PRINCIPAL FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT



PRINCIPAL FUNDS, INC.


AGREEMENT made this 29th day of March, 2016 by and between Principal Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

The Advisor has contractually agreed to limit the Fund’s expenses (excluding interest expense, short sale dividend and interest expense, and acquired fund fees and expenses) on certain share classes of certain of the Funds. 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 Funds through the fiscal year end, provided no reimbursement will be made if it would result in the Funds’ exceeding the total operating expense limits. The operating expense limits are attached on Schedule A to this Agreement.

Further, the Advisor has contractually agreed to waive a portion of the management fee it receives from certain Funds through the fiscal year end. The waiver is expressed as a percentage of average daily net assets. The management fee waivers are attached as Schedule B 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

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

PRINCIPAL FUNDS, INC.
 
PRINCIPAL MANAGEMENT CORPORATION
 
 
 
 
 
 
By:_/s/ Xxxxxxx X. Beer _____________
 
By:_/s/ Xxxxxxx X. Beer____________________
Name: Xxxxxxx X. Beer
 
Name: Xxxxxxx X. Beer
Title: President and Chief Executive Officer
 
Title: President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
By:_/s/ Xxxx X. Wilson_____ __________
 
By:_/s/ Xxxx X. Shaikh____________________
Name: Xxxx X. Xxxxxx
 
Name: Xxxx X. Xxxxxx
Title: Secretary and Vice President
 
Title: Counsel








 
SCHEDULE A
 
Series
Class A
Class C
Class J
Class P
Institutional
Class
Expiration
California Municipal Fund
N/A
N/A
N/A
0.52%
0.60%
02/28/2017
Core Plus Bond Fund (f/k/a Bond & Mortgage Securities Fund)
0.88%
1.75%
N/A
N/A
N/A
02/28/2017
Diversified International Fund
N/A
2.08%
X/X
X/X
X/X
00/00/0000
Xxxxxx Xxxx Xxxxxx Securities Fund
N/A
2.20%
N/A
N/A
N/A
02/28/2017
Government & High Quality Bond Fund
0.88%
1.63%
N/A
N/A
N/A
02/28/2017
High Xxxxx Xxxx
X/X
X/X
X/X
X/X
0.61%
02/28/2017
High Yield Fund I
1.05%
N/A
N/A
N/A
N/A
02/28/2017
Inflation Protection Fund
0.90%
1.65%
1.15%
N/A
N/A
02/28/2017
International Emerging Markets Fund
1.75%
2.80%
N/A
N/A
N/A
02/28/2017
International Fund I
1.45%
N/A
N/A
N/A
1.00%
02/28/2017
LargeCap Growth Fund I
1.25%
N/A
N/A
N/A
N/A
02/28/2017
LargeCap S&P 500 Index Fund
N/A
1.30%
N/A
N/A
N/A
02/28/2017
LargeCap Value Fund
N/A
1.70%
N/A
N/A
N/A
02/28/2017
XxxXxx Xxxxxx Xxxx
X/X
X/X
X/X
X/X
0.75%
02/28/2017
MidCap Value Fund III
1.30%
N/A
N/A
N/A
N/A
02/28/2017
Money Market Fund
N/A
1.79%
N/A
N/A
N/A
02/28/2017
Principal LifeTime 2010 Fund
0.38%
N/A
N/A
N/A
N/A
02/28/2017
Principal LifeTime 2020 Fund
0.38%
N/A
N/A
N/A
N/A
02/28/2017
Principal LifeTime 2030 Fund
0.38%
N/A
N/A
N/A
N/A
02/28/2017
Principal LifeTime 2040 Fund
0.38%
N/A
N/A
N/A
N/A
02/28/2017
Principal LifeTime 2050 Fund
0.38%
N/A
N/A
N/A
N/A
02/28/2017
Principal LifeTime 2060 Fund
N/A
N/A
0.38%
N/A
0.10%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
0.05%
02/28/2017
Principal LifeTime Hybrid Income Fund
N/A
N/A
N/A
N/A
0.05%
02/28/2017
Principal LifeTime Strategic Income Fund
0.38%
N/A
N/A
N/A
N/A
02/28/2017
XXX Conservative Balanced Portfolio
0.63%
1.38%
0.63%
N/A
N/A
02/28/2017
XXX Conservative Growth Portfolio
N/A
N/A
N/A
0.37%
N/A
02/28/2017
SmallCap Fund (f/k/a SmallCap Blend Fund)
N/A
2.08%
N/A
N/A
0.80%
02/28/2017
SmallCap Growth Fund I
N/A
N/A
1.50%
N/A
1.02%
02/28/2017
SmallCap Value Fund II
1.45%
N/A
N/A
N/A
N/A
02/28/2017
Tax-Exempt Bond Fund
N/A
1.60%
N/A
0.53%
0.60% 
02/28/2017





 
R-1
R-2
R-3
R-4
X-0
X-0
Xxxxxxxxxx
Xxxxxx Xxxx Xxxxxx Securities Fund
N/A
N/A
N/A
N/A
N/A
0.94%
02/28/2017
Government & High Quality Bond Fund
1.29%
1.16%
0.98%
0.79%
0.67%
N/A
02/28/2017
Income Fund
X/X
X/X
X/X
X/X
X/X
0.55%
02/28/2017
LargeCap Growth Fund I
N/A
N/A
N/A
N/A
N/A
0.65%
02/28/2017
MidCap Value Fund III
X/X
X/X
X/X
X/X
X/X
0.69%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid 0000 Xxxx
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime Hybrid Income Fund
X/X
X/X
X/X
X/X
X/X
0.02%
02/28/2017
Principal LifeTime 2055 Fund
0.93%
0.80%
0.62%
0.43%
0.31%
N/A
02/28/2017
Principal LifeTime 2060 Fund
0.93%
0.80%
0.62%
0.43%
0.31%
N/A
02/28/2017
Short-Term Income Fund
1.30%
1.18%
0.99%
0.79%
0.68%
N/A
02/28/2017
SmallCap Growth Fund I
1.88%
1.75%
1.57%
1.38%
1.26%
1.06%
02/28/2017
SmallCap Value Fund II
N/A
N/A
N/A
N/A
N/A
1.01%
02/28/2017
In addition, Principal has contractually agreed to limit the expenses identified as “Other Expenses” related to certain share classes of certain of the Funds by paying, if necessary, expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) at or below certain limits. The limits are expressed as a percent of average net assets on an annualized basis. The Other Expenses limits and the agreement terms are as follows:
Fund
Class P
Expiration
Diversified International Fund
0.20%
02/28/2017
Equity Income Fund
0.20%
02/28/2017
Global Diversified Income Fund
0.20%
02/28/2017
Global Real Estate Securities Fund
0.20%
02/28/2017
Government & High Quality Bond Fund
0.20%
02/28/2017
High Yield Fund
0.20%
02/28/2017
Income Fund
0.20%
02/28/2017
International Emerging Markets Fund
0.20%
02/28/2017
International Fund I
0.20%
02/28/2017
LargeCap Growth Fund
0.20%
02/28/2017
LargeCap Growth Fund I
0.20%
02/28/2017
LargeCap Value Fund
0.20%
02/28/2017
MidCap Fund
0.20%
02/28/2017
MidCap Value Fund III
0.20%
02/28/2017
Principal Capital Appreciation Fund
0.20%
02/28/2017
Real Estate Securities Fund
0.20%
02/28/2017
XXX Balanced Portfolio
0.20%
02/28/2017
XXX Conservative Balanced Portfolio
0.20%
02/28/2017
XXX Flexible Income Portfolio
0.20%
02/28/2017
XXX Strategic Growth Portfolio
0.20%
02/28/2017
Short-Term Income Fund
0.20%
02/28/2017
SmallCap Fund (f/k/a SmallCap Blend Fund)
0.20%
02/28/2017
SmallCap Value Fund II
0.20%
02/28/2017





Series
Class A
Class C
Institutional
Class
Class J
Expiration
Blue Chip Fund
1.35%
2.10%
0.75%
N/A
12/30/2016
Bond Market Index Fund
N/A
N/A
0.23%
0.78%
12/30/2016
Credit Opportunities Explorer Fund
1.10%
N/A
0.70%
N/A
12/30/2016
Diversified Real Asset Fund
1.25%
2.00%
0.88%
N/A
12/30/2016
Dynamic High Yield Explorer Fund
1.10%
N/A
0.75%
N/A
12/30/2016
EDGE MidCap Fund
N/A
N/A
0.90%
N/A
12/30/2016
Global Multi-Strategy Fund
2.00%
2.75%
1.65%
N/A
12/30/2016
Global Opportunities Fund
1.50%
2.25%
N/A
N/A
12/30/2016
Global Opportunities Equity Hedged Fund
1.55%
N/A
1.25%
N/A
12/30/2016
International Equity Index Fund
N/A
N/A
0.35%
N/A
12/30/2016
International Small Company Fund
1.60%
N/A
1.20%
N/A
12/30/2016
Opportunistic Municipal Fund
0.90%
1.65%
0.65%
N/A
12/30/2016
Origin Emerging Markets Fund
1.75%
N/A
1.25%
N/A
12/30/2016
Real Estate Allocation Fund
0.50%
N/A
0.15%
N/A
12/30/2016
Real Estate Debt Income Fund
1.00%
N/A
0.70%
N/A
12/30/2016
Small-MidCap Dividend Income Fund
N/A
2.15%
0.88% 
N/A
12/30/2016
SystematEx International Fund
N/A
N/A
0.75%
N/A
12/30/2016

Series
R-1
R-2
R-3
R-4
R-5
R-6
Expiration
Bond Market Index Fund
1.11%
0.98%
0.80%
0.61%
0.49%
N/A
12/30/2016
Diversified Real Asset Fund
N/A
N/A
N/A
N/A
N/A
0.88%
12/30/2016
Origin Emerging Markets Fund
N/A
N/A
N/A
N/A
N/A
1.26%
12/30/2016
SystematEx International Fund
X/X
X/X
X/X
X/X
X/X
0.62%
12/30/2016
SystematEx Large Value Fund
N/A
N/A
N/A
N/A
N/A
0.42%
12/30/2016
For Capital Securities Fund, Principal Management Corporation ("Principal"), the investment advisor, has agreed contractually to limit the Fund’s expenses attributable to Class S shares by paying expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain a total level of operating expenses (expressed as a percent of average net assets on an annualized basis) not to exceed 0.00%. It is expected that the expense limit will continue permanently (and in any event, at least through December 30, 2016); however, Principal Funds, Inc. and Principal, the parties to the agreement, may mutually agree to terminate the expense limit.
In addition, Principal has contractually agreed to limit the expenses identified as “Other Expenses” related to certain share classes of certain of the Funds by paying, if necessary, expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) at or below certain limits. The limits are expressed as a percent of average net assets on an annualized basis. The Other Expenses limits and the agreement terms are as follows:

Series
Class P
Expiration
Blue Chip Fund
0.20%
12/30/2016
Diversified Real Asset Fund
0.20%
12/30/2016
Global Multi-Strategy Fund
0.20%
12/30/2016
Global Opportunities Fund
0.20%
12/30/2016
Global Opportunities Equity Hedged Fund
0.20%
12/30/2016
International Small Company Fund
0.20%
12/30/2016
Opportunistic Municipal Fund
0.20%
12/30/2016
Origin Emerging Markets Fund
0.20%
12/30/2017
Preferred Securities Fund
0.20%
12/30/2016
Real Estate Debt Income Fund
0.20%
12/30/2016
Small-MidCap Dividend Income Fund
0.20%
12/30/2016


 
 





SCHEDULE B
Series
Waiver
Expiration
Bond Market Index Fund
0.030%
12/30/2016
LargeCap Growth Fund I
0.016%
02/28/2017
LargeCap Growth Fund II
0.044%
02/28/2017
LargeCap Value Fund III
0.012%
02/28/2017
MidCap Growth Fund III
0.032%
02/28/2017
MidCap Value Fund I
0.060%
02/28/2017
MidCap Value Fund III
0.014%
02/28/2017
Overseas Fund
0.030%
02/28/2017
SmallCap Growth Fund I
0.072%
02/28/2017
SmallCap Value Fund II
0.024%
02/28/2017




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Filed: April 8th, 2016