0001572661-16-000207 Sample Contracts

PRINCIPAL EXCHANGE-TRADED FUNDS
Sub-Advisory Agreement • September 19th, 2016 • Principal Exchange-Traded Funds • Iowa

AGREEMENT executed as of August 19, 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 AND RESTATED SUB‑ADVISORY AGREEMENT
Sub-Advisory Agreement • September 19th, 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”).

PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED & RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 19th, 2016 • Principal Exchange-Traded Funds

AGREEMENT to be effective August 22, 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. 2 to Distribution Agreement
Distribution Agreement • September 19th, 2016 • Principal Exchange-Traded Funds

This Amendment No. 2, dated as of August 15, 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").

FORM OF PRINCIPAL EXCHANGE-TRADED FUNDS AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 19th, 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”).

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