0000898745-14-000909 Sample Contracts

PRINCIPAL FUNDS, INC. DISTRIBUTION PLAN AND AGREEMENT CLASS A SHARES
Distribution Plan and Agreement • September 26th, 2014 • Principal Funds Inc

DISTRIBUTION PLAN AND AGREEMENT made as of September 10, 2014, by and between PRINCIPAL FUNDS, INC., a Maryland corporation (the "Fund"), and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (the " Distributor ").

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PRINCIPAL FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 26th, 2014 • Principal Funds Inc

AGREEMENT to be effective September 10, 2014, by and between PRINCIPAL FUNDS, INC., a Maryland corporation (hereinafter called the “Fund”) and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called the “Manager”).

FORM OF PRINCIPAL FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Form Of • September 26th, 2014 • Principal Funds Inc

AGREEMENT made this 1st day of November, 2014 by and between Principal Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

PRINCIPAL FUNDS, INC. AMENDED AND RESTATED SUB‑ADVISORY CONSULTING AGREEMENT GLOBAL MULTI-STRATEGY SUB-ADVISED FUND
Sub‑advisory Consulting Agreement • September 26th, 2014 • Principal Funds Inc • Iowa

AGREEMENT executed as of the , 2014, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the Manager"), and Cliffwater, LLC, a Delaware limited liability company (hereinafter called “the Sub-Advisor”).

PRINCIPAL FUNDS, INC. AMENDED AND RESTATED DISTRIBUTION AGREEMENT FOR CLASS A, CLASS B, CLASS C, CLASS J, CLASS P, CLASS S, CLASS R-1, CLASS R-2, CLASS R-3, CLASS R-4, CLASS R-5, CLASS R-6 AND INSTITUTIONAL CLASS SHARES
Distribution Agreement • September 26th, 2014 • Principal Funds Inc

Agreement effective as of September 10, 2014, by and between PRINCIPAL FUNDS, INC., a Maryland corporation (referred to herein as the "Fund") and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (referred to herein as the "Distributor").

FORM OF PRINCIPAL FUNDS DISTRIBUTOR, INC. SELLING AGREEMENT
Selling Agreement • September 26th, 2014 • Principal Funds Inc • Iowa

This Selling Agreement (the “Agreement”) is made and entered into as of this ____ day of _______________, 201_, between Principal Funds Distributor, Inc. (“Principal”), a Washington corporation having a place of business at 1100 Investment Boulevard, Suite 200, El Dorado Hills, California 95762 and the undersigned counterparty (“Counterparty”).

AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT FOR CLASS A, CLASS B, CLASS C, CLASS J, CLASS P, CLASS S, INSTITUTIONAL CLASS, CLASS R-6 AND PLAN CLASS SHARES
Transfer Agency Agreement • September 26th, 2014 • Principal Funds Inc

AGREEMENT to be effective September 10, 2014, by and between PRINCIPAL FUNDS, INC., a Maryland corporation (hereinafter called the “Fund”) and PRINCIPAL SHAREHOLDER SERVICES, INC., a Washington corporation (hereinafter called “the Administrator”).

FORM OF PRINCIPAL FUNDS, INC. AMENDED AND RESTATED SUB‑ADVISORY AGREEMENT PRINCIPAL GLOBAL INVESTORS SUB-ADVISED SERIES
Form Of • September 26th, 2014 • Principal Funds Inc • Iowa

AGREEMENT effective as of _____________, 2014, by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called "the Manager"), and PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called "the Sub‑Advisor").

PRINCIPAL FUNDS, INC. AMENDED AND RESTATED SUB‑ADVISORY AGREEMENT PRINCIPAL GLOBAL INVESTORS SUB-ADVISED SERIES
Sub‑advisory Agreement • September 26th, 2014 • Principal Funds Inc • Iowa

AGREEMENT effective as of September 10, 2014, by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called "the Manager"), and PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called "the Sub‑Advisor").

PRINCIPAL FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • September 26th, 2014 • Principal Funds Inc

AGREEMENT made this 10th day of September, 2014 by and between Principal Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

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