0001572661-15-000049 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Colorado

THIS AGREEMENT is made as of May 1, 2015, by and between Principal Exchange­ Traded Funds, a Delaware statutory trust (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation ("ALPS").

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MANAGEMENT AGREEMENT
Principal Exchange-Traded Funds • October 27th, 2015 • Principal Exchange-Traded Funds

AGREEMENT to be effective July 8, 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”).

PRINCIPAL EXCHANGE-TRADED FUNDS SUB-ADVISORY AGREEMENT
Principal Exchange-Traded Funds Sub-Advisory Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of July 8, 2015 and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called "the Manager"}, and EDGE ASSET MANAGEMENT, INC. (hereinafter called "the Sub-Advisor").

PRINCIPAL EXCHANGE-TRADED FUNDS SUB-ADVISORY AGREEMENT
Principal Exchange-Traded Funds Sub-Advisory Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of July 8, 2015 by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called "the Manager"), and PRINCIPAL GLOBAL INVESTORS, LLC. (hereinafter called "the Sub-Advisor").

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Massachusetts

This Transfer Agency and Service Agreement ("Agreement") dated and effective as of May 21, 2015, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Transfer Agent"), and Principal Exchange-Traded Funds, a Delaware statutory trust (the "Trust") .

PRINCIPAL EXCHANGE-TRADED FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Principal Exchange • October 27th, 2015 • Principal Exchange-Traded Funds

AGREEMENT made this 8th day of July, 2015 by and between Principal Exchange-Traded Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

CUSTODIAN AGREEMENT
Custodian Agreement • October 27th, 2015 • Principal Exchange-Traded Funds • Massachusetts

This Agreement is made as of May 21, 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").

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