Trustees and Officers
Under Delaware law, a Board of Trustees oversees the Trust. The Trustees have financial or other relevant experience and meet several times during the year to review contracts, Trust activities and the quality of services provided to the Trust. Each trustee also has the same position with Principal Funds, Inc. and Principal Variable Contracts Funds, Inc. which are also sponsored by Principal Life Insurance Company. Each trustee holds office for an indefinite term or until reaching age 72. Trustees considered to be “interested persons” as defined in the Investment Company Act of 1940, as shown below are considered to be interested because of an affiliation with the Manager and Principal Life Insurance Company.
The following Trustees are considered not to be “interested persons” as defined in the 1940 Act
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Number of
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Name,
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Portfolios in Fund
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Other Directorships
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Position Held with the Trust,
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Principal Occupation(s)
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Complex Overseen
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Held by Trustee
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Year of Birth
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During past 5 years
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by Trustee
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During Past 5 Years
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Elizabeth Ballantine
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Principal, EBA Associates
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127
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Durango Herald, Inc;
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Trustee since 2014
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McClatchy
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Member, Nominating and Governance
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Newspapers, Inc.
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Committee
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1948
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Leroy T. Barnes, Jr.
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Retired.
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127
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McClatchy
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Trustee since 2014
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Newspapers, Inc.;
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Member, Audit Committee
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Frontier
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Member, Nominating and Governance
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Communications, Inc.;
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Committee
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formerly, Herbalife
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1951
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Ltd.
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Craig Damos
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President, C.P. Damos Consulting
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127
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None
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Trustee since 2014
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LLC
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Member, 15(c) Committee
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Member, Audit Committee
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Member, Executive Committee
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1954
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Mark A. Grimmett
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Formerly, Executive Vice President
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127
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None
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Trustee since 2014
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and CFO, Merle Norman Cosmetics,
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Member, 15(c) Committee
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Inc.
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Member, Executive Committee
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Member, Nominating and Governance
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Committee
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1960
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Fritz S. Hirsch
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Formerly, CEO, MAM USA
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127
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MAM USA
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Trustee since 2014
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Member, Nominating and Governance
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Committee
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Member, Operations Committee
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Member, 15(c) Committee
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1951
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Tao Huang
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Retired.
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127
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Armstrong World
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Trustee since 2014
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Industries, Inc. and
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Member, 15(c) Committee
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Equity Lifestyle
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Member, Operations Committee
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Properties, Inc.
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1962
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Karen (“Karrie”) McMillan
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Managing Director, Patomak Global
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127
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None
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Trustee since 2014
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Partners, LLC.
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Member, Operations Committee
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1961
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107
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Number of
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Name,
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Portfolios in Fund
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Other Directorships
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Position Held with the Trust,
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Principal Occupation(s)
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Complex Overseen
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Held by Trustee
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Year of Birth
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During past 5 years
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by Trustee
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During Past 5 Years
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Elizabeth A. Nickels
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Retired
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127
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SpartanNash;
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Trustee since 2015
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formerly: Charlotte
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Member, Audit Committee
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Russe; Follet
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1962
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Corporation;
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PetSmart; Spectrum
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Health Systems
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Mary M. (“Meg”) VanDeWeghe
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CEO and President, Forte Consulting,
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127
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Denbury Resources
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Trustee since 2018
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Inc.
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Inc. and
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Member, Operations Committee
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Helmerich & Payne;
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1959
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Formerly: Brown
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Advisory;
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B/E Aerospace;
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WP Carey;
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Nalco (and its
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successor Ecolab)
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The following Trustees are considered to be “interested persons” as defined in the 1940 Act, because of an affiliation with the Manager and Principal Life.
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Number of
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Name,
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Portfolios in Fund
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Other Directorships
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Position Held with the Trust,
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Principal Occupation(s)
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Complex Overseen
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Held by Trustee
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Year of Birth
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During past 5 years
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by Trustee
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During Past 5 Years
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Timothy M. Dunbar
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Director, PGI (since 2018)
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127
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None
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Trustee since 2019
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President-PGAM, PGI, PLIC, PFSI,
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Chair Member, Executive Committee
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and PFG (since 2018)
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1957
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Chair/Executive Vice President,
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RobustWealth, Inc. (since 2018)
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Director, Post (since 2018)
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Executive Vice President/Chief
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Investment Officer, PLIC, PFSI, and
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PFG (2014-2018)
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Patrick Halter
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Chief Executive Officer and President,
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127
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None
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Trustee since 2017
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PGI (since 2018)
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Member, Executive Committee
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Chief Operating Officer, PGI (2017-
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1959
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2018) Chair, PGI (since 2018)
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Director, PGI (2003-2018)
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Director, Finisterre (since 2018)
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Director, Origin (since 2018)
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Chair, Post (since 2017)
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Chief Executive Officer, Principal-REI
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(since 2005)
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Chair, Principal-REI (since 2004)
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Chair, Spectrum (since 2017)
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Director, CCIP (since 2017)
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Correspondence intended for each Trustee who is other than an Interested Trustee may be sent to 655 9th Street, Des Moines, IA
50392.
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The following table presents officers of the Trust.
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Name,
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Position Held with the Trust,
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Principal Occupation(s)
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Address, and Year of Birth
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During past 5 years
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Randy L. Bergstrom
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Counsel, PGI
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Assistant Tax Counsel
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Counsel, PLIC
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Des Moines, IA 50392
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1955
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Jennifer A. Block
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Vice President and Counsel (2017-2018)
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Deputy Chief Compliance Officer
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Assistant Counsel (2010-2017)
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Des Moines, IA 50392
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Assistant Secretary (2015-2018)
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1973
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Counsel, PGI (2017-2018)
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Counsel, PLIC (2009-2018)
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Counsel, PMC (2009-2017)
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Kamal Bhatia
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President Principal Funds, PFG, PFSI, PLIC (since 2019)
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President, Chief Executive Officer
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Principal Executive Officer, OC Private Capital (2017-2019)
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1972
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Senior Vice President, OppenheimerFunds (2011-2019)
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Tracy Bollin
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Managing Director, PGI (since 2016)
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Chief Financial Officer
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Chief Financial Officer, PFA (2010-2015)
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Des Moines, IA 50392
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Senior Vice President, PFD (since 2015)
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1970
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Chief Financial Officer, PFD (2010-2016)
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Chief Operating Officer and Senior Vice President, PMC
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(2015-2017)
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Director, PMC (2014-2017)
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Chief Financial Officer, PMC (2010-2015)
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Chief Financial Officer, PSI (2010-2015)
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President, PSS (since 2015)
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Chief Financial Officer, PSS (2010-2015)
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Gina L. Graham
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Vice President/Treasurer, PGI (since 2016)
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Treasurer
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Vice President/Treasurer, PFA (since 2016)
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Des Moines, IA 50392
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Vice President/Treasurer, PFD (since 2016)
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1965
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Vice President/Treasurer, PLIC (since 2016)
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Vice President/Treasurer, PMC (2016-2017)
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Vice President/Treasurer, Principal-REI (since 2016)
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Vice President/Treasurer, PSI (since 2016)
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Vice President/Treasurer, PSS (since 2016)
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Laura B. Latham
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Counsel, PGI since 2018
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Assistant Counsel and Assistant
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Prior thereto, Attorney in Private Practice
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Secretary
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Des Moines, IA 50392
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1986
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Diane K. Nelson
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Chief Compliance Officer/AML Officer, PSS (Since 2015)
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AML Officer
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Compliance Advisor, PMC (2013-2015)
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Des Moines, 50392
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1965
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Sara L. Reece
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Director Accounting, PLIC since 2015
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Vice President and Controller
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Assistant Financial Controller, PLIC prior to 2015
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Des Moines, IA 50392
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1975
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Teri R. Root
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Interim Chief Compliance Officer (2018)
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Chief Compliance Officer
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Deputy Chief Compliance Officer (2015-2018)
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Des Moines, IA 50392
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Deputy Chief Compliance Officer, PGI (2017-2018)
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1979
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Vice President and Chief Compliance Officer, PMC
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(2015-2017)
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Vice President, PSS since 2015
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109
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Name,
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Position Held with the Trust,
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Principal Occupation(s)
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Address, and Year of Birth
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During past 5 years
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Britney L. Schnathorst
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Counsel, PLIC since 2013
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Assistant Counsel and Assistant Secretary
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Des Moines, IA 50392
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1981
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Adam U. Shaikh
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Assistant General Counsel, PGI since 2018
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Assistant Counsel
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Counsel, PGI (2017-2018)
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Des Moines, IA 50392
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Counsel, PLIC since 2006
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1972
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Counsel, PMC (2007-2013, 2014-2017)
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John Sullivan
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Counsel, PGI since 2019
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Assistant Counsel and Assistant Secretary
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Prior thereto, Attorney in Private Practice
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Des Moines, IA 50392
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1970
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Dan L. Westholm
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Assistant Vice President/Treasurer, PGI (since 2017)
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Assistant Treasurer
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Assistant Vice President/Treasury, PFA (since 2013)
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Des Moines, IA 50392
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Assistant Vice President/Treasury, PFD (since 2013)
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1966
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Assistant Vice President/Treasury, PLIC (since 2014)
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Assistant Vice President/Treasury, PMC (2013-2017)
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Assistant Vice President/Treasury, PSI (since 2013)
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Assistant Vice President/Treasury, PSS (since 2013)
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Beth Wilson
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Director and Secretary Funds, PLIC
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Vice President and Secretary
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Des Moines, IA 50392
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1956
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Clint L. Woods
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Of Counsel (2017-2018)
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Counsel, Vice President and Assistant Secretary
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Vice President (2016-2017) Counsel (2015-2017)
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Des Moines, IA 50392
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Vice President, PLIC since 2015
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1961
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Associate General Counsel, Governance Officer, and
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Assistant Corporate Secretary, PLIC since 2013
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Jared A.Yepsen
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Counsel, PGI since 2017
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Assistant Tax Counsel
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Counsel, PLIC since 2015
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Des Moines, IA 50392
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Senior Attorney, Transamerica Life Insurance Company
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1981
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(TLIC) (2013-2015)
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The 15(c) Committee assists the Board in performing the annual review of the Trusts advisory and sub-advisory agreements pursuant to Section 15(c) of the 1940 Act.
The Audit Committee selects the independent auditors for the Trust and oversees the activities of the independent auditors as well as the internal auditors. The committee also receives reports about accounting and financial matters affecting the Trust.
The Executive Committee is selected by the Board. It may exercise all the powers of the Board, with certain exceptions, when the Board is not in session. The Committee must report its actions to the Board.
The Nominating and Governance Committee selects and nominates all candidates who are not interested persons of the Trust for election to the Board. The committee also oversees the structure and efficiency of the Board of Trustees and the committees the Board establishes.
The Operations Committee oversees the provision of administrative and distribution services to the Trust, communications with the Trusts shareholders, and provides review and oversight of the Trusts operations.
Additional information about the Trust is available in the Prospectuses dated November 1, 2019 and the Statements of Additional Information dated November 1, 2019. These documents may be obtained free of charge by writing Principal Exchange-Traded Funds, c/o ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203 or telephoning 1-800-787-1621. The prospectuses may be viewed at www.PrincipalETFs.com.
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PROXY VOTING POLICIES
A description of the policies and procedures the Trust uses to determine how to vote proxies relating to portfolio securities and the results of the proxy votes for the most recent twelve months ended June 30 may be obtained free of charge by telephoning 1-800-787-1621, or on the SEC website at www.sec.gov.
SCHEDULES OF INVESTMENTS
The Trust files complete schedules of investments with the Securities and Exchange Commission as of March 31 and September 30 of each year as a part of Form N-PORT. The Trust’s Form N-PORT can be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. or on the Commission’s website at www.sec.gov. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090.
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM
On June 1, 2019, a Liquidity Risk Management Program (the “Program”) was adopted by the Trust. The Board is expected to review the operation and effectiveness of the Program in June 2020.
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Board Consideration of Investment Advisory Contracts
During the period covered by this report, the Board of Trustees of Principal Exchange-Traded Funds (“PETF”) approved the annual review and renewal of the Management Agreements for all Funds and a Sub-advisory Agreement for the Principal Spectrum Preferred Securities Active ETF.
Annual Review and Renewal of Management Agreement and Sub-Advisory Agreements
At its September 10, 2019 meeting, the Board performed its annual review and renewal process relating to the Management Agreement and the Subadvisory Agreement for all Funds.
Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) requires the Board, including a majority of the Directors who have no direct or indirect interest in the investment advisory agreements and who are not “interested persons” of PETF, as defined in the 1940 Act (the “Independent Directors”), annually to review and to consider the continuation of: (1) the Management Agreement between the Principal Global Investors, LLC (the “Manager”) and PETF, on behalf of each of the sixteen (16) series of PETF (each series is referred to as a “Fund”); and (2) the Subadvisory Agreement between the Manager and Spectrum Asset Management Inc. (“Spectrum”) (the “Subadvisor”). The Management Agreement and the Subadvisory Agreement are collectively referred to as the “Advisory Agreements.”
The Board considered the factors and reached the conclusions described below relating to the continuation of the Advisory Agreements. In evaluating the Advisory Agreements, the Board reviewed a broad range of information requested for this purpose, including, among other information, information regarding performance, advisory fees, total expenses, profitability from the Advisory Agreements to the Manager and information about economies of scale. The Board reviewed the materials provided and concluded that it was provided all information reasonably necessary to evaluate the Advisory Agreements.
Management Agreement
With respect to the Management Agreement for each Fund, the Board considered, among other factors, that the Manager, along with Principal Management Corporation (“PMC”), the previous investment adviser to the Funds that merged with and into the Manager on May 1, 2017, and its affiliates have demonstrated a long-term commitment to support the Funds. In addition, the Board considered the following factors, and made certain findings and conclusions with respect thereto, for each of the Funds. The Board concluded that a relationship with a capable and conscientious adviser is in the best interests of each Fund.
Nature, Extent and Quality of Services
The Board considered the nature, quality and extent of the services provided under the Management Agreement, including accounting and administrative services, as applicable. The Board considered the experience and skills of senior management leading Fund operations, the experience and skills of the personnel performing the functions under the Management Agreement and the resources made available to such personnel, the ability of the Manager to attract and retain high-quality personnel and the organizational depth and stability of the Manager. The Board concluded that appropriate resources were provided under the Management Agreement. The Board also considered that, during the periods reviewed, the Manager had delegated day-to-day portfolio management responsibility for the Principal Spectrum Preferred Securities Active ETF to Spectrum. The Board noted that the Manager’s process for the selection of subadvisors emphasizes the selection of Principal-affiliated subadvisors that are determined to be qualified under the Manager’s due diligence process, but that the Manager will select an unaffiliated subadvisor to manage all or a portion of a Fund’s investment portfolio when deemed necessary or appropriate based upon a consideration of the Fund’s investment mandate and available expertise and resources within the Principal organization. Based upon all relevant factors, the Board concluded that the nature, quality and extent of the services provided by the Manager to the Funds under the Management Agreement was satisfactory.
Investment Performance
The Board reviewed each Fund’s investment performance over longer-term periods, reviewing both the investment return during the three-year period ended March 31, 2019 and the blended investment return (50%/50%) of the three- and five-year periods ended March 31, 2019, and compared those returns to various agreed-upon performance measures, including peer-group data based upon a broad-based, industry category determined by Morningstar.
For Funds that did not have a three-year or five-year performance history, the Board reviewed performance for a one-year or three-year period ended March 31, 2019, respectively, if available. The Board also compared each Fund’s investment performance over the one-, three- and five-year periods ended March 31, 2019, as available, to one or more relevant benchmark indices. The Board noted that certain Funds had commenced operations recently and, accordingly, no or limited performance
112
information was considered. The Board also considered whether investment results were consistent with a Fund’s investment objective(s) and policies. For most Funds, the Board concluded that the Fund’s investment returns met acceptable levels of investment performance. There were certain Funds that had not attained during the relevant period(s) a level of investment performance considered satisfactory by the Board. For such Funds, the Board also considered other factors, such as the longer-term performance of each such Fund, remedial efforts being taken to improve performance and/or the Manager’s explanation for the performance of such Fund. The Board considered the Manager’s due diligence process for evaluating the performance of all Funds for which they received regular reporting and concluded that the Manager has in place an effective due diligence process to monitor investment performance, and to encourage remedial action if necessary.
Investment Management Fees
The Board considered each Fund’s management fee rate. For each Fund, the Board received certain information from Broadridge including comparing unitary management fee rate and total expense ratio for the Fund’s commons shares to investment advisory fee rates and expense ratios of funds in an appropriate Expense Group and Expense Universe provided by Broadridge.
In evaluating the management fee rates, the Board considered a variety of factors, including the fee rates, breakpoints, comparison to fee rates of peer group funds and other funds and non-fund accounts managed by the Manager, subadvisory fee rates paid, services provided, investment performance, total net expense ratios, profitability, the existence and sharing of economies of scale, fall-out benefits and expense caps and fee waivers.
With regard to the Principal Price Setters Index ETF and the Principal Shareholder Yield Index ETF, the Board accepted management’s proposal to amend each Fund’s Management Agreement to reduce the unitary management fee and considered this fee reduction in concluding that the Management Agreement, as amended, should be renewed.
Considering all factors they deemed relevant, the Board concluded that the management fee payable by each Fund was reasonable in light of the nature, quality and extent of the services provided by the Manager and other relevant factors.
Profitability
The Board reviewed detailed information regarding revenues the Manager, received under the Management Agreement and the estimated direct and indirect costs incurred in providing to each Fund the services described in the Management Agreement for the year ended December 31, 2018. The Board also considered the returns on revenue generated in connection with the payment of subadvisory fees to Spectrum and the aggregated return on revenue to the Manager and its affiliates for the year ended December 31, 2018. The Board concluded that the management fee for each Fund was reasonable, taking into account the profitability information presented by the Manager.
Economies of Scale
The Board considered whether there are economies of scale with respect to the management of each Fund and whether the Funds benefit from any such economies of scale. The Board noted that the management fee schedules for the Principal Ultra-Short Active Income ETF, the Principal International Multi-Factor Core Index ETF, the Principal U.S Large-Cap Multi-Factor Core Index ETF, the Principal U.S. Mega-Cap Multi-Factor Index ETF, and the Principal U.S. Small-MidCap Multi-Factor Core Index ETF do not include breakpoints, but each such Fund has a relatively low management fee rate on all Fund assets. Considering all relevant factors, including the level of the fee, the Board determined that no breakpoints were necessary at this time.
The Board determined that no breakpoints are necessary at this time for the Principal Investment Grade Corporate Active ETF, the Principal Spectrum Preferred Securities Active ETF, the Principal Active Global Dividend Income ETF, the Principal Active Income ETF, the Principal Contrarian Value Index ETF, the Principal International Multi-Factor Index ETF, the Principal Price Setters Index ETF, the Principal Shareholder Yield Index ETF, the Principal Sustainable Momentum Index ETF, or the Principal U.S. SmallCap Index ETF due, among other factors, to their current asset levels and taking into account levels of profitability to the Manager.
Sub-advisory Agreement
Nature, Quality and Extent of Services
The Board considered the nature, quality and extent of the services provided under the Subadvisory Agreement with Spectrum with respect to the Principal Spectrum Preferred Securities Active ETF. The Board considered the reputation, qualifications and background of Spectrum, the investment approach of Spectrum, the experience and skills of investment personnel responsible for the day-to-day management of the Principal Spectrum Preferred Securities Active ETF and the resources made available to such
113
personnel. The Board also considered Spectrum’s compliance with investment policies and general legal compliance. Based upon all relevant factors, the Board concluded that the nature, quality and extent of the services provided by Spectrum to the Principal Spectrum Preferred Securities Active ETF Funds under the Subadvisory Agreement is satisfactory.
Investment Performance
The Manager had advised the Board that the investment services delivered by Spectrum was reasonable. Based upon all relevant factors, the Board concluded that Spectrum is qualified and that the investment performance of the Subadvisor met acceptable levels of investment performance
Subadvisory Fees, Economies of Scale and Profitability
The Board considered the subadvisory fee rates, noting that the Manager compensates Spectrum from its own management fee, so that shareholders pay only the management fee.
Other Benefits to the Manager and Subadvisers
The Board also considered the character and amount of other incidental benefits received by the Manager and its affiliates from their relationships with the Funds. The Board concluded that the management and subadvisory fees were reasonable in light of these fall-out benefits.
The Board also considered the character and amount of other incidental benefits received by Spectrum when evaluating the subadvisory fee. The Board concluded that taking into account these fall-out benefits, the subadvisory fee was reasonable.
Overall Conclusions
Based upon all of the information considered and the conclusions reached, the Board determined that the terms of each Advisory Agreement, including the fee rate payable thereunder, continue to be fair and reasonable and that the continuation of each Advisory Agreement, with the actions proposed by the Manager, is in the best interests of each Fund.
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