PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT AMENDMENT
BROOKFIELD INVESTMENT MANAGEMENT INC
This AMENDMENT to the Sub-Advisory Agreement between Principal
Management Corporation (the "Manager") and BROOKFIELD
INVESTMENT MANAGEMENT INC (the "Sub-Adviser"), executed as of
February 3, 2012 (the "Sub-Advisory Agreement") with respect to
Diversified Real Asset Fund, is effective as of July 1, 2015.
1. The Agreement is hereby amended to add the following as
Section 12:
The Sub-Advisor acknowledges Manager's representation that
the Diversified Real Asset 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
BROOKFIELD INVESTMENT
MANAGEMENT INC
By: /s/ Xxxxxxx X. Beer
By: /s/ Xxxxxxxx X. Xxxxx
PRINT NAME: Xxxxxxx X. Beer
PRINT NAME: Xxxxxxxx X. Xxxxx
TITLE: President & CEO
TITLE: CFO & General Counsel
DATE: 07/01/2015
DATE: June 22, 2015
