ASSUMPTION AGREEMENT
AGREEMENT made as of May 1, 2017 between Principal
Management Corporation ("PMC") and Xxxxxx Capital
Management L.P. (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 January 20, 2017, 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 Principal
Global Investors, LLC ("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
Xxxxxx Capital Management L.P.
By:
/s/ Xxxx Xxxxxxx
(Authorized Officer)
Name: Xxxx Xxxxxxx
Title: COO
