Common use of Duration and Termination of this Agreement Clause in Contracts

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, or the Manager or by vote of a majority of the outstanding voting securities of the Series Series, in each case, on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance CompanyFinancial Group, Inc., the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person accordance with the requirements of the 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation at a meeting called for which the purpose of voting on such approvalFund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Account. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Account and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series an Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Series Account during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series Account on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days' written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. (a) This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Adviser, the Sub-Adviser, or the Fund, cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Portfolio. It shall continue in effect for a period an initial term of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Portfolio and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance CompanyAdviser, the Sub-Advisor Adviser or the Fund Fund, cast in person at a meeting called for the purpose of voting on such approval. . (b) If the shareholders of a Series the Portfolio fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series Portfolio or Segment pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Subsub-Advisor adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series Portfolio or Segment during such period is in compliance with Rule 15a-4 under the 1940 Act. . (c) This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, or the Manager Adviser or by vote of a majority of the outstanding voting securities of the Series Portfolio on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" ” and "“voting security"”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person accordance with the requirements of the 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation at a meeting called for which the purpose of voting on such approvalFund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days' written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminated, shall continue in effect for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Allocated Assets of such Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. (a) This Agreement shall become effective as of the date of upon its execution and, unless otherwise terminated, and shall continue in effect for a period of until two years and thereafter from the date of the Original Agreement. Thereafter, this Agreement shall continue in effect from year to year year, provided that the its continuance is specifically approved at least annually either (a) by the Board vote of Directors a “majority of the Fund outstanding voting securities” of the Company or by a vote of the Board, and (b) by vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the ManagerIndependent Directors, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders The Company (either by vote of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a “majority of the outstanding voting securities securities” of the Series on sixty days Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written noticenotice to the Administrator. This Agreement shall automatically and immediately terminate in the event of its “assignment.” The Administrator may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Company. In interpreting This Agreement shall become effective as of the provisions first date above written. (b) Notwithstanding the termination or expiration of this Section 9Agreement, the definitions contained Administrator shall be entitled to any amounts owed under Section 5 through the date of termination or expiration and Section 6 shall continue in Section 2(aforce and effect and apply to the Administrator and all Indemnified Parties as and to the extent applicable. (c) This Agreement may not be assigned by a party without the consent of the 1940 Act (particularly other party; provided, however, that the definitions rights and obligations of "interested person," "assignment" and "voting security") the Company under this Agreement shall not be applieddeemed to be assigned to a newly formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly formed entity, provided that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. (a) This Agreement, with respect to each Fund, was initially approved, and is effective, on the dates set forth in the attached Schedule A; provided that, with respect to any Fund, this Agreement shall become effective as of the date of its execution and, not take effect unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically it has first been approved at least annually either by the Board of Directors of the Fund or (i) by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Independent Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund Members cast in person at a meeting called for the purpose of voting on such approval. If the shareholders , and (ii) by vote of a Series fail majority of that Fund’s outstanding voting securities. (b) This Agreement shall remain in force until the termination date set forth in the attached Schedule A and from year to approve year thereafter, but only so long as such continuance is specifically approved at least annually by the Agreement vote of a majority of the members of the Board who are not interested persons of the Adviser, cast in person at a meeting called for the purpose of voting on such approval and by a vote of the Board or any of a majority of the outstanding voting securities of the Trust. The requirement that continuance of the this Agreement be specifically approved at least annually shall be construed in accordance a manner consistent with the requirements of 1940 Act and the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on sixty (60) days written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by the Sub-AdvisorBoard, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeFund, individually, or by the Adviser. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "”, “assignment" ” and "“majority of the outstanding voting security") securities”), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as of upon the date of its execution execution, and, unless otherwise terminatedterminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect for a period of two years and thereafter from year to year provided that the indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually either (i) by the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting securities of the Series Trust and in either event (ii) by a the vote of a majority of the Board of Directors those Trustees of the Fund Trust who are not interested persons of the Manager, Principal Life Insurance CompanySub-Adviser, the Sub-Advisor Adviser, or the Fund Trust cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time as to the Trust without the payment of any penalty by (i) the Board of Directors Adviser, subject to the approval of the Fund or by Trustees of the Sub-Advisor, Trust; (ii) the Manager or by vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Series Trust at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty days (60) days’ written notice. This Agreement shall terminate automatically terminate in the event of its assignmentassignment or in the event that the Advisory Agreement shall have terminated for any reason. In interpreting the provisions event of this Section 9termination for any reason, the definitions contained in Section 2(a) all records of the 1940 Act (particularly Trust shall promptly be returned to the definitions Adviser or the Trust, free from any claim or retention of "interested person," "assignment" rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and "voting security") shall be appliedretain a copy of such records.

Duration and Termination of this Agreement. This Agreement shall become effective as of upon the date of its execution execution, and, unless otherwise terminatedterminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect for a period of two years and thereafter from year to year provided that the indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually either (i) by the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting securities of the Series Trust and in either event (ii) by a the vote of a majority of the Board of Directors those Trustees of the Fund Trust who are not interested persons of the Manager, Principal Life Insurance CompanySub-Adviser, the Sub-Advisor Adviser, or the Fund Trust cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time as to the Trust without the payment of any penalty by (i) the Board of Directors Adviser, subject to the approval of the Fund or by Trustees of the Sub-Advisor, Trust; (ii) the Manager or by vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Series Trust at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty days (60) days’ written notice. This Agreement shall terminate automatically terminate in the event of its assignmentassignment or in the event that the Advisory Agreement shall have terminated for any reason. In interpreting the provisions event of this Section 9termination for any reason, the definitions contained in Section 2(a) all records of the 1940 Act (particularly Trust shall promptly be returned to the definitions Adviser or the Trust, free from any claim or retention of "interested person," "assignment" rights in such record by the Sub­ Adviser, although the Sub-Adviser may, at its own expense, make and "voting security") shall be appliedretain a copy of such records.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors Trustees of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors Trustees of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied. Notwithstanding anything herein to the contrary, the provisions of Sections 5 and 6 shall survive the termination of this Agreement.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors Trustees of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors Trustees of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days' written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This The term of this Agreement shall become effective as begin with respect to each Fund upon the commencement of the date of its execution and, unless otherwise terminated, respective Fund's operations and shall continue in effect with respect to the Fund for a period of two years and thereafter years. This Agreement shall continue in effect with respect to each Fund from year to year provided that the thereafter, subject to termination as hereinafter provided, if such continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of (a) a majority of the outstanding voting securities of the Series Fund or by vote of the Trust's Board of Trustees, cast in person at a meeting called for the purpose of voting on such approval, and in either event (b) by a vote of a majority of the Board of Directors Trustees of the Fund Trust who are not parties to this Agreement or "interested persons persons" of the Managerany party to this Agreement, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the This Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Actmay, the Sub-Advisor will continue to act as Sub-Advisor on sixty (60) days' written notice, be terminated with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; providedFund, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or Trustees, by the Sub-Advisor, the Manager or by a vote of a majority of the outstanding voting securities of the Series on sixty days written noticeFund, or by you. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions assignment No provision of this Section 9Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall be effective until approved by the definitions contained in Section 2(a) Board of Trustees, including a majority of the 1940 Trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Act (particularly by the definitions Securities and Exchange Commission or its staff) by vote of "interested person," "assignment" and "the holders of a majority of the outstanding voting security") shall be appliedsecurities of the Fund to which the amendment relates.

Duration and Termination of this Agreement. This Agreement shall become effective on the date first written above, subject to the condition that the Trust’s Board of Trustees (“Board”), including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the date of its execution andTrust shall have approved this Agreement. Unless terminated as provided herein, unless otherwise terminatedthe Agreement shall continue in full force and effect through November 30, 2008, and shall continue in effect for a period of two years and thereafter from year to year provided that the thereafter with respect to each Fund so long as such continuance is specifically approved at least annually either (i) by a vote of a majority of the outstanding voting securities of such Funds (as defined in the ▇▇▇▇ ▇▇▇) or (ii) by a vote of a majority of the Trustees of the Trust, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act), cast in person at a meeting called for the purpose of voting on this Agreement. However, any approval of this Agreement by the holders of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of a Fund shall be effective to continue this Agreement with respect to such Fund notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding voting securities of any other Fund, or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding voting securities of the Trust, unless such approval shall be required by any other applicable law or otherwise. This Agreement may be terminated as to a particular Fund at any time on sixty (60) days’ written notice, without the payment of any penalty, by the Trust (by vote of a majority of the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund Fund) or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeDistributor. This Agreement shall terminate automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained assignment as described in Section 2(a) of the 1940 Act (particularly and the definitions of "interested person," "assignment" rules and "voting security") shall be appliedinterpretations thereunder.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Account. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Account and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series an Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Account during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series Account on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This (a) With respect to each Fund, this Agreement shall become effective as of take effect on the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically which this Agreement has been approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the Series 1940 Act) of such Fund (the “Effective Date”) and shall remain in either event effect through June 30, 2025, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund, in accordance with the 1940 Act and the rules thereunder, interpretations of the SEC, and any exemptive order upon which the Fund may rely, at least annually by a (i) the Board of Trustees or by the vote of a majority of the Board of Directors outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. thereof. (b) This Agreement may be terminated at any time without the payment of any penalty with respect to a Fund by the Board of Directors of the Fund or by the Sub-AdvisorTrustees, the Manager Adviser, or by vote of a majority of the outstanding voting securities of the Series on Fund, without the payment of any penalties, upon sixty days (60) days’ written noticenotice to the Sub-Adviser, and by the Sub-Adviser upon sixty (60) days’ written notice to the Fund and the Adviser. This Agreement shall automatically terminate in In the event of its assignment. In interpreting a termination, the provisions Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees or the Adviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund. (c) This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Section 9Agreement, unless the definitions contained other party in Section 2(amaterial breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice. (d) Any “assignment” (as that term is defined in the 1940 Act) of this Agreement will result in automatic termination of this Agreement. The Sub-Adviser will notify the Trust and the Adviser of any such assignment and of any changes in key personnel who are either the portfolio manager(s) of the 1940 Act (particularly Funds or senior management of the definitions Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable legal, printing, mailing, proxy and related expenses of "interested person," "assignment" the Trust and "voting security") shall be appliedthe Sub-Adviser, if any, arising out of an assignment of this Agreement by the Sub-Adviser.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Adviser, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor Adviser or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Subsub-Advisor adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution andset forth on Appendix B to this Agreement, as may be amended from time to time, and unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and ", "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution first written above and, unless otherwise validly terminated, shall continue in effect for a period of two years and thereafter from year to year year; provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event by a vote of a majority of the Board of Directors members of the Fund Board who are not parties to this Agreement or interested persons of the Managerany such party, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board or the shareholders of a Series Fund fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as the Sub-Advisor Adviser with respect to the Series Fund pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series Fund during such period is in compliance with Rule 15a-4 under of the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty (i) by vote of a majority of the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by a vote of a majority of the outstanding voting securities of the Series Fund, (ii) by the Adviser on sixty days (60) days’ written notice (or immediately in the event of a material breach by the Sub-Adviser); or (iii) by the Sub-Adviser on ninety (90) days’ written notice. This Agreement shall automatically terminate in the event of its assignment. This Agreement shall also terminate in the event that the Advisory Agreement is terminated. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" ” and "“voting security"”) shall be applied.

Duration and Termination of this Agreement. (a) This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Adviser, the Sub-Adviser, or the Fund, cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Portfolio. It shall continue in effect for a period an initial term of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Portfolio and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance CompanyAdviser, the Sub-Advisor Adviser or the Fund Fund, cast in person at a meeting called for the purpose of voting on such approval. . (b) If the shareholders of a Series the Portfolio fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series Portfolio or Segment pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Sub-Advisor sub- adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series Portfolio or Segment during such period is in compliance with Rule 15a-4 under the 1940 Act. . (c) This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, or the Manager Adviser or by vote of a majority of the outstanding voting securities of the Series Portfolio on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, or the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 910, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied. In either case, any open trades which have not settled on the effective date of termination will settle for the account of the Fund. .

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 912, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 910, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and------------------------------------------ remain in force until June 30, unless otherwise terminated, 1994 and shall continue in effect for a period periods of two years and thereafter from one year to year provided that the thereafter, but only so long as such continuance is specifically approved at least annually either (a) by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund Trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the ManagerTrust and have no financial interest in this Agreement, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders approval and (b) by a vote of a Series fail to approve majority of the Agreement Board of Trustees or any of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of the this Agreement be "specifically approved at least annually" shall be construed in accordance a manner consistent with the requirements of 1940 Act and the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days' written notice to the other party, be terminated at any time without the payment of any penalty penalty, by the Board of Directors Trustees of the Fund or by the Sub-AdvisorTrust, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeFund, or by you. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Series Fund during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. (a) This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Adviser, the Sub-Adviser, or the Fund, cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Portfolio. It shall continue in effect for a period an initial term of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Portfolio and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance CompanyAdviser, the Sub-Advisor Adviser or the Fund Fund, cast in person at a meeting called for the purpose of voting on such approval. . (b) If the shareholders of a Series the Portfolio fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series Segment pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Subsub-Advisor adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series Segment during such period is in compliance with Rule 15a-4 under the 1940 Act. . (c) This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, or the Manager Adviser or by vote of a majority of the outstanding voting securities of the Series Portfolio on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" ” and "“voting security"”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth in Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth in Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective remain in ------------------------------------------ force as of the date of its execution andto each Fund until June 30, unless otherwise terminated, 1998 and shall continue in effect for a period periods of two years and thereafter from one year to year provided that the thereafter, but only so long as such continuance is specifically approved at least annually either (a) by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund [Trustees/Directors] who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the ManagerRegistrant and have no financial interest in this Agreement, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders approval and (b) by a vote of a Series fail to approve majority of the Agreement Board of [Trustees/Directors] of the Registrant or any of a majority of the outstanding voting securities of such Fund. The aforesaid requirement that continuance of the this Agreement be "specifically approved at least annually" shall be construed in accordance a manner consistent with the requirements of 1940 Act and the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days written notice to the other party, be terminated in its entirety or as to a particular Fund at any time without the payment of any penalty penalty, by the Board of Directors [Trustees/Directors] of the Fund or by the Sub-AdvisorRegistrant, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticea Fund, or by you. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 97, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and and, in either event event, by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of upon the date of its execution execution, and, unless otherwise terminatedterminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect for a period of two years and thereafter from year to year provided that the indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually either (i) by the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting securities of the Series Trust and in either event (ii) by a the vote of a majority of the Board of Directors those Trustees of the Fund Trust who are not interested persons of the Manager, Principal Life Insurance CompanySub-Adviser, the Sub-Advisor Adviser, or the Fund Trust cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time as to the Trust without the payment of any penalty by (i) the Board of Directors Adviser, subject to the approval of the Fund or by Trustees of the Sub-Advisor, Trust; (ii) the Manager or by vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Series Trust at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty days (60) days’ written notice. This Agreement shall terminate automatically terminate in the event of its assignmentassignment or in the event that the Advisory Agreement shall have terminated for any reason. In interpreting the provisions event of this Section 9termination for any reason, the definitions contained in Section 2(a) all records of the 1940 Act (particularly Trust shall promptly be returned to the definitions Adviser or the Trust, free from any claim or retention of "interested person," "assignment" rights in such record by the Sub­ Adviser, although the Sub-Adviser may, at its own expense, make and "voting security") shall be applied.retain a copy of such records. ▇▇▇▇▇ ▇▇▇▇▇ TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminated, shall continue in effect for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Sub- Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Allocated Assets of such Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Sub-Advisor Adviser or other definitive action; provided, JL - 5 that the compensation received by the Sub-Advisor Adviser in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Sub- Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series the Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Account during such period is in compliance with Rule 15a-4 under the 1940 Act. EA - 4 This Agreement may may, on sixty days written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by Fund, the Sub-Advisor, Advisor or the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeSeries. This Agreement shall automatically terminate in the event of its assignmentassignment or upon termination of the Management Agreement. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement ------------------------------------------ shall become effective as of the date of its execution andremain in force June 30, unless otherwise terminated, 1996 and shall continue in effect for a period periods of two years and one year thereafter from year to year provided that the but only so long as such continuance is specifically approved at least annually either (a) by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the ManagerCompany and have no financial interest in this Agreement, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders approval and (b) by a vote of a Series fail to approve majority of the Agreement Board of Directors of the Company or any of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of the this Agreement be "specifically approved at lease annually" shall be construed in accordance a manner consistent with the requirements of 1940 Act and the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days' written notice to the other party, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by the Sub-AdvisorCompany, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeFund, or by you. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by an rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Mutual Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Mutual Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may may, on sixty days written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by Fund, the Sub-Advisor, Advisor or the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeSeries. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Sub- Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series the Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Account during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may may, on sixty days written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by Fund, the Sub-Advisor, Advisor or the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeSeries. This Agreement shall automatically terminate in the event of its assignmentassignment or upon termination of the Management Agreement. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Mutual Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Mutual Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may may, on sixty days written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by Fund, the Sub-Advisor, Advisor or the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeSeries. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" ” and "“voting security"”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Account. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Account and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series the Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series Account on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminated, shall continue in effect for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Sub­ Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of upon the date of its execution execution, and, unless otherwise terminatedterminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect for a period of two years and thereafter from year to year provided that the indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually either (i) by the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting securities of the Series Trust and in either event (ii) by a the vote of a majority of the Board of Directors those Trustees of the Fund Trust who are not interested persons of the Manager, Principal Life Insurance CompanySub-Adviser, the Sub-Advisor Adviser, or the Fund Trust cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time as to the Trust without the payment of any penalty by (i) the Board of Directors Adviser, subject to the approval of the Fund or by Trustees of the Sub-Advisor, Trust; (ii) the Manager or by vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Series Trust at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty days (60) days’ written notice. This Agreement shall terminate automatically terminate in the event of its assignmentassignment or in the event that the Advisory Agreement shall have terminated for any reason. In interpreting the provisions event of this Section 9termination for any reason, the definitions contained in Section 2(a) all records of the 1940 Act (particularly Trust shall promptly be returned to the definitions Adviser or the Trust, free from any claim or retention of "interested person," "assignment" rights in such record by the Sub­ Adviser, although the Sub-Adviser may, at its own expense, make and "voting security") shall be applied.retain a copy of such records. ▇▇▇▇▇ ▇▇▇▇▇ TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution andhereof and shall remain in force until August 31, unless otherwise terminated1987 and with respect to each Series, shall continue in effect for a period of two years and thereafter from year to year provided that the there- AARP/▇▇▇▇▇▇▇ Financial Management Company -12- December 16, 1985 after, but only so long as such continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund trustees who are not interested persons of you or of the ManagerTrust, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of approval and by a Series fail to approve the Agreement or any continuance vote of the Agreement in accordance with the requirements of the 1940 ActTrustees, the Sub-Advisor will continue to act as Sub-Advisor or, with respect to the Series pending the required approval each Series, by vote of a majority of the outstanding voting securities of such Series of the Trust. The aforesaid requirement that continuance of this Agreement or its continuance or of any contract be "specifically approved at least annually" shall be construed in a manner consistent with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that Investment Company Act of 1940 and the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days' written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by the Sub-AdvisorTrustees, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeTrust (or Series, with respect only to that Series), or by you. This Agreement shall automatically terminate in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not AARP/▇▇▇▇▇▇▇ Financial Management Company -13- December 16, 1985 be deemed to be an assignment for the purposes of this Agreement. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the Investment Company Act of 1940 Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 912, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve approve. the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the the·· required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 Rule.15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days' written notice. This ▇▇.▇▇ Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, 8. the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "'interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time time, without the payment of any penalty penalty, by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days' written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective on October 21, 2022 or on such later date approved by the Trust's Board of Trustees ("Board"), including a majority of those Trustees who are not parties to this Agreement or interested persons (as of such term is defined in the 1940 Act) thereof. Unless terminated as provided herein, the Agreement shall continue in full force and effect for two years from the effective date of its execution andthis Agreement with respect to the Funds listed on Schedule A. Thereafter, unless otherwise terminatedearlier terminated with respect to a Fund, this Agreement shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically for successive one (1) year periods if approved at least annually either by the Board of Directors of the Fund or (i) by a vote of a majority of the outstanding voting securities of such Funds (as defined in the Series 1940 Act) or by a vote of the Trustees of the Trust, and in either event (ii) by a vote of a majority of the Board of Directors Trustees of the Fund Trust who are not interested persons or parties to this Agreement (other than as Trustees of the ManagerTrust), Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approvalthis Agreement. If With respect to any Fund that was added to Schedule A hereto after the shareholders date of a Series fail to approve this Agreement, the Agreement shall become effective on the later of: (i) the date Schedule A is amended to reflect the addition of such Fund under the Agreement; or any continuance (ii) the date upon which the Shares of the Agreement Fund are first sold to eligible investors, subject to the condition that the Fund's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in accordance with the requirements of the 1940 Act) of the Placement Agent shall have approved this Agreement, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required such Fund. However, any approval of the this Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor holders of a majority of the outstanding voting securities (as defined in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This ) of a Fund shall be effective to continue this Agreement may be terminated at any time without the payment of any penalty with respect to such Fund notwithstanding (i) that this Agreement has not been approved by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote holders of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9any other Fund, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.or

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, or the Manager or by vote of of' a majority of the outstanding voting securities of the Series Series, in each case, on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminated, shall continue in effect for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor Adviser or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub­ Adviser or a different manager or Sub-Advisor Adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective subject to the condition that the Board, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the date Adviser or the Sub-Adviser, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as herein provided herein, this Agreement shall remain in full force and effect through and including the second anniversary of its the execution and, unless otherwise terminated, of this Agreement and shall continue in full force and effect for a period of two years and thereafter from year to year provided that the indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually either (i) by the Board of Directors Trustees of the Fund Trust or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event (ii) by a the vote of a majority of the Board of Directors those Trustees of the Fund Trust who are not interested persons of the Manager, Principal Life Insurance CompanySub-Adviser, the Sub-Advisor Adviser, or the Fund Trust cast in person at a meeting called for the purpose of voting on such approval. If Notwithstanding the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Actforegoing, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This this Agreement may be terminated terminated: (a) by the Adviser at any time without payment of any penalty, upon 60 days’ prior written notice to the Sub-Adviser and the Trust; (b) at any time without payment of any penalty by the Board of Directors of the Fund or Trust, by the Sub-Advisor, the Manager Board or by vote of a majority of the outstanding voting securities of the Series on sixty days Trust, upon 60 days’ prior written notice. This Agreement shall automatically terminate notice to the Adviser and the Sub-Adviser, (c) at any time without payment of any penalty by the Sub-Adviser upon 60 days’ prior written notice by the Sub-Adviser to the Adviser and the Trust, (d) immediately in the event the Sub-Adviser or the Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing services pursuant to its assignment. In interpreting respective contract with the provisions of this Section 9Trust, or (e) in the definitions contained in Section 2(a) of event the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be appliedAdvisory Agreement is terminated.

Duration and Termination of this Agreement. (a) This Agreement shall become effective as of the date of upon its execution and, unless otherwise terminated, and shall continue in effect for a period of until two years and thereafter from the date hereof. Thereafter, this Agreement shall continue in effect from year to year year, provided that the its continuance is specifically approved at least annually either (a) by vote of a “majority of the Board of Directors outstanding voting securities” of the Fund or by a vote of the Board, and (b) by vote of a majority of the outstanding voting securities “independent trustees” as set out under Section 2(a)(19) of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager1940 Act, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders The Fund (either by vote of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager Trustees or by vote of a “majority of the outstanding voting securities securities” of the Series on sixty days Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written noticenotice to the Administrator. This Agreement shall automatically and immediately terminate in the event of its “assignment.” The Administrator may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Fund. In interpreting This Agreement shall become effective as of the provisions first date above written. (b) Notwithstanding the termination or expiration of this Section 9Agreement, the definitions contained Administrator shall be entitled to any amounts owed under Section 4 through the date of termination or expiration and Section 5 shall continue in Section 2(aforce and effect and apply to the Administrator and all indemnified parties as and to the extent applicable. (c) This Agreement may not be assigned by a party without the consent of the 1940 Act (particularly other party; provided, however, that the definitions rights and obligations of "interested person," "assignment" and "voting security") the Fund under this Agreement shall not be applieddeemed to be assigned to a newly formed entity in the event of the merger of the Fund into, or conveyance of all of the assets of the Fund to, such newly formed entity, provided that the sole purpose of that merger or conveyance is to effect a mere change in the Fund’s legal form into another limited liability entity.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time anytime without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series the Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Account during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series Account on sixty days written notice. This Agreement shall automatically terminate in the event of its assignmentassignment or upon termination of the Management Agreement, provided the Sub-Advisor has received prior written notice of such termination. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. (a) This Agreement shall become effective as of the date of upon its execution and, unless otherwise terminated, and shall continue in effect for a period of until two years and thereafter from the date hereof. Thereafter, this Agreement shall continue in effect from year to year year, provided that the its continuance is specifically approved at least annually either (a) by the Board vote of Directors a “majority of the Fund outstanding voting securities” of the Company or by a vote of the Board, and (b) by vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the ManagerIndependent Directors, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders The Company (either by vote of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a “majority of the outstanding voting securities securities” of the Series on sixty days Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written noticenotice to the Adviser. This Agreement shall automatically and immediately terminate in the event of its “assignment.” The Adviser may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Company. In interpreting This Agreement shall become effective as of the provisions first date above written. (b) Notwithstanding the termination or expiration of this Section 9Agreement, the definitions contained Administrator shall be entitled to any amounts owed under Section 4 through the date of termination or expiration and Section 5 shall continue in Section 2(aforce and effect and apply to the Administrator and all Indemnified Parties as and to the extent applicable. (c) This Agreement may not be assigned by a party without the consent of the 1940 Act (particularly other party; provided, however, that the definitions rights and obligations of "interested person," "assignment" and "voting security") the Company under this Agreement shall not be applieddeemed to be assigned to a newly-formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly-formed entity; provided further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminatedterminated , shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the Board of Directors or the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 ActAct , the Sub-Advisor will continue to act as Sub-Sub­ Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance CompanyFinancial Group, Inc., the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or Sub-Advisory Agreement or any continuance of the Agreement or Sub-Advisory Agreement in accordance with the requirements of the 1940 Act, the Sub-Sub-Advisor will continue to act as Sub-Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or Sub-Sub Advisory Agreement or its continuance or of any contract with the Sub-Advisor or Sub-Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Sub-Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution andset forth on Appendix B to this Agreement, as may be amended from time to time, and unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year provided that the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and ", "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdvisor , the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and , "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, or the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 910, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Series during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Fund and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignmentassignment or upon termination of the Management Agreement, provided the Sub-Advisor has received prior written notice of such termination. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Sub- Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.interested

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for accordance with the purpose requirements of voting on such approvalthe 1940 Act after taking into effect any exemptive order, no-action assurances or other relief, rule or regulation upon which the Fund may rely. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor Adviser or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Sub-Advisor Adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, or the Manager or by vote of a majority of the outstanding voting securities of the Series Series, in each case, on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective with respect to an Account as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Account, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series Account and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series an Account fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Sub‑Advisor will continue to act as Sub-Advisor Sub‑Advisor with respect to the Series Account pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Sub‑Advisor or a different manager or Sub-Advisor sub‑advisor or other definitive action; provided, that the compensation received by the Sub-Advisor Sub‑Advisor in respect to the Series Account during such period is in compliance with Rule 15a-4 15a‑4 under the 1940 Act. This Agreement may be terminated with respect to an Account at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorSub‑Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series Account on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," and "voting security"" and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and------------------------------------------ remain in force until June 30, unless otherwise terminated, 1998 and shall continue in effect for a period periods of two years and thereafter from one year to year provided that the thereafter, but only so long as such continuance is specifically approved at least annually either (a) by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund Trustees who are not interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the ManagerRegistrant and have no financial interest in this Agreement, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders approval and (b) by a vote of a Series fail to approve majority of the Agreement Trustees or any of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of the this Agreement be "specifically approved at least annually" shall be construed in accordance a manner consistent with the requirements of 1940 Act and the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days' written notice to the other party, be terminated at any time without the payment of any penalty penalty, by the Board of Directors Trustees of the Fund or by the Sub-AdvisorRegistrant, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeFund, or by you. This Agreement shall automatically automatical ly terminate in the event of its assignment. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution andhereof and shall remain in force until August 31, unless otherwise terminated1986, shall continue in effect for a period of two years and thereafter with respect to each Series, from year to year provided that the thereafter, but only so long as such continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund trustees who are not interested persons of you or of the ManagerTrust, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If approval and by a vote of AARP/▇▇▇▇▇▇▇ Financial Management Company -12- December 16, 1985 the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 ActTrustees, the Sub-Advisor will continue to act as Sub-Advisor or, with respect to the Series pending the required approval each Series, by vote of a majority of the outstanding voting securities of such Series of the Trust. The aforesaid requirement that continuance of this Agreement or its continuance or of any contract be "specifically approved at least annually" shall be construed in a manner consistent with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that Investment Company Act of 1940 and the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days' written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by the Sub-AdvisorTrustees, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeTrust (or Series, with respect only to that Series), or by you. This Agreement shall automatically terminate in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for the purposes of this Agreement. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the Investment Company Act of 1940 Act (particularly the definitions of "interested person," "assignment" and "majority AARP/▇▇▇▇▇▇▇ Financial Management Company -13- December 16, 1985 of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied. Upon termination of this Agreement for any reason, the Manager shall within 30 days (i) cease and cause the Fund to cease all use of the name and ▇▇▇▇ “AQR.”, and (ii) take all necessary action to cause the Fund’s Registration Statement and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Sub-Advisor no longer serves as sub-advisor to the Series.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution andhereof and shall remain in force until September 30, unless otherwise terminated1986, shall continue in effect for a period of two years and thereafter with respect to each Series, from year to year provided that the thereafter, but only so long as such continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund trustees who are not interested persons of you or of the ManagerTrust, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of approval and by AARP/▇▇▇▇▇▇▇ Financial Management Company -12- November 30, 1984 a Series fail to approve the Agreement or any continuance vote of the Agreement in accordance with the requirements of the 1940 ActTrustees, the Sub-Advisor will continue to act as Sub-Advisor or, with respect to the Series pending the required approval each Series, by vote of a majority of the outstanding voting securities of such Series of the Trust. The aforesaid requirement that continuance of this Agreement or its continuance or of any contract be "specifically approved at least annually" shall be construed in a manner consistent with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that Investment Company Act of 1940 and the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Actrules and regulations thereunder. This Agreement may may, on 60 days' written notice, be terminated at any time without the payment of any penalty penalty, by the Board of Directors of the Fund or by the Sub-AdvisorTrustees, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written noticeTrust (or Series, with respect only to that Series), or by you. This Agreement shall automatically terminate in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of your business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of your business shall not be deemed to be an assignment for the purposes of this Agreement. In interpreting the provisions of this Section 9Agreement, the definitions contained in Section 2(a) of the Investment Company Act of 1940 Act (particularly the definitions of "interested person," "assignment" and AARP/▇▇▇▇▇▇▇ Financial Management Company -13- November 30, 1984 "majority of the outstanding voting securitysecurities") ), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Sub-Advisor Adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" ” and "“voting security"”) shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days’ written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" and ",” “voting security"” and “majority of the outstanding voting securities”) shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as on the latest of (i) the date of its execution andexecution, unless otherwise terminated(ii) the date of its approval by a majority of the Board of Directors of the Fund, including approval by the vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast in person at a meeting called for the purpose of voting on such approval or (iii) if required by the 1940 Act, the date of its approval by a majority of the outstanding voting securities of the Series. It shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Sub- Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a the Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series Fund during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor Sub- Adviser or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor Adviser will continue to act as Sub-Advisor Adviser with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor Adviser or a different manager or Sub-Advisor Adviser or other definitive action; provided, that the compensation received by the Sub-Advisor Adviser in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-AdvisorAdviser, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "voting security") shall be applied.

Duration and Termination of this Agreement. No amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall become effective with respect to a Series as of the corresponding date of its execution set forth on Appendix B to this Agreement, as may be amended from time to time, and, unless otherwise terminatedterminated with respect to such Series, shall continue in effect thereafter for a period of two years the initial term set forth on Appendix B to this Agreement, and thereafter from year to year year, provided that in each case the continuance is specifically approved at least annually within the period required by the 1940 Act either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor Advisor; with respect to the Allocated Assets of such Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Subsub-Advisor advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Allocated Assets of such Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated with respect to a Series at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days days' written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 98, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment," "voting security" and "majority of the outstanding voting securitysecurities") shall be applied.

Duration and Termination of this Agreement. This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall continue in effect for a period of two years and thereafter from year to year provided that the continuance is specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with respect to the Series pending the required approval of the Agreement or its continuance or of any contract with the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with Rule 15a-4 under the 1940 Act. This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 910, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "“interested person," "” “assignment" ” and "“voting security"”) shall be applied.