Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 10, 2020, the compliance staff (the "Staff") of Nasdaq provided
written notice to Principal Exchange-Traded Funds (the "Trust") that it is not
in compliance with the continued listing standard set forth in Nasdaq Listing
Rule 5705(b)(9)(B)(i)(c) with respect to two of its series. Listing Rule
5705(b)(9)(B)(i)(c) requires that, in order to comply with Nasdaq continued
listing standards, a listed company (such as a series of the Trust) must
maintain a minimum of 50 record and/or beneficial shareholders. Principal
International Multi-Factor Core Index ETF (Nasdaq Symbol: PDEV) and Principal
U.S. Small-MidCap Multi-Factor Core Index ETF (Nasdaq Symbol: PSM) (each, a
"Fund" and collectively, the "Funds"), two series of the Trust, were each
reported to have less than 50 record and/or beneficial shareholders.
In accordance with Nasdaq procedures, the Trust may submit a written response to
the Staff outlining the Trust's plan to regain compliance with Listing Rule
5705(b)(9)(B)(i)(c). The Trust intends to submit such a response in a timely
manner. If the Staff accepts the Trust's plan to regain compliance, the Staff
will grant an extension of up to 180 calendar days from the date of the Staff's
letter (August 10, 2020) for the Trust to evidence compliance (the "Extension
Date"). In order for either Fund to regain compliance, the Trust will be
required to demonstrate that such Fund has at least 50 record and/or beneficial
shareholders as of the Extension Date. If the Trust is unable to demonstrate
that either Fund has at least 50 record and/or beneficial shareholders as of the
Extension Date, the Staff may de-list such Fund. Alternatively, if the Trust
does not submit the written response outlining its plan to regain compliance, or
if the Staff does not accept the Trust's plan to regain compliance, the Staff
may de-list the Funds.
Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended. These statements may include words such as "intend," "anticipate,"
"believe," "may" and other words and terms of similar meaning, including in
connection with any discussion of the timing or nature of future performance or
other events. Such forward-looking statements are subject to certain risks and
uncertainties, including whether the Trust is able to regain compliance with the
Nasdaq continued listing standards, whether either Fund is able to avoid
potential de-listing, and other factors disclosed by the Trust from time to time
in its filings with the Securities Exchange Commission. As a result of these
factors, the Trust's actual results may differ materially from those indicated
or implied by such forward-looking statements. Except as required by law, the
Trust disclaims any obligation to publicly update such statements.
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