PRINCIPAL FUNDS DISTRIBUTOR, INC. SELLING AGREEMENT


PRINCIPAL FUNDS DISTRIBUTOR, INC.
SELLING AGREEMENT

	This Selling Agreement (the “Agreement”) is made and entered into as of this _________ day
of _______________, 201_, between Principal Funds Distributor, Inc. (“PFD”), a Washington
corporation having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the undersigned counterparty (“Counterparty”).

	Whereas, each investment company, or investment portfolio or series thereof, for which
PFD acts as distributor (each a “Fund” and jointly the “Funds”) is a management investment
company registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
or an investment portfolio or series thereof, offers shares or units of beneficial interest for which
PFD has been, or shall have been, designated as principal underwriter;

	Whereas, each Fund has entered into one or more distribution agreements with PFD (the
"Distribution Agreement") for the distribution by PFD of those shares of the Funds listed in
Schedule A of this Agreement (the “Shares”). To the extent provided in the Prospectus, certain
classes of Shares may also be subject to a distribution plan (“Distribution Plan”) adopted
pursuant to Rule 12b-1 under the 1940 Act;

	Whereas, Counterparty desires to agree with PFD to sell the Shares, as the same may
from time to time be amended by PFD by written notice to Counterparty, to certain customers of
Counterparty (“Customers”);

	Whereas, PFD and Counterparty desire to provide for the payment of sales loads,
commissions, distribution fees and/or shareholder service fees to Counterparty with respect to
sales of Shares and related shareholder services, in accordance with the applicable Prospectus
(defined below) and this Agreement;

	NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is
hereby agreed by and between the parties hereto as follows:

1.	Definition of Terms. As used herein, the term "Prospectus" means the prospectuses and,
	unless the context otherwise requires, related statements of additional information
	(“SAI”), as the same are amended and supplemented from time to time, of each of the
	respective Funds and each of the respective classes of Shares of the respective Funds; the
	term “Business Day” means any day on which the New York Stock Exchange (“NYSE”)
	is open; the term “Market Close” means the close of regular trading on the NYSE on a
	Business Day, which close is generally 4:00 p.m. Eastern time; and the term “principal
	underwriter” has the definition provided in the 1940 Act.

2.	Counterparty shall sell Shares that are now or hereafter available for sale to Customers,
	and Counterparty will be responsible for proper instruction and training of sales
	personnel employed by Counterparty. Counterparty understands and agrees that the
	Shares can only be sold to eligible purchasers as indicated in the Prospectus.
	Counterparty understands and agrees that ▇-▇, ▇-▇, ▇-▇, ▇-▇ and R-5 class Shares were
	designed for sale to retirement plans (“Plans”). Counterparty shall be responsible for
	opening, approving and monitoring accounts for its Customers that purchase Shares and


	for the review and supervision of these accounts, all in accordance with the rules of the
	Securities and Exchange Commission (“SEC”) and the NASD Conduct Rules of the
	Financial Industry Regulatory Authority (“FINRA”) to the extent applicable to each
	account. For ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and Institutional Class shares, such accounts on the
	Funds records shall be either Plan level omnibus accounts or super omnibus accounts,
	and accounts for Institutional Class shares will need to meet PFD’s minimum size
	requirements, unless otherwise mutually agreed in writing. This Agreement does not
	grant Counterparty any right to purchase Shares from the Fund (although it does not
	preclude Counterparty from purchasing any such Shares for which Counterparty is an
	eligible purchaser), nor does it constitute Counterparty an employee or agent of PFD or
	any Fund for any purpose.

3.	All orders for the purchase of Shares of the Funds shall be executed at the then current
	public offering price per Share (i.e., the next determined net asset value per Share plus
	any applicable sales charge), determined in accordance with the provisions of the
	Prospectus. All orders for the redemption of Shares of the Funds shall be executed at the
	redemption price (i.e., the net asset value per Share less any applicable contingent
	deferred sales charge) determined in accordance with the provisions of the Prospectus.
	The minimum initial purchase order shall be as set forth in the appropriate Prospectus.
	Unless otherwise mutually agreed in writing between PFD and Counterparty, each
	transaction for Shares shall be promptly confirmed in writing by the transfer agent to the
	registered holder of the Shares. To the extent Counterparty receives a copy of
	confirmations, Counterparty agrees that upon receipt of such confirmations, Counterparty
	shall examine the same and promptly notify the transfer agent of any errors or
	discrepancies that Counterparty discovers. Counterparty shall promptly bring to the
	attention of the transfer agent any errors in such confirmations claimed by any
	Customers.

4.	The Funds and PFD have each reserved the right to refuse at any time or times to sell any
	of the Shares for any reason, and the Funds and PFD have each reserved the right to
	refuse at any time to accept an order for purchase of Shares for any reason. In ordering
	Shares, Counterparty shall rely solely and conclusively on the representations contained
	in the Prospectus of the relevant Fund. Counterparty agrees that Counterparty shall not
	offer or sell any Shares, except in compliance with the Prospectus, the NASD Conduct
	Rules of FINRA, the USA PATRIOT Act of 2001, as amended (the “Patriot Act”) and all
	applicable federal and state laws and the rules and regulations of applicable regulatory
	agencies or authorities including, but not limited to, in the case of offers made to or
	through Plans, any written directives of the sponsor of such Plan, and in the case of an
	account intended to qualify under Section 408 of the Internal Revenue Code of 1986, as
	amended (the “Code”), any written directives of the owner or beneficiary of such
	account, and in the case of an account intended to qualify under Section 530 of the Code
	or Section 220 of the Code, the individual designated in the agreement as responsible for
	investment decisions. In connection with offers to sell, and sales of, Shares, Counterparty
	agrees to deliver or cause to be delivered to each person or Plan to the extent required, to
	whom any such offer or sale is made, at or prior to the time of such offer or sale, a copy
	of the relevant Prospectus, and upon request, the relevant SAI.


	Counterparty further agrees to obtain for each Customer (including each Plan participant)
	to whom Counterparty sells Shares any taxpayer identification number certification
	required under Section 3406 of the Code or any successor provision, and the regulations
	thereunder, and to provide the transfer agent or PFD with timely written notice of any
	failure to obtain such taxpayer identification number certification, in order to enable the
	implementation of any required backup withholding in accordance with Section 3406 of
	the Code or any successor provision and the regulations thereunder. Counterparty is
	responsible for Counterparty’s compliance with all applicable tax laws, rules and
	regulations governing Counterparty’s performance under the Agreement.

	Unless otherwise mutually agreed in writing between PFD and Counterparty, PFD shall
	deliver or cause to be delivered to each Customer that purchases Shares through
	Counterparty and is a registered holder of Shares in the records of the Funds, copies of all
	annual and interim reports, proxy solicitation materials and any such other information
	and materials relating to the relevant Fund or class of Shares thereof and prepared by or
	on behalf of PFD, a Fund, its investment adviser, investment sub-adviser, custodian,
	transfer agent or dividend disbursing agent for the purpose of distribution to such
	Customer. PFD agrees to supply Counterparty with copies of the Prospectus, annual
	reports, interim reports, proxy solicitation materials and any such other information and
	materials relating to each Fund and each class of Shares in reasonable quantities upon
	request. Counterparty acknowledges that any materials or information that PFD furnishes
	to Counterparty, other than Prospectuses, annual and interim reports to shareholders and
	proxy solicitation materials prepared by the Fund, are the sole responsibility of PFD and
	not the responsibility of the Fund.

5.	Counterparty shall not make any representation concerning any Shares or class of Shares
	other than those contained in the relevant Prospectus or in any promotional materials or
	sales literature furnished to Counterparty by PFD. Counterparty shall not furnish, or
	cause to be furnished, to any person, or display or publish, or cause to be displayed or
	published, any information or materials relating to PFD, an affiliated advisor of PFD, any
	Fund or class of Shares (including, without limitation, promotional materials and sales
	literature, advertisements, press releases, announcements, statements, posters, signs,
	correspondence or other similar materials), except such information and materials as may
	be furnished to Counterparty by PFD and such other information and materials as may be
	approved in writing by PFD prior to use by Counterparty. Rather than requiring
	Counterparty to submit all such information and materials to PFD for review,
	Counterparty will submit to PFD for review samples of the kinds of information and
	materials, and the consent by PFD need only be obtained once with respect to future use
	of such information and materials if future versions are not materially changed in terms
	of how information and materials about PFD, its affiliate, any Fund or class of Shares are
	presented. And provided that Counterparty will not use such information or materials
	without then current performance information to the extent such updating would be
	necessary. Counterparty acknowledges that Customers choosing between classes should
	carefully consider the fee structures of the classes in order to determine the most
	appropriate investment class. Counterparty will be responsible for the proper instruction
	and training of all sales personnel employed by Counterparty. Counterparty is solely
	responsible for determining whether a Fund, and which Share class of that Fund, is
	suitable for Counterparty’s Customer.


6.	Each exchange of Shares (the investment of the proceeds from the redemption of Shares
	of one class of a Fund into the Shares of another class of the same Fund or the same or
	another class of another Fund) shall, where available, be made in accordance with, and
	subject to, the terms of the Prospectus, including the right of a Fund to suspend sales.

7.	The procedures relating to orders and the handling thereof will be subject to the terms of
	the Prospectus and to instructions received by Counterparty from PFD or the Funds’
	transfer agent from time to time. No conditional orders will be accepted. Except as may
	otherwise be agreed in writing by Counterparty and PFD, all orders will be processed on
	the Business Day they are received in proper form by the transfer agent, except that
	orders received by the transfer agent after Market Close on each Business Day will be
	processed on the following Business Day. Receipt of orders in “proper form” means
	received in “good order” according to industry standards as reasonably determined by
	Principal. Counterparty agrees that purchase orders placed by Counterparty will be made
	only for the purpose of covering purchase orders already received from Customers. In
	the event that Counterparty makes purchases of Shares on behalf of a third-party
	securities dealer or broker (“Third-Party Selling Agent”), Counterparty agrees that it shall
	be responsible for any and all acts or omissions of the Third-Party Selling Agent,
	including without limitation any obligation with respect to determining the suitability of
	transactions for the Customer, as if such acts or omissions were its own. Counterparty
	shall place purchase orders from Customers with the transfer agent immediately and shall
	not withhold the placement of such orders so as to profit Counterparty; provided,
	however, that the foregoing shall not prevent the purchase of Shares by Counterparty for
	bona fide investment by Counterparty itself, and provided further that any Shares
	purchased for Counterparty’s bona fide investment will not be resold except through
	redemption by the Funds. Counterparty agrees that it shall not effect any transactions
	(including, without limitation, any purchases and redemptions) in any Shares registered
	in the name of, or beneficially owned by, any Customer unless such Customer has
	granted Counterparty full right, power and authority to effect such transactions on behalf
	of such Customer.

8.
	8.1	Except to the extent caused by PFD’s negligence or willful misconduct,
		Counterparty will indemnify and hold harmless PFD, the Funds and all of their
		affiliates, and their officers, directors, employees, agents, and assignees against all
		losses, claims, demands, liabilities, and expenses, including reasonable legal and
		other expenses incurred in defending such claims or liabilities, whether or not
		resulting in any liability to any of them, or which they or any of them may incur
		(“Losses”), arising out of or in connection with: (i) Counterparty’s offer or sale of
		any securities pursuant to this Agreement; or (ii) Counterparty’s breach of any
		representations, warranties, terms or conditions of this Agreement, other than any
		Losses arising from any untrue statement or alleged untrue statement of material
		fact contained in a Prospectus or in any application filed with any state regulatory
		agency in order to register or qualify under the securities laws thereof (the “Blue
		Sky Applications”), or which shall arise out of or be based upon any omission or
		alleged omission to state therein a material fact required to be stated in the


		Prospectus or any of the Blue Sky Applications or which is necessary to make the
		statements or a part thereof not misleading.

	8.2	Except to the extent caused by Counterparty’s negligence or willful misconduct,
		PFD will indemnify and hold harmless Counterparty and all of its affiliates, and
		their officers, directors, employees, agents, and assignees against all Losses,
		arising out of or in connection with: (i) PFD’s breach of any representations,
		warranties, terms or conditions of this Agreement; or (ii) any untrue statement or
		alleged untrue statement of a material fact contained in a Prospectus, or in any
		Blue Sky Application, or which shall arise out of or be based upon any omission
		or alleged omission to state therein a material fact required to be stated in the
		Prospectus or any of the Blue Sky Applications or which is necessary to make the
		statements or a part thereof not misleading.

	8.3	In any event, no party shall be liable for any special, consequential or incidental
		damages.

	8.4	The indemnification obligations contained in this Section 8 shall survive the
		termination of this Agreement.

9.
	9.1	Counterparty agrees that payment for orders from Counterparty for the purchase
		of Shares will be made in accordance with the terms of this Agreement and the
		Prospectus.

	9.2	On or before the settlement date of each purchase order of Shares, Counterparty
		shall either (i) remit to an account designated by PFD with the transfer agent an
		amount equal to the then current public offering price of such Shares being
		purchased, less any dealer allowance, if any, that shall be payable by PFD to
		Counterparty with respect to such purchase order as determined by PFD in
		accordance with the terms of the Prospectus; or (ii) remit to an account designated
		by PFD with the transfer agent an amount equal to the then-current public
		offering price of such Shares as determined by PFD in accordance with the terms
		of the applicable Prospectus, in which case the dealer allowance, if any, with
		respect to such purchase order, as determined by PFD in accordance with the
		terms of the Prospectus, shall be payable to Counterparty within one month of
		Counterparty’s remittance. If payment for any purchase order for the Shares is
		not received in accordance with the terms of the Prospectus, this Agreement and
		applicable law (and, in the case of Institutional Class, Class ▇-▇, ▇-▇, ▇-▇, ▇-▇,
		▇-▇ and Class P Shares, within one (1) Business Day after acceptance of the
		order), PFD and the Funds reserve the right, without notice, to cancel the sale or
		redeem the Shares ordered, and Counterparty shall be responsible for any loss
		sustained as a result thereof. PFD and the Funds reserve the right to change any
		sales charge, dealer allowance and/or service fee by supplementing or otherwise
		revising the Prospectus or SAI, as applicable.

	9.3	If any Shares sold under the terms of this Agreement are tendered for redemption
		within seven (7) Business Days after confirmation of Counterparty’s purchase


	order for such Shares, or if Shares that would otherwise be subject to a contingent
	deferred sales charge are redeemed in a transaction on which such contingent
	deferred sales charge is waived, Counterparty shall forthwith refund to PFD the
	full dealer allowance or sales commission received by Counterparty on the sale of
	such Shares.

9.4	In addition to the fees set forth above in this Section 9, PFD agrees, subject to the
	other terms and conditions of the Prospectus, this Agreement and any attached
	schedule, to pay Counterparty a service fee, and Counterparty agrees to accept the
	same as full payment for the services undertaken by it as described in this
	Agreement, accrued daily and payable monthly as set forth in the Prospectus or
	SAI. Counterparty acknowledges that such fee will be paid solely from monies
	received by PFD under the Distribution Agreement entered into pursuant to the
	respective Distribution Plan; accordingly, any obligation of PFD to pay
	Counterparty any service fee shall not arise unless and until PFD receives from
	the relevant Fund monies intended to be used by PFD for such purpose and in
	amounts sufficient for such purpose. Under the Distribution Plans, each Fund is
	authorized to make expenditures of Fund assets for various distribution and
	support services. Counterparty understands and agrees that (i) all service fees are
	subject to the limitations contained in the Distribution Agreement and the
	respective Distribution Plans, which may be amended or terminated at any time,
	and (ii) Counterparty’s failure to provide services as agreed in this Agreement
	will render Counterparty ineligible to receive service fees.

9.5	Any sales charge applicable to any sale of Shares by Counterparty and any dealer
	discount applicable to any order from Counterparty for the purchase of Shares
	accepted by PFD or transfer agent shall be that percentage of the applicable public
	offering price determined as set forth in the Funds' then current Prospectus and/or
	SAI. The rates of any sales charge and/or dealer discount for Shares are subject to
	change by PFD, and any orders placed after the effective date of such change will
	be subject to the rate(s) in effect at the time of receipt of the purchase payment by
	PFD.

9.6	In determining the amount of any dealer allowance or sales commission payable
	to Counterparty hereunder, PFD reserves the right to exclude any sales which
	PFD reasonably determines are not made in accordance with the terms of the
	applicable Prospectus and the provisions of this Agreement. Counterparty shall
	be solely responsible for identifying to PFD or transfer agent any orders which are
	or may be eligible for reductions in or eliminations of sales charges in accordance
	with the Prospectus. Unless, at the time of transmitting an order, Counterparty
	advises the transfer agent to the contrary in writing, such transmission will be
	deemed a representation by Counterparty that the Shares ordered will be the total
	holdings of the Customer for whom the order is transmitted. In each case where a
	sales charge reduction or elimination is applicable, Counterparty agrees to furnish
	to the transfer agent sufficient information to permit confirmation of qualification
	for the sales charge reduction or elimination, and acceptance of the order is
	subject to such confirmation. Sales charge reductions or eliminations may be
	modified or terminated at any time at the sole discretion of each Fund.


	9.7	In accordance with the Prospectus, an affiliate of PFD (or PFD on such affiliate’s
		behalf) may pay to Counterparty, with respect to Shares of Principal Funds -
		Strategic Asset Management Portfolios, a revenue sharing fee accrued daily and
		payable monthly at the annual rate of 0.50% for Class A Shares (0.125% for Class
		C Shares) of the average daily net assets of such Shares sold prior to March 1,
		2006, and held continuously by Customers, in addition to any dealer allowance,
		sales commissions and/or service fees payable by PFD set forth above. This fee
		may be modified or terminated at any time upon notice to Counterparty.
		Counterparty may decline to accept this fee at any time upon Counterparty’s
		written notice to PFD.

	9.8	Termination or cancellation of this Agreement shall not relieve Counterparty from
		the requirements of this Section 9.

10.
	10.1	Counterparty agrees to provide distribution assistance and administrative support
		services in connection with the purchase, exchange and redemption of Shares by
		Customers including, but not limited to, distributing sales literature, answering
		routine telephone or written Customer inquiries regarding the Funds, assisting in
		the establishment and maintenance of accounts (for ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and
		Institutional Class shares, such accounts shall, unless otherwise agreed in writing,
		be omnibus accounts) in the Funds and in the processing of purchases, exchanges
		and redemptions of Shares, making the Funds' investment plans and dividend
		options available, and assisting the shareholders with tax information.
		Counterparty shall also provide such other information and services in connection
		with the Shares as may be reasonably requested from time to time. Counterparty
		shall assess the suitability of transactions for the Customer.

	10.2	For omnibus accounts, Counterparty shall maintain all historical Customer
		records consistent with the requirements of all applicable laws, rules and
		regulations. Upon request of PFD or transfer agent, Counterparty shall provide
		copies of written communications regarding the Funds to or from such Customers
		in omnibus accounts. Counterparty shall upon request make available to PFD or
		transfer agent such records or communications as may be necessary to determine
		the number of Customers in each Counterparty omnibus account.

	10.3	For omnibus accounts, a Fund shall recognize Counterparty as a single
		shareholder and unallocated account in the Fund and will not maintain separate
		accounts for Customers in such omnibus accounts. Neither the Funds, nor
		transfer agent, nor PFD shall be responsible for providing recordkeeping or
		administrative services to Customers in omnibus accounts. The official records of
		transactions of Counterparty’s omnibus accounts and the number of shares in such
		accounts shall be determined by transfer agent. Counterparty shall bear
		responsibility for any discrepancies between its omnibus accounts and the
		Customer accounts and for the maintenance of all records regarding the
		Customers, the Customer’s transactions, and the Customers’ interest in the
		omnibus accounts.


	10.4	For omnibus accounts, Counterparty assumes sole responsibility for reconciliation
		of Customer accounts with its omnibus account at transfer agent. PFD will have
		transfer agent assist Counterparty with such reconciliation where necessary.

11.	Counterparty hereby represents and warrants that: (i) Counterparty is a corporation,
	partnership or other business entity duly organized and validly existing in good standing
	under the laws of the jurisdiction in which it is organized; (ii) the execution and delivery
	of this Agreement and the performance of the transactions contemplated hereby have
	been duly authorized by all necessary action and all other authorizations and approvals (if
	any) required for Counterparty’s lawful execution and delivery of this Agreement and
	Counterparty’s performance hereunder have been obtained; (iii) upon execution and
	delivery by Counterparty, and assuming due and valid execution and delivery by PFD,
	this Agreement will constitute a valid and binding agreement, enforceable against
	Counterparty in accordance with its terms; (iv) any and all fees provided for in this
	Agreement will be promptly disclosed by Counterparty to its Customers including, if
	applicable, to any Plans; and (v) the receipt of the fees described in this Agreement by
	Counterparty will not be a non-exempt “prohibited transaction” as such term is defined in
	Section 406 of ERISA and Section 4975 of the Code. PFD is not and does not hold itself
	out to be a Plan fiduciary, and Counterparty agrees not to use PFD’s name or any of the
	information it provides in a manner to suggest otherwise.

12.	Counterparty further represents and warrants that Counterparty is a member of FINRA or
	is exempt from registration as a broker-dealer under the Securities Exchange Act of 1934,
	as amended (the “1934 Act”). Counterparty agrees to give written notice to PFD if it
	shall cease to be registered or exempt from registration as a broker-dealer under the 1934
	Act and, with respect to any sales of Shares in the United States, Counterparty agrees to
	abide by the NASD Conduct Rules of FINRA. Counterparty and PFD agree to comply
	with all applicable federal and state laws, rules and regulations. If Counterparty is a
	foreign dealer, not eligible for membership in FINRA, Counterparty still agrees to abide
	by all rules and regulations of FINRA. Counterparty further agrees that it will not sell,
	offer for sale or solicit offers to purchase Shares of Funds in any jurisdiction where such
	Shares have not been qualified for sale. PFD agrees to inform Counterparty, from time to
	time and upon request, as to the jurisdictions in which PFD believes the Shares have been
	registered or qualified for sale under, or are exempt from the requirements of, the
	respective securities laws of such jurisdictions. PFD shall have no obligation or
	responsibility to make Shares available for sale to Customers in any jurisdiction.
	Counterparty agrees to notify PFD immediately in the event of Counterparty’s expulsion
	or suspension from FINRA. Counterparty’s expulsion from FINRA will automatically
	terminate this Agreement immediately without notice by PFD. Counterparty’s
	suspension from FINRA will terminate this Agreement effective immediately upon
	written notice of termination to Counterparty by PFD. Counterparty represents that it is
	currently a member of the Securities Investor Protection Corporation (“SIPC”) and, while
	this Agreement is in effect, will continue to be a member of SIPC. Counterparty agrees
	to notify PFD immediately if its SIPC membership status changes.


13.

	13.1	“Confidential Information” of any party shall mean such party’s ideas,
		expressions, trade secrets, customer lists, products, policies, forms, business
		methods, business plans, software and information from third parties (such as
		software and its related documentation) in respect of which such party has a duty
		of confidentiality, “nonpublic personal information” of such party’s “customers”
		(each, for purposes of this Section 13, as defined in Rule 3 of Regulation S-P), as
		well as information which from all relevant circumstances should reasonably be
		assumed by a party to be confidential information of the other party, whether or
		not marked “Confidential Information.” Confidential Information of a party shall
		be held in confidence by the other party to the same extent and in at least the
		same manner as such party protects its own Confidential Information, but in no
		case to a lesser extent or manner than a reasonable degree of care under the
		circumstances. Except as otherwise permitted by law, each party agrees not to
		use or disclose to any affiliate or third party, either orally or in writing, any
		Confidential Information for any purpose other than the purpose for which the
		Confidential Information was provided to that party. Without limiting any of the
		foregoing, each party agrees to take all precautions that are reasonably necessary
		to protect the security of the Confidential Information. Each party agrees to
		restrict access to the Confidential Information to its employees who need to know
		that information to perform that respective party’s duties under this agreement.
		Each party agrees, upon the other party’s request, either to return to the requesting
		party or destroy all tangible items containing any Confidential Information it
		received or learned from the requesting party, including all copies, abstractions
		and compilations thereof and to destroy, delete or otherwise render unreadable all
		electronic or computer copies or records of or relating to same, without retaining
		any copies of the items required to be returned except to the extent that retention
		of such copies is required by applicable law or regulation; provided, however, that
		the obligations set forth in this sentence shall not apply to any Confidential
		Information that is or becomes relevant to an individual’s status as a consumer or
		customer of the receiving party. The obligations of this Section 13.1 extend to all
		of a party’s employees, agents, affiliates and contractors and each party shall
		inform such persons of their obligations hereunder.

	13.2	Each party will, upon learning of any unauthorized disclosure or use of the other
		party’s Confidential Information, notify the other party promptly and cooperate
		fully with that party to protect such Confidential Information.

	13.3	The obligations in this Section 13 shall not restrict any disclosure by either party
		pursuant to any applicable state or federal laws, subpoena, by order of any court
		or government agency (provided that the disclosing party shall give prompt
		written notice to the non-disclosing party of such subpoena, order or other
		demand for disclosure and shall make all reasonable efforts to allow the other
		party an opportunity to seek a protective order or other judicial relief), or pursuant
		to a request from FINRA or other self-regulatory organization or to audits or
		inquiries from any other state or federal regulatory agency if a party is legally
		required to provide such agency with access to such records. Information shall not


	be considered Confidential Information under this Agreement and the restrictions
	on disclosure under this Section 13 shall not apply to the extent such information
	(1) is independently developed by the other party without violating the disclosing
	party’s proprietary rights, (2) is or becomes publicly known (other than through
	unauthorized disclosure), (3) is intentionally disclosed by the owner of such
	information to a third party free of any obligation of confidentiality, (4) is already
	known by such party without an obligation of confidentiality other than pursuant
	to this Agreement or of any confidentiality agreements entered into before the
	effective date of this Agreement as evidenced by the written records of such
	party, or (5) is rightfully received by a party free of any obligation of
	confidentiality.

	13.4 The parties agree that they shall abide by the applicable provisions of all
	applicable privacy laws and shall each establish commercially reasonable controls
	to ensure the confidentiality of the Confidential Information and to ensure that the
	Confidential Information is not disclosed contrary to the provisions of this
	Agreement or any applicable privacy laws and regulations. Without limiting the
	foregoing, each party shall implement such physical and other security measures
	as are necessary to (i) ensure the security and confidentiality of the Confidential
	Information, (ii) protect against any threats or hazards to the security and integrity
	of the Confidential Information and (iii) protect against any unauthorized access
	to or use of the Confidential Information. In addition, each party shall use the
	Confidential Information of the other party solely for the purpose of providing
	services to Customers investing in one or more Funds. Each party shall have the
	right, during regular office hours and upon reasonable notice, to audit the other
	party to ensure compliance with the terms of this Agreement and all applicable
	privacy laws and regulations. The provisions of this Section 13 shall survive the
	termination of this Agreement.

14.	To the extent that any duties and responsibilities under the Agreement are delegated to an
	agent or subcontractor, the party shall take reasonable steps to ensure that such agents
	and subcontractors adhere to the same requirements. Each party shall have the right,
	during regular office hours and upon reasonable notice, to audit the records of the other
	party to ensure compliance with the terms of this Agreement and all applicable privacy
	laws and regulations.

15.	PFD hereby represents and warrants that: (i) it is a corporation duly organized and validly
	existing in good standing under the laws of the jurisdiction in which it is organized; (ii)
	the execution and delivery of this Agreement and the performance of the transactions
	contemplated hereby have been duly authorized by all necessary action and all other
	authorizations and approvals (if any) required for PFD’s lawful execution and delivery of
	this Agreement and PFD’s performance hereunder have been obtained; (iii) upon
	execution and delivery by PFD, and assuming due and valid execution and delivery by
	Counterparty, this Agreement will constitute a valid and binding agreement, enforceable
	against PFD in accordance with its terms.

16.	Neither this Agreement nor the performance of the services of the respective parties
	hereunder shall be considered to constitute an exclusive arrangement, or to create a


	partnership, association or joint venture between PFD and Counterparty. Neither party
	hereto shall be, act as, or represent itself as, the employee, agent or representative of the
	other party hereto, nor shall either party hereto have the right or authority to make any
	representation or assume, create or incur any liability or any obligation of any kind,
	express or implied, against or in the name of, or on behalf of, the other party hereto.
	Except as specifically stated in this Agreement, this Agreement is not intended to, and
	shall not, create any rights against either party hereto by any third party (other than the
	Funds) solely on account of this Agreement. Neither party hereto shall use the name of
	any other party hereto in any manner without the other party’s prior written consent,
	except as required by any applicable federal or state law, rule or regulation.

17.	Except as otherwise specifically provided herein, all notices required or permitted to be
	given pursuant to this Agreement shall be given in writing and delivered by personal or
	overnight delivery, first class mail or facsimile (with confirming copy by delivery or mail
	as provided herein). Unless otherwise notified in writing, all notices to PFD shall be
	given or sent to PFD at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and all notices to Counterparty shall be given or sent to Counterparty at
	Counterparty’s address shown below or to another address as provided in writing by
	Counterparty to PFD.

18.	This Agreement shall become effective upon written acceptance by PFD and may be
	terminated at any time by either party hereto upon prior written notice to the other party
	hereto. To the extent not prohibited by law, this Agreement, including any schedules
	hereto, may be amended as provided in any written notice delivered by PFD to
	Counterparty and otherwise may be amended only by a written instrument signed by both
	of the parties hereto. This Agreement may not be assigned by either party without prior
	written consent of the other party hereto, provided, however, that a change in control of
	PFD or assignment by PFD to an affiliate shall not constitute an assignment of this
	Agreement, and a change in control of Counterparty shall not constitute an assignment of
	this Agreement provided that PFD receives written notice at least thirty (30) days prior to
	such change in control. This Agreement constitutes the entire agreement and
	understanding between the parties hereto relating to the subject matter hereof and
	supersedes any and all prior or contemporaneous agreements, representations and
	warranties, written or oral, regarding such subject matter between the parties or between
	Counterparty and a Fund’s principal underwriter. Counterparty agrees that PFD shall
	have no obligations to Counterparty other than those expressly provided herein. In the
	event of any conflict between the terms of this Agreement and the Prospectus, the terms
	of the Prospectus shall control.

19.	This Agreement shall apply to the Shares of all of the classes listed on Schedule A of all
	Funds for which PFD acts as principal underwriter, whether such Funds or classes are
	currently established or are established hereafter, and whether such Shares are currently
	outstanding or being offered or are offered and sold in the future. PFD may amend
	Schedule A by written notice to Counterparty.

20.	Counterparty agrees to provide to PFD and each Fund such information as shall
	reasonably be requested by PFD or a Fund with respect to the service fees paid to
	Counterparty under this Agreement. Counterparty will permit representatives of PFD and


	each Fund reasonable access to its personnel and records to monitor the quality of
	services being provided by Counterparty pursuant to this Agreement. Counterparty shall
	promptly deliver to each Fund such information as shall reasonably be necessary to
	permit the Fund directors of each Fund to make an informed determination to continue
	the respective Distribution Plans.

21.	Counterparty agrees that it shall be responsible for monitoring its Customers’ accounts
	for a pattern of purchases, redemptions and/or exchanges of Shares that potentially
	indicates excessive trading or “market timing.” Counterparty agrees that, in the event that
	it should come to the attention of Counterparty that any of its Customers are engaging in
	a pattern of purchases, redemptions and/or exchanges of Shares that potentially indicates
	excessive trading or “market timing,” Counterparty shall promptly notify PFD and the
	Funds of such pattern and shall cooperate fully with PFD and the Funds in investigation
	and, if deemed necessary or appropriate by PFD and the Funds, terminating any such
	pattern of trading, including, without limitation, by refusing such Customer’s orders to
	purchase or exchange Shares.

22.	PFD hereby advises Counterparty that the Funds have adopted written policies and
	procedures reasonably designed to detect and prevent frequent and/or disruptive trading
	in Shares. Counterparty agrees to cooperate with PFD and its affiliates to effect such
	policies and procedures of the Funds as follows:

	22.1 Agreement to Provide Information. Counterparty agrees to provide the Fund,
	upon written request, the taxpayer identification number (“TIN”), the
	Individual/International Taxpayer Identification number (“ITIN”), or other
	government-issued identifier (“GII”), if known, of any or all Shareholder(s) (as
	defined below) of each account held of record by Counterparty and the amount,
	date, name or other identifier of any investment professional(s) associated with
	the Shareholder(s) or account (if known), and transaction type (purchase,
	redemption, transfer, or exchange) of every purchase, redemption, transfer or
	exchange of Shares held through an account maintained by Counterparty during
	the period covered by the request.

	22.1.1 Period Covered by Request. Requests must set forth a specific period, not
	to exceed ninety (90) calendar days from the date of the request, for which
	transaction information is sought. The Fund may request transaction
	information older than ninety (90) calendar days from the date of the
	request as it deems necessary to investigate compliance with policies
	established by the Fund for the purpose of eliminating or reducing any
	dilution of the value of the outstanding shares issued by the Fund.

	22.1.2 Form and Timing of Response. (a) Counterparty agrees to provide,
	promptly upon request of the Fund or its designee, the requested
	information specified above. If requested by the Fund or its designee,
	Counterparty agrees to use best efforts to determine promptly whether any
	specific person about whom it has received identification and transaction
	information specified above is itself a financial intermediary ("Indirect
	Intermediary") and, upon further request of the Fund or its designee,


	promptly either (i) provide (or arrange to have provided) the information
	set forth above for those shareholders who hold an account with an
	Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary
	from purchasing, in nominee name on behalf of other persons, securities
	issued by the Fund. Counterparty additionally agrees to inform the Fund
	whether it plans to perform (i) or (ii). (b) Responses required by this
	Section 22 must be communicated in writing in a format mutually agreed
	upon by the parties; and (c) To the extent practicable, the format for any
	transaction information provided to the Fund should be consistent with the
	National Securities Clearing Corporation (“NSCC”) Standardized Data
	Reporting Format.

	22.1.3 Limitations on Use of Information. The Fund agrees not to use the
	information received pursuant to this Section 22 for marketing or any
	other similar purpose without the prior written consent of Counterparty.

22.2	Agreement to Restrict Trading. Counterparty agrees to execute written
	instructions from the Fund to restrict or prohibit further purchases or exchanges of
	Shares by a Shareholder who has been identified by the Fund as having engaged
	in transactions of the Fund’s Shares (directly or indirectly through the
	Counterparty’s account) that violates policies established or utilized by the Fund
	for the purpose of eliminating or reducing any dilution of the value of the
	outstanding Shares issued by the Fund.

	22.2.1 Form of Instructions. Instructions to restrict or prohibit trading must
	include the TIN, ITIN, or GII, if known, and the specific restriction(s) to
	be executed. If the TIN, ITIN, or GII is not known, the instructions must
	include an equivalent identifying number of the Shareholder(s) or
	account(s) or other agreed upon information to which the instruction
	relates.

	22.2.2 Timing of Response. Counterparty agrees to execute instructions from the
	Fund to restrict or prohibit trading as soon as reasonably practicable, but
	not later than five (5) Business Days after receipt of the instructions by the
	Counterparty.

	22.2.3 Confirmation by Counterparty. Counterparty must provide written
	confirmation to the Fund that instructions from the Fund to restrict or
	prohibit trading have been executed. Counterparty agrees to provide
	confirmation as soon as reasonably practicable, but not later than ten
	(10) Business Days after the instructions have been executed.


22.3	Definitions. For purposes of this Section 22:

	22.3.1 The term “Fund” includes the fund’s principal underwriter and transfer
	agent. The term does not include any “excepted funds” as defined in
	SEC Rule 22c-2(b) under the Investment Company Act of 1940.


		22.3.2 The term “Shares” means the interests of Shareholders corresponding to
		the redeemable securities of record issued by the Fund under the
		Investment Company Act of 1940 that are held by Counterparty.

		22.3.3 The term “Shareholder” means the beneficial owner of Shares, whether
		the Shares are held directly or by Counterparty in nominee name. The
		term “Shareholder” means the Plan participant notwithstanding that the
		Plan may be deemed to be the beneficial owner of Shares.

		22.3.4 The terms “written” and “writing” include electronic writings and
		facsimile transmissions.

		22.3.5 The term “intermediary” means a “financial intermediary” as defined in
		SEC Rule 22c-2.

		22.3.6 The term “purchase” does not include the automatic reinvestment of
		dividends.

		22.3.7 The term “promptly” as used in 22.1.2 means as soon as practicable but in
		no event later than ten (10) Business Days from Counterparty’s receipt of
		the request for information from the Fund or its designee.

23.	In the event of any dispute arising out of or relating to this Agreement, the parties agree
	to attempt in good faith to resolve the dispute first by direct negotiation and then, if that is
	not successful, by mediation with a neutral third-party mediator acceptable to both
	parties. Mediation expenses will be shared equally by the parties. Any dispute arising
	out of or relating to this Agreement which is not settled by agreement of the parties
	within a reasonable time will be settled exclusively in a binding arbitration. The parties
	further agree that any contract, agreement or understanding between a party and its
	affiliates, subsidiaries, agents, delegates and designees shall contain a provision binding
	the affiliate, subsidiary, agent, delegate or designee to the terms of this Arbitration
	Provision.

	23.1	The location of any arbitration proceeding will be in Polk County, Iowa. The
		arbitration will be governed by the rules and regulations of the Code of
		Arbitration Procedure adopted by FINRA, except in the event that FINRA is
		unwilling to accept jurisdiction of the matter, such arbitration will be held in
		accordance with the rules and regulations of the American Arbitration Association
		(“AAA”) under the Commercial Arbitration Procedures then in effect. The
		arbitrators will be selected and the arbitration conducted in accordance with the
		FINRA or AAA rules, as appropriate, except that the provisions of this
		Agreement will control over the FINRA or AAA rules. The number of arbitrators
		will be three (3). To the extent practicable, the arbitrators shall be attorneys or
		retired attorneys specializing in securities law.

	23.2	The parties will share equally in the fees and expenses of the arbitrators and the
		cost of the facilities used for the arbitration hearing, but will otherwise bear their
		respective costs incurred in connection with the arbitration. Depositions will not


		be allowed, but information may be exchanged by other means. The parties agree
		to use their best efforts to ensure that the arbitrators are selected promptly and that
		the arbitration hearing is conducted no later than 3 months after the arbitrators are
		selected.

	23.3	The arbitrators must decide the dispute in accordance with the substantive law
		which would govern the dispute had it been litigated in court. This requirement
		does not, however, mean that the award is reviewable by a court for errors of law
		or fact. Following the arbitration hearing, the arbitrators will issue an award and a
		separate written decision which summarizes the reasoning behind the award and
		the legal basis for the award. Any award of the arbitrators will be limited to
		compensatory damages and will be conclusive and binding on each party.
		Judgment upon the award may be entered in any federal district court. The
		arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-
		16, to the exclusion of state laws inconsistent therewith, and judgment upon the
		award may be entered in any court having jurisdiction.

	23.4	The dispute resolution procedures set forth above will be the sole and exclusive
		procedures for the resolution by the parties of any disputes which arise out of or
		are related to this Agreement, except that a party may seek preliminary or
		temporary injunctive relief from a court if, in the party’s sole judgment, such
		action is necessary to avoid irreparable harm or to preserve the status quo. If a
		party seeks judicial injunctive relief as described in this paragraph, the parties will
		continue to participate in good faith in the dispute resolution procedures described
		above. The parties agree that no court which a party petitions to grant the type of
		preliminary injunctive relief described in this paragraph may award damages or
		resolve the dispute. Venue for any judicial proceeding for preliminary or
		temporary injunctive relief will be in Polk County, Iowa, and any objections or
		defenses based on lack of personal jurisdiction or venue are hereby expressly
		waived

24.	This Agreement shall be governed by, and construed in accordance with, the laws of the
	State of Iowa, without giving effect to principles of conflict of laws.

25.
	25.1	Counterparty hereby represents and certifies to PFD that it is aware of, and in
		compliance with, all applicable anti-money laundering laws, regulations, rules and
		government guidance, including the reporting, recordkeeping and compliance
		requirements of the Bank Secrecy Act (“BSA”), as amended by the Patriot Act, its
		implementing regulations, and related Securities and Exchange Commission and
		self-regulatory organization rules and regulations. Counterparty hereby certifies
		to PFD that, to the extent required by the Patriot Act, it has a comprehensive anti-
		money laundering compliance program that includes: internal policies,
		procedures and controls for complying with the Patriot Act; a designated
		compliance officer or officers; an ongoing training program for appropriate
		employees; and an independent audit function.


	25.2	Counterparty also hereby certifies to PFD that, to the extent applicable, it is in
		compliance with the economic sanctions programs administered by the U.S.
		Treasury Department’s Office of Foreign Assets Control (“OFAC”), and has an
		OFAC compliance program that satisfies all applicable laws, regulations and
		sanctions programs administered by the U.S. Treasury Department’s Office of
		Foreign Laws and Regulations.

	25.3	Counterparty represents that it adopted a Customer Identification Program in
		compliance with applicable laws, rules and regulations and will verify the identity
		of Customers who open accounts with PFD on or after October 1, 2003 and who
		invest in Shares.

	25.4	Except to the extent restricted by applicable law, Counterparty hereby agrees to
		notify PFD in writing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
		▇▇▇▇▇, Attn: Anti-Money Laundering Compliance Officer, or such other address
		as provided in writing by PFD to Counterparty, promptly whenever questionable
		activity or potential indications of suspicious activity or OFAC matches are
		detected with respect to the Funds.

	25.5	Counterparty hereby undertakes to notify PFD promptly if any of the foregoing
		certifications cease to be true and correct for any reason.

26.	PFD and Counterparty hereby agree to abide by all terms and conditions set forth in the
	Investment Company Institute’s Standardized Networking Agreement (“Networking
	Agreement”) which is currently in effect and which each party has signed in good faith.
	Said “Standardized Agreement” is on file at the NSCC for each of the parties to this
	Agreement. Each party will notify immediately the other party to this Agreement should
	that party amend, cancel or otherwise terminate their Networking Agreement.

27.	This Agreement may be executed in one or more counterparts, each of which will be
	deemed an original, but all of which together shall constitute one and the same
	instrument. If any provision of this Agreement should be invalid, illegal or in conflict
	with any applicable state or federal law or regulation, such law or regulation shall control,
	to the extent of such conflict, without affecting the remaining provisions of this
	Agreement.


IN WITNESS WHEREOF the parties hereto have caused the Agreement to be duly executed as
of the day and year first written above.

Principal Funds Distributor, Inc.
	(Counterparty – insert full name)
By:	By:
Name:	Name:
Title:	Title:
Date:	Address:
	Tel.#:
	Fax #:
	Date:

PRINCIPAL FUNDS DISTRIBUTOR, INC. SELLING AGREEMENT

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