ASSUMPTION AGREEMENT
AGREEMENT made as of May 1, 2017 between Principal
Management Corporation ("PMC") and Mellon Capital
Management Corporation (the "Sub-Advisor").
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 has entered into a Sub-Advisory
Agreement with the Sub-Advisor dated May 15, 2012, as amended
(the "Sub-Advisory Agreement"), pursuant to which the Sub-
Advisor serves as investment sub-advisor to certain of the Funds;
WHEREAS, PMC will merge with and into Principal
Global Investors, LLC ("PGI") on or about May 1, 2017 (the
foregoing referred to as the "Merger");
WHEREAS, in connection with the Merger, PGI has agreed
to assume PMC's responsibilities with respect to the Funds
pursuant to the Investment Advisory Agreement;
WHEREAS, in conjunction with its assumption of PMC's
rights and responsibilities under the Investment Advisor
Agreement, PGI desires to assume PMC's rights and
responsibilities under the Sub-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 Sub-Advisory Agreement upon the completion of
the Merger.
2. The parties hereby agree that this Assumption
Agreement shall be attached to and made a part of the Sub-
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
MELLON CAPITAL MANAGEMENT CORPORATION
By:
/s/ Xxxx Xxxxxxx-Xxxxx
(Authorized Officer)
Name: Xxxx Xxxxxxx-Xxxxx
Title: Managing Director
