0001144204-13-008876 Sample Contracts

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED DISTRIBUTION PLAN AND AGREEMENT CLASS 2 SHARES
Distribution Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc

DISTRIBUTION PLAN AND AGREEMENT made as of May 15, 2012, by and between PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., a Maryland corporation (the "Fund"), and PRINCIPAL FUNDS DISTRIBUTOR, INC., a Washington corporation (the "Underwriter").

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FORM OF PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc

AGREEMENT to be effective the ___th day of __________, 2013, by and between PRINCIPAL VARIABLE CONTRACTS FUNDS, INC., a Maryland corporation (hereinafter called the "Fund") and PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the Manager").

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc • Iowa

AGREEMENT executed as of the 1st day of April, 2012, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (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").

FORM OF PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. CONTRACTUAL FEE WAIVER AGREEMENT
Contractual Fee Waiver Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc

AGREEMENT made this ____ day of __________, 2013 by and between Principal Variable Contracts Funds, Inc. (the “Fund”) and Principal Management Corporation (the “Advisor”) (together, the “Parties”).

PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. SUB-ADVISORY AGREEMENT MELLON CAPITAL MANAGEMENT CORPORATION SUB-ADVISED SERIES
Sub-Advisory Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc • Iowa

AGREEMENT executed as of the 15th day of May, 2012, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa Corporation (hereinafter called "the Manager") and MELLON CAPITAL MANAGEMENT CORPORATION, a Delaware Corporation (hereinafter called "the Sub-Advisor").

CUSTODY AGREEMENT
Custody Agreement • February 14th, 2013 • Principal Variable Contracts Funds Inc • New York

AGREEMENT, dated as of November 11, 2011, between Principal Funds, Inc. (f/k/a Principal Investors Fund, Inc.), a corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 711 High Street, Des Moines, Iowa 50392-0870 (the "Fund") and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").

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