0001572661-15-000016 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Massachusetts

THIS AGREEMENT is made as of the ____ day of ___________, 2014, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and Principal Exchange-Traded Funds , a Delaware statutory trust having its principal office and place of business at 711 High Street, Des Moines, Iowa 50392-2080 (the “Trust”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Colorado

THIS AGREEMENT is made as of __________, 20__, by and between Principal Exchange-Traded Funds, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

PRINCIPAL EXCHANGE-TRADED FUNDS PARTICIPANT AGREEMENT
Participant Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Delaware

This Participant Agreement (the “Agreement”) is entered into by and among ALPS Distributors, Inc. (the “Distributor”) and [Firm] [Participant’s Name and NSCC#] (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company, as transfer agent (the “Transfer Agent”). Principal Exchange-Traded Funds Trust (the “Trust”) is an open-end management investment company organized as a Delaware statutory trust consisting of separate investment portfolios (each, a “Fund” and collectively, the “Funds”) as set forth in Attachment A hereto. The Distributor has been retained as principal underwriter of the Trust and provides certain services in connection with the sale and distribution of shares of beneficial interest of the Funds (the “Shares”). The Transfer Agent has been retained to provide certain transfer agency services with respect to the purchase and redemption of Shares.

PRINCIPAL EXCHANGE-TRADED FUNDS SUB‑ADVISORY AGREEMENT PRINCIPAL GLOBAL INVESTORS, LLC SUB-ADVISED SERIES
Sub-Advisory Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of _________, 2015 by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called “the Manager”), and PRINCIPAL GLOBAL INVESTORS, LLC. (hereinafter called "the Sub‑Advisor").

PRINCIPAL FUNDS, INC. DISTRIBUTION PLAN AND AGREEMENT PRINCIPAL EXCHANGE-TRADED FUNDS
Distribution Agreement • April 21st, 2015 • Principal Exchange-Traded Funds

DISTRIBUTION PLAN AND AGREEMENT made as of _________, 2015, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware Trust (the "Fund"), and ALPS Distributors, Inc., a Colorado Corporation (the " Distributor ").

PRINCIPAL EXCHANGE-TRADED FUNDS MANAGEMENT AGREEMENT
Management Agreement • April 21st, 2015 • Principal Exchange-Traded Funds

AGREEMENT to be effective _________, 2015, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (hereinafter called the “Fund”) and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called the “Manager”).

Custodian Agreement
Custodian Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Massachusetts

This Agreement is made as of _________, 2015 by and between Principal Exchange-Traded Funds, a statutory trust organized and existing under the laws of Delaware (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • April 21st, 2015 • Principal Exchange-Traded Funds

AGREEMENT made this ______ day of ________, 2015 by and between Principal Exchange-Traded Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS SUB‑ADVISORY AGREEMENT EDGE ASSET MANAGEMENT, INC. SUB-ADVISED SERIES
Sub-Advisory Agreement • April 21st, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of _________, 2015 by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called “the Manager”), and EDGE ASSET MANAGEMENT, INC. (hereinafter called "the Sub‑Advisor").

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