UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
The Securities
Exchange Act of 1934

(Amendment No. )

_____________________________

Filed by the Registrant x[X]
Filed by a Party other than the Registrant ¨

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[X]    Definitive Proxy Statement
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Definitive Proxy Statement
[ ]    Definitive Additional Materials
¨Definitive Additional Materials
[ ]    Soliciting Material Pursuant to Section 240.14a-12
¨Soliciting Material Pursuant to §240.14a-12
Principal Variable Contracts Funds, Inc.PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.
650 8th711 High Street
Des Moines, Iowa 50392-208050392

January 25, 2012March 6, 2023

Dear Contract Owner:

The BoardWe cordially invite you to attend a joint annual meeting of Directorsshareholders (including any adjournments or postponements, the "Meeting") of each series of Principal Variable Contracts Funds, Inc. (“PVC”("PVC") has called a special meeting, Principal Funds, Inc. ("PFI"), Principal Exchange-Traded Funds ("PETF"), and Principal Diversified Select Real Asset Fund ("PDSRA"), all investment companies registered under the Investment Company Act of shareholders of all the separate series or funds of PVC (each a “Fund”1940, as amended, and collectively, the “Funds”) for advised by Principal Global Investors, LLC, on April 4, 201226, 2023 at 10:00 a.m. Central Time, at 650 8th Street,801 Grand Avenue, Des Moines, Iowa 50392-208050392.
The enclosed proxy materials relate to only PVC and are being sent only to the PVC shareholders that owned shares of any series of PVC (each an "Account" and, collectively, the "Accounts") as of the close of business on February 27, 2023, the record date for the Meeting (the “Meeting”"Record Date"). The purposeAccounts' shareholders of the Meeting is to elect the Board of Directors, including three nominees for new Directors,record are insurance company separate accounts that offer variable life and to consider several other proposals.
Shareholders of all the Fundsvariable annuity contracts.You are being asked to approve:
§The election of fourteen Directors as members of the Board of Directors.

§Amended and Restated Articles of Incorporation, reflecting, among other things, recent changes in the Maryland General Corporation Law.

§Amended fundamental investment restrictions relating to:

Senior securities;
Commodities;
Real estate;
Making loans;
Diversification; and
Concentration

§Elimination of the fundamental investment restriction relating to short sales.

As an investor in the Funds throughreceiving these materials because you own a variable annuity contract or variable life insurance policy issued by an insurance company that is a shareholder of record, and you have allocated the contract value of such contract or policy to one or more Accounts. As a result, you have the right to instruct your insurance company how to vote the shares of the FundsAccounts that represent your contract value.  Your insurance company will vote, in accordance with your instructions, the number of FundAccount shares that represents that portion of your contract value invested in each of the FundsAccounts as of January 6, 2012, the record dateRecord Date.
PVC shareholders that owned shares of any series of PFI or PETF, or shares of PDSRA, as of the Record Date will separately receive proxy materials for PFI and/or PETF and/or PDSRA. References in these proxy materials to a "Account" or the "Accounts" and the "Board of Directors" are to PVC Account(s) and the PVC Board of Directors, respectively, unless otherwise indicated.
The purpose of the Meeting (the “Record Date”).for PVC shareholders is to elect the Board of Directors, including four nominees for Independent Director who have not previously been elected by shareholders and two nominees for new Interested Director, and to consider one other proposal, in addition to the transaction of such other business as may properly come before the Meeting.
Proposal Affecting All Accounts. Shareholders of all Accounts are being asked to:

•Elect thirteen Directors as members of the Board of Directors.
Proposal Affecting Only Certain Accounts. Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts, are being asked to:
•Approve the ability of Principal Global Investors, LLC to enter into and/or materially amend sub-advisory agreements with all sub-advisors, regardless of the degree of affiliation, as described in the proposal, on behalf of the Account without obtaining shareholder approval.
Enclosed you will find PVC’s Notice of SpecialJoint Annual Meeting of Shareholders, a Proxy Statement, explaining the matters to be voted on at the Meeting and a voting instruction card for shares of each FundAccount to which you ownedhad allocated contract value as of the close of business on the Record Date.  The Proxy Statement provides background information and describes in detail the mattersproposals to be voted on at the Meeting.
The PVC Board of Directors has unanimously voted in favor of all the proposals and recommends that you give voting instructions “For” all the proposals.

In order forFor your shares to be voted at the Meeting, we urge you to read the Proxy Statement and then complete and mail your voting instruction card(s) in the enclosed postage-paid envelope, allowing sufficient time for receipt by us by April 3, 2012.26, 2023.  As a convenience, we offer three options by which toyou may give voting instructions:


By Internet: Follow the instructions located on your voting instruction card.card(s).

By Phone: The phone number is located on your voting instruction card.card(s).  Be sure you have your control number, as printed on your voting instruction card,card(s), available at the timewhen you call.

By Mail: Sign your voting instruction cardcard(s) and enclose it in the postage-paid envelope provided in this proxy package.


We appreciate youryou taking the time to respond to this important matter.  Your vote is important.  If you have questions regarding the Meeting or these proxy materials, please call our shareholder services department toll-free at 1-855-600-4535.
1-833-290-2605.
Sincerely,
image1a28a.jpg
/s/ NORA M. EVERETTKamal Bhatia
Nora M. Everett
President and Chief Executive Officer


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PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.
650 8th711 High Street
Des Moines, Iowa 50392-208050392

NOTICE OF SPECIALJOINT ANNUAL MEETING OF SHAREHOLDERS

Asset Allocation
Blue Chip AccountPrincipal Capital AppreciationLifeTime Strategic Income Account
BalancedBond Market Index AccountPrincipal LifeTime 2010 Account
Core Plus Bond & Mortgage Securities AccountPrincipal LifeTime 2020 Account
Diversified Balanced AccountPrincipal LifeTime 2030 Account
Diversified GrowthBalanced Managed Volatility AccountPrincipal LifeTime 2040 Account
Diversified InternationalBalanced Volatility Control AccountPrincipal LifeTime 2050 Account
Diversified Growth AccountPrincipal LifeTime 2060 Account
Diversified Growth Managed Volatility AccountReal Estate Securities Account
Diversified Growth Volatility Control AccountSAM Balanced Portfolio*
Diversified Income AccountSAM Conservative Balanced Portfolio*
Diversified International AccountSAM Conservative Growth Portfolio *
Equity Income AccountSAM Flexible Income Portfolio*
Global Emerging Markets AccountPrincipal LifeTimeSAM Strategic Income AccountGrowth Portfolio*
Government & High Quality Bond AccountReal Estate Securities Account
Short-Term Income AccountSAM Balanced Portfolio *
International Emerging Markets AccountSAM Conservative Balanced Portfolio*
LargeCap Blend Account IISAM Conservative Growth Portfolio*
LargeCap Growth AccountSAM Flexible Income Portfolio*
LargeCap Growth Account ISAM Strategic Growth Portfolio *SmallCap Account
LargeCap S&P 500 Index AccountShort-Term IncomeU.S. LargeCap Buffer January Account
LargeCap ValueS&P 500 Managed Volatility Index AccountSmallCap BlendU.S. LargeCap Buffer July Account
MidCap Blend AccountSmallCap GrowthU.S. LargeCap Buffer October Account II
Money MarketPrincipal Capital Appreciation AccountSmallCap Value Account I

* Strategic Asset Management (SAM) PortfoliosPortfolio.

To the Shareholders:Shareholders and Contract Owners:

A joint annual meeting of shareholders of each of the series or funds (each a “Fund” and, collectively, the “Funds”) of Principal Variable Contracts Funds, Inc. (“PVC”("PVC"), Principal Funds, Inc., Principal Exchange-Traded Funds, and of Principal Diversified Select Real Asset Fund, will be held at 650 8th Street,801 Grand Avenue, Des Moines, Iowa 50392-208050392 on April 4, 2012,26, 2023 at 10:00 a.m. Central Time( (including any adjournments or postponements, the “Meeting”).  TheFor PVC, the Meeting is being held to consider and vote on the following matters as well as any other issuesbusiness that may properly come before the Meeting and any adjournments:Meeting:

1.Election of the Board of Directors (All Shareholders of all Accounts);.
2.     ApprovalApprove the ability of AmendedPrincipal Global Investors, LLC to enter into and/or materially amend sub-advisory agreements with all sub-advisors, regardless of the degree of affiliation, as described in the proposal, on behalf of the Fund without obtaining shareholder approval. (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and Restated Articles of Incorporation (All Shareholders);
3.  Approval of Amendment or Elimination of Certain Fundamental Investment Restrictions:
3(a)
Approval of Amended Fundamental Restriction Relating to Senior Securities (All Funds).

3(b)
Approval of Amended Fundamental Restriction Relating to Commodities (All Funds).

3(c)
Approval of Amended Fundamental Restriction Relating to Real Estate (All Funds).

3(d)
Approval of Amended Fundamental Restriction Relating to Making Loans (All Funds).

3(e)Approval of Amended Fundamental Restriction Relating to Diversification.
(All Funds Except Real Estate Securities Account)U.S. LargeCap Buffer October Accounts).

A Proxy Statement providing information about the above proposals to be voted on at the Meeting is included with this Notice.
3(f)Approval of Amended Fundamental Restriction Relating to Concentration
(All Funds Except Real Estate Securities Account).

3(g)Approval of Elimination of Fundamental Restriction Relating to Short Sales
(All Funds).


Each shareholder of record atas of the close of business on January 6, 2012,February 27, 2023, the record date for the Meeting, is entitled to notice of and to vote at the Meeting. The Accounts' shareholders of record are insurance company separate accounts that offer variable life and variable annuity contracts. If you are a Contract Owner, you are receiving these materials because you own a variable annuity contract or variable life insurance policy issued by an insurance company that is a shareholder of record, and you have allocated the contract value of such contract or policy to one or more Accounts. As a result, you have the right to instruct your insurance company how to vote the shares of the Accounts that represent your contract value.


Your vote is important.  No matter how many shares you own, please vote.  If you own shares inhave allocated your contract value to more than one Fund,Account, you may receive a separate voting instruction card for each such Account, and you need to return all of the proxy ballots.voting instruction cards (or follow the instructions to vote by telephone or by Internet). To save your Fund(s)Account(s) from incurring the cost of additional solicitations, please review the materials and vote today.
For the Board of Directors
wilsonbetha.jpg
/s/  BETH C. WILSON
Beth C. Wilson
Vice President and Secretary
Dated: January 25, 2012March 6, 2023

Important Notice Regarding Availability of Proxy Statement for the Shareholders’Joint Annual Meeting of Shareholders to be Held on April 4, 2012.26, 2023. This Proxy Statement is available on the Internet at www.eproxy.com/principalva.

https://proxyvotinginfo.com/p/principal2023.

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PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 4, 2012


JANUARY 25, 2012

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TABLE OF CONTENTS

Page
Introduction
7
6
Voting Information
8
7
Proposal 1Election of the Board of Directors
10
Proposal 2ApprovalApprove the ability of Amended and Restated ArticlesPrincipal Global Investors, LLC to enter into and/or materially amend sub-advisory agreements with all sub-advisors, regardless of Incorporationthe degree of affiliation, as defined in the proposal, on behalf of the Fund without obtaining shareholder approval20
22
Proposal 3
Approval of Amendment or Elimination of Certain Fundamental
Investment Restrictions
23
3(a)
Approval of Amended Fundamental Restriction Relating to
Senior Securities
24
3(b)
Approval of Amended Fundamental Restriction Relating to
Commodities
25
3(c)
Approval of Amended Fundamental Restriction Relating to
Real Estate
26
3(d)
Approval of Amended Fundamental Restriction Relating to
Making Loans
27
3(e)Approval of Amended Fundamental Restriction Relating to
Diversification		28
3(f)
Approval of Amended Fundamental Restriction Relating to
Concentration
29
3(g)
Approval of Elimination of Fundamental Restriction Relating to
Short Sales
30
Independent Registered Public Accounting Firm30
26
Other Matters
33
30
Appendix AOutstanding Shares and Share Ownership35
A-1
Appendix BAudit Committee Charter55
Appendix CNominating and Governance Committee Charter60
Appendix DForm of Amended and Restated Articles of Incorporation62
B-1


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PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.
650 8th711 High Street
Des Moines, Iowa 50392-208050392


PROXY STATEMENT

SPECIALJOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 4, 201226. 2023
_________________
INTRODUCTION

Each series of Principal Variable Contracts Funds, Inc. (“PVC” or “we”), Principal Funds, Inc. ("PFI"), Principal Exchange-Traded Funds ("PETF"), and Principal Diversified Select Real Asset Fund ("PDSRA"), will hold a special shareholders’joint annual meeting of shareholders on April 4, 201226, 2023 at 10:00 a.m. Central Time, at 650 8th Street,801 Grand Avenue, Des Moines, Iowa 50392-2080 (the50392 (including any adjournments or postponements, the “Meeting”).  This Proxy Statement and the accompanying form of proxy ballotvoting instruction card(s) relate to PVC only and are first being sent to PVC shareholders on or about January 25, 2012.March 17, 2023. Separate proxy materials for each of PFI, PETF, and PDSRA are being sent to PFI, PETF, and PDSRA shareholders, respectively.

All sharesShares of each separate series or fund of PVC (each a “Fund”an “Account” and, collectively, the “Funds”“Accounts”) are owned of record by sub-accounts ofinsurance company separate accounts ("(“Separate Accounts") of  insurance companies (each, an “Insurance Company”Accounts”) established to fund benefits under variable annuity contracts and variable life insurance policies (each a "Contract"“Contract”) issued by the Insurance Companies.such insurance companies (each an “Insurance Company”).  Persons holding Contracts are referred to herein as "Contract“Contract Owners."”

PVC is a Maryland corporation and an open-end management investment company registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).  PVC currently offers 34 Funds as set forth37 Accounts listed below:

Asset Allocation
Blue Chip AccountPrincipal Capital AppreciationLifeTime Strategic Income Account
BalancedBond Market Index AccountPrincipal LifeTime 2010 Account
Core Plus Bond & Mortgage Securities AccountPrincipal LifeTime 2020 Account
Diversified Balanced AccountPrincipal LifeTime 2030 Account
Diversified GrowthBalanced Managed Volatility AccountPrincipal LifeTime 2040 Account
Diversified InternationalBalanced Volatility Control AccountPrincipal LifeTime 2050 Account
Diversified Growth AccountPrincipal LifeTime 2060 Account
Diversified Growth Managed Volatility AccountReal Estate Securities Account
Diversified Growth Volatility Control AccountSAM Balanced Portfolio*
Diversified Income AccountSAM Conservative Balanced Portfolio*
Diversified International AccountSAM Conservative Growth Portfolio *
Equity Income AccountSAM Flexible Income Portfolio*
Global Emerging Markets AccountPrincipal LifeTimeSAM Strategic Income AccountGrowth Portfolio*
Government & High Quality Bond AccountReal Estate Securities Account
Short-Term Income AccountSAM Balanced Portfolio *
International Emerging Markets AccountSAM Conservative Balanced Portfolio*
LargeCap Blend Account IISAM Conservative Growth Portfolio*
LargeCap Growth AccountSAM Flexible Income Portfolio*
LargeCap Growth Account ISAM Strategic Growth Portfolio *SmallCap Account
LargeCap S&P 500 Index AccountShort-Term IncomeU.S. LargeCap Buffer January Account
LargeCap ValueS&P 500 Managed Volatility Index AccountSmallCap BlendU.S. LargeCap Buffer July Account
MidCap Blend AccountSmallCap GrowthU.S. LargeCap Buffer October Account II
Money MarketPrincipal Capital Appreciation AccountSmallCap Value Account I
* Strategic Asset Management (SAM) PortfoliosPortfolio.

The sponsor of PVCPrincipal Global Investors, LLC ("PGI") is Principal Life Insurance Company (“Principal Life”), and the investment advisor and fund administrator to the Funds is Principal Management Corporation (“PMC” or the “Manager”).Accounts. Principal Funds Distributor, Inc. (the “Distributor” or “PFD”(“PFD”) is the distributor for all share classes of the Funds.  Principal Life, an insurance company organized in 1879 under the laws of Iowa, PMCAccounts. PGI and PFD are indirect, wholly-owned subsidiaries of Principal Financial Group, Inc. (“PFG”).  TheirThe address is in care of the Principal Financial Group, 711 High Street, Des Moines, Iowa 50392-2080.50392.

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PVC will furnish, without charge, a copycopies of its Annual Report to Shareholders for the fiscal year ended December 31, 2010most recent annual and Semi-Annual Report for the six-month period ended June 30, 2011semi-annual shareholder reports to any shareholder upon request. To obtain a copy of a report, please contact PVC by calling our shareholder services departmentthe Shareholder Services Department toll free at 1-800-222-5852 or by writing to PVC at the address above.  PVC’s Annual Report for the fiscal year ended December 31, 2011 is expected toP.O. Box 219971, Kansas City, MO 64121-9971. Copies of each Account's most recent annual and semi-annual shareholder reports can also be sent to shareholders on or about February 23, 2012.obtained at www.PrincipalAM.com/Prospectuses.

Summary of ProposalsProposals..  The Meeting is being held to consider a number of matters.several proposals.  The proposals to be voted upon, and the FundsAccounts to which each proposal applies, are set forth below.

ProposalApplicable FundsAccounts
Proposal 1Election of the Board of DirectorsAll Shareholders
Shareholders of all Accounts
Proposal 2
Approval
Approve the ability of AmendedPrincipal Global Investors, LLC to enter into and/or materially amend sub-advisory agreements with all sub-advisors, regardless of the degree of affiliation, as described in the proposal, on behalf of the Fund without obtaining shareholder approval.Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and Restated
Articles of Incorporation
All Shareholders
Proposal 3
Approval of Amendment or Elimination of
Certain Fundamental Investment Restrictions
3(a)
Approval of Amended Fundamental
Restriction Relating to Senior Securities
All Funds
3(b)
Approval of Amended Fundamental
Restriction Relating to Commodities
All Funds
3(c)
Approval of Amended Fundamental
Restriction Relating to Real Estate
All Funds
3(d)
Approval of Amended Fundamental
Restriction Relating to Making Loans
All Funds
3(e)
Approval of Amended Fundamental
Restriction  Relating to Diversification
All Funds Except Real Estate Securities Account
3(f)
Approval of Amended Fundamental
Restriction Relating to Concentration
All Funds Except Real Estate Securities Account
3(g)
Approval of Elimination of Fundamental
Restriction Relating to Short Sales
All FundsU.S. LargeCap Buffer October Accounts

VOTING INFORMATION

Voting proceduresProcedures..  We are furnishing this  This Proxy Statement to youis furnished in connection with the solicitation on behalf of proxies by the Board of proxiesDirectors (the "Board") of PVC. Please vote your shares by returning the enclosed card(s) in the enclosed postage-paid envelope or by following the instructions on the card(s) for voting by telephone or Internet. Shareholders who wish to be used atattend the Meeting.  The Board is asking permission to vote for you. Meeting in person may call 1-833-290-2605 if they have any questions.
If you properly complete and return the enclosed voting instruction card(s) (or if you give your proxy ballot,by telephone or Internet), the persons named on the ballotcard(s) as proxies will vote your shares as you indicate on the ballotcard(s) (or as you instruct by telephone or forInternet) or "For" approval of each matterproposal for which there is no indication. If youYou may change your mind after you send in the ballot, you may change orvote and revoke your vote by: proxy at any time before it is voted at the Meeting in any of the following ways:
(i) by sending a written notice of revocation to the Meeting Secretary of Principal Variable Contracts Fund,Funds, Inc. atin care of the Principal Financial Group, 711 High Street, Des Moines, Iowa 50392-2080, prior50392;
(ii) by submitting another properly signed card at a later date to the Meeting; (ii) subsequent execution and returnMeeting Secretary of Principal Variable Contracts Funds, Inc. in care of the Principal Financial Group, 711 High Street, Des Moines, Iowa 50392;
(iii) by submitting another proxy ballot prior to the Meeting;by telephone or (iii)Internet at a later date; or
(iv) being present and voting in person at the Meeting after giving oral notice of the revocation to the ChairmanChair of the Meeting.

Please vote your shares by mailing the enclosed ballot in the enclosed postage paid envelope or by following the instructions on the ballot for voting by touch-tone telephone or via the Internet.

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Voting rightsRights. . Only shareholders of record atas of the close of business on January 6, 2012February 27, 2023 (the "Record Date"“Record Date”) are entitled to vote.notice of and to vote at the Meeting. The shareholders of all FundsAccounts and all share classes will vote together on Proposal 1 regarding the election of Directors of PVC and Proposal 2 regarding approval of Amended and Restated Articles of Incorporation of PVC.Directors. The shareholders of each FundAccount, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts (none of which Accounts is voting on Proposal 2), will vote together as a single class and not by class of sharesseparate classes on each other proposal that we intend to submit to the shareholders of that Fund.Proposal 2. You are entitled to one vote on each proposal submitted to the shareholders of a Fundan Account for each share of the Fundthat Account you hold, and fractional votes for fractional shares held.  Certain of the proposals require for approval the vote of a "majority of the outstanding voting securities," which is a term defined in the 1940 Act to mean, with respect to a Fund, the affirmative vote of the lesser of (1) 67% or more of the voting securities of the Fund present at the meeting of that Fund, if the holders of more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (2) more than 50% of the outstanding voting securities of the Fund (a "Majority of the Outstanding Voting Securities").  Under this definition, a proposal could be approved by as little as approximately one-third of the outstanding voting securities of the Fund.  
The affirmative vote of the holders of a plurality of the shares voted at the Meeting is required for the election of aeach Director under Proposal 1. This means that those nominees for Director receiving the highest number of votes cast at the Meeting will be elected. The nominees are running unopposed, so each nominee is expected to be elected as a Director because all nominees who receive votes in favor will be elected. Proposal 2 requires for approval the affirmative vote of a “majority of the outstanding voting securities,” which is defined in the 1940 Act to mean, with respect to an Account, the affirmative vote of the lesser of (1) 67% or more of the voting securities of the Account present in person or by proxy at the meeting of that Account, if the holders of a majoritymore than 50% of the shares entitled to vote at the Meeting is required for the approvaloutstanding voting securities of the Amended and Restated ArticlesAccount are present in person or by proxy, or (2) more than 50% of Incorporation underthe
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outstanding voting securities of the Account (such lesser amount being a “Majority of the Outstanding Voting Securities”).  Under this definition, Proposal 2.2 could be approved by as little as approximately one-third of the outstanding voting securities of the Account to which that proposal applies.

The number of votes eligible to be cast at the Meeting with respect to each FundAccount as of the Record Date and other share ownership information are set forth in Appendix A to this Proxy Statement.

Quorum requirementsRequirements; Abstentions and Broker Non-Votes..  A quorum must be present at the Meeting for the transaction of business.  Thebusiness by any Account. For Proposal 1, the presence in person or by proxy of one-third of the shares of PVC outstanding as of the close of business on the Record Date constitutes a quorum. For Proposal 2, the presence in person or by proxy of one-third of the shares of each Account (except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts, none of the Fundswhich Accounts will vote on Proposal 2), outstanding at the close of business on the Record Date constitutes a quorum for a meeting of that Fund.  For ProposalsAccount.
Abstentions, if any, will be considered present for purposes of determining the existence of a quorum but will be disregarded in determining the votes cast on a proposal. As a result, with respect to (i) Proposal 1 requiring the affirmative vote of a plurality of shares cast at the Meeting, abstentions will have no effect on the outcome of such proposal, and (ii) Proposal 2 requiring the presence in person or by proxyaffirmative vote of one-thirda Majority of the sharesOutstanding Voting Securities, as defined above, abstentions will have the effect of PVC outstanding ata vote against such proposals.
Broker non-votes, if any, will also be considered present for purposes of determining the closeexistence of business on the Record Date constitutes a quorum. AbstentionsPVC understands that, under the rules of the New York Stock Exchange, brokers and nominees may, for certain "routine" matters, grant certain discretionary authority to the proxies designated by the Board to vote without instructions from their customers if no instructions have been received prior to the date specified in the broker's or nominee's requests for voting instructions. A broker non-votes (proxiesnon-vote occurs when a broker or nominee indicates it has not received voting instructions from brokersa shareholder and is barred from voting the shares without such shareholder instructions because the proposal is considered non-routine under the rules of the New York Stock Exchange. Proposal 2 may be considered non-routine, so your broker or nominees indicating that they havenominee likely will not be permitted to vote your shares if it has not received instructions from you, resulting in broker non-votes. A broker non-vote on Proposal 2 will have the beneficial ownerssame effect as a vote against such proposal. Proposal 1 is considered routine under the rules of the New York Stock Exchange, so if you do not give your broker or nominee voting instructions on an item for which thethis proposal, your broker or nominee may vote your shares in its discretion, resulting in no broker non-votes. However, if your broker or nominee does not exercise such discretion and a broker non-vote results, such broker non-vote will have discretionary power) are counted toward a quorum but do not represent votes cast for any issue.  Underno effect on the 1940 Act, the affirmative vote necessary to approve certainoutcome of the proposals may be determined with reference to a percentage of votes present at the meeting, which would have the effect of counting abstentions as if they were votes against a proposal.Proposal 1.

In the eventIf the necessary quorum to transact business or the vote required to approve a proposal is not obtained at the Meeting, the persons named as proxies or any shareholder present at the Meeting may propose one or more adjournments of the Meeting as to one or more proposals in accordance with applicable law to permit further solicitation of proxies. Any such adjournment as to a proposal or any other matter with respect to a Fundan Account will require the affirmative vote of the holders of a majority of the shares of the Fund castAccount present in person or by proxy at the Meeting.  The persons named as proxies and any shareholder present at the Meeting will vote for or against any adjournment in their discretion.

Contract Owner voting instructionsVoting Instructions..  Shares of the FundsAccounts are sold to Separate Accounts of the Insurance Companies and are used to fund benefits under Contracts. Each Contract Owner whose Contract is funded by a Separate Account registered underhas the 1940 Act is entitledright to instruct the Contract Owner’s Insurance Company as to how to vote the shares attributable toof the Accounts that represent his or her Contract andcontract value. You can do so by marking voting instructions on the voting instruction cardcard(s) enclosed with this Proxy Statement and then signing and dating the voting instruction cardcard(s) and mailing the cardcard(s) in the envelope provided.  If a card is not marked to indicate voting instructions, but is signed, dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposals.  Each Insurance Company will vote the shares for which it receives timely voting instructions from Contract Owners in accordance with those instructions andinstructions. Each Insurance Company will vote those shares for which it receives no timely voting instructions for and against approval of a proposal, or will abstain, in the same proportion as the shares for which it receivesdoes not receive timely voting instructions.  Shares attributable to amounts invested by an Insurance Company will be votedinstructions from Contract Owners in the same proportion as votes cast by its Contract Owners.  Accordingly, there are not expected to be any broker non-votes. As a resultBecause of the proportional voting as described above, it is unlikely that quorum requirements for the Meeting will not be satisfied, and, as a result, a small number of Contract Owners can determine the outcome of the voting.

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Solicitation proceduresProcedures. .  We intend PVC intends to solicit proxies by mail.  Officers or employees of PVC, PMCPGI, or their affiliates may make additional solicitations by telephone, internet, facsimileInternet, or personal contact.  They will not be specially compensated for these services.  Brokerage houses, banks, and other fiduciaries may be requested to forward soliciting materials to their principalscustomers and to obtain authorization for the execution of proxies.  For those services, PVC will reimburse them for their out-of-pocket expenses.  PVC has retained the services of a professional

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proxy soliciting firm, Boston Financial Data Services,DiCosta Partners, to assist in soliciting proxies and provide other services in connection therewith and estimates that the aggregate cost of such services will be approximately $255,387.$450,000.
Expenses of the MeetingMeeting. . The FundsAccounts will pay the expenses of the Meeting, including those associated with the preparation and distribution of proxy materials and the solicitation of proxies. The expenses will be allocated to the Account(s) generating the expense, based on the number of Contract Owners.
9


PROPOSAL 1

ELECTION OF THE BOARD OF DIRECTORS

(All Shareholders)Shareholders of all Accounts)

At its December 11-12, 2011its January 26, 2023 meeting, the Board increased the number of Directors from twelve to fourteen and named the fourteenthirteen persons listed below as nominees for election as Directors. ElevenUnless you do not authorize it, your proxy will be voted in favor of the fourteen nominees.  Eleven of the nominees currently serve as Directors. TwoThe other nominees, Mr. Leroy T. Barnes, Jr.Kamal Bhatia and Mr. Tao Huang, were elected by the Board to begin serving as Directors effective at the Board meeting scheduled for March 2012.  The final nominee, Mr. Michael J. Beer,Kenneth McCullum, each will become a Director effective at the Board meeting scheduled for June 2012immediately if he is elected as a Director at the Meeting. The increase inIf elected, Mr. Bhatia will fill the sizevacancy on the Board created by the departure of Timothy Dunbar, who will retire effective at the end of the Board is intended to permit the new Directors to have for a period of time the benefit of the continued service of two current Directors who, as described below and consistent with PVC’s retirement policy, will retire from the Board following its December 2012 meeting.Meeting.
Each nominee has agreed to be named in this Proxy Statement and to serve if elected. The Board has no reason to believe that any of the nominees will become unavailable for election as a Director. However, if that should occur before the Meeting, your proxy will be voted for the individualsindividual(s) recommended by the Board to fill the vacancies.each resulting vacancy.
The following table presents certain information regarding the currentPVC's Directors of PVC and the three new nominees, including their principal occupations which,(which, unless specific dates are shown, are of more than five years duration. In addition, the table includes information concerningduration) and other directorships each Director or nominee holdsheld in reporting companies under the Securities Exchange Act of 1934 or registered investment companies under the 1940 Act, as well as other companies.Act. Mr. Dunbar is not standing for re-election at the Meeting because he is retiring from the Board effective at the end of the Meeting. Information is listed separately for those Directors and nominees who are “interested persons” (as defined in the 1940 Act) of PVC (the “Interested Directors”) and those Directors and nominees who are not interested persons of PVC (the “Independent Directors”). ThreeFour of the nominees for Independent Director, Mr. Barnes,Hymes, Mr. DamosLattimer, Ms. Dryer and Mr. Huang,Ms. Grieb, have not previously been elected Directors by the shareholders of PVC.PVC's shareholders. The Board’s Nominating and Governance Committee, comprised entirelycomposed of four of PVC’s Independent Directors, selected and nominated Mr. Barnes,Hymes, Mr. DamosLattimer, Ms. Dryer and Mr. HuangMs. Grieb as candidates for Director upon the recommendations of one or more of the Independent Directors.  Directors or with the assistance of a professional search firm. The two new nominees for Interested Director, Mr. Bhatia and Mr. McCullum, have not previously served as Directors, and both were selected and nominated as candidates for Director upon the recommendations of PGI, PFI's investment advisor.
All individuals who are current PVC Directors of PVC also serve as directorsDirectors of Principal Funds, Inc. (“PFI”),PFI, another mutual fund sponsoredadvised by Principal Life,PGI; as trustees of PETF, an exchange-traded fund advised by PGI; and allas trustees of PDSRA, an interval fund advised by PGI. All individuals who are nominees as PVC Directors of PVC are also currently standing as nominees for election as directors or trustees, as applicable, of PFI, PETF, and PDSRA and, if elected by itsthose respective shareholders, will serve as directors or trustees, as applicable, of PFI.PFI, PETF, and PDSRA. If the same individuals are not elected by the shareholders of botheach of PVC, PFI, PETF, and PFI,PDSRA the compositions of theirthose boards will differ. PVC, PFI, PETF, and PFIPDSRA (collectively, the “Fund Complex”) currently offer shares of a combined total of 97 portfolios or132 funds.
Each Director generally will serve until the next annual meeting of shareholders or until such Director’s earlier death, resignation, or removal. Independent Directors have a successor is72-year age limit and, for Independent Directors elected on or after September 14, 2021, a 72-year age limit or a 15-year term limit, whichever occurs first. The Board may waive the age or term limits in the Board’s discretion. Pursuant to this policy, Messrs. Barnes and qualified, except that, consistent with PVC’s retirement policy, Ms. Lukavsky and Mr. Gilbert will serve until the conclusion of the meeting of the BoardHirsch are expected to be heldretire in December 2012.2023.

10


Independent Directors and Nominees
INDEPENDENT BOARD MEMBERS and NOMINEES
Name, Address,

and Year of Birth
Position(s)
Board Positions Held with PVC

Fund Complex
Principal Occupation(s)

During the Past 5 Years
Number of Portfolios Overseen in Fund Complex
Other
Directorships
Held
Elizabeth Ballantine
711 High Street
Des Moines, Iowa 50392
1948
Director (since 2004)
Member Nominating and Governance Committee
Principal, EBA Associates
(consulting and investments)
Durango Herald, Inc.;
McClatchy Newspapers, Inc.
During
Past 5 Years
Leroy T. Barnes, Jr.
711 High Street
Des Moines, IowaIA 50392
1951
Nominee for Director, PFI and PVC (since 2012) Trustee, PETF (since 2014)
Trustee, PDSRA (since 2019)
Retired

132McClatchy Newspapers, Inc.; Herbalife Ltd. (2000 - 2020); Frontier Communications, Inc.; Longs Drug Stores
- 10 -
Independent Directors and Nominees
Name, Address
and Year of Birth
Position(s)
Held with PVC
Principal Occupation(s)
During the Past 5 Years
Other
Directorships Held
Kristianne Blake
711 High Street
Des Moines, Iowa 50392
1954
Director (since 2006)
Member Operations Committee
President, Kristianne Gates Blake, P.S. (personal financial and tax planning)
Avista Corporation (energy); Russell Investment Company,* Russell Investment Funds*
(48 portfolios overseen)
2005 - 2019)
Craig Damos
711 High Street
Des Moines, IowaIA 50392
1954
Lead Independent Board Member
(since 2020)
Director, PFI and PVC (since 2008) Trustee, PETF (since 2014)
Member Operations CommitteeTrustee, PDSRA (since 2019)
President, TheC.P. Damos CompanyConsulting LLC (consulting services). Formerly Chairman/CEO/ President and Vertical Growth Officer, The Weitz Company (general construction)Hardin Construction Company
Richard W. Gilbert
711 High Street
Des Moines, Iowa 50392
1940
Director (since 2000)
Member Audit Committee
President, Gilbert Communications, Inc. (business consulting)
Calamos Asset
Management, Inc.
Mark A. Grimmett
711 High Street
Des Moines, Iowa 50392
1960
Director (since 2004)
Member Executive Committee and Nominating and Governance Committee
Executive Vice President and CFO, Merle Norman Cosmetics, Inc. (cosmetics manufacturing)132None
Katharin S. Dyer
711 High Street
Des Moines, IA 50392
1957		Director, PFI and PVC (since 2023) Trustee, PETF and PDSRA (since 2023Founder and Chief Executive Officer, Pivotwise (consulting services)
Global Partner, IBM (technology company) from 2016-2018		132Liquidity Services, Inc. (2020 - present)
Frances P. Grieb
711 High Street
Des Moines, IA 50392
1960		Director, PFI and PVC (since 2023) Trustee, PETF and PDSRA (since 2023Retired132First Interstate BancSystems, Inc. (2022 - present)
Great Western Bancorp, Inc. and Great Western Bank (2014 - 2022)
Fritz S. Hirsch
711 High Street
Des Moines, IowaIA 50392
1951
Director, PFI and PVC (since 2005) Trustee, PETF (since 2014)
Member Audit CommitteeTrustee, PDSRA (since 2019)

Interim CEO, MAM USA (manufacturer of infant and juvenile products). Formerly President, Sassy, Inc. (manufacturer of infant and juvenile products) February 2020 to October 2020,132Focus Products Group (housewares)
MAM USA (2011 - present)
Tao HuangVictor L. Hymes
711 High Street
Des Moines, IowaIA 50392
19621957
Director, PFI and PVC (since 2020) Trustee, PDSRA and PETF (since 2020)

Nominee for DirectorFounder, CEO, and Chief Investment Officer, Legato Capital Management, LLC (investment management company)132Formerly, Chief Operating Officer, Morningstar, Inc. (investment research)Armstrong World Industries, Inc. (manufacturing)
None
William C. KimballPadelford L. Lattimer
711 High Street
Des Moines, IowaIA 50392
19471961
Director, PFI and PVC (since 2000)2020) Trustee, PDSRA and PETF (since 2020)
Member Nominating and Governance Committee
Managing Partner, TBA Management Consulting LLC (management consulting and staffing company)
Partner, Kimball – Porter Investments L.L.C.
Casey's General Stores, Inc.
Barbara A. Lukavsky
711 High Street
Des Moines, Iowa 50392
1940
Director (since 1993)
Member Operations Committee
President and CEO, Barbican Enterprises, Inc. (cosmetics manufacturing)132None
Daniel Pavelich
Karen McMillan
711 High Street

Des Moines, IowaIA 50392
1944

1961		Director, PFI and PVC (since 2014) Trustee, PETF (since 2014)
Trustee, PDSRA (since 2019)
Founder/Owner, Tyche Consulting LLC (consulting services)
Managing Director, Patomak Global Partners, LLC
(financial services consulting) from 2014-2021
132None
Elizabeth A. Nickels
711 High Street
Des Moines, IA 50392
1962		Director, PFI and PVC (since 2006)
Member Audit Committee
2015) Trustee, PETF (since 2015)
Trustee, PDSRA (since 2019)		Retired132
Catalytic,SpartanNash (2000 - 2022)
Mary M. VanDeWeghe
711 High Street
Des Moines, IA 50392
1959		Director, PFI and PVC (since 2018) Trustee, PETF (since 2018)
Trustee, PDSRA (since 2019)		CEO and President, Forte Consulting, Inc. (offshore software development)
(financial and management consulting)		132Helmerich & Payne (2019 - present);
 Denbury Resources Inc. ( 2019 - 2020)

The following Directors are considered to be Interested Directors because they are affiliated persons of PGI, PFD, which currently serves as PVC's principal underwriter, or Principal Securities, Inc. ("PSI”), PVC's former principal underwriter.
11


*PVC and the funds of Russell Investment Funds and Russell Investment Company have one or more common sub-advisors.

- 11 -

Interested Directors
INTERESTED BOARD MEMBERS and NOMINEES
Name, Address,

and Year of Birth
Position(s)
Board Positions Held
with Fund Complex
Positions with the ManagerPGI
and its affiliates;
Principal Occupation(s)
During Past 5 Years**
(unless noted otherwise)
Number of
Portfolios
Overseen
in Fund
Complex
Other Directorships
Held
During
Past 5 Years
Michael J. Beer
Kamal Bhatia
711 High Street

Des Moines, IowaIA 50392
1961

1972		President and Chief Executive Officer (since 2019)
Nominee for DirectorPGI
Director (since 2019)
President-Principal Funds (since 2019)
PFD
Director (since 2019)
PFGI, PFSI, and PLIC
Senior Executive Director and Chief Operating Officer - PAM (since 2022)
Senior Executive Director and Chief Operating Officer - PGI (2020-2022)
President-Principal Funds (2019-2020)
Post
Director (since 2020)
Principal-REI
Senior Executive Director and Chief Operating Officer - PGI (since 2022)
Director (since 2020)
PSS
Executive Vice President (since 2019)
(since 2001)Director and Chair (2019-2022)
Spectrum
Director (since 2021)
Origin
Additional Director (since 2022)
Oppenheimer Funds
Senior Vice President (2011-2019)
132None
Patrick G. Halter
711 High Street
Des Moines, IA 50392
1959		Director, PFI and PVC (since 2017) Trustee, PETF (since 2017)
Trustee, PDSRA (since 2019)
PGI
Chair (since 2018)
Chief Executive Officer and
President (since 2018)
Director (since 2003)
PFGI, PFSI, and PLIC
President and Chief Executive
Officer - PAM (since 2022)
President - PGAM (2020-2022)
Post
Director (since 2017)
Chair (2017-2020)
Principal-REI
President - PGAM (since 2022)
Director and Chair (since 2004)
Chief Executive Officer and
President (2018-2021)
Origin
Director (2018-2019)
132None
Kenneth A. McCullum
711 High Street
Des Moines, IA 50392
1964
PFSI
Executive Vice President and Chief OperatingRisk Officer PMC. (since 2023)
Senior Vice President and Chief Risk Officer (2020-2023)
Vice President and Chief Actuary (2015-2020)
PLIC
Executive Vice President PFDand Chief Risk Officer (since 2006). President, Princor, PSS (since 2007). Director, PMC (since 2006), Princor, and PSS (since 2007). Vice President – Mutual Funds and Broker Dealer, PLIC.
None
Ralph C. Eucher2023)
711 High Street
Des Moines,
Iowa 50392
1952
Chairman, Director (since 1999), Member Executive CommitteeDirector, PMC (since 2008), PSS (since 2008), CCI (since 2009) and Spectrum. Chairman, PFD (2006-2008). Senior Vice President PLIC.None
Nora M. Everettand Chief Risk Officer (2020-2023)
711 High Street
Des Moines,
Iowa 50392
1959
Chief Executive Officer
President, Director (since 2008), Member Executive
Committee
Vice President and Director, PMC (since 2008). Director, PFD (since 2008), Princor (since 2008), PSS (since 2008), and Edge (since 2008). Chief Executive Officer, Princor (since 2009). Senior Vice President/Retirement & Investors Services, PLIC.Actuary (2015-2020)132None
12


**
Abbreviations used in this table::
·Columbus Circle Investors (CCI)
·EdgeOrigin Asset Management Inc. (Edge)
·Princor Financial Services Corporation (Princor)
·Principal Funds Distributor, Inc. (PFD)
·LLP (Origin)Principal Global Investors, LLC (PGI)
·Post Advisory Group, LLC (Post)Principal Life Insurance Company (PLIC)
·Principal Asset Management Corporation (PMC)
·(PAM)Principal Real Estate Investors, LLC (PREI)(Principal - REI)
Principal Financial Group, Inc. (PFGI)·Principal Securities, Inc. (PSI)
Principal Financial Services, Inc. (PFSI)Principal Shareholder Services, Inc. (PSS)
·Principal Funds Distributor, Inc. (PFD)Spectrum Asset Management, Inc. (Spectrum)
Principal Global Asset Management (PGAM)
During the last fiscal year ended December 31, 2011, the Board of Directors held eight meetings.  For that  fiscal year, each current Director attended at least 75% of the aggregate number of meetings of the Board and of any Board Committees on which the Director served, held during the time the Director was a member of the Board.
Correspondence intended for the Board or for an individual Director may be sent to the attention of the Board or the individual Director at 650 8th711 High Street, Des Moines, Iowa 50392-2080.50392. All communications addressed to the Board or to an individual Director received by PVC are forwarded to the full Board or to the individual Director.
Officers of PVC

The following table presents certain information regarding the current officers of PVC, including their principal occupations which,(which, unless specific dates are shown, are of more than five years duration.duration). Officers serve at the pleasure of the Board of Directors.Board. Each of the officers of PVC officer holds the same position with PFI.

PFI, PETF, and PDSRA.
FUND COMPLEX OFFICERS
Name, Address
and Year of Birth
Officers Position(s) Held
Held with PVCFund Complex
Positions with PGI and its Affiliates;
Principal Occupation(s)
Occupations During the Past 5 Years **Years**
Michael J. Beer
Kamal Bhatia
711 High Street

Des Moines, IowaIA 50392
1961

1972		President and Chief Executive Officer
   (since 2019)
PGI
Director (since 2019)
President-Principal Funds (since 2019)
PFD
Director (since 2019)
PFGI, PFSI, and PLIC
Senior Executive Vice President
(since 2001)
Executive Vice PresidentDirector and Chief Operating Officer PMC. - PAM (since 2022)
Senior Executive Director and Chief Operating Officer - PGI
(2020-2022)
President-Principal Funds (2019-2020)
Post
Director (since 2020)
Principal-REI
Senior Executive Director and Chief Operating Officer - PGI
(since 2022)
Director (since 2020)
PSS
Executive Vice President PFD (since 2006). President, Princor, PSS2019)
Director and Chair (2019-2022)
Spectrum
Director (since 2007).2021)
Origin
Additional Director PMC (since 2006), Princor, and PSS (since 2007).2022)
Oppenheimer Funds
Senior Vice President – Mutual Funds and Broker Dealer, PLIC.(2011-2019)
Randy L. Bergstrom
D. Bolin
711 High Street

Des Moines, IowaIA 50392
1955

1961
Assistant Tax Counsel
(since 2005)
(since 2020)
Vice President/Associate General Counsel, PGI (since 2006) and PLIC.

- 12 -

2016)
Name, Address and Year of Birth
Officers Position(s)Vice President/Associate General Counsel, PFSI (since 2013)
Held with PVC
Principal Occupation(s)
During the Past 5 Years **Vice President/Associate General Counsel, PLIC (since 2013)
David J. Brown
711 High Street
Des Moines, Iowa 50392
1960
Chief Compliance Officer
(since 2004)
Senior Vice President, PMC, PFD (since 2006), Princor, and PSS (since 2007). Vice President/Compliance, PLIC.
Jill R. Brown
1100 Investment Boulevard, Ste 200
El Dorado Hills, CA 95762
1967
Senior Vice President
(since 2007)
Senior Vice President, PMC, Princor, and PSS (since 2007). President, PFD (since 2010). Prior thereto, Senior Vice President and Chief Financial Officer, PFD (2006-2010).
Teresa M. Button
711 High Street
Des Moines, Iowa 50392
1963
Treasurer
(since 2011)
Treasurer (since 2011) for PMC, Princor, PSS, and Spectrum. Vice President and Treasurer since 2011 for PFD, PGI, PREI and Edge. Vice President and Treasurer, PLIC.
Cary Fuchs
1100 Investment Boulevard, Ste 200
El Dorado Hills, CA 95762
1957
Senior Vice President of Distribution (since 2007)Chief Operating Officer, PFD (since 2010). President, PFD (2007-2010). Senior Vice President/Mutual Fund Operations, PSS (since 2009). Vice President/Mutual Fund Operations, PSS (2007-2009). Director – Transfer Agent & Administrative Services, PLIC. Prior thereto, First Vice President, WM Shareholder Services and WM Funds Distributor, Inc.
Stephen G. Gallaher
711 High Street
Des Moines, Iowa 50392
1955
Assistant Counsel
(since 2006)
Assistant General Counsel, PMC (since 2007), PFD (since 2007), Princor (since 2007), PSS (since 2007), and PLIC. Prior thereto, Second Vice President and Counsel.
Ernest H. Gillum
711 High Street
Des Moines, Iowa 50392
1955
Vice President (since 2000)
Assistant Secretary
(since 1993)
Vice President and Chief Compliance Officer, PMC. Vice President, Princor, and PSS (since 2007).
Patrick A. Kirchner
711 High Street
Des Moines, Iowa 50392
1960
Assistant Counsel
(since 2002)
Assistant General Counsel, PMC (since 2008), Princor (since 2008), and PGI (since 2008) and PLIC.
Carolyn F. Kolks
711 High Street
Des Moines, Iowa 50392
1962
Assistant Tax Counsel
(since 2005)
Counsel, PGI and PLIC.
Jennifer A. MillsBeth Graff
711 High Street
Des Moines, IA 50392
19731968
Vice President and Assistant CounselController
(since 2010)2021)

Director – Fund Accounting, PLIC (since 2016)

Gina L. Graham
711 High Street
Des Moines, IA 50392
1965		Counsel, PMCTreasurer (since 2009),2016)Vice President and Treasurer, PGI (since 2016)
Vice President and Treasurer, PFD (since 2009), Princor2016)
Vice President and Treasurer, PFSI (since 2009),2016)
Vice President and Treasurer, PLIC (since 2016)
Vice President and Treasurer, Principal - REI (since 2017)
Vice President and Treasurer, PSI (since 2016)
Vice President and Treasurer, PSS (since 2009),2016)
Vice President and PLICTreasurer, RobustWealth, Inc. (since 2006).2018)
13


FUND COMPLEX OFFICERS
Layne A. RasmussenName, Address
and Year of Birth
Position(s) Held
with Fund Complex
Positions with PGI and its Affiliates;
Principal Occupations During Past 5 Years**
Megan Hoffmann
711 High Street
Des Moines, IowaIA 50392
19581979
Chief Financial Officer (since 2008), Vice President (since 2005)
Controller (since 2000)
Vice President and Controller (since 2021)
Director – Mutual Funds, PMC.Accounting, PLIC (since 2020)
Assistant Director – Accounting, PLIC (2017-2020)

Laura B. Latham
711 High Street
Des Moines, IA 50392
1986		Assistant Counsel and Assistant Secretary
   (since 2018)		Counsel, PGI (since 2018)
Counsel, PLIC (since 2018)
Diane K. Nelson
711 High Street
Des Moines, IA 50392
1965		AML Officer (since 2016)Chief Compliance Officer/AML Officer, PSS (since 2015)
Michael D. RoughtonTara Parks
711 High Street
Des Moines, IowaIA 50392
19511983
Counsel
(since 1990)
Senior Vice President and Associate GeneralAssistant Controller
(since 2021)
Director – Accounting, PLIC (since 2019)
Tax Manager – ALPS Fund Services (2011 – 2019)
Deanna Y. Pellack
711 High Street
Des Moines, IA 50392
1987		Assistant Counsel PMC and Princor. Senior Assistant Secretary (since 2022)
Counsel, PLIC (since 2022)
Vice President, The Northern Trust Company (2019-2022)
Second Vice President, The Northern Trust Company (2014-2019) Secretary, Advisers Investment Trust (2021-2022)
Assistant Secretary, Advisers Investment Trust (2018-2021)
Sara L. Reece
711 High Street
Des Moines, IA 50392
1975
Vice President and Counsel, PFDChief Operating Officer (since 2006), PSS (since 2007). 2021)
Vice President and Associate General Counsel, PGI and PLIC.Controller (2016-2021)
Managing Director – Global Fund Ops, PLIC (since 2021)
Managing Director – Financial Analysis/ Planning, PLIC (2021)
Director – Accounting, PLIC (2015-2021)
Teri R. Root
711 High Street
Des Moines, IA 50392
1979		Chief Compliance Officer (since 2018)
Interim Chief Compliance Officer (2018)
Deputy Chief Compliance Officer
   (2015-2018)		Chief Compliance Officer - Funds, PGI (since 2018)
Vice President, PSS (since 2015)
Adam U. Shaikh
711 High Street
Assistant Counsel
(since 2006)
Counsel, PMC (since 2007), PFD (since 2007), Princor (since 2007), PSS (since 2007) and

- 13 -

Name, Address and Year of Birth
Officers Position(s)
Held with PVC
Principal Occupation(s)
During the Past 5 Years **
Des Moines, Iowa 50392
1972
PLIC (since 2006).
Dan L. WestholmMichael Scholten
711 High Street
Des Moines, IowaIA 50392
19661979
Chief Financial Officer (since 2021)
Chief Operations Officer, PFD (since 2022)
Chief Financial Officer, PFD (2016-2022)
Assistant TreasurerVice President and Actuary, PLIC (since 2021)
(since 2006)
DirectorChief Financial Officer – Treasury, PMC, Princor (2008-2009),Funds/Platforms, PLIC (since 2015)
Chief Financial Officer, PSS (since 2007), and PLIC.2015)
Adam U. Shaikh
711 High Street
Des Moines, IA 50392
1972		Assistant Secretary (since 2022)
Assistant Counsel (since 2006)		Assistant General Counsel, PGI (since 2018)
Counsel, PLIC (since 2006)
John L. Sullivan
711 High Street
Des Moines, IA 50392
1970
Assistant Counsel and Assistant Secretary
   (since 2019)		Counsel, PGI (since 2020)
Counsel, PLIC (since 2019)
Prior thereto, Attorney in Private Practice
Dan L. Westholm
711 High Street
Des Moines, IA 50392
1966		Assistant Treasurer (since 2006)Assistant Vice President-Treasury, PGI (since 2013)
Assistant Vice President-Treasury, PFD (since 2013)
Assistant Vice President-Treasury, PLIC (since 2014)
Assistant Vice President-Treasury, PSI (since 2013)
Assistant Vice President-Treasury, PSS (since 2013)
Beth C. Wilson

711 High Street

Des Moines, IowaIA 50392

1956
Vice President and Secretary (since 2007)Vice President, PMCDirector and Secretary-Funds, PLIC (since 2007) and Princor (2007-2009). Prior thereto, Segment Business Manager for Pella Corp.
14


** Abbreviations used in this table:
FUND COMPLEX OFFICERS
Name, Address
and Year of Birth
Position(s) Held
with Fund Complex
Positions with PGI and its Affiliates;
Principal Occupations During Past 5 Years**
Clint L. Woods
711 High Street
Des Moines, IA 50392
1961		Counsel, Vice President, and
   Assistant Secretary (since 2018)
Of Counsel (2015-2018)
PGI
Vice President, Associate General Counsel, and Assistant Secretary
(since 2021)
Vice President, Associate General Counsel, and Secretary (2020-2021)
Vice President, Associate General Counsel, Governance Officer, and
Assistant Corporate Secretary (2018-2020)
PFD
Vice President, Associate General Counsel, and Secretary (since 2021)
Vice President, Associate General Counsel, and
Assistant Corporate Secretary (2019-2021)
PFSI
Vice President, Associate Counsel, Governance Officer, and
Assistant Corporate Secretary (since 2015)
PLIC
Vice President, Associate General Counsel, Governance Officer, and
Assistant Corporate Secretary (since 2015)
Post
Assistant Secretary (since 2021)
Secretary (2020-2021)
Principal-REI
Vice President, Associate General Counsel, Governance Officer,
and Secretary (since 2020)
Vice President, Associate Counsel, Governance Officer, and
Assistant Corporate Secretary (2020)
PSI
Vice President, Associate General Counsel, and Secretary (2021-2022)
Vice President, Associate General Counsel, and Assistant Corporate
Secretary (2019-2021)
PSS
Vice President, Associate General Counsel, and Secretary (since 2021)
Vice President, Associate General Counsel, and Assistant Corporate
Secretary (2019-2021)
RobustWealth, Inc.
Vice President, Associate General Counsel, and Assistant Corporate
Secretary (since 2019)
Spectrum
Assistant Secretary (since 2021)
Secretary (2020-2021)
Jared A. Yepsen
711 High Street
Des Moines, IA 50392
1981		Assistant Tax Counsel (since 2017)Counsel, PGI (2017-2019)
Counsel, PLIC (since 2015)
·Columbus Circle Investors (CCI)
**Abbreviations used:
·
EdgeOrigin Asset Management Inc. (Edge)
·Princor Financial Services Corporation (Princor)
·Principal Funds Distributor, Inc. (PFD)
·LLP (Origin)Principal Global Investors, LLC (PGI)
·Post Advisory Group, LLC (Post)Principal Life Insurance Company (PLIC)
·Principal Asset Management Corporation (PMC)
·(PAM)Principal Real Estate Investors, LLC (PREI)(Principal - REI)
Principal Financial Group, Inc. (PFGI)·Principal Securities, Inc. (PSI)
Principal Financial Services, Inc. (PFSI)Principal Shareholder Services, Inc. (PSS)
·Principal Funds Distributor, Inc. (PFD)Spectrum Asset Management, Inc. (Spectrum)
Principal Global Asset Management (PGAM)

Leadership Structure of the Board of Directors

Overall responsibility for directing the business and affairs of PVC rests with the Board of Directors, who are elected by PVC's shareholders.  In addition to serving on the Board of PVC, each Director serves on the Board of PFI.  The Board is responsible for overseeing thePVC's operations of PVC in accordance with the provisions of the 1940 Act, other applicable laws, and PVC’sPVC's charter. In addition to serving on the PVC Board, each Director serves on the PFI Board, the PETF Board, and the PDSRA Board. The Board elects the officers of PVC to supervise its day-to-day operations.  The Board meets in regularly scheduled meetings eight times throughout the year.  Board meetings may occur in-person, by telephone, or by telephone.virtually.  In addition, the Board holds special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regularregularly scheduled meetings. Board members who are Independent Directors also meet annually to consider renewal of PVC'sPVC’s advisory contracts.  The
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As of the Record Date, the Board is currently composed of eleventwelve members, nineten of whom are Independent Directors. As stated above, Mr. Dunbar has announced his intention to retire as member of the Board effective at the end of the Meeting. Mr. Bhatia will fill the Board vacancy created by Mr. Dunbar's retirement, effective immediately, if he is elected a Director at the Meeting. Following Mr. Dunbar's retirement and if all nominees are elected, the Board will be composed of thirteen members, ten of whom are Independent Directors.
Currently, the Chair of the Board, Timothy M. Dunbar is an interested person of PVC. The Independent Directors have appointed a lead Independent Director, currently Mr. Damos, whose role is to review and approve, with the Chair, each Board meeting's agenda and to facilitate communication between and among the Independent Directors, management, and the full Board. The Board’s leadership structure is appropriate for the Fund Complex given the characteristics and circumstances, including the number of portfolios, variety of asset classes, the net assets, and distribution arrangements. The appropriateness of this structure is enhanced by the establishment and allocation of responsibilities among the Board committees, which are described below and which report their activities to the Board on a regular basis. Following Mr. Dunbar's retirement at the end of the Meeting, the Board anticipates continuing its current governance structure with an interested Board Chair and a lead Independent Director.
Each Director and Director nominee has significant prior senior management and/or board experience. As stated above, in December the Board set the number of Directors at fourteen and appointed two of three new nominees as Directors.  The appointment of the two new nominees for Director, Mr. Barnes and Mr. Huang, will become effective at the Board meeting scheduled for March 2012.  Mr. Beer, the third new nominee, will become a Director effective at the Board meeting scheduled for June 2012, if he is elected as a Director at the Meeting.

The Chairman of the Board is an interested person of PVC.  The Independent Directors of PVC have appointed a lead Independent Director whose role is to review and approve, with the Chairman, the agenda for each Board meeting and facilitate communication among PVC's Independent Directors as well as communication between the Independent Directors, management of PVC and the full Board.  PVC has determined that the Board's leadership structure is appropriate given the characteristics and circumstances of PVC, including such items as the number of series or portfolios that comprise PVC, the variety of asset classes those series reflect, the net assets of PVC, the committee structure of the Board and the distribution arrangements of PVC.  The appropriateness of this structure is enhanced by PVC’s Board Committees, which are described below, and the allocation of responsibilities among them.

The Directors were selected to serve, and continue to serve, on the Board based upon their skills, experience, judgment, analytical ability, diligence, and ability to work effectively with other Board members, a commitment to the interests of shareholders, and, for each Independent Director, a demonstrated willingness to take an independent and questioning view of management. In addition to these general qualifications, the Board seeks members who will build upon the diversity of the Board.  In addition to those qualifications, the followingBoard's diversity. Below is a brief discussion of
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the specific education, experience, qualifications, or skills that led to the conclusion that each person identified below should serve as a Director for PVC.Director. As required by rules the SEC has adopted under the 1940 Act, PVC'sthe Independent Directors select and nominate all candidates for Independent Director positions.
Independent Directors

Board Members
Leroy T. Barnes, Jr.Elizabeth Ballantine.  Ms. Ballantine Mr. Barnes has served as a Directoran Independent Board Member of PVC and PFIthe Fund Complex since 2004.  Through her professional training and experience as an attorney and her experience as a director of Principal Funds, investment consultant and a director, Ms. Ballantine is experienced in financial, investment and regulatory matters.

Leroy T. Barnes.  Mr. Barnes will begin serving as a director of PFI and PVC in March 2012. From 2001-2005,2001 to 2005, Mr. Barnes served as Vice President and Treasurer of PG&E Corporation. From 1997-2001,1997 to 2001, Mr. Barnes served as Vice President and Treasurer of Gap, Inc. Through his education, and employment experience, and experience as a director,board member, Mr. Barnes is experienced with financial, accounting, regulatory and investment matters.

Kristianne Blake.  Ms. Blake has served as a Director of PVC and PFI since 2007.  From 1998-2007, she served as a Trustee of the WM Group of Funds. Ms. Blake has been a director of the Russell Investment Funds since 2000.  Through her education, experience as a director of mutual funds and employment experience, Ms. Blake is experienced with financial, accounting, regulatory and investment matters.

Craig DamosDamos.. Mr. Damos has served as a Directoran Independent Board Member of PVC and PFIthe Fund Complex since 2008. Since 2011, Mr. Damos has served as the President of TheC.P. Damos Company (consulting services)Consulting, LLC (doing business as Craig Damos Consulting). He has also served as a director of the employees' stock ownership plan of the Baker Group since 2020. Mr. Damos served as President and Chief Executive Officer of Weitz Company from 2006-2010 and2006 to 2010; Vertical Growth Officer of Weitz Company from 2004-2006. From 2000-2004, he served as the2004 to 2006; and Chief Financial Officer of Weitz Company.Company from 2000 to 2004. From 2005-2008,2005 to 2008, Mr. Damos served as a director of West Bank. Through his education, employment experience, and experience as a director of Principal Funds and employment experience,board member, Mr. Damos is experienced with financial, accounting, regulatory and investment matters.

Katharin S. Dyer. Richard W. Gilbert.  Mr. GilbertMs. Dyer has served as a Director of PVC and PFI since 2000.  From 1988-1993, he served as the Chairmanan Independent Board Member of the BoardFund Complex since January 2023. She is the founder and Chief Executive Officer of PivotWise, a firm providing strategic advice focused on digital transformation. Ms. Dyer currently serves as a director of Liquidity Services and the Federal Home Loan Bank of Chicago.  Since 2005, Mr. Gilbert hasGrameen Foundation. She previously served as a director of Calamos AssetProvidence Health from 2019 to 2021, Noora Health from 2018 to 2021, YWCA of Nashville and Middle Tennessee from 2016 to 2022, and CARE from 2001 to 2013. She was formerly employed by IBM Global Services as a Global Partner and a member of the senior leadership team from 2016 to 2018. Ms. Dyer was a member of the Global Management Inc.Team at American Express Company from 2013 to 2015. Through his serviceher education, employment experience, and experience as a board member, Ms. Dyer is experienced with financial, information and digital technology, investment, and regulatory matters.
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Frances P. Grieb. Ms. Grieb has served as an Independent Board Member of the Fund Complex since January 2023. Ms. Grieb currently serves as a director of Principal FundsFirst Interstate BancSystem, Inc. and his employment experience, Mr. Gilbert is experienced with financial, regulatory and investment matters.

Mark A. Grimmett.  Mr. Grimmett has served as a Directorthe National Advisory Board of PVC and PFI since 2004.  Hethe College of Business at the University of Nebraska at Omaha. She is a certified public accountant. Since 1996, Mr. Grimmett hasmember of the American Institute of Certified Public Accountants and the National Association of Corporate Directors. From 2014 to 2022, she served as the Chief Financial Officer for Merle Norman Cosmetics, Inc.  Through his service as a director of Principal Funds, hisGreat Western Bancorp, Inc. Ms. Grieb is a retired partner having served in various leadership roles at Deloitte LLP from 1982 to 2010. Ms. Grieb is a retired Certified Public Accountant. Through her education, and his employment experience, Mr. Grimmettand experience as a board member, Ms. Grieb is experienced with financial, accounting, regulatoryinvestment, and investmentregulatory matters.

Fritz HirschS. Hirsch.. Mr. Hirsch has served as a Directoran Independent Board Member of PVC and PFIthe Fund Complex since 2005. From 1983-1985, he2011 to 2015, Mr. Hirsch served as Chief Financial OfficerCEO of Sassy, Inc. From 1986-2009, Mr. HirschMAM USA. He served as President and Chief Executive Officer of Sassy, Inc. from 1986 to 2009, and Chief Financial Officer of Sassy, Inc. from 1983 to 1985. Through his education, employment experience, and experience as a director of the Principal Funds and employment experience,board member, Mr. Hirsch is experienced with financial, accounting, regulatory and investment matters.

Victor L. Hymes.Tao Huang. Mr. Huang will begin serving as a director of PFI and PVC in March 2012.  From 1996-2000, Mr. HuangHymes has served as an Independent Board Member of the Fund Complex since 2020. He currently serves as Founder, Chief TechnologyExecutive Officer, and Chief Investment Officer of Morningstar,Legato Capital Management, LLC. Over the past thirty years, Mr. Hymes has served in the roles of CEO, COO, CIO, portfolio manager and other senior management positions with investment management firms, including Zurich Scudder Investments, Inc., Goldman, Sachs & Co., and from 1998-2000 as President ofKidder, Peabody & Co. Mr. Hymes has served on numerous boards, and has chaired four investment committees over the International Division of Morningstar.  From 2000-2011, Mr. Huang served as Chief Operating Officer of Morningstar.  past two decades.Through his education, and employment experience Mr. Huang is experienced with technology, financial, regulatory and investment matters.

William Kimball.  Mr. Kimball has served as a Director of PVC and PFI since 2000.  From 1998-2004, Mr. Kimball served as Chairman and CEO of Medicap Pharmacies, Inc.  Prior to 1998,  he served as President and CEO of Medicap.  Since 2004, Mr. Kimball has served as director of Casey's General Stores, Inc.  Through his experience as a director of the Principal Funds and his employment experience,board member, Mr. Kimball is experienced with financial, regulatory and investment matters.
Barbara Lukavsky.  Ms. Lukavsky has served as a Director of PVC and PFI since 1993.  Ms. Lukavsky founded Barbican Enterprises, Inc. and since 1994 has served as its President and CEO.  Through her experience as a director
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of the Principal Funds and employment experience, Ms. Lukavsky is experienced with financial, regulatory, marketing and investment matters.

Daniel Pavelich.  Mr. Pavelich has served as a Director of PVC and PFI since 2007.  From 1998-2007, Mr. Pavelich served as a Trustee of the WM Group of Funds.  From 1996-1999, he served as Chairman and CEO of BDO and as its Chairman from 1994-1996.  Through his education, experience as a director of mutual funds and his employment experience, Mr. PavelichHymes is experienced with financial, accounting, regulatory, and investment matters.

Interested Directors

Padelford L. Lattimer.Michael J. Beer. Mr. Beer will begin serving as a Director of PFI and PVC in June 2012, following election by shareholders.  Mr. BeerLattimer has served as Executivean Independent Board Member of the Fund Complex since 2020. He currently serves as Managing Partner for TBA Management Consulting LLC. For more than twenty years, Mr. Lattimer served in various capacities at financial services companies, including as a senior managing director for TIAA Cref Asset Management (2004-2010), First Vice President at Mellon Financial Corporation (2002-2004), and in product management roles at Citibank (2000-2002). Through his education, employment experience and experience as a board member, Mr. Lattimer is experienced with financial, regulatory and investment matters.
Karen McMillan. Ms. McMillan has served as an Independent Board Member of PFIthe Fund Complex since 2014. Ms. McMillan is the founder and PVCowner of Tyche Consulting LLC. She served as a Managing Director of Patomak Global Partners, LLC from 2014 to 2021. From 2007 to 2014, Ms. McMillan served as general counsel to the Investment Company Institute. Prior to that (from 1999 to 2007), she worked as an attorney in private practice, specializing in the mutual fund industry. From 1991 to 1999, she served in various roles as counsel at the SEC, Division of Investment Management, including as Assistant Chief Counsel. Through her professional education, experience as an attorney, and experience as a board member, Ms. McMillan is experienced in financial, investment, and regulatory matters.
Elizabeth A. Nickels.Ms. Nickels has served as an Independent Board Member of the Fund Complex since 20012015. From 2000 to 2022, Ms. Nickels served as a director of SpartanNash. From 2008 to 2017, she served as a director of the not-for-profit Spectrum Health System; from 2014 to 2016, she served as a director of Charlotte Russe; from 2014 to 2015, she served as a director of Follet Corporation; and from 2013 to 2015, she served as a director of PetSmart. Ms. Nickels was formerly employed by Herman Miller, Inc. in several capacities: from 2012 to 2014, as the Executive Director of the Herman Miller Foundation; from 2007 to 2012, as President of Herman Miller Healthcare; and from 2000 to 2007, as Chief Financial Officer. Through her education, employment experience, and experience as a board member, Ms. Nickels is experienced with financial, accounting, and regulatory matters.
Mary M. VanDeWeghe. Ms. VanDeWeghe has served as an Independent Board Member of the Fund Complex since 2018. She is CEO and President of Forte Consulting, Inc., and was previously employed as a Finance Professor at Georgetown University from 2009 to 2016, Senior Vice President (since 2002),- Finance at Lockheed Martin Corporation from 2006 to 2009, a Finance Professor at the University of Maryland from 1996 to 2006, and in various positions at J.P. Morgan from 1983 to 1996. Ms. VanDeWeghe currently serves as a director of Helmerich & Payne (2019-present) and previously served as a director of Denbury Resources Inc. from 2019 to 2020, Brown Advisory from 2003 to 2018, B/E Aerospace from 2014 to 2017, WP Carey from 2014 to 2017, and Nalco (and its successor Ecolab) from 2009 to 2014. Through her education, employment experience, and experience as a board member, Ms. VanDeWeghe is experienced with financial, accounting, investment, and regulatory matters.
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Interested Board Members
Kamal Bhatia. Mr. Bhatia serves as the Chief Operating Officer (since 2006)for Principal® Asset Management. He has served as President and Chief Executive Officer of the Fund Complex since 2019. Mr. Bhatia joined Principal® in 2019 and serves as a director of PMC.  Since 2007,numerous Principal® affiliates. From 2011 to 2019 he was a Senior Vice President for Oppenheimer Funds. Mr. BeerBhatia is a CFA® charter holder. Through his education and experience, Mr. Bhatia is experienced with financial, marketing, regulatory, and investment matters.
Patrick G. Halter. Mr. Halter has served as a Board Member of the Fund Complex since 2017. Mr. Halter also serves as President for Principal® Asset Management and as Chief Executive Officer, President and a directorChair of PrincorPGI, and PSSChief Executive Officer, President and Chair of Principal Real Estate Investors. He serves on numerous boards of directors of Principal® affiliates and has served in various other positions since 2007.  Prior to working forjoining Principal Mr. Beer worked for Wells Fargo and Deloitte Touche.® in 1984. Through his education and employment experience, Mr. BeerHalter is experienced with financial, accounting, regulatory, and investment matters.

Kenneth A. McCullum. Ralph C. Eucher.  Mr. EucherMcCullum has served as a Director of PVCExecutive Vice President and PFIChief Risk Officer for Principal® since 1999. Mr. Eucher has2023. Prior to that he served as a director ofSenior Vice President and Chief Risk Officer for Principal Management Corporation® from 2020 to 2023 and Princor Financial Services Corporation since 1999.Vice President and Chief Actuary for Principal® from 2015 to 2020. From 2013 to 2015 Mr. McCullum was an Executive Vice President responsible for business development at Delaware Life Insurance Company. He has beenserved as a Senior Vice President for the life annuity business at Principal Financial Group, Inc. since 2002.Sun Life from 2010 to 2013. Mr. McCullum is a Fellow of the Society of Actuaries, and is a Member of the American Academy of Actuaries. Through his professional trainingeducation and experience, as an attorney and his service as a director of Principal Funds and his employment experience, Mr. EucherMcCullum is experienced with financial, accounting, regulatory, and investment matters.

Nora M. Everett.  Ms. Everett has served as a Director of PVC and PFI since 2008.  From 2004-2008, Ms. Everett was Senior Vice President and Deputy General Counsel at Principal Financial Group, Inc. From 2001-2004, she was Vice President and Counsel at Principal Financial Group. Through her professional training, experience as an attorney, her service as a director of Principal Funds and her employment experience, Ms. Everett is experienced with financial, regulatory and investment matters.

Risk oversight forms part of the Board'sBoard’s general oversight of PVC and is addressed as part of various Board and Committee activities.  As part of its regular oversight of PVC, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Fund management, sub-advisors, PVC's Chief Compliance Officer, the independent registered public accounting firm for PVC, and internal auditors for PMC or its affiliates, as appropriate, regarding risks faced by PVC.  The Board, with the assistance of Fund management and PMC, reviews investment policies and risks in connection with its review of PVC's performance.Complex. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of PVC'sthe Fund Complex's compliance program and reports to the Board regarding compliance matters for PVC and its principal service providers. As part of its regular oversight functions, the Board, directly or through a committee, interacts with and reviews reports from, among others: Fund Complex management, sub-advisors, the Chief Compliance Officer, the independent registered public accounting firm, and internal auditors for PGI or its affiliates, as appropriate. The Board, with the assistance of management and PGI, reviews investment policies and risks in connection with its review of Fund Complex performance. In addition, as part of the Board'sBoard’s periodic review of PVC's advisory, sub-advisory, and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board overseeshas designated PGI as the valuation designee for funds in the Fund Complex, including the PVC Accounts, as permitted by SEC Rule 2a-5, where PGI is responsible for the day-to-day valuation and oversight responsibilities of these funds, subject to the Board’s oversight. PGI has established a PMCValuation Committee to fulfill its oversight responsibilities as the valuation committee comprised of PVC officers and officers of PMC and has approved and periodically reviews valuation policies applicable to valuing PVC's shares.designee.

The Board has established the following committees and the membership of each committee to assist in its oversight functions, including its oversight of the risks PVC faces.


Board Committees

Audit Committee

The Audit Committee's primary purpose of the Committee is to assist the Board in fulfilling certain of its responsibilities. The Audit Committee serves as an independent and objective party to monitor the Fund Complex's accounting policies, valuation policies and procedures, financial reporting, and internal control system,systems, as well as the work of the independent registered public accountants.accounting firm. The Audit Committee assists Board oversight of 1)(1) the integrity of the Fund Complex's financial statements; 2)(2) the Fund Complex's compliance with certain legal and regulatory requirements; 3)(3) the independent registered public accountants'accounting firm's qualifications and independence; and 4)(4) the performance of the Fund Complex's independent registered public accountants.accounting firm; and (5) the valuation process for the Fund Complex. The Audit Committee also providesserves to provide an open avenue of communication among the independent
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registered public accountants, the Manager'saccounting firm, PGI's internal auditors, Fund Complex management, and the Board. The Audit Committee held six meetings duringAs of the last fiscal year.  TheRecord Date, the Audit Committee is composed of Mr. Hirsch,Barnes, Ms. Grieb, Mr. GilbertHymes (Chair), Ms. Nickels, and Mr. Pavelich.
Ms. VanDeWeghe.
A copy of the Audit Committee Charter of the Board is included as Appendix B to this Proxy Statement.
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Executive Committee

The Committee'sExecutive Committee’s primary purpose is to exercise certain powers of the Board when the Board is not in session. When the Board is not in session, the Executive Committee may exercise all powers of the Board in the management of the business of the Fund ComplexComplex's business except the power to 1) authorize dividends or distributions on stock; 2)(1) issue stock, except as permitted by law 3)law; (2) recommend to the stockholdersshareholders any action whichthat requires stockholdershareholder approval; 4)(3) amend the charter or bylaws; or 5)(4) approve any merger or share exchange whichthat does not require stockholdershareholder approval. The Executive Committee held no meetings duringAs of the last fiscal year. TheRecord Date, the Executive Committee is composed of Mr. Grimmett,Damos, Mr. EucherDunbar (Chair), and Ms. Everett.

Mr. Halter.
Nominating and Governance Committee

The Nominating and Governance Committee's primary purpose is to oversee the structure and efficiency of the Board and the committees established by the Board. The Nominating and Governance Committee responsibilities include evaluating Board membership and functions, committee membership and functions, insurance coverage, and legal matters.

The nominating functions of the Nominating and Governance Committee include selecting and nominating allindependent director candidates who are not "interested persons" of the Fund Complex for election to the Board. Generally, the Nominating and Governance Committee requests director nominee suggestions from the committee membersBoard and management.management, but may, and occasionally does, engage a professional recruiting firm to assist it in identifying and evaluating candidates. In addition, the Nominating and Governance Committee will consider Directordirector candidates recommended by shareholders of the Fund Complex. Recommendations
Director recommendations should be submitted in writing to Principal Variable Contracts Funds, Inc. at 650 8th711 High Street, Des Moines, Iowa 50392. When evaluating a person as a potential nominee to serve as an Independent Director, the Nominating and Governance Committee will generally consider, among other factors: age; education;potential term of service; educational background; relevant business and industry experience; geographical factors; whether the person is "independent" and otherwise qualified under applicable laws and regulations to servean "interested person" of the Accounts as a director;defined in the 1940 Act; and whether the person is willing to serve, and willing and able to commit the time necessary for attendance atto attend meetings and the performance ofperform the duties of an independent director. The Committee also meets personally with the nominees and conductsfinal decision regarding a reference check. The final decisionnominee is based on a combination of factors, including the strengths and the experience ana specific individual may bring to the Board. The Nominating and Governance Committee believes the Board generally benefits from diversity of background, experience, and views among its members, and considers this a factorthese factors in evaluating the composition of the Board. The Board does not use regularlyAs of the services of any professional search firms to identify or evaluate or assist in identifying or evaluating potential candidates or nominees.  The Nominating and Governance Committee held five meetings duringRecord Date, the last fiscal year.  The Nominating and Governance Committee is composed of Mr. Damos, Mr. Hirsch, Mr. Hymes, and Ms. Ballantine, Mr. Grimmett and Mr. Kimball.

Nickels (Chair).
A copy of theThe Nominating and Governance Committee Charter of the Board is included as Appendix C to this Proxy Statement.can be found at https://secure02.principal.com/publicvsupply/GetFile?fm=MM13013&ty=VOP&EXT=.VOP

.
Operations Committee

The Committee'sOperations Committee’s primary purpose is to oversee the provision of administrative and distribution services to the Fund Complex, communications with the Fund Complex'sComplex shareholders, and review and oversight of Fund Complex operations. As of the Fund Complex's operations.  The Operations Committee held four meetings duringRecord Date, the last fiscal year.  The Operations Committee is composed of Ms. Blake, Mr. Damos, Ms. Dyer, Mr. Lattimer (Chair), and Ms. Lukavsky.McMillan.
15(c) Committee
The 15(c) Committee's primary purpose is to assist the Board in performing the annual review of the Fund Complex's advisory and sub-advisory agreements pursuant to Section 15(c) of the 1940 Act. The 15(c) Committee's responsibilities include requesting and reviewing related materials. As of the Record Date, the 15(c) Committee is composed of Mr. Hirsch, Mr. Lattimer, Ms. McMillan (Chair), and Ms. VanDeWeghe.

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Board and Committee Meetings
The Board of Directors held the following Board and Board committee meetings during the 2022 fiscal year:
Board/CommitteeFiscal Year ended 12/31/2022
Board of Directors8
Audit Committee10
Executive Committee0
Nominating and Governance Committee5
Operations Committee6
15(c) Committee6
For the 2022 fiscal year, each then-serving Director attended at least 75% of the aggregate number of meetings of the Board and of each Board committee on which the Director served, held during the time the Director was a member of the Board.
None of the Accounts currently have a formal policy regarding Board members’ attendance at shareholders’ meetings. None of the Accounts held, or were required to hold, a shareholders’ meeting at which Board members were elected during its last fiscal year.
Compensation

PVCThe Fund Complex does not pay any remuneration to its Directors who are employed by the Manager or its affiliatesofficers or to its officers whoany Interested Directors. The Board annually considers a proposal to reimburse PGI for certain expenses, including a portion of the Chief Compliance Officer's compensation. If the proposal is adopted, these amounts are furnished to PVC byallocated across all funds in the Manager and its affiliates pursuant to the Management Agreement. Fund Complex based on relative net assets of each portfolio.
Each Independent Director who is not an "interested person" received compensation for service as a member of the Boards of all
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investment companies sponsored by Principal Lifein the Fund Complex based on a schedule that takes into account an annual retainer amount, and the number of meetings attended. These feesattended, and expenses incurred. Director compensation and related expenses are divided amongallocated to each of the portfolios of PVC and PFIFunds based on theirthe net assets of each relative to combined net assets.assets of the Fund Complex.

The following table provides information regarding the compensation received by the Independent Directors from PVC and from the Fund Complex during the fiscal year ended December 31, 2011.  On that date, there were two investment companies with an aggregate total of 97 portfolios in2022.  As stated above, the Fund Complex.  The FundComplex includes PVC, PFI, PETF, and PDSRA.  PVC does not provide retirement benefits to any ofDirector.
DirectorPVC
FY Ended
12/31/22		Fund Complex
FY Ended
12/31/22
Leroy T. Barnes, Jr.$24,589$312,500
Craig Damos$29,969$380,750
Fritz S. Hirsch$26,131$332,000
Victor L. Hymes$26,657$338,750
Padelford L. Lattimer$25,532$324,500
Karen McMillan$26,423$335,750
Elizabeth A. Nickels$26,954$342,500
Mary M. VanDeWeghe$25,475$323,750

Ms. Dyer and Ms. Grieb were both elected to the Directors.

Director PVC  Fund Complex 
Elizabeth Ballantine $15,955  $166,000 
Kristianne Blake $16,506  $171,750 
Craig Damos $15,894  $165,375 
Richard W. Gilbert $16,420  $170,875 
Mark A. Grimmett $17,509  $182,125 
Fritz S. Hirsch $16,651  $173,250 
William C. Kimball $15,523  $161,500 
Barbara A. Lukavsky $15,887  $165,275 
Dan Pavelich $16,123  $167,750 

Board effective January 26, 2023, and therefore did not receive compensation from PVC or the Fund Complex for the fiscal year ended December 31, 2022.
Share Ownership

The following tables set forth the dollar range of the equity securities of each of the Funds,Account, and the aggregate dollar range of the equity securities of all the funds withinin the Fund Complex, which the current Directorsthat were beneficially owned by the Directors and Director nominees as of OctoberDecember 31, 2011.2022.  As of that date, of the three new nominees for Director, only Mr. Beer beneficially owned any such securities.  As of October 31, 2011, each of the Directors listed in the table beneficially owned nodid not own shares of FundsAccounts that do not appear in the table.

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As stated above, the Fund Complex includes the Funds of PVC and the separate series or funds of PFI.  

For the purpose of these tables, beneficial ownership means a direct or indirect pecuniary interest. Only Interested Directors are eligible to participate in an employee benefit program that invests in the Fund Complex. Directors who beneficially owned shares of the Fundsa series of PVC did so through variable life insurance and variable annuity contracts issued by Principal Life.  Only the Directors who are “interested persons” are eligible to participate in an employee benefit program which invests in the funds of PFI.  As stated above, pleasecontracts. Please note that exact dollar amounts of securities held are not listed. Rather, ownership is listed based on the following dollar ranges:

A - $0D - $50,001 up to and including $100,000
B - $1 up to and including $10,000E - $100,001 or more
C - $10,001 up to and including $50,000

Independent Directors (Not Considered to Be “Interested Persons”)

PVC Funds*Account/PortfolioBallantineBlakeBarnesDamosGilbertGrimmettHirschHymesKimballLattimerMcMillanLukavskyNickelsPavelichVanDeWeghe
Bond & Mortgage Securities AccountAll Accounts/PortfoliosAAAAAAAAACAA
Total Fund ComplexEEEECEEE
* Directors own shares of Principal Variable Contracts Funds, Inc. through variable annuity contracts or variable life policies.

Ms. Dyer and Ms. Grieb were both elected to the Board effective January 26, 2023, and therefore did not have ownership in the Accounts or funds in the Fund Complex for the fiscal year ended December 31, 2022.
Directors Considered to be "Interested Persons"
Board Members as of 12/31/2022Board Nominees
FundDunbarHalterBhatiaMcCullum
Diversified International AccountGrowthAEAAAAADAA
Equity Income AccountAAAAAADAA
Government & High Quality Bond AccountAAAAAABAA
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LargeCap Growth Account IAAAAAABAA
LargeCap S&P 500 Index AccountAAAAAABAA
MidCap Blend AccountEAAAAAAEAA
Real Estate Securities AccountAAAAAADAA
SAM Balanced PortfolioBAAAAAAAEA
SmallCap Blend AccountAAAAAABAA
SmallCap Growth Account IIAAAAAACAA
TOTAL FUND COMPLEX**Total Fund ComplexEEEEEEEEEE

* Directors own shares of PVC through variable annuity or life insurance contracts.
**Includes funds of PFI.

Directors Considered to Be “Interested Persons”

PVC Funds *BeerEucherEverett
SAM Strategic Growth PortfolioDAA
TOTAL FUND COMPLEX**EEE

* Directors own shares of PVCPrincipal Variable Contracts Funds, Inc. through variable annuity contracts or variable life insurance contracts.
** Includes funds of PFI.

policies.

Required votevote..  The shareholders of all the FundsAccounts and all share classes will vote together on the election of Directors.  The affirmative vote of the holders of a plurality of the shares voted at the Meeting at which a quorum is present is required for the election of a Director of PVC. If one or more nomineesnominee(s) for Director are not elected, the Board will determine what action, if any, should be taken.

The Board of Directors unanimously recommends that shareholders vote “For” all the nominees.each nominee.

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PROPOSAL 2

APPROVAL OF AMENDED AND RESTATED ARTICLESTHE ABILITY OF INCORPORATIONPGI TO ENTER INTO AND/OR MATERIALLY AMEND AGREEMENTS
WITH ALL SUB-ADVISORS, REGARDLESS OF DEGREE OF AFFILIATION, ON BEHALF OF THE ACCOUNT
WITHOUT OBTAINING SHAREHOLDER APPROVAL

(All Shareholders)
At its December 11-12, 2011 meeting, the Board, includingShareholders of all the Independent Directors, unanimously approved and declared advisable, and the Board recommends that shareholders of PVC approve, proposed Amended and Restated Articles of Incorporation of PVC (the “Amended Articles”).
PVC is organized as a Maryland corporation and is subject to the Maryland General Corporation Law (“MGCL”).  Under the MGCL, PVC was formed and operates pursuant to its charter or Articles of Incorporation (the “Articles”).  The Articles set forth various provisions relating primarily to the governance of PVC and the Funds and the powers of PVC to conduct its business.  PVC was formed in 1997, and the Articles have subsequently been amended or supplemented from time to time.  Under the MGCL, an amendment to a Maryland corporation’s articles of incorporation generally requires shareholder approval,Accounts, except for minor changes such as a change in the name of the corporation or, in the case of a mutual fund such as PVC, an increase or decrease in the number of shares that it is authorized to issue.  Shareholders of PVC most recently approved amendments to the Articles in 2005.  PMC has advised the BoardBlue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and the Board agrees that, in view of recent regulatory and other changes, including changes to the MGCL, the Articles should be amended and updated.U.S. LargeCap Buffer October Accounts)
Background

The Amended Articles are intended principally to afford PVC and the Board the additional flexibility currently permitted under the MGCL, to accommodate possible future changes in the MGCL without requiring, and incurring the delay and expensesSection 15(a) of holding, a meeting of shareholders, and to allow PVC to operate in a more efficient and economical manner.  The Amended Articles would amend and restate the Articles in a number of significant ways, for example, by: (i) providing additional protections to the Directors and officers of PVC, to the maximum extent permitted under the MGCL and the 1940 Act with respectgenerally requires an investment company to limited liability, indemnification and advancement of expenses; (ii) providingobtain shareholder approval before retaining a new sub-advisor or making material changes to an existing sub-advisory agreement. On January 19, 1999, the SEC granted an exemptive order (the “Unaffiliated Order”) to PVC and Principal Management Corporation (“PMC”), the Boardadvisor to the Fund Complex at the time. PMC merged with additional flexibilityand into PGI on May 1, 2017 (subsequent references in this proposal to redeem shares and regulate small accounts through redemptions and/or small account fees; (iii) permitting shareholder actionPGI include where appropriate PMC as its predecessor). PGI is allowed by consent (without a shareholders’ meeting), providing for alternative voting based on asset size rather than number of shares held, and eliminating certain appraisal rights; (iv) allowing the Board to convert shares of one class of shares of a Fund into shares of another classterms of the FundUnaffiliated Order to rely on that order as PMC’s successor. The Unaffiliated Order allows PVC and PGI to enter into and materially amend agreements with unaffiliated sub-advisors without requiring shareholder approval; (v) confirmingapproval. Subsequently, on September 8, 2014, the authoritySEC granted to PVC and PGI an exemptive order that expanded and replaced the Unaffiliated Order by allowing PVC and PGI to enter into and materially amend agreements with wholly owned affiliated sub-advisors (i.e., affiliated sub-advisors that are at least 95% owned, directly or indirectly, by PGI and/or an affiliated person of PGI) (the “Exemptive Order”). However, as a condition to such relief, the shareholders of each PVC Account must approve such Account’s reliance on the expanded relief.
Shareholders of all the PVC Accounts have approved such Account’s reliance on the Exemptive Order. Although not covered by the Exemptive Order, shareholders of all the PVC Accounts have approved PGI’s ability, on behalf of the Board generallyapplicable Account, to setenter into, or change sales chargesmaterially amend, a sub‑advisory agreement with a majority‑owned affiliated sub‑advisor (these shareholder approvals were obtained in anticipation of SEC relief regarding such sub-advisors, which relief was pre-empted by the relief discussed below). In addition, shareholders of the PVC Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and various administrative, recordkeeping, redemptionU.S. LargeCap Buffer October Accounts have approved PGI’s ability, on behalf of those Accounts and other fees;without additional shareholder approval, to enter into, or materially amend, a sub‑advisory agreement with a sub‑advisor, regardless of the degree of affiliation (i.e., the Relief described below).
PVC and (vi) authorizingPGI would like to be able to rely on recent SEC relief (as described in more detail below, (the "Relief"), that would modify the BoardExemptive Order and permit PGI to takeenter into or materially amend a sub‑advisory agreement with an “affiliated person” (as such term is defined in Section 2(a)(3) of the 1940 Act) of PGI or an Account (in addition to unaffiliated persons and wholly owned affiliated sub‑advisors under the Exemptive Order) without first obtaining shareholder approval, provided that the shareholders of the Account had previously authorized PGI to do so and PGI complies with certain conditions. In the absence of the ability to rely on the Relief, in order to enter into, or materially amend, a sub‑advisory agreement with an affiliate (other than as allowed for by the Exemptive Order), an Account must obtain shareholder approval by undertaking the costly and time-consuming effort to conduct a shareholder meeting, including preparing and distributing proxy materials and soliciting votes from shareholders.
Exemptive Relief
On May 29, 2019, the SEC issued to Carillon Tower Advisers, Inc., et al. an exemptive order (the “Carillon Order”) that allows (i) the Carillon Series Trust and its investment adviser, without the approval of fund shareholders, to enter into or amend a sub‑advisory agreement with a sub‑advisor, including any sub‑advisor that is an affiliated person of the investment adviser or a fund (a “Captive Sub‑advisor”), and (ii) the series of Carillon Series Trust to disclose the advisory fees paid to sub‑advisors on an aggregate, rather than individual, basis.1 The Carillon Order contains several conditions, some of which are already included in the Exemptive Order.

On July 9, 2019, the staff of the SEC’s Division of Investment Management issued a no-action letter to the BNY Mellon family of funds and BNY Mellon Investment Adviser, Inc. (the “BNYM No-Action Letter”) stating that the staff would not recommend enforcement action to maintain forif a Fund or share classfund complex and adviser that previously obtained a stable net asset value per share.  The Amended Articles would also make certain technical or conforming changes.
1Investment Company Release Nos. 33464 (May 2, 2019) (notice) and 33494 (order).

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These proposed amendments are briefly described below.

“manager of managers” exemptive order (such as the Exemptive Order granted to the PVC Accounts and PGI) extends its reliance on that existing order to cover Captive Sub‑advisors without seeking an amended exemptive order from the SEC. The specific language of each amendmentstaff’s no-action position is conditioned on compliance with the conditions set forth in the FormCarillon Order, certain of Amended and Restated Articleswhich conditions are discussed below.
As context, a “no-action letter” is requested when the person requesting the letter is uncertain whether a particular act would constitute a violation of Incorporationthe federal securities law (for example, the BNYM entities mentioned above requested the BNYM No-Action Letter). If the SEC staff grants a “no-action letter,” which is included as Appendix Dbased on the particular facts and circumstances involved, it allows the person who requested the letter, along with others dealing with substantially similar facts and circumstances (unless the SEC staff says otherwise in the no-action letter), to this Proxy Statement.  This Formact consistently with any conditions that may be required by the letter with the assurance that the SEC staff will not recommend that the SEC take enforcement action based on that act. When the recipient of the Amended Articlesletter or others act consistently with the letter, that is referred to as acting in “reliance” on the no-action letter. Notwithstanding the Relief, any new sub-advisory agreement or any amendment to an existing sub-advisory agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by any Account will be submitted to that Account’s shareholders for approval.
If reliance on the Relief is approved by Account shareholders, PGI will be permitted to enter into and amend sub-advisory agreements for the PVC Accounts with all affiliated and unaffiliated sub-advisors, including affiliated sub-advisors in which Principal has been markedless than a 95% ownership interest, without shareholder approval. In this event, PGI and the PVC Accounts will be subject to showseveral conditions imposed by the proposed changesSEC to ensure that the interests of the Account’s shareholders are adequately protected. Among these conditions are (i) within ninety (90) days of the hiring of a new sub‑advisor in reliance on the Relief, shareholders of the relevant Account will be furnished with an information statement that contains substantially the same information about the sub‑advisor and the sub‑advisory agreement that they otherwise would have received in a proxy statement; (ii) the prospectus for the subject Account will disclose the existence, substance, and effect of reliance on the Relief; and (iii) PGI has the ultimate responsibility, subject to oversight by the Board, to oversee the Account’s sub‑advisors and recommend their hiring, termination, and replacement.

Board Recommendations

The Board members believe, as illustrated in the section below, that shareholder approval of the Relief is in the best interest of the PVC Accounts and its shareholders in order to afford PGI the flexibility to provide investment advisory services to the PVC Accounts through one or more sub‑advisors, including Captive Sub‑advisors, that have particular expertise in the type of investments in which the Accounts invest, without the time-consuming and costly process of requiring shareholder approval.

As described above, without the ability to utilize the Relief, in order for PGI and the Board to appoint a new Captive Sub‑advisor for an Account or materially modify a sub‑advisory agreement with a Captive Sub‑advisor (other than as noted above), the Board must call and hold a shareholder meeting of the Account, create and distribute proxy materials, and solicit votes from the current Articles.  Shareholders will vote onAccount’s shareholders. This process is time consuming and costly. Without the Amended Articles asdelay inherent in holding shareholder meetings, PGI would be able to act quickly to appoint a whole,new Captive Sub‑advisor if and not separately with respect to each proposed amendment.

Required vote.when the Board and PGI believe that the appointment would benefit the Account. The Board members also took into account that if PGI and the Board appoint a Captive Sub‑advisor, the Account’s shareholders of allwould receive an information statement containing substantially the Funds will vote together onsame information regarding the Proposal.  The voteCaptive Sub‑advisor and the sub‑advisory agreement that the Account would otherwise have been required to approveprovide shareholders in a proxy statement. PGI and the ProposalBoard will continue to be subject to their fiduciary duty to act in the best interest of the Account and its shareholders. The Board members believe that granting PGI and the Board maximum flexibility to select Captive Sub‑advisors, in addition to the flexibility they currently exercise pursuant to the Exemptive Order, without incurring the delay or expense of obtaining further shareholder approval, is in the best interest of shareholders because it will allow the Account to operate more efficiently and cost effectively.

Finally, the Board members believe that they will retain sufficient oversight of the Account’s investment sub‑advisory arrangements to seek to ensure that shareholders’ interests are protected whenever PGI selects a Captive Sub-advisor or materially modifies an investment sub‑advisory agreement with a Captive Sub-advisor, in the same manner as the Board members currently exercise oversight of the Account’s investment sub‑advisory agreements and seek to ensure that shareholders’ interests are protected whenever PGI selects unaffiliated sub-
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advisors. The Board, including a majority of the outstanding shares entitledIndependent Board members, will continue to vote onevaluate and to approve all proposed investment sub‑advisory agreements, as well as any proposed modifications to existing sub‑advisory agreements. In doing so, the Proposal.  If shareholders do not approve the Amended Articles, the current ArticlesBoard members will remain in effect.

The Board of Directors unanimously recommends that shareholders vote “For” the Proposal.

Limited Liability and Indemnification

The current Articles provide that PVC will indemnify its Directors and officersanalyze such factors as they consider to be relevant to the maximum extent permittedapproval of or proposed modifications to an investment sub‑advisory agreement. As with the Account’s investment advisory agreement, the terms of each investment sub‑advisory agreement will include those required by the MGCL and the 1940 Act.  They do not expressly provide for the advancement of expenses to Directors and officers who are parties to proceedings that may give rise to indemnification, nor do they contain any provision limiting the liability of Directors and officers for money damages.
            Under the Amended Articles, PVC would continue to indemnify Directors and officers to the maximum extent permitted by the MGCL and the 1940 Act.  The Amended Articles would also expressly provide, consistent
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with MGCL Section 2-418 and to the same maximum extent, for the advance payment of expenses incurred by a Director or officer in a proceeding.  Under both the current and Amended Articles, the Board is also authorized to provide indemnification for its employees and agents.  The Amended Articles will extend this Board authority to encompass persons who served as directors, officers, employees or agents of a predecessor of PVC, for example, another mutual fund that has been acquired by or merged into PVC.

MGCL Section 2-405-2 permits a Maryland corporation, if its charter so provides, to limit the liability of its directors and officers for money damages under certain circumstances.  Specifically, under such a charter provision, a director or officer is not liable to the corporation or its shareholders for money damages unless the director or officer is: (i) determined to have actually received an improper benefit or profit in money, property or services, in which case the director or officer may be liable for the amount of such benefit or profit, or (ii) is adjudicated in a proceeding to have acted or failed to act with active and deliberate dishonesty and the act was material to the claim giving rise to the proceeding.  The Amended Charter would provide for the limitation of liability of Directors and officers to the maximum extent permitted by applicable law.  Under the MGCL, this limitation of liability would not prohibit equitable remedies, such as an injunction, against a Director or officer.

With respect to the proposed amendments relating to both indemnification and limitation of liability, the Amended Articles would provide that the Amended Articles could not be amended to limit or eliminate the protections afforded by these amendments with respect to acts or omissions that occurred prior to such amendments.

These provisions of the MGCL,1940 Act.


Sub‑Advisor Oversight

PGI serves as the investment manager to the Accounts under the amended and restated management agreement between PVC and the proposed amendments described above, respondPGI dated January 1, 2023 (the “Management Agreement”). The Management Agreement provides that PGI is responsible for the following services, among others, that are relevant to concerns about increased litigation against corporate directorsthis proposal:

a.provide investment research, advice, and officers,supervision;

b.furnish to the willingness of qualified persons to serve as directorsBoard (or a committee thereof) and officersprovide ongoing review, evaluation, and the potential adverse effects that the threat of personal liability may have on decision-making by directors and officers.  In addition, the proposed amendments, by referencing the MGCL and/or applicable law, will accommodate future changes in such laws without the need for further shareholder action.  The Board believes that these proposed amendments will enhance the ability of PVC to attract and retain qualified Directors and officers and are in the best interests of PVC and its shareholders.

Redemptions, Small Accounts and Related Fees

The current Articles permit PVC, upon notice, to redeem all remaining shares of a shareholder’s account the net asset value of which has fallen below a specified minimum amount as the result of a shareholder redemption.  The minimum amount may be determined by the Boardrevision, from time to time but may not exceed $5,000.as conditions require, of a recommended investment program for an Account consistent with the Account’s investment objective and policies;

Pursuantc.where applicable, based upon research, analysis, and due diligence, recommend to MGCL Section 2-310.1(b), which applies only to mutual funds such as PVC, the Amended Articles would provide PVC with broad general authority to redeem shares of any shareholder.  This broad authority would afford PVC and the Board one or more sub‑advisors for an Account; regularly monitor and evaluate each sub‑advisor’s performance; and recommend changes to the maximum flexibilitysub‑advisors where appropriate;

d.report to among other things, establish, and revise from time to time, procedures to regulate small accounts, without, for example, specified notice requirements or a specified maximum small account size that could only be changed with shareholder approval.  Under the Amended Articles, the Board would not only have flexibilityat such times and in such detail as the Board may deem appropriate in order to provide forenable it to determine that the automatic redemptioninvestment policies of small accounts but may also determine to provide foran Account are being observed. In performing the continuation, rather thanfunctions set forth above and supervising the redemption,Account’s sub‑advisors, PGI:

i.performs periodic detailed analysis and reviews of small accounts subject to an account maintenance fee.  Any such small account fee would generally be satisfiedthe performance by the redemptionsub‑advisor of shares having a net asset value equalits obligations to the fee.Account, including without limitation analysis and review of portfolio and other compliance matters and review of the sub-advisor’s investment performance in respect of the Account;

Theii.prepares and presents periodic reports to the Board believes thatregarding the proposed amendment,investment performance of the sub-advisor and other information regarding the flexibility it will provide to regulate small accounts, aresub-advisor, at such times and in such forms as the Board may reasonably request;

iii.reviews and considers any changes in the best interestspersonnel of PVCthe sub‑advisor responsible for performing the sub-advisor’s obligations and its shareholders.  Small accounts are costlymakes appropriate reports to maintain.  Certain Fund expenses are assessed on an account by account basis, meaning that the same fee is assessed for each account, whether the account is large or small.  Because these expenses are paidBoard;

iv.reviews and considers any changes in the aggregate by a Fund,ownership or a particular share class, and indirectly by all the account holderssenior management of the Fundsub-advisor and makes appropriate reports to the Board;

v.performs periodic in-person or share class, they may fall disproportionately on shareholders with larger accounts.  The proposed amendments would provide a means for shareholders who choose to maintain small accounts to bear a fairer proportion of the cost of such accounts.

Shareholder Voting Provisions and Appraisal Rights

The Amended Articles would effect, or potentially effect, shareholder voting provisions and appraisal rights.

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Consent.  The current Articles are silenttelephonic diligence meetings, including with respect to shareholder action by consent.  The MGCL, however, authorizes action by unanimous shareholder consent under certain circumstances.  It also authorizes shareholder action by means of less than unanimous consent  in certain circumstances.  Pursuant to MGCL Section 2-505(b)(2), the Amended Articles would generally permit shareholder action to be taken, without a shareholders’ meeting, by means of less than unanimous consent, that is, by the consent of not less than the minimum number of votes entitled to be cast at a meeting that would be necessary to approve the action.  This proposed amendment would afford PVC additional flexibility to obtain shareholder consent in situations in which a few shareholders have sufficient votes to approve a particular action.  This would allow PVC and the Funds to avoid the delay and expenses of holding a shareholders’ meeting under circumstances when the outcome of a vote is certain.

Voting.  The current Articles provide that shareholders are entitled to one vote for each share held and a fractional vote for fractional shares held, irrespectivecompliance matters, with representatives of the Fund or class of shares.  Under MGCL Section 2-105(b), however, if a corporation’s charter so provides, voting rights of shares of any Fund or share class may be made dependent upon “facts ascertainable outside the charter,” including a determination by the board of directors, and may vary among the holders of such shares.  The Amended Articles would permitsub-advisor;

vi.assists the Board to determine,and PFI in developing and reviewing information with respect to any matter submittedthe initial approval of each sub‑advisory agreement with the sub-advisor and annual consideration of each sub‑advisory agreement thereafter;

vii.prepares recommendations with respect to shareholders, that the number of votes which shareholders are entitled to vote on such matter be calculated on the basiscontinued retention of the net asset value of shares rather than onsub-advisor or the basis of one vote for each share outstanding.  This proposed amendment is intended to address circumstances in which there are large disparities in net asset value per share among the Funds resulting in inequitable voting rights among the shareholdersreplacement of the various Funds in relation tosub-advisor, including at the value of a shareholder’s investment.  For example, under some circumstances it may be viewed as inequitable for a holder of 100 shares of Fund A, having a net asset value per share of $2 (and an aggregate net asset value of $200) to have the same voting rights as a holder of 100 shares of Fund B, having a net asset value per share of $10 (and an aggregate net asset value of $1,000).  In order to implement such alternative voting rights, PVC would have to obtain an order from the SEC providing exemptive relief under the 1940 Act and would be subject to any conditions that might be set forth in the order.  PVC has no present plan to seek such exemptive relief.  If the proposed amendment is approved, however, PVC would be able to rely upon such relief, if sought and obtained, without the need for further shareholder approval of a charter amendment.

Appraisal rights.  Under MGCL Section 3-202, shareholders of a mutual fund such as PVC are not entitled to exercise appraisal rights provided that sharesrequest of the fund are valued at their net asset value in a transaction.  The same sectionBoard;

viii.identifies potential successors to or replacements of the MGCL was recently amended to provide that shareholders of a Maryland corporation will not have appraisal rights if a provision to such effect is included in its charter.  The Amended Articles would include such a charter provision to providesub-advisor or potential additional flexibility to PVC in the unlikely event of a transaction in which shares cannot be valued at their net asset value.  No such transaction is presently anticipated.

Automatic Conversion

The current Articles provide that the shares of a class of shares may be converted into shares of another class upon such termssub-advisors, performs appropriate due diligence, and conditions as may be determined by the Board.  The Amended Articles would strengthen this provision by providing that, subject to the 1940 Actdevelops and applicable laws and regulations and to terms and conditions determined by the Board, shares of any Fund or any class of shares may be automatically converted into shares of any other Fund or class of shares based on the relative net asset values of such Funds or share classes at the time of conversion.  The terms and conditions of such conversion may vary within and among the Funds and share classes to the extent determined by the Board.  Exercise of the authority grantedpresents to the Board under this provision would not require shareholder approval.  This authority would permita recommendation as to any such successor, replacement, or additional sub-advisor, including at the request of the Board;

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ix.performs such other review and reporting functions as the Board promptly to respond to developments and take actions regarding conversions that it believes to be in the best interests of particular share classes without incurring the delay and expenses of seeking shareholder approval.

Fees and Expenses

The Amended Articles would state expressly that the Board has broad general authority to establish or change with respect to shares of PVC any type of sales charge or load, administrative, recordkeeping, service or redemption fee or other fee or expense, which may be the same or different for any Funds or classes of shares of the Funds, in accordanceshall reasonably request consistent with the 1940 ActManagement Agreement and as set forth from time to time in PVC’s registration statement under the 1940 Act.  This provision is intended to acknowledge and make explicit  the authority and maximum flexibility of
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the Board to determine appropriate fees and expenses for the Funds and share classes consistent with 1940 Act.  The current Articles do not expressly state this authority.
Stable Net Asset Value

The current Articles contain no provision authorizing the Board to take action to maintain a stable net asset value per share for a Fund or class of shares.  The Amended Articles would authorize the Board, with respect to any money market or stable value fund or any other fund that seeks to maintain a stable net asset value per share, to redeem pro rata from the shareholders of the fund or a share class of the fund sufficient outstanding shares (or fractional shares) of the fund or share class, or to take such other actions as may be permitted by the 1940 Act, to maintain for such fund or class a stable net asset value per share.  This authority will give the Board the flexibility to respond quickly to changing market or other conditions affecting stable value funds.

Technical and Conforming Changes

The Amended Articles would include conforming changes or revisions to the extent necessary to reflect and accommodate the proposed amendments described above and to make various provisions consistent and consonant with applicable law. For example, the current Articles require that payment for shares surrendered for redemption be made within three business days.  This requirement varies from, andPGI will be revised to conform to, Section 22(e) of the 1940 Act which provides that payment upon the redemption of shares may not be postponed for more than seven days (subject to certain exceptions). In addition, the Amended Articles would provide that actions that the Board may take under the Amended Articles may be taken by the officers of PFI, subject to the Board’s authorization.retain these responsibilities if this proposal is approved.

PROPOSAL 3

APPROVAL OF AMENDMENT OR ELIMINATION OF
CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS

Introduction

PVC has adopted investment policies for each of the Funds.  Investment policies that can only be changed by a vote of shareholders are considered “fundamental.”  The 1940 Act requires that certain policies, including those dealing with the issuance of senior securities, purchasing or selling commodities or real estate, borrowing money and making loans, diversification, industry concentration, and underwriting securities of other issuers be fundamental.  The Board may elect to designate other policies as fundamental.  All of PVC’s fundamental policies are generally referred to as investment restrictions.Required vote.

Shareholders of each Fund are being asked to approve amendments to certain fundamental investment restrictions,Account, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and the elimination of one fundamental investment restriction, to the extent applicable to the Fund.  The amendment to or elimination of each investment restriction is set forth in a separate proposal below (Proposals 3(a) through 3(g)).

PMC has reviewed each of the current investment restrictions and has recommended to the Board that certain restrictions be amended or, in one case, eliminated.  PVC (including its predecessor funds) has adopted fundamental investment restrictions for the respective Funds at various times over a period of many years to reflect legal and regulatory requirements that applied, and business and industry conditions that prevailed, at the time of their adoption.  The primary purpose of the proposed amendments is to conform and standardize the investment restrictions that apply and are expected to apply to the Funds of PVC as well other mutual funds in the Principal Fund Complex.  Standardizing the investment restrictions among the funds of the Fund Complex is expected to facilitate more effective management of the Funds by PMC and the Funds’ sub-advisors, enhance monitoring compliance with applicable restrictions and eliminate conflicts among comparable restrictions resulting from minor variations in their terms.  In addition, to reflect changes over time in industry practices and regulatory requirements,
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the proposed amendments are intended to update those fundamental restrictions that are more restrictive than are required under the federal securities laws or eliminate a fundamental restriction that is not required.  The proposed amendments are also intended to simplify PVC’s fundamental restrictions and to incorporate maximum flexibility that will permit the investment restrictions to accommodate future regulatory changes without the need for further shareholder action.
The proposed amendments are not expected to have any material effect on the manner in which any Fund is managed or on its current principal investment objective.  Certain of the proposed changes could give rise to an increase in the level of investment risk associated with an investment in the Funds.  Such increased investment risk, if any, is discussed below under the relevant proposal.

The Board has concluded that the proposed amendments to the investment restrictions and elimination of one investment restriction are appropriate and will benefit the Funds and their shareholders.  If approved by shareholders of a Fund, each amended investment restriction will become effective as to that Fund when PVC’s prospectus and/or statement of additional information are revised or supplemented to reflect the amendment.

Required vote.  Shareholders of each FundU.S. LargeCap Buffer October Accounts, will vote separately on each proposed amendment that applies to that Fund.this Proposal 2. As to any Fund,Account, approval of each of Proposals 3(a) – 3(g)reliance on the No-Action Letter will require the affirmative vote of a Majority of the Outstanding Voting Securities (as defined above under "Voting Information - Voting Rights") of that Fund.Account. If a proposed amendmentthe required shareholder approval is not approvedobtained by shareholders of a Fund,any Account, such Account will continue to be required to obtain shareholder approval to enter into and/or materially amend agreements with sub-advisors other than as allowed for by the current investment restriction will remain in effect as to that Fund.Exemptive Order.

The Board unanimouslyof Directors recommends that the shareholders of each FundAccount vote “For” eachthe Proposal applicable to the Fund.such Account.

PROPOSAL 3(a)

APPROVAL OF AMENDED FUNDAMENTAL RESTRICTION
RELATING TO SENIOR SECURITIES

(All Funds)

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Under Section 18(f)(1) of the 1940 Act, a fund may not issue “senior securities,” a term that is defined, generally, to refer to obligations that have a priority over shares of the fund with respect to the distribution of its assets or the payment of dividends.  Senior securities include bonds, notes or other debt securities, or similar obligations or instruments that are securities and evidence indebtedness on the part of a fund.  Sections 8(b)(1)(C) and 13(a)(2) of the 1940 Act together require that PVC have a fundamental restriction addressing senior securities for each of the Funds.  SEC staff interpretations permit a fund, under certain conditions designed to limit a fund’s overall indebtedness, to engage in a number of types of transactions that might otherwise be considered to create senior securities.  For example, a fund may be required to segregate liquid assets equal in value to its potential exposure from a leveraged transaction.  Transactions that might be viewed as creating senior securities include short sales, certain options and futures transactions, reverse repurchase agreements and securities transactions that obligate the fund to pay money at a future date (such as when-issued, forward commitment or delayed delivery transactions).

Proposed restriction:  The Board is proposing that the Funds indicated above adopt the following fundamental investment restriction relating to senior securities:

Each Fund may not issue senior securities, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

Current restriction:  Currently, PVC has the following fundamental restriction relating to senior securities:

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“Each Fund may not issue senior securities as defined in the 1940 Act.  Purchasing and selling securities and futures contracts and options thereon and borrowing money in accordance with [PVC’s fundamental restriction on borrowing] do not involve the issuance of a senior security.”

Discussion of proposed amendment.  The proposed amendment would conform each Fund’s restriction to a format that is expected to become standard for the funds in the Principal Fund Complex.  The proposed amendment would permit the Funds to issue senior securities in accordance with the most recent regulatory requirements, or, provided certain conditions are met, to engage in the types of transactions that have been interpreted by the SEC staff as not constituting the issuance of senior securities.  As stated above, these transactions include covered reverse repurchase transactions, short sales, certain options and futures transactions and other strategies.  Issuing senior securities may expose a Fund to counterparty risk, interest rate risk, and the risks of loss associated with borrowing to acquire additional investments, including the risk that the value of acquired investments could fall below the amount borrowed.  By simplifying the restriction relating to senior securities and referring to the limits under applicable law, the proposed amendment would give the Funds the maximum amount of flexibility to make permitted leveraged investments and engage in certain borrowings in a manner that is consistent with the 1940 Act.  The proposed amendment is not expected to have any immediate impact on the day-to-day management of the Funds.

PROPOSAL 3(b)

APPROVAL OF AMENDED FUNDAMENTAL RESTRICTION
RELATING TO COMMODITIES

(All Funds)

Sections 8(b)(1)(F) and 13(a)(2) of the 1940 Act together require that PVC have a fundamental restriction dealing with the purchase or sale of commodities for each of the Funds.  The most common types of commodities are physical commodities.  These include currencies and bulk goods such as oil, cotton, wheat and metals.  Under the federal securities and commodities laws, certain financial instruments such as futures contracts and options thereon, including currency futures, stock index futures or interest rate futures, may, under certain circumstances, also be considered to be commodities.  Mutual funds typically invest in futures contracts and related options on these and other types of commodity contracts for hedging purposes, to implement tax or cash management strategies, or to enhance returns.

Proposed restriction:  The Board is proposing that the Funds indicated above adopt the following fundamental investment restriction relating to commodities:

Each Fund may not purchase or sell commodities, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

Current restriction:  Currently, PVC has the following fundamental restriction relating to commodities:

“Each Fund may not invest in physical commodities or commodity contracts (other than foreign currencies), but it may purchase and sell financial futures contracts, options on such contracts, swaps, and securities backed by physical commodities.”

Discussion of proposed amendment.  The current restriction does not permit the Funds to purchase physical commodities.  Under the proposed amendment, each Fund would be permitted to purchase or sell commodities as permitted by the 1940 Act and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction.  Currently, the 1940 Act does not prohibit investments in physical commodities or contracts related to physical commodities.  As a result, if this Proposal is approved by shareholders of a Fund, the Fund would have the flexibility to invest in physical commodities and contracts related to physical commodities to the extent PMC and/or the Board determine, as circumstances warrant, that such investments could assist the Fund in achieving its investment objective and are consistent with the best interests of the Fund’s shareholders.  If a Fund were to invest in a physical commodity or a contract related to a physical commodity, it would be subject to the additional risks of such an investment.  These may include price volatility, relative illiquidity and market speculation by other investors in such commodity or related contracts.

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The proposed amendment also would permit the Funds to invest in securities, derivatives and other instruments backed by or linked to commodities of all types including physical commodities, other investment companies and other investment vehicles that invest in commodities or commodity linked investments.  Thus, the Funds will have additional flexibility to invest in all types of financial instruments that are considered to be commodities.  In addition, the proposed amendment is intended to reduce administrative burdens by simplifying and making uniform the investment restriction with respect to commodities that applies to all the funds of the Principal Fund Complex.
The proposed amendment is not expected to have any immediate impact on the day-to-day management of the Funds.

PROPOSAL 3(c)

APPROVAL OF AMENDED FUNDAMENTAL RESTRICTION
RELATING TO REAL ESTATE

(All Funds)

Sections 8(b)(1)(F) and 13(a)(2) of the 1940 Act together require PVC to have a fundamental restriction governing the purchase or sale of real estate for each of the Funds.  The 1940 Act does not prohibit an investment company from investing in real estate, either directly or indirectly.

Proposed restriction:  The Board is proposing that the Funds indicated above adopt the following fundamental investment restriction relating to real estate:

Each Fund may not purchase or sell real estate, which term does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, except that each Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund’s ownership of securities.

Current restriction:  Currently, PVC has the following fundamental restriction relating to real estate:

“Each Fund may not invest in real estate, although it may invest in securities that are secured by real estate and securities of issuers that invest or deal in real estate.”

Discussion of proposed amendment.  The current restriction permits the Funds to invest directly in securities issued by companies investing in real estate and interests in real estate as well as in mortgages and mortgage-backed securities.  The proposed amendment would permit the Funds to continue to invest in such securities and would, in addition, permit each Fund to hold and to sell real estate acquired as a result of the Fund’s ownership of securities.  The proposed amendment is intended to reduce administrative burdens by simplifying and making uniform the investment restriction with respect to real estate that applies to all the funds of the Principal Fund Complex.

To the extent that a Fund acquires real estate or direct interests in real estate, such investments may be illiquid and subject to the risks associated with illiquid investments.  Furthermore, direct investments in real estate are subject to the general risks associated with real estate investments, including rapid or dramatic changes in real estate values, changes in property taxes, overbuilding, variations in rental income, changes in interest rates, changes in tax treatment of such investments, and changes in regulatory requirements (e.g., environmental regulations).

The proposed amendment is not expected to have any immediate impact on the day-to-day management of the Funds.

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PROPOSAL 3(d)

APPROVAL OF AMENDED FUNDAMENTAL RESTRICTION
RELATING TO MAKING LOANS

(All Funds)

Sections 8(b)(1)(G) and 13(a)(2) of the 1940 Act together require that PVC have a fundamental restriction relating to the making of loans to other persons for each of the Funds.  In addition to a loan of cash, a loan may include certain transactions and investment-related practices under certain circumstances (e.g., lending portfolio securities, purchasing certain debt instruments and entering into repurchase agreements).

Proposed restriction:  The Board is proposing that the Funds indicated above adopt the following fundamental investment restriction relating to making loans:

Each Fund may not make loans except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

Current restrictions:  Currently, PVC has two forms of fundamental restriction relating to making loans that differ from the proposed restriction.  Each of these forms of restriction is set forth below and is followed by the names of the Funds to which it applies.

(1)  “Each Fund may not make loans, except that the Fund may a) purchase and hold debt obligations in accordance with its investment objectives and policies, b) enter into repurchase agreements, and c) lend its portfolio securities without limitation against collateral (consisting of cash or liquid assets) equal at all times to not less than 100% of the value of the securities lent. This limit does not apply to purchases of debt securities or commercial paper.”
—All Funds except the Diversified Balanced and Diversified Growth Accounts

(2)  “Each Fund may not make loans, except that the Fund may a) purchase and hold debt obligations in accordance with its investment objectives and policies, b) enter into repurchase agreements, c) participate in an interfund lending program with affiliated investment companies to the extent permitted by the 1940 Act or by any exemptions that may be granted by the Securities and Exchange Commission, and d) lend its portfolio securities without limitation against collateral (consisting of cash or liquid assets) equal at all times to not less than 100% of the value of the securities lent. This limit does not apply to purchases of debt securities or commercial paper.”
—Diversified Balanced and Diversified Growth Accounts only

Discussion of proposed amendment.  The proposed amendment would permit each Fund to lend money and other assets to the full extent permitted under the 1940 Act.  Thus, the Funds could continue to engage in the types of transactions presently permitted by the current restrictions such as securities loans and repurchase agreements.  The proposed amendment is intended to provide the Funds with more flexibility in managing liquidity needs, conform the various current restrictions set forth above to a form that is expected to be standard for the funds of the Principal Fund Complex, and permit the investment restriction to accommodate future regulatory changes without the need for further shareholder action.  The proposed amendment is also intended to permit each Fund to participate as a lender in a proposed interfund lending program with affiliated investment companies.  Currently, pursuant to subsection (c) of current restriction (2) above, only the Diversified Balanced and Diversified Growth Accounts may participate in such a program.  Making loans may involve certain risks.  For example, a borrower may not repay a loan, repayment of a loan may be delayed, or collateral for a loan may lose value.

PVC has received an Order from the SEC providing exemptions from certain provisions of the 1940 Act to permit the implementation of the proposed interfund lending program.  Pursuant to the SEC Order, the PVC Funds as well as other funds of the Principal Fund Complex (excluding money market funds) are permitted, subject to their investment restrictions and to compliance with the conditions of the Order, to lend and borrow money for temporary purposes directly to and from each other.  No Fund may participate in interfund lending unless it has fully disclosed in its prospectus and/or statement of additional information all material facts about its intended participation.

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At any particular time, some Funds will have excess cash which they may lend to banks or other entities by entering into repurchase agreements or use to purchase other short-term instruments.  At the same time, other Funds may need to borrow money from banks for temporary purposes to satisfy redemption requests, to cover unanticipated cash shortfalls such as a trade "fail" in which cash payment for a security sold by a Fund has been delayed, or for other temporary purposes.  When the Funds borrow from banks, or pursuant to a joint line of credit which they maintain with their custodian bank, they incur charges and/or commitment fees.  Under the proposed interfund lending program, a borrowing Fund will pay lower interest rates than those that would be payable under short-term loans offered by banks, and a Fund making a short-term cash loan directly to another Fund will earn interest at a rate higher than it otherwise could obtain from investing its cash in repurchase agreements or purchasing shares of a money market fund.  Thus, the proposed interfund credit facility is intended to benefit both borrowing and lending Funds.  The Funds’ current fundamental investment restriction relating to borrowing, which is not proposed to be amended, permits Funds to participate in the interfund lending program as borrowers.  Approval of the proposed amendment under this Proposal is necessary to permit the Funds (other than the Diversified Balanced and Diversified Growth Accounts as described above) to participate as lenders.

The proposed amendment is not expected to have any immediate impact on the day-to-day management of the Funds.

PROPOSAL 3(e)

APPROVAL OF AMENDED FUNDAMENTAL RESTRICTION
RELATING TO DIVERSIFICATION

(All Funds Except Real Estate Securities Account)

Section 5(b)(1) of the 1940 Act sets forth the requirements that must be met for an open-end investment company to be diversified. Section 13(a)(1) of the 1940 Act provides that an investment company may not change its classification from diversified to non-diversified unless authorized by the vote of a majority of its outstanding voting securities.

A diversified fund is limited as to the amount it may invest in any single issuer. Specifically, with respect to 75% of its total assets, a diversified fund currently may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. In addition, with respect to 75% of its total assets, a diversified fund may not hold more than 10% of the outstanding voting securities of any one issuer.  Under the 1940 Act, these restrictions do not apply to U.S. government securities, securities of other investment companies, cash and cash items. 
A  non-diversified fund is generally considered to be subject to greater risk than a diversified fund because a non-diversified fund invests in a smaller number of investments than a diversified fund.

Proposed restriction:  The Board is proposing that the Funds indicated above adopt the following fundamental investment restriction relating to diversification:

Each Fund has elected to be treated as a “diversified” investment company, as that term is used in the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

Current restriction:  Currently, PVC has the following fundamental restriction relating to diversification:

“Each Fund may not invest more than 5% of its total assets in the securities of any one issuer (other than obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities) or purchase more than 10% of the outstanding voting securities of any one issuer, except that this limitation shall apply only with respect to 75% of the total assets of the Fund.”
—All Funds except Diversified Balanced, Diversified Growth, Principal Lifetime and Real Estate Securities Accounts and SAM Portfolios

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Discussion of proposed amendment.  The proposed amendment would modify a Fund’s fundamental restriction regarding its classification as a “diversified” fund under the 1940 Act to rely on the definition of the term “diversified” in the 1940 Act rather than stating specific limitations.  By relying on the definition of the term “diversified,” the proposed amendment will clarify that securities issued by other investment companies are not subject to the fundamental restriction regarding portfolio diversification.   This clarification will permit the Diversified Balanced, Diversified Growth and Principal LifeTime Accounts and the SAM Portfolios, which invest principally in securities of other investment companies and are excepted from the current diversification restriction, to be classified as diversified.

In addition, the proposed amendment is expected to reduce administrative burdens by simplifying and making uniform the fundamental restriction with respect to diversification that applies to all the Funds.

Approval by a Fund of the proposed amended restriction relating to diversification is not expected to increase the risk of an investment in the Fund.

PROPOSAL 3(f)

APPROVAL OF AMENDED FUNDAMENTAL RESTRICTION
RELATING TO CONCENTRATION

(All Funds Except Real Estate Securities Account)

Under the 1940 Act, a fund’s policy regarding concentration of investments in the securities of companies in any particular industry must be fundamental.  The staff of the SEC takes the position that any fund that invests 25% or more of its total assets in a particular industry (excluding the U.S. government, its agencies or instrumentalities) is deemed to be “concentrated” in that industry.

Proposed restriction:  The Board is proposing that the Funds indicated above adopt the following fundamental investment restriction relating to concentration:

Each Fund may not concentrate, as that term is used in the 1940 Act, its investments in a particular industry, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

Current restriction:  Currently, PVC has the following fundamental restriction relating to concentration:

“Each Fund may not concentrate its investments in any particular industry, except that the Fund may invest up to 25% of the value of its total assets in a single industry, provided that, when the Fund has adopted a temporary defensive posture, there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities.
This restriction applies to the LargeCap S&P 500 Index Account except to the extent that the related Index also is so concentrated.”
—All Funds except Real Estate Securities Account.

Discussion of proposed amendment.  The proposed amendment would permit investment in an industry up to the limits permitted under the 1940 Act and related regulatory interpretations.  In addition, the proposed amendment is expected to reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restriction with respect to concentration.  Each Fund currently has, and will continue to have, a fundamental investment restriction that prohibits the Fund from concentrating its investments in any one industry.  As noted, the SEC staff has taken the position that investment of 25% or more of a Fund’s total assets in one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government, its agencies or instrumentalities) constitutes concentration.  The Funds’ proposed fundamental restriction is consistent with this interpretation and will accommodate future regulatory changes without the need for further shareholder action.

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Approval by a Fund of the proposed amended restriction relating to concentration is not expected to increase the risk of an investment in the Fund, except to the extent that future interpretations of the term “concentration” could permit the Fund to invest a greater percentage of its assets in issuers in a particular industry.  To the extent that a Fund takes a larger position in a particular industry, the Fund will be subject to greater industry and sector risks associated with that industry.
PROPOSAL 3(g)

APPROVAL OF ELIMINATION OF FUNDAMENTAL RESTRICTION
RELATING TO SHORT SALES

(All Funds)

A short sale involves the sale by a fund of a security that it does not own and that it borrows from a broker or other institution to complete the sale.   The 1940 Act does not require that funds state a fundamental investment restriction regarding short sales and, under current interpretations of the 1940 Act, a fund is restricted from making short sales unless the sale is “against the box” and the securities sold short are segregated, or the fund’s obligation to deliver the securities sold short is “covered” by segregating cash or liquid securities in an amount equal to the market value of the securities sold short.  A sale is not made “against the box” if a fund sells a security it does not own in anticipation of a decline in market price.  Selling securities short may be viewed in some cases as the issuance of a senior security under circumstances not permitted by Section 18 of the 1940 Act.  Each of the Funds indicated above is currently subject to a fundamental investment restriction that prohibits it from selling securities short except, with respect to certain Funds, under specified, limited circumstances.

Proposal:  The Board is proposing that the Funds indicated above eliminate their respective fundamental investment restrictions relating to making short sales of securities.

Current restriction:  Currently, PVC has the following fundamental restriction relating to short sales.

“Each Fund may not sell securities short (except where the Fund holds or has the right to obtain at no added cost a long position in the securities sold that equals or exceeds the securities sold short).”

Discussion of proposal.  As stated above, a fund is not required to state a fundamental investment restriction relating to short sales of securities.  PMC believes that the current fundamental restrictions of the Funds are unduly restrictive in that there may be circumstances in which PMC or a Fund sub-advisor believes that a short sale is in the best interests of the Fund.  If the fundamental restrictions relating to short sales are eliminated, each Fund will have the maximum flexibility to be able to engage in short sales subject to its other investment restrictions and applicable law.  As stated above, permitted short sales must be covered or  fully collateralized.
The elimination of the current fundamental restrictions relating to short sales by a Fund is not expected to increase materially the risk of an investment in the Fund or to affect its management at this time.  However, to the extent that a Fund determines in the future to engage in short sales of securities, the Fund will become subject to certain risks that could under some circumstances be material.  Short sales expose a fund to the risk that the fund will be required to acquire, convert or exchange securities to replace the borrowed securities at a time when the securities sold short have appreciated in value, thus resulting in a loss to the fund.  Other risks and costs to a fund of engaging in short sales include that the fund may be required to sell securities it would otherwise retain in order to raise cash to replace the borrowed securities, thus foregoing possible gains and/or selling at inopportune times, as well as incurring transaction costs.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP ("(“Ernst & Young"Young”) has been selected as the independent registered public accounting firm for PVC for the fiscal year ending December 31, 20122023 and served as such for the last two fiscal years. The independent registered public accounting firm examinesaudits annual financial statements for PVC and reviews regulatory filings that include those financial statements. Representatives of Ernst & Young are not expected to be
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present at the Meeting, but have been given the opportunity to make a statement if they so desire, and will be available to answer appropriate questions.

The Audit Committee of the Board (the "Audit Committee"“Audit Committee”) has adopted the following policy regarding approval and pre-approval of audit and non-audit services provided by the independent registered public accounting firm (the "independent auditor"“independent auditor”).

* * *

The Principal Funds
Policy on Auditor Independence

The purpose of this policy is to ensure the independence of the Principal Funds' primary independent auditor. This policy is established by the Audit Committee (the "Committee") of the BoardBoards of Directors of Principal Variable Funds, Inc. and Principal Variable Contracts Funds, Inc. and the Board of Trustees of Principal Exchange-Traded Funds and any registered closed-end management investment company that is operated as an interval fund and managed by Principal Global Investors, LLC2(the "Funds"“Funds”) (the “Boards of the Funds”) effective for all engagements of the primary independent auditor.

1.    The primary independent auditor, its subsidiaries and affiliates shall not provide Prohibited Services to the Funds. For the purposes of this policy, Prohibited Services are:

•Services that are subject to audit procedure during a financial statement audit;
·Services that are subject to audit procedure during a financial statement audit;
•Services where the auditor would act on behalf of management;
·Services where the auditor would act on behalf of management;
•Services where the auditor is an advocate to the client's position in an adversarial proceeding;
·Services where the auditor is an advocate to the client's position in an adversarial proceeding;
•Bookkeeping or other services related to the accounting records or financial statements of the Funds, its subsidiaries and affiliates;
·Bookkeeping or other services related to the accounting records or financial statements of the Funds, its subsidiaries and affiliates;
•Financial information systems design and implementation;
·Financial information systems design and implementation;
•Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
·Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
•Actuarial services;
·Actuarial services;
•Internal audit functions or human resources;
·Internal audit functions or human resources;
•Broker or dealer, investment advisor, or investment banking services;
·Broker or dealer, investment advisor, or investment banking services;
•Legal services and expert services unrelated to the audit;
·Legal services and expert services unrelated to the audit;
•Tax planning services related to listed, confidential and aggressive transactions;
·Tax planning services related to listed, confidential and aggressive transactions;
•Personal tax planning services to individuals in a financial reporting oversight role with regard to the Funds (other than members of the Boards of the Funds who are not also officers of the Funds), including the immediate family members of such individuals;
·Personal tax planning services to individuals in a financial reporting oversight role with regard to the Funds including the immediate family members of such individuals;
•Any other service that the Public Company Accounting Oversight Board (PCAOB) determines, by regulation, is impermissible.
·Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

2.    (A) All services the primary independent auditor, its subsidiaries and affiliates provide to the Funds, and (B) Audit services, including audits of annual financial statements, audits of acquired or divested businesses or review of regulatory filings, any independent auditor provides, shall be approved by the Committee in advance in accordance with the following procedure:

Each quarter, Management will present to the Committee for pre-approval, a detailed description of each particular service, excluding tax services, for which pre-approval is sought and a range of fees for such service. The Committee may delegate pre-approval authority to one or more of its members provided such delegated member(s) shall present a report of any services approved to
2The first such interval fund is the Principal Diversified Select Real Asset Fund; Management, subject to Board approval, may create others, each of which would be formed as a separate trust.
26


the full Committee at its next regularly scheduled meeting. The Committee Chairperson shall have pre-approval authority for changes to any range of fees applicable to services the Committee previously approved and for new services and the range of fees for such services that arise between regularly scheduled Committee meetings.


Similarly, the primary independent auditor will present to the Committee for pre-approvalpre- approval a written description of the nature and scope of all tax services not expressly prohibited, including the fee arrangements for such services, and the potential effects of such services on the audit firm’s independence.


In considering whether to pre-approve the primary independent auditor’s provision of non-audit services, the Committee will consider whether the services are compatible with the maintenance of such auditor's
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independence. The Committee will also consider whether the primary independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Funds' business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Funds' ability to manage or control risk or improve audit quality.

3.    The provisions of this policy shall apply to all audit and non-audit services provided directly to the Funds. Additionally, the provisions of this policy shall apply to non-audit services provided to PMCPrincipal Global Investors, LLC (“PGI”) or an affiliate of PMCPGI that provides ongoing services to the Funds if the engagement relates directly to the operations and financial reporting of the Funds.

4.    Not less than annually, the primary independent auditor shall report to the Committee its independence policies, as well asin writing all relationships that may reasonably be thought to bear on independence between the auditor and the Funds or persons in financial reporting oversight roles with respect to any services provided by the auditor, its subsidiaries or affiliates.affiliates as of the date of the communication, pursuant to Rule 3526 of the PCAOB. The primary independent auditor shall discuss with the Committee the potential effects of such relationships on the independence of the auditor. In addition, the primary independent auditor shall affirm, in writing, that, as of the date of the communication, it is independent within the meaning of the federal securities laws and Rule 3520 of the PCAOB.

5.    The Committee shall ensure that the lead and concurring(or coordinating) audit partners, as well as the reviewing audit partner, of the Funds' primary independent auditor are rotated at least every five years and subject upon rotation to a five year "time out" period. All other audit partners of the primary independent auditor, excluding partners who simply consult with others on the audit engagement regarding technical issues, shall rotate after seven years and be subject upon rotation to a two year "time out" period.

6.    Neither the Funds or PMCnor PGI may hire or promote any former partner, principal, shareholder or professional employee ("Former Employee")(Former Employee) of the primary independent auditor into a financial reporting oversight role unless the Former Employee (1) has severed his/her economic interest in the independent audit firm, and (2) was not a member of the audit engagement team for the Funds during the one year period preceding the date that the audit procedures began for the fiscal period in which the Funds or PMCPGI proposes to hire or promote the Former Employee. Neither the Funds nor PMCPGI shall, without prior written consent of the primary independent auditor, hire or promote any Former Employee into a role not prohibited above if the Former Employee had provided any services to the Funds or PMCPGI during the 12 months preceding the date of filing of the Funds' most recent annual report with the SEC. Upon termination of the primary independent auditor, the Funds or PMCPGI shall not, without prior written consent of the former primary independent auditor, hire or promote any Former Employee for a period of up to 12 months from termination.

7.    For persons recently promoted or hired into a financial reporting oversight role (other than members of the Boards of the Funds who are not also officers of the Funds), any personal tax planning services pursuant to an engagement that was in progress before the hiring or promotion and provided by the primary independent auditor must be completed on or before 180 days after the hiring or promotion.

27


8.     The phrase "financial reporting oversight role" means a role in which a person is in a position to exercise influence over the contents of the financial statements or anyone who prepares them, such as a member of the board of directors or similar management or governing body, chief executive officer, president, chief operating officer, chief financial officer, counsel, controller, chief internal auditor, or any equivalent positions.

* * *
The Audit Committee has considered whether the provision of non-audit services that were rendered to PVC’s investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to PVC that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant'saccountant’s independence.

Audit FeesFees..  During the last two fiscal years, Ernst & Young has billed the following amounts for their professional services.

December 31, 2021 — $539,200
December 31, 20102022 — $205,569
December 31, 2011 — $335,700
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$645,236

Audit—Related FeesAudit-Related Fees..  Ernst & Young provided audit-related services to PVC that are not included under "Audit Fees" above.   These services related to the review of filings on Forms N-1A and N-14.

During the last two fiscal years, of the Funds, Ernst & Young has billed the following amounts for theirthose professional services.services (situations in which these services were performed but an Ernst & Young invoice was not received during the fiscal year are reflected below as "$0").

December 31, 20102021 — $20,000$0
December 31, 20112022 — $0

$15,550

Ernst & Young billed no fees that the Audit Committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

Tax FeesFees. . Ernst & Young prepares and reviews the federal income tax returns and federal excise tax returns of PVC. In connection with this review, Ernst & Young prepares and reviews the calculation of PVC's dividend distributions that are included as deductions on the tax returns.

Ernst & Young also provides services to identify passive foreign investment companies. Ernst & Young also provides services to understand and comply with tax laws in certain foreign countries and services to determine the taxability of corporate actions. During the last two fiscal years, Ernst & Young has billed the following amounts for their professional tax services.

December 31, 2021 — $173,379
December 31, 20102022 — $129,600
December 31, 2011 — $115,134

$134,149

Ernst & Young billed no fees that the Audit Committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

All Other FeesFees..  Ernst & Young has not billed PVC for other products or services during the last two fiscal years.

Ernst & Young billed no fees that the Audit Committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

The aggregate non-audit fees Ernst & Young billed to PVC, its investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor), and any entity controlling, controlled by, or under common control with the advisor that provides ongoing services to PVC for each of its last two fiscal years were as follows.

December 31, 20102021 — $223,934$173,379
December 31, 20112022 — $193,107$149,699

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Ernst & Young billed PSS, PFD, and PGI an aggregate of the following amounts for the last two years:
20222021
Principal Shareholder Services$4,725$4,500
Principal Fund Distributor$4,715$4,490
PGI$175,770$106,900
Ernst & Young provided no services during PVC’s last two fiscal years that the Audit Committee was required to approve pursuant to paragraph (c)(7)(i)(C) of Rule 2.01 of Regulation  S-X.
29


OTHER MATTERS

We doPVC does not know of any matters to be presented at the Meeting other than those mentioned in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.

PVC is not required to hold annual meetings of shareholders and, therefore, cannot determine when the next meeting of shareholders will be held. Shareholder proposals to be presented at any future meeting of shareholders of PVC or any FundAccount must be received by usPVC a reasonable time before we commencePVC commences soliciting proxies for that meeting in order for such proposals to be includedconsidered for inclusion in the proxy materials relating to that meeting. PVC has adopted procedures by which shareholders may recommend nominees to the PVC Board. A copy of the procedures can be found in the Nominating and Governance Committee Charter at https://secure02.principal.com/publicvsupply/GetFile?fm=MM13013&ty=VOP&EXT=.VOP.
Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is an Account shareholder of record, unless PFI has received instructions to the contrary. If you need additional copies of this Proxy Statement, or if you do not want the mailing of a Proxy Statement to be combined with those for other members of your household in the future, or if you are receiving multiple copies and would rather receive just one copy for the household, please contact the Shareholder Services Department toll free at 1-800-222-5852 or by writing to PVC at P.O. Box 219971, Kansas City, MO 64121-9971. PVC will promptly deliver, upon request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed.
BY ORDER OF THE BOARD OF DIRECTORS

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January 25, 2012March 6, 2023
Des Moines, Iowa


It is important that proxies be returned promptly.  Therefore, shareholders who do not expect to attend the meeting in personyou are urged to complete, sign, and date, and return the voting instruction cardcard(s) in the enclosed envelope.

envelope or give their proxy by telephone or Internet immediately.
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APPENDIX A

OUTSTANDING SHARES AND SHARE OWNERSHIP

The following table shows, as of the Record Date, the number of shares outstanding and entitled to vote of each class of shares of each Fund.Account.  As indicated, not all FundsAccounts have all classes of shares outstanding.  All the shares of the FundsAccounts are owned of record by Principal Life and other insurance companies.  The ultimate parent entity of Principal Life is PFG.

Account
Share
Class
Outstanding
Shares
 Account Name
Share
Class
Outstanding
Shares
Asset AllocationClass 14,906,511.75  Principal LifeTime 2010Class 14,714,329.57 
BalancedClass 13,694,504.25  Principal LifeTime 2020Class 118,224,602.34 
Bond & Mortgage SecuritiesClass 128,869,417.54  Principal LifeTime 2030Class 17,459,646.95 
Diversified BalancedClass 226,721,704.22  Principal LifeTime 2040Class 12,064,552.64 
Diversified GrowthClass 260,101,319.80  Principal LifeTime 2050Class 11,198,942.86 
Diversified InternationalClass 139,137,679.30  Principal LifeTime Strategic IncomeClass 12,915,287.15 
Diversified InternationalClass 2176,022.25  Real Estate SecuritiesClass 19,848,797.39 
Equity IncomeClass 140,673,350.63  Real Estate SecuritiesClass 220,245.71 
Equity IncomeClass 21,707,256.51  SAM BalancedClass 153,403,979.30 
Government & High Quality BondClass 142,831,179.84  SAM BalancedClass 26,533,429.69 
Government & High Quality BondClass 2117,728.59  SAM Conservative BalancedClass 115,548,584.60 
IncomeClass 122,181,337.41  SAM Conservative BalancedClass 21,332,718.59 
IncomeClass 2421,928.87  SAM Conservative GrowthClass 18,982,950.69 
International Emerging MarketsClass 110,053,900.11  SAM Conservative GrowthClass 25,356,048.75 
LargeCap Blend IIClass 124,046,344.73  SAM Flexible IncomeClass 115,060,192.59 
LargeCap Blend IIClass 2111,791.92  SAM Flexible IncomeClass 21,522,608.12 
LargeCap GrowthClass 112,658,803.57  SAM Strategic GrowthClass 15,193,394.03 
LargeCap GrowthClass 242,240.06  SAM Strategic GrowthClass 24,079,981.67 
LargeCap Growth IClass 110,846,236.80  Short-Term IncomeClass 193,342,914.50 
LargeCap S&P 500 IndexClass 160,422,994.49  Short-Term IncomeClass 2610,740.97 
LargeCap ValueClass 18,327,665.45  SmallCap BlendClass 15,884,427.28 
MidCap BlendClass 113,312,327.55  SmallCap Growth IIClass 14,553,997.23 
MidCap BlendClass 2281,999.49  SmallCap Growth IIClass 2257,556.40 
Money MarketClass 1314,559,609.82  SmallCap Value IClass 17,902,373.70 
Money MarketClass 21,762,149.04  SmallCap Value IClass 27,259.00 
Principal Capital AppreciationClass 16,795,335.15      
Principal Capital AppreciationClass 2260,817.24      

AccountShare
Class		Shares
Outstanding		AccountShare
Class		Shares
Outstanding
Blue Chip3 12,482,353LargeCap S&P 500 Managed Volatility Index1 7,269,845
Bond Market Index1 24,506,920MidCap1 11,890,788
217,487,963
Core Plus Bond1 14,418,446
Principal Capital Appreciation1109,157,966
Diversified Balanced1 184,619,5172135,409,113
2 51,672,169
320,773,791Principal LifeTime Strategic Income18,177,723
Diversified Balanced Managed Volatility212,714,581Principal LifeTime 20101 1,149,301
322,869,267
Principal LifeTime 20201 5,015,642
Diversified Balanced Volatility Control255,833,219
334,061,848Principal LifeTime 20301 2,321,352
Diversified Growth2258,399,565Principal LifeTime 20401 3,070,511
313,104,853
Principal LifeTime 20501 12,713,120
Diversified Growth Managed Volatility210,685,466
319,952,696Principal LifeTime 20601 19,417,667
Diversified Growth Volatility Control210,483,892Real Estate Securities1 4,155,215
38,809,46122,196,029
Diversified Income214,950,392SAM (Strategic Asset Management) Balanced1556,271
33,943,843210,264,556
Diversified International1647,542SAM (Strategic Asset Management)12,853,323
Conservative Balanced28,980,060
Equity Income110,356,870
22,374,169SAM (Strategic Asset Management)13,480,765
314,341Conservative Growth28,475,412
Global Emerging Markets12,370,132SAM (Strategic Asset Management) Flexible11,136,143
Income2651,511
Government & High Quality Bond119,638,174
SAM (Strategic Asset Management) Strategic1867
LargeCap Growth I1 836Growth2915
LargeCap S&P 500 Index1 901Short-Term Income14,425
242,949
SmallCap113,277
21,059,584
A-1


- 35 -
AccountShare
Class		Shares
Outstanding		AccountShare
Class		Shares
Outstanding
U.S. LargeCap Buffer January2 2,483,081U.S. LargeCap Buffer October2 3,199,141
U.S. LargeCap Buffer July2 1,689,344


A-2


As of the Record date, the Directors and officers of PVC together owned beneficially less than 1% of the outstanding shares of any share class of any of the Funds.
 As of the Record date,February 6, 2023, the following persons owned of record, or were known by PVC to own beneficially, 5% or more of the outstanding shares of any class of shares of any of the Funds.Accounts.

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ASSET ALLOCATION, CLASS 153.80 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
ASSET ALLOCATION, CLASS 122.67 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
ASSET ALLOCATION, CLASS 116.88 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
BALANCED, CLASS 167.85 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
BALANCED, CLASS 116.21%PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
BOND & MORTGAGE SECURITIES, CLASS 136.17 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
BOND & MORTGAGE SECURITIES, CLASS 133.75 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
BOND & MORTGAGE SECURITIES, CLASS 16.17 % LIFETIME 2020 ACCOUNT
ATTN MUTUAL FUND ACCOUNTING- H221
711 HIGH ST
DES MOINES IA  50392-0001
BOND & MORTGAGE SECURITIES, CLASS 15.32 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
BLUE CHIP; Class 371.69%738,822PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
BLUE CHIP; Class 38.47%87,298PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
BLUE CHIP; Class 36.84%70,552EQUITABLE LIFE SEPARATE ACCOUNT
U/A DTD 01/10/2022
1290 AVE OF THE AMERICAS
NEW YORK NY 10104-0101
BLUE CHIP; Class 35.24%54,023PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
BOND MARKET INDEX; Class 145.77%116,814,709DIVERSIFIED GROWTH ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
BOND MARKET INDEX; Class 118.20%46,460,893DIVERSIFIED GROWTH VOLATILITY
CONTROL ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
BOND MARKET INDEX; Class 116.03%40,913,695DIVERSIFIED BALANCED ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
BOND MARKET INDEX; Class 17.03%17,963,281DIVERSIFIED INCOME ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
CORE PLUS BOND; Class 120.62%4,117,675PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-3


- 36 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED BALANCED, CLASS 299.64 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED GROWTH, CLASS 299.99 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 128.51 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 116.71 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 112.52 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 18.48 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 16.77 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 15.12 %SAM CONS GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
DIVERSIFIED INTERNATIONAL, CLASS 247.79 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
DIVERSIFIED INTERNATIONAL, CLASS 233.28 %FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
CORE PLUS BOND; Class 117.82%3,559,635PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
CORE PLUS BOND; Class 113.29%2,654,208PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
CORE PLUS BOND; Class 111.46%2,288,755PRINCIPAL LIFE INSURANCE CO CUST
VUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
CORE PLUS BOND; Class 19.89%1,975,235PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
CORE PLUS BOND; Class 15.92%1,182,436PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED MANAGED77.98%9,821,452PRINCIPAL LIFE INSURANCE CO CUST.
VOLATILITY; Class 2FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED MANAGED11.76%1,481,153PRINCIPAL LIFE INSURANCE CO CUST.
VOLATILITY; Class 2FBO PRINCIPAL LIFETIME INCOME SOLUTIONS
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED MANAGED7.77%979,276PRINCIPAL LIFE INSURANCE CO CUST.
VOLATILITY; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED MANAGED100.00%867PRINCIPAL GLOBAL INVESTORS LLC
VOLATILITY; Class 3ATTN SEAN CLINES 801-9A08
801 GRAND AVE
DES MOINES IA 50309-8000
A-4


- 37 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN SEPERATE ACCOUNTS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
DIVERSIFIED INTERNATIONAL, CLASS 218.93 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
EQUITY INCOME, CLASS 135.63 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
EQUITY INCOME, CLASS 125.81 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
EQUITY INCOME, CLASS 110.36 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
EQUITY INCOME, CLASS 17.44 %SAM CONS GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
EQUITY INCOME, CLASS 15.29 %SAM STRATEGIC GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
EQUITY INCOME, CLASS 249.22 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
EQUITY INCOME, CLASS 228.09 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
EQUITY INCOME, CLASS 214.90 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE 14.90 %
MERCER ISLAND WA  98040-2890
GOVT & HIGH QUALITY BOND FUND, CLASS 127.03 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
DIVERSIFIED BALANCED; Class 147.65%1,138,865PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL INDIVIDUAL -
PRINCIPAL FLEXIBLE VARIABLE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED; Class 127.05%646,687PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL INDIVIDUAL - PRINFLEX
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED; Class 15.38%128,639PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL INDIVIDUAL - FLEXIBLE
VARIABLE LIFE INSURANCE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED; Class 294.97%49,318,883PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED; Class 398.30%41,090MIDLAND NATIONAL LIFE
8300 MILLS CIVIC PKWY
WDM IA 50266-3833
DIVERSIFIED BALANCED VOLATILITY100.00%19,577,676PRINCIPAL LIFE INSURANCE CO CUST.
CONTROL; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED BALANCED VOLATILITY100.00%915PRINCIPAL GLOBAL INVESTORS LLC
CONTROL; Class 3ATTN SEAN CLINES 801-9A08
801 GRAND AVE
DES MOINES IA 50309-8000
DIVERSIFIED GROWTH MANAGED83.78%20,637,100PRINCIPAL LIFE INSURANCE CO CUST.
VOLATILITY; Class 2FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED GROWTH MANAGED6.32%1,558,705PRINCIPAL LIFE INSURANCE CO CUST.
VOLATILITY; Class 2FBO PRINCIPAL LIFETIME INCOME SOLUTIONS
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-5


- 38 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
GOVT & HIGH QUALITY BOND FUND, CLASS 124.20 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
GOVT & HIGH QUALITY BOND FUND, CLASS 115.21 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
GOVT & HIGH QUALITY BOND FUND, CLASS 110.09 %SAM FLEXIBLE INCOME PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
GOVT & HIGH QUALITY BOND FUND, CLASS 18.13 %SAM CONS BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
GOVT & HIGH QUALITY BOND FUND, CLASS 298.41 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
INCOME, CLASS 149.16 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
INCOME, CLASS 122.52 %SAM FLEXIBLE INCOME PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
INCOME, CLASS 117.80 %SAM CONS BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
INCOME, CLASS 289.84 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
INCOME, CLASS 25.69 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
INTERNATIONAL EMERGING MARKETS, CLASS 129.98 %PRINCIPAL LIFE INSURANCE CO CUST
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
DIVERSIFIED GROWTH MANAGED6.16%1,517,649PRINCIPAL LIFE INSURANCE CO CUST.
VOLATILITY; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED GROWTH MANAGED100.00%836PRINCIPAL GLOBAL INVESTORS LLC
VOLATILITY; Class 3ATTN SEAN CLINES 801-9A08
801 GRAND AVE
DES MOINES IA 50309-8000
DIVERSIFIED GROWTH; Class 294.94%176,169,410PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED GROWTH; Class 395.69%13,577MIDLAND NATIONAL LIFE
8300 MILLS CIVIC PKWY
WDM IA 50266-3833
DIVERSIFIED GROWTH VOLATILITY100.00%108,558,772PRINCIPAL LIFE INSURANCE CO CUST.
CONTROL; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED GROWTH VOLATILITY100.00%901PRINCIPAL GLOBAL INVESTORS LLC
CONTROL; Class 3ATTN SEAN CLINES 801-9A08
801 GRAND AVE
DES MOINES IA 50309-8000
DIVERSIFIED INCOME; Class 267.87%14,177,706PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INCOME; Class 230.58%6,387,247PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INCOME; Class 3100.00%4,428MIDLAND NATIONAL LIFE
8300 MILLS CIVIC PKWY
WDM IA 50266-3833
DIVERSIFIED INTERNATIONAL; Class 120.40%3,586,496PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
A-6


- 39 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
INTERNATIONAL EMERGING MARKETS, CLASS 125.74 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41 25.74 %
711 HIGH ST
DES MOINES IA  50392-0001
INTERNATIONAL EMERGING MARKETS, CLASS 112.44 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP BLEND II, CLASS 155.93 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP BLEND II, CLASS 130.61 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP BLEND II, CLASS 267.44 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
LARGECAP BLEND II, CLASS 221.08 %FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
ATTN SEPERATE ACCOUNTS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
LARGECAP BLEND II, CLASS 29.30 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
LARGECAP GROWTH, CLASS 126.75 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH, CLASS 117.88 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH, CLASS 17.87 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
DIVERSIFIED INTERNATIONAL; Class 115.01%2,638,930PRINCIPAL LIFE INSURANCE CO CUST
VUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INTERNATIONAL; Class 114.14%2,485,488PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INTERNATIONAL; Class 110.37%1,823,880PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INTERNATIONAL; Class 19.04%1,589,425PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INTERNATIONAL; Class 18.39%1,474,739PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INTERNATIONAL; Class 16.16%1,083,760PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
DIVERSIFIED INTERNATIONAL; Class 15.75%1,011,329PRINCIPAL LIFE INSURANCE CO CUST
VUL II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 115.07%3,459,905TIAA-CREF LIFE SEPARATE ACCOUNT
VA-1 OF TIAA-CREF LIFE INS CO
8500 ANDREW CARNEGIE BLVD
MAIL CODE - E3/N6
CHARLOTTE NC 28262-8500
EQUITY INCOME; Class 114.16%3,251,691PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-7


- 40 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH, CLASS 17.03 %SAM CONS GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH, CLASS 16.38 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH, CLASS 16.30 %SAM STRATEGIC GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH, CLASS 15.41 %AMERICAN GENERAL LIFE INSURANCE CO
VARIABLE PRODUCTS DEPARTMENT
ATTN: DEBORAH KERAI
PO BOX 1591
HOUSTON TX  77251-1591
LARGECAP GROWTH, CLASS 264.24 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
LARGECAP GROWTH, CLASS 226.93 %FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
ATTN SEPERATE ACCOUNTS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
LARGECAP GROWTH, CLASS 25.94 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
LARGECAP GROWTH I, CLASS 137.11 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH I, CLASS 120.55 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH I, CLASS 18.49 %LIFETIME 2020 ACCOUNT
ATTN MUTUAL FUND ACCOUNTING- H221
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
EQUITY INCOME; Class 111.31%2,598,060PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 19.23%2,120,229SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 18.29%1,903,593SAM STRATEGIC GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 17.49%1,719,661SAM CONS GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 15.89%1,353,053PRINCIPAL LIFE INSURANCE CO
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
PRINCIPAL FINANCIAL GROUP
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 15.48%1,260,302PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 239.00%845,660THRIVENT FINANCIAL FOR LUTHERANS
901 MARQUETTE AVE STE 2500
MINNEAPOLIS MN 55402-3211
EQUITY INCOME; Class 219.97%433,048PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
EQUITY INCOME; Class 214.42%312,702FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
EQUITY INCOME; Class 29.71%210,657SUNAMERICA ANNUITY & LIFE ASSURANCE CO
VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
A-8


- 41 -
Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
EQUITY INCOME; Class 27.77%168,508FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
EQUITY INCOME; Class 380.62%10,718MIDLAND NATIONAL LIFE
8300 MILLS CIVIC PKWY
WDM IA 50266-3833
EQUITY INCOME; Class 310.59%1,409EQUITABLE LIFE SEPERATE ACCOUNT A
U/A DTD 01/10/2022
1290 AVE OF THE AMERICAS 16TH FL
NEW YORK NY 10104-0101
EQUITY INCOME; Class 35.33%709EQUITABLE LIFE SEPARATE ACCOUNT A G
U/A DTD 01/10/2022
1290 AVE OF THE AMERICAS 16TH FL
NEW YORK NY 10104-0101
GLOBAL EMERGING MARKETS; Class 122.02%1,106,051PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 116.59%833,525PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 112.76%640,757PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 19.48%476,087PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 16.82%342,493PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-9


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
GLOBAL EMERGING MARKETS; Class 16.08%305,518PRINCIPAL LIFE INSURANCE CO CUST
VUL II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 15.58%280,375PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 15.39%270,827PRINCIPAL LIFE INSURANCE CO CUST
VARIABLE UNIVERSAL LIFE INCOME II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GLOBAL EMERGING MARKETS; Class 15.01%251,992PRINCIPAL NATIONAL LIFE INS CO
FBO VUL INCOME III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST G-012-S41
DES MOINES IA 50392-9992
GOVERNMENT & HIGH21.40%3,213,194PRINCIPAL LIFE INSURANCE CO CUST
QUALITY BOND; Class 1FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GOVERNMENT & HIGH17.37%2,608,295PRINCIPAL LIFE INSURANCE CO CUST.
QUALITY BOND; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
GOVERNMENT & HIGH9.55%1,433,479PRINCIPAL LIFE INSURANCE CO CUST.
QUALITY BOND; Class 1FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
GOVERNMENT & HIGH8.08%1,212,876PRINCIPAL LIFE INSURANCE CO CUST
QUALITY BOND; Class 1EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GOVERNMENT & HIGH6.78%1,018,841SAM BALANCED PORTFOLIO PVC
QUALITY BOND; Class 1ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA 50392-0001
A-10


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
GOVERNMENT & HIGH5.33%800,614PRINCIPAL LIFE INSURANCE CO CUST
QUALITY BOND; Class 1PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
GOVERNMENT & HIGH5.13%770,633SAM FLEXIBLE INCOME PORTFOLIO PVC
QUALITY BOND; Class 1ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP GROWTH I; Class 122.59%3,267,922PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP GROWTH I; Class 120.47%2,962,133PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP GROWTH I; Class 120.30%2,937,121PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP GROWTH I; Class 111.96%1,731,430PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP GROWTH I; Class 15.05%731,295PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 INDEX; Class 154.23%74,200,590DIVERSIFIED GROWTH ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 INDEX; Class 111.98%16,392,846DIVERSIFIED GROWTH VOLATILITY
CONTROL ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
A-11


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
LARGECAP S&P 500 INDEX; Class 110.34%14,148,738DIVERSIFIED BALANCED ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 INDEX; Class 19.22%12,623,469PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 INDEX; Class 286.16%2,049,466PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 INDEX; Class 210.17%242,007PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 MANAGED72.92%9,414,971DIVERSIFIED GROWTH MANAGED
VOLATILITY INDEX; Class 1VOLATILITY ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
LARGECAP S&P 500 MANAGED27.07%3,494,971DIVERSIFIED BALANCED MANAGED
VOLATILITY INDEX; Class 1VOLATILITY ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA 50392-0001
MIDCAP; Class 130.65%3,190,230PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
MIDCAP; Class 114.62%1,522,021PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
MIDCAP; Class 113.40%1,395,413PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-12


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
MIDCAP; Class 242.31%274,901PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
MIDCAP; Class 240.03%260,109FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
MIDCAP; Class 29.91%64,423FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
PRINCIPAL CAPITAL APPRECIATION; Class 137.50%1,484,081PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL CAPITAL APPRECIATION; Class 121.95%868,488PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL CAPITAL APPRECIATION; Class 18.12%321,464SUNAMERICA ANNUITY & LIFE ASSURANCE CO
VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
PRINCIPAL CAPITAL APPRECIATION; Class 16.98%276,330AMERICAN GENERAL LIFE INSURANCE CO
VARIABLE PRODUCTS DEPARTMENT
ATTN: DEBORAH KERAI
PO BOX 1591
HOUSTON TX 77251-1591
PRINCIPAL CAPITAL APPRECIATION; Class 241.89%472,187THRIVENT FINANCIAL FOR LUTHERANS
901 MARQUETTE AVE STE 2500
MINNEAPOLIS MN 55402-3211
PRINCIPAL CAPITAL APPRECIATION; Class 229.80%335,914PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL CAPITAL APPRECIATION; Class 28.78%99,049FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
A-13


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
PRINCIPAL CAPITAL APPRECIATION; Class 26.58%74,160FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
ATTN SEPERATE ACCOUNTS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
PRINCIPAL CAPITAL APPRECIATION; Class 25.31%59,860SUNAMERICA ANNUITY & LIFE ASSURANCE CO
VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
PRINCIPAL LIFETIME 2010; Class 139.38%1,199,042PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2010; Class 126.49%806,652PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2010; Class 121.30%648,710PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2010; Class 15.82%177,292PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2020; Class 132.84%4,196,521PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2020; Class 130.88%3,945,787PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-14


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
PRINCIPAL LIFETIME 2020; Class 115.41%1,969,608PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2020; Class 16.12%782,530PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2030; Class 144.40%8,606,190PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2030; Class 115.61%3,026,447PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2030; Class 114.21%2,755,576PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2030; Class 19.87%1,913,266PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2040; Class 144.96%3,679,976PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2040; Class 115.80%1,293,628PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-15


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
PRINCIPAL LIFETIME 2040; Class 110.29%842,899PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2040; Class 17.75%635,017PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS
VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2040; Class 16.15%503,943PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2050; Class 138.25%1,610,886PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2050; Class 112.92%544,308PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2050; Class 111.29%475,452PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2050; Class 110.55%444,603PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2050; Class 18.49%357,535PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
A-16


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
PRINCIPAL LIFETIME 2060; Class 147.03%534,216PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2060; Class 118.45%209,641PRINCIPAL NATIONAL LIFE INS CO
FBO VUL INCOME III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST G-012-S41
DES MOINES IA 50392-9992
PRINCIPAL LIFETIME 2060; Class 111.65%132,346PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME 2060; Class 110.74%122,049PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME STRATEGIC43.88%1,022,295PRINCIPAL LIFE INSURANCE CO CUST
INCOME; Class 1EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME STRATEGIC21.02%489,818PRINCIPAL LIFE INSURANCE CO CUST.
INCOME; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME STRATEGIC16.38%381,758PRINCIPAL LIFE INSURANCE CO CUST.
INCOME; Class 1FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
PRINCIPAL LIFETIME STRATEGIC5.05%117,854PRINCIPAL NATIONAL LIFE INSURANCE
INCOME; Class 1CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
A-17


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
REAL ESTATE SECURITIES; Class 118.41%1,342,944PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 116.94%1,235,447PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 115.92%1,160,929PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 112.58%917,827PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 16.82%497,501PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 15.27%384,602PRINCIPAL NATIONAL LIFE INS CO
FBO VUL INCOME III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST G-012-S41
DES MOINES IA 50392-9992
REAL ESTATE SECURITIES; Class 276.08%422,000PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 211.26%62,482PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
REAL ESTATE SECURITIES; Class 210.58%58,693PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-18


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SAM BALANCED60.70%20,786,298PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM BALANCED7.79%2,667,957PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM BALANCED5.11%1,749,837PRINCIPAL NATIONAL LIFE INS CO
PORTFOLIO; Class 1FBO VUL INCOME III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST G-012-S41
DES MOINES IA 50392-9992
SAM BALANCED5.05%1,729,341PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1VARIABLE UNIVERSAL LIFE INCOME II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM BALANCED26.64%2,737,481FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 23120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM BALANCED20.67%2,124,267PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM BALANCED15.91%1,635,086FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM BALANCED13.46%1,383,079SUNAMERICA ANNUITY & LIFE ASSURANCE CO
PORTFOLIO; Class 2VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
SAM BALANCED11.18%1,148,715FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
A-19


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SAM CONSERVATIVE BALANCED44.43%5,849,086PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE BALANCED29.38%3,867,830PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE BALANCED5.37%707,935PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE BALANCED37.21%1,065,628PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE BALANCED22.51%644,733FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 23120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM CONSERVATIVE BALANCED12.17%348,596FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM CONSERVATIVE BALANCED8.04%230,366FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM CONSERVATIVE BALANCED7.04%201,829PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE BALANCED5.69%163,116PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-20


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SAM CONSERVATIVE BALANCED5.37%153,838SUNAMERICA ANNUITY & LIFE ASSURANCE CO
PORTFOLIO; Class 2VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
SAM CONSERVATIVE GROWTH27.28%2,923,677PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE GROWTH15.82%1,695,712PRINCIPAL NATIONAL LIFE INS CO
PORTFOLIO; Class 1FBO VUL INCOME III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST G-012-S41
DES MOINES IA 50392-9992
SAM CONSERVATIVE GROWTH11.61%1,245,160PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1VARIABLE UNIVERSAL LIFE INCOME II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE GROWTH11.53%1,236,344PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE GROWTH6.55%702,142AMERICAN GENERAL LIFE INSURANCE CO
PORTFOLIO; Class 1VARIABLE PRODUCTS DEPARTMENT
ATTN: DEBORAH KERAI
PO BOX 1591
HOUSTON TX 77251-1591
SAM CONSERVATIVE GROWTH5.71%612,070SUNAMERICA ANNUITY & LIFE ASSURANCE CO
PORTFOLIO; Class 1VARIABLE SEPARATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
SAM CONSERVATIVE GROWTH5.27%565,037PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE GROWTH36.69%3,275,963FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 23120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
A-21


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SAM CONSERVATIVE GROWTH26.87%2,398,951FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM CONSERVATIVE GROWTH11.32%1,011,293FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM CONSERVATIVE GROWTH10.45%933,232PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM CONSERVATIVE GROWTH6.66%595,269SUNAMERICA ANNUITY & LIFE ASSURANCE CO
PORTFOLIO; Class 2VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
SAM FLEXIBLE INCOME52.30%5,498,839PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM FLEXIBLE INCOME14.36%1,509,866PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM FLEXIBLE INCOME9.77%1,027,410PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM FLEXIBLE INCOME54.11%1,883,998PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM FLEXIBLE INCOME12.79%445,578FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
A-22


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SAM FLEXIBLE INCOME11.01%383,329PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM FLEXIBLE INCOME8.40%292,690SUNAMERICA ANNUITY & LIFE ASSURANCE CO
PORTFOLIO; Class 2VARIABLE SEPERATE ACCOUNT
ATTN LEGAL DEPARTMENT
21650 OXNARD STREET STE 750
WOODLAND HILLS CA 91367-4997
SAM FLEXIBLE INCOME6.42%223,738PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM STRATEGIC GROWTH27.77%2,450,882PRINCIPAL NATIONAL LIFE INS CO
PORTFOLIO; Class 1FBO VUL INCOME III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST G-012-S41
DES MOINES IA 50392-9992
SAM STRATEGIC GROWTH18.11%1,597,914PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 1FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SAM STRATEGIC GROWTH13.16%1,161,817PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1VARIABLE UNIVERSAL LIFE INCOME II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM STRATEGIC GROWTH7.87%694,546PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM STRATEGIC GROWTH7.24%639,047PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 1EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SAM STRATEGIC GROWTH5.10%450,623PRINCIPAL LIFE INSURANCE CO CUST.
PORTFOLIO; Class 1FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-23


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SAM STRATEGIC GROWTH43.50%3,689,602FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 23120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM STRATEGIC GROWTH31.37%2,660,286FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM STRATEGIC GROWTH8.31%705,319FARMERS NEW WORLD LIFE INS CO
PORTFOLIO; Class 2ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SAM STRATEGIC GROWTH7.85%665,691PRINCIPAL LIFE INSURANCE CO CUST
PORTFOLIO; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SHORT-TERM INCOME; Class 136.62%20,330,689PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SHORT-TERM INCOME; Class 127.67%15,361,417PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SHORT-TERM INCOME; Class 19.62%5,341,827PRINCIPAL NATIONAL LIFE INSURANCE
CO CUST FBO
VARIABLE UNIVERSAL LIFE III
ATTN INDIVIDUAL ACCOUNT
711 HIGH ST
DES MOINES IA 50392-0001
SHORT-TERM INCOME; Class 17.21%4,006,560PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SHORT-TERM INCOME; Class 16.14%3,409,087PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
A-24


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
SMALLCAP; Class 124.80%2,962,296PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SMALLCAP; Class 118.05%2,155,989PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SMALLCAP; Class 117.22%2,057,203PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SMALLCAP; Class 17.54%900,675PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL INDIVIDUAL -
EXECUTIVE VARIABLE UNIVERSAL LIFE
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SMALLCAP; Class 16.33%757,093PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA 50392-0001
SMALLCAP; Class 243.00%278,536PRINCIPAL LIFE INSURANCE CO CUST
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
SMALLCAP; Class 226.80%173,626FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SMALLCAP; Class 214.80%95,894FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3120 139TH AVE SW SUITE 300
BELLEVUE WA 98005
SMALLCAP; Class 25.48%35,542PRINCIPAL LIFE INSURANCE CO CUST.
FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-25


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
US LARGECAP BUFFER61.82%1,974,779PRINCIPAL LIFE INSURANCE CO CUST
JANUARY; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER16.61%530,770PRINCIPAL LIFE INSURANCE CO CUST.
JANUARY; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER10.92%348,869PRINCIPAL LIFE INSURANCE CO CUST.
JANUARY; Class 2FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER6.20%198,240PRINCIPAL LIFE INSURANCE CO CUST
JANUARY; Class 2FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER71.09%1,832,190PRINCIPAL LIFE INSURANCE CO CUST
JULY; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER9.41%242,644PRINCIPAL LIFE INSURANCE CO CUST.
JULY; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER8.25%212,771PRINCIPAL LIFE INSURANCE CO CUST.
JULY; Class 2FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER58.90%995,441PRINCIPAL LIFE INSURANCE CO CUST
OCTOBER; Class 2FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
US LARGECAP BUFFER23.51%397,315PRINCIPAL LIFE INSURANCE CO CUST.
OCTOBER; Class 2FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II
ATTN INDIVIDUAL LIFE ACCOUNTING
711 HIGH ST
DES MOINES IA 50392-0001
A-26


Account/ClassPercent
of
Ownership		Numbers of SharesName and Address of Owner
US LARGECAP BUFFER6.04%102,184PRINCIPAL FINANCIAL SERVICES INC
OCTOBER; Class 2PUBLIC SEED ACCOUNT
ATTN GAM INVACCT ACA TEAM G-016-S40
711 HIGH ST
DES MOINES IA 50392-9992


A-27


FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP GROWTH I, CLASS 18.31 %PRINCIPAL LIFE INSURANCE CO CUST
VUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP S&P 500 INDEX, CLASS 156.79 %DIVERSIFIED GROWTH
DIVERSIFIED GROWTH ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP S&P 500 INDEX, CLASS 119.55 %DIVERSIFIED BALANCED
DIVERSIFIED BALANCED ACCOUNT
ATTN MUTUAL FUND ACCOUNTING H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP S&P 500 INDEX, CLASS 18.14 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP S&P 500 INDEX, CLASS 15.17 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP VALUE, CLASS 128.59 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP VALUE, CLASS 111.77 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP VALUE, CLASS 19.05 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP VALUE, CLASS 18.71 %PRINCIPAL LIFE INSURANCE CO CUST
VUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP VALUE, CLASS 17.12 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
- 42 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
LARGECAP VALUE, CLASS 15.25 %SAM CONS GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
MIDCAP BLEND, CLASS 139.92 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MIDCAP BLEND, CLASS 123.87 %PRINCIPAL LIFE INSURANCE CO CUST
NVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MIDCAP BLEND, CLASS 19.26 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MIDCAP BLEND, CLASS 247.71 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
MIDCAP BLEND, CLASS 230.86 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
MIDCAP BLEND, CLASS 212.14 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
MIDCAP BLEND, CLASS 26.35 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
MONEY MARKET, CLASS 138.81 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MONEY MARKET, CLASS 117.54 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
- 43 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MONEY MARKET, CLASS 112.30 %PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MONEY MARKET, CLASS 111.52 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MONEY MARKET, CLASS 15.29 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
MONEY MARKET, CLASS 290.59 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
MONEY MARKET, CLASS 26.30 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
PRINCIPAL CAPITAL APPRECIATION, CLASS 145.39 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL CAPITAL APPRECIATION, CLASS 114.05 %SAM CONS GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL CAPITAL APPRECIATION, CLASS 112.52 %SAM STRATEGIC GROWTH PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL CAPITAL APPRECIATION, CLASS 18.66 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
PRINCIPAL CAPITAL APPRECIATION, CLASS 17.44 %SAM CONS BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
- 44 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL CAPITAL APPRECIATION, CLASS 16.43 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL CAPITAL APPRECIATION, CLASS 241.78 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
PRINCIPAL CAPITAL APPRECIATION, CLASS 219.37 %FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
ATTN SEPERATE ACCOUNTS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
PRINCIPAL CAPITAL APPRECIATION, CLASS 217.27 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
PRINCIPAL CAPITAL APPRECIATION, CLASS 215.23 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE  15.23 %
MERCER ISLAND WA  98040-2890
PRINCIPAL CAPITAL APPRECIATION, CLASS 25.86 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
PRINCIPAL LIFETIME 2010, CLASS 171.30 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2010, CLASS 115.13 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2010, CLASS 15.07 %PRINCIPAL LIFE INSURANCE CO CUST
FREEDOM 2 VARIABLE ANNUNITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2020, CLASS 180.20 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
- 45 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2020, CLASS 18.98 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2030, CLASS 168.62 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2030, CLASS 111.22 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2030, CLASS 16.39 %PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2040, CLASS 144.59 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2040, CLASS 124.96 %PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2040, CLASS 110.55 %PRINCIPAL LIFE INSURANCE CO CUST
EXEC VAR UNIVERSAL LIFE II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2040, CLASS 15.65 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2040, CLASS 15.27 %PRINCIPAL LIFE INSURANCE CO CUST
VUL II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2050, CLASS 139.83 %PRINCIPAL LIFE INSURANCE CO CUST
- 46 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2050, CLASS 125.74 %PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2050, CLASS 19.95 %PRINCIPAL LIFE INSURANCE CO CUST
BVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2050, CLASS 17.83 %PRINCIPAL LIFE INSURANCE CO CUST
VUL II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME 2050, CLASS 17.18 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME STRATEGIC INC, CLASS 169.72 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME STRATEGIC INC, CLASS 111.31 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
PRINCIPAL LIFETIME STRATEGIC INC, CLASS 111.02 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
REAL ESTATE SECURITIES, CLASS 137.37 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
REAL ESTATE SECURITIES, CLASS 114.97 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
- 47 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
REAL ESTATE SECURITIES, CLASS 113.45 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
REAL ESTATE SECURITIES, CLASS 16.10 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
REAL ESTATE SECURITIES, CLASS 15.53 %LIFETIME 2020 ACCOUNT
ATTN MUTUAL FUND ACCOUNTING- H221
711 HIGH ST
DES MOINES IA  50392-0001
REAL ESTATE SECURITIES, CLASS 292.95 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
REAL ESTATE SECURITIES, CLASS 27.05 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M BALANCED PORTFOLIO, CLASS 179.36 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M BALANCED PORTFOLIO, CLASS 17.70%AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M BALANCED PORTFOLIO, CLASS 246.11 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M BALANCED PORTFOLIO, CLASS 232.11 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M BALANCED PORTFOLIO, CLASS 28.84 %FIRST SUNAMERICA LIFE INS CO
FS VARIABLE SEPARATE ACCT
- 48 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN VARIABLE ANNUITY ACCOUNTING
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M BALANCED PORTFOLIO, CLASS 28.65 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE 8.65 %
MERCER ISLAND WA  98040-2890
S A M CONSERVATIVE BALANCED PORT, CLASS 174.13%PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M CONSERVATIVE BALANCED PORT, CLASS 111.52 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M CONSERVATIVE BALANCED PORT, CLASS 244.82 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M CONSERVATIVE BALANCED PORT, CLASS 242.03 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M CONSERVATIVE BALANCED PORT, CLASS 25.68 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M CONSERVATIVE GROWTH PORT, CLASS 132.75 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M CONSERVATIVE GROWTH PORT, CLASS 118.45%AMERICAN GENERAL LIFE INSURANCE CO
VARIABLE PRODUCTS DEPARTMENT
ATTN: DEBORAH KERAI
PO BOX 1591
HOUSTON TX  77251-1591
S A M CONSERVATIVE GROWTH PORT, CLASS 118.04 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M CONSERVATIVE GROWTH PORT, CLASS 110.00 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
- 49 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M CONSERVATIVE GROWTH PORT, CLASS 17.78%PRINCIPAL LIFE INSURANCE CO CUST
VARIABLE UNIVERSAL LIFE INCOME II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M CONSERVATIVE GROWTH PORT, CLASS 231.23 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M CONSERVATIVE GROWTH PORT, CLASS 230.54 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M CONSERVATIVE GROWTH PORT, CLASS 228.34 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M CONSERVATIVE GROWTH PORT, CLASS 25.13 %FARMERS NEW WORLD LIFE INS CO
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M FLEXIBLE INCOME PORT, CLASS 167.77 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M FLEXIBLE INCOME PORT, CLASS 117.45 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M FLEXIBLE INCOME PORT, CLASS 15.91 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M FLEXIBLE INCOME PORT, CLASS 252.28 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M FLEXIBLE INCOME PORT, CLASS 239.20 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
- 50 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M STRATEGIC GROWTH PORT, CLASS 135.11 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M STRATEGIC GROWTH PORT, CLASS 113.10 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M STRATEGIC GROWTH PORT, CLASS 110.55 %AMERICAN GENERAL LIFE INSURANCE CO
VARIABLE PRODUCTS DEPARTMENT
ATTN: DEBORAH KERAI
PO BOX 1591
HOUSTON TX  77251-1591
S A M STRATEGIC GROWTH PORT, CLASS 110.52 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M STRATEGIC GROWTH PORT, CLASS 19.35 %PRINCIPAL LIFE INSURANCE CO CUST
VARIABLE UNIVERSAL LIFE INCOME II
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M STRATEGIC GROWTH PORT, CLASS 16.98 %PRINCIPAL LIFE INSURANCE CO CUST
VUL INCOME
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
S A M STRATEGIC GROWTH PORT, CLASS 242.34 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE42.34 %
MERCER ISLAND WA  98040-2890
S A M STRATEGIC GROWTH PORT, CLASS 227.68 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M STRATEGIC GROWTH PORT, CLASS 217.06 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES17.06 %
PO BOX 54299
LOS ANGELES CA  90054-0299
S A M STRATEGIC GROWTH PORT, CLASS 26.65 %FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
- 51 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN SEPERATE ACCOUNTS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
S A M STRATEGIC GROWTH PORT, CLASS 25.80 %FARMERS NEW WORLD LIFE INS CO
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
SHORT-TERM INCOME, CLASS 154.54 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SHORT-TERM INCOME, CLASS 113.94 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SHORT-TERM INCOME, CLASS 17.06 %SAM BALANCED PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
SHORT-TERM INCOME, CLASS 16.97 %SAM FLEXIBLE INCOME PORTFOLIO PVC
ATTN MUTUAL FUND ACCOUNTING-H221
711 HIGH ST
DES MOINES IA  50392-0001
SHORT-TERM INCOME, CLASS 296.70 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
SMALLCAP BLEND, CLASS 152.94 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP BLEND, CLASS 122.79 %PRINCIPAL LIFE INSURANCE CO CUST
VUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP BLEND, CLASS 111.63 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP BLEND, CLASS 15.74 %PRINCIPAL LIFE INSURANCE CO CUST
FREEDOM VARIABLE ANNUITY
- 52 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP GROWTH II, CLASS 137.48 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41 37.48 %
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP GROWTH II, CLASS 119.21 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP GROWTH II, CLASS 114.26 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP GROWTH II, CLASS 17.83 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP GROWTH II, CLASS 16.17 %AMERICAN GENERAL LIFE INSURANCE CO
VARIABLE PRODUCTS DEPARTMENT
ATTN: DEBORAH KERAI
PO BOX 1591
HOUSTON TX  77251-1591
SMALLCAP GROWTH II, CLASS 245.76 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
SMALLCAP GROWTH II, CLASS 239.09 %FARMERS NEW WORLD LIFE INS CO
ATTN SEGREGATED ASSETS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
SMALLCAP GROWTH II, CLASS 28.60 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299
SMALLCAP GROWTH II, CLASS 25.15 %FARMERS NEW WORLD LIFE INS CO
VARIABLE UNIVERSAL LIFE II AGENT
ATTN SEPERATE ACCOUNTS
3003 77TH AVE SE
MERCER ISLAND WA  98040-2890
SMALLCAP VALUE I, CLASS 144.65 %PRINCIPAL LIFE INSURANCE CO CUST
INVESTMENT PLUS VARIABLE ANNUITY
- 53 -

FUND/SHARE CLASSPERCENTAGE OF OWNERSHIP
NAME/ADDRESS OF SHAREHOLDER
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP VALUE I, CLASS 130.34 %PRINCIPAL LIFE INSURANCE CO CUST
FLEX VARIABLE ANNUITY
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP VALUE I, CLASS 18.10 %PRINCIPAL LIFE INSURANCE CO CUST
PRINFLEX LIFE
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP VALUE I, CLASS 17.08 %PRINCIPAL LIFE INSURANCE CO CUST
EVUL
ATTN IND ACCTNG G-12-S41
711 HIGH ST
DES MOINES IA  50392-0001
SMALLCAP VALUE I, CLASS 2100.00 %AIG SUNAMERICA LIFE ASSURANCE CO
VARIABLE SEPARATE ACCOUNT
WM DIVERSIFIED STATEGIES
PO BOX 54299
LOS ANGELES CA  90054-0299

- 54 -
APPENDIX B

AUDIT COMMITTEE CHARTER
(As Amended March 8, 2011)

PRINCIPAL FUNDS3
Audit Committee Charter (Amended September 13, 2022)
This charter sets forth the purpose, operating guidelines and responsibilities of the Audit Committee (the “Committee”) of the Boards of DirectorsDirectors/Trustees of the Principal Funds (the “Funds”). The Committee reviews the charter at least annually.

Purpose
The primary purpose of the Committee is to assist the Board in fulfilling certain of its responsibilities. The Audit Committee serves as an independent and objective party to monitor the Funds’ accounting policies, valuation policies and procedures4, financial reporting and internal control system,systems, as well as the work of the independent registered public accountants.accounting firm. The Audit Committee assists Board oversight of (1) the integrity of the Funds’ financial statements; (2) the Funds’ compliance with certain legal and regulatory requirements;requirements15; (3) the independent registered public accountants’accounting firm’s qualifications and independence; and (4) the performance of the Funds’ independent registered public accountants.accounting firm; and (5) the valuation process for the Funds. The Audit Committee also serves to provide an open avenue of communication among the independent registered public accountants,accounting firm, the Manager’s internal auditors, Fund management, and the Board.

The Committee’s role is limited to oversight. Fund managementPGI is responsible for preparing the Funds’ financial statements in accordance with generally accepted accounting principles, determining appropriate valuations, and for establishing and maintaining appropriate systems for accounting, financial reporting and internal control over financial reporting. The independent registered public accountants areaccounting firm is responsible for conducting an audit of the Funds’ financial statements in accordance with applicable legal and professional standards, including the standards set by the Public Company Accounting Oversight Board.

Although the Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Funds’ financial statements are complete and accurate and have been prepared in accordance with generally accepted accounting principles. Nothing in this charter shall be construed to reduce the responsibilities or liabilities of the Funds’ service providers, including the independent registered public accountants.accounting firm. The independent registered public accountants areaccounting firm is ultimately accountable to the Funds’ Board and the Committee.

Operating Guidelines
The Board shall appoint the members of the Committee and the Committee’s Chair. Members of the Committee may not be interested persons of the Funds, as defined in the Investment Company Act of 1940, as amended.  In addition, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board or any other board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the Funds or any affiliate of the Funds.
Each member of the Committee shall be financially literate, as such qualification is interpreted by the Funds’ Board in its business judgment.  At least one member of the Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment.  The Board will determine whether any member of the Committee is an “audit committee financial expert” as defined in Item 3 of Form N-CSR.
1 The Board has delegated to other committees oversight of various legal and regulatory requirements.  The Audit Committee’s function is limited to the activities set forth in this charter.
- 55 -
There shall be four regular meetings of the Committee each year. The Committee or its Chair may call additional meetings as each deems appropriate.  The Committee shall meet regularly, in separate executive sessions, with representatives of the Manager’s internal auditors and the Funds’ independent registered public accountants.  The Committee may request to meet in separate executive session with representatives of Fund management. The Committee may also request to meet with internal legal counsel and compliance personnel of the Manager and with personnel of entities that provide significant accounting or administrative services to the Funds to discuss matters relating to the Funds’ accounting and compliance as well as other Fund-related matters.
Except as provided by law, the following provisions shall govern the conduct of Committee meetings:
·
Notice.  Notice shall be given as provided for meetings of the Board of Directors of the Principal Funds.
·
Quorum.  At any Committee meeting a majority of the Committee members then in office shall constitute a quorum.  Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
·
Action by Vote.  When a quorum is present at any meeting, a majority of Committee members may take any action.
·
Action by Writing.  Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if all of the Committee members consent to the action in writing and such written consents are filed with the records of the meetings of the Committee.  Such consent shall be treated for all purposes as a vote taken at a Committee meeting.
·
Presence Through Communications Equipment.  The members of the Committee may participate in a Committee meeting by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.
·
Minutes.  Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner.
Responsibilities
The Responsibilities of the Committee include, but are not limited to, the following:
Overseeing Financial Reporting Process:
·Review with Fund management and the independent registered public accountants,  the organizational structure, reporting relationship, adequacy of resources and qualifications of the senior Fund management personnel responsible for accounting and financial reporting.
·Review any legal or regulatory matters that arise that could have a material impact on the Funds’ financial statements.
·Oversee the operations of the Funds’ Code of Ethics for Principal Executive and Senior Financial Officers and consider changes prior to presentation for Board approval.
·Review annually with management and the independent registered public accountants, policies for valuation of Fund portfolio securities and pricing errors.
·Review within 90 days prior to the filing of the Funds’ annual financial statements a report from the independent registered public accountants on:
- 56 -
·All critical accounting policies and practices to be used;
·All alternative treatments of financial information within generally accepted accounting principles for policies and practices related to material items that have been discussed with Fund management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accountants;
·Other material written communications between the independent registered public accountants and Fund management including, the management representation letter or schedule of unadjusted differences, if any; and
·All non-audit services provided to an entity in the “investment company complex”  as defined in paragraph (f)(14) of Rule 2-01 of Regulation S-X that were not pre-approved by the Audit Committee.
Monitoring System of Internal Controls:
·Review with Fund management and the independent registered public accountants their separate evaluation of the adequacy and effectiveness of the Funds’ system of internal controls, including those of the Funds’ service providers.
·Review with the Manager’s internal auditors any findings or recommendations related to the Funds’ systems for accounting, reporting and internal controls and Fund management’s response.
·Receive and review a report from the Manager’s internal auditors regarding any  complaints on accounting, auditing and internal control matters.
·Review with the Funds’ principal executive officer and/or principal financial officer, in connection with the required certifications on Form N-CSR and Form N-Q, any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees who have a significant role in the Funds’ internal control over financial reporting.
·Review the Manager’s internal audit function, including its audit plans, staffing and explanations for any deviations from plans.
Overseeing the Engagement and Performance of the Funds’ Independent Registered Public Accountants:
·Approve and recommend to the Board the appointment, retention or termination of any independent registered public accounting firm employed by the Funds and approve the fees and other compensation to be paid to such independent registered public accounting firm.
·Meet with the Funds’ independent registered public accountants, including private meetings, as necessary, to: (i) review the arrangements for the annual audit and any other audits or non-audit services; (ii) discuss any matters of concern brought to its attention relating to the Funds’ financial statements, including any proposed adjustments to such statements recommended by the independent registered public accountants, or other results of said audit(s); (iii) consider the independent registered public accountants’ comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto; (iv) review with management and the independent registered public accountants the annual financial statements, including a discussion with the independent registered public accountants of matters required by Statement of Accounting
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Standards (“SAS”) No. 114;2 and (v) review the form of opinion the independent registered public accountants propose to render to the Board.
·
Receive and evaluate on a periodic basis the formal written disclosures and letters from the independent registered public accountants as required by the Public Company Accounting Oversight Board (“PCAOB”) Rule 3526.3
·Set policies relating to the hiring by entities within the Fund complex of employees or former employees of the independent registered public accountants.
·Obtain and review a report by the independent registered public accountants, at least annually, describing any material issues raised by the most recent peer review of the independent registered public accountants or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm.
·Review and pre-approve all services, including all audit and non-audit services, performed by the Funds’ independent registered public accountants for the Funds.
·Review and pre-approve all non-audit services performed by the Funds’ independent registered public accountants for the Manager or any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds; and to develop, to the extent deemed appropriate by the Committee, policies and procedures for pre-approval of the engagement of the Funds’ independent registered public accountants to provide any of these non-audit services.
·Consider the controls applied by the independent registered public accountants in an effort to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion.
·Review annual audit plans of independent registered public accountants for the Funds.
Other Responsibilities
·Report activities to the Boards of Directors on a regular basis.
·Maintain communication with counsel for independent directors.
2 SAS No. 114 (“Communication with Audit Committees”) requires independent auditors to inform the audit committee of certain matters, including among others: (i) methods used to account for significant unusual transactions; (ii) the process used by management in formulating sensitive accounting estimates and the basis of the auditors’ conclusion as to the reasonableness of those estimates; and (iii) disagreements with management over the application of accounting principles.
3 PCAOB Rule 3526 generally requires, among other things, that an auditor: (i) describe to the Committee, in writing, all relationships between the registered public accounting firm or any affiliates of the firm and the audit client or persons in financial reporting oversight roles at the audit client that, as of the date of the communication, may reasonably be thought to bear on independence; (ii) discuss with the Committee the potential effects of the relationships described in (i) on the independence of the registered public accounting firm; (iii) affirm to the Committee, in writing, that, as of the date of the communication, the registered public accounting firm is independent in compliance with PCAOB Rule 3520; and (iv) document the substance of its discussion with the Committee.
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·Investigate any other matter bought to its attention within the scope of its duties, with the authority in its discretion to retain legal, accounting or other experts or consultants to advise the Committee, at the expense of the Funds, if, in the Committee’s judgment, that is appropriate.
·Perform any other acts consistent with this Charter, the Funds’ Charter, By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.
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APPENDIX C

NOMINATING AND GOVERNANCE COMMITTEE CHARTER
(Dated March 8, 2011)

This charter sets forth the purpose, operating guidelines and responsibilities of the Nominating and Governance Committee (the “Committee”) of the Boards of Directors of the Principal Funds (the “Funds”). The Committee reviews the charter at least annually.
Purpose
The Committee’s primary purpose is to oversee the structure and efficiency of the Boards of Directors and the committees the Boards establish
Operating Guidelines
The Board shall appoint the members of the Committee and the Committee’s Chair. Members of the Committee Chair.may not be interested persons of the Funds, as defined in the Investment Company Act of 1940, as amended. The number of Committee members shall satisfy each of the securities exchanges on which the Funds offers shares. In addition, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board or any other board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the Funds or any affiliate of the Funds.

Each member of the Committee shall be financially literate, as such qualification is interpreted by the Funds’ Board in its business judgment. At least one member of the Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment. The Board will determine whether any member of the Committee is an “audit committee financial expert” as defined in Item 3 of Form N-CSR.
3 Includes Principal Funds, Inc., Principal Variable Contracts Funds, Inc., Principal Exchange-Traded Funds, and any registered closed-end investment company operated as an interval fund and managed by Principal Global Investors, LLC.
4Principal Global Investors, LLC (“PGI”) is the Funds’ valuation designee pursuant to SEC Rule 2a-5. Accordingly, this responsibility includes monitoring PGI’s valuation policies and procedures applicable to the Funds.
5The Board has delegated to other committees oversight of various legal and regulatory requirements. The Audit Committee’s function is limited to the activities set forth in this charter.
B-1



There shall be four regular meetings of the Committee each year. In conjunction with these meetings, the Committee shall meet in private executive sessions. The Committee or its Chair may call additional meetings as each deems appropriate. The Committee shall meet periodically, in separate executive sessions, with representatives of Fund Management, the Manager’s internal auditors and the Funds’ independent registered public accounting firm. The Committee may also request to meet with internal legal counsel and compliance personnel of the Manager and with personnel of entities that provide significant accounting or administrative services to the Funds to discuss matters relating to the Funds’ accounting and compliance as well as other Fund-related matters.

Except as provided by law, the following provisions shall govern the conduct of Committee meetings:
•Notice. Notice shall be given as provided for meetings of the Board of Directors/Trustees of the Principal Funds.
•Quorum. At any Committee meeting a majority of the Committee members shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
·
Notice•Action by Vote. When a quorum is present at any meeting, a majority of Committee members may take any action..  Notice shall be given as provided for meetings of the Board of Directors of the Principal Funds.
•Action by Written Consent. Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if all of the Committee members consent to the action in writing or by electronic transmission and such consents are filed with the records of the meetings of the Committee. Such consent shall be treated for all purposes as a vote taken at a Committee meeting.
·
Quorum•Presence Through Communications Equipment. The members of the Committee may participate in a Committee meeting by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting..  At any Committee meeting a majority of the Committee members then in office shall constitute a quorum.  Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
•Minutes. Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner.
·
Action by Vote
.  When a quorum is present at any meeting, a majority of Committee members may take any action.
·
Action by Writing.  Any action required or permitted to be taken at any Committee meeting may be taken without a meeting if all of the Committee members consent to the action in writing and such written consents are filed with the records of the meetings of the Committee.  Such consent shall be treated for all purposes as a vote taken at a Committee meeting.
·
Presence Through Communications Equipment.  The members of the Committee may participate in a Committee meeting by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.
·
Minutes.  Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner.
Responsibilities
The responsibilitiesResponsibilities of the Committee include, but are not limited to, the following:

Overseeing Valuation Process:
Board Membership•Review and Functionsapprove modifications to the Funds’ and their valuation designee’s valuation policies and procedures, as applicable.
•Review activities of the Valuation committee.
·Periodically review the composition of the Board and consider whether additional members are needed
•Review Money Market Fund oversight.
•Review NAV error reports, and errors/omissions reports.
·Identify and evaluate director candidates and recommend individuals for membership on the Board
•Review the fair valuation process.

Overseeing Financial Reporting Process:
•Review with Fund management and the independent registered public accounting firm, the organizational structure, reporting relationship, adequacy of resources and qualifications of the senior Fund management personnel responsible for accounting and financial reporting.
•Review any legal or regulatory matters that arise that could have a material impact on the Funds’ financial statements.
•Oversee the compliance with the Funds’ Code of Ethics for Principal Executive and Senior Financial Officers and consider changes prior to presentation for Board approval.
B-2


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·Nominate the Lead Independent Director of the Board
·Periodically review Independent Director compensation
·Review internal auditor triennial reports of Directors’ expense records
·Formulate a Director retirement policy
·Oversee the Boards’ annual evaluation of its performance and the performance of its committees
·Oversee the development and implementation of orientation for new Directors
·Periodically review the Board’s governance policies and procedures
Committee Membership and Functions•
·Periodically review the board’s committee structure and assignment of functions to each committee
·Identify and recommend individuals for membership and chair positions on all committees
Insurance Coverage
·At least annually, review the Funds’ fidelity bond for appropriateness of type and amount of coverage as well as the premium.  Review the terms of any joint allocation agreement.
·At least annually, review the Funds’ directors and officers and errors and omissions insurance coverage for appropriateness of the type and amount of coverage as well as the premium.  Review the terms of any joint allocation agreement.
Legal and Compliance Matters
·Oversee the legal counsel for the independent directors and such counsel’s independence
·Oversee the operations of the Funds’ Code of Ethics and consider changes to other Codes of Ethics prior to presentation for Board approval
·As needed, review Fund litigation matters
Other Responsibilities
·Report activities to the Boards of Directors on a regular basis.
·Maintain communication with counsel for independent directors.
·Investigate any other matter bought to its attention within the scope of its duties, with the authority in its discretion to retain legal, accounting or other experts or consultants to advise the Committee, at the expense of the Funds, if, in the Committee’s judgment, that is appropriate.
·Perform any other acts consistent with this Charter, the Funds’ Charter, By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.
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APPENDIX D

FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

The FormReview after fiscal year end, prior to the filing of the Amended Articles set forth below has been marked to show changesFunds’ annual financial statements, a report from the current Articles.  The provisionsindependent registered public accounting firm on:
◦All critical accounting policies and practices to be used;
◦All alternative treatments of Article Vfinancial information within generally accepted accounting principles for policies and practices related to material items that listhave been discussed with Fund management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm;
◦Other material written communications between the independent registered public accounting firm and Fund management including any audit problems or difficulties and management’s response, the management representation letter or schedule of unadjusted differences, if any; and
◦All non-audit services provided to an entity in the “investment company complex” as defined in paragraph (f)(14) of Rule 2‑01 of Regulation S‑X that were not pre-approved by the Audit Committee.

Monitoring System of Internal Controls:
•Review with Fund management and the independent registered public accounting firm their separate evaluation of the adequacy and effectiveness of the Funds’ system of internal controls, including those of the Funds’ service providers.
•Review with the Manager’s internal auditors any findings or recommendations related to the Funds’ systems for accounting, valuation, financial reporting and internal controls and Fund management’s response.
•Receive and review a report from the Manager’s internal auditors regarding any complaints on accounting, valuation, auditing and internal control matters.
•Receive and review information from the Principal Financial Group’s Chief Internal Auditor and the Funds’ Chief Compliance Officer regarding any complaints concerning questionable accounting, valuation, internal accounting controls, audit matters, or fund accounting matters made through the Principal Financial Group’s “whistleblower” procedures by employees of the Funds or the investment advisor, sub-advisors, administrators, principal underwriters, or any other provider of accounting related services for the Funds. Principal Financial Group’s whistleblower procedures are intended to empower employees and others to confidentially and anonymously report any unethical employee behavior, and those procedures will be used to facilitate the identification by the Principal Financial Group’s Chief Internal Auditor and the Funds’ Chief Compliance Officer of complaint information for the Audit Committee’s review.
•Review with the Funds’ principal executive officer and/or principal financial officer, in connection with the required certifications on Form N-CSR, any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees who have a significant role in the Funds’ internal control over financial reporting.
•Review the Manager’s internal audit function, including its audit plans, staffing and explanations for any deviations from plans.
•Review PGI’s valuation risk matrix for the Funds at least annually in addition to other reports required by SEC Rule 2a-5.

Overseeing the Engagement and Performance of the Funds’ Independent Registered Public Accounting Firm:
•Following evaluation, approve and recommend to the Board, the appointment, retention or termination of any independent registered public accounting firm employed by the Funds and approve the authorized shares for each share class of each Fund have been omitted.fees and other compensation to be paid to such independent registered public accounting firm.
B-3
AMENDMENT  AND RESTATEMENT OF ARTICLES OF INCORPORATION

OF
PRINCIPAL VARIABLE CONTRACTS •FUNDFUNDS, INC.

ARTICLE I
Incorporator

The undersigned Arthur S. Filean and Ernest H. Gillum, whose post office address is The Principal Financial Group, Des Moines, Iowa 50392, being at least 18 years of age, incorporators, hereby form a corporation under and by virtue ofMeet with the laws of Maryland.

ARTICLE II
Name

The name ofFunds’ independent registered public accounting firm, including private meetings, as necessary, to: (i) review the corporation is Principal Variable Contracts FundFunds, Inc. hereinafter called the "Corporation."

ARTICLE III
Corporate Purposes and Powers

The Corporation is formedarrangements for the following purposes:

(1)      To conductannual audit and carry on the business of an investment company.

(2)      To hold, invest and reinvest its assets in securities and other investments or to hold part or all of its assets in cash.

(3)      To issue and sell shares of its capital stock in such amounts and on such terms and conditions and for such purposes and for such amount or kind of consideration as may now or hereafter be permitted by law.

(4)      To redeem, purchase or acquire in any other manner, hold, disposeaudits or non-audit services; (ii) discuss any matters of resell, transfer, reissue or cancel (all without the vote or consent of the stockholders of the Corporation) shares ofconcern brought to its capital stock, in any manner andattention relating to the extent now or hereafter permitted by law and by these Articles of Incorporation.

(5)      To doFunds’ financial statements, including any and all additional acts andproposed adjustments to exercise any and all additional powers or rights as may be necessary, incidental, appropriate or desirable for the accomplishment of all or any of the foregoing purposes.

To carry out all or any part of the foregoing objects as principal, factor, agent, contractor, or otherwise, either alone or through or in conjunction with any person, firm, association or corporation, and, in carrying on its business and for the purpose of attaining or furnishing any of its objects and purposes, to make and perform any contracts and to do any acts and things, and to exercise any powers suitable, convenient or proper for the accomplishment of any of the objects and purposes herein enumerated or incidental to the powers herein specified, or which at any time may appear conducive to or expedient for the accomplishment of any such objects and purposes.

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To carry out all or any part of the aforesaid objects and purposes, and to conduct its business in all or any of its branches, in any or all states, territories, districts and possessions of the United States of America and in foreign countries; and to maintain offices and agencies in any or all states, territories, districts and possessions of the United States of America and in foreign countries.

The foregoing objects and purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these Articles of Incorporation or of any amendment thereto, and shall each be regarded as independent, and construed as powers as well as objects and purposes.

The Corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations of a similar characterstatements recommended by the Maryland General Corporation Law now or hereafter in force, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights or privileges so granted or conferred.

ARTICLE IV
Principal Office and Resident Agent

The post office address of the principal office of the Corporation in this State is c/o The Corporation Trust Incorporated, 32 SouthCSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.  The name of the resident agent of the Corporation in this State is The Corporation Trust Incorporated CSC-Lawyers Incorporating Service Company, a corporation of this State, and the post office address of the resident agent is 32 South 7 St. Paul Street, Suite 1660, Baltimore, Maryland  21202.
.
ARTICLE V
Capital Stock

Section 1.  Authorized Shares:  The total number of shares of stock which the Corporation shall have authority to issue is eight billion two hundred fifty-five million (8,255,000,000) shares, of the par value of one cent ($.01) each and of the aggregate par value of eighty two million five hundred fifty thousand dollars ($82,550,000) and shall be allocated among the share classes as provided herein. The shares may be issued by the Board of Directors in such separate and distinct series and classes of series as the Board of Directors shall from time to time create and establish.  The Board of Directors shall have full power and authority, in its sole discretion, to establish and designate series and classes of series, and to classify or reclassify any unissued shares in separate series or classes having such preferences, conversionindependent registered public accounting firm, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditionsresults of redemption as shall be fixed and determined from time to time bysaid audit(s); (iii) consider the Board of Directors. In the event of establishment of classes Unless otherwise provided in these Articles of Incorporation or by the Board of Directors when establishing a class, each class of a series shall represent interests in the assets belonging to that series and have identical voting, dividend, liquidation and other rights and the same terms and conditions as any other class of the series, except that expenses allocated to the class of a series may be borne solely by such class as shall be determined by the Board of Directors and may cause differences in rights as described in the following sentence.  The shares of a class may be converted into shares of another class upon such terms and conditions as shall be determined by the Board of Directors, and a class of a series may have exclusive voting rightsindependent registered public accounting firm’s comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto; (iv) review with management and the independent registered public accounting firm the annual financial statements, including a discussion with the independent registered public accounting firm of matters affecting only that class. . Expenses relatedrequired by professional standards and (v) review the form of opinion the independent registered public accounting firm proposes to render to the distribution of,Board.
•Receive and other identified expenses that should properly be allocatedevaluate on a periodic basis the formal written disclosures and letters from the independent registered public accounting firm as required by the Public Company Accounting Oversight Board (“PCAOB”) Rule 3526.6
•Set policies relating to the shareshiring by entities within the Fund complex of employees or former employees of the independent registered public accounting firm.
•Obtain and review a particular series or class may be charged to and borne solely by such series or class, and the bearing of expenses solely by a series or class may be appropriately reflected (in a manner determinedreport by the Board of Directors) and cause differences inindependent registered public accounting firm, at least annually, describing any material issues raised by the net asset value attributable to, and the dividend, redemption and liquidation rightsmost recent PCAOB review of the shares of each seriesindependent registered public accounting firm or class. Subject toby any inquiry or investigation by governmental or professional authorities, within the authority of the Board of Directors to increase and decrease the number of, and to reclassify the shares of any series or class, there are hereby established forty two series of common stock, each comprising the number of shares and having the share class designation designations indicated:
[Omitted: List of Series, Share Classes and Authorized Shares For Each Class]

In addition, the Board of Directors is hereby expressly granted authority to change the designation of any series or class, to increase or decrease the number of authorized shares of any series or class, provided that the
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number of shares of any series or class shall not be decreased by the Board of Directors below the number of shares thereof then outstanding, and to reclassify any unissued shares intopreceding five years, respecting one or more series or classes that may be established and designated from time to time.  Notwithstanding the designations herein of series and classes, the Corporation may refer, in prospectuses and other documents furnished to shareholders, filed with the Securities and Exchange Commission or used for other purposes, to a series of shares as a "class" and to a class of shares of a particular series as a “series”.

(a)             The Corporation may issue shares of stock in fractional denominations to the same extent as its whole shares, and shares in fractional denominations shall be shares of stock having proportionately, to the respective fractions represented thereby, all the rights of whole shares, including without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon liquidation of the Corporation, but excluding the right to receive a stock certificate representing fractional shares.

(b)             The holder of each share of stock of the Corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share, of stock, irrespective of the series or class, then standing in the holder's name on the books of the Corporation.  On any matter submitted to a vote of stockholders, all shares of the Corporation then issued and outstanding and entitled to vote shall be voted in the aggregate and not by series or class except that (1) when otherwise expressly requiredindependent audits carried out by the Maryland General Corporation Law orfirm.
•Review and pre-approve all services, including all audit and non-audit services, performed by the Investment Company Act of 1940, as amended, shares shall be voted by individual series or class, and (2) if the Board of Directors, in its sole discretion, determines that a matter (including an amendment to these Articles of Incorporation) affects the interests of only one or more particular series or class or classes then only the holders of shares of such affected series or class or classes shall be entitled to vote thereon.

(c)             Unless otherwise provided in the resolution of the Board of Directors providingFunds’ independent registered public accounting firm for the establishmentFunds.
•Review and designation of any new series or class or classes, each series and class of stock of the Corporation shall have the following powers, preferences and rights, and qualifications, restrictions, and limitations thereof:

(1)   Assets Belonging to a Class Series.  All consideration receivedpre-approve all non-audit services performed by the CorporationFunds’ independent registered public accounting firm for the issueManager or sale of shares of a particular class series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that class series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books and accounts of the Corporation.  Such consideration, assets, income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, together with any General Items allocated to that class series as provided in the following sentence, are herein referred to as "assets belonging to" that class series.  In the event that there are any assets, income, earnings, profits, proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular class series (collectively "General Items"), such General Items shall be allocatedentity controlling, controlled by or under common control with the supervisionManager that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Board of DirectorsFunds; and to and among any one or more of the classes series established and designated from time to time in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable, and any General Items so allocated to a particular class series shall belong to that class series.  Each such allocation by the Board of Directors shall be conclusive and binding for all purposes.  The foregoing provisions of this Section 5.1(c)(1) shall apply to each classdevelop, to the extent provided by the Board of Directors and consistent with applicable laws and regulations.

(2)   Liabilities Belonging to a Class Series.  The assets belonging to each particular class series shall be charged with the liabilities of the Corporation in respect of that class series and all expenses, costs, charges and reserves attributable to that class series, and any general liabilities, expenses, costs, charges or reserves of the Corporation which are not readily identifiable as belonging to any particular class series shall be allocated and charged by or under the supervision of the Board of Directors to and among any one or more of the classes series established and designated from time to time in such
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manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable.  The liabilities, expenses, costs, charges and reserves allocated and so charged to a class series are herein referred to as "liabilities belonging to" that class series. Expenses related to the shares of a series may be borne solely by that series (as determined by the Board of Directors).  Each allocation of liabilities, expenses, costs, charges and reserves by the Board of Directors shall be conclusive and binding for all purposes. The foregoing provisions of this Section 5.1(c)(2) shall apply to each class to the extent provided by the Board of Directors and consistent with applicable laws and regulations.
(3)   Dividends and Distributions.  The Board of Directors may from time to time declare and pay dividends or distributions, in stock, property or cash, on any or all series of stock or classes of series, the amount of such dividends and property distributions and the payment of them being wholly in the discretion of the Board of Directors.  Dividends may be declared daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board of Directors may determine, after providing for actual and accrued liabilities belonging to that class series.  All dividends or distributions on shares of a particular class series shall be paid only out of surplus or other lawfully available assets determined by the Board of Directors as belonging to such class series.  Dividends and distributions may vary between the classes of a series to reflect differing allocations of the expense of each class of that series to such extent and for such purposes as the Boards Board of Directors may deem appropriate.  The Board of Directors shall have the power, in its sole discretion, to distribute in any fiscal year as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient, in the opinion of the Board of Directors, to enable the Corporation, or where applicable each series of shares or class of a series, to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, or any successor or comparable statute thereto, and regulations promulgated thereunder, and to avoid liability for the Corporation, or each series of shares or class of a series, for Federal income and excise taxes in respect of that or any other year.

(4)   Liquidation.  In the event of the liquidation of the Corporation or of the assets attributable to a particular series or class, the shareholders stockholders of each series or class that has been established and designated and is being liquidated shall be entitled to receive, as a series or class, when and as declared by the Board of Directors, the excess of the assets belonging to that series or class over the liabilities belonging to that series or class.  The holders of shares of any series or class shall not be entitled thereby to any distribution upon liquidation of any other series or class.  The assets so distributable to the shareholder stockholders of any particular series or class shall be distributed among such shareholders stockholders according to their respective rights taking into account the proper allocation of expenses being borne by that series or class.  The liquidation of assets attributable to any particular series or class in which there are shares then outstanding and the termination of the series or the class may be authorized by vote of a majority of the Board of Directors then in office, without action or approval of the shareholders stockholders, to the extent consistent with applicable laws and regulations.  In the event that there are any general assets not belonging to any particular series or class of stock and available for distribution, such distribution shall be made to holders of stock of various series or classes in such proportion as the Board of Directors determines to be fair and equitable, and such determination by the Board of Directors shall be conclusive and binding for all purposes.

(5)   Redemption.  All shares of stock of the Corporation shall have be subject to the redemption rights provided for in Article V, Section 5., repurchase and conversion provisions set forth in Sections 5.6 through 5.11 of this Article V.

(d)             The Corporation's shares of stock are issued and sold, and all persons who shall acquire stock of the Corporation shall do so, subject to the condition and understanding that the provisions of the Corporation's Articles of Incorporation, as from time to time amended, shall be binding upon them.

Section 2. 5.2.  Quorum Requirements and Voting Rights:  Except as otherwise expressly provided by the Maryland General Corporation Law, the presence in person or by proxy of the holders of one-third of the shares of capital stock of the Corporation outstanding and entitled to vote thereat shall constitute a quorum at any meeting of the stockholders, except that where the holders of any series or class are required or permitted to vote as a series or
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class, one-third of the aggregate number of shares of that series or class outstanding and entitled to vote shall constitute a quorum.
Notwithstanding any provision of Maryland General Corporation Law requiring a greater proportion than a majority of the votes of all series or classes or of any series or class of the Corporation's stock entitled to be cast in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of a majority of the aggregate number of votes entitled to be cast thereon subject to the applicable laws and regulations as from time to time in effect or rules or orders of the Securities and Exchange Commission or any successor thereto.  All shares of stock of this Corporation shall have the voting rights provided for in Section 5.1(b) of this Article V, Section 1, paragraph (b).

The Board of Directors from time to time, subject to such procedures as may be adopted by the Board of  Directors, and consistent with applicable laws and regulations, may authorize the holders of shares of any series or class to take action or consent to any action by delivering a consent, in writing or by electronic transmission, of the holders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of the holders of shares of such series or class.

Section 3 5.3.  No Preemptive or Appraisal Rights:  No holder of shares of capital stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of the capital stock of the Corporation which the Corporation may issue or sell (whether consisting of shares of capital stock authorized by these Articles of Incorporation, or shares of capital stock of the Corporation acquired by it after the issue thereof, or other shares) other than any right which the Board of Directors of the Corporation, in its discretion, may determine.

No holderof shares of capital stock of the Corporation shall be entitled to exercise the rights of an objecting  stockholder under Subtitle 2 of Title 3 of the Maryland General Corporation Law or any successor provision.

Section 4 5.4.  Determination of Net Asset Value: The net asset value of each share of each series or class of each series of the Corporation shall be the quotient obtained by dividing the value of the net assets of the Corporation, or if applicable of the series or class (being the value of the assets of the Corporation or of the particular series or class or attributable to the particular series or class less its actual and accrued liabilities exclusive of capital stock and surplus), by the total number of outstanding shares of the Corporation or the series or class, as applicable.  Such determination may be made on a series-by-series basis or made or adjusted on a class-by-class basis, as appropriate, and shall include any expenses allocated to a specific series or class thereof.  The Board of Directors may adopt procedures for determination of net asset value consistent with the requirements of applicable statutes laws and regulations and, so far as accounting matters are concerned, with generally accepted accounting principles.  The procedures may include, without limitation, procedures for valuation of the Corporation's portfolio securities and other assets, for accrual of expenses or creation of reserves and for the determination of the number of shares issued and outstanding at any given time.

Section 5.5.  Stable Net Asset Value:  With respect to any money market, stable value or other series or class that seeks to maintain a stable net asset value per share, and pursuant to procedures established by the Board of Directors, the Corporation shall be entitled, without the payment of monetary compensation but in consideration of the interest of the Corporation and its stockholders in maintaining a stable net asset value per share of such series or class, to redeem pro rata from all holders of record of such series or class at the time of such redemption (in proportion to their respective holdings of such shares) sufficient outstanding shares (or fractional shares) of such series or class, or to take such other measures as are not prohibited by the Investment Company Act of 1940, as shall maintain for such series or class a stable net asset value.

Section 5. 5.6. Redemption and Repurchase of Shares of Capital Stock:  Any shareholder by Stockholders:  Any stockholder may redeem shares of the Corporation for the net asset value of each series or class thereof, less such fees and charges, if any, as may be established by the Board of Directors from time to time, by presentation of an appropriate request, together with the certificates, if any, for such shares, duly endorsed, at the office or agency designated by the Corporation.  Redemptions as aforesaid, or purchases by the Corporation of its own stock, shall be made in the manner and subject to the conditions contained in the bylaws or approved by the Board of Directors.

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                Section 5.7.  Redemption at the Option of the Corporation:  Subject to the provisions of the Investment Company Act of 1940, each share of the Corporation and each share of each series and class shall be redeemable from any stockholder at the option of the Corporation. In that regard, the Board of Directors may from time to time authorize the Corporation to redeem all or any part of the shares of the Corporation or of any series or class upon such terms and conditions as the Board of Directors may determine in its sole discretion. The Corporation's right to redeem shares includes, without limitation, the right to redeem shares when required for the payment of account fees or other fees, charges and expenses as set by the Board of Directors, including without limitation any small account fees permitted by Section 5.9 of this Article V.

Section 6. 5.8.  Purchase of Shares:  The Corporation shall be entitled to purchase all or any part of the shares of the Corporation or of any series or class of its capital stock, to the extent that the Corporation may lawfully effect such purchase under Maryland General Corporation Law, upon such terms and conditions and for such consideration as the Board of Directors shall deem advisable, by agreement with the stockholder at a price not exceeding the net asset value per share computed in accordance with Section 4 of this Article.

Section 5.9.  Redemption of Minimum Amounts:  The Board of Directors may establish, from time to time, one or more minimum investment amounts for stockholder accounts, which may be different for each series or class and within each series or class, and may impose account fees on, and/or require the involuntary redemption of, those accounts the net asset value of which for any reason falls below such established minimum amounts, or may take any other action with respect to minimum investment amounts as may be deemed appropriate by the BoardCommittee, policies and procedures for pre-approval of Directors, in each case upon such terms as shall be establishedthe engagement of the Funds’ independent registered public accounting firm to provide any of these non-audit services.
•Consider the controls applied by the Board of Directors.  Any such account fee may be satisfiedindependent registered public accounting firm in an effort to assure that all items requiring pre-approval by the Corporation by redeemingCommittee are identified and referred to the requisite numberCommittee in a timely fashion.
•Review annual audit plans of sharesthe independent registered public accounting firm for the Funds.


6PCAOB Rule 3526 generally requires, among other things, that an auditor: (i) describe to the Committee, in writing, all relationships between the registered public accounting firm or any such accountaffiliates of the firm and the audit client or persons in financial reporting oversight roles at the audit client that, as of the date of the communication, may reasonably be thought to bear on independence; (ii) discuss with the Committee the potential effects of the relationships described in (i) on the independence of the registered public accounting firm; (iii) affirm to the Committee, in writing, that, as of the date of the communication, the registered public accounting firm is independent in compliance with PCAOB Rule 3520; and (iv) document the substance of its discussion with the Committee.
B-4


Other Responsibilities
•Report activities to the Boards of Directors/Trustees on a regular basis.
•Conduct an annual self-evaluation.
•Maintain communication with counsel for independent directors/trustees.
•Investigate any other matter brought to its attention within the scope of its duties, with the authority in its discretion to retain legal, accounting or other experts or consultants to advise the Committee, at the expense of the Funds, if, in the amount of such fee.Committee’s judgment, that is appropriate.

•Section 5.10.  Conversion of Shares by StockholdersPerform any other acts consistent with this Charter, the Funds’ Charter, By-Laws and bygoverning law, as the Corporation:  Subject to compliance with the Investment Company Act of 1940 and applicable laws and regulations,Committee or the Board of Directorsdeems necessary or appropriate.

Funding
The Committee shall have authority, without stockholder approval, to provide that:

Section 7.  Redemption of Minimum Amounts:

(a)           If after giving effect to a request for redemption by a stockholder, the aggregate net asset value of his remaining shares of any series or class will be less than the Minimum Amount then in effect, the Corporation shall be entitled to require the redemption of the remaining shares of such series or class owned by such stockholder, upon notice given in accordance with Paragraph (3) of this Section, to the extent that the Corporation may lawfully effect such redemption under Maryland General Corporation Law.the holders of any series or class of shares shall have the right to convert or exchange such shares into shares of one or more other series or classes in accordance with such terms and conditionsreceive appropriate funding, as may be established by the Board of Directors; and

(b)           The term "Minimum Amount" when used herein shall mean Three Hundred Dollars ($300) unless otherwise fixed by the Board of Directors from time to time, provided that the Minimum Amount may not in any event exceed Five Thousand Dollars ($5,000).the Corporation may automatically convert some or all of theshares of a particular seriesor class into shares of another series or class, at such times as may be determined by the BoardCommittee, for payment of Directors, based(i) compensation to the independent registered public accounting firm for approved audit or non-audit services for the Funds; (ii) compensation to any legal, accounting or other experts or consultants retained by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.



B-5

PVC_Trad_100154_0423 PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the relative net asset values of such series or class at time of conversion and otherwise in accordance with such terms and conditions as may be established by the Board of Directors and which may vary within and among the series and classes and within and among the holdersreverse side of the series or classes toproxy card. 3. Sign, date and return the extent determined by the Board of Directors.

(c)      If any redemption under Paragraph (1) of this Section is upon notice, the notice shall be in writing personally delivered or depositedproxy card in the mail, at least thirty days prior to such redemption. If mailed,envelope provided. VOTE ONLINE 1. Read the notice shall be addressed to the stockholder at his post office address as shown on the books of the Corporation,proxy statement and sent by certified or registered mail, postage prepaid. The price for shares redeemed by the Corporation pursuant to Paragraph (1) of this Section shall be paid in cash in an amount equal to the net asset value of such shares, computed in accordance with Section 4 of this Article.
Section 8.5.11. Mode of Payment:  Payment by the Corporation for shares of any series or class of the capital stock of the Corporation surrendered to it for redemption shall be made by the Corporation within three
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business seven days of such surrender out of the funds legally available therefor, provided that the Corporation may suspend the right of the holders of capital stock of the Corporation to redeem shares of capital stock and may postpone the right of such holders to receive payment for any shares when permitted or required to do so by law. Payment of the redemption or purchase price may be made in cash or, at the option of the Corporation, wholly or partly in such portfolio securities or other assets of the Corporation as the Corporation may select.in its sole discretion.  The composition of any such payments may be different among stockholders, including those of the same series or class, as the Corporation may determine in its sole discretion.

Section 9.5.12. Rights of Holders of Shares Purchased or Redeemed:  The right of any holder of any series or class of capital stock of the Corporation purchased or redeemed by the Corporation as provided in this Article V to receive dividends thereon and all other rights of such holder with respect to such shares shall terminate at the time as of which the purchase or redemption price of such shares is determined, except the right of such holder to receive (i) the purchase or redemption price of such shares from the Corporation or its designated agent and (ii) any dividend or distribution or voting rights to which such holder has previously become entitled as the record holder of such shares on the record date for the determination of the stockholders entitled to receive such dividend or distribution or to vote at the meeting of stockholders.

Section 10.5.13. Status of Shares Purchased or Redeemed:  In the absence of any specification as to the purpose for which such shares of any series or class of capital stock of the Corporation are redeemed or purchased by it, all shares so redeemed or purchased shall be deemed to be retired in the sense contemplated by the laws of the State of Maryland and may be reissued. The number of authorized shares of capital stock of the Corporation shall not be reduced by the number of any shares redeemed or purchased by it.

Section 11.5.14. Additional Limitations and Powers:  The following provisions are inserted for the purpose of defining, limiting and regulating the powers of the Corporation and of the Board of Directors and stockholders:
(a)           Any determination made in good faith and, so far as accounting matters are involved, in accordance with generally accepted accounting principles by or pursuant to the direction of the Board of Directors, as to the amount of the assets, debts, obligations or liabilities of the Corporation, as to the amount of any reserves or charges set up and the propriety thereof, as to the time of or purpose for creating such reserves or charges, as to the use, alteration or cancellation of any reserves or charges (whether or not any debt, obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged or shall be then or thereafter required to be paid or discharged), as to the establishment or designation of procedures or methods to be employed for valuing any investment or other assets of the Corporation and as to the value of any investment or other asset, as to the allocation of any asset of the Corporation to a particular series or class or classes of the Corporation's stock, as to the funds available for the declaration of dividends and as to the declaration of dividends, as to the charging of any liability of the Corporation to a particular series or class or classes of the Corporation's stock, as to the number of shares of any series or class or classes of the Corporation's outstanding stock, as to the estimated expense to the Corporation in connection with purchases or redemptions of its shares, as to the ability to liquidate investments in orderly fashion, or as to any other matters relating to the issue, sale, purchase or redemption or other acquisition or disposition of investments or shares of the Corporation, or in the determination of the net asset value per share of shares of any series or class of the Corporation's stock shall be conclusive and binding for all purposes.

(b)           Except to the extent prohibited by the Investment Company Act of 1940, as amended, or rules, regulations or orders thereunder promulgated by the Securities and Exchange Commission or any successor thereto or by the bylaws of the Corporation, a director, officer or employee of the Corporation shall not be disqualified by his position from dealing or contracting with the Corporation, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director, officer or employee or any firm of which any director, officer or employee is a member, or any corporation of which any director, officer or employee is a stockholder, officer or director, is in any way interested in such transaction or contract; provided that in case a director, or a firm or corporation of which a director is a member, stockholder, officer or director is so interested, such fact shall be disclosed to or shall have been known by the Board of Directors or a majority thereof.  Nor shall any director or officer of the Corporation be liable to the Corporation or to any stockholder or creditor thereof or to any person for any loss incurred by it or him or for any profit realized by such director or officer under or by reason of such contract or
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transaction; provided that nothing herein shall protect any director or officer of the Corporation against any liability to the Corporation or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; and provided always that such contract or transaction shall have been on terms that were not unfair to the Corporation at the time at which it was entered into.  Any director of the Corporation who is so interested, or who is a member, stockholder, officer or director of such firm or corporation, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize any such transaction or contract, with like force and effect as if he were not such director, or member, stockholder, officer or director of such firm or corporation.
(c)            Specifically and without limitation of the foregoing paragraph (2b) but subject to the exception therein prescribed, the Corporation may enter into management or advisory, underwriting, distribution and administration contracts, custodian contracts and such other contracts as may be appropriate.

Section 12.5.15. Reorganization:  The Board of Directors may merge or consolidate one of more series of shares with, and may sell, convey and transfer the assets belonging to any one or more series of shares to, another corporation, trust, partnership, association or other organization, or to the Corporation to be held as assets belonging to another series or of shares, in exchange for cash, securities or other consideration (including, in the case of a transfer to another series of shares of the Corporation, shares of such other series of shares) with such transfer being made subject to, or with the assumption by the transferee of, the liabilities belonging to each transferor series of shares if deemed appropriate by the Board of Directors.  The Board of Directors shall have the authority to effect any such merger, consolidation or transfer of assets, without action or approval ofproxy card at hand. 2. Go to: www.proxyvotenow.com/pvc2023 3. Follow the shareholders stockholders, tosimple instructions. VOTE BY PHONE 1. Read the extent consistent with applicable lawsproxy statement andregulation regulations.

Section 13.5.16. Classes of Shares:  The Board of Directors shall also have the authority, subject to applicable laws and regulations and without action or approval ofproxy card at hand. 2. Call toll-free: 855-429-7276 3. Follow the shareholders stockholders, from time to time to designate any class of shares of a series of shares as a separate series of shares as it deems necessary or desirable.  The designation of any class of shares of a series of shares as a separate series of shares shall be effective at the time specified by the Board of Directors.  The Board of Directors shall allocate the assets, liabilities and expenses attributable to any class of shares designated as a separate series of shares to such separate series of shares and shall designate the relative rights and preferences of such series or of shares, provided that such relative rights and preferences may not be materially adversely different from the relative rights and preferences of the class of shares designated as a separate series of shares.

Section 5.17.  Fees and Expenses.  Notwithstanding anything to the contrary contained in these Articles of Incorporation, each share of any series or class of a series may be subject to such sales loads or charges, whether initial, deferred or contingent, or any combination thereof, or any other type of sales load or charge; to such expenses and fees (including, without limitation, distribution expenses, administrative expenses under an administrative or service agreement, plan or other arrangement, however designated, and other administrative, recordkeeping, redemption, service and other fees, however designated); to such account size requirements; and to such other rights and provisions; which may be the same or different from any other share of any series or class, including any other share of the same series or class, all as the Board of Directors may from time to time establish and/or change in accordance with applicable laws and regulations.

ARTICLE VI
Directors

Section 1.6.1.Initial Board of Directors: The number of directors of the Corporation shall initially be twelve nine . The names of the directors who shall hold office until the first annual next meeting of stockholders or until their successors are duly chosen and qualified and elected are:
James D. Davis                         Roy W. Ehrle                                  Pamela A. Ferguson

●Elizabeth Ballantine          ●     Nora M. Everett                      ●     William C. Kimball
●     Kristianne Blake                ●     Richard W. Gilbert                  J. Barry Griswell  Stephan L.
 Jones Ronald E. Keller●     Barbara A. Lukavsky                   Richard G. Peebler
●Craig Damos                      ●     Mark A. Grimmett                   ●     Ralph C. Eucher
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●     Fritz S. Hirsch                    ●     Daniel L Pavelich

Section 2.6.2. Number of Directors:   The number of directors in office may be changed from time to time in the manner specified in the bylaws of the Corporation, but this number shall never be less than three two.

Section 3.6.3. Certain Powers of Board of Directors:  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors, which shall have and may exercise all powers of the Corporation except those powers which are by law, by these Articles of Incorporation or by the bylaws of the Corporation conferred upon or reserved to the stockholders.  In addition to its other powers explicitly or implicitly granted under these Articles of Incorporation, by law or otherwise, the Board of Directors of the Corporation (a) is expressly authorized to make, alter, amend or repeal bylaws for the Corporation, (b) is empowered to authorize, without stockholder approval, the issuance and sale from time to time of shares of capital stock of the Corporation, whether now or hereafter authorized, in such amounts, for such amount and kind of consideration and on such terms and conditions as the Board of Directors shall determine, (c) is empowered to classify or reclassify any unissued stock, whether now or hereafter authorized, by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such stock, and (d) shall have the power from time to time to set apart, out of any assets of the Corporation otherwise available for dividends, a reserve or reserves for taxes or for any other proper purposes, and to reduce, abolish or add to any such reserve or reserves from time to time as said Board of Directors may deem to be in the best interests of the Corporation; and to determine in its discretion what part of the assets of the Corporation available for dividends in excess of such reserve or reserves shall be declared in dividends and paid to the stockholders of the Corporation.

ARTICLE VII
Indemnification and Limitation of Liability

Section 7.1.  Indemnification:  The Corporation shall indemnify its directors, including any director who serves another corporation, partnership, joint venture, trust or other enterprise in any capacity and advance expenses to: (a) its present and former directors and officers, whether serving or having served the Corporation or at the its request of the Corporationany other entity, to the maximum extent permitted by the Maryland General Corporation Law and the Investment Company Act of 1940.  The Corporation shall indemnify its officers to the same extent as its directors and to such further extent as is consistent with law.  The Corporation shall indemnify its employees and agents to 1940; and (b) other present and former employees and agents of the Corporation to such extent providedby its Board of Directors.as shall be authorized by the Board of Directors or the bylaws of the Corporation and as shall be permitted by law.  The Corporation shall have the power, with the approval of the Board of Directors, to provide indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b).  No amendment of these Articles of Incorporation or repeal of any of the provisions hereof shall limit or eliminate the right of indemnification provided by this Section 7.1 with respect to acts or omissions occurring prior to such amendment or repeal.

Section 7.2.  Limitation of Liability:  To the maximum extent permitted by the Maryland General Corporation Law and the Investment Company Act of 1940, no director or former director and no officer or former officer of the Corporation shall be personally liable to the Corporation or its stockholders for money damages.  No amendment of these Articles of Incorporation or repeal of any of the provisions hereof shall limit or eliminate the benefits provided by this Section 7.2 to directors or former directors or officers or former officers with respect to any act or omission that occurred prior to such amendment or repeal.

ARTICLE VIII
Amendments

The Corporation reserves the right from time to time to make any amendment of these Articles of Incorporation now or hereafter authorized by law, including any amendment which alters the contract rights, as expressly set forth in these Articles of Incorporation, of any outstanding capital stock.  "Articles of Incorporation" or "these Articles of Incorporation" as used herein and in the bylaws of the Corporation shall be deemed to mean these Articles of Incorporation as from time to time amended or restated.

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ARTICLE IX
Duration

The duration of the Corporation shall be perpetual.

IN WITNESS WHEREOF, the undersigned incorporators of Principal Variable Contracts Fund, Inc. have executed the foregoing Articles of Incorporation and hereby acknowledge the same to be their voluntary act and deed.

Dated the _____ day of May, 1997

ARTICLE X
Miscellaneous

Arthur S. Filean
Section 10.1.  Alternative Voting:  Notwithstanding any other provisions of these Articles of Incorporation and pursuant to procedures adopted by the Board of Directors, and consistent with applicable laws and regulations, the Board of Directors may determine, with respect to any matter submitted to the vote of the stockholders of the Corporation or any series or class, that each holder of stock shall be entitled to one vote (1) for each dollar (and a fractional vote for each fraction of a dollar) of net asset value per share of a series or class, as applicable.

Section 10.2. Certain References: References in these Articles of Incorporation to Maryland law, the Maryland General Corporation Law, the Investment Company Act of 1940 and applicable laws and regulations are references to such statutes, laws and regulations as amended and as in effect from time to time.

Section 10.3. Delegation by the Board of Directors: To the extent permitted by applicable laws, actions that may be taken, and determinations that may be made, by the Board of Directors under these Articles of Incorporation may, subject to authorization by the Board of Directors, be taken or made by the officers of the Corporation.
DC01/ 2820081.4
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[FORMsimple instructions. ACCOUNT NAME PRINTS HERE PROXY FOR THE ANNUAL MEETING OF VOTING INSTRUCTION CARD]
      Your Voting Instructions Are Important 
Vote by Internet
Please go to the electronic voting site at www.eproxy.com/principalva. Follow the on-line instructions. If you vote by Internet, you do not have to return your proxy card.
Vote by Telephone
Please call us toll-free at 1-866-977-7699, and follow the instructions provided. If you vote by telephone, you do not have to return your proxy card.
Vote by Mail
Complete, sign and date your proxy card and return it promptly in the enclosed envelope.

SHAREHOLDERS OF THE PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. – [NAMETO BE HELD APRIL 26, 2023 THIS PROXY IS SOLICITED ON BEHALF OF FUND]
DES MOINES, IOWA 50392-0200

PROXY FOR A SPECIAL MEETINGTHE BOARD OF SHAREHOLDERS
APRIL 4, 2012

DIRECTORS The undersigned shareholder of the above-referenced Account (the “Account”) hereby instructs [Nameappoints each of Insurance Company] (the “Insurance Company”)Laura Latham, Adam Shaikh, and Clint Woods, collectively or individually, as his or her attorney-in-fact and proxy, with the power of substitution of each, to vote and act with respect to all shares of Principal Variable Contracts Funds, Inc. that are attributablethe Account, which the undersigned is entitled to his or her variable annuity or variable life insurance contractvote at the SpecialAnnual Meeting of Shareholders to be held on April 4, 201226, 2023 at 10:00 a.m., Central Time, at 801 Grand Avenue, Des Moines, Iowa 50392, and at any adjournments thereof, as indicated below oradjournment thereof. The attorneys named will vote the shares represented by this proxy in accordance with the choice made on this ballot. IF THIS PROXY IS PROPERLY EXECUTED BUT NO CHOICE IS INDICATED AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the discretionbox above Date Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should

PVC_Trad_100154_0423 sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.

PVC_Trad_100154_0423 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 26, 2023. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/principal2023 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. This proxy is solicited on behalf of the Insurance Company upon suchBoard of Directors. It will be voted as specified. If no specification is made, this proxy shall be voted “FOR” the proposals. The Board of Directors has voted in favor of all the proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS: 1. To elect thirteen Directors to the Board of Directors (Shareholders of all Accounts). FOR ALL WITHHOLD ALL FOR ALL EXCEPT* (01) Leroy T. Barnes, Jr. (08) Karen McMillan    (02) Craig Damos (09) Elizabeth A. Nickels (03) Katharin S. Dyer (10) Mary M. VanDeWeghe (04) Frances P. Grieb (11) Kamal Bhatia (05) Fritz S. Hirsch (12) Patrick G. Halter (06) Victor L. Hymes (13) Kenneth A. McCullum (07) Padelford L. Lattimer *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. FOR AGAINST ABSTAIN 2. To approve the ability of Principal Global Investors, LLC to enter into and/or materially amend agreements with all sub-advisors, regardless of the degree of affiliation, on behalf of the Account without obtaining shareholder approval (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts).   

PVC_OV_100154_0423 PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided VOTE ONLINE 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/pvc2023 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-429-7276 3. Follow the simple instructions. PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 26, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Accounts listed on the reverse side of this proxy card (the “Accounts”) hereby appoints each of Laura Latham, Adam Shaikh, and Clint Woods, collectively or individually, as his or her attorney-in-fact and proxy, with the power of substitution of each, to vote and act with respect to all shares of the Accounts, which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on April 26, 2023 at 10:00 a.m. Central Time, at 801 Grand Avenue, Des Moines, Iowa 50392, and at any adjournment thereof. The attorneys named will vote the shares represented by this proxy in accordance with the choice made on this ballot. IF THIS PROXY IS PROPERLY EXECUTED BUT NO CHOICE IS INDICATED AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other mattersfiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.

PVC_OV_100154_0423 YOUR SIGNATURE ON THIS CARD IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE BE SURE TO SIGN, DATE, AND RETURN ALL PAGES OF THIS CARD IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders to be held on April 26, 2023. Please refer to the Proxy Statement for a discussion of each of these matters. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/principal2023 This card represents all your accounts with the same registration and address. YOUR ACCOUNTS YOUR ACCOUNTS YOUR ACCOUNTS FundName1 FundName2 FundName3 FundName4 FundName5 FundName6 This proxy is solicited on behalf of the Board of Directors. It will be voted as mayspecified. If no specification is made, this proxy will be voted “FOR” the proposals. If any other matters properly come before the Meeting.Meeting to be voted on, the proxy holders will vote, act and consent on these matters in accordance with the views of management. The Board of Directors has voted in favor of all the proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK IN AS FOLLOWS:  1. To elect thirteen Directors to the Board of Directors (Shareholders of all Accounts). FOR ALL WITHHOLD ALL FOR ALL EXCEPT* (01) Leroy T. Barnes, Jr. (08) Karen McMillan    (02) Craig Damos (09) Elizabeth A. Nickels (03) Katharin S. Dyer (10) Mary M. VanDeWeghe (04) Frances P. Grieb (11) Kamal Bhatia (05) Fritz S. Hirsch (12) Patrick G. Halter (06) Victor L. Hymes (13) Kenneth A. McCullum (07) Padelford L. Lattimer *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. 2. To approve the ability of Principal Global Investors, LLC to enter into and/or materially amend agreements with all sub-advisors, regardless of the degree of affiliation, on behalf of the Account without obtaining shareholder approval (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts). To vote all Accounts FOR  To vote all Accounts AGAINST  To ABSTAIN votes for all Accounts , or vote separately by Fund(s) below. If you own the same fund in multiple accounts, that fund name will appear multiple times. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 FundName1    02 FundName2    03 FundName3    04 FundName4    05 FundName5    06 FundName6   


PVC-VIC_Trad_100154_0423 PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate boxesbox(es) on the reverse side of the card. 3. Sign, date and return the card in the envelope provided. VOTE ONLINE 1. Read the proxy statement and have the card at hand. 2. Go to: www.proxyvotenow.com/pvc2023 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the card at hand. 2. Call toll-free: 855-429-7276 3. Follow the simple instructions. ACCOUNT NAME PRINTS HERE INSURANCE COMPANY NAME PRINTS HERE PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF THE PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. TO BE HELD APRIL 26, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, an owner or participant in an annuity or life insurance contract (the “Contract”) of the above-named Account (the “Account”), hereby appoints and authorizes the insurance company named above (the “Company”) to vote and act with respect to all shares of the Account, which are attributable to the undersigned’s participation in the Contract, at the Annual Meeting of Shareholders to be held on April 26, 2023 at 10:00 a.m. Central Time, at 801 Grand Avenue, Des Moines, Iowa 50392, and at any adjournment thereof. The Company will vote the shares represented by this card in accordance with the choices made on this card. If a card is not marked to indicate voting instructions, but is signed, dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposals. If you fail to return this voting instruction card, the Company will vote the shares attributable to the account value in the same proportion as votes cast by contract owners in the same separate account. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign

PVC-VIC_Trad_100154_0423 personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.

PVC-VIC_Trad_100154_0423 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 26, 2023. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/principal2023 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. This proxy is solicited on behalf of the Board of Directors. It will be voted as specified. If no specification is made, this card shall be voted “FOR” the proposals. The Board of Directors has voted in favor of all the proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS: 1. To elect thirteen Directors to the Board of Directors (Shareholders of all Accounts). FOR ALL WITHHOLD ALL FOR ALL EXCEPT* (01) Leroy T. Barnes, Jr. (08) Karen McMillan    (02) Craig Damos (09) Elizabeth A. Nickels (03) Katharin S. Dyer (10) Mary M. VanDeWeghe (04) Frances P. Grieb (11) Kamal Bhatia (05) Fritz S. Hirsch (12) Patrick G. Halter (06) Victor L. Hymes (13) Kenneth A. McCullum (07) Padelford L. Lattimer *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. FOR AGAINST ABSTAIN 2. To approve the ability of Principal Global Investors, LLC to enter into and/or materially amend agreements with all sub-advisors, regardless of the degree of affiliation, on behalf of the Account without obtaining shareholder approval (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts).   

PVC-VIC-NI_Trad_100154_0423 PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the card. 3. Sign, date and return the card in the envelope provided. VOTE ONLINE 1. Read the proxy statement and have the card at hand. 2. Go to: www.proxyvotenow.com/pvc2023 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the card at hand. 2. Call toll-free: 855-429-7276 3. Follow the simple instructions. ACCOUNT NAME PRINTS HERE PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF THE PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. TO BE HELD APRIL 26, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, an owner or participant in an annuity or life insurance contract (the “Contract”) of the above-named Account (the “Account”), hereby appoints and authorizes the insurance company that issued the Contract (the “Company”) to vote and act with respect to all shares of the Account, which are attributable to the undersigned’s participation in the Contract, at the Annual Meeting of Shareholders to be held on April 26, 2023 at 10:00 a.m. Central Time, at 801 Grand Avenue, Des Moines, Iowa 50392, and at any adjournment thereof. The Company will vote the shares represented by this card in accordance with the choices made on this card. If a card is not marked to indicate voting instructions, but is signed, dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposals. If you fail to return this voting instruction card, the Company will vote the shares attributable to the account value in the same proportion as votes cast by contract owners in the same separate account. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign

PVC-VIC-NI_Trad_100154_0423 personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.

PVC-VIC-NI_Trad_100154_0423 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 26, 2023. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/principal2023 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. This proxy is solicited on behalf of the Board of Directors. It will be voted as specified. If no specification is made, this card shall be voted “FOR” the proposals. The Board of Directors has voted in favor of all the proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS: 1. To elect thirteen Directors to the Board of Directors (Shareholders of all Accounts). FOR ALL WITHHOLD ALL FOR ALL EXCEPT* (01) Leroy T. Barnes, Jr. (08) Karen McMillan    (02) Craig Damos (09) Elizabeth A. Nickels (03) Katharin S. Dyer (10) Mary M. VanDeWeghe (04) Frances P. Grieb (11) Kamal Bhatia (05) Fritz S. Hirsch (12) Patrick G. Halter (06) Victor L. Hymes (13) Kenneth A. McCullum (07) Padelford L. Lattimer *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. FOR AGAINST ABSTAIN 2. To approve the ability of Principal Global Investors, LLC to enter into and/or materially amend agreements with all sub-advisors, regardless of the degree of affiliation, on behalf of the Account without obtaining shareholder approval (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts).   

PVC-VIC_OV_100154_0423 PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the card. 3. Sign, date and return the card in the envelope provided. VOTE ONLINE 1. Read the proxy statement and have the card at hand. 2. Go to www.proxyvotenow.com/pvc2023 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the card at hand. 2. Call toll-free 855-429-7276 3. Follow the simple instructions. INSURANCE COMPANY NAME PRINTS HERE PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 26, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, an owner or participant in an annuity or life insurance contract (the “Contract”) of the Accounts listed on the reverse side of this card date(the “Accounts”), hereby appoints and authorizes the insurance company named above (the “Company”) to vote and act with respect to all shares of the Accounts, which are attributable to the undersigned’s participation in the Contract, at the Annual Meeting of Shareholders to be held on April 26, 2023 at 10:00 a.m. Central Time, at 801 Grand Avenue, Des Moines, Iowa 50392, and at any adjournment thereof. The Company will vote the shares represented by this card in accordance with the choices made on this card. If a card is not marked to indicate voting instructions, but is signed, dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposals. If you fail to return this voting instruction card, the Company will vote the shares attributable to the account value in the same proportion as votes cast by contract owners in the same separate account. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears. Your signature acknowledges receipt of the Notice of Special Meeting of Shareholders and the Proxy Statement, both dated January 25, 2012. Shares will be voted as you instruct. If no direction is made, voting will be FOR the proposals listed on the reverse side.

These voting instructions are solicited by the Insurance Company in connection with the solicitation of proxies by the Board of Directors of Principal Variable Contracts Funds, Inc.

Date________________, 2012


————————————-
Signature(s) (if held jointly)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS VOTING INSTRUCTIONS CARD. PLEASE MARK, SIGN, DATE AND MAIL YOUR CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.appears, a majority must sign. If shares are held jointly, either party may sign.one or more joint owners should sign

PVC-VIC_OV_100154_0423 personally. If executed by a corporation, the signature should be that of an authorized officer must sign. Executors, administratorswho should state his or her title.

PVC-VIC_OV_100154_0423 YOUR SIGNATURE ON THIS CARD IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE BE SURE TO SIGN, DATE, AND RETURN ALL PAGES OF THIS CARD IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders to be held on April 26, 2023. Please refer to the Proxy Statement for a discussion of each of these matters. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/principal2023 This card represents all your accounts with the same registration and trustees should so indicate when signing.

Please filladdress. YOUR ACCOUNTS YOUR ACCOUNTS YOUR ACCOUNTS FundName1 FundName2 FundName3 FundName4 FundName5 FundName6 This proxy is solicited on behalf of the Board of Directors. It will be voted as specified. If no specification is made, this card will be voted “FOR” the proposals. If any other matters properly come before the Meeting to be voted on, the Company will vote, act and consent on these matters in boxes as shown  using  black or blue ink.  PLEASE DO NOT USE FINE POINT PENS.

accordance with the views of management. The Board of Directors unanimously recommends voting  FOR the electionhas voted in favor of all nomineesthe proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK IN AS FOLLOWS:  1. To elect thirteen Directors to the Board of Directors (Shareholders of all Accounts). FOR ALL WITHHOLD ALL FOR ALL EXCEPT* (01) Leroy T. Barnes, Jr. (08) Karen McMillan    (02) Craig Damos (09) Elizabeth A. Nickels (03) Katharin S. Dyer (10) Mary M. VanDeWeghe (04) Frances P. Grieb (11) Kamal Bhatia (05) Fritz S. Hirsch (12) Patrick G. Halter (06) Victor L. Hymes (13) Kenneth A. McCullum (07) Padelford L. Lattimer *Instruction: To withhold authority to vote for Directorany individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. 2. To approve the ability of Principal Global Investors, LLC to enter into and/or materially amend agreements with all sub-advisors, regardless of the degree of affiliation, on behalf of the Account without obtaining shareholder approval (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts). To vote all Accounts FOR  To vote all Proposals.Accounts AGAINST  To ABSTAIN votes for all Accounts , or vote separately by Fund(s) below. If you own the same fund in multiple accounts, that fund name will appear multiple times. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 FundName1    02 FundName2    03 FundName3    04 FundName4    05 FundName5    06 FundName6   

PVC-VIC-NI_OV_100154_0423 PO Box 211230, Eagan, MN 55121-9984 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the card. 3. Sign, date and return the card in the envelope provided VOTE ONLINE 1. Read the proxy statement and have the card at hand. 2. Go to www.proxyvotenow.com/pvc2023 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the card at hand. 2. Call toll-free 855-429-7276 3. Follow the simple instructions. PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 26, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, an owner or participant in an annuity or life insurance contract (the “Contract”) of the Accounts listed on the reverse side of this card (the “Accounts”), hereby appoints and authorizes the insurance company that issued the Contract (the “Company”) to vote and act with respect to all shares of the Accounts, which are attributable to the undersigned’s participation in the Contract, at the Annual Meeting of Shareholders to be held on April 26, 2023 at 10:00 a.m. Central Time, at 801 Grand Avenue, Des Moines, Iowa 50392, and at any adjournment thereof. The Company will vote the shares represented by this card in accordance with the choices made on this card. If a card is not marked to indicate voting instructions, but is signed, dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposals. If you fail to return this voting instruction card, and return it as soon as possiblethe Company will vote the shares attributable to the account value in the enclosed envelope.same proportion as votes cast by contract owners in the same separate account. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on this card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should

 

PVC-VIC-NI_OV_100154_0423 state his or her title.

 

PVC-VIC-NI_OV_100154_0423 YOUR SIGNATURE ON THIS CARD IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE BE SURE TO SIGN, DATE, AND RETURN ALL PAGES OF THIS CARD IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS for the Annual Meeting of Shareholders to be held on April 26, 2023. Please refer to the Proxy Statement for a discussion of each of these matters. The Proxy Statement for this Meeting is available at https://proxyvotinginfo.com/p/principal2023 This card represents all your accounts with the same registration and address. YOUR ACCOUNTS YOUR ACCOUNTS YOUR ACCOUNTS FundName1 FundName2 FundName3 FundName4 FundName5 FundName6 This proxy is solicited on behalf of the Board of Directors. It will be voted as specified. If no specification is made, this card will be voted “FOR” the proposals. If any other matters properly come before the Meeting to be voted on, the Company will vote, act and consent on these matters in accordance with the views of management. The Board of Directors has voted in favor of all the proposals and recommends that you vote “FOR” all the proposals. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK IN AS FOLLOWS:  1. To elect thirteen Directors to the Board of Directors (Shareholders of all Accounts). FOR ALL WITHHOLD ALL FOR ALL EXCEPT* (01) Leroy T. Barnes, Jr. (08) Karen McMillan    (02) Craig Damos (09) Elizabeth A. Nickels (03) Katharin S. Dyer (10) Mary M. VanDeWeghe (04) Frances P. Grieb (11) Kamal Bhatia (05) Fritz S. Hirsch (12) Patrick G. Halter (06) Victor L. Hymes (13) Kenneth A. McCullum (07) Padelford L. Lattimer *Instruction: To withhold authority to vote for any individual nominee(s), mark the FOR ALL EXCEPT box and write the nominee(s) number(s) on the line below. 2. To approve the ability of Principal Global Investors, LLC to enter into and/or materially amend agreements with all sub-advisors, regardless of the degree of affiliation, on behalf of the Account without obtaining shareholder approval (Shareholders of all Accounts, except for Blue Chip, U.S. LargeCap Buffer January, U.S. LargeCap Buffer July, and U.S. LargeCap Buffer October Accounts). To vote all Accounts FOR  To vote all Accounts AGAINST  To ABSTAIN votes for all Accounts , or vote separately by Fund(s) below. If you own the same fund in multiple accounts, that fund name will appear multiple times. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 FundName1    02 FundName2    03 FundName3    04 FundName4    05 FundName5    06 FundName6   

 
PROPOSALS

1Election of Fourteen Directors
FOR
 ALL
WITHHOLD
 ALL
FOR ALL
EXCEPT
Elizabeth Ballantine; Michael J. Beer; Leroy T. Barnes, Jr.; Kristianne Blake; Craig Damos; Ralph C. Eucher; Nora M. Everett; Richard W. Gilbert; Mark A Grimmett; Fritz S. Hirsch; Tao Huang; William C. Kimball; Barbara A. Lukavsky; and Daniel Pavelich.
¨
¨
¨
TO WITHHOLD AUTHORITY TO VOTE FOR A PARTICULAR NOMINEE, MARK “FOR ALL EXCEPT” AND WRITE THE NOMINEE’S NAME BELOW.
                                                           ________________
FOR
AGAINSTABSTAIN
2
Approval of Amended and Restated Articles of Incorporation
¨¨¨
3
Approval of Amendment or Elimination of Certain Fundamental Investment Restrictions
3(a)   
Approval of Amended Fundamental Restriction Relating to Senior Securities
¨¨¨
3(b)   
Approval of Amended Fundamental Restriction Relating to Commodities
¨¨¨
3(c)   
Approval of Amended Fundamental Restriction Relating to Real Estate
¨¨¨
3(d)   
Approval of Amended Fundamental Restriction Relating to Making Loans
¨¨¨
3(e)   
Approval of Amended Fundamental Restriction Relating to Diversification
¨¨¨
3(f)   
Approval of Amended Fundamental Restriction Relating to Concentration
¨¨¨
3(g)   
Approval of Elimination of Fundamental Restriction Relating to Short Sales
¨¨¨
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