EX-99.77Q1 OTHR EXHB 10 SpectrumAgr050117.txt ASSUMPTION AGREEMENT AGREEMENT made as of May 1, 2017 between Principal Management Corporation ("PMC") and Spectrum Asset Management, Inc. (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 October 31, 2013, 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/ Adam Shaikh Name: Adam Shaikh Title: Counsel By: /s/ Jennifer Block Name: Jennifer Block Title: Counsel SPECTRUM ASSET MANAGEMENT, INC. By: /s/ Joseph Hanczor (Authorized Officer) Name: Joseph Hanczor Title: Managing Director & Chief Compliance Officer