0001572661-16-000234 Sample Contracts

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 27th, 2016 • Principal Exchange-Traded Funds

AGREEMENT to be effective September 21, 2016, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (hereinafter called the “Fund”) on behalf of each series identified on Schedule 1 attached hereto, as may be amended from time to time (each, a “Series”), and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called the “Manager”).

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DISTRIBUTION PLAN AND AGREEMENT PRINCIPAL EXCHANGE-TRADED FUNDS
Distribution Plan and Agreement • October 27th, 2016 • Principal Exchange-Traded Funds

DISTRIBUTION PLAN AND AGREEMENT made as of _________, 20__, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware Trust (the "Fund"), and ALPS Distributors, Inc., a Colorado Corporation (the " Distributor ").

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED & RESTATED SUB-ADVISORY AGREEMENT
Principal Exchange-Traded Funds • October 27th, 2016 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of September 21, 2016, by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called the "Manager"), and PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called the "Sub-Advisor").

Amendment No. 3 to Distribution Agreement
Distribution Agreement • October 27th, 2016 • Principal Exchange-Traded Funds

This Amendment No. 3, dated as of September 21, 2016 (the "Effective Date"), to the Distribution Agreement (this "Amendment"), by and between Principal Exchange-Traded Funds, a Delaware statutory trust (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 ("ALPS").

PRINCIPAL EXCHANGE-TRADED FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Principal Exchange • October 27th, 2016 • Principal Exchange-Traded Funds

AGREEMENT made this 1st day of November, 2016 by and between Principal Exchange-Traded Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

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