PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT AMENDMENT
MACQUARIE CAPITAL INVESTMENT MANAGEMENT, LLC
This AMENDMENT to the Sub-Advisory Agreement between Principal
Management Corporation (the "Manager") and MACQUARIE CAPITAL
INVESTMENT MANAGEMENT, LLC (the "Sub-Adviser"), executed as
of March 27, 2015 (the "Sub-Advisory Agreement") with respect to
Diversified Real Asset Fund, is effective as of July 1, 2015.
1. The Agreement is hereby amended to add the following as Section
12:
The Sub-Advisor acknowledges Manager's representation that
the Diversified Real Asset Fund series does not rely on the
exclusion from the definition of "commodity pool operator" under
Section 4.5 of the General Regulations under the Commodity
Exchange Act (the CEA).
The Sub-Advisor represents that it is a commodity trading advisor
duly registered with the Commodity Futures Trading Commission
and is a member in good standing of the National Futures
Association (the NFA) or is relying on an exemption from
registration as a commodity trading advisor. As applicable, the
Sub-Advisor shall maintain such registration and membership in
good standing or continue to qualify for an exemption from
registration as a commodity trading advisor during the term of this
Agreement. Further, the Sub-Advisor agrees to notify the
Manager within a commercially reasonable time upon (i) a
statutory disqualification of the Sub- Advisor under Sections 8a(2)
or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of
the Sub-Advisor's commodity trading advisor registration or NFA
membership, or (iii) the institution of an action or proceeding that
could lead to a statutory disqualification under the CEA or an
investigation by any governmental agency or self-regulatory
organization of which the Sub-Advisor is subject or has been
advised it is a target.
The Agreement otherwise remains in full force and effect. In the event
of a conflict between this Amendment and the Sub-Advisory Agreement
or any earlier amendment, the terms of this Amendment shall prevail.
PRINCIPAL MANAGEMENT
CORPORATION
MACQUARIE CAPITAL
INVESTMENT
MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Beer
By: /s/ Xxxx Xxxxxxxxx
PRINT NAME: Xxxxxxx X. Beer
PRINT NAME: Xxxx Xxxxxxxxx
TITLE: President & CEO
TITLE: President
DATE: June 23, 2015
DATE: 06/18/2015
