PRINCIPAL FUNDS, INC.

CONTRACTUAL FEE WAIVER AGREEMENT

AGREEMENT to be effective March 1, 2023 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, 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.

PRINCIPAL FUNDS, INC.

PRINCIPAL GLOBAL INVESTORS, LLC

By:

/s/ Clint L. Woods

By:

/s/ Clint L. Woods

Name:

Clint L. Woods

Name:

Clint L. Woods

Title:

Vice President, Counsel, and Assistant Secretary

Title:

Vice President, Associate General Counsel, and




Secretary

By:

/s/ Beth C. Wilson

By:

/s/ Adam U. Shaikh

Name:

Beth C. Wilson

Name:

Adam U. Shaikh

Title:

Vice President and Secretary

Title:

Assistant General Counsel

1

 

SCHEDULE A

Series

Class A

Class C

Class J

Institutional

Expiration

Class

California Municipal Fund

N/A

N/A

N/A

0.46%

02/29/2024

Core Fixed Income Fund

N/A

N/A

N/A

0.46%

02/29/2024

Core Plus Bond Fund

0.84%

N/A

N/A

0.56%

02/29/2024

Diversified Income Fund

N/A

N/A

N/A

0.68%

02/29/2024

Diversified International Fund

N/A

N/A

N/A

0.85%

02/29/2024

Equity Income Fund

N/A

N/A

N/A

0.52%

02/29/2024

Finisterre Emerging Markets Total Return Bond Fund

N/A

N/A

N/A

0.85%

02/29/2024

Global Emerging Markets Fund

1.45%

N/A

1.30%

1.10%

02/29/2024

Global Real Estate Securities Fund

N/A

N/A

N/A

0.94%

02/29/2024

Government & High Quality Bond Fund

N/A

N/A

N/A

0.53%

02/29/2024

Government Money Market Fund

N/A

N/A

N/A

0.20%

02/29/2024

High Yield Fund

N/A

N/A

N/A

0.61%

02/29/2024

International Fund I

N/A

N/A

N/A

0.79%

02/29/2024

LargeCap S&P 500 Index Fund

N/A

1.30%

N/A

N/A

02/29/2024

MidCap Growth Fund

N/A

N/A

N/A

0.75%

02/29/2024

MidCap Value Fund I

N/A

N/A

N/A

0.69%

02/29/2024

Money Market Fund

0.50%

N/A

N/A

N/A

02/29/2024

Principal LifeTime 2010 Fund

0.38%

N/A

N/A

N/A

02/29/2024

Principal LifeTime 2040 Fund

0.38%

N/A

N/A

N/A

02/29/2024


Principal LifeTime 2050 Fund

0.38%

N/A

N/A

N/A

02/29/2024


Principal LifeTime 2060 Fund

N/A

N/A

0.38%

N/A

02/29/2024


Principal LifeTime 2070 Fund

N/A

N/A

0.30%

0.05%

02/28/2025


Principal LifeTime Hybrid 2015 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2020 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2025 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2030 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2035 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2040 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2045 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2050 Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Hybrid 2055 Fund

N/A

N/A

0.30%

0.05%

02/29/2024


Principal LifeTime Hybrid 2060 Fund

N/A

N/A

0.30%

0.05%

02/29/2024


Principal LifeTime Hybrid 2065 Fund

N/A

N/A

0.30%

0.05%

02/29/2024


Principal LifeTime Hybrid 2070 Fund

N/A

N/A

0.30%

0.05%

02/28/2025


Principal LifeTime Hybrid Income Fund

N/A

N/A

N/A

0.05%

02/29/2024


Principal LifeTime Strategic Income Fund

0.38%

N/A

N/A

N/A

02/29/2024

Real Estate Securities Fund

N/A

N/A

N/A

0.86%

02/29/2024

SmallCap Fund

N/A

N/A

N/A

0.85%

02/29/2024

SmallCap S&P 600 Index Fund

N/A

N/A

N/A

0.21%

02/29/2024

SmallCap Value Fund II

N/A

N/A

N/A

0.96%

02/29/2024


Tax-Exempt Bond Fund

N/A

N/A

N/A

0.45%

02/29/2024

2

 

Series

R-1

R-3

R-4

R-5

Expiration







Government & High Quality Bond Fund

1.29%

0.98%

0.79%

0.67%

02/29/2024

Principal LifeTime 2070 Fund

0.93%

0.62%

0.43%

0.31%

02/28/2025

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, 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:

Series

Class R-6

Expiration

Diversified Income Fund

0.02%

02/29/2024

Global Emerging Markets Fund

0.04%

02/29/2024

Government Money Market Fund

0.00%

02/29/2024

International Fund I

0.04%

02/29/2024

Principal LifeTime Hybrid 2015 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2020 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2025 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2030 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2035 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2040 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2045 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2050 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2055 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2060 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2065 Fund

0.02%

02/29/2024

Principal LifeTime Hybrid 2070 Fund

0.02%

02/28/2025

Principal LifeTime Hybrid Income Fund

0.02%

02/29/2024

SmallCap Fund

0.02%

02/29/2024

SmallCap Growth Fund I

0.01%

02/29/2024

3

 

Series

Class A

Class C

Institutional

Expiration




Class


Blue Chip Fund

N/A

N/A

0.66%

12/30/2023

Diversified Real Asset Fund

1.20%

N/A

0.83%

12/30/2023

Edge MidCap Fund

1.10%

N/A

0.77%

12/30/2023

Global Multi-Strategy Fund

N/A

N/A

1.48%

12/30/2023

Global Sustainable Listed Infrastructure

N/A

N/A

0.88%

12/30/2023

International Equity Index Fund

N/A

N/A

0.31%

12/30/2023

International Small Company Fund

N/A

N/A

1.08%

12/30/2023

Opportunistic Municipal Fund

0.84%

N/A

0.56%

12/30/2023

Origin Emerging Markets Fund

1.45%

N/A

1.10%

12/30/2023

Small-MidCap Dividend Income Fund

1.12%

1.87%

0.85%

12/30/2023

Small-MidCap Growth Fund

N/A

N/A

0.83%

12/30/2023

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, 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, 2023); 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, 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:

Series

Class R-6

Expiration




Diversified Real Asset Fund

0.02%

12/30/2023

Edge MidCap Fund

0.02%

12/30/2023

Global Multi-Strategy Fund

0.02%

12/30/2023

International Equity Index Fund

0.04%

12/30/2023

International Small Company Fund

0.04%

12/30/2023

Small-MidCap Dividend Income Fund

0.02%

12/30/2023

4

 

SCHEDULE B

Series

Waiver

Expiration

Blue Chip Fund

0.03%

12/30/2023

Bond Market Index Fund

0.015%

12/30/2023

High Income Fund

0.015%

02/29/2024

LargeCap Growth Fund I

0.016%

02/29/2024

LargeCap Value Fund III

0.065%

02/29/2024

MidCap Growth Fund III

0.02%

02/29/2024

MidCap Value Fund I

0.02%

02/29/2024

Overseas Fund

0.02%

02/29/2024

SmallCap Growth Fund I

0.02%

02/29/2024

SmallCap Value Fund II

0.02%

02/29/2024

5