ASSUMPTION AGREEMENT
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.
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");
WHEREAS, PMC has been appointed as investment
advisor to every series of Principal Variable Contracts Funds Inc.
(each a "Fund" and together, the "Funds") pursuant to an Amended
and Restated Management Agreement dated March 30, 2017, as
amended (the "Investment Advisory Agreement");
WHEREAS, PMC will merge with and into PGI on or
about May 1, 2017 (the foregoing referred to as the "Merger");
WHEREAS, the Merger will not result in any changes to
the personnel or investment operations with respect to the Funds;
and
WHEREAS, PMC and PGI now desire to have PGI assume
PMC's rights and responsibilities with respect to the Funds
pursuant to the Investment Advisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, agree as follows:
1. PGI shall assume all rights and responsibilities of
PMC under the Investment Advisory Agreement with respect to the
Funds upon the completion of the Merger.
2. PGI and PMC hereby represent that (i) the
management and personnel of PMC responsible for providing
investment advisory services to the Funds under the Investment
Advisory Agreement, including the portfolio managers and the
supervisory personnel, are or will be staff or associated persons of
PGI, in which capacity they will continue to provide such services
for the Funds, and (ii) PGI and PMC are each indirect wholly-
owned subsidiaries of Principal Financial Group, Inc. PGI and
PMC believe that the assumption affected by this Assumption
Agreement does not involve a change in actual control or actual
management with respect to the investment adviser of the Funds.
3. The parties hereby agree that this Assumption
Agreement shall be attached to and made a part of the Investment
Advisory Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of
the day and year first above written.
PRINCIPAL MANAGEMENT CORPORATION
By:
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Counsel
By:
/s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Counsel
PRINCIPAL GLOBAL INVESTORS, LLC
By:
/s/ Xxxxxxx XxXxxxxx
(Authorized Officer)
Name: Xxxxxxx XxXxxxxx
Title: Sr Exec Dir - Investments
By:
/s/ Xxxxxx Xxxxxxxx
(Authorized Officer)
Name: Xxxxxx Xxxxxxxx
Title: Assistant General Counsel
