ASSUMPTION AGREEMENT
AGREEMENT made as of April 28, 2017 between Principal
Management Corporation ("PMC") and Principal Global Investors, LLC
("PGI"), each an indirect, wholly-owned subsidiary of Principal
Financial Group, Inc.
WHEREAS, Principal Exchange-Traded Funds 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 the
Principal EDGE Active Income ETF series of Principal Exchange-Traded
Funds (the "Fund") pursuant to a Management Agreement dated July 8,
2015, as amended (the "Investment Advisory Agreement");
WHEREAS, PMC will merge with and into PGI on or about May 1,
2017 (the foregoing referred to as the "Merger");
WHEREAS, the Merger will not result in any changes to the
personnel or investment operations with respect to the Fund; and
WHEREAS, PMC and PGI now desire to have PGI assume PMC's
rights and responsibilities with respect to the Fund pursuant to the
Investment 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 Investment Advisory Agreement with respect to the Fund upon
the completion of the Merger.
2. PGI and PMC hereby represent that (i) the management and
personnel of PMC responsible for providing investment advisory
services to the Fund under the Investment Advisory Agreement,
including the portfolio managers and the supervisory personnel, are or
will be staff or associated persons of PGI, in which capacity they
will continue to provide such services for the Fund, and (ii) PGI and
PMC are each indirect wholly-owned subsidiaries of Principal Financial
Group, Inc. PGI and PMC believe that the assumption affected by this
Assumption Agreement does not involve a change in actual control or
actual management with respect to the investment adviser of the Fund.
3. The parties hereby agree that this Assumption Agreement shall
be attached to and made a part of the Investment 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/ Xxxxxxx XxXxxxxx
(Authorized
Officer)
Name: Xxxxxxx XxXxxxxx
Title: Sr Exec Dir - Investments
By:
/s/
Xxxxxx Xxxxxxxx
(Authorized Officer)
Name: Xxxxxx Xxxxxxxx
Title:
Assistant General Counsel
