0000012601-18-000015 Sample Contracts

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED SUB-ADVISORY AGREEMENT MELLON CAPITAL MANAGEMENT CORPORATION SUB-ADVISED FUNDS
Sub-Advisory Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc • Iowa

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) executed as of the 1st day of October, 2017 by and between PRINCIPAL GLOBAL INVESTORS, LLC, a Delaware limited liability company (hereinafter called "the Manager"), and MELLON CAPITAL MANAGEMENT CORPORATION, a Delaware Corporation, (hereinafter called “the Sub-Advisor).

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PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED SUB‑ADVISORY AGREEMENT
Sub‑advisory Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc • Iowa

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) executed as of the 15th day of December, 2017 by and between PRINCIPAL GLOBAL INVESTORS, LLC, a Delaware limited liability company (hereinafter called "the Manager"), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland, (hereinafter called "the Sub‑Advisor").

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.
Sub-Advisory Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc • Iowa

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) effective as of the 1st day of January, 2018, by and between PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called the “Manager”), and PRINCIPAL REAL ESTATE INVESTORS, LLC (hereinafter called the “Sub-Advisor”).

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED SUB‑ADVISORY AGREEMENT SPECTRUM SUB-ADVISED SERIES
Principal Variable Contracts • March 1st, 2018 • Principal Variable Contracts Funds Inc • Iowa

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) executed as of the 1st Day of January, 2018, by and between PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called "the Manager"), and SPECTRUM ASSET MANAGEMENT, INC. (hereinafter called "the Sub‑Advisor").

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made as of April 28, 2017 between Principal Management Corporation (“PMC”) and Principal Global Investors, LLC (”PGI”), each an indirect, wholly-owned subsidiary of Principal Financial Group, Inc.

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

WHEREAS, Principal Variable Contracts Funds, Inc. is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made this 1st day of January, 2018 by and between Principal Variable Contracts Funds, Inc. (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made as of May 1, 2017 between Principal Management Corporation (“PMC”) and Mellon Capital Management Corporation (the “Sub-Advisor”).

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made this 1st day of May, 2017 by and between Principal Variable Contracts Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made as of May 1, 2017 between Principal Management Corporation (“PMC”) and Spectrum Asset Management, Inc. (the “Sub-Advisor”).

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made as of May 1, 2017 between Principal Management Corporation (“PMC”) and Principal Real Estate Investors, LLC (the “Sub-Advisor”).

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED SUB‑ADVISORY AGREEMENT COLUMBUS CIRCLE INVESTORS SUB-ADVISED ACCOUNT
Sub‑advisory Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc • Iowa

AMENDED AND RESTATED SUB ADVISORY AGREEMENT (the “Agreement”) executed as of January 1, 2018, by and between PRINCIPAL GLOBAL INVESTORS, LLC (hereinafter called "the Manager"), and COLUMBUS CIRCLE INVESTORS (“CCI”) (hereinafter called "the Sub‑Advisor").

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

WHEREAS, Principal Variable Contracts Funds, Inc. is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

ASSUMPTION AGREEMENT
Assumption Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

WHEREAS, Principal Variable Contracts Funds, Inc. is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

AMENDMENT TO SCHEDULE 11
Principal Variable Contracts Funds Inc • March 1st, 2018

Schedule II to the Custody Agreement between Principal Variable Contracts Funds,Inc. and The Bank of New York Mellon effective November 11,2011,as amended (the Agreement") is hereby amended effective March 23, 2017 by deleting Schedule II in its entirety and replacing such Schedule with the attached Schedule II.

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • March 1st, 2018 • Principal Variable Contracts Funds Inc

AGREEMENT made this 1st day of October, 2017 by and between Principal Variable Contracts Funds, Inc. (the “Fund”) and Principal Global Investors, LLC (the “Advisor”) (together, the “Parties”).

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