0001572661-16-000132 Sample Contracts

PRINCIPAL EXCHANGE-TRADED FUNDS SUB‑ADVISORY AGREEMENT
Sub-Advisory Agreement • May 5th, 2016 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of March 21, 2016, by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called the “Manager”), and PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called the “Sub‑Advisor”).

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FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED & RESTATED SUB‑ADVISORY AGREEMENT
Sub-Advisory Agreement • May 5th, 2016 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of _________________ , 2016, by and between PRINCIPAL MANAGEMENT CORPORATION (hereinafter called the “Manager”), and PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called the “Sub‑Advisor”).

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED & RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 5th, 2016 • Principal Exchange-Traded Funds

AGREEMENT to be effective _______, 2016, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (hereinafter called the “Fund”) on behalf of each series identified on Schedule 1 attached hereto, as may be amended from time to time (each, a “Series”), and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called the “Manager”).

PRINCIPAL EXCHANGE-TRADED FUNDS MANAGEMENT AGREEMENT
Management Agreement • May 5th, 2016 • Principal Exchange-Traded Funds

AGREEMENT to be effective March 21, 2016, by and between PRINCIPAL EXCHANGE-TRADED FUNDS, a Delaware statutory trust (hereinafter called the “Fund”) on behalf of each series identified on Schedule 1 attached hereto, as may be amended from time to time (each, a “Series”), and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called the “Manager”).

Amendment No.1 to Distribution Agreement
Distribution Agreement • May 5th, 2016 • Principal Exchange-Traded Funds

This Amendment No. 1, dated as of February 23, 2016 (the "Effective Date"), to the Distribution Agreement (this "Amendment"), by and between Principal Exchange-Traded Funds, a Delaware statutory trust (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 ("ALPS").

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