Principal Exchange-Traded Funds Sample Contracts

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED SUB-ADVISORY AGREEMENT PRINCIPAL REAL ESTATE INVESTORS, LLC SUB-ADVISED SERIES
Sub-Advisory Agreement • August 16th, 2024 • Principal Exchange-Traded Funds

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) to be effective as of January 1, 2024 by and between PRINCIPAL GLOBAL INVESTORS, LLC (the “Manager”) and PRINCIPAL REAL ESTATE INVESTORS, LLC (the “Sub-Advisor”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Massachusetts

THIS AGREEMENT is made as of the ____ day of ___________, 2014, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and Principal Exchange-Traded Funds , a Delaware statutory trust having its principal office and place of business at 711 High Street, Des Moines, Iowa 50392-2080 (the “Trust”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Colorado

THIS AGREEMENT is made as of May 1, 2015, by and between Principal Exchange­ Traded Funds, a Delaware statutory trust (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation ("ALPS").

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • April 1st, 2020 • Principal Exchange-Traded Funds

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”), to be effective ______________, 2020, is by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (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 GLOBAL INVESTORS, LLC, a Delaware limited liability company (the “Manager”).

PRINCIPAL EXCHANGE-TRADED FUNDS PARTICIPANT AGREEMENT
Participant Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Delaware

This Participant Agreement (the “Agreement”) is entered into by and among ALPS Distributors, Inc. (the “Distributor”) and [Firm] [Participant’s Name and NSCC#] (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company, as transfer agent (the “Transfer Agent”). Principal Exchange-Traded Funds Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust consisting of separate investment portfolios (each, a “Fund” and collectively, the “Funds”) as set forth in Attachment A hereto. The Distributor has been retained as principal underwriter of the Trust and provides certain services in connection with the sale and distribution of shares of beneficial interest of the Funds (the “Shares”). The Transfer Agent has been retained to provide certain transfer agency services with respect to the purchase and redemption of Shares.

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED SUB‑ADVISORY AGREEMENT
Sub-Advisory Agreement • September 19th, 2016 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of ________, 2016, by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called the “Manager”), and PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called the “Sub‑Advisor”).

PRINCIPAL EXCHANGE-TRADED FUNDS SUB‑ADVISORY AGREEMENT PRINCIPAL GLOBAL INVESTORS, LLC SUB-ADVISED SERIES
Sub-Advisory Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of _________, 2015 by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called “the Manager”), and PRINCIPAL GLOBAL INVESTORS, LLC. (hereinafter called "the Sub‑Advisor").

AMENDMENT 16
Distribution Agreement • October 26th, 2023 • Principal Exchange-Traded Funds

This amendment (the "Amendment") between the parties signing below ("Parties") amends the Existing Agreement as of July 10, 2023 (the "Effective Date"):

FORM OF DISTRIBUTION PLAN AND AGREEMENT PRINCIPAL EXCHANGE-TRADED FUNDS
Distribution Agreement • April 1st, 2020 • Principal Exchange-Traded Funds

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

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 25th, 2024 • Principal Exchange-Traded Funds

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”), to be effective November 1, 2024, is by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (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 GLOBAL INVESTORS, LLC, a Delaware limited liability company (the “Manager”).

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS DISTRIBUTION PLAN AND AGREEMENT
Distribution Agreement • October 25th, 2024 • Principal Exchange-Traded Funds

This DISTRIBUTION PLAN AND AGREEMENT (the “Plan”), made effective as of _________, 20__, is by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (the “Fund”), and ALPS DISTRIBUTORS, INC., a Colorado corporation (the “Distributor”).

DISTRIBUTION PLAN AND AGREEMENT PRINCIPAL EXCHANGE-TRADED FUNDS
Distribution 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 MANAGEMENT AGREEMENT
Management Agreement • September 19th, 2016 • Principal Exchange-Traded Funds

AGREEMENT to be effective August 22, 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”).

MANAGEMENT AGREEMENT
Management Agreement • October 27th, 2015 • Principal Exchange-Traded Funds

AGREEMENT to be effective July 8, 2015, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (hereinafter called the “Fund”) and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called the “Manager”).

Custodian Agreement
Custodian Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Massachusetts

This Agreement is made as of _________, 2015 by and between Principal Exchange-Traded Funds, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • October 28th, 2020 • Principal Exchange-Traded Funds

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”), to be effective July 1, 2020, is by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (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 GLOBAL INVESTORS, LLC, a Delaware limited liability company (the “Manager”).

AMENDMENT 8
Distribution Agreement • September 2nd, 2021 • Principal Exchange-Traded Funds

This amendment (the "Amendment") between the parties signing below ("Parties") amends the Existing Agreement as of January 22, 2021 (the "Effective Date"):

PRINCIPAL EXCHANGE-TRADED FUNDS CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • October 27th, 2022 • Principal Exchange-Traded Funds

AGREEMENT to be effective November 1, 2022 by and between Principal Exchange-Traded Funds (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

AMENDMENT 4
Distribution Agreement • September 2nd, 2021 • Principal Exchange-Traded Funds

This amendment (the "Amendment") between the parties signing below ("Parties") amends the Existing Agreement as of June 16, 2020 (the "Effective Date"):

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 2nd, 2021 • Principal Exchange-Traded Funds

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”), to be effective September 1, 2021, is by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (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 GLOBAL INVESTORS, LLC, a Delaware limited liability company (the “Manager”).

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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").

Amendment No. 4 to Distribution Agreement
Distribution Agreement • May 8th, 2017 • Principal Exchange-Traded Funds

This Amendment No. 4 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 (“ALPS”), is dated as of May 8, 2017 (the “Effective Date”).

Amendment No. 2 to Distribution Agreement
Distribution Agreement • September 19th, 2016 • Principal Exchange-Traded Funds

This Amendment No. 2, dated as of August 15, 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
Contractual Fee Waiver Agreement • May 8th, 2017 • Principal Exchange-Traded Funds

AGREEMENT made this 31st day of March, 2017 by and between Principal Exchange-Traded Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

AMENDMENT 18
Distribution Agreement • August 16th, 2024 • Principal Exchange-Traded Funds

This amendment (the "Amendment") between the parties signing below ("Parties") amends the Existing Agreement as of August 7, 2024 (the "Effective Date"):

AMENDMENT 9
Distribution Agreement • September 2nd, 2021 • Principal Exchange-Traded Funds

This amendment (the "Amendment") between the parties signing below ("Parties") amends the Existing Agreement as of March 25, 2021 (the "Effective Date"):

PRINCIPAL EXCHANGE-TRADED FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • January 22nd, 2019 • Principal Exchange-Traded Funds

AGREEMENT made this November 1, 2018 by and between Principal Exchange-Traded Funds, Inc. (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

PRINCIPAL EXCHANGE-TRADED FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of July 8, 2015 and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called "the Manager"}, and EDGE ASSET MANAGEMENT, INC. (hereinafter called "the Sub-Advisor").

PRINCIPAL EXCHANGE-TRADED FUNDS MANAGEMENT AGREEMENT
Management Agreement • May 5th, 2016 • Principal Exchange-Traded Funds

AGREEMENT to be effective March 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”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 9th, 2022 • Principal Exchange-Traded Funds • Iowa

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the "Agreement"), dated as of January 19, 2022 (the "Effective Date"), is made by and between each registered open-end investment company (each, a "Registrant"), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an "Acquiring Fund" or "Acquired Fund" pursuant to the applicable schedule), each severally and not jointly. Principal Global Investors, LLC, the investment adviser to each Acquired Fund, is a party to this Agreement solely for purposes of paragraph 4 of this Agreement.

Amendment No. 7 to Distribution Agreement
Distribution Agreement • January 19th, 2018 • Principal Exchange-Traded Funds

This Amendment No. 7 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 (“ALPS”), is dated as of October 27, 2017 (the “Effective Date”).

PRINCIPAL EXCHANGE-TRADED FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • April 13th, 2018 • Principal Exchange-Traded Funds

AGREEMENT made this October 10, 2017 by and between Principal Exchange-Traded Funds, Inc. (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

PRINCIPAL EXCHANGE-TRADED FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of July 8, 2015 by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called "the Manager"), and PRINCIPAL GLOBAL INVESTORS, LLC. (hereinafter called "the Sub-Advisor").

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