PRINCIPAL FUNDS, INC.
CONTRACTUAL FEE WAIVER AGREEMENT
AGREEMENT to be effective August 13, 2026, by and between Principal Funds, Inc. (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).
The Advisor has contractually agreed to limit the Fund’s expenses (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, expenses related to the ReFlow liquidity program, and other extraordinary expenses) on certain share classes of certain of the Funds. For avoidance of doubt, the expenses associated with collecting tax reclaims in foreign countries, such as countries in the European Union, for taxes withheld in prior years are extraordinary expenses and, as such, are excluded from the expense limits. The reductions and reimbursements are in amounts that maintain total operating expenses at or below certain limits. The limits are expressed as a percentage of average daily net assets attributable to each respective class on an annualized basis. The expenses borne by the Advisor are subject to reimbursement by the Funds through the fiscal year end, provided no reimbursement will be made if it would result in the Funds exceeding the total operating expense limits. The operating expense limits are attached on Schedule A to this Agreement.
Further, the Advisor has contractually agreed to waive a portion of the management fee it receives from certain Funds. The waiver is expressed as a percentage of average daily net assets. The management fee waivers are attached as Schedule B to this Agreement.
The Agreement embodies the entire agreement of the Parties relating to the subject matter hereof. This Agreement supersedes all prior agreement and understandings, and all rights and obligations thereunder are hereby canceled and terminated. No amendment or modification of this Agreement will be valid or binding unless it is in writing by the Parties.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each Party agrees that electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed effective as of the day and year first written above.
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PRINCIPAL FUNDS, INC. | | PRINCIPAL GLOBAL INVESTORS, LLC |
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By: | /s/ Adam U. Shaikh | | By: | /s/ John L. Sullivan |
Name: | Adam U. Shaikh | | Name: | John L. Sullivan |
Title: | Vice President, Assistant General Counsel, and Assistant Secretary | | Title: | Assistant General Counsel |
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By: | /s/ Deanna Y. Pellack | | By: | /s/ David P. Michalik |
Name: | Deanna Y. Pellack | | Name: | David P. Michalik |
Title: | Counsel and Secretary | | Title: | Counsel |
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| SCHEDULE A |
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| Series | Class A | Class J | Institutional
Class | Expiration |
| California Municipal Fund | N/A | N/A | 0.46% | 02/28/2027 |
| Core Fixed Income Fund | N/A | N/A | 0.43% | 02/28/2027 |
| Core Plus Bond Fund | 0.80% | N/A | 0.48% | 02/28/2027 |
| Diversified International Fund | N/A | N/A | 0.85% | 02/28/2027 |
| Equity Income Fund | N/A | N/A | 0.52% | 02/28/2027 |
| Finisterre Emerging Markets Total Return Bond Fund | N/A | N/A | 0.85% | 02/28/2027 |
| Global Emerging Markets Fund | 1.45% | 1.30% | 1.10% | 02/28/2027 |
| Global Real Estate Securities Fund | N/A | N/A | 0.94% | 02/28/2027 |
| Government & High Quality Bond Fund | N/A | N/A | 0.53% | 02/28/2027 |
| Government Money Market Fund | N/A | N/A | 0.20% | 02/28/2027 |
| High Yield Fund | N/A | N/A | 0.60% | 02/28/2027 |
| International Equity Fund | N/A | N/A | 0.79% | 02/28/2027 |
| MidCap Value Fund I | N/A | N/A | 0.69% | 02/28/2027 |
| Money Market Fund | 0.50% | N/A | N/A | 02/28/2027 |
Multi-Sector Income Fund1 | N/A | N/A | 0.66% | 02/29/2028 |
| Overseas Fund | N/A | N/A | 0.91% | 02/28/2027 |
| Principal LifeTime 2050 Fund | 0.38% | N/A | N/A | 02/28/2027 |
| Principal LifeTime 2060 Fund | N/A | 0.38% | N/A | 02/28/2027 |
| Principal LifeTime 2070 Fund | N/A | 0.30% | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2015 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2020 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2025 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2030 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2035 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2040 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2045 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2050 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2055 Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2060 Fund | N/A | 0.30% | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2065 Fund | N/A | 0.30% | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid 2070 Fund | N/A | 0.30% | 0.05% | 02/28/2027 |
| Principal LifeTime Hybrid Income Fund | N/A | N/A | 0.05% | 02/28/2027 |
| Principal LifeTime Strategic Income Fund | 0.38% | N/A | 0.00% | 02/28/2027 |
| Real Estate Securities Fund | N/A | N/A | 0.86% | 02/28/2027 |
| SmallCap Fund | N/A | N/A | 0.85% | 02/28/2027 |
| SmallCap S&P 600 Index Fund | N/A | N/A | 0.21% | 02/28/2027 |
| SmallCap Value Fund II | N/A | N/A | 0.93% | 02/28/2027 |
| Tax-Exempt Bond Fund | N/A | N/A | 0.45% | 02/28/2027 |
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Series | Class R-3 | Class R-5 | Expiration |
Government & High Quality Bond Fund | 0.98% | 0.67% | 02/28/2027 |
Principal LifeTime 2070 Fund | 0.62% | 0.31% | 02/28/2027 |
In addition, the Advisor has contractually agreed to limit the expenses identified as “Other Expenses” related to certain share classes of certain of the Funds by paying, if necessary, expenses normally payable by the Fund (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, expenses related to the ReFlow liquidity program, and other extraordinary expenses) to maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) at or below certain limits. For avoidance of doubt, the expenses associated with collecting tax reclaims in foreign countries, such as countries in the European Union, for taxes withheld in prior years are extraordinary expenses and, as such, are excluded from the expense limits. The limits are expressed as a percent of average net assets on an annualized basis. The Other Expenses limits and the agreement terms are as follows:
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| Series | Class R-6 | Expiration |
| Diversified International Fund | 0.04% | 02/28/2027 |
| Government Money Market Fund | 0.00% | 02/28/2027 |
| International Bond Fund | 0.04% | 02/28/2027 |
Multi-Sector Income Fund1 | 0.02% | 02/29/2028 |
| Principal LifeTime Hybrid 2015 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2020 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2025 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2045 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2050 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2055 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2060 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2065 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid 2070 Fund | 0.02% | 02/28/2027 |
| Principal LifeTime Hybrid Income Fund | 0.02% | 02/28/2027 |
| SmallCap Growth Fund I | 0.01% | 02/28/2027 |
| SmallCap Value Fund II | 0.02% | 02/28/2027 |
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| Series | Class A | Class C | Institutional Class | Expiration |
| Blue Chip Fund | N/A | N/A | 0.66% | 12/30/2026 |
| Diversified Real Asset Fund | 1.20% | N/A | 0.83% | 12/30/2026 |
| Global Listed Infrastructure Fund | N/A | N/A | 0.65% | 12/30/2026 |
| Global Multi-Strategy Fund | N/A | N/A | 1.39% | 12/30/2026 |
| International Equity Index Fund | N/A | N/A | 0.28% | 12/30/2026 |
| International Small Company Fund | N/A | N/A | 1.08% | 12/30/2026 |
| Opportunistic Municipal Fund | 0.84% | N/A | 0.56% | 12/30/2026 |
| Small-MidCap Dividend Income Fund | 1.12% | 1.87% | 0.85% | 12/30/2026 |
For Capital Securities Fund, the Advisor has agreed contractually to limit the Fund’s expenses attributable to Class S shares by paying expenses normally payable by the Fund (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, expenses related to the ReFlow liquidity program, and other extraordinary expenses) to maintain a total level of operating expenses (expressed as a percent of average net assets on an annualized basis) not to exceed 0.00%. For avoidance of doubt, the expenses associated with collecting tax reclaims in foreign countries, such as countries in the European Union, for taxes withheld in prior years are extraordinary expenses and, as such, are excluded from the expense limit. It is expected that the expense limit will continue permanently (and in any event, at least through December 30, 2026); however, Principal Funds, Inc. and the Advisor, the parties to the agreement, may mutually agree to terminate the expense limit.
In addition, the Advisor has contractually agreed to limit the expenses identified as “Other Expenses” related to certain share classes of certain of the Funds by paying, if necessary, expenses normally payable by the Fund (excluding interest expense, expenses related to fund investments, acquired fund fees and expenses, expenses related to the ReFlow liquidity program, and other extraordinary expenses) to maintain "Other Expenses" (expressed as a percent of average net assets on an annualized basis) at or below certain limits. For avoidance of doubt, the expenses associated with collecting tax reclaims in foreign countries, such as countries in the European Union, for taxes withheld in prior years are extraordinary expenses and, as such, are excluded from the expense limits. The limits are expressed as a percent of average net assets on an annualized basis. The Other Expenses limits and the agreement terms are as follows:
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| Series | Class R-6 | Expiration |
| Diversified Real Asset Fund | 0.02% | 12/30/2026 |
| Global Macro Fund | 0.04% | 12/30/2026 |
| Global Multi-Strategy Fund | 0.04% | 12/30/2026 |
| International Equity Index Fund | 0.04% | 12/30/2026 |
| International Small Company Fund | 0.04% | 12/30/2026 |
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| SCHEDULE B |
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| Series | Waiver | Expiration |
| Blue Chip Fund | 0.03% | 12/30/2026 |
| Global Listed Infrastructure Fund | 0.11% | 12/30/2026 |
| LargeCap Growth Fund I | 0.016% | 02/28/2027 |
| LargeCap Value Fund III | 0.02% | 02/28/2027 |
| MidCap Value Fund I | 0.02% | 02/28/2027 |
| Overseas Fund | 0.02% | 02/28/2027 |
| SmallCap Growth Fund I | 0.02% | 02/28/2027 |
| SmallCap Value Fund II | 0.02% | 02/28/2027 |
For Government Money Market Fund, the Advisor has agreed contractually to reduce the fund’s management fees in an amount equal to all acquired fund fees and expenses through February 28, 2027.
For LargeCap Value Fund III, the Advisor has agreed contractually to reduce the fund’s management fees in an amount equal to the fund’s acquired fund fees and expenses represented by the fund’s investment in a particular unaffiliated exchange-traded fund that pursues a pure value investment strategy through February 28, 2027.
For Multi-Sector Income Fund1, the Advisor has agreed contractually to reduce the fund’s management fees in an amount equal to the fund’s acquired fund fees and expenses represented by the fund’s investment in affiliated exchange-traded funds through February 29, 2028.
For Spectrum Preferred and Capital Securities Income Fund, the Advisor has agreed contractually to reduce the fund’s management fees in an amount equal to the fund’s acquired fund fees and expenses represented by the fund’s investment in affiliated exchange-traded funds through December 30, 2027.
1 Effective August 25, 2026, the Diversified Income Fund will change its name to Multi-Sector Income Fund.