PRINCOR FINANCIAL SERVICES CORPORATION PRINCIPAL FUNDS DISTRIBUTOR, INC. The Principal Financial Group Marketer Services Des Moines, Iowa 50392-0470 FAX: (515) 235-5538 PRINCIPAL ADVANTAGE SELLING AGREEMENT Principal Life Insurance Company...

PRINCOR FINANCIAL SERVICES CORPORATION

PRINCIPAL FUNDS DISTRIBUTOR, INC.

The Principal Financial Group

Marketer Services

Des Moines, Iowa 50392-0470

(000) 000-0000

FAX: (000) 000-0000

PRINCIPAL ADVANTAGE

SELLING AGREEMENT

Principal Life Insurance Company (“Principal”), directly or through its affiliates, provides administrative services 

to employer-sponsored retirement plans (“Plans”) in service packages called Principal Advantage® and 

Principal Advantage® for Emerging Businesses. Through Principal Advantage and Principal Advantage for 

Emerging Businesses, plan sponsors of defined contribution plans are able to make available as investment 

options under their Plans shares of Principal Funds, Inc. (“the Fund”); and through Principal Advantage, plan 

sponsors are also able to make available certain mutual funds (“Mutual Fund Network”) and general securities 

(through Principal Self-Directed Brokerage Accounts^sm referred to herein as “Brokerage Window”). Principal 

also makes available to Principal Advantage and Principal Advantage for Emerging Businesses defined 

contribution plan customers guaranteed interest investment options, in the form of one or more group annuity 

contracts. The Principal Stable Value Fund, and the Principal Trust^sm Target Date Collective Investment Funds 

are 81-100 trusts, are also available to Principal Advantage defined contribution plan customers. Neither the 

Principal Stable Value Fund, any guaranteed interest group annuity contracts nor the Brokerage Window are 

offered as investment options to defined benefit retirement plans under this Agreement. Neither the Principal 

Stable Value Fund, the Principal Trust^sm Target Date Collective Investment Funds nor guaranteed interest 

group annuity contracts are available as investment options to nonqualified retirement plans under this Selling 

Agreement (“Agreement”). 

Principal Funds Distributor, Inc. (“PFD”) is the principal underwriter, as defined in the Investment Company Act 

of 1940, of the shares (“Shares”) of the Fund, an open-end series investment company incorporated in the 

state of Maryland. Princor Financial Services Corporation ("Princor") and PFD are collectively referred to in 

this Agreement as "We" or "Us". We understand that Broker Dealer ("You") are a member of the Financial 

Industry Regulatory Authority (“FINRA”) and, on the basis of this understanding, PFD invites You to become a 

member of the Selling Agreement to distribute Shares of the Fund to Plans according to the terms and 

conditions described in Section A below. In addition Section B (Mutual Fund Network ) below set forth the 

terms and conditions pursuant to which Xxxxxxx will compensate You for the referral of plan sponsors to Princor 

for the purchase of Mutual Fund Network. Section D, Section E and Section F of this Agreement sets forth the 

terms and conditions that apply to sales and compensation for any guaranteed group annuity investment 

option, the Principal Stable Value Fund and the Principal Trust^sm Target Date Collective Investment Funds, 

respectively. Section G of this Agreement sets forth terms and conditions that apply to the entire Agreement. 

Section A – Principal Funds, Inc. Selling Group Agreement 

1. Each party to this Agreement represents that it currently is and, while this Agreement is in effect, will 

continue to be a member in good standing of the FINRA and agrees to abide by all rules and regulations of 

the FINRA, including the FINRA Rules of Conduct. If You are a foreign dealer, not eligible for membership 

in the FINRA, You nonetheless agree to abide by the rules and regulations of the FINRA. Each party 

agrees to comply with all applicable state and federal laws, rules and regulations of the Securities and 

Exchange Commission (“SEC”), and other authorized United States or foreign regulatory agencies. You 

agree that You will not sell, offer for sale, or solicit Shares in any state or other jurisdiction where they have 

not been qualified for sale. You further agree that any sale of Shares to an employee benefit plan is either 

not a prohibited transaction under the Employee Retirement Income Security Act of 1974 or is covered 

under a prohibited transaction exemption. You will solicit applications and sell Shares only in accordance 

	with the terms and on the basis of the representations contained in the then current Fund Prospectus,
	Statement of Additional Information and any supplemental information furnished by Us.
2.	You represent that You are currently a member of the Securities Investors Protection Corporation (“SIPC”)
	and, while this Agreement is in effect, will continue to be a member of SIPC. You agree to notify Us
	immediately if your SIPC membership status changes.
3.	Orders for Shares received pursuant to this Agreement and accepted by PFD or the transfer agent will be
	at the current public offering price applicable to each order as established by the then current Fund
	Prospectus. Both the Fund and PFD reserve the right, without notice to You, to suspend sales or withdraw
	the offering of Shares temporarily or permanently, or to cancel this Agreement, which shall be construed in
	accordance with the laws of the state of Iowa. All orders are subject to acceptance by PFD or the transfer
	agent and the Fund and each reserves the right to reject any order in whole or in part.
4.	Shares may be purchased only through PFD. Purchases You make through PFD shall be made only for
	the purpose of covering purchase orders You receive from your customers.
5.	The Fund has adopted Distribution Plan(s) pursuant to Rule 12b-1(the "12b-1 Plan") under the Investment
	Company Act of 1940 (the "1940 Act") for certain classes of the shares the Fund issues. This Agreement
	defines services You will provide for which PFD will compensate You pursuant to the 12b-1 Plan.
	(a)	As a Selling Group Member, You agree to provide distribution assistance and administrative
		support services in connection with the distribution of Shares to customers who may from time to
		time directly or beneficially own Shares, including but not limited to distributing sales literature,
		answering routine customer inquiries regarding the Fund, assisting in the establishment and
		maintenance of accounts in the Fund, and providing such other information and services in
		connection with the distribution of the Fund Shares as may be reasonably requested from time to
		time.
	(b)	For such services, You will be compensated in accordance with attached Exhibit A.
	(c)	The 12b-1 Plan may be terminated at any time without payment of any penalty by the Fund in
		accordance with the rules governing such plans promulgated by the SEC.
	(d)	The provisions of the 12b-1 Plan are incorporated herein and made a part hereof by reference, and
		will continue in full force and effect so long as its continuance is approved at least annually pursuant
		to Rule 12b-1.
6.	You agree that You will not withhold placing customers’ orders so as to profit yourself as a result of such
	withholding.
7.	You agree to sell shares only to Plan sponsors for whom such shares are suitable investments and that
	You are solely responsible to assure the suitability of shares You recommend to such Plan sponsors.
8.	You agree to sell Shares only to (a) your customers at the public offering price then in effect; or (b) PFD as
	agent for the Fund or to the Fund itself at the redemption price, as described in the Fund’s then current
	Prospectus or Statement of Additional Information.
9.	If client money flows through You, You agree to pay PFD promptly but in no case no later than one (1)
	business day after receiving client money. Alternatively, if You so specify, PFD will make delivery by draft
	on You, the amount of which draft You agree to pay on presentation to You. If You do not pay PFD
	promptly or if You do not pay PFD the amount of the draft upon presentation to You, PFD reserves the right
	to forthwith cancel the sale or, at PFD’s option, to resell the Shares to the Fund at the then prevailing
	offering price in which latter case You agree to be responsible for any loss resulting to the Fund or to PFD
	from your failure to make payment as stated.

10. If any Shares sold under the terms of this Agreement are repurchased by the Fund or by PFD as agent, or
	are tendered to the Fund for redemption within seven (7) business days after the date of our confirmation
	to You of the original purchase order therefore, You agree to pay forthwith to PFD the full amount of the
	compensation allowed to You on the original sale. PFD shall notify You of such repurchase within ten (10)
	days of the effective date of such repurchase.
11. No person is authorized to make any representation concerning the Fund or its Shares except those
	contained in the Fund’s then current Prospectus, Statement of Additional Information or any such
	information as may be released by the Fund as information expressly supplemental to such Prospectus or
	Statement of Additional Information. In purchasing Shares through PFD You shall rely solely on the
	representations contained in the Fund’s then current Prospectus, Statement of Additional Information and
	supplemental information previously mentioned.
12. PFD will supply additional copies of any Prospectus, Statement of Additional Information or supplemental
	information issued by PFD to Selling Group Members in reasonable quantities upon request.
13. In no transaction shall You have any authority whatsoever to act as agent of the Fund or of Us or of any
	other Selling Group Member. Nothing in this Agreement shall constitute either party the agent of the other
	or constitute You or the Fund the agent of the other. In all transactions in the Shares between You and
	PFD, PFD is acting as agent for Fund and not as principal.
14. PFD reserves the right, from time to time, to modify the compensation You are entitled to receive under
	paragraph 5.
15. You agree to indemnify the Fund and to hold the Fund harmless from any damages or expenses resulting
	from any wrongful act or omission, not in compliance with this Agreement by You or any of your
	employees, representatives or agents.
Section B – Referral for Mutual Fund Network
1.	If a Plan sponsor is interested in the opportunity to direct Plan contributions to Mutual Fund Network, You
	will refer the Plan sponsor to Princor. Princor will be responsible for reviewing Mutual Fund Network with
	the Plan sponsor and assuring any recommendation Princor makes regarding this investment is suitable.
	Xxxxxxx will also be responsible for supervising the activities of Xxxxxxx’s registered representative with
	respect to the sale of Mutual Fund Network shares.
2.	For such referrals, You will be compensated in accordance with attached Exhibit A. Princor reserves the
	right, from time to time, to modify the compensation You are entitled to receive under this paragraph.
3.	Princor will be designated as the “broker-dealer of record” for sales of Mutual Fund Network.
Section C – Brokerage Window
1.	If a Plan sponsor is interested in offering Plan participants of a defined contribution plan the opportunity to
	invest Plan contributions in securities through Princor’s Brokerage Window, Princor will be responsible for
	reviewing Brokerage Window with the Plan sponsor and assuring any recommendation Princor makes
	regarding this investment is suitable. Princor will also be responsible for supervising the activities of
	Xxxxxxx’s registered representative with respect to such investment.
2.	Princor will be designated as the “broker-dealer of record” on Brokerage Window accounts. Brokerage
	Window allows 401(k) plan members to develop their own portfolios of individual stocks, bonds, mutual
	funds and other investments.
Section D - Sales and Compensation for Guaranteed Group Annuity Investment Options

1.	If a Plan sponsor is interested in offering Plan participants of a defined contribution plan the opportunity to
	direct Plan contributions to a guaranteed interest investment option in the form of a group annuity contract,
	and if You or your registered representative hold an applicable license and appointment for the sales of
	products from Principal at the time solicitation of interest in such investment option occurs, then the sale of
	such investment option may be completed according to its terms and You will be compensated by the
	payment of compensation determined in accordance with attached Exhibit A as appropriately applied to a
	non-registered security. For purposes of this section, guaranteed group annuity options may include, but
	are not limited to: Custodial Guaranteed Fund Group Annuity contract (also known as Principal Fixed
	Income Option), Guaranteed Fund Contract (GFC), Custodial Guaranteed Interest Contract (also known
	as Principal Fixed Income Guaranteed Option).
2.	You agree that the provisions of Section A applicable to sales supervision, suitability, sales conduct,
	settlement, and indemnification apply to this Section D.
3.	Principal reserves the right, from time to time, to modify the compensation You are entitled to receive
	under this Section D.
Section E – Sales and Compensation for Principal Stable Value Fund
1.	If a Plan sponsor is interested in offering Plan participants of a defined contribution plan the opportunity to
	direct Plan contributions to the Principal Stable Value Fund 81-100 Trust, then the sale of the Principal
	Stable Value Fund may be completed according to its terms and You will be compensated by the payment
	of compensation determined in accordance with attached Exhibit A as appropriately applied to a non-
	registered security.
2.	You agree that the provisions of Section A applicable to sales supervision, suitability, sales conduct,
	settlement, and indemnification apply to this Section E.
3.	Principal reserves the right, from time to time, to modify the compensation You are entitled to receive
	under this Section E.
Section F – Sales and Compensation for Principal Trustsm Target Date Collective Investment Funds
	1.	If a Plan sponsor is interested in offering Plan participants of a defined contribution plan the opportunity
		to direct Plan contributions to the Principal Trustsm Target Date Collective Investment Funds, then the
		sale of the Principal Trustsm Target Date Collective Investment Funds Fund may be completed according
		to its terms and You will be compensated by Principal in accordance with attached Exhibit A as
		appropriately applied to a non-registered security.
	2.	You agree that the provisions of Section A applicable to sales supervision, suitability, sales conduct,
		settlement, and indemnification apply to this Section F.
	3.	Principal reserves the right, from time to time, to modify the compensation You are entitled to receive
	under this Section F.
Section G – General Provisions
1.	All communications to Us shall be sent to The Principal Financial Group, Marketer Services, Des Moines,
	Iowa 50392-0470. Any notice to You shall be duly given if mailed or electronically sent to You at your
	address as registered from time to time with the FINRA.

2.	This Agreement may be terminated upon written notice by either party at any time, and shall automatically
	terminate upon its assignment by You, whether by operation of law or otherwise.
3.	The parties to this Agreement hereby agree to indemnify and hold harmless each other, their officers and
	directors, and any person who is or may be deemed to be a controlling person of each other, from and
	against any losses, claims, damages, liabilities or expenses (including reasonable fees of counsel) to which
	any such person or entity may become subject insofar as such losses, claims, damages, liabilities or
	expenses (or actions in respect thereof) arise out of or are based upon:
	(a) any untrue statement or alleged untrue statement of material fact, or any omission or alleged omission
	to state a material fact made or omitted by it; or
	(b) any willful misfeasance or gross misconduct by it in the performance of its duties and obligations here
	under.
	The provisions of this Agreement relating to indemnification shall survive termination or expiration of this
	Agreement until expiration of the applicable statue of limitations.
4.	You agree that the receipt of the compensation described in this Agreement by You is either not a
	prohibited transaction as such term is defined in Section 406 of the Employee Retirement Security Act of
	1974 as amended or Section 4975 of the Internal Revenue Code of 1986 as amended or is covered under
	a prohibited transaction exemption.
5.	Each party will notify the other immediately upon becoming aware of any customer complaint, regulatory
	inquiry either written or verbal, or upon any disciplinary action taken against a registered representative by
	either party to this Agreement, the FINRA, or any state or federal regulatory body that relates to any sale or
	pending sale pursuant to this Agreement.
6.	This Agreement shall become effective upon complete execution, and shall supersede any and all prior
	Selling Agreements relating to the subject matter of this Agreement. All amendments to this Agreement
	shall take effect with respect to and on the date of any orders placed by You after the date set forth in the
	notice of amendment sent to You by Us.
7.	No obligation not expressly assumed by Us in this Agreement shall be implied.
8.	If any part or provision of this Agreement shall be finally determined to be invalid or unenforceable under
	applicable law by a court of competent jurisdiction, that part or provision shall be ineffective to the extent of
	such invalidity or enforceability only, without in any way affecting the remaining parts of said part or
	provision or the remaining parts or provisions of the Agreement.
9.	This Agreement is in all respects subject to the Rules of Conduct of the FINRA that shall control any
	provisions to the contrary in this Agreement.
10. We may amend this Agreement at any time by written notice to you. Any notice shall be deemed to have
	been given on the date upon which it was either delivered personally or by fax or e-mail transmission to the
	other party or to any office or member thereof, or was mailed post-paid to his or its address as shown
	herein.
11. Anti-Money Laundering and Know Your Customer Compliance: The parties acknowledge that they are
	financial institutions subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the
	“AML Acts”), which require, among other things, that financial institutions adopt compliance programs to
	guard against money laundering. Xxxxxxx, PFD and You further acknowledge that they are in compliance
	and will continue to comply with the AML Acts and applicable anti-money laundering rules of self-regulatory
	organizations, including Rule 3011 of the FINRA, in all relevant respects. You represent that, in
	compliance with applicable laws and rules, it has adopted a Customer Identification Program and further
	covenants and agrees that it will verify the identity of each of its customers as required. Each of the parties

	hereto further acknowledges that it has a current 314(b) notice on file with FinCEN in accordance with
	section 314(b) of the USA Patriot Act and agrees to refile such notice annually (or as otherwise required to
	remain current in accordance with applicable regulations) during the term of this Agreement.
Section H - Confidentiality
1.	For purposes of this Agreement, a party’s “Confidential Information” consists of: (a) all non-public
	information (including but not limited to trade secrets, proprietary information, and information about
	products, business methods and business plans) relating to such party’s business (or to the business of
	such party’s licensors, suppliers or other trading partners) that is either marked or otherwise identified as
	confidential or proprietary, or that a reasonable person would understand to be considered confidential by
	the party to which it pertains (even if not so marked or identified); and (b) all information that such party is
	obligated by law to treat as confidential for the benefit of third parties, which in Client’s case includes but is
	not limited to personal, financial, and/or health information about individuals who have applied for or
	purchased financial products or services from Client. The parties acknowledge that, in connection with the
	performance of this Agreement or otherwise in the course of its dealings with the other party, it may receive
	Confidential Information from the other party or may otherwise have access to or learn of the other party’s
	Confidential Information. The parties agree that, absent the other party’s prior written consent to a specific
	disclosure or use, it will not disclose to any third party, either orally or in writing, any Confidential
	Information of the other party and will not appropriate any of the other party’s Confidential Information to its
	own use or to the use of any third party. Confidential Information that is provided by one party to the other
	will be used by the recipient only for the purpose for which it was provided, and access to that information
	will be restricted to individuals who require the information (or access to the information) to further that
	purpose. Without limiting any of the foregoing, the parties agrees to take at least such precautions to
	protect the other party’s Confidential Information as it takes to protect its own Confidential Information, and
	in any event will take all precautions that are reasonably necessary to protect the security of the other
	party’s Confidential Information. The parties further agree that upon request of the other party it will return
	to that party all tangible items containing any of that party’s Confidential Information, including all copies,
	abstractions and compilations thereof, without retaining any copies of the items required to be returned.
	Whether or not affiliates are included in the term “Client” for purposes of this Agreement in general, they
	will be treated as being so included for purposes of the confidentiality provisions of this Agreement.
	Accordingly, the Confidential Information of Client’s affiliates will be considered part of Client’s Confidential
	Information, and such affiliates will be obligated to protect Consultant’s Confidential Information in the
	same manner and to the same extent as Client is obligated by this Agreement to protect it.
2.	Upon a party to this Agreement learning of any unauthorized disclosure or use of any Confidential
	Information, such party shall notify the other party promptly and the parties shall cooperate fully to protect
	such Confidential Information.
3.	If a party to this Agreement believes it is required by law or by a subpoena or court order to disclose any
	Confidential Information, unless legally prohibited from doing so, such party, prior to any disclosure, shall
	promptly notify the other party in writing, attaching a copy of the subpoena, court order or other demand
	and shall make all reasonable efforts to allow such other party an opportunity to seek a protective order or
	other judicial relief.
4.	Except as stated in the final sentence of this paragraph, nothing in this Agreement will be construed to
	restrict disclosure or use of information that: (a) was in the possession of or rightfully known by the
	recipient, without an obligation to maintain its confidentiality, prior to receipt from the other party; (b) is or
	becomes generally known to the public without violation of this Agreement; (c) is obtained by the recipient
	in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is
	independently developed by the receiving party without the participation of individuals who have had
	access to the other party's Confidential Information. The parties acknowledge that certain laws governing
	information about individuals are more restrictive than the foregoing statements, and they agree to comply
	in all respects with such laws.

5.	The obligations imposed by this Agreement with respect to Confidential Information will survive termination
	of this Agreement and will remain in effect with respect to each item of Confidential Information until that
	information becomes unprotected under the terms of the paragraph above titled “Non-restricted
	information”. However, if applicable law sets a maximum period for the duration of obligations of
	nondisclosure and non-appropriation of confidential information, the obligations imposed by this Agreement
	with respect to each item of Confidential Information (other than trade secrets and other than information
	about individuals that is protected by law) will remain in effect only until such period expires.
If the foregoing represents your understanding, please so indicate by signing in the proper space below.

PRINCOR FINANCIAL SERVICES CORPORATION 

By: 

Xxxxx Xxxxxxxxxx – Vice President – Broker Dealer Operations 

PRINCIPAL FUNDS DISTRIBUTOR, INC. 

By: 

Xxxx Xxxxx - President 

PRINCIPAL LIFE INSURANCE COMPANY 

By: 

Xxxxxx X. Xxxxx – Assistant Director - Sales Support 

Date: 

The undersigned broker dealer accepts the offer set forth above, which when fully executed constitutes a Selling Agreement among the parties.

BY: 

Signature 

TITLE: 

Please type or print name and Title 

MEMBER: Broker Dealer 

ADDRESS: 

DATE: