PRINCIPAL FUNDS, INC.
SUB-ADVISORY AGREEMENT AMENDMENT
BLACKROCK FINANCIAL MANGEMENT, INC
This AMENDMENT to the Amended and Restated Sub-Advisory
Agreement between Principal Management Corporation (the
"Manager") and BLACKROCK FINANCIAL MANAGEMENT, INC (the
"Sub-Adviser"), executed as of January 1, 2010 (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 would reasonably be expected to lead
to a statutory disqualification under the CEA or an investigation
by any governmental agency or self- regulatory organization
relating to Sub-Advisor's registration as a commodity trading
advisor, in each case, subject to applicable law, attorney-client
privilege and confidentiality restrictions .
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
BLACKROCK FINANCIAL
MANAGEMENT
INC
By: /s/ Xxxxxxx X. Beer
By: /s/ Xxxxx X. Xxxxxxx
PRINT NAME: Xxxxxxx X. Beer
PRINT NAME: Xxxxx X. Xxxxxxx
TITLE: President & CEO
TITLE: Managing Director
DATE: 07/01/2015
DATE: 06/29/2015
