FORM OF PRINCIPAL FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT

FORM OF

PRINCIPAL FUNDS, INC.

CONTRACTUAL FEE WAIVER AGREEMENT

AGREEMENT made this March 1, 2021 by and between Principal Funds, Inc. (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

The Advisor has contractually agreed to limit the Fund’s expenses (excluding interest expense, short sale dividend and interest expense, acquired fund fees and expenses, and other extraordinary expenses) on certain share classes of certain of the Funds. The reductions and reimbursements are in amounts that maintain total operating expenses at or below certain limits. The limits are expressed as a percentage of average daily net assets attributable to each respective class on an annualized basis. The expenses borne by the Advisor are subject to reimbursement by the Funds through the fiscal year end, provided no reimbursement will be made if it would result in the Funds’ exceeding the total operating expense limits. The operating expense limits are attached on Schedule A to this Agreement.

Further, the Advisor has contractually agreed to waive a portion of the management fee it receives from certain Funds through the fiscal year end. The waiver is expressed as a percentage of average daily net assets. The management fee waivers are attached as Schedule B to this Agreement.

The Agreement embodies the entire agreement of the Parties relating to the subject matter hereof. This Agreement supersedes all prior agreement and understandings, and all rights and obligations thereunder are hereby canceled and terminated. No amendment or modification of this Agreement will be valid or binding unless it is in writing by the Parties.

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party agrees that electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

PRINCIPAL FUNDS, INC.

PRINCIPAL GLOBAL INVESTORS, LLC

By:

By:

Name:

Xxxxx X. Xxxxx

Name:

Xxxxx X. Xxxxx

Title:

Vice President, Counsel, and Assistant Secretary

Title:

Vice President, Associate General Counsel, and Secretary

By:

By:

Name:

Xxxx X. Xxxxxx

Name:

Xxxx X. Xxxxxx

Title:

Vice President and Secretary

Title:

Assistant General Counsel

1

Series

Class A

Class C

Class J

Institutional Class

Expiration

California Municipal Fund

N/A

N/A

N/A

0.51%

02/28/2022

Core Plus Bond Fund

0.84%

N/A

N/A

0.56%

02/28/2022

Diversified International Fund

N/A

1.98%

N/A

0.85%

02/28/2022

Equity Income Fund

N/A

N/A

N/A

0.52%

02/28/2022

Finisterre Emerging Markets Total Return Bond Fund

1.20%

N/A

N/A

0.85%

02/28/2022

Global Diversified Income Fund

N/A

N/A

N/A

0.68%

02/28/2022

Global Real Estate Securities Fund

N/A

N/A

N/A

0.94%

02/28/2022

Government & High Quality Bond Fund

N/A

1.63%

N/A

0.53%

02/28/2022

Government Money Market Fund

N/A

N/A

N/A

0.15%

02/28/2022

High Xxxxx Xxxx

X/X

X/X

X/X

0.61%

02/28/2022

Inflation Protection Fund

N/A

N/A

1.15%

N/A

02/28/2022

International Emerging Markets Fund

1.55%

2.51%

1.37%

1.20%

02/28/2022

International Fund I

N/A

N/A

N/A

0.90%

02/28/2022

LargeCap S&P 500 Index Fund

N/A

1.30%

N/A

N/A

02/28/2022

XxxXxx Xxxx

X/X

X/X

X/X

0.70%

02/28/2022

XxxXxx Xxxxxx Xxxx

X/X

X/X

X/X

0.75%

02/28/2022

MidCap Value Fund I

N/A

N/A

N/A

0.72%

02/28/2022

Money Market Fund

0.50%

N/A

N/A

N/A

02/28/2022

Principal LifeTime 2010 Fund

0.38%

N/A

N/A

N/A

02/28/2022

Principal LifeTime 2020 Fund

0.38%

N/A

N/A

N/A

02/28/2022

Principal LifeTime 2030 Fund

0.38%

N/A

N/A

N/A

02/28/2022

Principal LifeTime 2040 Fund

0.38%

N/A

N/A

N/A

02/28/2022

Principal LifeTime 2050 Fund

0.38%

N/A

N/A

N/A

02/28/2022

Principal LifeTime 2060 Fund

N/A

N/A

0.38%

N/A

02/28/2022

Principal LifeTime 0000 Xxxx

X/X

X/X

X/X

0.08%

02/28/2022

Principal LifeTime Hybrid 2015 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid 0000 Xxxx

X/X

X/X

X/X

0.05%

02/28/2022

Principal LifeTime Hybrid 0000 Xxxx

X/X

X/X

X/X

0.05%

02/28/2022

Principal LifeTime Hybrid 0000 Xxxx

X/X

X/X

X/X

0.05%

02/28/2022

Principal LifeTime Hybrid 0000 Xxxx

X/X

X/X

X/X

0.05%

02/28/2022

Principal LifeTime Hybrid 2040 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid 2045 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid 2050 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid 2055 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid 2060 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid 2065 Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Hybrid Income Fund

N/A

N/A

0.30%

0.05%

02/28/2022

Principal LifeTime Strategic Income Fund

0.38%

N/A

N/A

N/A

02/28/2022

Real Estate Securities Fund

N/A

N/A

N/A

0.91%

02/28/2022

Short-Term Income Fund

N/A

N/A

N/A

0.43%

02/28/2022

SmallCap Fund

N/A

N/A

N/A

0.85%

02/28/2022

SmallCap S&P 600 Index Fund

N/A

N/A

N/A

0.21%

02/28/2022

SmallCap Value Fund II

N/A

N/A

N/A

0.96%

02/28/2022

Tax-Exempt Bond Fund

N/A

1.60%

N/A

0.52%

02/28/2022

2

Series

R-1

R-3

R-4

R-5

Expiration

Government & High Quality Bond Fund

1.29%

0.98%

0.79%

0.67%

02/28/2022

Principal LifeTime 2065 Fund

0.93%

0.62%

0.43%

0.31%

02/28/2022

Short-Term Income Fund

N/A

N/A

0.79%

N/A

02/28/2022

In addition, PGI has contractually agreed to limit the expenses identified as “Other Expenses” related to certain share classes of certain of the Funds by paying, if necessary, expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) at or below certain limits. The limits are expressed as a percent of average net assets on an annualized basis. The Other Expenses limits and the agreement terms are as follows:

Series			Class R-6			Expiration
Diversified International Fund			0.04%			02/28/2022
Global Diversified Income Fund			0.02%			02/28/2022
Global Real Estate Securities Fund			0.02%			02/28/2022
International Emerging Markets Fund			0.04%			02/28/2022
International Fund I			0.04%			02/28/2022
MidCap Fund			0.02%			02/28/2022
MidCap S&P 400 Index Fund			0.02%			02/28/2022
MidCap Value Fund I			0.02%			02/28/2022
Principal LifeTime Hybrid 2015 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2020 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2025 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2030 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2035 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2040 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2045 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2050 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2055 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2060 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid 2065 Fund			0.02%			02/28/2022
Principal LifeTime Hybrid Income Fund			0.02%			02/28/2022
SmallCap Fund			0.02%			02/28/2022
SmallCap Growth Fund I			0.01%			02/28/2022
SmallCap S&P 600 Index Fund			0.02%			02/28/2022
SmallCap Value Fund II			0.02%			02/28/2022

3

Series

Class A

Class C

Institutional Class

Class J

Expiration

Blue Chip Fund

N/A

N/A

0.66%

N/A

12/30/2021

Diversified Real Asset Fund

1.20%

N/A

0.83%

N/A

12/30/2021

Edge MidCap Fund

1.10%

N/A

0.77%

N/A

12/30/2021

Global Multi-Strategy Fund

N/A

N/A

1.63%

N/A

12/30/2021

International Equity Index Fund

N/A

N/A

0.31%

N/A

12/30/2021

International Small Company Fund

N/A

N/A

1.20%

N/A

12/30/2021

Opportunistic Municipal Fund

0.84%

N/A

0.56%

N/A

12/30/2021

Origin Emerging Markets Fund

1.60%

N/A

1.20%

N/A

12/30/2021

Small-MidCap Dividend Income Fund

1.12%

1.87%

0.85%

N/A

12/30/2021

Small-MidCap Growth Fund

N/A

N/A

0.83%

N/A

12/30/2021

Spectrum Preferred and Capital Securities Income Fund

N/A

N/A

0.81%

N/A

12/30/2021

For Capital Securities Fund, Principal Global Investors, LLC ("PGI"), the investment advisor, has agreed contractually to limit the Fund’s expenses attributable to Class S shares by paying expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain a total level of operating expenses (expressed as a percent of average net assets on an annualized basis) not to exceed 0.00%. It is expected that the expense limit will continue permanently (and in any event, at least through December 30, 2021); however, Principal Funds, Inc. and PGI, the parties to the agreement, may mutually agree to terminate the expense limit.

In addition, PGI has contractually agreed to limit the expenses identified as “Other Expenses” related to certain share classes of certain of the Funds by paying, if necessary, expenses normally payable by the Fund, (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, and other extraordinary expenses) to maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) at or below certain limits. The limits are expressed as a percent of average net assets on an annualized basis. The Other Expenses limits and the agreement terms are as follows:

Series			Class R-6			Expiration
Blue Chip Fund			0.01%			12/30/2021
Diversified Real Asset Fund			0.02%			12/30/2021
Global Multi-Strategy Fund			0.02%			12/30/2021
International Equity Index Fund			0.04%			12/30/2021
International Small Company Fund			0.04%			12/30/2021
Origin Emerging Markets Fund			0.04%			12/30/2021
Small-MidCap Dividend Income Fund			0.02%			12/30/2021

4

SCHEDULE B
Series			Waiver			Expiration
Blue Chip Fund			0.04%			12/30/2021
Bond Market Index Fund			0.015%			12/30/2021
Core Plus Bond Fund			0.06%			02/28/2022
Diversified Real Asset Fund			0.05%			12/30/2021
Edge MidCap Fund			0.05%			12/30/2021
Global Diversified Income Fund			0.08%			02/28/2022
Global Multi-Strategy Fund			0.04%			12/30/2021
High Income Fund			0.015%			02/28/2022
LargeCap Growth Fund I			0.016%			02/28/2022
LargeCap Value Fund III			0.065%			02/28/2022
MidCap Growth Fund III			0.02%			02/28/2022
MidCap Value Fund I			0.02%			02/28/2022
Opportunistic Municipal Fund			0.06%			12/30/2021
Overseas Fund			0.035%			02/28/2022
SmallCap Growth Fund I			0.02%			02/28/2022
SmallCap Value Fund II			0.02%			02/28/2022

5