AMENDMENT 5

AMENDMENT 5

This amendment (the "Amendment") between the parties signing below ("Parties") amends the Existing Agreement as of June 10, 2020 (the "Effective Date"):

Term			Means
"Existing Agreement"			The Distribution Agreement between ALPS and the Trust dated April 16, 2018, as amended
"ALPS"			ALPS Distributors, Inc.
"Trust"			Principal Exchange-Traded Funds

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives.

ALPS DISTRIBUTORS, INC.

PRINCIPAL EXCHANGE-TRADED FUNDS

By:

/s/ Xxxxxxx X. Xxxxxxx

By:

/s/ Xxxxx X. Xxxxxx

Name:

Xxxxxxx X. Xxxxxxx

Name:

Xxxxx X. Xxxxxx

Title:

Director, President and Chief Operating Officer

Title:

Chief Financial Officer

Schedule A to this Amendment

Amendments

As of the Effective Date, the Existing Agreement is amended as follows:

1.    Appendix A of Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following new Appendix A:

APPENDIX A

LIST OF PORTFOLIOS

Principal Active Income ETF

Principal Price Setters Index ETF

Principal Shareholder Yield Index ETF

Principal Healthcare Innovators Index ETF

Principal Millennials Index ETF

Principal U.S. Small-Cap Multi-Factor Index ETF

Principal Active Global Dividend Income ETF

Principal Spectrum Preferred Securities Active ETF

Principal Contrarian Value Index ETF

Principal Sustainable Momentum Index ETF

Principal U.S. Mega-Cap Multi-Factor Index ETF

Principal Investment Grade Corporate Active ETF

Principal Ultra-Short Active Income ETF

Principal U.S. Large-Cap Multi-Factor Core Index ETF

Principal U.S. Small-MidCap Multi-Factor Core Index ETF

Principal International Multi-Factor Core Index ETF

Principal Spectrum Tax-Advantaged Dividend Active ETF

Schedule B to this Amendment

General Terms

1.    Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement.

2.    The Parties' duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto.

3.    This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged.

4.    This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement.