PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT AMENDMENT
XXXXXX CAPITAL MANAGEMENT, L.P.
This AMENDMENT to the Sub-Advisory Agreement between Principal
Management Corporation (the "Manager") and XXXXXX CAPITAL
MANAGEMENT, L.P. (the "Sub-Adviser"), executed as of April, 7 2014
(the "Sub-Advisory Agreement") with respect to Global Multi-Strategy
Fund, is effective as of July 1, 2015.
1. This Amendment hereby replaces Section 11(f) of the Sub-
Advisory Agreement in its entirety with the following:
The Sub-Advisor acknowledges Manager's representation
that the Global Multi-Strategy 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
XXXXXX CAPITAL
MANAGEMENT, L.P.
By: /s/ Xxxxxxx X. Beer
By: /s/ Xxxx Xxxxxxx
PRINT NAME: Xxxxxxx X. Beer
PRINT NAME: Xxxx Xxxxxxx
TITLE: President & CEO
TITLE: COO
DATE: 07/01/2015
DATE: 6/29/2015
