financial Group* Assistant Vice President – Treasury (since 2013)
Beth C. Wilson 711 High Street Des Moines, IA 50392 1956	Vice President and Secretary (since 2007)	Principal Financial Group* Director and Secretary – Funds (since 2007)
Jared A. Yepsen 711 High Street Des Moines, IA 50392 1981	Assistant Tax Counsel (since 2017)	Principal Financial Group* Assistant General Counsel (since 2023) Counsel (2015-2023)


•The reference to Principal Financial Group includes positions held by the Interested Board Member / Fund Officer, including as an officer, employee, and/or director, with affiliates or subsidiaries of Principal Financial Group. The titles set forth in this SAI are each Interested Board Member's / Fund Officer’s title with Principal Workforce, LLC, an affiliated entity of PGI that is the payroll employer of the Interested Board Member and Fund Complex Officers.

Board Member Ownership of Securities

The following tables set forth the dollar range of the equity securities of the Fund, and the aggregate dollar range of equity securities in all registered investment companies overseen by each Board Member in the Fund Complex, which were beneficially owned by each Board Member as of December 31, 2023. As of that date, Board Members did not own shares of the Fund because the Fund had not yet issued any shares.

For the purpose of these tables, beneficial ownership means a direct or indirect pecuniary interest. Only Interested Board Members are eligible to participate in an employee benefit program that invests in the Fund Complex. Please note that exact dollar amounts of securities held are not listed. Rather, ownership is listed based on the following dollar ranges:

A $0

B $1 up to and including $10,000

C $10,001 up to and including $50,000

D $50,001 up to and including $100,000

E $100,001 or more


INDEPENDENT BOARD MEMBERS
Board Member	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Member in Fund Complex
Danielle E. Davis	A	A
Shane C. Goodwin	A	A
James E. Stueve	A	A


INTERESTED BOARD MEMBERS
Board Member	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Member in Fund Complex
Barbara Wenig	A	A

Board Member and Officer Compensation

The Fund does not pay any remuneration to its officers or to any Board Members listed above as Interested Board Members. The Board annually considers a proposal to reimburse PGI for certain expenses, including a portion of the compensation of the Fund's Chief Compliance Officer ("CCO"). If the proposal is adopted, the compensation amount is allocated across the Fund and the other PGI-sponsored registered investment companies for which the CCO serves as the Chief Compliance Officer, based on the relative net assets of each portfolio.

Each Independent Board Member is to receive compensation for service as a member of the Fund’s Board based on a schedule that takes into account an annual retainer amount, serving as a committee chair, and expenses incurred.

The following table provides information regarding the compensation received by the Independent Board Members from the Fund and from the Fund Complex during the fiscal year ended March 31, 2024. On that date, there were 4 registrants (with a total of 126 portfolios) in the Fund Complex. The Fund does not provide retirement benefits or pensions to any of the Board Members.


INDEPENDENT BOARD MEMBERS
Board Member	Aggregate Compensation from the Fund(1)	Total Compensation from the Fund and Fund Complex Paid to Board Members(1)
Danielle E. Davis	$0	$0
Shane C. Goodwin	$0	$0
James E. Stueve	$0	$0

(1)Estimated for the current fiscal year. For purposes of the third column, Fund Complex only consists of the Fund. The listed Board Members receive no compensation from any fund in the Fund Complex, other than the Fund because they only serve as Board Members of the Fund (and no other portfolios in the Fund Complex).

Code of Ethics

The Fund, PGI, and Principal Funds Distributor, Inc. have adopted a Code of Ethics ("Code") under Rule 17j-1 of the 1940 Act. Under the Code, personnel are only permitted to engage in personal securities transactions in accordance with certain conditions relating to such person’s position, the identity of the security, the timing of the transaction, and similar factors. Transactions in securities that may be held by the Fund are permitted, subject to compliance with applicable provisions of the Code. Personal securities transactions must be reported quarterly, and broker confirmations of such transactions must be provided for review. The Code is available on the EDGAR Database on the SEC’s website at www.SEC.gov. In addition, copies of the Code may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov.

Proxy Voting Policies

The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to PGI. PGI will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed by the Board, and which are found in Appendix B. Any material changes to the proxy policies and procedures will be submitted to the Board for approval.

The Fund had not commenced operations prior to the date of this SAI. Accordingly, the Fund has not voted any proxies as of the date of this SAI.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

A principal shareholder is any person that owns of record or beneficially 5% or more of any class of a company's outstanding voting securities. A control person is a shareholder that owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of the Fund. The actions of an entity or person that controls the Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over the Fund, or large requests for repurchase by a control person or principal shareholder could cause a repurchase offer to be oversubscribed, causing shareholders to be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer.

As of the date of this SAI, Principal Life Insurance Company is the sole shareholder of the Fund and, therefore, a control person. It is anticipated, however, that Principal Life Insurance Company will no longer be a control person once the Fund commences investment operations and the Fund’s Shares are sold to the public.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisor

PGI (doing business as Principal Asset Management), an indirect subsidiary of Principal Financial Group, Inc. ("Principal®"), serves as the manager and advisor for the Fund. Through the investment advisory agreement with the Fund, PGI provides investment advisory services. PGI also serves as administrator for the Fund. Through the administration agreement, PGI provides certain accounting and administrative services to the Fund.

Affiliated Persons of the Fund Who Are Affiliated Persons of PGI

For more information about affiliated persons of the Fund who are also affiliated persons of PGI or affiliated advisors, see the Interested Trustee and Officer tables included in "MANAGEMENT OF THE FUND."

Investment Advisory Agreement

The Investment Advisory Agreement between the Fund and PGI (the “Advisory Agreement”) provides that PGI will provide overall investment supervision of the assets of the Fund. The Advisory Agreement became effective April 15, 2024, and will continue in effect for an initial two-year term. Thereafter, the Advisory Agreement will continue in effect from year to year provided such continuance is specifically approved at least annually by the Board of Trustees. The vote for approval must include the approval of a majority of the Independent Trustees. The Advisory Agreement terminates automatically upon assignment. The Advisory Agreement is terminable at any time without penalty by the Board of Trustees or by the vote of a majority of the outstanding shares of the Fund. PGI may terminate the agreement on 60 days written notice to the Fund.

For providing the investment advisory services, PGI, under the terms of the Investment Advisory Agreement for the Fund, is entitled to receive a fee computed and accrued daily and payable monthly at an annual rate equal to 1.25% of the average daily value of the Fund's net assets. In addition, PGI, under the terms of the Investment Advisory Agreement, may receive an incentive fee from the Fund depending on the Fund’s net investment income. For an explanation of how the incentive fee is calculated, see the prospectus section entitled “PURCHASING FUND SHARES” – “Fees and Expenses.”

Administration Agreement

The Administration Agreement between the Fund and PGI (the "Administration Agreement") provides that PGI will provide certain accounting and administrative services to the Fund. The Administration Agreement became effective April 15, 2024 and will continue in effect for an initial two-year term. Thereafter, the Administration Agreement will continue in effect from year to year provided such continuance is specifically approved at least annually by the Board of Trustees. The vote for approval must include the approval of a majority of the Independent Trustees. The Administration Agreement is terminable at any time without penalty by the Board of Trustees or by PGI. Either party may terminate the agreement on 60 days' written notice to the other party.

For providing the administration services, PGI, under the terms of the Administration Agreement with the Fund, is entitled to receive a fee computed and accrued daily and payable monthly at an annual rate equal to 0.10% of the average daily value of the Fund’s net assets.

Fund Operating Expenses

All costs and expenses not expressly assumed by PGI under the Advisory Agreement are paid by the Fund, including, but not limited to: (a) interest and taxes; (b) brokerage commissions; (c) insurance premiums; (d) compensation and expenses of the Fund’s Trustees other than those affiliated with PGI; (e) legal and audit expenses; (f) fees and expenses of the Fund’s custodian and transfer agent; (g) expenses of computing the Fund’s NAV, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third parties; (h) expenses incident to the issuance of the Fund’s shares, including issuance of shares on the payment of, or reinvestment of, dividends; (i) fees and expenses incident to the registration under Federal or state securities laws of the Fund or its shares; (j) expenses of preparing, printing and mailing reports and notices and proxy material to shareholders; (k) all other expenses incidental to holding meetings of the shareholders; (l) dues or assessments of or contributions to the Investment Company Institute or its successor, or other industry organizations; (m) such non-recurring expenses as may arise, including litigation affecting the Fund and the legal obligations that the Fund may have to indemnify its officers and Trustees with respect thereto; and (n) all expenses, if any, that the Fund agrees to bear in any distribution agreement or in any plan adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act.

Contractual Limits on Total Annual Fund Operating Expenses

PGI has contractually agreed to limit the Fund's expenses (excluding incentive fees, interest expense on fund borrowings (but including other expenses associated with the credit facility), expenses related to fund investments, acquired fund fees and expenses, and tax reclaim recovery expenses and other extraordinary expenses) on certain share classes of the Fund as shown below. The reductions and reimbursements are in amounts that maintain total operating expenses at or below certain limits. The limits are expressed as a percentage of average daily net assets attributable to each respective class on an annualized basis. Subject to applicable expense limits, the Fund may reimburse PGI for expenses incurred by PGI during the current fiscal year and the previous two fiscal years.


Limit
Class A	Institutional Class	Class Y	Expiration
2.60%	2.30%	2.10%	July 31, 2025

Management Fees Paid

Because the Fund had not commenced operations prior to the date of this SAI, no management fees have been paid to PGI as of the date of this SAI.

Administration Fees Paid

Because the Fund has not commenced operations prior to the date of this SAI, no administration fees have been paid to PGI as of the date of this SAI.

Underwriting and Distribution Services

Principal Funds Distributor, Inc. (the "Distributor") (711 High Street, Des Moines, IA 50392), an affiliate of PGI, is the principal underwriter and distributor of the Fund's Shares. Because the Fund had not commenced operations prior to the date of this SAI, no fees have been paid to the Distributor as of the date of this SAI.

For more information about affiliated persons of the Fund who are also affiliated persons of the Distributor, see the Interested Trustee and Officer tables "MANAGEMENT OF THE FUND."

Distribution Fees and/or Service (12b-1) Fees

The Fund has adopted a “Distribution and Shareholder Services Plan” with respect to its Class A Shares under which the Fund may compensate financial industry professionals for distribution-related expenses, if applicable, and providing ongoing services in respect of clients with whom they have distributed Shares of the Fund. Such services may include electronic processing of client orders, electronic fund transfers between clients and the Fund, account reconciliations with the Fund’s sub-transfer agent, facilitation of electronic delivery to clients of Fund documentation, monitoring client accounts for back-up withholding and any other special tax reporting obligations, maintenance of books and records with respect to the foregoing, and such other information and liaison services as the Fund, or the Manager may reasonably request. Under the Distribution and Shareholder Services Plan, the Fund’s Class A Shares may incur expenses on an annual basis of up to 0.25% of its average monthly net assets.

Payments under the distribution and/or servicing plan may be made for activities such as advertising, printing, and mailing the Prospectus to persons who are not current shareholders, compensation to underwriters, compensation to broker-dealers, compensation to sales personnel, and interest, carrying, or other financing charges. Because the Fund is newly organized, the Fund did not pay any distribution and/or service fees in a prior fiscal year.

The Fund may pay fees to intermediaries such as banks, broker-dealers, financial advisers or other financial institutions for sub-administration, sub-transfer agency and other services, including, but not limited to, recordkeeping, shareholder or participant reporting or shareholder or participant recordkeeping (“recordkeeping and processing-related services”) associated with shareholders whose shares are held of record in omnibus, other group accounts (for example, 401(k) plans) or accounts traded through registered securities clearing agents. These fees are paid directly or indirectly by the Fund in light of the fact that other costs may be avoided by the Fund where the intermediary, not the Fund’s service providers, provides shareholder services to Fund shareholders. The intermediary may impose other account or service charges directly on account holders or participants. In addition, depending on the arrangements, the Advisor and/or Distributor or their affiliates may, out of their own resources, compensate such financial intermediaries or their agents directly or indirectly for such recordkeeping and processing-related services. The services provided and related payments vary from firm to firm.

PGI and its affiliates may, out of their own resources, make additional payments to financial intermediaries who sell shares of the Fund. Such payments and compensation are in addition to any fees paid or reimbursed by the Fund. These payments may include: (i) additional compensation with respect to the sale and/or servicing of Shares, (ii) payments based upon various factors described below and (iii) financial assistance programs to firms who sell or arrange for the sale of Fund shares including, but not limited to, remuneration for: the firm’s internal sales contests and incentive programs, marketing and sales fees, expenses related to advertising or promotional activity and events and shareholder record keeping or miscellaneous administrative services. From its own profits and resources, PGI may, from time to time, make payments to qualified wholesalers, registered financial institutions and third-party marketers for marketing support services and/or retention of assets. In addition to marketing and/or financial support payments described above, payment for travel, lodging and related expenses may be provided for attendance at Fund seminars and conferences, e.g., due diligence meetings held for training and educational purposes. PGI intends that the payment of these concessions and any other compensation offered will conform with state and federal laws and the rules of any self-regulatory organization, such as the Financial Industry Regulatory Authority (“FINRA”). The participation of such firms in financial assistance programs is at the discretion of the firm and PGI. The payments described in (iii) above may be based on sales or the amount of assets a financial intermediary’s clients have invested in the Fund. The actual payment rates to a financial intermediary will depend upon how the particular arrangement is structured (e.g., solely asset-based fees, solely sales-based fees or a combination of both) and other factors such as the length of time assets have remained invested in the Fund, redemption rates and the willingness of the financial intermediary to provide access to its representatives for educational and marketing purposes. The payments to financial intermediaries described in this section and elsewhere in this SAI, which may be significant to the financial intermediaries, may create an incentive for a financial intermediary or its representatives to recommend or sell shares of a particular Fund or shares class over other mutual funds or share classes. Additionally, these payments may result in the Fund’s inclusion on a sales list, including a preferred or select sales list, or in other sales programs. Investors should contact their financial representative for details about the payment the financial intermediaries may receive.

Additional Payments to Intermediaries

As of April 30, 2024, the Distributor anticipates that the firms that will receive additional payments as described in the prospectus (other than sales charges, Rule 12b-1 fees and Expense Reimbursement) include, but are not necessarily limited to, the following:

There are no such firms as of this stated date.

The preceding list is subject to change at any time without notice. Any additions, modifications, or deletions to the financial intermediaries identified in this list that have occurred since the date noted above are not reflected. To obtain a current list, call 1-800-222-5852.

Custodian

The custodians for the Fund are The Bank of New York Mellon and Computershare Trust Company, N.A. The custodians are responsible for safeguarding the Fund’s assets.

Transfer Agent and Dividend Paying Agent

Principal Shareholder Services, Inc. ("PSS") (711 High Street, Des Moines, IA 50392), an affiliate of PGI, provides transfer agency and dividend payment services necessary to the Fund.

Independent Registered Public Accounting Firm

Ernst & Young LLP serves as the Fund’s independent registered public accounting firm, providing professional services including audits of the Fund’s annual financial statements, assistance, and consultation in connection with Securities and Exchange Commission filings, and preparation, review, and signing of the annual income tax returns filed on behalf of the Fund.

PORTFOLIO MANAGERS

This section contains information about portfolio managers and the other accounts they manage, their compensation, and their ownership of securities. The "Ownership of Securities" tables reflect the portfolio managers' beneficial ownership, which means a direct or indirect pecuniary interest.

Information in this section is as of April 30, 2024, unless otherwise noted.


	Other Accounts Managed
Principal Private Credit Fund I	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
Tim Warrick
Registered investment companies	1	$41.3 million	0	$0
Other pooled investment vehicles	3	$254.7 million	1	$100.9 million
Other accounts	1	$76.1 million	0	$0
Matt Darrah
Registered investment companies	1	$41.3 million	0	$0
Other pooled investment vehicles	3	$254.7 million	1	$100.9 million
Other accounts	1	$76.1 million	0	$0

Compensation

PGI offers investment professionals a competitive compensation structure that is evaluated annually relative to other global asset management firms to ensure its continued competitiveness and alignment with industry best practices. The objective of the structure is to offer market competitive compensation that aligns individual and team contributions with firm and client performance objectives in a manner that is consistent with industry standards and business results.

Compensation for investment professionals at all levels is comprised of base salary and variable incentive components. As team members advance in their careers, the variable component increases in its proportion commensurate with responsibility levels. In addition, PGI may offer certain investment professionals the opportunity to participate in an incentive fee participation program, which would entitle such employees to receive additional compensation equal to a portion of the incentive fee received from the Fund (if any). The variable component and the incentive fee participation program are designed to reinforce delivery of investment performance, firm performance, team collaboration, regulatory compliance, operational excellence, client retention and client satisfaction. Investment performance for purposes of the variable component is measured on a pretax basis against relative client benchmarks and peer groups over one year, three-year and five-year periods, calculated quarterly, reinforcing a longer term orientation.

Payments under the variable incentive plan are delivered in the form of cash or a combination of cash and deferred compensation. Payments under the incentive fee participation program are expected to be paid in the form of cash and are expected to be based on the number of "points" awarded to each applicable employee. The amount of incentive delivered in the form of deferred compensation depends on the size of an individual’s incentive award as it relates to a tiered deferral scale. Deferred compensation is required to be invested into Principal Financial Group (“PFG”) restricted stock units and funds managed by the team, via a co-investment program. Both payment vehicles are subject to a three-year vesting schedule. Payments under the incentive fee participation program (if any) would not be subject to vesting and would be paid on receipt of incentive fees by PGI from the Fund. The overall measurement framework and the deferred component are well aligned with our desired focus on clients’ objectives (e.g. co-investment), alignment with Principal stakeholders, and talent retention.

In addition to deferred compensation obtained through their compensation programming, team members have investments acquired through their participation in the PFG’s employee stock purchase plan, retirement plans offered by the Principal (e.g. 401(k) plan) and direct personal investments. It should be noted that the Company’s retirement plans and deferred compensation plans generally utilize its non-registered group separate accounts or commingled vehicles rather than the traditional mutual funds. However, in each instance these vehicles are managed in lockstep alignment with the mutual funds (i.e. “clones”).

Ownership of Securities

The Fund had not commenced operations prior to the date of this SAI. Accordingly, the portfolio managers do not beneficially own any Shares of the Fund as of the date of this SAI.

Conflicts of Interest

Portfolio managers at PGI typically manage multiple accounts. These accounts may include, among others, mutual funds, proprietary accounts, and separate accounts (assets managed on behalf of pension funds, foundations, and other investment accounts). The management of multiple funds and accounts may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees. In addition, the side-by-side management of these funds and accounts may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities, and the aggregation and allocation of trades. PGI seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, PGI has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Because the Fund generally acquires and disposes of its investments in privately negotiated transactions, it infrequently uses brokers in the normal course of business. To the extent, however, that PGI, on behalf of the Fund, uses a broker to execute a purchase or sale of portfolio securities, the following disclosures would apply.

Brokerage on Purchases and Sales of Securities

All orders for the purchase or sale of portfolio securities are placed on behalf of the Fund by PGI. In distributing brokerage business arising out of the placement of orders for the purchase and sale of securities for any Fund, the objective of PGI is to obtain the best overall terms. In pursuing this objective, PGI considers all matters it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and executing capability of the broker or dealer, confidentiality, including trade anonymity, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). This may mean in some instances that PGI will pay a broker commissions that are in excess of the amount of commissions another broker might have charged for executing the same transaction when PGI believes that such commissions are reasonable in light of a) the size and difficulty of the transaction, b) the quality of the execution provided, and c) the level of commissions paid relative to commissions paid by other institutional investors. Such factors are viewed both in terms of that particular transaction and in terms of all transactions that broker executes for accounts over which PGI exercises investment discretion. The Board has also adopted a policy and procedure designed to prevent the Fund from compensating a broker/dealer for promoting or selling Fund shares by directing brokerage transactions to that broker/dealer for the purpose of compensating the broker/dealer for promoting or selling Fund shares. Therefore, PGI may not compensate a broker/dealer for promoting or selling Fund shares by directing brokerage transactions to that broker/dealer for the purpose of compensating the broker/dealer for promoting or selling Fund shares. PGI may purchase securities in the over-the-counter market, utilizing the services of principal market makers unless better terms can be obtained by purchases through brokers or dealers, and may purchase securities listed on the NYSE from non-Exchange members in transactions off the Exchange.

PGI may give consideration in the allocation of business to services performed by a broker (e.g., the furnishing of statistical data and research generally consisting of, but not limited to, information of the following types: analyses and reports concerning issuers, industries, economic factors and trends, portfolio strategy, performance of client accounts, and access to research analysts, corporate management personnel, and industry experts). If any such allocation is made, the primary criteria used will be to obtain the best overall terms for such transactions or terms that are reasonable in relation to the research or brokerage services provided by the broker or dealer when viewed in terms of either a particular transaction or the sub-advisor’s overall responsibilities to the accounts under its management. PGI generally pays additional commission amounts for such research services. Statistical data and research information received from brokers or dealers as described above may be useful in varying degrees and PGI may use it in servicing some or all of the accounts it manages.

Subject to the rules promulgated by the SEC, as well as other regulatory requirements, the Board has approved procedures whereby the Fund may purchase securities that are offered in underwritings in which an affiliate of PGI participates. These procedures prohibit the Fund from directly or indirectly benefiting a PGI affiliate in connection with such underwritings. In addition, for underwritings where a PGI affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the Fund could purchase in the underwritings. The Trustees of the Fund will receive quarterly reports on these transactions.

The Board has approved procedures that permit the Fund to effect a purchase or sale transaction between the Fund and any other affiliated investment company or between the Fund and affiliated persons of the Fund under limited circumstances prescribed by SEC rules. Any such transaction must be effected without any payment other than a cash payment for the securities, for which a market quotation is readily available, at the current market price; no brokerage commission or fee (except for customary transfer fees), or other remuneration may be paid in connection with the transaction. The Board receives quarterly reports of all such transactions.

The Board has also approved procedures that permit PGI, on behalf of the Fund, to place portfolio trades with an affiliated broker under circumstances prescribed by SEC Rule 17e-1. The procedures require that total commissions, fees, or other remuneration received or to be received by an affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable time period. The Board receives quarterly reports of all transactions completed pursuant to the Fund's procedures.

Purchases and sales of debt securities and money market instruments usually are principal transactions; portfolio securities are normally purchased directly from the issuer or from an underwriter or market makers for the securities. Such transactions are usually conducted on a net basis with the Fund paying no brokerage commissions. Purchases from underwriters include a commission or concession paid by the issuer to the underwriter, and the purchases from dealers serving as market makers include the spread between the bid and asked prices.

Allocation of Trades

PGI has its own trading platform and personnel that perform trade-related functions. Where applicable, PGI trades on behalf of its own clients. Such transactions are executed in accordance with PGI's trading policies and procedures, including, but not limited to trade allocations and order aggregation, purchase of new issues, and directed brokerage. PGI acts as discretionary investment adviser for a variety of individual accounts, ERISA accounts, mutual funds, insurance company separate accounts, and public employee retirement plans and places orders to trade portfolio securities for each of these accounts. Managing multiple accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. PGI has adopted and implemented policies and procedures that it believes address the potential conflicts associated with managing accounts for multiple clients and are designed to ensure that all clients are treated fairly and equitably. These procedures include allocation policies and procedures and internal review processes.

If, in carrying out the investment objectives of its respective clients, occasions arise in which PGI deems it advisable to purchase or sell the same equity securities for two or more client accounts at the same or approximately the same time, PGI may submit the orders to purchase or sell to a broker/dealer for execution on an aggregate or "bunched" basis. PGI will not aggregate orders unless it believes that aggregation is consistent with (1) its duty to seek best execution and (2) the terms of its investment advisory agreements. In distributing the securities purchased or the proceeds of sale to the client accounts participating in a bunched trade, no advisory account will be favored over any other account and each account that participates in an aggregated order will participate at the average share price for all transactions of PGI relating to that aggregated order on a given business day, with all transaction costs relating to that aggregated order shared on a pro rata basis.

TAX INFORMATION

The following is only a general summary of some of the important federal tax considerations generally affecting the Fund and its shareholders. No attempt is made to present a complete explanation of the federal tax treatment of the Fund’s activities, and this discussion is not intended to be a substitute for careful tax planning. Accordingly, potential investors are urged to consult their own tax advisors for more detailed information and for information regarding any state, local, or foreign taxes applicable to the Fund and their purchasing, holding, and disposing of Shares.

Qualification as a Regulated Investment Company

The Fund intends to qualify annually to be treated as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended, (the IRC) by satisfying certain requirements prescribed by Subchapter M of the IRC. To qualify as a RIC, the Fund must invest in assets which produce types of income specified in the IRC (Qualifying Income). Whether the income from derivatives, swaps, commodity-linked derivatives and other commodity/natural resource-related securities is Qualifying Income is unclear under current law. Accordingly, the Fund's ability to invest in certain derivatives, swaps, commodity-linked derivatives, entities earning fee and rental income, and other commodity/natural resource-related securities may be restricted. Further, if the Fund invests in these types of securities and the income is not determined to be Qualifying Income, it may cause the Fund to fail to qualify as a RIC under the IRC for a given year. In addition, the Fund must satisfy certain diversification tests under the IRC to qualify as a RIC. If the Fund fails to qualify as a regulated investment company, it will be liable for taxes, significantly reducing its distributions to shareholders and eliminating shareholders' ability to treat distributions (as long or short-term capital gains or qualifying dividends) of the Fund in the manner they were received by the Fund.

Futures Contracts and Options

For federal income tax purposes, capital gains and losses on futures contracts or options thereon, index options or options traded on qualified exchanges are generally treated as 60% long-term and 40% short-term. In addition, the Fund must recognize any unrealized gains and losses on such positions held at the end of the fiscal year. The Fund may elect out of such tax treatment, however, for a futures or options position that is part of an "identified mixed straddle" such as a put option purchased with respect to a portfolio security. Gains and losses on futures and options included in an identified mixed straddle are considered 100% short-term and unrealized gains or losses on such positions are not realized at year-end. The straddle provisions of the IRC may require the deferral of realized losses to the extent that the Fund has unrealized gains in certain offsetting positions at the end of the fiscal year. The IRC may also require recharacterization of all or a part of losses on certain offsetting positions from short-term to long-term, as well as adjustment of the holding periods of straddle positions.

International Funds

Some foreign securities purchased by the Fund may be subject to foreign withholding taxes that could reduce the yield on such securities. The amount of such foreign taxes is expected to be insignificant. Shareholders of the Fund may be entitled to claim a credit or deduction with respect to foreign taxes. The Fund may from year to year make an election to pass through such taxes to shareholders. If such election is not made, any foreign taxes paid or accrued will represent an expense to the Fund that will reduce its investment company taxable income. The Fund may purchase securities of certain foreign corporations considered to be passive foreign investment companies by the Internal Revenue Service. In order to avoid taxes and interest that must be paid by the Fund if these instruments appreciate in value, the Fund may make various elections permitted by the tax laws. In order to make certain of these elections the foreign corporation would need to agree to provide certain tax information to the Fund on an annual basis, which it might not agree to do. Additionally, these elections could require that the Fund recognize additional taxable income, which in turn must be distributed. In addition, the Fund’s investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing or amount of the Fund’s distributions.

Under the Foreign Account Tax Compliance Act (FATCA), the Fund may be required to withhold a 30% tax on (a) dividends paid by the Fund, and (b) certain capital gain distributions and/or the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2018, to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. The IRS recently issued proposed regulations indicating its intent to eliminate the 30% withholding tax on gross proceeds. The Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS

Principal Private Credit Fund I, LLC

(A Limited Liability Company)

Financial Statements and Independent Auditor's Report

For the Period from February 1, 2024 through February 29, 2024

Principal Private Credit Fund I, LLC

Table of Contents

For the Period from February 1, 2024 through February 29, 2024

Page

Independent Auditor's Report

21 - 22

Financial Statements

Statement of Assets, Liabilities and Equity

Schedule of Investments

24 - 27

Statement of Operations

Statement of Changes in Net Assets

Statement of Cash Flows

Notes to Financial Statements

31 - 35

Report of Independent Auditors

The Member

Principal Private Credit Fund I, LLC

Opinion

We have audited the financial statements of Principal Private Credit Fund I, LLC (the Fund), which comprise the statement of assets, liabilities and equity, including the schedule of investments, as of February 29, 2024, and the related statement of operations, changes in net assets and cash flows for the period from February 1, 2024 through February 29, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Fund at February 29, 2024, and the results of its operations, changes in its partners’ capital and its cash flows for the period from February 1, 2024 through February 29, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

*Exercise professional judgment and maintain professional skepticism throughout the audit.

*Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

*Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed.

*Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

*Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Ernst & Young LLP

Des Moines, Iowa

April 1, 2024


Principal Private Credit Fund I, LLC
Statement of Assets, Liabilities and Equity
For the Period from February 1, 2024 through February 29, 2024
(Amounts in USD)



Assets:
Portfolio investments, at fair value (cost of $38,744,276)	$	38,830,892
Account receivable due from affiliate			1,668,371
Total assets	$	40,499,263


Liabilities:
Management fee due to affiliate			22,651
Total liabilities			22,651

Net Change From Operations:
Equity contributions			40,021,150
Retained earnings			455,462
Total Equity			40,476,612

Total liabilities and Equity	$	40,499,263


Principal Private Credit Fund I, LLC
Consolidated Schedule of Portfolio Investments
For the Period from February 1, 2024 through February 29, 2024
(Amounts in USD)
Portfolio investments at fair value1		Interest Rate2	Maturity Date	Principal Amount	Amortized Cost		Fair Value		% of Equity
United States
Senior secured debt
	Automotive
	B'laster Holdings LLC	10.83% (3M TERM + 5.50%)	10/25/2029	1,173,453	$	1,147,995	$	1,156,297	2.89%
	M&D Midco Inc	10.98% (3M TERM + 5.65%)	08/31/2028	678,234	669,103		671,798		1.68%
	Total automotive portfolio investments at fair value				1,817,098		1,828,095		4.57%

	Brokerage asset managers exchanges
	Ninjatrader Group LLC	12.48% (3M TERM + 7.15%)	12/18/2026	1,100,000	1,092,512		1,094,896		2.74%

	Consumer CYC services
	Any Hour LLC	11.37% (6M TERM + 6.10%)	07/21/2027	1,193,010	1,175,758		1,175,873		2.94%
	Certified Collision Group, Inc.	11.59% (3M TERM + 6.26% )	05/17/2027	912,686	909,613		909,865		2.27%
	Total consumer CYC portfolio investments at fair value				2,085,371		2,085,738		5.21%

	Consumer Products
	TCI Buyer LLC	11.42% (1M TERM + 6.10%)	04/13/2028	1,788,119	1,749,612		1,744,828		4.36%

	Electric
	TPS Intermediate, LLC	11.23% (3M TERM + 5.90%)	06/09/2027	1,303,836	1,278,378		1,287,682		3.22%

	Balances, carried forward				$	8,022,971	$	8,041,239

									(continued)

1 The value of these investments was determined using significant unobservable inputs.

2 Term SOFR is a forward-looking rate that estimates the Secured Overnight Financing Rate (SOFR) for a given period of time in the future, as referenced within the Schedule of Investments.


Principal Private Credit Fund I, LLC
Schedule of Investments (continued)
February 29, 2024
(Amounts in USD)
Portfolio investments at fair value1		Interest Rate2	Maturity Date	Principal Amount	Amortized Cost		Fair Value		% of Equity
Senior secured debt (continued)
	Balances, carried forward				$	8,022,971	$	8,041,239

	Environmental
	Gold Medal Holdings Inc	12.59% (3M TERM + 7.26%)	03/17/2027	1,098,948	1,089,041		1,089,640		2.72%
	Hobbs & Associates, LLC	11.57% (1M TERM + 6.25%)	04/11/2029	1,508,725	1,475,628		1,465,072		3.66%
	O6 Environmental, LLC	11.48% (3M TERM + 6.15%)	06/30/2027	600,000	600,359		599,418		1.50%
	Rotolo Consultants Inc.	13.04% (3M TERM + 7.71%)	01/15/2029	1,564,604	1,532,209		1,514,015		3.78%
	Ruppert Landscape, LLC	11.48% (3M TERM + 6.15%)	12/01/2028	782,302	770,645		772,413		1.93%
	Wolverine Seller Holdings, LLC	10.58% (3M TERM + 5.25%)	01/17/2030	886,609	869,113		868,877		2.17%
	Total environmental portfolio investments at fair value				6,336,995		6,309,435		15.76%

	Food and Beverage
	Cornhusker Buyer, Inc.	11.48% (3M TERM + 6.15%)	10/31/2028	782,302	764,341		771,905		1.93%
	Costanzo's Bakery, LLC	11.23% (3M TERM + 5.90%)	06/18/2027	797,970	790,723		795,001		1.99%
	KNPC Holdco, LLC	10.87% (6M TERM + 5.60%)	10/22/2029	1,499,412	1,480,512		1,494,216		3.73%
	Maldives Acquisition, LLC	11.98% (3M TERM + 6.65%)	07/15/2028	673,864	656,160		655,110		1.64%
	Total food and beverage portfolio investments at fair value				3,691,736		3,716,232		9.29%

	Healthcare
	IPC Pain Acquisition LLC	10.93% (1M TERM + 5.61%)	05/19/2027	202,560	200,880		199,842		0.50%
	North Haven USHC Acquisition, Inc.	11.68% (3M TERM + 6.35%)	10/30/2025	717,110	712,456		712,628		1.78%
	Pediatric Home Respiratory Services, LLC	11.67% (1M TERM + 6.35%)	12/04/2025	866,120	851,617		850,963		2.13%
	SDG MGMT Company, LLC	10.93 (3M TERM + 5.60%)	07/03/2028	953,042	941,418		952,817		2.38%
	Total healthcare portfolio investments at fair value				2,706,371		2,716,250		6.79%

	Balances, carried forward				$	20,758,073	$	20,783,156

									(continued)

1 The value of these investments was determined using significant unobservable inputs.

2 Term SOFR is a forward-looking rate that estimates the Secured Overnight Financing Rate (SOFR) for a given period of time in the future, as referenced within the Schedule of Investments.


Principal Private Credit Fund I, LLC
Schedule of Investments (continued)
February 29, 2024
(Amounts in USD)
Portfolio investments at fair value1		Interest Rate2	Maturity Date	Principal Amount	Amortized Cost		Fair Value			% of Equity
Senior secured debt (continued)
	Balances, carried forward				$	20,758,073	$	20,783,156

	Media entertainment
	Finn Partners Inc	11.98% (3M TERM + 6.65% )	07/01/26	1,303,836	1,285,301		1,290,629			3.22%
	KL Charlie Acquisition Corp	12.18% (3M TERM + 6.85%)	12/30/26	2,366,102	2,325,710		2,335,105			5.83%
	Total media entertainment portfolio investments at fair value				3,611,011		3,625,734			9.05%

	Other industrial
	AEP Passion Intermediate Holdings Inc	12.02% (6M TERM + 6.75%)	10/05/27	343,939	335,257		335,530			0.84%
	HEF Safety Ultimate Holdings, LLC	11.08% (3M TERM + 5.75%)	11/19/29	1,057,165	1,029,273		1,033,822			2.58%
	Keg Logistics LLC	11.48% (3M TERM + 6.15%)	11/23/27	1,955,755	1,907,976		1,919,221			4.80%
	Total other industrial portfolio investments at fair value				3,272,506		3,288,573			8.22%

	Other utility
	GridHawk LLC	11.77% (6M TERM + 6.50%)	08/31/27	1,369,028	1,355,909		1,368,412			3.42%

	P&C
	Drive Assurance Corporation	15.32% (1M TERM + 10.00%)	05/23/28	698,856	685,447		694,656			1.74%
	Keystone Agency Investors, LLC	10.98% (3M TERM + 5.65%)	05/03/27	1,211,129	1,195,750		1,200,831			3.00%
	Total P&C portfolio investments at fair value				1,881,197		1,895,487			4.74%

	Paper
	Flexpak Investment Corp	10.68% (3M TERM + 5.35%)	07/30/27	283,991	278,204		278,254			0.70%

	Pharmaceuticals
	KL Moon Acquisition, LLC	12.33% (3M TERM + 7.00%)	02/01/29	625,309	617,648		614,854			1.54%

	Balances, carried forward				$	31,774,548	$	31,854,470

									(continued)

1 The value of these investments was determined using significant unobservable inputs.

2 Term SOFR is a forward-looking rate that estimates the Secured Overnight Financing Rate (SOFR) for a given period of time in the future, as referenced within the Schedule of Investments.


Principal Private Credit Fund I, LLC
Schedule of Investments (continued)
February 29, 2024
(Amounts in USD)
Portfolio investments at fair value1		Interest Rate2	Maturity Date	Principal Amount	Amortized Cost		Fair Value			% of Equity
Senior secured debt (continued)
	Balances, carried forward				$	31,774,548		$	31,854,470

	Technology
	AIDC Intermediate Co 2, LLC	11.73% (3M TERM + 6.40%)	07/22/27	1,564,604	1,540,984			1,540,227		3.85%
	Alta Buyer LLC	10.86% (3M TERM + 5.53%)	12/21/27	1,303,836	1,273,977			1,278,478		3.19%
	CEV Multimedia, LLC	11.67% (1M TERM + 6.35%)	12/27/27	245,226	238,619			238,776		0.60%
	ES Ventures, LLC	11.58% (3M TERM + 6.25%)	12/13/28	1,744,145	1,724,929			1,732,454		4.33%
	Moonraker AcquisitionCo LLC	11.08% (3M TERM + 5.75%)	08/04/28	847,494	830,676			830,171		2.07%
	Thames Technology Holdings, Inc.	11.58% (3M TERM + 6.25%)	09/03/29	1,396,968	1,360,543			1,356,316		3.39%
	Total technology portfolio investments at fair value				6,969,728			6,976,422		17.43%

	Total senior secured debt at fair value				$	38,744,276		$	38,830,892	97.03%

1 The value of these investments was determined using significant unobservable inputs.

2 Term SOFR is a forward-looking rate that estimates the Secured Overnight Financing Rate (SOFR) for a given period of time in the future, as referenced within the Schedule of Investments.

Principal Private Credit Fund I, LLC

Statement of Operations

February 1, 2024 thru February 29, 2024

(Amounts in USD)

Investment income:

Interest on debt instruments

391,497

Investment income

391,497

Expenses:

Management fee

22,651

Total expenses

22,651

Net investment gain

368,846

Net change in unrealized gain

on portfolio investments:

Net change in unrealized gain on portfolio investments

86,616

Net gain on portfolio investments

86,616

Net increase from operations

455,462


Principal Private Credit Fund I, LLC
Statement of Changes in Net Assets
For the Period from February 1, 2024 through February 29, 2024
(Amounts in USD)

	Equity
				Total
Balance as of February 1, 2024
(commencement of operations)	$		-	$		-
Capital contributions*			40,021,150			40,021,150
Investment income			391,497			391,497
Other expenses			(22,651)			(22,651)
Net change in unrealized gain on portfolio investments			86,616			86,616
Balance as of February 29, 2024	$	40,476,612		$	40,476,612

*Investments contribution from Principal Life Insurance Company


Principal Private Credit Fund I, LLC
Statement of Cash Flows
For the Period from February 1, 2024 through February 29, 2024
(Amounts in USD)



Cash flows from operating activities:
Net increase resulting from operations	$	455,462
Adjustments to reconcile net increase capital resulting from
operations to net cash used in operating activities:
Receivable proceeds from paydowns of investments		1,290,380
Change in original purchase discount		(13,506)
Net change in unrealized gain on portfolio investments		(86,616)
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,668,371)
Increase in management fee payable		22,651
Net cash used in operating activities	$	0


Net increase in cash and cash equivalents		0
Cash and cash equivalents at beginning of period		-
Cash and cash equivalents at end of period	$	0

Supplemental disclosure of cash flow information - Non-cash impacts:
Contribution of Capital		(40,021,150)
Receipt of Investments		40,021,150

1.Organization

Principal Private Credit Fund I, LLC (the “Company") is a Delaware limited liability company formed on December 1, 2023 and is wholly-owned by Principal Life Insurance Company. The Company was originally formed under the name “Principal Alternative Credit Fund Intermediate, LLC” and changed its name to Principal Private Credit Fund I, LLC on January 17, 2024. The Company was created for the purpose of holding seed assets and to ultimately become a registered investment company under the Investment Company Act of 1940 that will be operated as an Interval Fund. The Company will be converted to a Delaware statutory trust on or about the date upon which it will make its initial N-2 filing with the U.S. Securities and Exchange Commission (the “SEC”), which is expected to occur in April 2024. The Company began operations on February 1, 2024.

The investment objective of the Company is to generate both current income and capital appreciation by investing primarily in privately negotiated first lien debt, including unitranche financing. The Company may also invest in second lien debt and other debt of middle market companies. Principal Global Investors, LLC (the “Manager”) will provide investment management services to the Company, including investment identification and acquisition, servicing and asset management.

2.Significant Accounting Policies

Consolidation and Basis of Presentation

The accompanying financial statements are presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company is an investment company in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services-Investment Companies, which defines investment companies and prescribes specialized accounting and reporting requirements for investment companies.

Use of Estimates

The preparation of the Company’s financial statements and accompanying notes requires management to make estimates and assumptions that affect the amounts reported and disclosed. These estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in the financial statements and accompanying notes.

Cash and Cash Equivalents

Cash represents cash on hand and demand deposits held at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition and not held for resale to be cash equivalents.

Investments

The Company invests primarily in debt investments bearing fixed or floating interest. Debt investments purchased may include senior, subordinated, secured and/or unsecured debt. Investments owned are carried at fair value, as described below, and the corresponding unrealized appreciation or depreciation is reflected in the statement of operations. The Company records investment transactions on a trade date basis. The identified cost basis has been used in determining the net realized gain or loss from investment transactions and unrealized appreciation or depreciation of investments. Interest income is recognized on an accrual basis. In some cases, investments also include contractual payment-in-kind (“PIK) interest arrangements, PIK is recorded on an accrual basis. The increases in loan balances as a result of contractual PIK arrangements are included in income for the period in which such PIK interest was accrued. Unaccreted discounts are recognized over the lives of the respective debt investments. Interest income is no longer accrued and interest receivable is written off when deemed uncollectible. No interest receivable was deemed uncollectible during the period ended February 29, 2024.

Fair Value – Hierarchy of Fair Value

The Company determines fair value based on assumptions that market participants would use in pricing an asset in the principal or most advantageous market. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date (an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety considering factors specific to the asset.

Level 1 – Fair values are based on unadjusted quoted prices in active markets for identical assets.

Level 2 – Fair values are based on inputs other than quoted prices within Level 1 that are observable for the asset, either directly or indirectly.

Level 3 – Fair values are based on at least one significant unobservable input for the asset.

The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment.

Because of the inherent uncertainty of valuation, estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Therefore, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. The fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

When determining fair value, the Company uses valuation techniques that maximize the use of observable inputs. The Company records its investments at fair value. The valuation techniques used and classifications within the fair value hierarchy is investments are discussed in note 6.

3.Expenses

Expenses directly attributed to the Company are charged to the Company.

4.Income Taxes

The Company does not owe or pay taxes as a separate entity. For tax purposes it is treated as disregarded from its one hundred percent owner Principal Life Insurance Company. All tax attributes of the Company will flow to Principal Life Insurance Company until the Company elects to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M the of the Internal Revenue Code of 1986, as amended.

The current plan is to cause the Company to file its election to be treated as a RIC on or about the day after the Company’s initial Form N-2 and Form N-8A are filed with the SEC. Upon the filing of such election, the Company will become a separate taxpayer and its tax attributes will not flow directly to Principal Life Insurance Company.

The Company recognizes and measure its uncertain tax positions in accordance with FASB ASC 740, Income Taxes. Under that guidance, management assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of uncertain tax position is adjusted when new information is available, or when an event occurs that require a change. Generally, the Company may be subject to income tax examinations by federal, and state jurisdictions beginning in 2024.

The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority based on the technical merits of the position. Tax positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year. The Company does not expect that its assessment related to unrecognized tax benefits will materially change over the next 12 months. However, the Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, the nexus of income among various tax jurisdictions; compliance with U.S. federal and U.S. state tax laws; and changes in the administrative practices and precedents of the relevant taxing authorities. The Company recognizes interest and penalties, if any, related to unrecognized tax positions as tax expense on the statements of operations. During the period ended February 29, 2024, the Company did not record any such tax benefit or expense in the accompanying financial statements. No examinations are in progress at this time.

5.Risks

In the ordinary course of business, the Company manages a variety of risks, including market, credit and liquidity risk. Market conditions, including but not limited to interest rates, availability of credit, inflation rates, economic uncertainty, disruptions in the global debt markets, changes in laws, and national and international political circumstances may affect the Company’s ability to source attractive investment opportunities, the pricing of such investment opportunities, the value of investments held by the Company and the Company’s ability to exit or monetize its investments.

Difficult market conditions or slowdowns affecting a particular asset class, geographic region or other category of investment could have a significant adverse impact on the Company if its investments are concentrated in that area. This lack of diversification may expose the Company to losses disproportionate to market declines in general if there are disproportionately greater adverse price movement in the particular investments. Accordingly, a lack of diversification could adversely affect the Company’s performance.

The Company may incur significant losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become even more illiquid.

6.Fair Value Measurements

Valuation Methodology

The Company’s assets recorded at fair value have been categorized based on a fair value hierarchy as described in the Company’s significant accounting policies in note 2. Asset prices are received from an external pricing firm. We have regular interaction with this vendors to ensure we understand their pricing methodologies and to confirm they are utilizing observable market information when available. In addition, we utilize an internal valuation approach with inputs including third party middle market spreads, US treasury curve, and risk spreads based on credit quality rating and average life to maturity which also validated the external price. Both approaches, utilize at least one significant unobservable input and are therefore reflected in Level 3. Assets are valued on a monthly basis.

The Valuation Committee has oversight over valuation and reviews both private and public markets information to assess the impact of external factors on portfolio valuations. Loan-specific information that could impact valuation include changes in credit quality (as measured by Internal Ratings), known upcoming transactions, repayment events, amendments or restructuring, among other events.

Assets Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets measured at fair value as of February 29, 2024:

Valuation inputs


Description	Level 1	Level 2	Level 3		Total
Assets: Senior Secured Debt Investments	$ -	$ -	$	38,830,892	$	38,830,892
	$ -	$ -	$	38,830,892	$	38,830,892

Changes in Level 3 Fair Value Measurements

During the period ended February 29, 2024, there were no transfers between levels of the fair value hierarchy. The Company transferred in $40,121,272 of investments and has had repayments of $1,290,380 since operations began. Remaining balance changes are result of unrealized gains.

Significant Unobservable Inputs

The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s investments that are categorized in Level 3 of the fair value hierarchy as of February 29, 2024:

Asset Type

Fair Value

Valuation Technique

Unobservable Input

Range of Inputs

Weighted Average

Senior Secured Debt Investments

$38,830,892

Discounted Cash Flow

Discount Rate

6% - 10%

6.80%

7.Related-Party Transactions

As of February 29, 2024, Principal Life Insurance Company, an affiliate, is the sole member of the Company.

The Company considers the Manager, their principal owners, members of management and members of their immediate families to be related parties to the Company. Amount due from and to related parties are generally settled in the normal course of business without formal payment terms.

The Manager pays for certain direct and indirect operating expenses incurred by the Company. The Company has amounts due to related parties in the normal course of business in the form of management fees. As of February 29, 2024 $22,651 is the payable balance to related parties. The amounts are non-interest bearing.

8.Investment Transactions

For the period ended February 29, 2024, the cost of investments contributed and proceeds due from investment securities repaid by the Company were as follows:

Contributions Repayments

Senior Secured Debt Investments $40,021,150 $1,290,380

9.Financial Highlights

Financial highlights for the period from February 1, 2024 to February 29, 2024 are as follows:

Ratios to weighted-average Equity

Operating expenses (annualized) 0.72%

Net Investment income (annualized) 11.78%

Internal Rate of Return as of February 29, 2024* 15.05%

Weighted-average Equity (in $ thousands) $40,249

*Management does not consider the internal rate of return to be meaningful for the period of February 29, 2024 because of the early stage of the Company.

10.Subsequent Events

In accordance with FASB ASC 855 Subsequent Events, the Company has evaluated subsequent events and transactions that have occurred through the date the financial statements were issued that would merit recognition or disclosure in the financial statements.

APPENDIX A - DESCRIPTION OF DEBT RATINGS

Moody’s Investors Service, Inc. Rating Definitions:

Long-Term Obligation Ratings

Ratings assigned on Moody’s global long-term obligation rating scales are forward-looking opinions of the relative credit risk of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.1

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.


NOTE:			Moody’s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, issuers, financial companies, and securities firms.*

•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 be 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.

SHORT-TERM NOTES: Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default. Moody’s employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:

Issuers rated Prime-1 (or related supporting institutions) have a superior ability to repay short-term debt obligations.

Issuers rated Prime-2 (or related supporting institutions) have a strong ability to repay short-term debt obligations.

Issuers rated Prime-3 (or related supporting institutions) have an acceptable ability to repay short-term obligations.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

US MUNICIPAL SHORT-TERM DEBT: The Municipal Investment Grade (MIG) scale is used to rate US municipal bonds of up to three years maturity. MIG ratings are divided into three levels - MIG 1 through MIG 3 - while speculative grade short-term obligations are designated SG.

MIG 1 denotes superior credit quality, afforded excellent protection from established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2 denotes strong credit quality with ample margins of protection, although not as large as in the preceding group.

MIG 3 notes are of acceptable credit quality. Liquidity and cash-flow protection may be narrow and market access for refinancing is likely to be less well-established.

SG denotes speculative-grade credit quality and may lack sufficient margins of protection.

Description of S&P Global Ratings’ Credit Rating Definitions:

S&P Global’s credit rating, both long-term and short-term, is a forward-looking opinion of the creditworthiness of an obligor with respect to a specific obligation. This assessment takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation.

The credit rating is not a recommendation to purchase, sell or hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.

The ratings are statements of opinion as of the date they are expressed furnished by the issuer or obtained by S&P Global Ratings from other sources S&P Global Ratings considers reliable. S&P Global Ratings does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

•Likelihood of payment - 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 financial obligation;

•Protection afforded by, and relative position of, the financial obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditor’s rights.

LONG-TERM CREDIT RATINGS:


AAA:			Obligations rated ‘AAA’ have the highest rating assigned by S&P Global Ratings. 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, CC and C:			Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded, on balance, as having significant 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 meet 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 S&P Global Ratings 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 S&P Global Ratings 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. The rating will also be used upon filing for bankruptcy petition or the taking of 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’.

Plus (+) or Minus (-): The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.


NR:			Indicates that no rating has been requested, that there is insufficient information on which to base a rating or that S&P Global Ratings does not rate a particular type of obligation as a matter of policy.

SHORT-TERM CREDIT RATINGS: Ratings are graded into four categories, ranging from ‘A-1’ for the highest quality obligations to ‘D’ for the lowest.


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 capacity to meet their financial obligations. 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 made on the date due, unless S&P Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The rating will also be used upon filing for bankruptcy petition or the taking of similar action and where default is a virtual certainty. If an obligation is subject to a distressed debt restructuring the rating is lowered to ‘D’.

MUNICIPAL SHORT-TERM NOTE RATINGS: S&P Global Ratings rates U.S. municipal notes with a maturity of less than three years as follows:


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.
D:			Assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty.

APPENDIX B - PROXY VOTING POLICIES

The proxy voting policies applicable to the Fund appear in the following order:

The Fund's proxy voting policy is first, and PGI’s proxy voting policy is second.

Proxy Voting Policies and Procedures

Principal Private Credit Fund

(A Closed-End Interval Fund)

It is the Fund's policy to delegate authority to its advisor or sub-advisor, as appropriate, to vote proxy ballots relating to the Fund's portfolio securities in accordance with the adviser's or sub-adviser's voting policies and procedures.

The adviser or sub-adviser must provide, on a quarterly basis:

1.Written affirmation that all proxies voted during the preceding calendar quarter, other than those specifically identified by the adviser or sub-adviser, were voted in a manner consistent with the adviser's or sub-adviser's voting policies and procedures. In order to monitor the potential effect of conflicts of interest of an adviser or sub-adviser, the adviser or sub-adviser will identify any proxies the adviser or sub-adviser voted in a manner inconsistent with its policies and procedures. The adviser or sub-adviser shall list each vote, explain why the adviser or sub-adviser voted in a manner contrary to its policies and procedures, state whether the adviser or sub-adviser’s vote was consistent with the recommendation to the adviser or sub-adviser of a third-party and, if so, identify the third-party; and

2.Written notification of any material changes to the adviser's or sub-adviser's proxy voting policies and procedures made during the preceding calendar quarter.

The adviser or sub-adviser must provide, no later than July 31 of each year, the following information regarding each proxy vote cast during the 12-month period ended June 30 for the Fund portfolio or portion of Fund portfolio for which it serves as investment adviser, in a format acceptable to Fund management:

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; and

8.Whether the vote was cast for or against management of the issuer.

Initial Date: 04/16/2024

PRINCIPAL GLOBAL INVESTORS, LLC

Proxy Voting Policies and Procedures

Introduction

Principal Global Investors1 (“PGI”) is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940 (the “Advisers Act”). As a registered investment adviser, PGI has a fiduciary duty to act in the best interests of its clients. PGI recognizes that this duty requires it to vote client securities, for which it has voting power on the applicable record date, in a timely manner and make voting decisions that are in the best interests of its clients. This document, Principal Global Investors’ Proxy Voting Policies and Procedures (the “Policy”) is intended to comply with the requirements of the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Employee Retirement Income Security Act of 1974 applicable to the voting of the proxies of both US and non-US issuers on behalf of PGI’s clients who have delegated such authority and discretion.

Effective January 1, 2021 Finisterre Investment Teams adopted the policies and procedures in the Adviser’s compliance manual except for the following proxy policies and procedures. Finisterre Investment Teams will continue to follow the previously adopted proxy policies and procedures until amended. Please see the Appendix to the compliance manual for Finisterre specific proxy policies and procedures.

Relationship between Investment Strategy, ESG and Proxy Voting

PGI has a fiduciary duty to make investment decisions that are in its clients’ best interests by maximizing the value of their shares. Proxy voting is an important part of this process through which PGI can support strong corporate governance structures, shareholder rights and transparency. PGI also believes a company’s positive environmental, social and governance (“ESG”) practices may influence the value of the company, leading to long-term shareholder value. PGI may take these factors into considerations when voting proxies in its effort to seek the best outcome for its clients. PGI believes that the integration of consideration of ESG practices in PGI’s investment process helps identify sources of risk that could erode the long-term investment results it seeks on behalf of its clients. From time to time, PGI may work with various ESG-related organizations to engage issuers or advocate for greater levels of disclosure.

Roles and Responsibilities

Role of the Proxy Voting Committee

PGI’s Proxy Voting Committee (the “Proxy Voting Committee”) shall (i) oversee the voting of proxies and the Proxy Advisory Firm, (ii) where necessary, make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with the Policy, (iv) review the business practices of the Proxy Advisory Firm and (v) evaluate, maintain, and review the Policy on an annual basis. The Proxy Voting Committee is comprised of representatives of each investment team and a representative from PGI Risk, Legal, Operations, and Compliance will be available to advise the Proxy Voting Committee but are non-voting members. The Proxy Voting Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to the Policy and may designate personnel to instruct the vote on proxies on behalf the PGI’s clients (collectively, “Authorized Persons”).

The Proxy Voting Committee shall meet at least four times per year, and as necessary to address special situations.

1 These policies and procedures apply to Principal Global Investors, LLC, Principal Real Estate Investors, LLC, Principal Global Investors (Hong Kong) Limited and any affiliates which have entered into participating affiliate agreements with the aforementioned managers.

Principal Global Investors, LLC

Role of Portfolio Management

While the Proxy Voting Committee establishes the Guidelines and Procedures, the Proxy Voting Committee does not direct votes for any client except in certain cases where a conflict of interest exists. Each investment team is responsible for determining how to vote proxies for those securities held in the portfolios their team manages. While investment teams generally vote consistently with the Guidelines, there may be instances where their vote deviates from the Guidelines. In those circumstances, the investment team will work within the Exception Process. In some instances, the same security may be held by more than one investment team. In these cases, PGI may vote differently on the same matter for different accounts as determined by each investment team.

Proxy Voting Guidelines

The Proxy Voting Committee, on an annual basis, or more frequently as needed, will direct each investment team to review draft proxy voting guidelines recommended by the Committee (“Draft Guidelines”). The Proxy Voting Committee will collect the reviews of the Draft Guidelines to determine whether any investment teams have positions on issues that deviate from the Draft Guidelines. Based on this review, PGI will adopt proxy voting guidelines. Where an investment team has a position which deviates from the Draft Guidelines, an alternative set of guidelines for that investment team may be created. Collectively, these guidelines will constitute PGI’s current Proxy Voting Guidelines and may change from time to time (the “Guidelines”). The Proxy Voting Committee has the obligation to determine that, in general, voting proxies pursuant to the Guidelines is in the best interests of clients. Exhibit A (Base) and Exhibit B (Sustainable) to the Policy sets forth the current Guidelines.

There may be instances where proxy votes will not be in accordance with the Guidelines. Clients may instruct PGI to utilize a different set of guidelines, request specific deviations, or directly assume responsibility for the voting of proxies. In addition, PGI may deviate from the Guidelines on an exception basis if the investment team or PGI has determined that it is the best interest of clients in a particular strategy to do so, or where the Guidelines do not direct a particular response and instead list relevant factors. Any such a deviation will comply with the Exception Process which shall include a written record setting out the rationale for the deviation.

The subject of the proxy vote may not be covered in the Guidelines. In situations where the Guidelines do not provide a position, PGI will consider the relevant facts and circumstances of a particular vote and then vote in a manner PGI believes to be in the clients’ bests interests. In such circumstance, the analysis will be documented in writing and periodically presented to the Proxy Voting Committee. To the extent that the Guidelines do not cover potential voting issues, PGI may consider the spirit of the Guidelines and instruct the vote on such issues in a manner that PGI believes would be in the best interests of the client.

Use of Proxy Advisory Firms

PGI has retained one or more third-party proxy service provider(s) (the “Proxy Advisory Firm”) to provide recommendations for proxy voting guidelines, information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals, operationally process votes in accordance with the Guidelines on behalf of the clients for whom PGI has proxy voting responsibility, and provide reports concerning the proxies voted (“Proxy Voting Services”). Although PGI has retained the Proxy Advisory Firm for Proxy Voting Services, PGI remains responsible for proxy voting decisions. PGI has designed the Policy to oversee and evaluate the Proxy Advisory Firm, including with respect to the matters described below, to support the PGI’s voting in accordance with this Policy.

Principal Global Investors, LLC

Oversight of Proxy Advisory Firms

Prior to the selection of any new Proxy Advisory Firm and annually thereafter or more frequently if deemed necessary by PGI, the Proxy Voting Committee will consider whether the Proxy Advisory Firm: (a) has the capacity and competency to adequately analyze proxy issues and provide the Proxy Voting Services the Proxy Advisory Firm has been engaged to provide and (b) can make its recommendations in an impartial manner, in consideration of the best interests of PGI’s clients, and consistent with the PGI’s voting policies. Such considerations may include, depending on the Proxy Voting Services provided, the following: (i) periodic sampling of votes pre-populated by the Proxy Advisory Firm’s systems as well as votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by PGI are being followed; (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have the capacity and competency to carry out its proxy obligations to PGI; (iii) a review of those aspects of the Proxy Advisory Firm’s policies, procedures, and methodologies for formulating voting recommendations that PGI consider material to Proxy Voting Services provided to PGI, including factors considered, with a particular focus on those relating to identifying, addressing and disclosing potential conflicts of interest (including potential conflicts related to the provision of Proxy Voting Services, activities other than Proxy Voting Services, and those presented by affiliation such as a controlling shareholder of the Proxy Advisory Firm) and monitoring that materially current, accurate, and complete information is used in creating recommendations and research; (iv) requiring the Proxy Advisory Firm to notify PGI if there is a substantive change in the Proxy Advisory Firm’s policies and procedures or otherwise to business practices, including with respect to conflicts, information gathering and creating voting recommendations and research, and reviewing any such change(s); (v) a review of how and when the Proxy Advisory Firm engages with, and receives and incorporates input from, issuers, the Proxy Advisory Firm’s clients and other third-party information sources; (vi) assessing how the Proxy Advisory Firm considers factors unique to a specific issuer or proposal when evaluating a matter subject to a shareholder vote; (vii) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken; and (viii) assessing whether the Proxy Advisory Firm appropriately updates its methodologies, guidelines, and voting recommendations on an ongoing basis and incorporates input from issuers and Proxy Advisory Firm clients in the update process. In evaluating the Proxy Advisory Firm, PGI may also consider the adequacy and quality of the Proxy Advisory Firm’s staffing, personnel, and/or technology.

Procedures for Voting Proxies

To increase the efficiency of the voting process, PGI utilizes the Proxy Advisory Firm to act as its voting agent for its clients’ holdings. Issuers initially send proxy information to the clients’ custodians. PGI instructs these custodians to direct proxy related materials to the Proxy Advisory Firm. The Proxy Advisory Firm provides PGI with research related to each resolution.

PGI analyzes relevant proxy materials on behalf of their clients and seek to instruct the vote (or refrain from voting) proxies in accordance with the Guidelines. A client may direct PGI to vote for such client’s account differently than what would occur in applying the Policy and the Guidelines. PGI may also agree to follow a client’s individualized proxy voting guidelines or otherwise agree with a client on particular voting considerations.

PGI seeks to vote (or refrain from voting) proxies for its clients in a manner that PGI determines is in the best interests of its clients, which may include both considering both the effect on the value of the client’s investments and ESG factors. In some cases, PGI may determine that it is in the best interests of clients to refrain from exercising the clients’ proxy voting rights. PGI may determine that voting is not in the best interests of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of PGI, exceed the expected benefits of voting to the client.

Principal Global Investors, LLC

Procedures for Proxy Issues within the Guidelines

Where the Guidelines address the proxy matter being voted on, the Proxy Advisor Firm will generally process all proxy votes in accordance with the Guidelines. The applicable investment team may provide instructions to vote contrary to the Guidelines in their discretion and with sufficient rationale documented in writing to seek to maximize the value of the client’s investments or is otherwise in the client’s best interest. This rationale will be submitted to PGI Compliance to approve and once approved administered by PGI Operations. This process will follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which PGI exercises voting authority. In certain cases, a client may have elected to have PGI administer a custom policy which is unique to the Client. If PGI is also responsible for the administration of such a policy, in general, except for the specific policy differences, the procedures documented here will also be applicable, excluding reporting and disclosure procedures.

Procedures for Proxy Issues Outside the Guidelines

To the extent that the Guidelines do not cover potential voting issues, the Proxy Advisory Firm will seek direction from PGI. PGI may consider the spirit of the Guidelines and instruct the vote on such issues in a manner that PGI believes would be in the best interests of the client. Although this not an exception to the Guidelines, this process will also follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which PGI exercises voting discretion, which shall include instances where issues fall outside the Guidelines.

Securities Lending

Some clients may have entered into securities lending arrangements with agent lenders to generate additional revenue. If a client participates in such lending, the client will need to inform PGI as part of their contract with PGI if they require PGI to take actions in regard to voting securities that have been lent. If not commemorated in such agreement, PGI will not recall securities and as such, they will not have an obligation to direct the proxy voting of lent securities.

In the case of lending, PGI maintains one share for each company security out on loan by the client. PGI will vote the remaining share in these circumstances.

In cases where PGI does not receive a solicitation or enough information within a sufficient time (as reasonably determined by PGI) prior to the proxy-voting deadline, PGI or the Proxy Advisory Firm may be unable to vote.

Regional Variances in Proxy Voting

PGI utilizes the Policy and Guidelines for both US and non-US clients, and there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is usually relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company’s shareholders.

With respect to non-U.S. companies, we make reasonable efforts to vote most proxies and follow a similar process to those in the U.S. However, in some cases it may be both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances and expected costs may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. In certain instances, it may be determined by PGI that the anticipated economic benefit outweighs the expected cost of voting. PGI intends to make their determination on whether to vote proxies of non-U.S. companies on a case-by-case basis. In doing so, PGI shall evaluate market requirements and impediments, including the difficulties set forth above, for voting proxies of companies in each country. PGI periodically reviews voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect PGI’s determinations and procedures.

Principal Global Investors, LLC

Conflicts of Interest

PGI recognizes that, from time to time, potential conflicts of interest may exist. In order to avoid any perceived or actual conflict of interest, the procedures set forth below have been established for use when PGI encounters a potential conflict to ensure that PGI’s voting decisions are based on maximizing shareholder value and are not the product of a conflict.

Addressing Conflicts of Interest – Exception Process

Prior to voting contrary to the Guidelines, the relevant investment team must complete and submit a report to PGI Compliance setting out the name of the security, the issue up for vote, a summary of the Guidelines’ recommendation, the vote changes requested and the rational for voting against the Guidelines’ recommendation. The member of the investment team requesting the exception must attest to compliance with Principal’s Code of Conduct and the has an affirmative obligation to disclose any known personal or business relationship that could affect the voting of the applicable proxy. PGI Compliance will approve or deny the exception in consultation, if deemed necessary, with the Legal.

If PGI Compliance determines that there is no potential material conflict exists, the Guidelines may be overridden. If PGI Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee. The Proxy Voting Committee will consider the facts and circumstances of the pending proxy vote and the potential or actual material conflict and decide by a majority vote as to how to vote the proxy – i.e., whether to permit or deny the exception.

In considering the proxy vote and potential material conflict of interest, the Proxy Voting Committee may review the following factors:

•The percentage of outstanding securities of the issuer held on behalf of clients by PGI;

•The nature of the relationship of the issuer with the PGI, its affiliates or its executive officers;

•Whether there has been any attempt to directly or indirectly influence the investment team’s decision;

•Whether the direction of the proposed vote would appear to benefit PGI or a related party; and/or

•Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.

In the event that the Proxy Advisor Firm itself has a conflict and thus is unable to provide a recommendation, the investment team may vote in accordance with the recommendation of another independent service provider, if available. If a recommendation from an independent service provider other than the Proxy Advisor Firm is not available, the investment team will follow the Exception Process. PGI Compliance will review the form and if it determines that there is no potential material conflict mandating a voting recommendation from the Proxy Voting Committee, the investment team may instruct the Proxy Advisory Firm to vote the proxy issue as it determines is in the best interest of clients. If PGI Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee for consideration as outlined above.

Principal Global Investors, LLC

Availability of Proxy Voting Information and Recordkeeping

Disclosure

On a quarterly basis, PGI publicly discloses on our website https://www.principalglobal.com/eu/about-us/responsible-investing a voting report setting forth the manner in which votes were cast, including details related to (i) votes against management, and (ii) abstentions. Form more information, Clients may contact PGI for more information related to how PGI has voted with respect to securities held in the Client’s account. On request, PGI will provide clients with a summary of PGI’s proxy voting guidelines, process and policies and will inform the clients how they can obtain a copy of the complete Proxy Voting Policies and Procedures upon request. PGI will also include such information described in the preceding two sentences in Part 2A of its Form ADV.

Recordkeeping

PGI will keep records of the following items: (i) the Guidelines, (ii) the Proxy Voting Policies and Procedures; (iii) proxy statements received regarding client securities (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iv) records of votes they cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if it undertakes to provide copies of those records promptly upon request; (v) records of written client requests for proxy voting information and PGI’s responses (whether a client’s request was oral or in writing); (vi) any documents prepared by PGI that were material to making a decision how to vote, or that memorialized the basis for the decision; (vii) a record of any testing conducted on any Proxy Advisory Firm’s votes; (viii) materials collected and reviewed by PGI as part of its due diligence of the Proxy Advisory Firm; (ix) a copy of each version of the Proxy Advisory Firm’s policies and procedures provided to PGI; and (x) the minutes of the Proxy Voting Committee meetings. All of the records referenced above will be kept in an easily accessible place for at least the length of time required by local regulation and custom, and, if such local regulation requires that records are kept for less than six years from the end of the fiscal year during which the last entry was made on such record, we will follow the US rule of six years. If the local regulation requires that records are kept for more than six years, we will comply with the local regulation. We maintain the vast majority of these records electronically.

Principal Global Investors, LLC

Appendix - Proxy Voting Policy and Procedures

I.STATEMENT OF POLICY

Proxy voting is an important right of investors and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. The Firm generally retains proxy-voting authority with respect to securities purchased for its clients. Under such circumstances, the Firm votes proxies in the best interest of its clients and in accordance with these policies and procedures.

II.USE OF THIRD-PARTY PROXY VOTING SERVICE

The Firm has entered into an agreement with Broadridge Investor Communication Solutions, Inc. (referred to as “Broadridge” and the “Proxy Voting Service”) acting with Glass Lewis & Co, to enable it to fulfill its proxy voting obligations.

Broadridge executes, monitors and records the proxies according to the instructions of the Firm. The Firm relies on the recommendations of Glass Lewis & Co, LLC to provide recommendations as to how any proxy should be voted in the best interests of the Clients. These recommendations are integrated into the voting platform set up by the Proxy Voting Service, and the Firm has instructed the Proxy Voting Service to execute all proxies in accordance with such recommendation unless instructed otherwise by the Firm.

The SEC has expressed its view that although the voting of proxies remains the duty of a registered adviser, an adviser may contract with service providers to perform certain functions with respect to proxy voting so long as the adviser is comfortable that the proxy voting service is independent from the issuer companies on which it completes its proxy research. In assessing whether a proxy voting service is independent (as defined by the SEC), the SEC counsels investment advisers that they should not follow the recommendations of an independent proxy voting service without first determining, among other things, that the proxy voting service (a) has the capacity and competence to analyze proxy issues and (b) is in fact independent and can make recommendations in an impartial manner in the best interests of the adviser's clients.

At a minimum annually, or more frequently as deemed necessary, Compliance will ensure that a review of the independence and impartiality of the Proxy Voting Service is carried out, including obtaining certification or other information from the Proxy Voting Service to enable the Firm to make such an assessment. Compliance will also monitor any new SEC interpretations regarding the voting of proxies and the uses of third-party proxy voting services and revise the Firm’s policies and procedures as necessary.

Proxies relating to securities held in client accounts will be sent directly to the Proxy Voting Service. If a proxy is received by anyone in the Firm, they must immediately inform the Compliance and work with Compliance to ensure that it is promptly forwarded to the Proxy Voting Service. In the event that the Proxy Voting Service is unable to complete/provide its research regarding a security on a timely basis or the Firm has made a determination that it is in the best interests of the Firm’s clients for the Firm to vote the proxy, the Firm’s general proxy-voting procedures are required to be followed, as follows.

Compliance will require that:

1.the recipient of the proxy will forward a copy to Compliance, who will keep a copy of each proxy received;

2.if the recipient is not the Portfolio Manager responsible for voting the proxy on behalf of the Firm, s/he will forward a copy to such Portfolio manager;

3.the Portfolio Manager will determine how to vote the proxy promptly in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place; and provide evidence of such to Compliance;

4.Absent material conflicts (see Section V), the Portfolio Manager will determine whether the Firm will follow the Proxy Voting Service’s recommendation or vote the proxy directly. The Portfolio Manager will send his/her decision on how the Firm should vote a proxy to the Proxy Voting Service, in a timely and appropriate manner. It is desirable to have the Proxy Voting Service complete the actual voting so there exists one central source for the documentation of the Firm’s proxy voting records.

Principal Global Investors, LLC

III.VOTING GUIDELINES

To the extent that the Firm is voting a proxy itself and not utilizing the Proxy Voting Service, the Firm will consider the proxy on a case by case basis and require that the relevant investment professional vote the proxy in a manner consistent with the Firm’s duty. Investment professionals of the Firm each have the duty to vote proxies in a way that, in their best judgment, is in the best interest of the Firm’s clients.

IV.DISCLOSURE

A.The Firm will disclose in its Form ADV Part 2 that clients may contact the Chief Compliance Officer via e-mail or telephone in order to obtain information on how the Firm voted such client’s proxies, and to request a copy of these policies and procedures. If a client requests this information, the Chief Compliance Officer will prepare a written response to the client that lists, with respect to each voted proxy that the client has inquired about, (1) the name of the issuer; (2) the proposal voted upon and (3) how the Firm voted the client’s proxy.

B.A concise summary of these Proxy Voting Policies and Procedures will be included in the Firm’s Form ADV Part 2 and will be updated whenever these policies and procedures are updated. Compliance will arrange for a copy of this summary to be sent to all existing clients.

V.POTENTIAL CONFLICTS OF INTEREST

A.In the event that the Firm is directly voting a proxy, Compliance will examine conflicts that exist between the interests of the Firm and its clients. This examination will include a review of the relationship of the Firm, its personnel and its affiliates with the issuer of each security and any of the issuer’s affiliates to determine if the issuer is a client of the Firm or an affiliate of the Firm or has some other relationship with the Firm, its personnel or a client of the Firm.

B.If, as a result of Compliance’s examination, a determination is made that a material conflict of interest exists, the Firm will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client. If the proxy involves a matter covered by the voting guidelines and factors described above, the Firm will generally vote the proxy as specified above. Alternatively, the Firm may vote the proxy in accordance with the recommendation of the Proxy Voting Service.

The Firm may disclose the conflict to the affected clients and, except in the case of clients that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), give the clients the opportunity to vote their proxies themselves In the case of ERISA clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when the Firm determines it has a material conflict that affects its best judgment as an ERISA fiduciary, the Firm will give the ERISA client the opportunity to vote the proxies themselves.

Absent the client reserving voting rights, the Firm will either vote the proxies in accordance with the policies outlined in Section III “Voting Guidelines” above or vote the proxies in accordance with the recommendation of the Proxy Voting Service.

Principal Global Investors, LLC

VI.PROXY RECORDKEEPING

Compliance will maintain files relating to the Firm’s proxy voting procedures in an easily accessible place. (Under the services contract between the Firm and its Proxy Voting Service, the Proxy Voting Service will maintain the Firm’s proxy-voting records). Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the most recent two years kept in the offices of the Firm. Records of the following will be included in the files:

1.Copies of these proxy voting policies and procedures, and any amendments thereto;

2.A copy of each proxy statement that the Firm receives regarding client securities (the Firm may rely on third parties or EDGAR);

3.A record of each vote that the Firm casts;

4.A copy of any document the Firm created that was material to making a decision how to vote proxies, or that memorializes that decision. (For votes that are inconsistent with the Firm’s general proxy voting polices, the reason/rationale for such an inconsistent vote is required to be briefly documented and maintained); and

5.A copy of each written client request for information on how the Firm voted such client’s proxies, and a copy of any written response to any (written or oral) client request for information on how the Firm voted its proxies.

Principal Global Investors, LLC

PART C. OTHER INFORMATION

Item 25. Financial Statements and Exhibits

1. Financial Statements:

Included in Part A: Not applicable.

Included in Part B:

Report of Independent Registered Public Accounting Firm

Financial Statement and Notes to Financial Statement

A Financial Statement indicating that the Registrant has met the net worth requirements of Section 14(a) of the 1940 Act is filed as part of the Statement of Additional Information.

2. Exhibits

(a)

Articles of Incorporation

(i)

Certificate of Trust dated 04/12/2024 *

(ii)

Agreement and Declaration of Trust Instrument dated 04/12/2024 *

(b)

By-laws

(i)

By-laws of the Registrant dated 04/12/2024 *

(c)

Voting Trust Agreement - Not Applicable

(d)

Shareholders rights are contained in the portions of the Agreement and Declaration of Trust and By-Laws relating to shareholders' rights. (See exhibits (a)(ii) and (b))

(e)

Dividend Reinvestment Plan - Not Applicable

(f)

Constituent Instruments - Not Applicable

(g)

Investment Advisory Agreements

(i)

Management Agreement with Principal Global Investors, LLC dated 04/15/2024 *

(h)

(i)

Distribution Agreement with Principal Funds Distributor, Inc. dated 04/15/2024 *

(ii)

Form of Selling Agreement with Principal Funds Distributor, Inc.*

(i)

Bonus, profit sharing or pension plans -- Not Applicable

(j)

Custodian Agreements

(i)

Custody Agreement with The Bank of New York Mellon dated 02/29/2024 *

The Bank of New York Mellon Change of Organizational Structure *

(ii)

Custody Agreement with Computershare Trust Company, N.A. dated 05/02/2024 *

(k)

Other Material Contracts

(i)

Administration Agreement between the Registrant and Principal Global Investors, LLC dated 04/15/2024 *

(ii)

Transfer Agency Agreement between the Registrant and Principal Shareholder Services, Inc. dated 04/15/2024 *

(iii)

Distribution and Shareholder Services Plan with Principal Funds Distributor, Inc. dated 04/15/2024 *

(iv)

Multiple Share Class Plan under the Investment Company Act of 1940 dated 04/15/2024 *

(v)

Contractual Fee Waiver Agreement dated 04/16/2024 *

(vi)

Powers of Attorney for Trustees of the Registrant filed as Ex-99(K)(VI) on 04/16/2024 (Accession No. 0002016900-24-000008)

(l)

Legal Opinion *

(m)

Consent to Service - Not Applicable

(n)

Consent of Independent Registered Public Accounting Firm *

(o)

Omitted Financial Statements - Not Applicable

(p)

Initial Capital Agreements

(i)

Letter of Investment Intent dated 04/11/2024 *

(q)

Model Plan - Not Applicable

(r)

Code of Ethics of Registrant, Principal Global Investors, LLC, and Principal Real Estate Investors, LLC dated 01/01/2024 *

* Filed herein

** To be filed by amendment.

Item 26. Marketing Arrangements

Distribution Agreement is filed as Exhibit (h)(i).

Item 27. Other Expenses of Issuance and Distribution


Description			Amount
SEC Registration and Filing Fees			$17,712
Legal Fees and Expenses			$400,000
Accounting Fees and Expenses			$125,000
State Blue-Sky Fees and Expenses			$60,000
Miscellaneous Fees			$1,239,050
Trustees and Transfer Agent's Fees			$358,015
Costs of Printing			$6,000
Total Fees			$2,205,777

Item 28. Persons Controlled by or Under Common Control with the Fund

The Fund does not control and is not under common control with any person.

Item 29. Number of Holders of Securities

Set forth below is the number of record holders as of May 16, 2024 of each class of securities of the Registrant.


Title of Class			Number of Record Holders
Class A			1
Institutional Class			1
Class Y			1

Item 30. Indemnification

Reference is made to IX of the Registrant’s Agreement and Declaration of Trust, which is filed as Exhibit 2(a)(2) to this Registration Statement. Reference is also made to Article 9 of the Registrant’s Bylaws, which is filed as Exhibit 2(b)(1) to this Registration Statement.

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

Item 31. Business or Other Connections of Investment Adviser

Principal Global Investors, LLC ("PGI") serves as investment adviser and administrator for the Fund, Principal Funds, Inc., Principal Variable Contracts Funds, Inc., Principal Exchange-Traded Funds, and Principal Real Asset Fund. PGI is part of a diversified global asset management organization which utilizes a multi-boutique strategy of specialized investment groups and affiliates to provide institutional investors and individuals with diverse investment capabilities, including fixed income, equities, real estate, currency, asset allocation and stable value. A complete list of the officers and directors of the investment adviser, PGI, are set out below.

PGI is an indirect wholly-owned subsidiary of Principal Financial Group, Inc. (together with its affiliates, "Principal"), the headquarters of which is located at 711 High Street, Des Moines, Iowa. Many of the individuals listed below support Principal in various capacities, in some cases as directors or officers, in addition to their role with PGI. The below list includes individuals (designated by an *), who serve as officers and directors of the Registrant. For these individuals, the information as set out in the Statement of Additional Information (See Part B) under the caption "Management Information" is incorporated by reference.


	NAME	OFFICE WITH INVESTMENT ADVISOR (PGI)
	Christopher K. Agbe-Davies	Vice President, Associate General Counsel, and Assistant Secretary
*	Kamal Bhatia	Director, President and Chief Executive Officer - Principal Asset Management
	Jill M. Blosser	Assistant Vice President and Chief Accounting Officer
	Wei-erh Chen	Assistant General Counsel
	Daniel R. Coleman	Chief Investment Officer - Edge Asset Management
	Sudipto De	Head of Investment Risk
	Ramona Dessouki	Executive Director and Chief Marketing Officer & Digital Sales
	George Djurasovic	Vice President - Principal Asset Management General Counsel
	Jen Dulski	Counsel
	John M. Egan	Executive Managing Director and Chief Financial Officer - Principal Asset Management
	Debra Svoboda Epp	Assistant General Counsel
	Todd E. Everett	Executive Managing Director and Global Head of Private Markets - Principal Asset Management
	Karl Goodman	Assistant General Counsel
	Mike Goosay	Executive Managing Director, Chief Investment Officer and Global Head of Fixed Income
*	Gina L. Graham	Vice President and Treasurer
	Melinda L. Hanrahan	Managing Director - Global Equities
	Angela Harrison	Counsel
	Corrine Hatala	Counsel
	Monica L. Haun	Managing Director - Boutique Operations
	Maggie Hibbs	Counsel
	Timothy A. Hill	Senior Executive Managing Director - U.S. and Europe Client Group - Principal Asset Management
	Jill M. Hittner	Director, Executive Managing Director and Chief Financial Officer - Principal Asset Management
	Daniel J. Houston	Director
	Todd A. Jablonski	Executive Managing Director and Global Head of Multi Asset & Quant - Principal Asset Management
	Jaime M. Kiehn	Managing Director - Product Specialist
	Justin T. Lange	Vice President and Chief Compliance Officer - Principal Asset Management
*	Laura B. Latham	Counsel
	Mitchell Maahs	Counsel
	George Maris	Executive Managing Director, Chief Investment Officer and Global Head of Equities
	Kenneth A. McCullum	Director
	Adrienne L. McFarland	Assistant General Counsel and Secretary
	Amy M. McNally	Global Head Risk Management - PGI
	Everett S. Miles	Vice President - Capital Markets
	Brian S. Ness	Executive Managing Director and Chief Information Officer - Principal Asset Management
	Mike Oppold	Senior Director & Chief Financial Officer - Principal Alternative Credit
*	Deanna Y. Pellack	Counsel
	Colin D. Pennycooke	Assistant General Counsel
	Christopher J. Reddy	Executive Managing Director - Investment and Client Solutions
*	Teri R. Root	Chief Compliance Officer - Funds
	Kelly D. Rush	Chief Investment Officer - Global RE Securities
	Mustafa Sagun	Chief Investment Officer - PGI Equities
	Charles M. Schneider	Counsel


	NAME	OFFICE WITH INVESTMENT ADVISOR (PGI)
	Michael Scholten	Assistant Vice President & Actuary
*	Adam U. Shaikh	Assistant General Counsel
	Ellen W. Shumway	Director, Senior Executive Managing Director and Global Head of Product & Marketing
	Deanna D. Strable-Soethout	Director
*	John L. Sullivan	Assistant General Counsel
	Mark Tezak	Managing Director and Global Head Strategy & Business Development
	Barbara Wenig	Executive Managing Director and Head of Global Operations & Services - Principal Asset Management
	Kenneth Kirk West	Executive Managing Director-APAC, Developed Markets & ME
*	Dan L. Westholm	Assistant Vice President - Treasury
	Derek White	Director - Investment Risk Management
	Brooke Yang	Counsel

Item 32. Location of Accounts and Records

Accounts, books and other documents of the Registrant are located at the offices of the Registrant and its Investment Adviser: 801 Grand Avenue, Des Moines, Iowa 50392.

Item 33. Management Services

Not applicable.

Item 34. Undertakings

1. Not applicable.

2. Not applicable.

3. Not applicable.

4. The Registrant undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act;

(2) the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

5. Not applicable.

6. The Registrant undertakes to send by first class mail or other means designed to ensure equally promptly delivery, within two business days of receipt of a written or oral request, its Statement of Additional Information.

Exhibit Index:


Certificate of Trust			Exhibit (a)(i)
Agreement and Declaration of Trust Instrument			Exhibit (a)(ii)
By-laws of the Registrant			Exhibit (b)(i)
Management Agreement with Principal Global Investors, LLC			Exhibit (g)(i)
Distribution Agreement with Principal Funds Distributor, Inc.			Exhibit (h)(i)
Form of Selling Agreement with Principal Funds Distributor, Inc.			Exhibit (h)(ii)
Custody Agreement with The Bank of New York Mellon			Exhibit (j)(i)a
The Bank of New York Mellon Change of Organizational Structure			Exhibit (j)(i)b
Custody Agreement with Computershare Trust Company, N.A.			Exhibit (j)(ii)
Administration Agreement between the Registrant and Principal Global Investors, LLC			Exhibit (k)(i)
Transfer Agency Agreement between the Registrant and Principal Shareholder Services, Inc.			Exhibit (k)(ii)
Distribution and Shareholder Services Plan with Principal Funds Distributor, Inc.			Exhibit (k)(iii)
Multiple Share Class Plan under the Investment Company Act of 1940			Exhibit (k)(iv)
Contractual Fee Waiver Agreement			Exhibit (k)(v)
Legal Opinion			Exhibit (l)
Consent of Independent Registered Public Accounting Firm			Exhibit (n)
Letter of Investment Intent			Exhibit (p)(i)
Code of Ethics of Registrant, Principal Global Investors, LLC, and Principal Real Estate Investors, LLC			Exhibit (r)


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Fund has duly caused this 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 29th day of May, 2024.

			Principal Private Credit Fund I (Registrant) /s/ B. Wenig _____________________________________ B. Wenig President and Chief Executive Officer


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/ B. Wenig __________________________ B. Wenig	President and Chief Executive Officer (Principal Executive Officer)	May 29, 2024
/s/ M. Scholten __________________________ M. Scholten	Chief Financial Officer (Principal Financial Officer)	May 29, 2024
/s/ M. Hoffmann __________________________ M. Hoffmann	Vice President and Controller (Controller)	May 29, 2024
(D. E. Davis)* __________________________ D. E. Davis	Trustee	May 29, 2024
(S. Goodwin)* __________________________ S. Goodwin	Trustee	May 29, 2024
(J. E. Stueve)* __________________________ J. E. Stueve	Trustee	May 29, 2024
	/s/ B. Wenig _____________________________________ B. Wenig President and Chief Executive Officer	May 29, 2024
	* Pursuant to Powers of Attorney filed as Ex-99(K)(VI) on 04/16/2024 (Accession No. 0002016900-24-000008)

STATE OF DELAWARE

CERTIFICATE OF TRUST

This Certificate of Trust is filed in accordance with the provisions of the Delaware Statutory Trust Act (Title 12 of the Delaware Code, Section 3801 et seq.) and sets forth the following:

First: The name of the trust is Principal Private Credit Fund I

Second: The name and address of the Registered Agent in the State of Delaware is:

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware 19808

Third: The Statutory Trust is or will become, prior to or within 180 days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended. (15 U.S.C. §§ 80-a-1 et seq.).

Fourth: This Certificate shall be effective upon the filing with and acceptance by the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Trustee named below does hereby execute this Certificate of Trust as of April 12, 2024.


			By:			/s/ John L. Sullivan
			Name:			John L. Sullivan, Trustee

AGREEMENT AND DECLARATION OF TRUST

PRINCIPAL PRIVATE CREDIT FUND I

A Delaware Statutory Trust


	TABLE OF CONTENTS
		Page
ARTICLE I	NAME AND DEFINITIONS	1
Section 1.1	Name	1
Section 1.2	Registered Agent and Registered Office	1
Section 1.3	Definitions	2

ARTICLE II	BENEFICIAL INTEREST	4
Section 2.1	Shares of Beneficial Interest	4
Section 2.2	Other Securities	4
Section 2.3	Issuance of Shares	4
Section 2.4	Ownership and Transfer of Shares	5
Section 2.5	Treasury Shares	5
Section 2.6	Establishment of Classes	5
Section 2.7	Investment in the Trust	6
Section 2.8	Assets and Liabilities Belonging to a Class	6
Section 2.9	No Preemptive or Appraisal Rights	7
Section 2.10	Conversion Rights	7
Section 2.11	Derivative Actions	7
Section 2.12	Status of Shares	8
Section 2.13	Fees and Expenses	9
Section 2.14	Payment of Expenses by the Trust	9
Section 2.15	Status of Shares; Limitation of Personal Liability	9

ARTICLE III	THE TRUSTEES	10
Section 3.1	Management of the Trust	10
Section 3.2	Initial Trustee	10
Section 3.3	Term of Office of Trustees	10
Section 3.4	Vacancies and Appointment of Trustees	11
Section 3.5	Effect of Death, Resignation, Etc. of a Trustee	11
Section 3.6	Ownership of Assets of the Trust	11

ARTICLE IV	POWERS OF THE TRUSTEES	12
Section 4.1	Powers	12
Section 4.2	Issuance and Repurchase of Shares	16
Section 4.3	Action by the Trustees	16
Section 4.4	Chairman of the Trustees	16
Section 4.5	Principal Transactions	16


	TABLE OF CONTENTS
		Page
ARTICLE V	SERVICE CONTRACTS	17
Section 5.1	Service Contracts	17

ARTICLE VI	CUSTODIAN	19
Section 6.1	Appointment and Duties	19
Section 6.2	Central Certificate System	20

ARTICLE VII	SHAREHOLDER VOTING POWERS AND MEETINGS	20
Section 7.1	Voting	20
Section 7.2	Meetings	21
Section 7.3	Quorum and Required Vote	21
Section 7.4	Action by Written Consent	21

ARTICLE VIII	DISTRIBUTIONS AND REDEMPTIONS	22
Section 8.1	Distributions	22
Section 8.2	Redemptions	22
Section 8.3	Determination of Net Asset Value	25

ARTICLE IX	LIMITATION OF LIABILITY AND INDEMNIFICATION	25
Section 9.1	Limitation of Liability	25
Section 9.2	Indemnification	26
Section 9.3	Indemnification Not Exclusive	26
Section 9.4	No Duty of Investigation; Notice in Trust Instruments	27
Section 9.5	Reliance on Experts	27
Section 9.6	Shareholders	27

ARTICLE X	MISCELLANEOUS	28
Section 10.1	Statutory Trust Only	28
Section 10.2	Trustees’ Good Faith Action; No Bond or Surety	28
Section 10.3	Establishment of Record Dates	28
Section 10.4	Dissolution and Termination of Trust	29
Section 10.5	Merger, Consolidation, Reorganization	30
Section 10.6	Open-End Conversion	31
Section 10.7	Filing of Copies, References, Headings	31
Section 10.8	Applicable Law	31
Section 10.9	Amendments	32
Section 10.10	Fiscal Year	32

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	TABLE OF CONTENTS
		Page
Section 10.11	Provisions in Conflict with Law	32
Section 10.12	Alternative Voting	33
Section 10.13	Use of Name	33

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AGREEMENT AND DECLARATION OF TRUST

PRINCIPAL PRIVATE CREDIT FUND I

This AGREEMENT AND DECLARATION OF TRUST of Principal Private Credit Fund I (the “Trust”) is made as of April 12, 2024 by the Trustees hereunder (together with all persons from time to time duly elected, qualified and serving as Trustees in accordance with Article III hereof).

WHEREAS, the Trustees desire to create a statutory trust to carry on the business of a closed-end management investment company as defined in the 1940 Act;

WHEREAS, the Trust shall be formed under the Delaware Statutory Trust Act upon the filing of the Certificate of Trust of the Trust in the Office of the Secretary of State of the State of Delaware;

WHEREAS, the Trustees desire that the beneficial interest in the assets of the Trust be divided into transferable shares of beneficial interest, as hereinafter provided; and

WHEREAS, the Trustees declare that all money and property contributed to the Trust established hereunder shall be held and managed in trust for the benefit of the holders of the shares of beneficial interest issued hereunder and subject to the provisions hereof;

NOW, THEREFORE, in consideration of the foregoing, the undersigned Trustees hereby declare that all money and property contributed to the Trust hereunder shall be held and managed in trust under this Agreement and Declaration of Trust (“Declaration of Trust”) herein set forth below.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1 Name. The name of the trust established hereby is “Principal Private Credit Fund I” and the Trustees shall conduct the business of the Trust under this name, or any other name as the Trustees may from time to time determine. The Trustees may, without Shareholder approval, change the name of the Trust or of any Class thereof.

Section 1.2 Registered Agent and Registered Office. The name of the registered agent of the Trust and the address of the registered office of the Trust in the State of Delaware are as set forth in the Certificate of Trust. The Trustees may, without Shareholder approval, change the registered agent and the registered office of the Trust.

Section 1.3 Definitions. Wherever used herein, unless otherwise required by the context or specifically provided:

(a) “Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as amended from time to time;

(b) “By-laws” means the By-laws referred to in Section 4.1(e) hereof, as from time to time amended;

(c) The terms “Affiliated Person,” “Commission,” “Interested Person,” “Investment Adviser” and “Principal Underwriter” shall have the meanings given them in the 1940 Act. “Majority Shareholder Vote” shall have the same meaning that the term “vote of a majority of the outstanding voting securities” is given in the 1940 Act;

(d) “Certificate of Trust” means the certificate of trust of the Trust filed on April 12, 2024 with the Office of the Secretary of State of the State of Delaware, as required under the Act, as such certificate is amended or restated from time to time;

(e) “Class” means any division of Shares within the Trust, which Class is or has been established in accordance with the provisions of Section 2.6 hereof;

(f) “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such recipient through an automated process;

(g) “Fundamental Policies” means the investment policies and restrictions as set forth from time to time in any prospectus or contained in any current registration statement of the Trust filed with the Commission or as otherwise adopted by the Trustees and the Shareholders in accordance with applicable requirements of the 1940 Act and designated as fundamental policies therein as they may be amended from time to time in accordance with applicable requirements of the 1940 Act;

(h) “Initial Trustee” means John L. Sullivan in his capacity as a Trustee of the Trust;

(i) “Net Asset Value” means the net asset value of the Trust or Class of the Trust determined in the manner provided in Section 8.3 hereof;

(i) “Outstanding Shares” means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust;

(j) “Person” means individuals, corporations, partnerships, trusts, limited liability companies, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof;

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(k) “Shareholder” means a record owner of Outstanding Shares of the Trust;

(l) “Shares” means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Class thereof shall be divided and may include fractions of Shares as well as whole Shares. In addition, Shares also means any preferred shares or preferred units of beneficial interest that may be issued from time to time, as described herein;

(m) “Trust” refers to Principal Private Credit Fund I;

(n) “Trustee” or “Trustees” means the person or persons who has or have signed this Declaration of Trust, so long as such person or persons shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article III hereof, and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder (the Trustees may be collectively referred to herein as the “Board of Trustees”);

(o) “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust, or the Trustees on behalf of the Trust; and

(p) The “1940 Act” refers to the Investment Company Act of 1940 and the rules and regulations thereunder, all as amended from time to time.

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ARTICLE II

BENEFICIAL INTEREST

Section 2.1 Shares of Beneficial Interest. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Classes as the Trustees shall from time to time create and establish. The number of Shares of each Class authorized hereunder is unlimited. Each Share shall have no par value, unless otherwise determined by the Trustees. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

Section 2.2 Other Securities. The Trustees may, subject to the Fundamental Policies and the requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine to be necessary, desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the Trustees see fit, including preferred interests, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred shares of any class or series, they are hereby authorized and empowered to amend or supplement this Declaration of Trust as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. The Trustees are also authorized to take such actions and retain such persons as they see fit to offer and sell such securities.

Section 2.3 Issuance of Shares. The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares, including preferred shares, of each Class to such party or parties and for such amount and type of consideration (or for no consideration if pursuant to a Share dividend or split-up), subject to applicable laws and regulations, including cash or securities (including Shares of a different Class), at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisitions of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury of the Trust. The Trustees may from time to time divide or combine the Shares of the Trust or any Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Class in the assets held with respect to the Trust or such Class. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time.

Any Trustee, officer, employee or agent of the Trust, and any organization in which any such person is interested, may acquire, own, hold and dispose of Shares of any Class of the Trust to the same extent as if such person were not a Trustee, officer, employee or agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Class from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Class generally.

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Section 2.4 Ownership and Transfer of Shares. The Trust or a transfer agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Class thereof, the number of Shares of each Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trust shall not issue certificates representing Shares except as the Trustees may otherwise determine from time to time. Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust nor any transfer agent, registrar, officer, employee or agent of the Trust shall be affected by any notice of a proposed transfer.

Section 2.5 Treasury Shares. Shares held in the treasury of the Trust shall, until reissued pursuant to Section 2.3 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares.

Section 2.6 Establishment of Classes. The Trust shall consist of one or more Classes, and separate and distinct records shall be maintained by the Trust for each Class. The Trustees shall have full power and authority, in their sole discretion, and without obtaining any prior authorization or vote of the Shareholders of any Class of the Trust, to establish and designate and to change in any manner any initial or additional Classes and to fix such preferences, voting powers, conversion and other rights, privileges, restrictions, limitations as to dividends, qualifications, and conditions of redemption of such Classes as the Trustees may from time to time determine, to divide or combine the Shares of any Class into a greater or lesser number, to classify or reclassify any issued Shares of any Class into one or more Classes of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable. Unless another time is specified by the Trustees, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class, including without limitation any registration statement of the Trust filed with the Commission, or as otherwise provided in such resolution. The Trust may issue any number of Shares of each Class and need not issue certificates for any Shares.

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All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Classes as the context may require. All provisions herein relating to the Trust shall apply equally to each Class of the Trust except as the context otherwise requires.

Each Share of any Class shall be equal to each other Share of that Class; but the provisions of this sentence shall not restrict any distinctions permissible under this Section 2.6.

Section 2.7 Investment in the Trust. The Trustees shall accept investments in any Class of the Trust from such persons and on such terms as they may from time to time authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the Trust is authorized to invest, valued as provided in Section 8.3 hereof, or other property. Unless the Trustees otherwise determine, investments in a Class shall be credited to each Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received. Without limiting the generality of the foregoing, the Trustees may, in their sole discretion, (a) fix the Net Asset Value per Share of the initial capital contribution, (b) impose sales or other charges upon investments in the Trust or (c) issue fractional Shares. The Trustees shall have the right to refuse to accept investments in any Class at any time without any cause or reason whatsoever.

Section 2.8 Assets and Liabilities Belonging to a Class. All consideration received by the Trust for the issue or sale of Shares of a particular Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held and accounted for separately from the other assets of the Trust and of every other Class and may be referred to herein as “assets belonging to” that Class. The assets belonging to a particular Class shall belong to that Class for all purposes, and to no other Class, subject only to the rights of creditors of that Class. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Class, shall be allocated by the Trustees between and among one or more of the Classes in such manner as the Trustees, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Classes for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Class, as the case may be. The assets belonging to a particular Class shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Class, as the case may be.

The assets belonging to each particular Class shall be charged with the liabilities of that Class and all expenses, costs, charges and reserves attributable to that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Class shall be allocated and charged by the Trustees between or among any one or more of the Classes in such manner as the Trustees in their sole discretion deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Classes for all purposes. The liabilities, expenses, costs, charges and reserves

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allocated and so charged to a Class are herein referred to as “liabilities belonging to” that Class. To the extent permitted by rule or order of the Commission, the Trustees may allocate all or a portion of any liabilities belonging to a particular Class or Classes as the Trustees may from time to time determine is appropriate.

Without limitation of the foregoing provisions of this Section 2.8, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Class shall be enforceable against the assets belonging to such Class only, and not against the assets of the Trust generally or any other Class. Each contract entered into by the Trust which is or may be an obligation of a Class shall contain a provision to the effect that the parties to the contract will look only to the assets belonging to the Class for the satisfaction of any liability, and not to any extent to the assets of any other Class or the Trust generally. If, notwithstanding the preceding sentence, any liability properly charged to a Class is paid from the assets of another Class, the Class from whose assets the liability was paid shall be reimbursed from the assets of the Class to which such liability belonged.

Section 2.9 No Preemptive or Appraisal Rights. Shareholders shall have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Trust or the Trustees, whether of the same or another Class. No Shareholder shall be entitled, as a matter of right, to appraisal rights or to any other relief as a dissenting Shareholder in respect of any proposal or action involving the Trust or any Class thereof.

Section 2.10 Conversion Rights. The Trustees shall have the authority to provide from time to time that the holders of Shares of any Class shall have the right to convert or exchange said Shares for or into Shares of one or more other Classes in accordance with such requirements and procedures as may be established from time to time by the Trustees.

Section 2.11 Derivative Actions. No person, other than a Trustee, who is not a Shareholder of a particular Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of or with respect to such Class. No Shareholder of a Class may bring a derivative action with respect to such Class unless holders of at least ten percent (10%) of the outstanding Shares of such Class join in the bringing of such action. Except as otherwise provided in Section 3816 of the Act and the foregoing provisions of this Section 2.11, all matters relating to the bringing of derivative actions in the right of the Trust shall be governed by the General Corporation Law of the State of Delaware relating to derivative actions, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.

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In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Class only if the following conditions are met: (a) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust; and (b) unless a demand is not required under clause (a) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 2.11, the Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue. The requirements of this Section 2.11 do not apply to claims arising under the federal securities laws to the extent that any such federal securities laws, rules, or regulations do not permit such application.

Section 2.12 Status of Shares. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the By-laws and the terms hereof. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the continuance of the Trust shall not operate to terminate the Trust nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to the rights of said decedent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.

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Section 2.13 Fees and Expenses. Notwithstanding anything to the contrary contained in this Declaration of Trust, each Share of any Class may be subject to such sales loads or charges, whether initial, deferred or contingent, or any combination thereof, or any other type of sales load or charge; to such expenses and fees (including, without limitation, distribution expenses, administrative expenses under an administrative or service agreement, plan or other arrangement, however designated, and other administrative, recordkeeping, redemption, service and other fees, however designated); to such account size requirements; and to such other rights and provisions; which may be the same or different from any other Share of any Class, including any other Share of the same Class, all as the Board of Trustees may from time to time establish and/or change in accordance with applicable laws and regulations.

Section 2.14 Payment of Expenses By The Trust. Subject to the provisions of Section 2.8 hereof, the Trust or a particular Class shall pay, or shall reimburse the Trustees from the assets belonging to the Trust or the appropriate Class for their expenses and disbursements, including, without limitation, fees and expenses of Trustees, interest expense, taxes, fees and commissions of every kind, expenses of pricing Trust portfolio securities, expenses of issue, repurchase and redemption of shares, including expenses attributable to a program of periodic repurchases or redemptions, expenses of registering and qualifying the Trust and its Shares under Federal and State laws and regulations or under the laws of any foreign jurisdiction, charges of third parties, including investment advisers, managers, custodians, transfer agents, portfolio accounting and/or pricing agents, and registrars, expenses of preparing and setting up in type prospectuses and statements of additional information and other related Trust documents, expenses of printing and distributing prospectuses sent to existing Shareholders, auditing and legal expenses, reports to Shareholders, expenses of meetings of Shareholders and proxy solicitations therefor, insurance expenses, association membership dues and for such non-recurring items as may arise, including litigation to which the Trust (or a Trustee acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on the assets belonging to the appropriate Class, on the assets of each such Class, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

Section 2.15 Status of Shares; Limitation of Personal Liability. Shareholders shall have no rights, privileges, claims or remedies under any contract or agreement entered into by the Trust with any service provider or other agent to or contractor with the Trust, including any third-party beneficiary rights. None of the Trust, the Trustees or any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, nor to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. No Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Class. Shareholders shall be entitled, to the fullest extent permitted by law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit.

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ARTICLE III

THE TRUSTEES

Section 3.1 Management of the Trust. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Declaration of Trust. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust or a Class of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power in this Declaration of Trust shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised without order of or resort to any court.

Section 3.2 Initial Trustee. The Initial Trustee shall initially be the sole Trustee of the Trust and shall have and exercise all powers of the Trustees under this Declaration of Trust. Prior to the issuance of Shares by the Trust, the Initial Trustee shall appoint new Trustees, and the number of Trustees constituting the Board of Trustees shall be equal to the number of persons appointed as Trustees by the Initial Trustee and thereafter may be fixed from time to time by the Trustees, provided, however, that the number of Trustees shall in no event be less than two (2). Upon such appointment, the Initial Trustee may but is not required to resign as a Trustee.

Section 3.3 Term of Office of Trustees. Each Trustee shall hold office during the existence of this Trust, and until the termination of the Trust as herein provided, except that: (a) any Trustee may resign his trust by written instrument signed by him and delivered to the Chairman, President, Secretary, or another Trustee of the Trust, which shall take effect upon such delivery or upon such later date as is specified therein; (b) any Trustee may be removed, with or without cause, at any time by written instrument, signed by a majority of the Trustees prior to such removal, specifying the date when such removal shall become effective; (c) any Trustee who requests in writing to be retired or who has become physically or mentally incapacitated by reason of disease or otherwise, or is otherwise unable to serve, may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) a Trustee may be removed, with or without cause, at any meeting of the Shareholders of the Trust by a vote of Shareholders owning at least two-thirds of the outstanding Shares.

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Section 3.4 Vacancies and Appointment of Trustees. In case of the refusal to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise of a Trustee, or a Trustee is otherwise unable to serve, or of an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers granted to the Trustees and shall discharge all the duties imposed on the Trustees under this Declaration of Trust. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or a Trustee, and such certificate shall be conclusive as to such vacancy. In the case of an existing vacancy, the remaining Trustee or Trustees shall fill such vacancy by appointing such other person as such Trustee or Trustees in their discretion shall see fit consistent with the limitations under the 1940 Act, unless such Trustee or Trustees determine, in accordance with Section 3.2, to decrease the size of the Board to the number of remaining Trustees.

An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees.

An appointment of a Trustee shall be effective upon the acceptance of the person so appointed to serve as Trustee, except that any such appointment in anticipation of a vacancy shall become effective at or after the date such vacancy occurs.

Section 3.5 Effect of Death, Resignation, Etc. of a Trustee. The refusal to serve, death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

Section 3.6 Ownership of Assets of the Trust. Legal title in and beneficial ownership of all of the assets of the Trust shall at all times be considered as vested in the Trustees, except that the Trustees may cause legal title in and beneficial ownership of any Trust Property to be held by, or in the name of one or more of the Trustees acting for and on behalf of the Trust, or in the name of any person as nominee acting for and on behalf of the Trust. No Shareholder shall be deemed to have a severable ownership interest in any individual asset of the Trust or of any Class, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in each Class the Shares of which are owned by such Shareholder. The Shares shall be personal property giving only the rights specifically set forth in this Declaration of Trust. The Trust, or at the determination of the Trustees, one or more of the Trustees or a nominee acting for and on behalf of the Trust, shall be deemed to hold legal title and beneficial ownership of any income earned on securities of the Trust issued by any business entities formed, organized, or existing under the laws of any jurisdiction, including the laws of any foreign country. Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee.

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Upon the incapacity or death of any Trustee, his legal representative shall execute and deliver such documents as the remaining Trustees shall require as provided in the preceding sentence.

ARTICLE IV

POWERS OF THE TRUSTEES

Section 4.1 Powers. The Trustees in all instances shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall, subject to the Fundamental Policies and the requirements of the 1940 Act, have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. The Trustees shall not in any way be bound or limited by present or future laws or customs in regard to trust investments but shall have full authority and power to make any and all investments which they, in their sole discretion, shall deem proper to accomplish the purpose of this Trust without recourse to any court or other authority. Subject to any applicable limitation in this Declaration of Trust, the Trustees shall have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash or other property uninvested, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

(b) To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations, including the power to invest all or any part of its assets in the securities of another investment company;

(c) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation, liability or engagement of any person; and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;

(e) To adopt By-laws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and to exercise the exclusive power to amend, restate and repeal such By-laws, subject to and in accordance with the provisions of such By-laws;

(f) To elect or appoint and remove such officers and appoint and terminate such agents and contractors as they consider appropriate, any of whom may be a Trustee;

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(g) To employ one or more banks, trust companies or companies that are members of a national securities exchange or such other entities as custodians of any assets of the Trust, subject to the 1940 Act and to any conditions set forth in this Declaration of Trust or the By-laws;

(h) To retain one or more transfer agents and shareholder servicing agents, or both;

(i) To set record dates in the manner provided herein or in the By-laws;

(j) To delegate such authority (which delegation may include the power to sub-delegate) as they consider desirable to any officers of the Trust and to any investment adviser, manager, administrator, custodian, underwriter or other agent or independent contractor;

(k) To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(l) To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust;

(m) To the extent permitted by law, indemnify any person with whom the Trust or any Class has dealings;

(n) To engage in and to prosecute, defend, compromise, abandon, or adjust by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust or any Class thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust;

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(o) To purchase and pay for entirely out of Trust Property such insurance as they may deem necessary or appropriate for the conduct of the business of the Trust, including, without limitation, insurance policies insuring the Trust Property and payment of distributions and principal on its investments, and insurance policies insuring the Shareholders, Trustees, officers, representatives, employees, agents, investment advisers, managers, administrators, custodians, underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person in such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability;

(p) To sell or exchange any or all of the assets of the Trust, subject to the provisions of Sections 10.4(b) and 10.5(a) hereof;

(q) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with respect to securities, debt instruments or property as the Trustees shall deem proper;

(r) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or debt instruments;

(s) To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

(t) To establish Classes thereof having relative rights, powers and duties as they may provide consistent with applicable laws and regulations;

(u) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation, issuer or concern, any security or debt instrument of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation, issuer or concern; and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

(v) To make distributions of income and of capital gains to Shareholders in the manner herein provided;

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(w) To establish, from time to time, a minimum investment amount for Shareholders in the Trust, which may be different for each Class, and to impose account fees on and/or require the redemption of the Shares of any Shareholders whose investment is less than such minimum amount;

(x) To cause each Shareholder, or each Shareholder of any particular Class, to pay directly, in advance or arrears, for administrative and other fees and charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder;

(y) To establish one or more committees comprised of one or more of the Trustees, and to delegate any of the powers of the Trustees to said committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust therein) and any other characteristics of said committees as the Trustees may deem proper;

(z) To interpret the investment policies, practices or limitations of any Class;

(aa) To establish a registered office and have a registered agent in the State of Delaware;

(bb) To compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants, contractors and employees of the Trust or the Trustees on such terms as they deem appropriate; and

(cc) In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in his or their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Class, and not an action in an individual capacity.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

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Section 4.2 Issuance and Repurchase of Shares. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, exchange, and otherwise deal in Shares and, subject to the provisions set forth in Article II, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Class of the Trust, with respect to which such Shares are issued.

Section 4.3 Action by the Trustees. The Trustees shall act by majority vote at a meeting duly called or, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, by written consent of Trustees having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Trustees entitled to vote thereon were present and voted, or by telephone meeting or a meeting held by other means of remote communication. At any meeting of the Trustees, one-third (1/3) of the Trustees then in office shall constitute a quorum. Regular meetings of the Trustees may be held at such times and places as the Trustees may from time to time determine, and if so determined, notices thereof need not be given. Special meetings of the Trustees may be called orally or in writing by the President or by a majority of the Trustees. Notice of the time, date and place of all meetings of the Trustees shall be given in advance of the meetings by telephone, mail, Electronic Transmission or as otherwise provided in the By-laws or permitted by applicable law. Notice need not be given to any Trustee who attends a meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting, whether before or after the meeting. Subject to the requirements of the 1940 Act, the Trustees by majority vote may delegate to any one or more of their number their authority to approve particular matters or take particular actions on behalf of the Trust. Written consents or waivers of the Trustees may be executed in one or more counterparts. Execution of a written consent or waiver and delivery thereof to the Trust may be accomplished by Electronic Transmission.

Section 4.4 Chairman of the Trustees. The Trustees may appoint one of their number to be Chairman of the Board of Trustees. The Chairman shall preside at all meetings of the Trustees at which he is present and may be (but is not required to be) the chief executive, financial, and/or accounting officer of the Trust.

Section 4.5 Principal Transactions. Except to the extent prohibited by applicable laws and regulations, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Affiliated Person of the Trust, investment adviser, investment sub-adviser, distributor or transfer agent for the Trust or with any Interested Person of such Affiliated Person or other person; and the Trust may employ any such Affiliated Person or other person, or firm or company in which such Affiliated Person or other person is an Interested Person, as broker, legal counsel, registrar, investment adviser, investment sub-adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.

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ARTICLE V

SERVICE CONTRACTS

Section 5.1 Service Contracts. Subject to compliance with the provisions of the 1940 Act, but notwithstanding any limitations of present and future law or custom in regard to delegation of powers by trustees generally, the Trustees may, at any time and from time to time and without limiting the generality of their powers and authority otherwise set forth herein, enter into one or more contracts with any one or more corporations, trusts, associations, partnerships, limited partnerships, other types of organizations or individuals to provide for the performance and assumption of some or all of the following services, duties and responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance and assumption of such other services, duties and responsibilities in addition to those set forth below as the Trustees may determine to be appropriate:

(a) Investment Adviser and Investment Sub-Adviser. The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any other provision of this Declaration of Trust, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees.

The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Declaration of Trust to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

(b) Principal Underwriter. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares, whereby the Trust may either agree to sell Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust.

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(c) Administrator. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(d) Transfer Agent. The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trustees with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

(e) Administrative Service and Distribution Plans. The Trustees may, on such terms and conditions as they may in their discretion determine, adopt one or more plans pursuant to which compensation may be paid directly or indirectly by the Trust for Shareholder servicing, administration and/or distribution services with respect to one or more Classes, including without limitation plans subject to, or operated in accordance with, Rule 12b-1 (or any successor rule) under the 1940 Act, and the Trustees may enter into agreements pursuant to such plans.

(f) Fund Accounting. The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.

(g) Parties to Contract. Any contract described in this Article V or in Article VI hereof may be entered into with any corporation, trust, association, partnership, limited partnership, or other type of organization, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered void or voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article V or Article VI hereof. The same person (including a corporation, trust, association, partnership, limited partnership or other type of organization) may be the other party to contracts entered into pursuant to this Article V or Article VI hereof, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.1.

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ARTICLE VI

CUSTODIAN

Section 6.1 Appointment and Duties. The Trustees at all times shall employ a bank, a company that is a member of a national securities exchange, or a trust company, each having capital, surplus and undivided profits of at least two million dollars ($2,000,000), or any other entity satisfying the requirements of the 1940 Act, as custodian with authority as its agent, but subject to such restrictions, limitations, and other requirements, if any, as may be contained in this Declaration of Trust or By-laws of the Trust:

(a) to hold the securities and other assets of the Trust and deliver the same upon written order or oral order confirmed in writing;

(b) to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct;

(d) to keep the books and accounts of the Trust or of any Class and furnish clerical and accounting services; and

(e) to compute, if authorized to do so by the Trustees, the Net Asset Value of the Trust or any Class, in accordance with the provisions hereof; all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.

The Trustees also may authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian, and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank, a company that is a member of a national securities exchange, a trust company or any other entity satisfying the requirements of the 1940 Act.

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Section 6.2 Central Certificate System. Subject to such rules, regulations, and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, as amended, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians or other agents.

ARTICLE VII

SHAREHOLDER VOTING POWERS AND MEETINGS

Section 7.1 Voting. The Shareholders shall have power to vote only: (a) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof); (b) with respect to any contract entered into pursuant to Article V to the extent required by the 1940 Act; (c) with respect to termination of the Trust or a Class thereof to the extent required by applicable laws and regulations; (d) with respect to any plan adopted pursuant to, or operated in accordance with, Rule 12b-1 (or any successor rule) under the 1940 Act, and related matters, to the extent required under the 1940 Act; and (e) with respect to such additional matters relating to the Trust, a Series or a Class as may be required by this Declaration of Trust, the By-laws or any registration of the Trust as an investment company under the 1940 Act or as the Trustees may consider necessary or desirable.

On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Classes shall vote as a single class; provided, however, that: (a) as to any matter with respect to which a separate vote of any Class is required by the 1940 Act or other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (b) unless the Trustees determine that this clause (b) shall not apply in a particular case, to the extent that a matter referred to in clause (a) above affects more than one Class and the interests of each such Class in the matter are identical, then the Shares of all such affected Classes shall vote as a single class; and (c) as to any matter which does not affect the interests of a particular Class, only the holders of Shares of the one or more affected Classes shall be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. A proxy may be given in writing, by telephone, by Electronic Transmission or as otherwise provided for in the By-laws or permitted by law. Anything in this Declaration of Trust to the contrary notwithstanding, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of the Trust or one or more Classes thereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by

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written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration of Trust or the By-laws to be taken by Shareholders.

Section 7.2 Meetings. The Trust is not required to hold annual meetings of Shareholders. Meetings of Shareholders (including meetings involving only the holders of Shares of one or more but less than all Classes) may be called by the Trustees (or such other persons as set forth in the By-laws) from time to time to be held at such places within or without the State of Delaware, and on such dates as may be designated in the call thereof for the purpose of taking action upon any matter as to which the vote or authority of the Shareholders is required or permitted as provided in Section 7.1. Unless a different percentage is required by the By-laws, meetings of Shareholders shall be called by the Trustees upon the written request of Shareholders owning at least 51 percent (51%) of the Outstanding Shares entitled to vote. Notice shall be sent, postage prepaid, by mail or by such other means permitted by applicable law or the By-laws or determined by the Trustees, not less than 10 days prior to any such meeting.

Section 7.3 Quorum and Required Vote. Unless a larger percentage is required by law, by the By-laws, by any provision of this Declaration of Trust or by the Trustees, one-third of the Shares entitled to vote in person or by proxy on a particular matter shall be a quorum for the transaction of business at a Shareholders’ meeting with respect to that matter. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held without the necessity of further notice. Except when a larger vote is required by law, by the By-laws, by any provision of this Declaration of Trust or by the Trustees, a majority of the Shares voted in person or by proxy on a particular matter at a meeting at which a quorum is present shall decide any questions with respect to that matter and a plurality shall elect a Trustee.

Section 7.4 Action by Written Consent. Subject to the provisions of the 1940 Act and other applicable laws and regulations, any action taken by Shareholders may be taken without a meeting, without a prior notice and without a vote if a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, by any provision of this Declaration of Trust or by the Trustees) consent to the action in writing or by Electronic Transmission. Such consent shall be treated for all purposes as a vote taken at a meeting of shareholders. The Trustees may adopt additional rules and procedures regarding the taking of Shareholder action by written consents.

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ARTICLE VIII

DISTRIBUTIONS AND REDEMPTIONS

Section 8.1 Distributions

(a) The Trustees may from time to time declare and pay dividends or other distributions with respect to any Class. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.

(b) Dividends and other distributions may be paid or made to the Shareholders of record at the time of declaring a dividend or other distribution or among the Shareholders of record at such other date or time or dates or times as the Trustees shall determine, which dividends or distributions, at the election of the Trustees, may be paid pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine. All dividends and other distributions on Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of Shares of that Class they held on the record date established for such payment, except that in connection with any dividend or distribution program or procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment in the prescribed form has not been received by the time or times established by the Trustees under such program or procedure. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.

(c) Anything in this Declaration of Trust to the contrary notwithstanding, the Trustees may at any time declare and distribute a stock dividend pro rata among the Shareholders of a particular Class as of the record date established for such stock dividend. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

Section 8.2 Redemptions.

(a) No Shareholder shall have any right to redeem Shares. Except as otherwise provided in this Declaration of Trust, no Shareholder or other person holding Shares shall have any ability to withdraw from the Trust or to tender Shares to the Trust for repurchase or otherwise to request repurchase of such Shares. From time to time, the Trust may redeem or repurchase its Shares, all upon such terms and conditions as may be determined by the Trustees and subject to any applicable provisions of the 1940 Act, as it may be amended from time to time, or any exemption therefrom or interpretation thereof. The Trust may require Shareholders to pay a withdrawal charge, a sales charge, or any other form of charge to the Trust, to the Principal Underwriter or to any other person designated by the Trustees upon redemption or repurchase of Shares in such amount as shall be determined from time to time by the Trustees. The Trust may also charge a redemption or repurchase fee, payable to the Trust, in such amount

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as may be determined from time to time by the Trustees. Payment for said Shares shall be made by the Trust as permitted under the 1940 Act. The provisions set forth in this Section 8.2(a) may be suspended or postponed by the Board of Trustees as permitted under the 1940 Act, or any exemption therefrom or interpretation thereof. The Trustees may from time to time specify conditions, not inconsistent with the 1940 Act, as it may be amended from time to time, or any exemption therefrom or interpretation thereof, regarding the redemption or repurchase of Shares of the Trust, which may include establishing a maximum amount of Shares that may be repurchased and prorating Shares tendered for repurchase if the repurchase is oversubscribed. The Trustees may, in their sole discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the net asset value of the Shareholder’s Shares, or the aggregate number of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any minimum amount established by the Trustees from time to time in their sole discretion. In the event that a Shareholder shall submit a request for the repurchase of a greater number of Shares than are allocated to such Shareholder, such request shall not be honored. The Trustees may declare a suspension of any repurchases or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify and thereafter there shall be no right of repurchase or payment until the Trustees shall declare the suspension at an end.

(b) Subject to Section 8.2(a) hereof, the Trust may redeem or repurchase Shares at their net asset value or at such other price as is not inconsistent with the 1940 Act, as it may be amended from time to time, or any exemption therefrom or interpretation thereof, which may be reduced by any sales charge, withdrawal charge, redemption or repurchase fee, or any other form of charge authorized by the Trustees. Net asset value shall be determined as set forth in Section 8.3 hereof as of such time as the Trustees shall have prescribed. Subject to Section 8.2(a) hereof, any preferred shares may be redeemed or repurchased on such terms as are stipulated in the document or resolution of the Trustees establishing their terms. Payment for Shares redeemed or repurchased shall be made in cash or in property out of the assets of the Trust to the Shareholder of record at such time and in the manner, not inconsistent with the 1940 Act or other applicable laws.

(c) Subject to applicable federal law, including the 1940 Act, the redemption or repurchase price may be paid, in any case or cases, wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption or repurchase price may be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other person in transferring securities selected for delivery as all or part of any payment in kind.

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(d) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms the Trustees believe are fair to the Trust and to the Shareholder or any person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that:

(i) the Shares have been transferred in violation of Section 2.4, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder;

(ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction;

(iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Investment Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences;

(iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or

(v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares.

(e) If all of a Shareholder’s Shares are repurchased or redeemed, that Shareholder will cease to be a Shareholder.

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Section 8.3 Determination of Net Asset Value. The term “Net Asset Value” of any Class shall mean that amount by which the assets belonging to that Class exceed the liabilities belonging to that Class, all as determined by or under the direction of the Trustees. Such value shall be determined separately for each Class and shall be determined on such days and at such times as the Trustees may determine. The Trustees may delegate any of their powers and duties under this Section 8.3 with respect to valuation of assets and liabilities. The resulting amount, which shall represent the total Net Asset Value of the particular Class, shall be divided by the total number of shares of that Class outstanding at the time and the quotient so obtained shall be the Net Asset Value per Share of that Class. At any time, the Trustees may cause the Net Asset Value per Share last determined to be determined again in similar manner and may fix the time when such re-determined value shall become effective. If, for any reason, the net income of any Class, determined at any time, is a negative amount, the Trustees shall have the power with respect to that Class: (i) to offset each Shareholder’s pro rata share of such negative amount from the accrued dividend account of such Shareholder; or (ii) to reduce the number of Outstanding Shares of such Class by reducing the number of Shares in the account of each Shareholder by a pro rata portion of the number of full and fractional Shares which represents the amount of such excess negative net income; or (iii) to cause to be recorded on the books of such Class an asset account in the amount of such negative net income (provided that the same shall thereupon become the property of such Class with respect to such Class and shall not be paid to any Shareholder), which account may be reduced by the amount of dividends declared thereafter upon the Outstanding Shares of such Class on the day such negative net income is experienced, until such asset account is reduced to zero; or (iv) to combine the methods described in clauses (i) and (ii) and (iii) of this sentence; or (v) to take any other action they deem appropriate, in order to cause (or in order to assist in causing) the Net Asset Value per Share of such Class to remain at a constant amount per Outstanding Share immediately after each such determination and declaration. The Trustees also shall have the power not to declare a dividend out of net income for the purpose of causing the Net Asset Value per Share to be increased. The Trustees shall not be required to adopt, but at any time may adopt, discontinue, or amend the practice of maintaining the Net Asset Value per Share of a Class at a constant amount.

ARTICLE IX

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 9.1 Limitation of Liability. All persons contracting with or having any claim against the Trust or a particular Class shall look only to the assets of such particular Class for payment under such contract or claim, and neither the Trustees nor, when acting in such capacity, any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every written instrument or obligation on behalf of the Trust or any Class may contain a statement to the foregoing effect, but the absence of such statement shall not operate to make any Trustee or officer of the Trust liable thereunder. To the fullest extent that limitations on the liability of Trustees and officers are permitted by the Delaware Act, no Trustee or officer of the Trust shall have any liability to the Trust or its Shareholders for money damages, and the Trustees and officers of the Trust shall not be responsible or liable for any act or omission or for neglect or wrongdoing by them or any officer, agent, employee, investment

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adviser or independent contractor of the Trust, but nothing contained in this Declaration of Trust or in the Act shall protect any Trustee or officer of the Trust against liability to the Trust or to Shareholders to which such Trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Section 9.2 Indemnification. The Trust shall indemnify and advance expenses to any person who is or was a Trustee, officer or employee of the Trust, or a trustee, director, officer or employee of any other entity which he serves or served at the request of the Trust and in which the Trust has or had any interest as a shareholder, creditor, or otherwise (each of such persons a “Covered Person”) to the maximum extent permitted by Delaware law and the 1940 Act, against all liabilities and reasonable expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants’ and counsel fees) reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal or derivative, before any court or administrative or legislative body, in which he may be involved or with which he may be threatened, while as a Covered Person or thereafter, by reason of being or having been such a Covered Person, except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his duties involved in the conduct of such Covered Person’s office. The payment of expenses in advance of the final disposition of an action, suit or proceeding as provided for herein may be made on terms fixed by the Board of Trustees and conditioned upon receipt of an undertaking by or on behalf of the Covered Person to repay to the Trust any amounts so paid if it is ultimately determined that indemnification of such expenses is not authorized under this Section 9.2. No amendment of this Declaration of Trust or repeal of any of the provisions hereof shall limit or eliminate the right of indemnification provided by this Section 9.2 with respect to acts or omissions occurring prior to such amendment or repeal.

Section 9.3 Indemnification Not Exclusive. The right of indemnification provided by this Article IX shall not be exclusive of or affect any other rights to which any Covered Person may be entitled. As used in this Article IX, “Covered Person” shall include such person’s heirs, executors and administrators, and a “disinterested, non-party Trustee” is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.

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Section 9.4 No Duty of Investigation; Notice in Trust Instruments, Etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or any officer, employee or agent of the Trust or a Class shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or a Class or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration of Trust or in their capacity as officers, employees or agents of the Trust or a Class. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or a Class or undertaking made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under this Declaration of Trust, and that the obligations of the Trust or a Class under any such instrument are not binding upon any of the Trustees or Shareholders individually, but bind only the Trust Property or the Trust Property of the applicable Class, and may contain any further recital which they may deem appropriate, but the omission of such recital shall not operate to bind the Trustees individually.

Section 9.5 Reliance on Experts, Etc. Each Trustee, officer or employee of the Trust or a Class shall, in the performance of his duties, powers and discretions hereunder be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust or a Class, upon an opinion of counsel, or upon reports made to the Trust or a Class by any of its officers or employees or by any investment adviser, administrator, distributor, transfer agent of the Trust or by selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

Section 9.6 Shareholders. In case any Shareholder or former Shareholder of any Class shall be held to be personally liable solely by reason of his being or having been a Shareholder of such Class and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Class to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Class and satisfy any judgment thereon from the assets of the Class. The indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one or more Classes whose Shares were held by said Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust or any Class to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein.

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ARTICLE X

MISCELLANEOUS

Section 10.1 Statutory Trust Only. It is the intention of the Trustees to create a statutory trust pursuant to the Act. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation or any form of legal relationship other than a statutory trust pursuant to the Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 10.2 Trustees’ Good Faith Action; No Bond or Surety. The exercise by the Trustees of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article IX hereof, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. No Trustees shall be required to give any bond or surety or any other security for the performance of their duties.

Section 10.3 Establishment of Record Dates. For the purpose of determining the Shareholders of any Class who are entitled to receive payment of any dividend or other distribution, the Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or other distribution, as the record date for determining the Shareholders of such Class having the right to receive such dividend or other distribution. Without fixing a record date, the Trustees may for distribution purposes close the register or transfer books for one or more Classes any time prior to the payment of a distribution. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Classes. The Trustees may fix in advance a date, to be determined by the Trustees and no longer than that permitted by applicable laws and regulations, before the date of any Shareholders’ meeting, or the date for the payment of any dividends or other distributions, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of such dividend or other distribution, or to receive any such allotment of rights, or to exercise such rights in respect of any such change, conversion or exchange of Shares.

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Section 10.4 Dissolution and Termination of Trust

(a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 10.4.

(b) Notwithstanding anything in Section 10.5 to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable laws and regulations, including, without limitation, by:

i. selling and conveying all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series or class of shares thereof; or

ii. at any time selling and converting into money all of the assets of the Trust or any Class.

Following a sale or conversion in accordance with this Section 10.4(b), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets belonging to that Class over the liabilities belonging to that Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust.

(c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in Section 10.4(b), the Trust (in the case of a sale or conversion with respect to the Trust as a whole) or any affected Class shall terminate, the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder, and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged.

Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one (1) or more of the Trustees.

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Section 10.5 Merger, Consolidation, Reorganization

(a) Notwithstanding any other provision of this Declaration of Trust, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Class to another Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of some or all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Class, and which may include Shares of such other Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by one (1) or more of the Trustees or an authorized officer of the Trust, and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

(b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with Section 10.5(a) hereof may effect any amendment to this Declaration of Trust or effect the adoption of a new trust instrument of the Trust if the Trust is the surviving or resulting trust in the merger or consolidation.

(c) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Class thereof into beneficial interests in any such newly created trust or trusts or any classes thereof.

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Section 10.6 Open-End Conversion. Notwithstanding any other provisions of this Declaration of Trust or the By-Laws, a favorable vote of the holders of not less than seventy-five percent (75%) of the Shares of the Trust, or each affected Class outstanding, voting as separate Classes, shall be required to approve, adopt or authorize an amendment to this Declaration of Trust that makes each Share a “redeemable security” and converts the Trust from a “closed-end company” to an “open-end company” as those terms in quotations are defined in the 1940 Act, unless such amendment has been approved by a majority of the Trustees then in office, in which case a Majority Shareholder Vote shall be required. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law, or any agreement between the Trust and any national securities exchange.

Section 10.7 Filing of Copies, References, and Headings. The original or a copy of this Declaration of Trust and of each amendment hereof, supplement hereto or restatement hereof shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments, supplements or restatements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Declaration of Trust or of any such amendment, supplement or restatement. In this Declaration of Trust or in any such amendment, supplement or restatement, references to this Declaration of Trust, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Declaration of Trust as amended or affected by any such amendment, supplement or restatement. All expressions such as or similar to “his,” “he,” and “him” shall be deemed to include the feminine and neuter, as well as masculine, genders. All references to Delaware law, the Act, the 1940 Act, the Internal Revenue Code and applicable laws and regulations shall be deemed to refer to such statutes, laws and regulations as amended and as in effect from time to time. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Declaration of Trust, rather than the headings, shall control. This Declaration of Trust may be executed in any number of counterparts, each of which shall be deemed an original.

Section 10.8 Applicable Law. The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Declaration of Trust, and the rights and obligations of the Trustees and Shareholders hereunder, are to be governed by and construed and administered according to the Act and the laws of the State of Delaware; provided, however, that there shall not be applicable to the Trust, the Trustees or this Declaration of Trust (a) the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Act) pertaining to trusts which relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of

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fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Declaration of Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 10.9 Amendments. Except as specifically provided herein, the Trustees may, without Shareholder approval, amend, supplement or restate this Declaration of Trust by making an instrument of amendment, supplement or restatement. Shareholders shall have the right to vote: (i) on any amendment which would affect their right to vote granted in Section 7.1, (ii) on any amendment to this Section 10.9, (iii) on any amendment for which such vote is required by law and (iv) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Classes shall be authorized by vote of the Shareholders of each Class affected and no vote of shareholders of a Class not affected shall be required. The Certificate of Trust may be amended or restated by any Trustee upon approval by the Trustees as necessary or desirable to reflect any change in the information set forth therein, and any such amendment or restatement shall be effective immediately upon filing in the office of the Delaware Secretary of State or upon such future date as may be stated therein. Notwithstanding anything else herein, no amendment hereof shall limit the indemnification or other rights provided by Article IX with respect to any actions or omissions of Covered Persons prior to such amendment.

Section 10.10 Fiscal Year. The fiscal year of the Trust shall end on a specified date as determined from time to time by the Trustees.

Section 10.11 Provisions in Conflict with Law. The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provisions shall be interpreted in such a manner as to resolve any such conflict or, if appropriate, deemed never to have constituted a part of this Declaration of Trust; provided, however, that such latter determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

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Section 10.12 Alternative Voting. Notwithstanding any other provision of this Declaration of Trust and pursuant to procedures adopted by the Board of Trustees, and consistent with applicable laws and regulations, the Board of Trustees may determine, with respect to any matter submitted to the vote of the Shareholders of the Trust or any Class, that each Shareholder shall be entitled to one (1) vote for each dollar (and a fractional vote for each fraction of a dollar) of Net Asset Value per Share of a Class, as applicable.

Section 10.13 Use of Name. The Board of Trustees expressly agrees and acknowledges that the name “Principal Private Credit Fund I” is the sole property of the Trust’s investment adviser, Principal Global Investors, LLC (“Adviser”). The Adviser has granted to the Trust a non-exclusive license to use such name as the name of the Trust now and in the future. The Board of Trustees further expressly agrees and acknowledges that the non-exclusive license granted herein may be terminated by the Adviser if the Trust ceases to use the Adviser or one of its Affiliates as investment adviser. In such event, the nonexclusive license may be revoked by the Adviser and the Trust shall cease using the name “Principal Private Credit Fund I” or any name misleadingly implying a continuing relationship between the Trust and the Adviser or any of its Affiliates, as part of its name, unless otherwise consented to by the Adviser or any successor to its interests in such names.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned, being the Initial Trustee of the Trust, has executed this Declaration of Trust as of the day and year first written above.


			By:			/s/ John L. Sullivan
			Name:			John L. Sullivan

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AMENDED AND RESTATED BY-LAWS

PRINCIPAL PRIVATE CREDIT FUND I

These Amended and Restated By-laws of Principal Private Credit Fund I (the “Trust”) are subject to the Trust’s Agreement and Declaration of Trust dated April 12, 2024, as from time to time amended, supplemented, or restated (the “Declaration of Trust”). The Trust is a Delaware statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. §§ 3801 et seq.) (the “Act”).

ARTICLE 1

Fiscal Year

1.01 Fiscal Year. Except as otherwise from time to time provided by the Board of Trustees of the Trust (the “Board”), the fiscal year of the Trust begins April 1 and ends March 31.

ARTICLE 2

Shareholders' Meetings

2.01 Place of Meetings. All meetings of the shareholders shall be held at such place within or without the State of Delaware as is stated in the notice of meeting.

2.02 Annual Meetings. There shall be no annual meeting of shareholders, except as required by law or as determined by the Board. In the event such a meeting is held, the Board shall determine the date and time thereof in accordance with applicable law.

2.03 Special Meetings. Special meetings of the shareholders may be called at any time by the chair of the Board, if any, the president, or the Board. Special meetings of the shareholders shall be called by the secretary for any proper purpose upon written request of shareholders holding, in the aggregate, at least 51% of the outstanding shares of the Trust; provided that: (i) such request shall include proof of the requesting shareholders’ ownership of shares at the time of the request and state the purpose(s) of such meeting and the matter(s) proposed to be acted on; and (ii) the shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such shareholders; and provided, further, that a meeting shall not be called upon the request of shareholders to consider any matter that is substantially the same as a matter voted upon at any meeting held during the preceding 12 months, unless requested by the holders of at least two-thirds of the outstanding shares entitled to be voted at such meeting.

2.04 Notice. Notice of each shareholders' meeting stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called shall be given, in accordance with Section 5.01 of these By-laws, to all shareholders entitled to such notice not less than 10 days prior to the date of the meeting. Any meeting at which all shareholders entitled to vote are present either in person or by proxy, or of which those not present have waived notice in accordance with Section 5.02 of these By-laws, shall be a legal meeting for the transaction of business, notwithstanding that notice has not been given as herein provided.

2.05 Quorum. Except as otherwise expressly required by applicable law, these By-laws, or the Declaration of Trust, at any meeting of the shareholders, the presence in person or by proxy of the holders of one-third of the shares of beneficial interest (“Shares”) of the Trust issued and outstanding and entitled to vote, shall constitute a quorum, but a lesser interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice.

2.06 Proxies and Voting. Shareholders of record may vote at any meeting either in person or by written proxy signed by the shareholder or by the shareholder's duly authorized attorney-in-fact in accordance with applicable law, which shall be filed with the secretary of the meeting before being voted. Proxies may be granted in writing, by means of “electronic transmission” (as defined in Section 3806 of the Act), or as otherwise permitted by applicable law. No proxy shall be valid more than eleven months after its date unless it provides for a longer period. Shareholders shall have voting rights and shall act as set forth in the Declaration of Trust.

2.07 Share Ledger. The Trust shall maintain at the office of the transfer agent of the Trust, or at the office of any successor thereto as transfer agent of the Trust, an original or duplicate share ledger containing the names and addresses of all shareholders and the number of Shares of the Trust (or class of Shares of the Trust) held by each shareholder. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

ARTICLE 3

Board of Trustees

3.01 Number, Service. The Trust shall have a Board consisting of not less than two and no more than fifteen members. The number of trustees to constitute the whole Board within the above-stated limits shall be fixed by the Board. Each trustee shall serve until the next annual meeting of shareholders and until a successor is duly elected and qualifies or until his or her earlier death, resignation, or removal.

3.02 Powers. The Board shall be responsible for the entire management of the business of the Trust. In the management and control of the property, business, and affairs of the Trust, the Board shall have all powers necessary and desirable to carry out its responsibilities, provided such powers are not inconsistent with the laws of the State of Delaware, the Declaration of Trust, or these By-laws.

3.03 Election. Except as provided in Section 3.05 of these By-laws, the trustees shall be elected at any meeting of the shareholders called for that purpose. A plurality of all the votes cast at such meeting at which a quorum is present is sufficient to elect a trustee.

3.04 Resignation and Removal.

(a)Resignation. Any trustee may resign as set forth in the Declaration of Trust.

(b)Removal by Shareholders. The shareholders may remove from office any trustee in accordance with the Declaration of Trust.

(c)Removal by Board. The Board may remove from office any trustee in accordance with the Declaration of Trust.

3.05 Vacancies. If the office of any trustee becomes or is vacant for any reason, such vacancy may be filled in accordance with the Declaration of Trust.

3.06 Meetings. Regular meetings of the Board may be held in such places within or without the State of Delaware, and at such times, as the Board may from time to time determine, and if so determined, notices thereof need not be given. Special meetings of the Board may be held at any time or place whenever called by the president or a majority of the Board, notice thereof being given by the secretary or the president, or the trustees calling the meeting, to each trustee in accordance with Section 5.01 of these By-laws. Special meetings of the Board may also be held without formal notice, provided all trustees are present or those not present have waived notice thereof in accordance with Section 5.02 of these By-laws.

3.07 Quorum; Voting. Except as otherwise required by law, the Declaration of Trust, or these By-laws, at all meetings of the Board, one-third of the trustees then in office shall constitute a quorum for the transaction of business. A lesser number may adjourn a meeting from time to time, and the meeting may be held as adjourned without further notice. An action of a majority of the quorum shall constitute an action of the Board, except as otherwise expressly required by law, the Declaration of Trust, or these By-laws.

3.08 Committees of the Board.

(a)Executive Committee. The Board may elect from its members an executive committee of not less than three, which may exercise certain powers of the Board when the Board is not in session pursuant to applicable law.

(b)Other Committees. The Board may elect from its members such other committees from time to time as it may desire. The number composing such committees and the powers conferred upon them shall be determined by the Board at its own discretion in accordance with applicable law.

(c)Rules and Conduct. The committees of the Board may make rules for the holding and conduct of their meetings and keeping the records thereof and shall report their action to the Board.

3.09 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice, and without a vote if consented to in writing (including by “electronic transmission” as defined in Section 3806 of the Act) by trustees having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all trustees entitled to vote thereon were present and voted. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting, if consented to in writing or by “electronic transmission” by each member of such committee that is entitled to vote on such matter and such consent is filed in paper or electronic form with the minutes of proceedings of the committee.

3.10 Meetings by Electronic Communication. Unless otherwise prohibited by applicable law, at any regular or special meeting, members of the Board, or any committee thereof, may participate by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE 4

Officers

4.01 General. The officers of the Trust shall be a president, a secretary, and a treasurer and may include any such other officers or assistant officers performing such duties as commonly incident to such office and as the Board may from time to time deem advisable. The same person may hold more than one office, except a person holding the office of president may not also hold the office of any vice president.

4.02 Election and Tenure; Resignation and Removal. The officers of the Trust shall be elected by and shall serve at the pleasure of the Board. Each officer shall hold office until his or her successor is elected and qualifies or until his or her earlier death, resignation, or removal. Any officer may resign at any time upon notice to the Trust. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any officer or agent elected or appointed by the Board may be removed at any time by the Board when, in its judgment, such removal is in the best interests of the Trust. Any vacancy occurring in any office of the Trust by death, resignation, removal, or otherwise may be filled by the Board.

4.03 The President. The president shall exercise such general powers of management as are usually vested in the office of president of a statutory trust. The president shall have such further authorities and duties as the Board shall from time to time determine.

4.04 The Secretary. The secretary shall keep accurate minutes of all meetings of the shareholders and the Board and shall perform all duties commonly incident to that office and as provided by law. The secretary shall have such further authorities and duties as the Board shall from time to time determine.

4.05 The Treasurer. The treasurer shall, subject to the order of the Board and in accordance with any arrangements for performance of services as custodian, transfer agent, or disbursing agent approved by the Board, have the care and custody of the money, funds, securities, valuable papers, and documents of the Trust, and shall have and exercise under the supervision of the Board all powers and duties commonly incident to the office and as provided by law. The treasurer shall keep or cause to be kept accurate books of account of the Trust’s transactions, which shall be subject at all times to the inspection and control of the Board. The treasurer shall deposit all funds of the Trust in such bank or banks, trust company or trust companies, or such firm or firms doing a banking business as the Board shall designate. The treasurer shall have such further authorities and duties as the Board shall from time to time determine.

4.06 Other Officers and Agents. The Board may elect or appoint, or may authorize the president to appoint, such other officers or agents with such powers as the Board deems advisable. Assistant officers shall act generally in the absence of the officer whom they assist and shall assist that officer in the duties of the office. Each officer, agent, and employee of the Trust shall have such other duties and authority as may be conferred upon such person by the Board or delegated to such person by the president.

ARTICLE 5

Notices

5.01 Manner of Giving. Whenever any notice is required to be given pursuant to the Declaration of Trust, these By-laws, or applicable law, such notice may be given as follows: (i) to shareholders, by mailing such notice to each shareholder of record at his, her, or its address as it appears on the records of the Trust, or by such other means as may be permitted by the Declaration of Trust or applicable law, including by “electronic transmission” (as defined in Section 3806 of the Act); and (ii) to trustees, committee members, and officers, by any means as may be permitted by the Declaration of Trust or applicable law, including by “electronic transmission.” Such notices shall be deemed delivered as set forth under applicable law.

5.02 Waiver. Whenever any notice is required to be given pursuant to the Declaration of Trust, these By-laws, or applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice and shall be filed with the records of the meeting. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE 6

General Provisions

6.01 Disbursement of Funds. All checks, drafts, orders, or instructions for the payment of money and all notes of the Trust shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

6.02 Voting of Stock or Other Interests in Corporations or Other Entities. Unless otherwise ordered by the Board, any officer or, at the direction of any such officer, any investment advisor to the Trust, shall have full power and authority on behalf of the Trust to attend and to act and to vote, or in the name of the Trust to execute proxies to vote, at any meeting of shareholders of or beneficial owners of interests in any corporation or other entity in which the Trust may hold shares of stock or other interests, and at any such meeting may exercise any and all the rights and powers incident to the ownership of such stock or other interests. At any such meeting, such officer or investment advisor to the Trust shall possess and may exercise (in person or by proxy) any and all the rights, powers, and privileges incident to the ownership of such stock or other interests. The Board may by resolution from time to time confer like powers upon any other person or persons.

6.03 Execution of Instruments. Except as otherwise provided in these By-laws, all instruments may be executed on behalf of the Trust by the president, by the chief executive officer, by the chief financial officer, or by any vice president. In addition, any instrument may be executed on behalf of the Trust by any other officer or agent authorized to act in such matters by law, the Declaration of Trust, these By-laws, or any general or special authorization of the Board.

6.04 Seal. The seal of the Trust, if any, shall have inscribed thereon the name of the Trust, the year of its organization, and the words "The State of Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The form of seal may be altered by the Board. In lieu of affixing the seal to any document, it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a seal to affix the word “(Seal)” adjacent to the signature of the authorized officer of the Trust. Any officer or trustee of the Trust shall have authority to affix the seal to any document requiring the same.

ARTICLE 7

Purchases and Suspension of Sales

7.01 Repurchase of Shares. From time to time, the Trust may repurchase its Shares, all upon such terms and conditions as may be determined by the Board and subject to any applicable provisions of the 1940 Act or any exemption therefrom or interpretation thereof.

7.02 Purchases by Agreement. The Trust may purchase its Shares by agreement with the owner at a price not exceeding the net asset value next computed following the time when the purchase or contract to purchase is made. Payment of the purchase price may be made wholly or partly in cash, portfolio securities, or other property of the Trust, as determined by the Board.

7.03 Suspension of Sales. The Trust reserves the right to suspend sales of its Shares if, in the judgment of the majority of the Board or a majority of the executive committee of the Board, if such committee exists, it is in the best interest of the Trust to do so, such suspension to continue for such period as may be determined by such majority.

ARTICLE 8

Exclusive Forum

8.01 Exclusive Forum. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trustee or officer or other employee of the Trust to the Trust or the Trust’s shareholders, (iii) any action asserting a claim against the Trust or any trustee or officer or other employee of the Trust arising pursuant to any provision of the Act or the Trust’s Certificate of Trust or Declaration of Trust or these By-laws (as any may be amended from time to time), and (iv) any action asserting a claim against the Trust or any trustee or officer or other employee of the Trust governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants.

ARTICLE 9

Indemnification

9.01 Right to Indemnification. Subject to the exceptions and limitations contained in Section 9.02, every person who is or was a Trustee, officer, or employee of the Trust, including persons who serve or served at the request of the Trust as directors, trustees, officers, or employees of another organization in which the Trust has or had an interest as a shareholder, creditor, or otherwise (each, a “Covered Person”), shall be indemnified by the Trust to the maximum extent permitted by law against all liability and reasonable expenses incurred or paid by him or her in connection with any claim, action, suit, or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a director, trustee, officer, or employee and against amounts paid or incurred by him or her in settlement thereof.

9.02 Exceptions. No indemnification shall be provided hereunder to a Covered Person:

(a)for any liability to the Trust or its shareholders arising out of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office;

(b)with respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust; or

(c)in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b) of this Section 9.02) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition, or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he did not engage in such conduct, such determination being made by: (i) a vote of a majority of the Disinterested Trustees (as such term is defined in Section 9.04) acting on the matter; or (ii) a written opinion of independent legal counsel.

9.03 Advancement of Expenses. Expenses of preparation and presentation of a defense to any claim, action, suit, or proceeding subject to a claim for indemnification under this Article 9 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that he or she is not entitled to indemnification under this Article 9, provided that either: (a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or (b) a majority of the Disinterested Trustees (as such term is defined in Section 9.04) acting on the matter or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to the facts available upon a full trial), that there is a reason to believe that the Covered Person ultimately will be found entitled to indemnification.

9.04 Certain Defined Terms Relating to Indemnification. For purposes of this Article 9: (a) "liability and reasonable expenses" shall include but not be limited to reasonable counsel fees and disbursements, amounts of any judgment, fine or penalty, and reasonable amounts paid in settlement; (b) "claim, action, suit, or proceeding" shall include every such claim, action, suit, or proceeding, whether civil or criminal, derivative or otherwise, administrative, judicial or legislative, any appeal relating thereto, and shall include any reasonable apprehension or threat of such a claim, action, suit, or proceeding; (c) a "Covered Person" shall include such person's heirs, executors, and administrators; and (d) a “Disinterested Trustee” shall mean a Trustee (i) who is not an “Interested Person” (as defined in the 1940 Act) of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation, or order of the SEC), and (ii) against whom none of such actions, suits, or other proceedings or another action, suit, or other proceeding on the same or similar grounds is then or has been pending.

ARTICLE 10

Amendments

10.01 Amendments. The Board, by majority vote, shall have the exclusive power, at any time, to amend, alter, or repeal these By-laws, without shareholder approval or prior notice to shareholders.

PRINCIPAL PRIVATE CREDIT FUND I

MANAGEMENT AGREEMENT

AGREEMENT to be effective April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (hereinafter called the “Fund”), and PRINCIPAL GLOBAL INVESTORS, LLC, a Delaware limited liability company (hereinafter called the “Manager”).

W I T N E S S E T H:

WHEREAS, The Fund has furnished the Manager with copies properly certified or authenticated of each of the following:

(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 for the Fund and approving the form of this Agreement with respect to the Fund; and

WHEREAS, The Fund desires to retain the Manager to provide investment management services to the Fund on the terms set forth in this Agreement, and the Manager is willing to provide such investment management services to the Fund on the terms set forth in this Agreement; and

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the Fund hereby appoints the Manager to act as investment adviser and manager of the Fund, and the Manager agrees to act, perform, or assume the responsibility therefore in the manner and subject to the conditions hereinafter set forth. The Fund will furnish the Manager from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

1.INVESTMENT ADVISORY SERVICES

The Manager will regularly perform the following services for the Fund:

(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 the Fund (or any appropriate committee of such Board), and provide ongoing review, evaluation and revision from time to time as conditions require of, a recommended investment program for the Fund’s portfolio consistent with the Fund’s investment objective and policies, including any recommendation for any combination or liquidation of the Fund;

(d)Where applicable, based upon research, analysis and due diligence, recommend to the Board of the Fund one or more sub-advisers for the Fund; regularly monitor and evaluate each sub-adviser’s performance, and recommend changes to the sub-advisers in situations in which appropriate;

(e)Implement such of its recommended investment program for the Fund as the Fund shall approve, by placing orders for the purchase and sale of securities, subject always to the provisions of the Fund’s and the requirements of the Investment Company Act of 1940, as amended (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;

(f)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 and any appropriate committees of such Board regarding the general conduct of the investment business of the Fund; and

(g)Report to the Board 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.

2.LOAN ADMINISTRATIVE SERVICES

The Manager, on behalf of the Fund, shall provide loan administration services with respect to certain of the investments of the Fund, and in such capacity may be named Administrative Agent (or other comparable title) pursuant to applicable loan or credit agreements and may be compensated by the borrower or an affiliate of the borrower for such services as set forth in such loan or credit agreements, or related fee letters.

3.RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS

In each case, to the extent required by applicable law (i) subject to the prior approval of a majority of the Board Members of the Fund, including a majority of the Board Members who are not interested persons (as defined in the 1940 Act) of the Manager, Principal Life Insurance Company, or the Fund and, (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, the Manager, in assuming responsibility for the various services as set forth in this Agreement, may (a) enter into agreements with others for the performance of certain duties and services or (b) delegate the performance of some or all of such duties and services to Principal Life Insurance Company, or one or more affiliates thereof; provided, however, that (x) the entry into any such agreements shall not relieve the Manager of its duty to review and monitor the performance of such persons to the extent provided in the agreements with such persons or as determined from time to time by the Board and (y) the entry into any such agreements in clause (a) or any such delegation in clause (b) shall not relieve the Manager of any of its obligations under this Agreement.

4.EXPENSES BORNE BY THE MANAGER

The services of all investment professionals and staff of the Manager, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Manager and not by the Fund.

5.COMPENSATION OF THE MANAGER BY FUND

(a)Management Fee. For the investment advisory services to be rendered and payments made by the Fund as provided in this Agreement, the Fund will accrue daily and pay the Manager monthly, or at such other intervals as the Fund and Manager may agree, a fee based on the average of the values placed on the net assets of the Fund as of the time of determination of the net asset value on each trading day throughout the month in accordance with Schedule 1 attached hereto. Net asset value shall be determined pursuant to applicable provisions of the Agreement and Declaration of Trust of the Fund. If pursuant to such provisions the determination of net asset value is suspended, then for the purposes of this Section 5 the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets for each day the suspension continues. The Manager may, at its option, waive all or part of its compensation for such period of time as it deems necessary or appropriate.

(b)Incentive Fee. The Manager shall receive an incentive fee (the “Incentive Fee”) calculated as set forth below. Examples of the Incentive Fee calculation are set forth in Schedule 2 attached hereto.

The Incentive Fee is earned on Pre-Incentive Fee Net Investment Income, as defined below, and shall be determined and payable in arrears as of the end of each calendar quarter during which this Agreement is in effect. The Incentive Fee for each quarter will be calculated as follows:

i.No Incentive Fee will be payable in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the quarterly Hurdle Rate, as defined below.

ii.All Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate, but is less than or equal to a catch-up threshold, will be payable to the Manager.

iii.For any quarter in which Pre-Incentive Fee Net Investment Income exceeds the applicable catch-up threshold, the Incentive Fee shall equal 15% of Pre-Incentive Fee Net Investment Income.

iv.“Hurdle Rate” is defined as the rate of return on the Fund’s net assets, equal to the greater of (x) 1.50% per quarter (or an annualized rate of 6.00%), or (y) the sum of the current three-month forward-looking term SOFR (i.e., as published two-business days prior to the commencement of the applicable quarter), divided by four, plus 0.75% per quarter (the “Hurdle Rate”). For purposes of calculating the Incentive Fee, net assets mean the total assets of the Fund minus the Fund’s liabilities. For purposes of the Incentive Fee, net assets are calculated using the quarter-to-date average net assets for the relevant calendar quarter.

v.“Pre-Incentive Fee Net Investment Income” is defined as: (i) fund-level book interest income, dividend income, and payment-in-kind income (and not including amortization/accretion or income generated from original issue discounts), minus (ii) the Fund’s operating expense (which, for this purpose, shall include interest payments on fund borrowings as well as other credit facility expenses, and shall not include any distributions and/or shareholder servicing fees, expenses related to fund investments, acquired fund fees and expenses, tax reclaim recovery expenses, litigation, any other extraordinary expense, any class-level specific expenses, or Incentive Fee) for the quarter.

6.EXPENSES BORNE BY FUND

The Fund will pay, without reimbursement by the Manager, all expenses attributable to the operation of the Fund (including payment for the use of valuation services) or the services described in this Agreement and not specifically identified in this Agreement as being paid by the Manager.

7.AVOIDANCE OF INCONSISTENT POSITION

In connection with purchases or sales of portfolio securities for the account of the Fund, neither the Manager nor any of the Manager’s directors, officers or employees will act as a principal or agent or receive any commission.

8.LIMITATION OF LIABILITY OF THE MANAGER

The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith, or gross negligence on the Manager’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

9.COPIES OF CORPORATE DOCUMENTS

The Fund will furnish the Manager promptly with properly certified or authenticated copies of amendments or supplements to its Declaration of Trust and Bylaws. Also, the Fund will furnish the Manager financial and other corporate information as needed, and otherwise cooperate fully with the Manager in its efforts to carry out its duties and responsibilities under this Agreement.

10.DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall become effective as of [ ], 2024, as may be amended from time to time, and, unless otherwise terminated with respect to the Fund, shall continue in effect thereafter for the initial term of two years, and thereafter from year to year, provided that in each case the continuance is specifically approved within the period required by the 1940 Act either by the Board Members of the Fund or by a vote of a majority of the outstanding voting securities of the Fund and in either event by vote of a majority of the Board Members of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, or the Fund cast in accordance with the requirements of the 1940 Act after taking into effect any exemptive order, no-action assurances, or other relief, rule, or regulation upon which the Fund may rely. This Agreement may, on sixty days written notice, be terminated with respect to the Fund at any time without the payment of any penalty, by the Board Members of the Fund, by vote of a majority of the outstanding voting securities of the Fund, or by the Manager. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 10, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested person,” “assignment,” “voting security” and “majority of the outstanding voting securities”) shall be applied.

11.AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved, if required by the 1940 Act or the rules, regulations, interpretations, or orders issued thereunder, by vote of the holders of a majority of the outstanding voting securities of the Fund and by the vote of a majority of the Fund Board Members who are not interested persons of the Manager, Principal Life Insurance Company, or the Fund cast in accordance with the requirements of the 1940 Act after taking into effect any exemptive order, no-action assurances, or other relief, rule, or regulation upon which the Fund may rely.

12. GOVERNING LAW

This Agreement shall be construed and the provisions interpreted under and in accordance with the laws of the State of Delaware.

13. NO WAIVER

The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions or rights, and no waiver shall be binding unless executed in writing by all parties hereto.

14. SEVERABILITY

If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

15. HEADINGS

The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

16. COUNTERPARTS

This Agreement may be executed in one or more counterparts (including by facsimile or pdf transmission), each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.

17. NOTICES

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, by electronic mail, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, both written and oral, between the parties with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.


			PRINCIPAL PRIVATE CREDIT FUND I


			By:			/s/ Adam U. Shaikh
						Adam U. Shaikh, Vice President, Assistant General Counsel, and Assistant Secretary

			By:			/s/ John L. Sullivan
						John L. Sullivan, Counsel and Assistant Secretary


			PRINCIPAL GLOBAL INVESTORS, LLC


			By:			/s/ Adam U. Shaikh
						Adam U. Shaikh, Associate General Counsel


			By:			/s/ John L. Sullivan
						John L. Sullivan, Assistant General Counsel

SCHEDULE 1

MANAGEMENT AGREEMENT


Management Fee as a Percentage of the Fund’s Average Daily Net Assets
1.25%

SCHEDULE 2

MANAGEMENT AGREEMENT

Incentive Fee Calculation Examples

If the Hurdle Rate is set at 6.00% on an annualized basis for a given quarter, the calculation of the Incentive Fee for each calendar quarter is as follows:

•No Incentive Fee is payable to the Manager if the Fund’s Pre-Incentive Fee Net Investment Income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, does not exceed the quarterly Hurdle Rate;

•100% of the portion of the Fund’s Pre-Incentive Fee Net Investment Income that exceeds the Hurdle Rate but is less than or equal to 1.765% (the “catch-up”) is payable to the Manager if the Fund’s Pre-Incentive Fee Net Investment Income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds the hurdle rate but is less than or equal to 1.765% (7.06% annualized). The “catch-up” provision is intended to provide the Manager with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s Pre-Incentive Fee Net Investment Income reaches 1.765% of net assets; and

•15% of the portion of the Fund’s Pre-Incentive Fee Net Investment Income that exceeds the “catch-up” is payable to the Manager if the Fund’s Pre-Incentive Fee Net Investment Income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds 1.765% (7.06% annualized). As a result, once the Hurdle Rate is reached and the catch-up is achieved, 15% of all the Fund’s Pre-Incentive Fee Net Investment Income thereafter is allocated to the Manager.

If the Hurdle Rate is set at 8.00% on an annualized basis for a given quarter, the calculation of the Incentive Fee for each calendar quarter is as follows:

•100% of the portion of the Fund’s Pre-Incentive Fee Net Investment Income that exceeds the Hurdle Rate but is less than or equal to 2.353% (the “catch-up”) is payable to the Manager if the Fund’s Pre-Incentive Fee Net Investment Income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds the hurdle rate but is less than or equal to 2.353% (9.405% annualized). The “catch-up” provision is intended to provide the Manager with an incentive fee of 15% on all of the Fund’s Pre-Incentive Fee Net Investment Income when the Fund’s Pre-Incentive Fee Net Investment Income reaches 2.353% of net assets; and

•15% of the portion of the Fund’s Pre-Incentive Fee Net Investment Income that exceeds the “catch-up” is payable to the Manager if the Fund’s Pre-Incentive Fee Net Investment Income, expressed as a percentage of the Fund’s net assets in respect of the relevant calendar quarter, exceeds 2.353% (9.405% annualized). As a result, once the Hurdle Rate is reached and the catch-up is achieved, 15% of all the Fund’s Pre-Incentive Fee Net Investment Income thereafter is allocated to the Manager.

PRINCIPAL PRIVATE CREDIT FUND I

DISTRIBUTION AGREEMENT

Agreement effective as of April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (referred to herein as the "Fund") and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (referred to herein as the "Distributor").

W I T N E S S E T H:

WHEREAS, The Fund and the Distributor wish to enter into an agreement setting forth the terms upon which the Distributor will act as underwriter and distributor of each class of the Fund’s shares (the “Fund Shares”); and

WHEREAS, The Fund and the Distributor have adopted procedures to implement an Anti-Money Laundering Program reasonably designed to prevent the Fund Shares of the Fund from being used to launder money or to support terrorist activities; and

WHEREAS, The Fund wants to appoint the Distributor as its agent to assure the Fund's Anti-Money Laundering Program procedures are implemented and the program is operated in accordance with those procedures, and the Distributor is willing to accept this responsibility;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Fund hereby appoints the Distributor to act as principal underwriter (as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940 (as amended)(the “1940 Act”)) of the Fund Shares, and the Distributor agrees to act and perform the duties and functions of underwriter in the manner and subject to the conditions hereinafter set forth.

1.SOLICITATION OF ORDERS

In consideration of the rights granted herein to the Distributor, Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for Fund Shares. This shall not prevent the Distributor from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The Distributor shall have the right to enter into sales agreements with dealers of its choice for the sale of Fund Shares to eligible purchasers as described in the Fund’s current Prospectus and/or Statement of Additional Information at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that a Fund officer shall approve the form of the sales agreement and the dealer discounts set forth therein and shall evidence such approval by filing the standard version of said form of sales agreement, and any standard amendments and updates thereto, as an exhibit to its currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"). With respect to negotiations between the Distributor and dealers and other financial institutions, an officer of the Distributor shall approve such changes as are deemed necessary or appropriate from time to time to be able to enter into materially similar agreements with financial institutions including, without limitation, large financial institutions that require use of their own forms.

2.SERVICE AGREEMENTS

The Distributor shall have the right to enter into Service Agreements with selling dealers and banks or other financial institutions to provide distribution and shareholder services to each of the Fund’s share classes, including without limitation, services such as furnishing information as to the status of shareholder accounts, responding to telephone and written inquiries of shareholders, and assisting shareholders with tax information, provided that a Fund officer shall approve the standard version of said form of Service Agreement. With respect to negotiations between the Distributor and selling dealers, banks, or other financial institutions, an officer of the Distributor shall approve such changes as are deemed necessary or appropriate from time to time to be able to enter into materially similar agreements with financial institutions including, without limitation, large financial institutions that require use of their own forms.

3.SALE AND REPURCHASE OF SHARES

The Distributor is authorized to sell as agent on behalf of the Fund authorized Fund Shares of the Fund by accepting unconditional orders placed with the Distributor by investors in states wherever sales may lawfully be made during the term of this Agreement and subject to the registration requirements of the 1933 Act.

In addition, the Distributor is authorized to effectuate repurchases of Fund Shares, upon the terms and conditions set forth in the Fund’s current Prospectus and/or Statement of Additional Information and applicable repurchase offer or as the Fund acting through the Fund’s Board may otherwise direct. The Fund is subject to certain fundamental policies to operate as an “interval fund” pursuant to Rule 23c-3 under the 1940 Act. The Distributor will act as agent for the Fund and take such actions and steps as are reasonably necessary to help ensure that the Fund makes and conducts periodic repurchase offers in accordance with Rule 23c-3 and related Fund policies.

4.PUBLIC OFFERING PRICE

Except as otherwise noted in the Fund’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by the Distributor or the Fund will be sold at the public offering price. The public offering price for all accepted orders will be the net asset value per share, as determined in the manner described in the Fund’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Fund’s current Prospectus and/or Statement of Additional Information, subject to any waivers or reductions in the sales charge that may be described therein. The Fund shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, the Distributor shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the 1940 Act to pay a portion of the sales charge to its agents, employees and registered representatives and to dealers who have sold Fund Shares. The Distributor shall receive a commission equal to the difference between the basic retail price and the “net asset value” of the Fund’s shares sold through the Distributor subject to a sales charge at the basic retail price. If any such commission is received by the Fund, it will pay such commission to the Distributor. If a fee in connection with shareholder redemptions and/or repurchases is in effect, the Fund shall collect the fee on behalf of Distributor and, unless otherwise agreed upon by the Fund and Distributor, the Distributor shall be entitled to receive all of such fees. The Distributor may pay its agents and employees such compensation, allow to dealers such concessions, and allow (and authorize dealers to re-allow) such discounts to purchasers, as the Distributor may determine from time to time. The Distributor may also purchase as principal Fund Shares at “net asset value” and sell such shares at the public offering price.

5.AUTHORIZED REPRESENTATIONS

The Distributor is not authorized by the Fund to give any information or to make any representations other than those contained in the appropriate registration statement or Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for the Distributor’s use. This shall not be construed to prevent the Distributor from preparing and distributing sales literature or other material as it may deem appropriate.

6.DELIVERY OF PAYMENTS AND ISSUANCE OF SHARES

The Distributor will deliver to the Fund all payments made pursuant to orders accepted by the Distributor upon receipt thereof by the Distributor in its principal place of business.

After payment the Fund will issue shares of the applicable class of Fund Shares by crediting the appropriate number of shares to a shareholder account in such names and such manner as specified in the application or order relating to such shares.

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7.SALE OF SHARES TO INVESTORS BY THE FUND

Any right granted to the Distributor to accept orders for shares or make sales on behalf of the Fund will not apply to Fund Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, purchase or otherwise, of all or substantially all the assets of any investment company or substantially all the outstanding shares of any such company. Also, any such right shall not apply to Fund Shares issued, sold or transferred, whether Treasury or newly issued shares, that may be offered by the Fund to investors on applications received and accepted by the Fund or to its shareholders, as dividends or splits for not less than "net asset value".

8.AGREEMENTS WITH DEALERS OR OTHERS

In making agreements with any dealers or others, the Distributor shall act only in its own behalf and in no sense as agent for the Fund and shall be agent for the Fund only in respect of sales and repurchases of Fund shares.

9.COPIES OF CORPORATE DOCUMENTS

The Fund will furnish the Distributor promptly with properly certified or authenticated copies of any registration statements filed by it with the Securities and Exchange Commission under the 1933 Act or the 1940 Act, together with any financial statements and exhibits included therein and all amendments or supplements thereto hereafter filed. Also, the Fund shall furnish the Distributor, at the Distributor’s expense, with a reasonable number of printed copies of each semi-annual and annual report (quarterly if made) of the Fund as the Distributor may request, and shall cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Fund Shares and in the performance by the Distributor of all of its duties under this Agreement.

10.RESPONSIBILITY FOR CONTINUED REGISTRATION INCLUDING INCREASE IN SHARES

The Fund will assume the continued responsibility for meeting the requirements of registration under the 1933 Act, under the 1940 Act, and under the securities laws of the various states where the Distributor is registered as a broker-dealer. The Fund, subject to any necessary approval of its shareholders, will increase the number of authorized shares from time to time as may be necessary to provide the Distributor with such number of shares as the Distributor may reasonably be expected to sell.

11.SUSPENSION OF SALES

If and whenever the determination of asset value of the Fund is suspended pursuant to applicable law, and such suspension has become effective, until such suspension is terminated no further applications for Fund Shares shall be accepted. In addition, the Fund reserves the right to suspend sales and the Distributor's authority to accept orders for shares on behalf of the Fund, if in the judgment of the majority of its Board, or of its Executive Committee if such Committee exists, it is in the best interest of the Fund to do so, suspension to continue for such period as may be determined by such majority; and in that event, no Fund Shares will be sold by the Fund or by the Distributor on behalf of the Fund while such suspension remains in effect except for shares necessary to cover unconditional orders accepted by the Distributor before the Distributor had knowledge of the suspension.

12.RESPONSIBILITY FOR IMPLEMENTING THE FUND'S ANTI-MONEY LAUNDERING PROGRAM

The Fund hereby appoints the Distributor to act as its agent to assure the Fund's Anti-Money Laundering Program procedures applicable to Fund Shares are implemented and the Distributor accepts this appointment. The Distributor will assure such procedures are implemented and that the program operates in accordance with those procedures and will provide such reports and information as the Fund may request from time to time to facilitate the Fund's oversight of such program. The Distributor will also make information and records relating to the Fund's Anti-Money Laundering Program available to federal regulators as required by law and will permit such regulators to examine and inspect the Distributor for purposes of the program. The Distributor will perform the specific requirements of the Fund’s Customer Identification Program and will annually certify it has implemented the Fund’s anti-money laundering program.

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13.EXPENSES

The Fund will pay (or will enter into arrangements providing for the payment of) all fees and expenses: (1) in connection with the preparation and filing of any registration statement or amendments thereto as required under the 1940 Act; (2) in connection with the preparation and filing of any registration statement and prospectus or amendments thereto under the 1933 Act covering the issue and sale of the Fund Shares; and (3) in connection with the registration of the Fund and qualification of shares for sale in the various states and other jurisdictions. The Fund will also pay (or will enter into arrangements providing for the payment of) the cost of (i) preparation and distribution to shareholders of prospectuses, reports, tax information, notices, proxy statements and proxies; (ii) preparation and distribution of dividend and capital gain payments to shareholders; (iii) issuance, transfer, registry and maintenance of open account charges; (iv) delivery, remittance, redemption and repurchase charges; and (v) communication with shareholders concerning these items. The Fund will pay taxes including, in the case of repurchased shares, any initial transfer taxes unpaid.

The Distributor shall assume responsibility for (or will enter into arrangements providing for the payment of) the expense of printing prospectuses used for the solicitation of new accounts of the Fund. The Distributor will pay (or will enter into arrangements providing for the payment of) the expenses of other sales literature for the Fund, will pay all fees and expenses in connection with the Distributor's qualification as a dealer under the Securities Exchange Act of 1934, as amended, and in the various states, and all other expenses in connection with the sale and offering for sale of Fund Shares that have not been herein specifically allocated to or assumed by the Fund.

As provided in the Distribution and Service Plan adopted by the Fund, it is recognized by the Fund that Principal Global Investors, LLC (the “Manager”) may make payment to the Distributor with respect to any expenses incurred in the distribution of Fund Shares, such payments payable from the past profits or other resources of the Manager including management fees paid to it by the Fund.

14.CONFORMITY WITH LAW

The Distributor agrees that in selling Fund Shares, it will duly conform in all respects with the laws of the United States and any state or other jurisdiction in which such shares may be offered for sale pursuant to this Agreement.

15.MEMBERSHIP IN THE FINANCIAL INDUSTRY REGULATORY AUTHORITY

The Fund recognizes that the Distributor is now a member of the Financial Industry Regulatory Authority, and in the conduct of its duties under this Agreement the Distributor is subject to the various rules, orders, and regulations of such organization. The right to determine whether such membership should or should not continue, or to join other organizations, is reserved by the Distributor.

16.OTHER INTERESTS

It is understood that directors, trustees, board members, officers, agents and shareholders of the Fund are or may be interested in the Distributor as directors, officers, shareholders, or otherwise; that directors, officers, agents, and shareholders of the Distributor are or may be interested in the Fund as directors, trustees, board members, officers, shareholders or otherwise; that the Distributor may be interested in the Fund as a shareholder or otherwise; and that the existence of any dual interest shall not affect the validity hereof or of any transaction hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Fund, the Articles of Incorporation of the Distributor, or by specific provision of applicable law.

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17.INDEMNIFICATION

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

The Distributor agrees to indemnify, defend and hold the Fund, its officers, directors, trustees, board members, and any person who controls the Fund, if any, within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands liabilities and any counsel fees incurred in connection therewith) which the Fund, its directors, trustees, board members, or officers or any such controlling person may incur under the 1933 Act or under common law or otherwise; but only to the extent that such liability or expense incurred by the Fund, its directors, trustees, board members, or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to the Fund for use in the Fund's registration statement, Prospectus or Statement of Additional Information or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the registration statement, Prospectus or Statement of Additional Information or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the registration statement or Prospectus or necessary to make such information not misleading. The Distributor's agreement to indemnify the Fund, its directors, trustees, board members, and officers, and any such controlling person as aforesaid is expressly conditioned upon the Distributor being promptly notified of any action brought against the Fund, its officers, directors, trustees, board members, or any such controlling person.

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18.DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall become effective as of the execution date specified on page 1 of this Agreement and will remain in effect for more than one year thereafter only so long as such continuance is specifically approved, at least annually, either by the Board of the Fund or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuation shall be approved by the vote of a majority of the directors, trustees, or board members who are not interested persons of the Distributor, Principal Life Insurance Company, or the Fund cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated on 60 days written notice at any time, without payment of any penalty, by the Fund or by the Distributor. This Agreement shall terminate automatically in the event of its assignment.

In interpreting the provisions of this paragraph 18, the definitions contained in Section 2(a) of the 1940 Act and the rules thereunder (particularly the definitions of "interested person", "assignment" and "voting security") shall be applied.

19.AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. If the Fund should at any time deem it necessary or advisable in the best interests of the Fund that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the Securities and Exchange Commission or other governmental authority or to obtain any advantage under state or federal tax laws and should notify the Distributor of the form of such amendment, and the reasons therefore, and if the Distributor should decline to assent to such amendment, the Fund may terminate this Agreement forthwith. If the Distributor should at any time request that a change be made in the Fund's Agreement and Declaration of Trust or By-laws, or in its method of doing business, in order to comply with any requirements of federal law or regulations of the Securities and Exchange Commission or of a national securities association of which the Distributor is or may be a member, relating to the sale of Fund Shares, and the Fund should not make such necessary change within a reasonable time, the Distributor may terminate this Agreement forthwith.

20.ADDRESS FOR PURPOSES OF NOTICE

Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the Fund and that of the Distributor for this purpose shall be The Principal Financial Group, 711 High Street, Des Moines, Iowa 50392.

[SIGNATURE PAGE ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.


			PRINCIPAL PRIVATE CREDIT FUND I


			By:			/s/ Adam U. Shaikh
						Adam U. Shaikh, Vice President, Assistant General Counsel, and Assistant Secretary

			By:			/s/ John L. Sullivan
						John L. Sullivan, Counsel and Assistant Secretary


			PRINCIPAL FUNDS DISTRIBUTOR, INC.


			By:			/s/ Jill R. Brown
						Jill R. Brown, President

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PRINCIPAL FUNDS DISTRIBUTOR, INC.

INTERVAL FUND SELLING AGREEMENT

This Selling Agreement (the “Agreement”) is made and entered into as of this ____ day of _______________, 2024, between Principal Funds Distributor, Inc. (“Principal”), a Washington corporation having a place of business at 711 High Street, Des Moines, IA 50392 and the undersigned counterparty (“Counterparty”).

Whereas, Principal acts as distributor for each investment company listed in Schedule A of this Agreement (each a “Fund” and jointly the “Funds”), each of which is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and offers shares or units of beneficial interest for which Principal has been, or shall have been, designated as principal underwriter;

Whereas, each Fund has entered into one or more distribution agreements with Principal (the "Distribution Agreement") for the distribution by Principal of those shares of the Funds (the “Shares”). To the extent provided in the Prospectus (based on the Funds’ reliance on an exemptive order from the Securities and Exchange Commission (“SEC”)), certain classes of Shares may also be subject to a distribution plan (“Distribution Plan”) adopted pursuant to Rule 12b-1 under the 1940 Act;

Whereas, Counterparty desires to agree with Principal to sell the Shares, as the same may from time to time be amended by Principal by written notice to Counterparty, to certain clients of Counterparty (“Clients”);

Whereas, Principal and Counterparty desire to provide for the payment of sales loads, commissions, distribution fees and/or shareholder service fees to Counterparty with respect to sales of Shares and related shareholder services, in accordance with the applicable Prospectus (defined below) and this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is hereby agreed by and between the parties hereto as follows:

1.Definition of Terms. As used herein, the term "Prospectus" means the then current prospectus and, unless the context otherwise requires, related statement of additional information (“SAI”), as the same are amended and supplemented from time to time, of each of the respective Funds and each of the respective classes of Shares of the respective Funds; the term “Business Day” means any day on which the New York Stock Exchange (“NYSE”) is open; except as otherwise provided in the prospectus, the term “Market Close” means the close of regular trading on the NYSE on a Business Day, which close is generally 4:00 p.m. Eastern time; and the term “principal underwriter” has the definition provided in the 1940 Act.

2.Counterparty shall sell Shares that are now or hereafter available for sale to Clients, and Counterparty will be responsible for proper instruction and training of sales personnel employed by Counterparty. Counterparty understands and agrees that the Shares can only be sold to eligible purchasers as indicated in the Prospectus. Counterparty shall be responsible for opening, approving and monitoring accounts for its Clients that purchase Shares and for the review and supervision of these accounts, all in accordance with the rules of the SEC and the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) to the extent applicable to each account. This Agreement does not grant Counterparty any right to purchase Shares from the Fund (although it does not preclude Counterparty from purchasing any such Shares for which Counterparty is an eligible purchaser), nor does it constitute Counterparty an employee or agent of Principal or any Fund for any purpose.

3.Subject to the terms of the Prospectus, all orders for the purchase of Shares of the Funds shall be executed at the then current public offering price per Share (e.g., the net asset value per Share, plus any applicable sales charge), determined in accordance with the provisions of the Prospectus. Shares have very limited liquidity. Periodic offers to repurchase Shares will be conducted by the Funds, each as an “interval fund” as described in each Fund’s Prospectus, pursuant to Rule 23c-3 under the 1940 Act (“Rule 2c-3”). Subject to the terms of the Prospectus and Rule 23c-3, all requests for repurchase of Shares of the Funds shall be executed at the repurchase price (i.e., the net asset value per Share as determined on the repurchase pricing date), determined in accordance with the provisions of the Prospectus. All requests for repurchase of Shares must be submitted in proper form (as defined in section 7), and in a timely manner pursuant to the terms of the Prospectus. No “as of” trades will be accepted for repurchases. The proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 for repurchase offers, or any deferred sales charge, or any similar fee or charge as set forth in the Prospectus or the applicable repurchase offer notice. The minimum initial purchase order shall be as set forth in the appropriate Prospectus. Unless otherwise mutually agreed in writing between Principal and Counterparty, each transaction for Shares shall be promptly confirmed in writing by the transfer agent to the registered holder of the Shares. To the extent Counterparty receives a copy of confirmations of transactions, Counterparty agrees that upon receipt of such confirmations, Counterparty shall examine the same and promptly notify the transfer agent of any errors or discrepancies that Counterparty discovers. Counterparty shall promptly bring to the attention of the transfer agent any errors in such confirmations claimed by any Clients.

4.The Funds and Principal have each reserved the right to refuse at any time or times to sell any of the Shares for any reason, and the Funds and Principal have each reserved the right to refuse at any time to accept an order for purchase of Shares for any reason. Counterparty agrees that it has not relied and will not rely on any representations regarding the Funds other than those contained in the Prospectus of the relevant Fund. Counterparty agrees that Counterparty shall not offer or sell any Shares, except in compliance with the Prospectus, the Conduct Rules of FINRA, AML Laws and Regulations (as defined in Section 23), and all applicable federal and state laws and the rules and regulations of applicable regulatory agencies or authorities including, but not limited to, in the case of offers made to or through employee benefit plans (“Plans”), any written directives of the sponsor of such Plan, and in the case of an account intended to qualify under Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”), any written directives of the owner or beneficiary of such account, and in the case of an account intended to qualify under Section 530 of the Code or Section 220 of the Code, the individual designated in the agreement as responsible for investment decisions. In connection with offers to sell, and sales of, Shares, Counterparty agrees to timely deliver or cause to be delivered to each Client or beneficial owner, to the extent required, to whom any offer or sale is made, at or prior to the time of such offer or sale, a copy of the relevant Prospectus, and upon request, the relevant SAI, all in compliance with applicable laws and regulations.

Unless otherwise mutually agreed in writing between Principal and Counterparty, Principal shall deliver or cause to be delivered to each Client that purchases Shares through Counterparty and is a registered holder of Shares in the records of the Funds, copies of all annual and interim reports, proxy solicitation materials and any such other information and materials relating to the relevant Fund or class of Shares thereof and prepared by or on behalf of Principal, a Fund, its investment adviser, investment sub-adviser, custodian, transfer agent or dividend disbursing agent for the purpose of distribution to such Client. Principal agrees to supply Counterparty with copies of the Prospectus, annual reports, interim reports, proxy solicitation materials and any such other information and materials relating to each Fund and each class of Shares in reasonable quantities upon request. Counterparty acknowledges that any materials or information that Principal furnishes to Counterparty, other than Prospectuses, annual and interim reports to shareholders and proxy solicitation materials prepared by the Fund, are the sole responsibility of Principal and not the responsibility of the Fund.

Counterparty further agrees to obtain for each Client (including each Plan participant) to whom Counterparty sells Shares any taxpayer identification number certification required under Section 3406 of the Code or any successor provision, and the regulations thereunder, and to implement any required backup withholding in accordance with Section 3406 of the Code or any successor provision and the regulations thereunder. Counterparty is responsible for Counterparty’s compliance with all applicable tax laws, rules and regulations governing Counterparty’s performance under the Agreement.

5.Counterparty shall not make any representation concerning any Shares or class of Shares other than those contained in the relevant Prospectus or in any promotional materials or sales literature furnished to Counterparty by Principal. Counterparty shall not furnish, or cause to be furnished, to any person, or display or publish, or cause to be displayed or published, any information or materials relating to Principal, an affiliated adviser of Principal, any Fund or class of Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, correspondence or other similar materials), except such information and materials as may be furnished to Counterparty by Principal and such other information and materials as may be approved in writing by Principal prior to use by Counterparty. Rather than requiring Counterparty to submit all such information and materials to Principal for review, Counterparty will submit to Principal for review samples of the kinds of information and materials, and the consent by Principal need only be obtained once with respect to future use of such information and materials if future versions are not materially changed in terms of how information and materials about Principal, its affiliate, any Fund or class of Shares are presented. And provided that Counterparty will not use such information or materials without then current performance information to the extent such updating would be necessary. Counterparty acknowledges that Clients choosing between classes should carefully consider the fee structures of the classes in order to determine the most appropriate investment class. Counterparty is solely responsible for determining whether a Fund, and which Share class of that Fund, is suitable for Counterparty’s Client and whether any recommendation complies with Regulation Best Interest under the Securities Exchange Act of 1934, as amended (the “1934 Act”).

6.Each exchange of Shares (the investment of the proceeds from the repurchase of Shares of one class of a Fund into the Shares of another class of the same Fund) shall, where available, be made in accordance with, and subject to, the terms of the Prospectus, including the right of a Fund to suspend sales.

7.The procedures relating to purchase orders and the handling thereof will be subject to the terms of the Prospectus and to instructions received by Counterparty from Principal or the Funds’ transfer agent from time to time. No conditional orders will be accepted. Except as may otherwise be agreed in writing by Counterparty and Principal, all purchase orders will be processed as disclosed in the Prospectus (e.g., on the Business Day they are received in proper form by the transfer agent, except that purchase orders received by the transfer agent after Market Close on each Business Day will be processed on the following Business Day). Receipt of orders in “proper form” means received in “good order” according to industry standards as reasonably determined by Principal. Counterparty agrees that purchase orders placed by Counterparty will be made only for the purpose of covering purchase orders already received from Clients. In the event that Counterparty makes purchases of Shares on behalf of a third-party securities dealer or broker (“Third-Party Selling Agent”), Counterparty agrees that it shall be responsible for any and all acts or omissions of the Third-Party Selling Agent, including without limitation any obligation with respect to determining the suitability of transactions for the Client and compliance with Regulation Best Interest under the 1934 Act, as if such acts or omissions were its own. Counterparty shall place purchase orders from Clients with the transfer agent immediately and shall not withhold the placement of such orders so as to profit Counterparty; provided, however, that the foregoing shall not prevent the purchase of Shares by Counterparty for bona fide investment by Counterparty itself, and provided further that any Shares purchased for Counterparty’s bona fide investment will not be resold except through repurchase by the Funds. Counterparty agrees that it shall not effect any transactions (including, without limitation, any purchases or tender of shares for repurchase) in any Shares registered in the name of, or beneficially owned by, any Client unless such Client has granted Counterparty full right, power and authority to effect such transactions on behalf of such Client.

8.1Except to the extent caused by Principal’s negligence or willful misconduct, Counterparty will indemnify and hold harmless Principal, the Funds and all of their affiliates, and their officers, directors, employees, agents, and assignees against all losses, claims, demands, liabilities, and expenses, including reasonable legal and other expenses incurred in defending such claims or liabilities, whether or not resulting in any liability to any of them, or which they or any of them may incur, including but not limited to alleged violations of the Securities Act of 1933, as amended and/or the 1934 Act (“Losses”), arising out of or in connection with: (i) Counterparty’s offer or sale of any securities pursuant to this Agreement; or (ii) Counterparty’s breach of any representations, warranties, terms or conditions of this Agreement, other than any Losses arising from any untrue statement or alleged untrue statement of material fact contained in a Prospectus or in any application filed with any state regulatory agency in order to register or qualify under the securities laws thereof (the “Blue Sky Applications”), or which shall arise out of or be based upon any omission or alleged omission to state therein a material fact required to be stated in the Prospectus or any of the Blue Sky Applications or which is necessary to make the statements or a part thereof not misleading.

8.2Except to the extent caused by Counterparty’s negligence or willful misconduct, Principal will indemnify, defend and hold harmless Counterparty and all of its affiliates, and their officers, directors, employees, agents, and assignees against all Losses, arising out of or in connection with: (i) Principal’s breach of any representations, warranties, terms or conditions of this Agreement; or (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus, or in any Blue Sky Application, or which shall arise out of or be based upon any omission or alleged omission to state therein a material fact required to be stated in the Prospectus or any of the Blue Sky Applications or which is necessary to make the statements or a part thereof not misleading.

8.3In any event, no party shall be liable for any special, consequential or incidental damages.

8.4The indemnification obligations contained in this Section 8 shall survive the termination of this Agreement.

9.1Counterparty agrees that payment for orders from Counterparty for the purchase of Shares will be made in accordance with the terms of this Agreement and the Prospectus.

9.2On or before the settlement date of each purchase order of Shares, Counterparty shall either (i) remit to an account designated by Principal with the transfer agent an amount equal to the then current public offering price of such Shares being purchased, less any dealer allowance, if any, that shall be payable by Principal to Counterparty with respect to such purchase order as determined by Principal in accordance with the terms of the Prospectus; or (ii) remit to an account designated by Principal with the transfer agent an amount equal to the then-current public offering price of such Shares as determined by Principal in accordance with the terms of the applicable Prospectus, in which case the dealer allowance, if any, with respect to such purchase order, as determined by Principal in accordance with the terms of the Prospectus, shall be payable to Counterparty within one month of Counterparty’s remittance. Subject to Rule 23c-3, Principal and the Funds reserve the right to change any sales charge, dealer allowance and/or service fee by supplementing or otherwise revising the Prospectus or SAI, as applicable.

9.3In addition to the fees set forth above in this Section 9, Principal agrees, subject to the other terms and conditions of the Prospectus, this Agreement and any attached schedule, to pay Counterparty a service fee, and Counterparty agrees to accept the same as full payment for the services undertaken by it as described in this Agreement, as set forth in the Prospectus or SAI. Counterparty acknowledges that such fee will be paid solely from monies received by Principal under the Distribution Agreement entered into pursuant to the respective Distribution Plan; accordingly, any obligation of Principal to pay Counterparty any service fee shall not arise unless and until Principal receives from the relevant Fund monies intended to be used by Principal for such purpose and in amounts sufficient for such purpose. Under the Distribution Plans, each Fund is authorized to make expenditures of Fund assets for various distribution and support services. Counterparty understands and agrees that (i) all service fees are subject to the limitations contained in the Distribution Agreement and the respective Distribution Plans, which may be amended or terminated at any time, and (ii) Counterparty’s failure to provide services as agreed in this Agreement will render Counterparty ineligible to receive service fees.

9.4Any sales charge applicable to any sale of Shares by Counterparty and any dealer discount applicable to any order from Counterparty for the purchase of Shares accepted by Principal or transfer agent shall be that percentage of the applicable public offering price determined as set forth in the Funds' then current Prospectus and/or SAI. The rates of any sales charge and/or dealer discount for Shares are subject to change by Principal, and any orders placed after the effective date of such change will be subject to the rate(s) in effect at the time of receipt of the purchase payment by Principal.

9.5In determining the amount of any dealer allowance or sales commission payable to Counterparty hereunder, Principal reserves the right to exclude any sales which Principal reasonably determines are not made in accordance with the terms of the applicable Prospectus and the provisions of this Agreement. Counterparty shall be solely responsible for identifying to Principal or transfer agent any orders which are or may be eligible for reductions in or eliminations of sales charges in accordance with the Prospectus. Unless, at the time of transmitting an order, Counterparty advises the transfer agent to the contrary in writing, such transmission will be deemed a representation by Counterparty that the Shares ordered will be the total holdings of the Client for whom the order is transmitted. In each case where a sales charge reduction or elimination is applicable, Counterparty agrees to furnish to the transfer agent sufficient information to permit confirmation of qualification for the sales charge reduction or elimination, and acceptance of the order is subject to such confirmation. Sales charge reductions or eliminations may be modified or terminated at any time at the sole discretion of each Fund.

9.6Termination or cancellation of this Agreement shall not relieve Counterparty from the requirements of this Section 9.

10.

10.1Counterparty agrees to provide distribution assistance and administrative support services in connection with the purchase, exchange and tender of Shares for repurchase by Clients including, but not limited to, distributing sales literature, answering routine telephone or written Client inquiries regarding the Funds, assisting in the establishment and maintenance of accounts in the Funds and in the processing of purchases, exchanges and tenders of Shares for repurchase, making the Funds' investment plans and dividend options available, and assisting the shareholders with tax information. Counterparty shall also provide such other information and services in connection with the Shares as may be reasonably requested from time to time. Counterparty shall assess the suitability of transactions for the Client.

10.2For omnibus accounts, Counterparty shall maintain all historical Client records consistent with the requirements of all applicable laws, rules and regulations. Upon request of Principal or transfer agent, Counterparty shall provide copies of written communications regarding the Funds to or from such Clients in omnibus accounts. Counterparty shall upon request make available to Principal or transfer agent such records or communications as may be necessary to determine the number of Clients in each Counterparty omnibus account.

10.3For omnibus accounts, a Fund shall recognize Counterparty, or a custodian, as a single shareholder and unallocated account in the Fund and the Fund will not maintain separate accounts for Clients in such omnibus accounts. Neither the Funds, nor transfer agent, nor Principal shall be responsible for providing recordkeeping or administrative services to Clients in omnibus accounts. The official records of transactions of Counterparty’s omnibus accounts and the number of shares in such accounts shall be determined by transfer agent. Counterparty shall bear responsibility for any discrepancies between its omnibus accounts and the Client accounts and for the maintenance of all records regarding the Clients, the Client’s transactions, and the Clients’ interest in the omnibus accounts.

10.4For omnibus accounts, Counterparty assumes sole responsibility for reconciliation of Client accounts with its omnibus account at transfer agent. Principal will have transfer agent assist Counterparty with such reconciliation where necessary.

11.Counterparty hereby represents and warrants that: (i) Counterparty is a corporation, partnership or other business entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized; (ii) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and all other authorizations and approvals (if any) required for Counterparty’s lawful execution and delivery of this Agreement and Counterparty’s performance hereunder have been obtained; (iii) upon execution and delivery by Counterparty, and assuming due and valid execution and delivery by Principal, this Agreement will constitute a valid and binding agreement, enforceable against Counterparty in accordance with its terms; (iv) any and all fees provided for in this Agreement will be promptly disclosed by Counterparty to its Clients including, if applicable, to any Plans; and (v) the receipt of the fees described in this Agreement by Counterparty will not be a non-exempt “prohibited transaction” as such term is defined in Section 406 of ERISA and Section 4975 of the Code. Principal is not and does not hold itself out to be a Plan fiduciary, or a fiduciary to any of the other Clients, and Counterparty agrees not to use Principal’s name or any of the information it provides in a manner to suggest otherwise.

12.Counterparty further represents and warrants that: (i) Counterparty is a member of FINRA or is exempt from registration as a broker-dealer under the 1934 Act, and (ii) Counterparty is duly registered under all applicable state securities laws, rules and regulations or is exempt from such registration. Counterparty agrees to give written notice to Principal if it shall cease to be registered or exempt from registration as a broker-dealer under the 1934 Act. With respect to all sales of Shares, Counterparty agrees to abide by the FINRA rules, including without limitation the Conduct Rules of FINRA, as amended from time to time. Counterparty and Principal agree to comply with all applicable federal and state laws, rules and regulations. Counterparty is not a foreign dealer. Counterparty further agrees that it will not sell, offer for sale or solicit offers to purchase Shares of Funds in any jurisdiction where such Shares have not been qualified for sale. Principal agrees to inform Counterparty, from time to time and upon request, as to the jurisdictions in which Principal believes the Shares have been registered or qualified for sale under, or are exempt from the requirements of, the respective securities laws of such jurisdictions. Principal shall have no obligation or responsibility to make Shares available for sale to Clients in any jurisdiction. Counterparty agrees to notify Principal immediately in the event of Counterparty’s expulsion or suspension from FINRA. Counterparty’s expulsion from FINRA will automatically terminate this Agreement immediately without notice by Principal. Counterparty’s suspension from FINRA will terminate this Agreement effective immediately upon written notice of termination to Counterparty by Principal. Counterparty represents that it is currently a member of the Securities Investor Protection Corporation (“SIPC”) and, while this Agreement is in effect, will continue to be a member of SIPC. Counterparty agrees to notify Principal immediately if its SIPC membership status changes.

13.

13.1“Confidential Information” of any party shall mean such party’s ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) in respect of which such party has a duty of confidentiality, “nonpublic personal information” of such party’s “customers” (each, for purposes of this Section 13, as defined in Rule 3 of Regulation S-P), as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information of the other party, whether or not marked “Confidential Information.” Confidential Information of a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Except as otherwise permitted by law, each party agrees not to use or disclose to any affiliate or third party, either orally or in writing, any Confidential Information for any purpose other than the purpose for which the Confidential Information was provided to that party. Without limiting any of the foregoing, each party agrees to take all precautions that are reasonably necessary to protect the security of the Confidential Information. Each party agrees to restrict access to the Confidential Information to its employees who need to know that information to perform that respective party’s duties under this agreement. Each party agrees, upon the other party’s request, either to return to the requesting party or destroy all tangible items containing any Confidential Information it received or learned from the requesting party, including all copies, abstractions and compilations thereof and to destroy, delete or otherwise render unreadable all electronic or computer copies or records of or relating to same, without retaining any copies of the items required to be returned except to the extent that retention of such copies is required by applicable law or regulation; provided, however, that the obligations set forth in this sentence shall not apply to any Confidential Information that is or becomes relevant to an individual’s status as a consumer or customer of the receiving party.

13.2Each party will, upon learning of any unauthorized disclosure or use of the other party’s Confidential Information, notify the other party promptly and cooperate fully with that party to protect such Confidential Information.

13.3The obligations in this Section 13 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, subpoena, by order of any court or government agency (provided that the disclosing party shall give prompt written notice to the non-disclosing party of such subpoena, order or other demand for disclosure and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief), or pursuant to a request from FINRA or other self-regulatory organization or to audits or inquiries from any other state or federal regulatory agency if a party is legally required to provide such agency with access to such records. Information shall not be considered Confidential Information under this Agreement and the restrictions on disclosure under this Section 13 shall not apply to the extent such information (1) is independently developed by the other party without violating the disclosing party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or of any confidentiality agreements entered into before the effective date of this Agreement as evidenced by the written records of such party, or (5) is rightfully received by a party free of any obligation of confidentiality.

13.4The parties agree that they shall abide by the applicable provisions of all applicable privacy laws, rules and regulations, including without limitation SEC Regulation S-P and 201 CMR 17.00 Massachusetts Standards for the Protection of Personal Information. The parties agree that they shall each establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and to ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement or any applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of the Confidential Information. In addition, each party shall use the Confidential Information of the other party solely for the purpose of providing services to Clients investing in one or more Funds. Counterparty may contract with others, at its own expense, for data systems, processing services and other technical or administrative services; provided, however, that each such contract shall include commercially reasonable confidentiality provisions, and such contracting shall not relieve Counterparty of any of its responsibilities or liabilities hereunder. Principal may at any time or times in its discretion appoint (and may at any time remove) other parties including parties with which Principal is affiliated, as its agent to carry out such provisions of the Agreement as Principal may from time to time direct; provided however, that the appointment of any such agent shall not relieve Principal of any of its responsibilities or liabilities hereunder. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations. The provisions of this Section 13 shall survive the termination of this Agreement.

14.To the extent that any duties and responsibilities under the Agreement are delegated to an agent or subcontractor, the party shall take reasonable steps to ensure that such agents and subcontractors adhere to the same requirements. Each party shall have the right, during regular office hours and upon reasonable notice, to audit the records of the other party to ensure compliance with the terms of this Agreement and all applicable privacy laws and regulations.

15.Principal hereby represents and warrants that: (i) it is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized; (ii) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary action and all other authorizations and approvals (if any) required for Principal’s lawful execution and delivery of this Agreement and Principal’s performance hereunder have been obtained; (iii) upon execution and delivery by Principal, and assuming due and valid execution and delivery by Counterparty, this Agreement will constitute a valid and binding agreement, enforceable against Principal in accordance with its terms.

16.Neither this Agreement nor the performance of the services of the respective parties hereunder shall be considered to constitute an exclusive arrangement, or to create a partnership, association or joint venture between Principal and Counterparty. Neither party hereto shall be, act as, or represent itself as, the employee, agent or representative of the other party hereto, nor shall either party hereto have the right or authority to make any representation or assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of, or on behalf of, the other party hereto. Except as specifically stated in this Agreement, this Agreement is not intended to, and shall not, create any rights against either party hereto by any third party (other than the Funds) solely on account of this Agreement. Neither party hereto shall use the name of any other party hereto in any manner without the other party’s prior written consent, except as required by any applicable federal or state law, rule or regulation.

17.Except as otherwise specifically provided herein, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal or overnight delivery, first class mail or email (with confirming copy by delivery or mail as provided herein). Unless otherwise notified in writing, the email address for Principal shall be gmpfdbdsupport@principalfunds.com. Unless otherwise notified in writing, all notices to Principal shall be given or sent to Principal at 711 High Street, Des Moines, IA 50392, Attn: President; and all notices to Counterparty shall be given or sent to Counterparty at Counterparty’s address shown below.

18.This Agreement shall become effective upon written acceptance by Principal and may be terminated at any time by either party hereto upon prior written notice to the other party hereto. To the extent not prohibited by law, this Agreement, including any schedules hereto, may be amended as provided in any written notice delivered by Principal to Counterparty and otherwise may be amended only by a written instrument signed by both of the parties hereto. This Agreement may not be assigned by either party without prior written consent of the other party hereto, provided, however, that a change in control of Principal or assignment by Principal to an affiliate shall not constitute an assignment of this Agreement, and a change in control of Counterparty shall not constitute an assignment of this Agreement provided that Principal receives written notice at least thirty (30) days prior to such change in control. This Agreement, including any schedules hereto, constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, representations and warranties, written or oral, regarding such subject matter between the parties or between Counterparty and a Fund’s principal underwriter. Counterparty agrees that Principal shall have no obligations to Counterparty other than those expressly provided herein. In the event of any conflict between the terms of this Agreement and the Prospectus, the terms of the Prospectus shall control.

19.This Agreement shall apply to the Shares of the classes of Funds listed on Schedule A. Principal may amend Schedule A by written notice to Counterparty.

20.Counterparty agrees to keep and maintain all records required by applicable state and federal laws and regulations related to transactions in Shares on behalf of Clients. Counterparty agrees to provide to Principal and each Fund such information as shall reasonably be requested by Principal or a Fund with respect to the service fees paid to Counterparty under this Agreement. Counterparty will permit representatives of Principal and each Fund reasonable access to its personnel and records to monitor the quality of services being provided by Counterparty pursuant to this Agreement. Counterparty shall promptly deliver to each Fund such information as shall reasonably be necessary to permit the Fund directors of each Fund to make an informed determination to continue the respective Distribution Plans.

21.In the event of any dispute arising out of or relating to this Agreement, the parties agree to attempt in good faith to resolve the dispute first by direct negotiation and then, if that is not successful, by mediation with a neutral third-party mediator acceptable to both parties. Mediation expenses will be shared equally by the parties. Any dispute arising out of or relating to this Agreement which is not settled by agreement of the parties within a reasonable time will be settled exclusively in a binding arbitration. The parties further agree that any contract, agreement or understanding between a party and its affiliates, subsidiaries, agents, delegates and designees shall contain a provision binding the affiliate, subsidiary, agent, delegate or designee to the terms of this Arbitration Provision.

21.1The location of any arbitration proceeding will be in Polk County, Iowa. The arbitration will be governed by the rules and regulations of the Code of Arbitration Procedure adopted by FINRA, except in the event that FINRA is unwilling to accept jurisdiction of the matter, such arbitration will be held in accordance with the rules and regulations of the American Arbitration Association (“AAA”) under the Commercial Arbitration Procedures then in effect. The arbitrators will be selected and the arbitration conducted in accordance with the FINRA or AAA rules, as appropriate, except that the provisions of this Agreement will control over the FINRA or AAA rules. The number of arbitrators will be three (3). To the extent practicable, the arbitrators shall be attorneys or retired attorneys specializing in securities law.

21.2The parties will share equally in the fees and expenses of the arbitrators and the cost of the facilities used for the arbitration hearing, but will otherwise bear their respective costs incurred in connection with the arbitration. Depositions will not be allowed, but information may be exchanged by other means. The parties agree to use their best efforts to ensure that the arbitrators are selected promptly and that the arbitration hearing is conducted no later than 3 months after the arbitrators are selected.

21.3The arbitrators must decide the dispute in accordance with the substantive law which would govern the dispute had it been litigated in court. This requirement does not, however, mean that the award is reviewable by a court for errors of law or fact. Following the arbitration hearing, the arbitrators will issue an award and a separate written decision which summarizes the reasoning behind the award and the legal basis for the award. Any award of the arbitrators will be limited to compensatory damages and will be conclusive and binding on each party. Judgment upon the award may be entered in any federal district court. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, to the exclusion of state laws inconsistent therewith, and judgment upon the award may be entered in any court having jurisdiction.

21.4The dispute resolution procedures set forth above will be the sole and exclusive procedures for the resolution by the parties of any disputes which arise out of or are related to this Agreement, except that a party may seek preliminary or temporary injunctive relief from a court if, in the party’s sole judgment, such action is necessary to avoid irreparable harm or to preserve the status quo. If a party seeks judicial injunctive relief as described in this paragraph, the parties will continue to participate in good faith in the dispute resolution procedures described above. The parties agree that no court which a party petitions to grant the type of preliminary injunctive relief described in this paragraph may award damages or resolve the dispute. Venue for any judicial proceeding for preliminary or temporary injunctive relief will be in Polk County, Iowa, and any objections or defenses based on lack of personal jurisdiction or venue are hereby expressly waived.

22.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Iowa, without giving effect to principles of conflict of laws.

23.

23.1Counterparty hereby represents and certifies to Principal that it is aware of, and in compliance with, all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act, as amended by the Patriot Act, its implementing regulations, and related Securities and Exchange Commission and self-regulatory organization rules and regulations (collectively, the “AML Laws and Regulations”). Counterparty hereby certifies to Principal that, to the extent required by the AML Laws and Regulations, it has a comprehensive compliance program in place to prevent and detect money laundering and terrorist financing that includes: internal policies, procedures and controls for complying with the AML Laws and Regulations; a designated compliance officer or officers; an ongoing training program for appropriate employees; and an independent testing function.

23.2Counterparty also hereby certifies to Principal that, to the extent applicable, it is in compliance with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and has a comprehensive compliance program in place to prevent the Counterparty from engaging in any transaction on its own or on behalf of a fund with any individual, entity, country or territory that is subject to the OFAC sanctions programs.

23.3Counterparty represents that it has adopted a Customer Identification Program that is consistent with the requirements of the AML Laws and Regulations and other applicable laws, rules and regulations, and will verify the identity of customers (including beneficial owners of legal entity customers) who open accounts with Principal through Counterparty and who invest in Shares.

23.4Except to the extent restricted by applicable law, Counterparty hereby agrees to notify Principal in writing at 711 High Street, Des Moines, IA 50392, Attn: Anti-Money Laundering Compliance Officer, or such other address as provided in writing by Principal to Counterparty, promptly whenever questionable activity or potential indications of suspicious activity or OFAC matches are detected with respect to the Funds.

24.Counterparty agrees to provide an annual report on internal controls prepared by an independent auditor on: (1) internal financial controls pursuant to Standards for Attestation Engagements (SSAE) No. 16 (formerly Statement on Auditing Standards No. 70); and (2) internal compliance controls pursuant to a Financial Intermediary Controls and Compliance Assessment.

25.Counterparty and Principal, or an affiliate, are members in good standing of the National Securities Clearing Corporation (“the NSCC”) and have access to the NSCC’s NETWORKING system (“NETWORKING”), NSCC’s Defined Contribution Clearance and Settlement system (“DCC&S”) and/or Fund/SERV system (“Fund/SERV”) (collectively, the “NSCC Systems”). Except as otherwise specified in this Agreement, Principal and Counterparty hereby agree to abide by all terms and conditions set forth in the Investment Company Institute’s Standardized Networking Agreement (“Networking Agreement”). In the event of any conflict between the terms of this Agreement and the terms of the Networking Agreement, the terms of this Agreement shall control.

26.Counterparty hereby undertakes to notify Principal promptly if any of the certifications, representations, and/or warranties under this Agreement cease to be true and correct for any reason.

27.This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. If any provision of this Agreement should be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remaining provisions of this Agreement.

IN WITNESS WHEREOF the parties hereto have caused the Agreement to be duly executed as of the day and year first written above.

Principal Funds Distributor, Inc.

(Counterparty - insert full name)

By:

Name:

Title:

Date:

Address:

Tel.#:

Fax #:

Email:

Date:

SCHEDULE A

Shares and Funds covered under this Agreement

The term “Shares” shall mean the following classes of shares of each Fund listed in this Schedule A:

Principal Private Credit Fund I

Institutional Class

Class A

Class Y

Counterparty understands and agrees that the Shares may only be made available to eligible purchasers, as described in the Prospectus.

CUSTODY AGREEMENT

AGREEMENT, dated as of February 29, 2024, between Principal Private Credit Fund I, LLC, a limited liability company organized and existing under the laws of the State of Delaware having its principal office and place of business at 711 High Street, Des Moines, IA 50392 (the “Fund”), and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (“Custodian”).

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth the Fund and Custodian agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1.“‘40 Act” shall mean the Investment Company Act of 1940, as amended.

2.“Anti-Money Laundering Laws” shall mean all anti-money laundering and counter-terrorist financing laws, rules, regulations, executive orders, and requirements administered by any governmental authority of the U.S. (including the Bank Secrecy Act, the USA PATRIOT Act, and regulations of the U.S. Treasury Department which implement such acts) or any other applicable domestic or foreign authority over the Fund.

3.“Authorized Person” shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund to give Instructions with respect to one or more Accounts (such persons to be designated in a Certificate annexed hereto as Schedule I or such other Certificate as may be received by Custodian from time to time), or any person reasonably believed by Custodian to be such a person.

4.“BNY Affiliate” shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation.

5.“Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors, and nominees.

6.“Business Day” shall mean any day on which Custodian is open for business.

7.“Composite Currency Unit” shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

8.“Confidential Information” shall mean, with respect to a party, the terms of this Agreement and all non-public business and financial information of such party (including, with respect to the Fund, information regarding the Accounts and including, with respect to Custodian, information regarding its practices and procedures related to the services provided hereunder) disclosed to the other party in connection with this Agreement. For clarity, any and all information regarding the Fund’s portfolio holdings and transactions (“Portfolio Information”) is considered Confidential Information.

9.“Data Providers” shall mean pricing vendors, analytic providers, brokers, dealers, investment managers, Authorized Persons, subcustodians, depositories, and any other Person providing Market Data to Custodian.

10.“Depository” shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

11.“Electronic Access Services” shall mean such services made available by Custodian or a BNY Affiliate to the Fund to electronically access information relating to the Accounts and/or to transmit Instructions.

12.“Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the ‘40 Act identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

13.“Instructions” shall mean instructions issued to Custodian by way of (a) one of the following methods (each as and to the extent specified by Custodian as available for use in connection with the services hereunder): (i) the Electronic Access Services; (ii) third-party electronic communication services containing, where applicable, appropriate authorization codes, passwords, or authentication keys, or otherwise appearing on their face to have been transmitted by an Authorized Person or (iii) third-party institutional trade matching utilities used to effect transactions in accordance with such utility’s customary procedures or (b) such other method as may be agreed by Custodian and the Fund and that appear on their face to have been transmitted by an Authorized Person. Custodian will be entitled to act and rely upon any Instruction received by it. When the Fund may or is required to issue Instructions, such Instructions will be issued by an Authorized Person.

14.“Losses” shall mean, collectively, losses, costs, expenses, damages, liabilities, and claims, including reasonable counsel fees and expenses.

15.“Market Data” shall mean pricing or other data related to Securities or other assets. Market Data includes but is not limited to security identifiers, valuations, bond ratings, classification data, and other data received from third parties.

16.“Oral Instructions” shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

17.“Person” or “Persons” shall mean any entity or individual.

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18.“Sanctions” shall mean all economic sanctions laws, rules, regulations, executive orders, and requirements administered by any governmental authority of the U.S. (including the U.S. Office of Foreign Assets Control) or any other applicable domestic or foreign authority with jurisdiction over the Fund.

19.“Series” shall mean the various portfolios, if any, of the Fund listed on Schedule II hereto, and if none are listed references to Series shall be references to the Fund.

20.“Securities” shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages, or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a depository or by a subcustodian), in each case as may be agreed upon from time to time by Custodian and the Fund.

21.“Subcustodian” shall mean a bank (including any branch thereof) or other financial institution (other than a Depository or Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale, or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.

22. “Tax Information” shall mean all accurate, relevant, and necessary information with respect to the Accounts (as defined below) or with respect to the Fund’s identification or classification for purposes of Tax Obligations, in each case as may be required by applicable tax laws or by a tax authority inquiry, or as may be reasonably requested by Custodian in connection with the matters in Section 8 of Article III hereof.

23.“Tax Obligations” shall mean taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax, and other related expenses.

ARTICLE II

APPOINTMENT OF CUSTODIAN; ACCOUNTS;

REPRESENTATIONS, WARRANTIES, AND COVENANTS

1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name of the Fund. Operational terms, procedures, and processes supporting the services described in this Agreement are set out in a separate service level description, a current version of which will be available upon request at any time.

(b) Custodian may from time to time establish on its books and records such sub accounts as the Fund and Custodian may agree upon (each a “Special Account”), and Custodian shall reflect therein such assets as the Fund may specify in Instructions.

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(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant, or other third party identified in Instructions such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in Instructions.

2. The Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of Instructions by the Fund, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed, and delivered by the Fund and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order, or judgment binding on it, and no provision of its charter or by-laws (or other organizational document), nor of any mortgage, indenture, credit agreement, or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals, and consents necessary to carry on its business as now conducted;

(d) It will not use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule, or regulation applicable to the Fund;

(e) Its board or its foreign custody manager, as defined in Rule 17f-5 under the ‘40 Act, has determined that use of each Subcustodian (including any Replacement Custodian) which Custodian is authorized to utilize in accordance with Section l(a) of Article III hereof satisfies the applicable requirements of the ‘40 Act and Rule 17f-5 thereunder;

(f) The Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the ‘40 Act;

(g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions to Custodian, shall, and shall cause each Authorized Person, to safeguard and treat with extreme care any user and authorization codes, passwords, and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it and agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances.

(h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the ‘40 Act;

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(i) Its transmission or giving of, and Custodian acting upon and in reliance on, Instructions pursuant to this Agreement shall at all times comply with the ‘40 Act;

(j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian’s request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

4. In no event shall the Fund be liable to Custodian or any third party for any Losses due to forces beyond the control of the Fund, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, or acts of God, or interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services.

ARTICLE III

CUSTODY AND RELATED SERVICES

1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund’s account. Custodian shall be entitled to utilize, subject to subsection (c) of this Section 1, Depositories, Subcustodians, and, subject to subsection (d) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms, and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian’s agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depository, or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the “Replacement Subcustodian”). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund’s Board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the ‘40 Act and Rule 17f-5 thereunder.

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(b) Unless Custodian has received Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien, or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(c) With respect to each Depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning the internal accounting controls and financial strength of Custodian.

(d) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian and shall not include any evaluation of Country Risks. As used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country’s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country’s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations, or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

2. Custodian shall make available to the Fund an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.

3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;

(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;

(c) Forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations, or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

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(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

(f) Endorse for collection checks, drafts, or other negotiable instruments.

4. (a) Custodian shall timely notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender, or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund’s Instructions, delivered via such method as agreed between Custodian and the Fund and provided utilizing or directly referencing Custodian’s corporate action instruction form with all the required information fields of the form completed. Such Instructions must be addressed as Custodian may, from time to time, request and must be received by the deadline specified by Custodian, together with any amount that is required to be paid in carrying out any such action. In the event Custodian does not receive such Instructions together with any required amount prior to its specified deadline, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

5. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. Custodian will make available to the Fund proxy voting services upon the request of, and for the jurisdictions selected by, the Fund in accordance with terms and conditions to be mutually agreed upon by Custodian and the Fund.

6. Custodian shall promptly advise the Fund upon Custodian’s actual receipt of notification of the partial redemption, partial payment, or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment, or other action in any non-discriminatory manner that it customarily uses to make such selection.

7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from U.S. federal, state, or local government or agency securities unless explicitly agreed to by Custodian in writing.

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8. The Fund shall be liable for all taxes, assessments, duties, and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. To the extent Custodian has received the Tax Information within the time stipulated, Custodian will perform the following services with respect to Tax Obligations:

(i) unless prohibited by law or regulation, at the request of the Fund, Custodian will provide to the Fund such information received by Custodian in its capacity as custodian that could, in the Fund’s reasonable belief, assist the Fund or its designee in the submission of any reports or returns with respect to Tax Obligations. An Authorized Person will inform Custodian in writing as to which party or parties will receive information from Custodian;

(ii) Custodian will, upon receipt of sufficient Tax Information from the Fund (as reasonably determined by Custodian), file claims for exemptions or refunds with respect to withheld Taxes in those markets where Custodian provides such services and subject to Custodian’s service level description (in each case as made available to the Fund from time to time). Where the Fund fails or neglects to provide Custodian with or to review and confirm the Tax Information within the time stipulated by Custodian, then such failure or neglect may result in the disapplication of withholding tax relief or the obligation on the Fund to immediately return amounts already refunded by a tax authority. The Fund may elect to appoint its own tax agent to file claims for exemptions or refunds in any or all markets, with notice to Custodian of such appointment and subject to such terms as separately agreed in writing between the Fund and Custodian; and

(iii) Custodian or the applicable Subcustodian will withhold appropriate amounts, as required by applicable tax laws, with respect to amounts received and upon collection of any dividend, interest, or other distribution made with respect to any Security and any proceeds or income from the sale, loan, or other transfer of any Security, and is authorized to debit the relevant Account in the amount of a Tax Obligation and to pay such amount to the appropriate taxing authority.

The Fund shall indemnify Custodian and each Subcustodian for the amount of any Taxes that Custodian, any such Subcustodian, or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Taxes required by reason of an earlier failure to withhold). The Fund’s receipt of the foregoing services is dependent upon its subscription to Custodian’s information reporting system, and the Fund will be responsible for enrolling its designated Authorized Persons in such system. The Fund acknowledges that Custodian may amend the scope of its tax service offering and notice of such changes will be made available to Custodian’s clients (including the Fund) through Custodian’s information reporting system. Such changes may require additional documentation, attestations, or declarations to be entered into by the Fund in order to continue receiving the relevant tax service in a particular market. If the aggregate amount of cash in all cash accounts is not sufficient to pay all Taxes, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. The Fund acknowledges that Custodian is a service provider and not an economic beneficiary of any transaction. The Fund will be responsible for understanding its Tax Obligations, and will be solely responsible and liable for all Tax Obligations with respect to any assets held on behalf of the Fund and any transaction related thereto. The Fund will make reasonable efforts to provide Custodian with Tax Information to enable Custodian to comply with Custodian’s obligations under any applicable tax laws or with any tax authority inquiry. Where Custodian receives Instructions to make distributions or

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transfers out of an Account in order to pay the Fund’s third party service providers, the Fund acknowledges that in making such payments Custodian is acting in an administrative capacity, and not as the payor, for tax information reporting and withholding purposes. The Fund agrees that Custodian is not a tax adviser and does not provide tax advice to the Fund; the Fund will obtain its own independent tax advice for any tax-related matters.

9. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal through customary channels. The Fund may issue standing Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund. With respect to any such foreign exchange transaction, Custodian or a BNY Affiliate is acting as a principal counterparty on its own behalf and is not acting as a fiduciary or agent for, or on behalf of, the Fund, a Series, an investment manager, or any Account. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. The Fund understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide information for particular Securities or other property, an Authorized Person may advise Custodian in an Instruction regarding the fair market value of, or provide other information with respect to, such Securities or property. Custodian shall not be liable for any Losses incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder.

10. Custodian may follow Instructions with respect to Market Data, even if such Instructions direct Custodian to override its usual procedures and Market Data sources. Custodian is entitled to rely without inquiry on Market Data and information provided by the Fund and shall not be liable for any Losses incurred as a result of errors or omissions with respect to any Market Data or information provided by the Fund which is utilized by Custodian hereunder. Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions on the Fund’s use of such Market Data; such additional terms and conditions can be found at http://www.bnymellon.com/products/assetservicing/vendoragreement.pdf (or a successor site the address of which is provided by Custodian to the Fund), and the Fund agrees to those terms and conditions as they are posted on such site from time to time to the extent the Fund uses the applicable Market Data.

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11. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.

ARTICLE IV

PURCHASE AND SALE OF SECURITIES;

CREDITS TO ACCOUNT

1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

2. The Fund acknowledges that transactions will be settled using practices customary in the jurisdiction or market where the transaction occurs and assumes full responsibility for all risks involved in connection with Custodian’s delivery of assets in accordance with local market practice. Custodian agrees that where consistent with local market practice (a) if instructed to deliver Securities against receipt of payment, delivery of such Securities and receipt of payment therefor must be completed simultaneously and (b) if instructed to deliver payment against receipt of Securities, delivery of such payment and receipt of Securities therefor must be completed simultaneously; if unable to do so, Custodian will notify the Fund as soon as practicable after receipt of the Instructions.

3. Custodian may credit the Account with the proceeds from the purchase, sale, redemption, or other delivery or receipt of Securities, or interest, dividends, or other distributions payable on Securities, or the proceeds of any foreign exchange transaction effected in connection with this Agreement, prior to its actual receipt thereof. All such credits shall be conditional until Custodian’s actual receipt of such proceeds and may be reversed by Custodian with notice to the Fund, to the extent that such proceeds are not received. Actual receipt of proceeds with respect to a transaction will not be deemed to have occurred, and the transaction will not be considered “final,” until Custodian shall have received sufficient immediately available funds or Securities which under applicable local law, rule, and/or practice are irreversible, and which are specifically applicable to such transaction.

ARTICLE V

OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in Instructions, or if an overdraft arises in the account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series, including any indebtedness to The Bank of New York Mellon under the Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby pledges and grants to Custodian

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and agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Series at any time held by Custodian for the benefit of such Series or in which such Series may have an interest which is then in Custodian’s possession or control or in possession or control of any third party acting in Custodian’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series’ credit on Custodian’s books.

2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian Instructions specifying with respect to each such borrowing: (a) the Series to which such borrowing relates, (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title, and the number of shares or the principal amount of any particular Securities and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the ‘40 Act and the Fund’s prospectus. Custodian shall deliver on the borrowing date specified in Instructions the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Instructions. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in Instructions to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in Instructions the Series, the name of the issuer, the title and number of shares, or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

ARTICLE VI

SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to Custodian Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for the appropriate Series.

2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Series for which such money was received.

3. Whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Instructions out of the money held in an Account of the appropriate Series.

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ARTICLE VII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

ARTICLE VIII

CONCERNING CUSTODIAN

1. (a) Custodian shall exercise such good faith and such reasonable care, diligence, and prudence as a professional custodian for securities would exercise in carrying out all of these duties and obligations. Except as otherwise expressly provided herein, Custodian shall not be liable for any Losses incurred by or asserted against the Fund, except those Losses arising out of Custodian’s own negligence or willful misconduct. With respect to any Losses related to the loss of Securities as a result of Custodian’s negligence or willful misconduct, the liability of Custodian shall be limited to the lesser of: (i) replacement of any such Securities or the market value thereof calculated at the time of the occurrence of such loss and (ii) the value of any loss of rights or privileges resulting from such loss or destruction. In no event shall Custodian’s total liability for any such loss of Securities exceed the total amount of the fees paid by the Fund to Custodian for services hereunder for a period of twelve consecutive calendar months prior to the occurrence of such loss or such lesser period of time if this Agreement has not been in effect for twelve consecutive calendar months. In no event shall Custodian be liable for special, indirect, or consequential damages even if Custodian has been advised of the possibility of such damages.

(b) Custodian shall exercise good faith and reasonable care, diligence, and prudence in the selection, retention, and monitoring of Subcustodians, and Custodian’s liability with respect to a Subcustodian (other than as stated in Section 1(b)(v) of this Article VIII) will be limited solely to the extent resulting from Custodian’s failure to exercise good faith and reasonable care, diligence, and prudence in the selection, retention, and monitoring of such Subcustodian. If Custodian is not liable pursuant to the foregoing sentence, with respect to any Losses incurred by the Fund as a result of the acts or omission of a Subcustodian, Custodian shall take appropriate action to recover such Losses, but Custodian will have no responsibility with respect to such Losses other than to forward to the Fund any amount recovered (net of reasonable costs and expenses). Without limiting Custodian’s responsibilities under Section 1(c) and Section 1(d) of Article III hereof, Custodian shall have no liability whatsoever for the action or inaction of any Depositories or Foreign Depositories. Neither Custodian nor any Subcustodian shall be liable: (i) for acting in accordance with Instructions; (ii) for conclusively presuming that all disbursements of cash directed by an Instruction are in accordance with Section 2(i) of Article II hereof; (iii) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation, or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (iv) for any Losses due to forces beyond the reasonable control of Custodian, including without limitation general strikes or work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, or acts of God, or loss or malfunctions of public utilities, non-internal communication services, and (but only to the extent beyond Custodian’s

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reasonable control and not due to Custodian’s negligence or willful misconduct, and provided that Custodian is maintaining such back-up system(s) and disaster recovery plan(s) as are required by its regulators and all laws applicable to Custodian) loss or malfunction of internal communication services or of computer (software or hardware) services; it being understood that Custodian shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances; (v) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, and any Foreign Depository; or (vi) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent, or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility, or availability has been affected, limited, or prevented by such law, regulation, or event, and to the extent that any such law, regulation, or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

(c) Custodian may enter into subcontracts, agreements, and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement, or understanding shall discharge Custodian from its obligations hereunder.

(d) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian’s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian (including in a successful defense of claims by the Fund); provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian’s own negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fund, its successors, and assigns, notwithstanding the termination of this Agreement, until expiration of the applicable statute of limitations.

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged, or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale, or writing thereof, or the propriety of the amount paid or received therefor;

(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of the declaration or payment of any dividend or distribution by the Fund;

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(e) The legality of any borrowing by the Fund;

(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer, or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer, or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;

(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund, whether any broker, dealer, futures commission merchant, or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant, or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant, or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian’s receipt or non-receipt of any such payment; or

(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of the Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

3. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.

4. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

5. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian’s standard rates for such services as may be applicable. The Fund shall reimburse Custodian for all costs associated with the conversion of the Fund’s Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Fund shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

6. Custodian has the right to debit any cash account for any amount payable by a Series of the Fund in connection with any and all obligations of the Series of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right with timely subsequent notice to the Fund, to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.

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7. The Fund agrees that while it is not part of Custodian’s normal practices to accept Oral Instructions, Custodian may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed Instructions for purposes of this Agreement. The Fund will promptly confirm such Oral Instructions in writing. The Fund agrees that the fact that such written confirmation is not received or that a contrary Instruction is received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to use the Electronic Access Services in connection with this Agreement, the Fund’s use thereof shall be subject to the terms and conditions contained in a separate written agreement between the parties or their affiliates. If the Fund elects (with Custodian’s prior consent) to transmit Instructions through an electronic communications service owned or operated by a third party, the Fund agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service. Custodian will not be liable for Losses arising out of receiving or transmitting information to or from the Fund or an Authorized Person via a non-secure method selected by the Fund.

8. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the ‘40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

9. Custodian shall provide the Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

10. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.

11. (a) Throughout the term of this Agreement, the Fund: (i) will have in place and will implement policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) will use reasonable efforts to ensure that neither the Fund nor any of its affiliates, directors, trustees, officers, or employees is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions or (B) located, organized, or resident in a country or territory that is, or whose government is, the target of Sanctions and (iii) will not, directly or indirectly, use the Accounts in any manner that would result in a violation by the Fund or Custodian of Sanctions.

(b) The Fund acknowledges and agrees that, in connection with the services provided by Custodian under this Agreement, each of the Fund’s investors is not a customer or joint customer with Custodian. The Fund (and not Custodian) has the responsibility to, and will, fulfill any compliance requirement or obligation with respect to each of its investors under all Anti-Money Laundering Laws. Without limiting any obligation imposed on the Fund by Anti-Money Laundering Laws, throughout the term of this Agreement, the Fund will maintain a compliance program with respect to its investors that includes the following: (i) a know-your-customer program in order to understand and verify the identity of each investor, in accordance with the requirements of the Bank Secrecy Act and the relevant

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regulations thereunder, (ii) a transaction surveillance and monitoring program and (iii) a policy for identifying and reporting any suspicious transactions and/or activities with respect to each investor to the appropriate law enforcement and regulatory authorities and to Custodian where related to the services provided by Custodian hereunder.

(c) The Fund will promptly provide to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 11, including information regarding (i) the Accounts, (ii) the assets and the source thereof, (iii) the identity of any individual or entity having or claiming an interest therein, and (iv) the Fund’s anti-money laundering and Sanctions compliance programs and any related records and/or transaction information, including with respect to any investor, regardless of whether such request is made under USA PATRIOT Act Section 314(b) (where applicable). The Fund will cooperate with Custodian and provide assistance reasonably requested by Custodian in connection with any anti-money laundering and terrorist financing or Sanctions inquiries.

(d) Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 11. If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will inform the Fund as soon as reasonably practicable.

(e) While the Fund remains responsible for the matters set forth in sub-sections (a) and (b) of this Section 11, it is noted that certain duties relating to such matters may be delegated by the Fund to its transfer agent service provider.

ARTICLE IX

TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a notice designating a successor custodian or custodians. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a notice designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus, and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian (other than Securities which cannot be delivered to the successor custodian), after deducting all fees, expenses, and other amounts for the payment or reimbursement of which it shall then be entitled.

2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund.

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3. For clarity, the terms of this Agreement (including terms relating to compensation) will continue to apply until all Securities and money have been delivered in accordance with this Article, except that no additional Securities or money may be deposited with Custodian after the specified date of termination without Custodian’s prior consent.

ARTICLE X

MISCELLANEOUS

1. Unless expressly authorized by the Fund in this Agreement or otherwise, Custodian agrees to maintain in strict confidence the Portfolio Information and will not use such Portfolio Information for any purposes (including for the purpose of engaging in securities transactions) or disclose such Portfolio Information to any affiliate or third party either orally or in writing for any purpose other than for the purposes of performing duties under this Agreement. Custodian agrees to take all precautions that are reasonably necessary to ensure the performance of its obligations set forth in the preceding sentence and will restrict access to the Portfolio Information accordingly. Notwithstanding the foregoing provisions of this Section 1, Portfolio Information may be disclosed and used as provided in this Section 1, including disclosure to the Fund’s adviser, sub-adviser(s) and proxy service providers and disclosure required by the rules of a stock exchange, the rules of a regulatory or self-regulatory authority, a subcustodian, or depository, or the terms of a security or the organizational documents of the issuer of a security.

Each party agrees to use the Confidential Information of the other party solely to accomplish the purposes of this Agreement and, except in connection with such purposes or as otherwise permitted in this Agreement, not to disclose such information to any other person without the prior written consent of the other party. Notwithstanding the foregoing, Custodian may: (a) use and disclose the Fund’s Confidential Information in connection with certain functions performed on a centralized basis by Custodian, BNY Affiliates and joint ventures and their service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage), so long as such recipients are subject to reasonable confidentiality obligations, and (b) store the names and business contact information of the Fund’s employees and representatives relating to this Agreement on the systems or in the records of its BNY Affiliates and joint ventures and its and their service providers. In addition, Custodian may aggregate information regarding the Fund and the Accounts on an anonymized basis with other similar client data for Custodian’s and its BNY Affiliates’ reporting, research, product development and distribution, and marketing purposes. The parties’ respective obligations under this Section 1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving party, (b) that was known to the receiving party as of the time of its disclosure and was not otherwise subject to confidentiality obligations, (c) that is independently developed by the receiving party without reference to such information, (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order, or other legal process or at the request of a regulatory authority. Custodian agrees to notify the Fund promptly upon its receipt of a subpoena, court order, or other process requiring disclosure of the Portfolio Information in order to permit the Fund an opportunity to seek a protective order or other judicial relief, unless such notification is prohibited under applicable law or by Custodian’s regulators.

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2. Except to the extent doing so would limit use or disclosure of information permitted by Section 1 of this Article, upon termination of this Agreement each party will upon request of the other party delete or return to the other party all Confidential Information of the other party and delete existing copies unless applicable obligation requires storage of the Confidential Information. The parties acknowledge that each party has legal and professional obligations under applicable laws, rules, and regulations that may prevent the party from returning or destroying all or part of the Confidential Information. In the event a party is prevented by applicable obligation from returning or destroying all or part of such Confidential Information, the party agrees that it shall maintain the confidentiality of that Confidential Information in accordance with this Agreement until that Confidential Information is returned or destroyed. In the event a party requests that Confidential Information be returned, as opposed to being destroyed, the requesting party shall be responsible for all reasonable fees incurred by the other party to meet such requirements.

3. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon such present Authorized Persons.

4. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 240 Greenwich Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

5. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 711 High Street, Des Moines, IA 50392, or at such other place as the Fund may from time to time designate in writing.

6. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

7. In case any provision in or obligation under this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

8. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

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9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

10. The Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify, and record information that allows Custodian to identify the Fund. Accordingly, prior to opening an Account hereunder Custodian will ask the Fund to provide certain information including, but not limited to, customer’s name, physical address, tax identification number, and other information that will help Custodian to identify and verify the Fund’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. The Fund agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Fund’s identity in accordance with its CIP.

11. Notice is hereby given that this Agreement has been executed on behalf of the Board members of the Fund as Board members and not individually and that the obligations of this Agreement are not binding upon any of the Fund Board members or the Fund shareholders individually but are binding only upon the assets and property of the Fund.

12. Except as expressly provided in this Agreement, nothing in this Agreement shall be deemed to create, and both the Fund and Custodian expressly disclaim, any agency, joint venture, partnership, or association between the Fund and Custodian or any subsidiary or affiliate of either, and nothing in this Agreement shall be deemed to provide the Fund or Custodian with the right, power, or authority, whether expressed or implied, to create any such duty or obligation.

13. With respect to each Instruction for a cash transfer, when the Instruction is to credit or pay a party by both a name and a unique numeric or alpha-numeric identifier (e.g., IBAN or ABA or account number), Custodian and any other bank participating in the cash transfer will be entitled to rely solely on such numeric or alpha-numeric identifier, even if it identifies a party different from the party named. Such reliance on an identifier will apply to beneficiaries named in the Instruction, as well as any financial institution that is designated in the Instruction to act as an intermediary in such cash transfer. To the extent permitted by applicable law, the parties will be bound by the rules of any transfer system used to effect a cash transfer under this Agreement.

14. At the Fund’s request pursuant to Instructions, subject to Custodian’s approval and as an accommodation to the Fund, Custodian will provide consolidated recordkeeping services reflecting on statements provided to the Fund securities and other assets not held by Custodian (“Non-Custody Assets”). Non-Custody Assets will be designated on Custodian’s books as “assets not held in custody” or by other similar designation and will not be considered held under this Agreement. The Fund acknowledges and agrees that, notwithstanding anything contained elsewhere in this Agreement, (a) the Fund will have no security entitlement against Custodian with respect to Non-Custody Assets, (b) Custodian will rely, without independent verification, on information provided by the Fund or its designee regarding Non-Custody Assets (including positions and market valuations) and (c) Custodian will have no responsibility whatsoever with respect to Non-Custody Assets, provided however that without any duty to independently verify information regarding Non-Custody Assets Custodian will use reasonable care to record and report information regarding Non-Custody Assets provided to it.

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15. The Fund intends potentially to change its structure from a Delaware limited liability company to a Delaware statutory trust. If such change occurs, The Bank of New York Mellon and such new Delaware statutory trust shall be bound to the terms of this Agreement upon the execution of a document in the form of Exhibit I hereto by The Bank of New York Mellon and such new Delaware statutory trust.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Fund and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

PRINCIPAL PRIVATE CREDIT FUND I, LLC

By: /s/ Adam Shaikh

Name: Adam Shaikh

Title: Vice President, Assistant General Counsel, and Assistant Secretary

By: /s/ John Sullivan

Name: John Sullivan

Title: Counsel and Assistant Secretary

THE BANK OF NEW YORK MELLON

By: /s/ Allison M. Gardner

Name: Allison M. Gardner

Title: First Vice President

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SCHEDULE I

Certificate of Authorized Persons

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SCHEDULE II

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EXHIBIT I

Change of Organizational Structure

The Bank of New York Mellon (“BNY Mellon”) and Principal Private Credit Fund I, LLC were parties to a Custody Agreement dated ___________, 2024 (the “Original Agreement”). Principal Private Credit Fund I, LLC has changed its form of organization from a Delaware limited liability company to a Delaware statutory trust, and such entity is now known as Principal Private Credit Fund I (“Principal Private Credit DST”). Pursuant to execution of this document, BNY Mellon and Principal Private Credit DST agree to be bound by the terms of the Original Agreement as if BNY Mellon and Principal Private Credit DST were the original parties to the Original Agreement and Principal Private Credit DST assumes the obligations of Principal Private Credit Fund I, LLC as they relate to the Original Agreement. Until changed pursuant to the terms of the Agreement, the address of Principal Private Credit Fund I, LLC shall be the address of Principal Private Credit DST and the Authorized Persons of Principal Private Credit Fund I, LLC shall be the Authorized Persons of Principal Private Credit DST. Arrangements, agreements, and standing instructions in place pursuant to the Original Agreement continue in effect (except those relating to or based upon the organizational structure of Principal Private Credit DST).

Agreed:

The Bank of New York Mellon Principal Private Credit Fund I

By: _________________________ By: _________________________

Name: _________________________ Name: _________________________

Title: _________________________ Title: _________________________

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Change of Organizational Structure

The Bank of New York Mellon (“BNY Mellon”) and Principal Private Credit Fund I, LLC were parties to a Custody Agreement dated February 29, 2024 (the “Original Agreement”). Principal Private Credit Fund I, LLC has changed its form of organization from a Delaware limited liability company to a Delaware statutory trust, and such entity is now known as Principal Private Credit Fund I (“Principal Private Credit DST”). Pursuant to execution of this document, BNY Mellon and Principal Private Credit DST agree to be bound by the terms of the Original Agreement as if BNY Mellon and Principal Private Credit DST were the original parties to the Original Agreement and Principal Private Credit DST assumes the obligations of Principal Private Credit Fund I, LLC as they relate to the Original Agreement. Until changed pursuant to the terms of the Agreement, the address of Principal Private Credit Fund I, LLC shall be the address of Principal Private Credit DST and the Authorized Persons of Principal Private Credit Fund I, LLC shall be the Authorized Persons of Principal Private Credit DST. Arrangements, agreements, and standing instructions in place pursuant to the Original Agreement continue in effect (except those relating to or based upon the organizational structure of Principal Private Credit DST).

Agreed:

The Bank of New York Mellon

Principal Private Credit Fund I

By:

/s/ Kris Dabrowiecki

By:

/s/ John L. Sullivan

Name:

Kris Dabrowiecki

Name:

John L. Sullivan

Title:

Director - Relationship Management

Title:

Counsel and Assistant Secretary

CUSTODIAL AGREEMENT

THIS CUSTODIAL AGREEMENT (this “Agreement”) dated as of May 2, 2024, is entered into between PRINCIPAL PRIVATE CREDIT FUND I (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., as custodian (in such capacity, the “Custodian”).

W I T N E S S E T H:

WHEREAS, the Owner has acquired or will acquire, from time to time, certain loans made by a bank or other financial institution, and the acquisition of such loans will be represented by electronic or digital copies of various documents (the “Assets”). The Owner desires to deliver the Assets to the Custodian for safekeeping on the Owner’s behalf and to direct the Custodian with respect to the custody and release thereof;

NOW, THEREFORE, the parties hereto agree as follows:

1. (a) The Owner hereby appoints the Custodian as custodian of the Assets pursuant to the terms of this Agreement and the Custodian accepts such appointment. The Custodian hereby agrees to accept the Assets delivered to the Custodian by the Owner pursuant to the terms hereof, and agrees to hold, release and transfer the same in accordance with the provisions of this Agreement. The Custodian’s services hereunder shall be conducted through its CCT division (including, as applicable, any agents or affiliates utilized thereby). There shall be an account established by the Custodian on behalf of the Owner which will be designated the “Principal Private Credit Fund I – Custodial Account” (referred to herein as the “Custody Account”) and into which the Assets shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Custodian may establish any number of subaccounts to the Custody Account deemed necessary or appropriate by the Custodian and Owner in administering the Custody Account (each such subaccount, a “Subaccount” and collectively with the Custody Account, the “Account”). All Assets, if any, to be delivered in physical form to the Custodian shall be delivered to the address set forth in Section 12 hereof and all assets to be delivered in digital or electronic form to the Custodian shall be delivered in accordance with delivery instructions separately provided by the Custodian. The Custodian shall not be responsible for any other assets of the Owner held or received by the Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this Agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of the physical certificate in the possession of the Custodian to the Owner, the Custodian shall have no obligations in connection with the transfer or re-registration of any physical certificates representing Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring re-registering such Assets. Assets shall be withdrawn from and credited to the Account only upon Proper Instructions pursuant to Section 4 hereof. Custodian shall be entitled to utilize agents, vendors, and /or sub-custodians to the extent possible in connection with its performance hereunder, including the establishment of the Account, and Custodian shall identify on its books and records the Assets belonging to Owner, whether held directly or indirectly through agents, vendors, or sub-custodians.

134458613v.4

(b) For the avoidance of doubt, the Account (including income, if any, earned on the investments of funds in such account) will be owned by the Owner, for federal income tax purposes. Such Owner is required to provide to the Custodian (i) an IRS Form W-9 or appropriate IRS Form W-8 no later than the date hereof, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of the Custodian as may be necessary (i) to reduce or eliminate the imposition of U.S. withholding taxes and (ii) to permit Custodian to fulfill its tax reporting obligations under applicable law with respect to the Account or any amounts paid to Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect, Owner shall timely provide to the Custodian accurately updated and complete versions of such IRS forms or other documentation. Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Custodian, shall have no liability to Owner or any other person in connection with any tax withholding amounts paid or withheld from the Account pursuant to applicable law arising from Owner’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Account absent the Custodian having first received (i) the requisite Proper Instructions, and (ii) the IRS forms and other documentation required by this paragraph.

(c) In the event the Custodian receives instructions from the Owner to effect a securities transaction as contemplated in 12 CFR 12.1, the Owner acknowledges that upon its written request and at no additional cost, it has the right to receive the notification from the Custodian after the completion of such transaction as contemplated in 12 CFR 12.4(a) or (b). The Owner agrees that, absent specific request, such notifications shall not be provided by the Custodian hereunder, and in lieu of such notifications, the Custodian shall make available periodic account statements in the manner required by this Agreement. For the avoidance of doubt, as of the date of this Agreement, the consummation of securities transactions by the Custodian is not contemplated in connection with the custody and safekeeping of the Assets.

2. [Reserved]

3. The Owner shall instruct the Custodian in writing with regard to the delivery or withdrawal of any Assets with respect to the Custody Account. In the absence of any instructions provided to the Custodian by the Owner, the Custodian shall have no obligation to take any action with respect to the Assets. Notwithstanding anything herein to the contrary, under no circumstances shall the Custodian be obligated to bring legal action or institute proceedings against any person on behalf of the Owner.

4. The Custodian shall hold the Assets in safekeeping and shall release and transfer same only in accordance with Proper Instructions. “Proper Instructions” shall mean written instructions or cabled, telexed, facsimile or electronically transmitted instructions in respect of any of the matters referred to in this Agreement purported to be signed (except in the case of electronically transmitted instructions) by one or more persons duly authorized to sign on behalf of the Owner as set forth in the Authorized Signers List on Exhibit A hereto (each such person (an “Authorized Signer”) and, in the case of electronically transmitted instructions, in accordance with such authentication procedures as may be agreed by the Custodian and the Owner from time to time, and in the case of any instructions to credit an Asset to the Accounts or to release any Asset from the Accounts, in accordance with the terms hereof. Any electronically delivered instructions, including by email or facsimile, received from or on behalf of any Authorized Signer, or any email or facsimile received from another individual on behalf of the Owner in which any Authorized Signers are also identified as copied, shall constitute Proper Instructions.

In addition, Proper Instructions may include instructions and directions given by electronic transmission administered by the Society for Worldwide Interbank Financial Telecommunication (“SWIFT Messaging”), as well as certain other electronically transmitted instructions, such as FTP or other online portal. The Owner understands that the Custodian cannot determine the identity of the actual sender of Proper Instructions sent by SWIFT Messaging and such other methods of electronically transmitted instructions, and agrees that the Custodian may conclusively presume that such directions have been sent by an Authorized Signer. The Owner shall assure that only Authorized Signers shall transmit Proper Instructions from the Owner to the Custodian and shall safeguard the use and confidentiality of applicable user and authorization codes, passwords, and/or authentication keys upon receipt by the Owner. The Custodian shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions or directions given by SWIFT Messaging or any other electronically transmitted instructions for which the identity of the actual sender cannot be identified, including but not limited to any overdrafts. The Owner shall assume all risks arising out of the use of SWIFT Messaging and any other electronic transmission methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions and the risk of interception and misuse by third parties, shall fully inform itself of the protections and risks associated with transmitting instructions and directions to the Custodian by SWIFT Messaging and other electronic transmission methods. The Owner acknowledges that there may be more secure methods of transmitting instructions and directions than SWIFT Messaging and other electronic messaging.

5. The Custodian shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and the Custodian shall satisfy those duties expressly set forth herein so long as it acts in good faith and without gross negligence or willful misconduct. The Custodian may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent or instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. The Custodian shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties are purely ministerial in nature. The Custodian may consult with and obtain advice from legal counsel as to any provision hereof or its duties hereunder and shall not be liable for action taken or omitted by it in good faith and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon. The Custodian shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby, except for actions arising from the gross negligence or willful misconduct of the Custodian. The Custodian shall have no liability for loss arising from any cause beyond its control, including but not limited to, acts of God, natural disasters, war, terrorism, civil unrest, any act or provision of any present or future law or regulation or governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, malware or ransomware attack, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility or the unavailability of any securities clearing system. Notwithstanding anything in this Agreement to the contrary, in no event shall either party to this Agreement be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), provided that nothing in this sentence shall limit the indemnification obligations of the Owner in the event of any third party claim for such damages.

Without limiting the generality of the foregoing, the Custodian shall not be subject to any fiduciary or other implied duties and the Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility and, accordingly, shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to the parties hereto. It is the intention of the parties hereto that the Custodian shall never be required to use, advance, or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or, by or through affiliates, agents or attorneys, and the Custodian shall not be responsible for any misconduct or negligence on the part of any non-affiliated agent or attorney appointed hereunder with due care by it.

The Custodian is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of this Agreement or any part hereof (except with respect to the Custodian's obligations hereunder) or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution hereof or for the identity or authority of any person executing this Agreement or any part hereof (except with respect to the Custodian) or depositing the Assets. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder unless written notice thereof is received by the Custodian. It is expressly acknowledged by the Owner that application and performance by the Custodian of its various duties hereunder may be based upon, and in reliance upon, data, information and notice provided to it by the Owner and/or any related bank agent, obligor or similar party with respect to the Assets, and the Custodian shall have no responsibility for the accuracy of any such information or data provided to it by such persons and shall be entitled to update its records (as it may deem necessary or appropriate). The Custodian shall not be liable for the actions or omissions of, or any inaccuracies in the records of, the Owner or any clearing agency or depository or any other person and without limiting the foregoing, the Custodian shall not be under any obligation to monitor, evaluate or verify compliance by the Owner or any other person with any agreement or applicable law.

The Custodian represents and warrants to the Owner that it is a “bank” as defined by Section 2(a)(5) of the Investment Company Act of 1940 (the “1940 Act”) and has aggregate capital, surplus, and undivided profits exceeding the amounts required by Section 26(a)(1) of the 1940 Act . For the avoidance of doubt and notwithstanding anything herein to the contrary, the Owner agrees that the Custodian shall not have nor shall be implied to have any duties with respect to furnishing reports of the Owner or other information as contemplated by the Investment Advisors Act of 1940 (the “Advisers Act”) or Rule 206(4)-2 under the Advisers Act, and the Custodian shall only be obligated to furnish information to the Owner or to any third party to the extent directed by the Owner pursuant to Proper Instructions as set forth in this Agreement and agreed to by the Custodian, or as the Owner and Custodian may otherwise agree. The Owner shall promptly notify the Custodian in the event it has knowledge or receives notice that the Assets of the Owner hereunder are or will be (or are or will be deemed to be) “plan assets” subject to the United States Employee Retirement Income Security Act of 1974, as amended (or any such substantially similar applicable federal, state, or local law).

6. The Owner agrees to indemnify, defend and hold the Custodian, its officers, directors, employees and agents (collectively, “Indemnified Persons”) harmless from and against any and all losses, claims, damages, demands, expenses, costs, causes of action, judgments or liabilities that may be incurred by any Indemnified Person arising directly or indirectly out of or in connection with this Agreement, including the reasonable legal costs and expenses as such expenses are incurred (including, without limitation, the expenses of any experts, counsel or agents) of (a) investigating, preparing for or defending itself against any action , claim or liability in connection with its performance hereunder or thereunder or (b) enforcement of the Owner’s indemnification obligations hereunder. The Owner also hereby agrees to hold the Custodian harmless from any liability or loss resulting from any taxes or other governmental charges, and any expense related thereto, which may be imposed, or assessed with respect to any Assets in the Account and also agrees to hold the Custodian and its respective nominees harmless from any liability as record holder of Assets in the Account. The Owner

may remit payment for expenses and indemnities owed to the Custodian hereunder or, in the absence thereof, the Custodian may from time to time deduct payment of such amounts from the Account. In no event, however, shall the Owner be obligated to indemnify any Indemnified Person and hold any Indemnified Person harmless if a court of competent jurisdiction determines, on a judgment not subject to appeal, (or as otherwise agreed to by the parties hereto) that such losses, claims, damages, demands, expenses, costs, causes of action, judgments or liabilities were incurred by any Indemnified Person as a result of its own bad faith, willful misconduct or gross negligence. The provisions of this section shall survive the termination of this Agreement.

7. The Custodian shall be entitled to be paid by the Owner a fee as compensation for its services as set forth in the separate Fee Letter (the “Fee Letter”) agreed to by the parties hereto. Except as otherwise noted, this fee covers account acceptance, set up and termination expenses, plus usual and customary related administrative services such as safekeeping, investment, collection and distribution of assets, including normal record-keeping/reporting requirements. Any additional services beyond those specified in this Agreement, or activities requiring excessive administrator time or out-of-pocket expenses, shall be performed only after reasonable prior notice is given to the Custodian by the Owner and shall be deemed extraordinary expenses for which related costs, transaction charges and additional fees will be billed at the Custodian's standard charges for such items. The Owner agrees to pay or reimburse the Custodian for all reasonable out-of-pocket costs and expenses (including without limitation reasonable fees and expenses of legal counsel) incurred, and any reasonable disbursements and advances made, in connection with the preparation, negotiation or execution of this Agreement, or in connection with or pursuant to consummation of the transactions contemplated hereby, or the administration of this Agreement or performance by the Custodian of its duties and services under this Agreement.

8. The Owner hereby grants to the Custodian a lien on all Assets for all indebtedness that may become owing to the Custodian hereunder, which lien may be enforced by the Custodian by set-off or appropriate foreclosure proceedings. In this regard, if the Owner is unwilling or unable to pay the Custodian any amounts due hereunder or to indemnify any indemnified party hereunder, the Custodian may, in its sole discretion, withdraw any cash in the account, or, if insufficient, liquidate a portion of the Assets, and the Custodian shall use such cash or deduct from such proceeds any fees, expenses and indemnities that it (or any indemnified party) may be due hereunder. The Owner hereby consents to and authorizes such action by the Custodian, and the Custodian shall have no liability for any action taken pursuant to this authorization. The Custodian agrees to provide Owner with written notice prior to taking any action pursuant to this Section 8.

9. The Custodian may at any time resign hereunder by giving written notice of its resignation to the Owner at least sixty (60) days prior to the date specified for such resignation to take effect, and upon the effective date of such resignation, the Assets hereunder shall be delivered by it to such person as may be designated in writing by the Owner, whereupon all the Custodian’s obligations hereunder shall cease and terminate. If no such person shall have been designated by such date, all obligations of the Custodian hereunder shall, nevertheless, cease and terminate. The Custodian’s sole responsibility thereafter shall be to keep safely all Assets then held by it and to deliver the same to a person designated by the Owner or in accordance with the direction of a final order or judgment of a court of competent jurisdiction.

The Owner may remove the Custodian at any time by giving the Custodian at least sixty (60) days’ prior written notice. Upon receipt of the identity of the successor Custodian as designated by the Owner in writing, the Custodian shall either deliver the Assets then held hereunder to the successor Custodian, less the Custodian’s fees, costs and expenses or other obligations owed to the Custodian or hold such Assets (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the Assets to successor Custodian, the Custodian shall have no further duties, responsibilities, or obligations hereunder.

10. This Agreement shall be construed in accordance with, and governed by, the laws of the State of New York, without giving effect to the conflict of law principles thereof. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or Federal Court sitting in the Borough of Manhattan in the City of New York in any proceeding arising out of or relating to this Agreement, and the parties hereby irrevocably agree that all claims in respect of any such proceeding may be heard and determined in any such New York State or Federal court. The parties hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such proceeding. The parties agree that a final non-appealable judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

11. This Agreement may not be assigned or transferred by the Owner. This Agreement shall remain in full force and effect until the earlier to occur of (a) the transfer or release of all of the Assets in accordance with the written instructions of the Owner in respect thereto and (b) the transfer by the Owner of its rights and interests in the Assets. The parties hereto shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by the Custodian and the Owner. Any organization or entity into which the Custodian may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any organization or entity succeeding to all or substantially all of the corporate trust business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

12. Any delivery of physical Assets or any notices or other communications hereunder (including Proper Instructions delivered to the Custodian) shall be in writing and given at the addresses stated below, by prepaid first class mail, overnight courier or electronic mail.

If to the Owner:

Principal Private Credit Fund I

711 High Street

Des Moines, IA 50392

Attn: Jill Blosser and Beth Graff

Email:DLGAMINVACCTDIRECTLENDING@exchange.principal.com; and DLPGIFUNDACCTG@exchange.principal.com

If to the Custodian:

With respect to the delivery of physical Assets:

Computershare Trust Company, N.A.

Attn: CTSO Mail Room

1505 Energy Park Drive

St. Paul, MN 55108

Ref: Principal Private Credit Fund I

Email: SASCustodyteam@computershare.com

For all other purposes:

Computershare Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Securities Custody Services

Ref: Principal Private Credit Fund I

Email: SASCustodyteam@computershare.com

13. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.

14. The Owner acknowledges that in accordance with laws, regulations and executive orders of the United States or any state or political subdivision thereof as are in effect from time to time applicable to financial institutions relating to the funding of terrorist activities and money laundering, including without limitation the USA Patriot Act (Pub. L. 107-56) and regulations promulgated by the Office of Foreign Asset Control (collectively, “AML Law”), the Custodian is required to obtain, verify, and record information relating to individuals and entities that establish a business relationship or open an account with the Custodian. The Owner hereby agrees that it shall provide the Custodian with such identifying information and documentation as the Custodian may request from time to time in order to enable the Custodian to comply with all applicable requirements of AML Law, including, but not limited to, the Owner’s name, physical address, tax identification number and other information that will help the Custodian to identify and verify the Owner’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.

15. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

17. 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. 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, 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) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian 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. Custodian agrees that it and its affiliates, agents, employees, service providers, and professional advisors that have access to Owner’s portfolio holdings will not use such holdings information to engage in investment transactions to the detriment of the Owner’s shareholders.

[SIGNATURE PAGE FOLLOWS]

Executed as of the date first above written.



			PRINCIPAL PRIVATE CREDIT FUND I, as Owner

			By:			/s/ John L. Sullivan
			Name:			John L. Sullivan
			Title:			Counsel and Assistant Secretary

			COMPUTERSHARE TRUST COMPANY, N.A., as Custodian

			By:			/s/ Kelsey Coyle
			Name:			Kelsey Coyle
			Title:			Vice President

Exhibit A

Authorized Signers List

Each of the following named officers is authorized to act for, and bind, Principal Private Credit Fund I, as Owner (the “Owner”) with respect to matters concerning that certain Custodial Agreement dated as of April 15, 2024, between Computershare Trust Company, N.A. and the Owner:

Signature

Name of Officer

Title

Business Address

Signature

Name of Officer

Title

Business Address

Signature

Name of Officer

Title

Business Address

Signature

Name of Officer

Title

Business Address

Signature

Name of Officer

Title

Business Address

ADMINISTRATION AGREEMENT

ADMINISTRATION AGREEMENT (this “Agreement”) made as of April 15, 2024 by and between Principal Private Credit Fund I, a Delaware statutory trust (hereinafter referred to as the “Fund”), and Principal Global Investors, LLC, a Delaware limited liability company (the “Administrator”).

WITNESSETH:

WHEREAS, the Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Fund desires to retain the Administrator to provide administrative services to the Fund in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Fund on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Fund and the Administrator hereby agree as follows:

1.Duties of the Administrator.

(a)Employment of Administrator. The Fund hereby employs the Administrator to act as administrator of the Fund, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth. The Administrator and any such other persons providing services arranged for by the Administrator shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Fund in any way or otherwise be deemed agents of the Fund.

(b)Services. The Administrator shall perform (or oversee, or arrange for, the performance of) certain administrative services necessary for the operation of the Fund. Without limiting the generality of the foregoing, the Administrator shall provide the Fund with office facilities, equipment, clerical, bookkeeping, and record keeping services at such office facilities and such other services as the Administrator, subject to review by the Board of the Fund, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Fund, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Fund’s Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Fund should purchase, retain or sell or any other investment advisory services to the Fund. The Administrator shall be responsible for the financial and other records that the Fund is required to maintain and shall prepare all reports and other materials required to be filed with the Securities and Exchange Commission (the “SEC”) or any other regulatory authority, including reports to shareholders. In addition, the Administrator will assist the Fund in determining and publishing the Fund’s net asset value, overseeing the preparation, and filing of the Fund’s tax returns, and the printing and dissemination of reports to shareholders of the Fund, and generally overseeing the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others. Schedule 1 contains a non-exclusive list of services that the Administrator will provide to the Fund.

2.Records. The Administrator agrees to maintain and keep all books, accounts and other records of the Fund that relate to activities performed by the Administrator hereunder and, if required by the Investment Company Act, will maintain and keep such books, accounts and records in accordance with that act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records that it maintains for the Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Fund pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

3.Confidentiality. The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information pursuant to Regulation S-P, shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation.

4.Compensation; Allocation of Costs and Expenses.

(a)For all services to be rendered under this Agreement and payments made hereof, the Fund will accrue daily and pay the Administrator monthly, or at such other intervals as the Fund and the Administrator may agree, a fee based on the average of the values placed on the net assets of the Fund as of the time of determination of the net asset value on each trading day throughout the month in accordance with Schedule 2 attached hereto (the “Administration Fee”). Net asset value shall be determined pursuant to applicable provisions of the Fund’s Agreement and Declaration of Trust. If pursuant to such provisions, the determination of net asset value is suspended, then for the purposes of this Section 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets for each day the suspension continues. The Administrator may, at its option, waive all or part of its compensation under this Section 4 for such period of time as it deems necessary or appropriate.

(b)The services of all professionals and staff of the Administrator (including trustees who are affiliated with the Administrator), when and to the extent engaged in providing administrative services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Administrator and not by the Fund. That said, the Administrator and a majority of the Fund’s independent board members may agree to provide alternative compensation arrangement for certain personnel (e.g., the Fund’s Chief Compliance Officer).

(c)The Fund will pay, without reimbursement by the Administrator, all expenses attributable to the operation of the Fund or the services described in this Agreement and not specifically identified in this Agreement as being paid by the Administrator.

5.Limitation of Liability of the Administrator. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Administrator’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

6.Activities of the Administrator. The services of the Administrator to the Fund are not to be deemed to be exclusive, and the Administrator and each other person providing services as arranged by the Administrator is free to render services to others. It is understood that trustees, directors, board members, officers, employees, and shareholders of the Fund are or may become interested in the Administrator and its affiliates, as trustees, directors, board members, officers, members, managers, employees, partners, shareholders or otherwise, and that the Administrator and trustees, officers, members, managers, employees, partners, and shareholders of the Administrator and its affiliates are or may become similarly interested in the Fund as shareholders or otherwise.

7.Duration and Termination of this Agreement.

(a)This Agreement shall become effective as of the date hereof, and shall remain in force with respect to the Fund for an initial term of two years from such date and thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by (i) the Board of the Fund and (ii) a majority of those members of the Fund’s Board who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party.

(b)This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Fund’s Board members, or by the Administrator, upon 60 days’ written notice to the other party. This Agreement may not be assigned by a party without the consent of the other party.

8.Amendments of this Agreement. This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.

9.Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. No assignment by either party permitted hereunder shall relieve the applicable party of its obligations under this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party’s rights and obligations hereunder.

10.Governing Law. This Agreement shall be construed and the provisions interpreted under and in accordance with the laws of the State of Delaware.

11.No Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions or rights, and no waiver shall be binding unless executed in writing by all parties hereto.

12.Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

13.Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

14.Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or pdf transmission), each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.

15.Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, by electronic mail, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.

16.Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, both written and oral, between the parties with respect to such subject matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.


			FUND:

			PRINCIPAL PRIVATE CREDIT FUND I

			By:			/s/ Adam U. Shaikh
			Name:			Adam U. Shaikh
			Title:			Vice President, Assistant General Counsel
						and Assistant Secretary

			By:			/s/ John L. Sullivan
			Name:			John L. Sullivan
			Title:			Counsel and Assistant Secretary


			ADMINISTRATOR:

			PRINCIPAL GLOBAL INVESTORS, LLC

			By:			/s/ Adam U. Shaikh
			Name:			Adam U. Shaikh
			Title:			Associate General Counsel

			By:			/s/ John L. Sullivan
			Name:			John L. Sullivan
			Title:			Assistant General Counsel

SCHEDULE 1

ADMINISTRATION AGREEMENT

In accordance with Section 1(b) of the Agreement, the Administrator will provide, or arrange to have provided, to the Fund all administrative services including, but not limited to, the services listed below. Services listed in this Schedule 1 may be modified or discontinued based on the mutual consent, approval, and/or action of the parties.

(a)Fund Accounting and Financial Reporting Services

(1)Perform Fund accounting services, which include, but are not limited to, daily NAV calculations and periodic distribution calculations and disseminations.

(2)Perform the functions of a mutual fund’s chief financial officer and treasurer.

(3)Perform financial reporting functions, including reports to the Board and preparation of financial statements.

(4)Perform Fund budgeting and accounts payable functions.

(5)Oversee Fund’s use of derivatives and compliance with Rule 18f-4 under the Investment Company Act.

(6)Ensure that payments made by a Fund pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under the Investment Company Act are accurate and in accordance with such plan.

(b)Tax Functions

(1)Monitor Internal Revenue Service compliance requirements to maintain its qualification as a “regulated investment company under the Internal Revenue Code of 1986 (“IRC”).

(2)Compute and communicate Fund dividend and capital gain distributions based upon the Fund’s taxable income to avoid punitive fund level taxes.

(3)Facilitate the preparation and filing of requisite federal, state, and local income and excise tax returns.

(4)Monitor Fund’s dividends and capital gain distributions, and make any necessary adjustments to such, for the Fund to maintain its qualification as a “regulated investment company” under the Internal Revenue Code of 1986.

(5)Determine and disseminate the tax characterization of distributions to be used by brokers for year-end shareholder tax reporting.

(6)Oversee the year-end shareholder tax form filings prepared by the Fund’s Transfer Agent.

(c)Shareholder Servicing Functions

(1)Monitor Transfer Agent and omnibus sub-accounting recordkeepers to help ensure shareholder accounts are being processed in compliance with the appropriate regulations and are reflected appropriately in the Fund’s records.

(2)Implement appropriate procedures to monitor shareholder transaction activity to detect and restrict excessive trading of shares of the Funds.

(d)Board Servicing Functions

(1)Prepare reports, memoranda, and other materials as requested by the Board or as agreed to from time to time and maintain files of Board, Board committees (if any), and shareholder meeting materials, including minutes.

(2)Assist in preparation of Board members’ questionnaires.

(e)SEC Filing Functions

(1)Prepare and file, or oversee the preparation and filing of, those reports required by the U.S. Securities and Exchange Commission (“SEC”) to be filed by the Fund, such as fidelity bond and Forms N-CSR, N-CEN, N-PORT, 24f-2, N-23c-3, and N-PX (or any successor forms).

(2)Prepare, update, file with the SEC, and arrange for printing and dissemination the Fund’s registration statement, including pre-effective and post-effective amendments, Prospectuses, Statements of Additional Information, and supplements.

(3)Prepare and/or review and file proxy materials with the SEC.

(4)Review annual and semi-annual reports of the Fund.

(5)Prepare and file periodic Forms 3, 4, and 5 under the Securities Exchange Act of 1934.

(f)Legal functions

(1)Prepare and negotiate service provider and servicing agreements on behalf of the Fund.

(2)Monitor legal and regulatory developments of relevance to the Fund.

(g)Compliance Functions

(1)Prepare and maintain those books and records required by Rule 31a-1 under the Investment Company Act with respect to services performed pursuant to this Agreement.

(2)Monitor compliance with Fund policies on valuing (pricing) all Fund assets.

(3)Prepare and review periodic compliance reports.

(4)Oversee compliance program of the Fund’s service providers.

(5)Monitor compliance by the Fund with various conditions imposed by exemptive orders and/or regulatory requirements relating to registered funds.

(6)Coordinate regulatory examinations of the Fund.

(7)Monitor the Fund’s use of commodities under the Commodity Exchange Act and make any necessary filings with the National Futures Association.

(h)Blue Sky Functions

(1)Register Fund shares with appropriate state blue sky authorities.

(2)Obtain and renew all sales permits required by relevant state authorities in to permit the sale of shares in the state.

(3)Monitor the sale of shares in individual states.

(4)Respond to all blue sky audit and examination issues.

(i)Other Functions

(1)Prepare applications for and monitor insurance coverage for the Fund.

(2)Maintain the technology platforms and market data feeds necessary for the daily accounting and reporting functions set forth in this Agreement.

SCHEDULE 2

ADMINISTRATION AGREEMENT


Administration Fee as a Percentage of the Fund’s Average Daily Net Assets
0.10%

TRANSFER AGENCY AGREEMENT

AGREEMENT to be effective April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (hereinafter called the “Fund”) and PRINCIPAL SHAREHOLDER SERVICES, INC., a Washington corporation (hereinafter called the “Administrator”).

1. APPOINTMENT OF TRANSFER AGENT

In consideration of the premises and mutual agreements herein contained, the Fund hereby appoints the Administrator to act as transfer and shareholder servicing agent for the Fund’s share classes and to act as its agent to assure the Fund’s Anti-Money Laundering Program procedures applicable to each such share class are implemented and the program is operated in accordance with those procedures, and the Administrator agrees to act, perform or assume the responsibility therefore in the manner and subject to the conditions hereinafter set forth.

2. SERVICES FURNISHED BY THE ADMINISTRATOR

As transfer agent for each of the Fund’s share classes, the Administrator will provide all services customarily performed by transfer agents of investment companies, in accordance with the policies and practices of the Fund as disclosed in its prospectus or otherwise communicated to the Administrator from time to time, including, but not limited to, the following:

(a)issuance, transfer, conversion, cancellation, and registry of ownership of Fund shares, and maintenance of open account system;

(b)preparation and distribution of dividend and capital gain payments to shareholders;

(c)delivery, redemption and repurchase of shares, and remittances to shareholders; and

(d) the solicitation and tabulation of proxy ballots and the preparation and distribution to shareholders of, among other things, notices, proxy statements and proxies, reports, confirmation of transactions, prospectuses, and tax information;

(e)communication with shareholders concerning items (a), (b), (c) and (d) above; and

(f)use its best efforts to qualify the shares of the Fund for sale in states and jurisdictions as directed by the Fund.

As the Fund's Anti-Money Laundering Program agent, the Administrator will assure the Fund's anti-money laundering procedures applicable to the shares of each Fund share class are implemented and the program is operated in accordance with those procedures, and will provide such reports and information as the Fund may request from time to time to facilitate the Fund's oversight of such program. The Administrator will also make information and records relating to the Fund's Anti-Money Laundering Program available to federal regulators as required by law and will permit such regulators to examine and inspect the Administrator for purposes of the program. The Administrator will perform the specific requirements of the Fund’s Customer Identification Program and will annually certify it has implemented the Fund’s anti-money laundering program.

Page 1 of 4

3. RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS

The Administrator may contract with others, subject to prior approval of the Fund's Board, for data systems, processing services and other administrative services. The Administrator may at any time or times in its discretion appoint (and may at any time remove) other parties, including parties affiliated with the Administrator, as its agent to carry out such provisions of the Agreement as the Administrator may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Administrator of any of its responsibilities or liabilities hereunder.

4. COMPENSATION FOR SERVICES

The Fund will pay the Administrator a fee as described in Schedule A hereto for the services provided pursuant to this Agreement.

5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR

The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Administrator’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

6. TERM AND RENEWAL

This Agreement will be effective on April 15, 2024, and will continue in effect thereafter from year to year provided that each continuance is approved annually by the Board of the Fund and by the vote of a majority of the board members who are not interested persons of the Administrator, Principal Life Insurance Company, or the Fund cast in person at a meeting called for the purpose of voting on such approval.

7. TERMINATION OF THIS AGREEMENT

This Agreement may, on sixty days written notice, be terminated at any time without the payment of any penalty, by the Board of the Fund or by the Administrator.

8. AMENDMENT OF THIS AGREEMENT

9. ADDRESS FOR PURPOSE OF NOTICE

Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the address of the Fund and that of the Administrator for this purpose shall be the Principal Financial Group, Des Moines, Iowa 50392.

10. MISCELLANEOUS

The captions in this Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Page 2 of 4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.

PRINCIPAL PRIVATE CREDIT FUND I

By /s/ Adam U. Shaikh

Adam U. Shaikh, Vice President, Assistant

General Counsel, and Assistant Secretary

By /s/ John L. Sullivan

John L. Sullivan, Counsel and Assistant Secretary

PRINCIPAL SHAREHOLDER SERVICES, INC.

By /s/ Sharon Hoppel

Sharon Hoppel, President

Page 3 of 4

SCHEDULE A

The Fund will pay the Administrator a fee for the services provided to shares of each Fund class pursuant to this Agreement in an amount equal to the costs incurred by the Administrator for providing such services. The Administrator will maintain records in reasonable detail that will support the amount it charges the Fund for performance of services set forth in this agreement and the Fund will pay the Administrator for its performance of such services in arrears following the end of each calendar month, or at such other frequency as agreed to by the Fund and the Administrator.

Page 4 of 4

PRINCIPAL PRIVATE CREDIT FUND I

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

CLASS A SHARES

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN made as of April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (the "Fund"), and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (the "Distributor").

1.This Distribution and Shareholder Services Plan (the “Plan”), when effective in accordance with its terms, shall be the written plan consistent with Securities and Exchange Commission Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), for the Class A shares of the Fund.1

2.The Fund has entered into a Distribution Agreement on behalf of the Fund with the Distributor, under which the Distributor uses all reasonable efforts, consistent with its other business, to secure purchasers of shares of the Fund (the “Shares”). Such efforts may include, but neither are required to include nor are limited to, the following: (1) formulation and implementation of marketing and promotional activities, such as mail promotions and television, radio, newspaper, magazine and other mass media advertising; (2) preparation, printing and distribution of sales literature provided to the Fund’s shareholders and prospective shareholders; (3) preparation, printing and distribution of prospectuses and statements of additional information of the Fund and reports to recipients other than existing shareholders of the Fund; (4) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Distributor may, from time to time, deem advisable; (5) making payment of sales commission, ongoing commissions and other payments to brokers, dealers, financial institutions or others who sell Shares pursuant to Selling Agreements; (6) paying compensation to registered representatives or other employees of the Distributor who engage in or support distribution of the Fund’s Shares; (7) paying compensation to, and expenses (including overhead and telephone expenses) of, the Distributor; (8) providing training, marketing and support to dealers and others with respect to the sale of Shares; (9) receiving and answering correspondence from prospective shareholders including distributing prospectuses, statements of additional information, and shareholder reports; (10) providing of facilities to answer questions from prospective investors about Shares; (11) complying with federal and state securities laws pertaining to the sale of Shares; (12) assisting investors in completing application forms and selecting dividend and other account options; (13) providing of other reasonable assistance in connection with the distribution of the Fund’s Shares; (14) organizing and conducting of sales seminars and making payments in the form of transactional compensation or promotional incentives; and (15) such other distribution and services activities as the Fund determines may be paid for by the Fund pursuant to the terms of this Plan and consistent with Rule 12b-1 of the Act.

3.The Distribution Agreement also authorizes the Distributor to enter into Service Agreements with other selling dealers and with banks or other financial institutions to provide shareholder services to existing Class A shareholders, including without limitation, services such as furnishing information as to the status of shareholder accounts, responding to telephone and written inquiries of shareholders, and assisting Class A shareholders with tax information.

4.In consideration for the services described above, and the expenses incurred by the Distributor pursuant to the Distribution Agreement and Paragraphs 2 and 3 hereof, all with respect to Class A shares of the Fund, Class A shares shall pay to the Distributor a fee at the annual rate as shown on Appendix A (or such lesser amount as the Fund Board Members may, from time to time, determine) of the average daily net assets of Class A shares. This fee shall be accrued daily and paid monthly or at such other intervals, as the Fund Board Members shall determine. The determination of daily net assets shall be made at the close of business each day throughout the month and computed in the manner specified in the Fund’s then current Prospectus for the determination of the net asset value of the Fund’s Class A shares.

1 This Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is not an open-end investment company, it has undertaken to comply with the terms of Rule 12b-1 as a condition of the Exemptive Notice (Release No. 33441) dated April 8, 2019 and Exemptive Order (Release No. 33466) dated May 6, 2019 under the 1940 Act that permit the Fund to have asset-based distribution fees.

Page 1 of 4

5.The Fund presently pays, and will continue to pay, a management fee to Principal Global Investors, LLC (the “Manager”) pursuant to a Management Agreement between the Fund and the Manager (the “Management Agreement”). It is recognized that the Manager may use its management fee revenue, as well as its past profits or its resources from any other source, to make payment to the Distributor with respect to any expenses incurred in connection with the distribution of Class A shares, including the activities referred to in Paragraph 2 hereof. To the extent that the payment of management fees by the Fund to the Manager should be deemed to be indirect financing of any activity primarily intended to result in the sale of Class A shares within the meaning of Rule 12b-1, then such payment shall be deemed to be authorized by this Plan.

6.This Plan shall not take effect until it has been approved (a) by a vote of at least a majority (as defined in the Act) of the outstanding Class A shares of the Fund and (b) by votes of the majority of both (i) the Board Members of the Fund, and (ii) those Board Members of the Fund who are not "interested persons" (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to this Plan (the "Disinterested Board Members"), cast in person at a meeting called for the purpose of voting on this Plan or such agreements.

7.Unless sooner terminated pursuant to Paragraph 6, this Plan shall continue in effect for a period of twelve months from the date it takes effect and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Paragraph 6(b).

8.A representative of the Distributor shall provide to the Board and the Board shall review at least quarterly a written report of the amounts so expended and the purposes for which such expenditures were made.

9.This Plan may be terminated at any time by vote of a majority of the Disinterested Board Members, or by vote of a majority (as defined in the Act) of the outstanding Class A shares of the Fund.

10.Any agreement of the Fund related to this Plan shall be in writing and shall provide:

A.That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Disinterested Board Members or by a vote of a majority (as defined in the Act) of the outstanding Class A shares of the Fund on not more than sixty (60) days' written notice to any other party to the agreement); and

B.That such agreement shall terminate automatically in the event of its assignment.

11.While the Plan is in effect, the Fund’s Board shall satisfy the fund governance standards as defined in Securities and Exchange Commission Rule 0-1(a)(7) under the Act.

12.This Plan does not require the Manager or Distributor to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of Class A shares.

13.The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to Paragraph 8, for a period of not less than six years from the date of the Plan, or the agreements or such report, as the case may be, the first two years in an easily accessible place.

14.This Plan may not be amended to increase materially the amount of Fees provided for in Paragraph 4 hereof unless such amendment is approved in the manner provided for initial approval in Paragraph 6 hereof and no other material amendment to this Plan shall be made unless approved in the manner provided for initial approval in Paragraph 6(b) hereof.

Page 2 of 4

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Plan as of the first date written above.


			Principal Private Credit Fund I


			By			/s/ Adam U. Shaikh
						Adam U. Shaikh, Vice President, Assistant General Counsel
						and Assistant Secretary

			By			/s/ John L. Sullivan
						John L. Sullivan, Counsel and Assistant Secretary


			Principal Funds Distributor, Inc.


			By			/s/ Jill R. Brown
						Jill R. Brown, President

Page 3 of 4

PRINCIPAL PRIVATE CREDIT FUND I

APPENDIX A

Distribution or Service Fee: 0.25%

Page 4 of 4

PRINCIPAL PRIVATE CREDIT FUND I

Multiple Share Class Plan under the

Investment Company Act of 19401

Effective April 15, 2024

Principal Private Credit Fund I (the “Fund”), a closed-end management investment company operated as an interval fund and managed by Principal Global Investors, LLC (the "Manager"), may from, time to time, issue one or more of the following classes of shares: Class A, Institutional Class, and Class Y shares. The classes offered by the Fund are set forth in the Fund’s registration statement as from time to time in effect. The differences in expenses among these classes of shares, and any applicable exchange features of each class of shares, are set forth below in this Plan. Except as noted below, incurred expenses are allocated among the classes of shares of the Fund based upon the net assets of the Fund attributable to shares of each class. This Plan is subject to change, to the extent permitted by law and by the Fund’s Agreement and Declaration of Trust and By-laws, by action of the board members of the Fund. Further, as used in this Plan, “Prospectus” shall mean the Fund’s prospectus(es) as from time to time in effect together with the Fund’s statement(s) of additional information as from time to time in effect.

CLASS A SHARES

DISTRIBUTION FEES

Class A shares pay distribution and/or service fees pursuant to a Distribution and Shareholder Services Plan (the “Shareholder Services Plan”) adopted by the A share class consistent with Rule 12b-1 under 1940 Act.2 The distribution and/or service fee rates payable by the A share class is set forth in the Shareholder Services Plan and in the Prospectus.

ADMINISTRATIVE SERVICE FEES

The Class A shares do not pay administrative service fees.

SERVICE FEES

The Class A shares do not pay service fees.

TRANSFER AGENCY FEES

Class A shares pay transfer agency fees pursuant to a Transfer Agency Agreement. The transfer agency fees payable by each share class are set forth in the Transfer Agency Agreement and in the Prospectus.

EXCHANGE FEATURES

Shareholders may exchange, in connection with the Fund’s periodic repurchase offers, shares of the Fund for shares of the same class of (i) registered open-end investment companies or (ii) other registered closed-end investment companies that comply with Rule 23c-3 under the 1940 Act and continuously offer their shares at net asset value, that are in the Fund’s group of investment companies, as the board members may from time to time determine, as set forth in the Prospectus, and in compliance with the terms of the Exemptive Notice.

SALES CHARGES

Class A shares are subject to initial sales charges as described in the Prospectus. They are not subject to a contingent deferred sales charge (“CDSC”).

1 This Multiple Share Class Plan (the “Plan”) operates in a manner consistent with Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), which regulates the manner in which an open-end investment company may issue more than one class of voting shares. Although the Fund is not an open-end investment company, it has undertaken to comply with the terms of Rule 18f-3 as a condition of the Exemptive Notice (Release No. 33441) dated April 8, 2019 (the “Exemptive Notice”) and Exemptive Order (Release No. 33466) dated May 6, 2019 (the “Exemptive Order”) under the 1940 Act that permit the Fund to have multiple classes of voting shares.

2 The Shareholder Services Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is not an open-end investment company, it has undertaken to comply with the terms of Rule 12b-1 as a condition of the Exemptive Notice and Exemptive Order under the 1940 Act that permit the Fund to have asset-based distribution fees.

INSTITUTIONAL CLASS SHARES

DISTRIBUTION FEES

The Institutional Class shares do not pay distribution fees.

ADMINISTRATIVE SERVICE FEES

The Institutional Class shares do not pay administrative service fees.

SERVICE FEES

The Institutional Class shares do not pay service fees.

TRANSFER AGENCY FEES

Institutional Class shares pay transfer agency fees pursuant to a Transfer Agency Agreement. The transfer agency fees payable by each share class are set forth in the Transfer Agency Agreement and in the Prospectus.

EXCHANGE FEATURES

SALES CHARGES

The Institutional Class shares are offered at net asset value without an initial sales charge. They are not subject to a CDSC.

CLASS Y SHARES

DISTRIBUTION FEES

The Class Y shares do not pay distribution fees.

ADMINISTRATIVE SERVICE FEES

The Class Y shares do not pay administrative service fees.

SERVICE FEES

The Class Y shares do not pay service fees.

TRANSFER AGENCY FEES

Class Y shares pay transfer agency fees pursuant to a Transfer Agency Agreement. The transfer agency fees payable by each share class are set forth in the Transfer Agency Agreement and in the Prospectus.

EXCHANGE FEATURES

SALES CHARGES

The Class Y shares are offered at net asset value without an initial sales charge. They are not subject to a CDSC.

PRINCIPAL PRIVATE CREDIT FUND I

CONTRACTUAL FEE WAIVER AGREEMENT

AGREEMENT to be effective April 16, 2024 by and between Principal Private Credit Fund I (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

The Advisor has contractually agreed to limit the Fund’s expenses (excluding incentive fees, interest expense on fund borrowings (but including other expenses associated with the credit facility), expenses related to fund investments, acquired fund fees and expenses, and tax reclaim recovery expenses and other extraordinary expenses) on certain share classes of the Fund. The reductions and reimbursements are in amounts that maintain total operating expenses at or below certain limits. The limits are expressed as a percentage of average daily net assets attributable to each respective class on an annualized basis. The expenses borne by the Advisor are subject to reimbursement by the Fund through the current fiscal year end and the previous two fiscal years, provided no reimbursement will be made if it would result in the Fund exceeding the total operating expense limits. The operating expense limits are attached on Schedule A to this Agreement.

The Agreement embodies the entire agreement of the Parties relating to the subject matter hereof. This Agreement supersedes all prior agreement and understandings, and all rights and obligations thereunder are hereby canceled and terminated. No amendment or modification of this Agreement will be valid or binding unless it is in writing by the Parties.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each Party agrees that electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed effective as of the day and year first written above.

PRINCIPAL PRIVATE CREDIT FUND I

PRINCIPAL GLOBAL INVESTORS, LLC

By:

/s/ Adam U. Shaikh

By:

/s/ Justin Lange

Name:

Adam U. Shaikh

Name:

Justin Lange

Title:

Vice President and Assistant General Counsel

Title:

Chief Compliance Officer – Principal Asset Management

By:

/s/ Beth C. Wilson

By:

/s/ George Djurasovic

Name:

Beth C. Wilson

Name:

George Djurasovic

Title:

Vice President and Secretary

Title:

Vice President and General Counsel – Principal Asset Management

SCHEDULE A

Fund

Class A

Institutional Class

Class Y

Expiration

Principal Private Credit Fund I

2.60%

2.30%

2.10%

July 31, 2025

Principal Private Credit Fund I

711 High Street, Des Moines, IA 50392

515 247 5111 tel

May 29, 2024

RE: Registration Statement on Form N-2

Pursuant to Securities Act of 1933

Registration No. 333-278716

I am familiar with the organization of Principal Private Credit Fund I (the "Fund") under the laws of the State of Delaware and have reviewed the above-referenced Registration Statement Amendment No. 1 (the "Registration Statement") filed with the Securities and Exchange Commission relating to the offer and sale of an indefinite number of shares of the Fund's Common Stock (the "Shares"). Based upon such review as I have deemed necessary, I am of the opinion that the Fund's Shares proposed to be sold pursuant to Pre‑Effective Amendment No. 1 to the Registration Statement, when the amendment becomes effective, will have been validly authorized and, when sold in accordance with the terms of the amendment and the requirements of federal and state law, will have been legally issued, fully paid and non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ John L. Sullivan

John L. Sullivan

Counsel and Assistant Secretary, Registrant

Attachments

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions “Service Providers” and “Independent Registered Public Accounting Firm” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information, each dated May 29, 2024, and each included in this Pre-Effective Amendment No. 1 to the Registration Statement (Form N-2, File No. 333-278716) of Principal Private Credit Fund I (the “Registration Statement”).

We also consent to the use of our report dated April 1, 2024, with respect to the financial statements of Principal Private Credit Fund I, LLC for the period February 1, 2024 through February 29, 2024, included in this Registration Statement, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Des Moines, Iowa

May 29, 2024

April 11, 2024

Ms. Barbara Wenig, President

Principal Private Credit Fund I

711 High Street

Des Moines, IA 50392

Dear Ms. Wenig

Principal Life Insurance Company (“PLIC”) intends to purchase the following shares of Principal Private Credit Fund I (the “Fund”):


Fund Name	Purchase Amount	Shares Purchased

Principal Private Credit Fund I - Class A	$10,000	1,000
Principal Private Credit Fund I - Institutional Class	$10,000	1,000
Principal Private Credit Fund I - Class Y	$41,118,920	4,111,892

Each Fund share has a par value of $0.00 and a price of $10.00 per share. In connection with PLIC’s purchase of these Fund shares, PLIC represents and warrants that it will purchase such Shares as an investment and not with a view to resell, distribute, or redeem.

PRINCIPAL LIFE INSURANCE COMPANY

/s/ Karl Goodman

Karl Goodman

Assistant General Counsel

/s/ Alan Kress

Alan Kress

Assistant General Counsel

Appendix B: Code of Ethics

Effective: January 1, 2024

Last Reviewed: October 2023

I. REGULATORY REQUIREMENT

The investment advisers, investment companies, distributor companies and service companies listed in Addendum A (collectively, the Firm) have adopted this Code of Ethics, establishing a standard of conduct for Firm Employees.

This Code of Ethics (the Code) establishes a standard of conduct for Firm employees by:

• Providing clear guidance to all employees that the Firm's Clients' interests come first - ahead of all personal interests;

• Providing policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 40 Act; and

• Seeking to avoid conflicts of interests, or the appearance of such conflicts, when officers, directors, supervised persons, employees and other persons of the Firm own or engage in transactions involving securities.

The Code applies to persons deemed to be Access Persons of the Firm, as defined below under Definitions. Access Persons include any officer, director, employee or other person of the Firm. Unless otherwise determined by PGI Compliance, Access Persons also includes positions held by consultants, contractors, temporary employees, interns, co-op students, and Principal Financial Group (Principal) Human Resources and Legal staff supporting the Firm.

Please see the Addenda for a custom Principal Funds Access Person definition applicable to the Funds, as well as other custom provisions applicable to certain entities of the Firm.

The Code is supplemental to the Principal Corporate Global Code of Conduct which can be found on

Principal Passport.

II. STANDARDS OF BUSINESS CONDUCT

The following standards of business conduct shall govern personal investment activities of Access Persons and interpretation and administration of this Code:

• The interests of the Firm's Clients must be placed first at all times;

• Access Persons must act honestly and fairly and with due skill, care and diligence in the best interest of Firm clients and the integrity of the market;

• Access Persons have an obligation to observe just and equitable principals of trading;

• All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility;

• Access Persons should not take advantage of their positions; and

• Access Persons must comply with applicable Federal Securities Laws.

The Code does not attempt to identify all possible conflicts of interests, and literal compliance with each of its specific provisions will not shield Access Persons from liability for personal trading or other conduct that violates a fiduciary duty to the Firm's Clients.

Ill. PROTECTION OF MATERIAL NON-PUBLIC INFORMATION

Access Persons must review and comply with the Insider Trading Policy.

It is unlawful to trade in any security based on material nonpublic (or inside) information or to disclose such information to others who may profit from it. This applies to all types of securities, including equities, options, debt, and mutual funds. All Access Persons will keep information pertaining to Clients' portfolio transactions and holdings confidential. No person with access to securities recommendations or pending securities transactions and Client portfolio holdings should disclose this information to any person unless such disclosure is made in connection with the person's regular functions or duties. Additionally, Access Persons with knowledge about the composition of a creation basket are prohibited from disclosing such information to any other person (except as authorized in the course of their employment) until such information is made public. All possible care should be taken to avoid discussing confidential information with anyone who would not normally have access to such information.

IV. PERSONAL ACCOUNT REPORTING

Access Persons must report all Covered Accounts (Accounts) in which they have Beneficial Ownership of any Reportable Security (Security) or Reportable Fund or are capable of holding such Securities at the start of their employment, upon opening of a new account and annually thereafter.

Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (Exchange Act) when determining whether a person is a beneficial owner of a Security.

For example, the term Beneficial Ownership shall encompass:

• Securities in the person's own Accounts;

• Securities owned by members of the person's immediate family sharing the same household;

• A person's proportionate interest in the portfolio of Securities held by a partnership, trust, corporation or other arrangements; and

• Securities a person might acquire or dispose of through the exercise or conversion of any derivative Security (e.g. an option, whether presently exercisable or not).

Security shall have the meaning set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the 40 Act including, but not limited to fixed income securities such as bonds and notes, equity securities such as stocks and exchange traded funds (ETF), derivatives such as options and futures, unit investment trusts (UIT), and private investments.

I. New Accounts

New Accounts must be opened with brokerage firms that provide electronic data feeds unless otherwise pre-approved by PGI Compliance. This does not apply to ex-U.S. Accounts or Discretionary Accounts. Please refer to Addendum F for a current list of brokers that provide electronic feeds. Associated Persons of Principal Funds Distributor have an additional requirement to pre-clear the opening of new accounts.

II. Discretionary Accounts

Discretionary Accounts are reportable and require Access Persons to provide a copy of the managed account agreement to PGI Compliance. The discretionary managed account agreement outlines trading discretion authority granted to another party (individual, entity or money manager), which allows them to buy/sell Securities without the Account owner's consent for each trade. A Discretionary Account is sometimes referred to as a "managed" or "blind-managed" account.

Discretionary Accounts are exempt from the pre-clearance requirement, 30 day holding period, quarterly transaction reports and initial public offerings prohibition provisions of the Code if the Access Person does not have Direct or Indirect Influence or Control over the account.

Ill. Crypto-Asset Accounts

Crypto-Asset Accounts and their digital asset holdings are reportable. This would include investments in cryptocurrency (e.g. Bitcoin, Ethereum, Dogecoin, Shiba INU), initial coin offering (ICO), distributed ledger technology, blockchain and/or any related products and pooled investment vehicles. Crypto Asset Accounts that are not capable of holding Reportable Securities are exempt from the trade pre clearance requirement, 30 day holding period, and quarterly transaction reports provisions of the Code. An Account summary must be provided upon request from PGI Compliance.

IV. Principal Fund Accounts

Principal Fund Accounts are reportable and include Principal Funds that are open-end mutual funds (including underlying sub-accounts within Principal Variable Life and Variable Annuity contracts) and closed-end investment companies operated as interval funds.

Principal Funds are subject to the initial and annual reporting requirements; however, they are exempt from pre-clearance and the 30-calendar day holding period. Notwithstanding the exemption from the 30 calendar day holding period, trustees, beneficial owners of more than 10%, and certain designated Executive Officers of Principal Diversified Select Real Asset Fund and any other closed end interval fund managed by PGI or its affiliates, generally must disgorge, under Section 16 of the Exchange Act, any profit realized by such person from any purchase and sale, or any sale and purchase, of any equity security of such fund (or a security based swap agreement involving such equity security) within any period of less than six (6) months.

V. Individual Retirement Accounts

Individual Retirement Accounts (IRAs) that are capable of holding Reportable Securities or Reportable Funds are reportable and subject to all provisions of the Code.

VI. TreasuryDirect Accounts

TreasuryDirect Accounts are exempt from reporting, pre-clearance and holding period requirements.

VII. Private Investments

Private Investment are reportable and may only be acquired or sold with prior approval of the Access Person's supervisor and PGI Compliance. Pre-approval requests for private investments can be submitted within the FIS Protegent Personal Trading Assistant (PTA) system under the Available Forms section.

VIII. Former Employer Human Resources (HR) Benefit Plans

HR Benefit Plans held with former employers are reportable and subject to all provisions of the Code if they are capable of holding Reportable Securities (i.e. self-directed brokerage account windows).

IX. Principal HR Benefit Plans

The Principal Select Savings Plan is exempt from reporting, pre-clearance and holding period requirements.

The Principal Select Savings Plan's self-directed brokerage account option, Schwab Personal Choice Retirement Account® (PCRA), is reportable and subject to all provisions of the Code.


Principal Select Savings Plan 401 (k) and Self-Directed Brokerage Option
Account	Accessible Via	Reportable	Trade Preclearance
Principal Select Savings 401(k)	Principal.com	No	No
Schwab Personal Choice Retirement Self-Directed Brokerage Account	Schwab.com	Yes	Yes

Holdings in a Morgan Stanley StockPlan Connect Account that have not vested or exercised are exempt from reporting, pre-clearance or holding period requirements. This includes the Principal Employee Stock Purchase Plan (ESPP), Excess Plan, Restricted Stock Units (RSU), Stock Option Awards, Stock Options, Broad-based Options, and Performance Share Awards.

Access Persons have the option to link an E*Trade Securities brokerage account to the Morgan Stanley Stock Plan Connect Account. Once shares have vested or exercised in the Morgan Stanley Stock Plan Connect Account, the shares will be swept to the E*Trade Securities brokerage account.

E*Trade Securities brokerage accounts are reportable, and all provisions of the Code will apply to the account and its holdings, including Principal Financial Group, Inc. stock (PFG stock).

Some Access Persons may be ineligible to open an account at E*Trade for the purpose of linking to Morgan Stanley or simply elect not to open an E*Trade account.


Principal Employee Stock Purchase Plan (ESPP), Excess Plan, Restricted Stock Units (RSUs), Stock Option Awards, Broad-based Options, Performance Share Awards
Account	Accessible Via	Reportable	Trade Preclearance
Morgan Stanley StockPlan Connect Account	Stockplanconnect. MorganStanley.com	No	No
E*Trade Brokerage Account (linked to StockPlan Connect Account)	Etrade.com	Yes	Yes

Access Persons with the High Deductible Health Insurance Plan may be eligible to open a Health Savings Account (HSA) through Optum Bank. Once the HSA reaches a certain designated balance, Access Persons may choose to invest a portion of their HSA dollars.

The digitally managed HSA through Betterment is reportable and subject to all provisions of the Code. Additionally, a copy of the discretionary managed account agreement must be on file with Compliance.

The self-managed mutual fund HSA through Optum Bank is exempt from reporting, pre-clearance and holding period requirements.


Health Savings Account via Optum Bank
Account	Accessible Via	Reportable	Trade Preclearance
HSA - ETF portfolio managed by Betterment	MyUHC.com or Betterment.com	Yes	No
HSA- self managed mutual fund portfolio	MyUHC.com	No	No

V. PERSONAL SECURITY TRANSACTIONS

All personal security transactions must be conducted in a manner consistent with the Standards of Business Conduct outlined in this Code.

I. PFG Stock

All reporting, pre-clearance, and holding period requirements apply to transactions in PFG stock. For exceptions related to employee benefit plans, refer to Personal Account Reporting - Principal HR Benefit Plans.

II. Pre-Clearance Approval

Pre-clearance approval from PGI Compliance is required for personal Security transactions prior to executing or entering into any buy or sell transaction. Transactions for which pre-clearance has been denied may not be executed.

Pre-clearance approval:

• Is valid for 2 business days (meaning the current day and next business day). If the trade is not executed within 2 business days, the Access Person must submit a new pre-clearance request.

• Applies to all market and limit orders, good-till-cancel orders, and stop loss orders.

• Is not required for Exempted Securities or Exempted Transactions. Please refer to those listed below.

Access Persons can submit a pre-clearance request online within the PTA system, which is available on a secure internet browser with user login credentials at https://principal.ptaconnect.com/. Should an Access Person not have access to the PTA system, the person may call or email pre-clearance requests to PGI Compliance either directly or through use of a pre-approved delegate or proxy.

Ill. Restricted and Prohibited Transactions

The following personal Securities transaction are restricted and prohibited transactions; accordingly, you may not:

• Execute a Security transaction without pre-clearance approval, if required.

• Acquire any Security in an initial public offering (IPO).

• Sell short any Security.

• Participate in Investment Clubs.

• Sell a Security in less than 30 calendar days after purchase date for a profit (T+30).

o The 30-calendar day holding period does not apply to sales at a loss.

o Any sales at a loss cannot be re-established (buy back) in the next 30 calendar days.

o If sold at a profit prior to the expiration of the 30-calendar day period, the transaction will be a Code violation, and any profits realized may be disgorged to a charitable organization designated by the Firm.

• Buy a Security at a lower price in less than 30 calendar days after sale date (buy back).

• Purchase or write derivatives (such as stock options, futures on indices and options and futures on commodity, credit, currency, equity, interest rate and volatility) if the expiration date is less than 30 calendar days from the purchase date.

o No derivative position may be closed less than 30 calendar days from the date it is established.

o This does not apply to stock options that are part of a hedged position where the underlying stock is held long.

• Engage in financial spread betting and contracts of difference. These types of derivative contracts involve taking or placing a bet on the price movement of a security, index, currency, commodity or other financial product.

• Loan money to individuals or entities as an investment or business transaction. Note: this does not apply to personal loans to family.

• Purchase PFG stock on margin, short sell PFG stock, or trade PFG put or call options, or other instruments noted in the Principal Insider Trading Policy.

• Purchase or sell a Security at all, when so determined by the Chief Compliance Officer, in the CCO's discretion.

IV. Exempt Securities

Securities listed below are exempt from the reporting, pre-clearance, and holding period requirements:

• Direct Obligations of the Government of the United States such as Treasury Bills, Notes, and Bonds

• Banker's acceptances

• Bank certificates of deposit

• Commercial paper

• High quality short-term debt instruments, including repurchase agreements

• Money market funds

• Open-end mutual funds with outside fund companies that are not advised or sub-advised by the Firm or its affiliates. Open-end mutual funds always have a five-letter symbol ending in an "X."

o This exemption applies to funds used in 529 Plans that are registered as municipal securities and only offer open-end mutual funds or securities designed to mirror the structure of open-end mutual funds as underlying investment options.

o This exemption does not apply to ETFs, I-Shares (i.e. BlackRock) and closed-end funds. All ETF transactions must be pre-cleared and are subject to the Personal Securities Transactions requirements listed above.

• Shares issued by unit investment trusts (UIT) that are invested exclusively in one or more open-end mutual funds, none of which are advised or sub-advised by the Firm or its affiliates.

V. Exempt Transactions

The transactions listed below are exempt from the pre-clearance requirement only. All other reporting and holding period requirements apply.

• De minimis transactions of 50 shares or less and under $500 in value of a Security in aggregate within a 30-calendar day period.

• Transactions in Reportable Funds.*

• Transactions in Principal Funds that are open-ended mutual funds (including underlying subaccounts of Principal Variable Life and Variable Annuity Contracts).*

• Securities acquired through an employer-sponsored automatic payroll deduction plan. However, any sale transaction must be pre-cleared and reported.

• Reinvestment of dividends under a dividend reinvestment plan or in an automatic investment plan for purchase of Securities already owned and pre-cleared. Note, any sale transaction must be pre-cleared as those are not part of a plan.

• Transactions effected by an issuer pro rata of a class of Securities already owned, such as stock splits, stock dividends or the exercise of rights, warrants or tender offers (e.g. corporate actions).

• Transactions which are non-volitional on the part of the Access Person. Transactions in an account over which the Access Person has no direct or indirect influence or control (e.g. assignment of management discretion in writing to another party).

* Reportable Funds and Principal Funds are not subject to the 30-calendar day holding period. Notwithstanding this exemption from the 30 calendar day holding period, trustees, beneficial owners of more than 10%, and certain designated Executive Officers of Principal Diversified Select Real Asset Fund and any other closed end interval fund managed by PG/ or its affiliates, generally must disgorge, under

Section 16 of the Exchange Act, any profit realized by such person from any purchase and sale, or any sale and purchase, of any equity security of such fund (or a security based swap agreement involving such equity security) within any period of less than six (6) months.

VI. Special Rules for Portfolio Managers and Investment Personnel

A Portfolio Manager's personal Security trading shall have no effect on Client portfolio decisions or ability to trade.

• No Portfolio Manager may personally transact Securities that are held or traded in actively managed portfolios for which they are responsible.

• Portfolio Managers must obtain pre-clearance approval to trade Reportable Funds and Principal Funds (including open-end mutual funds, closed-end investment companies operated as interval funds, and ETFs) they manage.

• Certain individuals with roles that have real-time trading data of portfolios may not personally purchase or sell a Security or its underlying securities within 7 calendar days before and after a portfolio has transacted in the same security. This blackout period is a total of 15 calendar days, which includes the full 7 calendar days before, after, and including the Client portfolio trade date.

VI. REPORTING AND CERTIFCATION REQUIREMENTS

I. Initial and Annual Certification

Within 10 calendar days of hire or identification, all Access Persons must initially certify and acknowledge they have read and understand the Code and the Insider Trading Policy and its applicability to them, and that they will comply with the requirements. Thereafter, annual certification will be required no later than 30 calendar days after each calendar year-end. PGI Compliance will ensure each Access Person receives a copy of the Code and any material amendments thereto, which are available on Principal Passport.

II. Holdings and Accounts Reports

The Initial Holdings and Accounts report must be submitted within 10 calendar days after becoming an Access Person, with the Reportable Securities information being current as of a date no more than 45 calendar days prior to the date of becoming an Access Person. Thereafter, Annual Holdings and Accounts reports are required no later than 30 calendar days after each calendar year-end with information being no more than 45 calendar days prior to the report being submitted.

The Security holdings report must contain the following information:

• Security name, number of shares, exchange ticker symbol/ CUSIP/ISIN and principal amount;

• Name of the firm at which Securities are held; and

• Date which the Access Person submits the report.

The Quarterly Transactions report must be submitted no later than 30 calendar days after the end of each calendar quarter. This report will list all Security transactions during the previous calendar quarter in Reportable Securities, which excludes exempted transactions and exempted securities set forth above.

The Quarterly Transactions report must contain the following information:

• Date of the transaction;

• Security name, number of shares, exchange ticker symbol/CUSIP/ISIN and principal amount of each Security executed;

• Nature of the transaction (e.g., buy or sell);

• Price at which the transaction was effected;

• Name of the firm through which the transaction was effected; and

• Date which the Access Person submits the report.

Upon reporting of Securities and Accounts, Compliance will request duplicate copies of Account statements and transaction confirmations from the investment firm (commonly referred to as broker) either electronically or paper. Ex-U.S. and other Account statements and transaction reporting may need to be obtained from the Access Person if the investment firm will not provide.

VII. FAILURE TO REPORT OR COMPLY

Upon discovering a violation of the Code, PGI Compliance will work with the Access Person's leader to recommend a sanction as determined appropriate, and the leader will then work with appropriate persons to impose such sanction. Sanctions may include a verbal warning, retraining session, written warning, disgorgement of profits, suspension from personal trading, or other sanctions, up to and including suspension or termination of employment.

Access Persons must report any violations of the Code or applicable laws promptly to the Chief Compliance Officer (or designee). This includes self-reporting if you commit a violation. Anyone who, in good faith, raises an issue regarding a possible violation of law, regulation, or company policy, or any suspected illegal or unethical behavior, will be protected from retaliation. Access Persons can also report violations or suspected violations to the Ethics Hotline at 1-888-858-4433, through the Principal Unethical or Fraudulent Activity Reporting Form, or through the Principal Whistleblower policy, which is available on Principal Passport.

The Chief Compliance Officer has the authority to interpret the Code and grant exceptions when appropriate. PGI Compliance will maintain a system for the regular review of all reports of personal Reportable Securities transactions and holdings under this Code.

Annually, individuals charged with the responsibility for monitoring compliance with this Code will prepare a written report to the Board of Directors that, at a minimum, will include:

• Certification that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code;

• Identification of material violations and sanctions imposed in response to those violations during the past year;

• Description of issues that arose during the previous year under the Code; and

• Recommendations, if any, as to changes in existing restrictions or procedures based upon experience with this Code, evolving industry practices, and changes and developments in applicable laws or regulations.

VIII. CONTACTS


NAME	CONTACT
Kim Keating	MS Teams	Keating.Kim@Principal.com
Monica Mencia	(515) 878-0724	Mencia.Monica@Principal.com
Sue Harrington	(515) 878-0901	Harrington.Sue@Principal.com
Justin Lange Chief Compliance Officer	(515) 878-6206	Lange.Justin@Principal.com

IX. DEFINITIONS

Access Person means any officer, director, employee or other person of the Firm, as well other any other person, who (i) has access to nonpublic information regarding any client's purchase or sale of Securities; (ii) has access to nonpublic information regarding the portfolio holdings of any client or affiliated mutual funds; or (iii) is involved in making Security recommendations to clients or has access to such recommendations that are nonpublic. This includes positions held by consultants, contractors, temporary employees, interns, co-op students and Principal HR and legal staff supporting the Firm. All Firm employees are deemed to be Access Persons unless otherwise determined by Compliance to be specifically exempted as an Exempt Access Person.

Beneficial Ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Exchange Act when determining whether a person is a beneficial owner of a Security. For example, the term Beneficial Ownership shall encompass: (1) Securities in the person's own Accounts; (2) Securities owned by members of the person's immediate family sharing the same household; (3) A person's proportionate interest in the portfolio of Securities held by a partnership, trust, corporation or other arrangements; and (4) Securities a person might acquire or dispose of through the exercise or conversion of any derivative Security (e.g. an option, whether presently exercisable or not).

Covered Account (Account) means any investment account or any other type of account that holds or is capable of holding Securities. The Account's tax status has no impact on whether an account qualifies as an Account.

Crypto-Asset means an investment in cryptocurrency (e.g. Bitcoin, Ethereum, Dogecoin, Shiba INU), initial coin offering (ICO), distributed ledger technology, blockchain and/or any related products and pooled investment vehicles.

Direct or Indirect Influence or Control means the ability to influence or control, directly or indirectly, specific investment decisions within an investment account, including (i) suggesting purchases or sales of specific investments to a trustee or third-party discretionary manager of an account, (ii) directing purchases or sales of specific investments in an account, and (iii) consulting with the trustee or third party discretionary manager of an account as to the purchase, sale or status of specific investments to be made in the account. Account statements must be provided up on request from PGI Compliance.

Exempt Access Person refers to specific personnel deemed to be exempt from the personal trading provisions of the Code and Compliance Manual, specifically, if a Board Director does not have (i) access to nonpublic information regarding any client's purchase or sale of Securities; (ii) access to nonpublic information regarding the portfolio holdings of any client or affiliated mutual funds; and/or (iii) involvement in making Security recommendations to clients or have access to such recommendations that are nonpublic; the CCO may deem such person to be an Exempt Access Person. The CCO (or designee) will notify any Exempt Access Person of such designation. Exempt Access Person are relieved from personal trading provisions of the Code and Compliance Manual. PGI Compliance will maintain a list of any Exempt Access Persons and will review such list on an annual (or otherwise more frequent basis).

Federal Securities Laws refers to any one or more of the laws that govern the securities industry, such as the: Securities Act of 1933 (Securities Act), Securities Exchange Act of 1934 (Exchange Act), Trust Indenture Act of 1939 (Indenture Act), Investment Company Act of 1940 (40 Act), Investment Advisers Act of 1940 (Advisers Act), Sarbanes-Oxley Act of 2002 (SOX), Title V of the Gramm-Leach Bliley Act (GLB), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd Frank), Jumpstart Our Business Startups Act of 2012 (JOBS Act), and any rules and regulations adopted by the U.S. Securities and Exchange Commission (SEC) under any of these statutes, as well as the Bank Secrecy Act (BSA, as it applies to funds and investment advisers), and any rules and regulations adopted thereunder by the SEC or the U.S. Department of the Treasury.

Investment Club means a group of individuals who combine their funds for the purpose of making investments and/or advancing their investment education. Participation in Investment Clubs is prohibited under this Code.

Investment Personnel means the Portfolio Managers, Traders, Charles River Trade Support staff, Compliance Department staff, any individual with authorization to send/direct a trade on client portfolios, or any individual at the discretion of the Chief Compliance Officer.

Loans mean either secured or unsecured arrangements (documented or undocumented) where an individual or entity finances a sum of money that must be repaid (with or without interest) at some point in the future. For purposed of the Code, loans to family members are excluded from this definition.

Portfolio Manager means an individual entrusted with the direct responsibility and authority to make investment decisions for or affecting the portfolios of clients.

Private Investments generally, private investments involve the sale of Securities to a relatively small number of qualified investors in a private transaction, rather than through an exchange or over-the counter market. Private investments may not have to be registered with the SEC and, in many cases, detailed financial information is not disclosed. Examples include, but are not limited to, limited partnerships, hedge funds and private equity transactions.

Reportable Fund means (i) any fund for which the Firm serves as an investment advisor, as defined by the 40 Act; or (ii) any fund whose investment advisor or principal underwriter controls the Firm, is controlled by the Firm, or is in common control with the Firm.

Reportable Security, or Security shall have the meaning of Security as set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the 40 Act. Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. General types (although not all inclusive) include fixed income securities, such as bonds and notes; equity securities, such as stocks and exchange-traded funds (ETFs); derivatives, such as options and futures; unit investment trusts (UITs); and private investments.

Addendum A

CODE OF ETHICS

FIRM ENTITIES


Together, the Firm
Together, the Advisers			Principal Global Investors, LLC (PGI)
			Principal Global Investors (Australia) Limited (PGIA)
			Principal Global Investors (Dubai)
			Principal Global Investors (Europe) Limited (PGIE)
			Principal Global Investors (Japan) Limited (PGIJ)
			Principal Global Investors (Singapore) Limited (PGIS)
			Principal Global Investors (Ireland) and PGI (EU)
			Principal Real Estate Investors, LLC (PrinRE)
			Principal Real Estate Europe Limited (PrinRE EU)
			Principal Enterprise Capital, LLC (PEC)
			Principal Asset Management Company (Asia) Limited (PAM Asia)
Together, the Principal Funds			Principal Funds, Inc.
			Principal Variable Contracts Funds, Inc.
			Principal Exchange Traded Funds
			Principal Diversified Select Real Asset Fund
			(and any other continuously offered registered closed-end management investment company that may be organized in the future for which PGI or any entity controlling, controlled by, or under common control with PGI, or any successor in interest to any such entity, acts as investment adviser and which operates as an interval fund pursuant to Rule 23c-3 under the 40 Act or provides periodic liquidity with respect to its Shares pursuant to Rule 13e-4 under the Exchange Act.
PFD			Principal Funds Distributor, Inc. (PFD)

Addendum B

CODE OF ETHICS

PRINCIPAL FUNDS ACCESS PERSON PROVISIONS

The following provisions shall be substituted into the Code, where applicable, for the Principal Funds.

Principal Funds Access Person

Any individual identified as an officer or director of the Principal Funds or PGI; an officer or director of PFD; or an officer or director of any company controlling PGI who makes, participates in, or obtains information regarding the purchase or sale of Principal Funds Securities in such individual's regular functions or duties or whose functions relate to the recommendations of such purchases or sales; any employee, temporary employee and contract employee of the Principal Funds or the Principal Funds' Adviser who, in connection with such individual's regular functions or duties, has access to certain nonpublic information concerning the Principal Funds' purchase or sale of Securities or portfolio holdings or who is involved in making Securities recommendations to a Fund.

Principal Funds Special Rules Applicable to Independent Directors/Trustees

Under Rule 17j-1 of the 40 Act, an Access Person who is an Independent Director/Trustee of the Principal Funds and who would be required to make a report solely by reason of being a Principal Funds Director/Trustee need not make an initial holdings or an annual holdings report. In addition, an Independent Director/Trustee need not provide a quarterly transaction report unless the Independent Director/Trustee knew, or in the ordinary course of fulfilling such individual's official duties as a Principal Funds Director/Trustee, should have known, that during the 15-day period immediately before or after the Independent Director's/Trustee's transaction in a Security, a Principal Fund purchased or sold the Security, or the Principal Funds' Adviser or sub-adviser considered purchasing or selling the Security.

With respect to the Interval Fund(s), the trustees, beneficial owners of more than 10%, and certain designated Executive Officers of the Interval Fund(s), have certain reporting obligations regarding ownership of Interval Fund(s) shares under Section 16 of the Exchange Act. Such reporting will occur outside of the administration of this Code.

Principal Funds Administration

The Principal Funds rely upon PGI Compliance to administer the Code. It is the requirement of Principal Funds that PGI Compliance report material violations of the Code by Principal Funds Access Persons to the Principal Funds Chief Compliance Officer (or his or her designee).

No less than annually, Principal Funds Compliance will prepare a written report to the Principal Funds Board of Directors that, at a minimum, will include:

• A certification that the Principal Funds have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and

• A description of issues that arose under the Code since the last report to the Board, including information about material violations and sanctions imposed in response to those violations.

Addendum C

CODE OF ETHICS

PrinRE ACCESS PERSON PROVISIONS

The following provision shall be added to the Personal Account Reporting section of the Code for PrinRE and shall apply to all PrinRE personnel who are not associated persons of a broker-dealer. For associated persons, real estate investment property must be reported under the outside business activities guidelines.

Real Estate Investment Property

Real Estate Investment Property is reportable and may only be acquired or sold with prior approval of the PrinRE Access Person's supervisor and Compliance. Pre-approval request for real estate investment property can be submitted within the PTA system under the Available Forms section.

The following property types are exempt from reporting and pre-approval:

• Single-family residential property;

• Vacation residential property;

• Multi-family residential complex property with less than 20 units (examples include apartments and condos); and

• Farmland property zoned and operated as agricultural.

Addendum D

CODE OF ETHICS

PrinRE EU ACCESS PERSON PROVISIONS

The following provision shall be added to the Personal Account Reporting section of the Code for PrinRE EU.

PrinRE EU has adopted this Advisers Code in its entirety. Although this Code is U.S. centric, PrinRE EU staff must adhere to its provisions. References to U.S. federal and state law and regulations will apply in PrinRE EU where relevant but, where not relevant, PrinRE EU staff should apply European, local U.K./German/French law and regulations such as MiFID II and AIFMD.

Real Estate Investment Property

Real Estate Investment Property is reportable and may only be acquired or sold with prior approval of the PrinRE EU Access Person's supervisor and Compliance. Pre-approval request for real estate investment property can be submitted within the PTA system under the Available Forms section.

The following property types are exempt from reporting and pre-approval:

• Single-family residential property;

• Vacation residential property;

• Multi-family residential complex property with less than 20 units (examples include apartments); and

• Farmland property zoned and operated as agricultural.

Addendum E

CODE OF ETHICS

PGIS ACCESS PERSON PROVISIONS

The following provision shall be added to the Personal Security Transactions section of the Code for PGIS.

Exempted Securities listed below are exempt from the reporting, pre-clearance and holding period requirements:

• Singapore Savings Bond

• Singapore Government Securities (SGS) Bonds

• Singapore Treasury Bills (SGT-bills)

Addendum F

CODE OF ETHICS

ELECTRONIC FEED BROKERS


ELECTRONIC FEED BROKERS as of October 2022
Ameriprise
Charles Schwab
Citi Personal Wealth Management
E*Trade Securities
Edward Jones
Fidelity Investments
InteractiveBrokers
Janney Montgomery
J.P. Morgan Securities
LPL Financial
Merrill Lynch
Morgan Stanley
Northwestern Mutual
Principal Securities
Raymond James
RBC Wealth Management
Stifel
T.Rowe Price
TD Ameritrade
UBS
USAA Investments
Vanguard Group
Voya Financial
Wells Fargo Advisors