ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT

AGREEMENT made as of May 1, 2017 between Principal Management Corporation (“PMC”), Principal Global Investors, LLC (“PGI”), and Xxxxxxxxx Xxxxxx Investment Advisers LLC (the “Sub-Advisor”).

WHEREAS, Principal Funds, Inc. is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, PMC has been appointed as investment advisor to every series of Principal Funds, Inc. (each a “Fund” and together, the “Funds”) pursuant to an Amended and Restated Management Agreement dated September 14, 2016, as amended (the “Investment Advisory Agreement”);

WHEREAS, PMC has entered into a Sub-Advisory Agreement with the Sub-Advisor dated May 4, 2009, as amended (the “Sub-Advisory Agreement”), pursuant to which the Sub-Advisor serves as investment sub-advisor to certain of the Funds;

WHEREAS, PMC will merge with and into PGI on or about May 1, 2017 (the foregoing referred to as the “Merger”);

WHEREAS, in connection with the Merger, PGI has agreed to assume PMC’s responsibilities with respect to the Funds pursuant to the Investment Advisory Agreement;

WHEREAS, in conjunction with its assumption of PMC’s rights and responsibilities under the Investment Advisor Agreement, PGI desires to assume PMC’s rights and responsibilities under the Sub-Advisory Agreement;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1.PGI shall assume all rights and responsibilities of PMC under the Sub-Advisory Agreement upon the completion of the Merger.

2. The parties hereby agree that this Assumption Agreement shall be attached to and made a part of the Sub-Advisory Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

	PRINCIPAL MANAGEMENT CORPORATION
	By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Counsel
	By:	/s/ Xxxxxxxx Xxxxx
	Name: Xxxxxxxx Xxxxx
	Title: Counsel

	PRINCIPAL GLOBAL INVESTORS, LLC
	By:	/s/ Xxxx XxXxxxxx
		(Authorized Officer)
	Name: Xxxx XxXxxxxx
	Title: Sr Exec Dir. - Investments
	By:	/s/ Xxxxx X. Xxxxxxxx
		(Authorized Officer)
	Name: Xxxxx X. Xxxxxxxx
	Title: Vice President & Associate General Counsel

	XXXXXXXXX XXXXXX INVESTMENT ADVISERS LLC
	By:	/s/ Xxxxxx Xxxxx
		(Authorized Officer)
	Name: Xxxxxx Xxxxx
	Title: Managing Director