Principal Private Credit Fund I Sample Contracts

AGREEMENT AND DECLARATION OF TRUST OF PRINCIPAL PRIVATE CREDIT FUND I A Delaware Statutory Trust
Trust Agreement • May 29th, 2024 • Principal Private Credit Fund I

This AGREEMENT AND DECLARATION OF TRUST of Principal Private Credit Fund I (the “Trust”) is made as of April 12, 2024 by the Trustees hereunder (together with all persons from time to time duly elected, qualified and serving as Trustees in accordance with Article III hereof).

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CUSTODIAL AGREEMENT
Custodial Agreement • May 29th, 2024 • Principal Private Credit Fund I

THIS CUSTODIAL AGREEMENT (this “Agreement”) dated as of May 2, 2024, is entered into between PRINCIPAL PRIVATE CREDIT FUND I (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., as custodian (in such capacity, the “Custodian”).

CUSTODY AGREEMENT
Custody Agreement • May 29th, 2024 • Principal Private Credit Fund I

AGREEMENT, dated as of February 29, 2024, between Principal Private Credit Fund I, LLC, a limited liability company organized and existing under the laws of the State of Delaware having its principal office and place of business at 711 High Street, Des Moines, IA 50392 (the “Fund”), and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (“Custodian”).

PRINCIPAL PRIVATE CREDIT FUND I DISTRIBUTION AGREEMENT
Distribution Agreement • May 29th, 2024 • Principal Private Credit Fund I

Agreement effective as of April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (referred to herein as the "Fund") and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (referred to herein as the "Distributor").

PRINCIPAL FUNDS DISTRIBUTOR, INC. INTERVAL FUND SELLING AGREEMENT
Interval Fund Selling Agreement • May 29th, 2024 • Principal Private Credit Fund I

This Selling Agreement (the “Agreement”) is made and entered into as of this ____ day of _______________, 2024, between Principal Funds Distributor, Inc. (“Principal”), a Washington corporation having a place of business at 711 High Street, Des Moines, IA 50392 and the undersigned counterparty (“Counterparty”).

PRINCIPAL PRIVATE CREDIT FUND I CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • May 29th, 2024 • Principal Private Credit Fund I

AGREEMENT to be effective April 16, 2024 by and between Principal Private Credit Fund I (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

PRINCIPAL PRIVATE CREDIT FUND I MANAGEMENT AGREEMENT
Management Agreement • May 29th, 2024 • Principal Private Credit Fund I • Delaware

AGREEMENT to be effective April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (hereinafter called the “Fund”), and PRINCIPAL GLOBAL INVESTORS, LLC, a Delaware limited liability company (hereinafter called the “Manager”).

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • May 29th, 2024 • Principal Private Credit Fund I

AGREEMENT to be effective April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (hereinafter called the “Fund”) and PRINCIPAL SHAREHOLDER SERVICES, INC., a Washington corporation (hereinafter called the “Administrator”).

PRINCIPAL PRIVATE CREDIT FUND I DISTRIBUTION AND SHAREHOLDER SERVICES PLAN CLASS A SHARES
Distribution and Shareholder Services Plan • May 29th, 2024 • Principal Private Credit Fund I

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN made as of April 15, 2024, by and between PRINCIPAL PRIVATE CREDIT FUND I, a Delaware statutory trust (the "Fund"), and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (the "Distributor").

Change of Organizational Structure
Custody Agreement • May 29th, 2024 • Principal Private Credit Fund I

The Bank of New York Mellon (“BNY Mellon”) and Principal Private Credit Fund I, LLC were parties to a Custody Agreement dated February 29, 2024 (the “Original Agreement”). Principal Private Credit Fund I, LLC has changed its form of organization from a Delaware limited liability company to a Delaware statutory trust, and such entity is now known as Principal Private Credit Fund I (“Principal Private Credit DST”). Pursuant to execution of this document, BNY Mellon and Principal Private Credit DST agree to be bound by the terms of the Original Agreement as if BNY Mellon and Principal Private Credit DST were the original parties to the Original Agreement and Principal Private Credit DST assumes the obligations of Principal Private Credit Fund I, LLC as they relate to the Original Agreement. Until changed pursuant to the terms of the Agreement, the address of Principal Private Credit Fund I, LLC shall be the address of Principal Private Credit DST and the Authorized Persons of Principal Pr

ADMINISTRATION AGREEMENT
Administration Agreement • May 29th, 2024 • Principal Private Credit Fund I • Delaware

ADMINISTRATION AGREEMENT (this “Agreement”) made as of April 15, 2024 by and between Principal Private Credit Fund I, a Delaware statutory trust (hereinafter referred to as the “Fund”), and Principal Global Investors, LLC, a Delaware limited liability company (the “Administrator”).

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