| · | Bookkeeping or other services related to the accounting records or financial statementsthe Boards of the Funds who are not also officers of 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.
| | 2. | (A) All services the primary independent auditor, its subsidiaries and affiliates; |
| · | Financial information systems design and implementation; |
| · | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; |
| · | Internal audit functions or human resources; |
| · | Broker or dealer, investment advisor, or investment banking services; |
| · | Legal services and expert services unrelated to the audit; |
| · | Tax planning services related to listed, confidential and aggressive transactions; |
| · | Personal tax planning services to individuals in a financial reporting oversight role with regardaffiliates 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 immediate family members of such individuals;Committee in advance in accordance with the following procedure: |
| · | 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 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-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 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 Principal Global Investors, LLC (“PGI”) or an affiliate of PGI that provides ongoing services to the Funds if the engagement relates directly to the operations and financial reporting of the Funds. |
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 PMC or an affiliate of PMC 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 in 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 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 partners 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 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 nor PGI may hire or promote any former partner, principal, shareholder or professional 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 PGI proposes to hire or promote the Former Employee. Neither the Funds nor PGI 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 PGI 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 PGI 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. |
| | 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. |
4. Not less than annually, the primary independent auditor shall report to the Committee its independence policies, as well as all relationships that may bear on independence between the auditor and the Funds with respect to any services provided by the auditor, its subsidiaries or affiliates.
5. The Committee shall ensure that the lead and concurring partners 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 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 PMC may hire or promote any former partner, principal, shareholder or professional 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 PMC proposes to hire or promote the Former Employee. Neither the Funds nor PMC 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 PMC 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 PMC 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, 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.
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, 2017 — $610,734
December 31, 20102018 — $205,569$572,733 December 31, 2011 — $335,700
Audit-Related Fees.Audit—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 their professional services.
December 31, 20102017 — $20,000$10,000 December 31, 20112018 — $0$5,500
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 reviews the federal income tax returns and federal excise tax returns of PVC. In connection with this review, Ernst & Young 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.
During the last two fiscal years, Ernst & Young has billed the following amounts for their professional tax services.
December 31, 20102017 — $129,600$112,847 December 31, 20112018 — $115,134$150,191
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, 20102017 — $223,934$122,847 December 31, 20112018 — $193,107$155,691
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.
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 us a reasonable time before we commence soliciting proxies for that meeting in order for such proposals to be included in the proxy materials relating to that meeting. 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 PVC 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 January 25, 2012March 4, 2019
Des Moines, Iowa
It is important that proxies be returned promptly. Therefore, shareholders who do not expect to attend the meetingMeeting in person 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 via the Internet.
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 | Shares Outstanding | | Account | Share Class | Shares Outstanding | Bond Market | 1 | 227,652,946 | | LargeCap S&P 500 Managed Volatility Index | 1 | 15,533,900 | | | | | | | | Core Plus Bond | 1 | 25,986,224 | | LargeCap S&P 500 Index | 1 | 139,979,548 | | 2 | 80,747 | | | 2 | 456,820 | | | | | | | | Diversified Balanced | 1 | 2,459,535 | | MidCap | 1 | 9,604,557 | | 2 | 63,755,618 | | | 2 | 322,630 | | | | | | | | Diversified Balanced Managed Volatility | 2 | 14,177,500 | | Multi-Asset Income | 1 | 34,623 | | | | | | 2 | 5,263 | Diversified Balanced Volatility Control | 2 | 7,073,418 | | | | | | | | | Principal Capital Appreciation | 1 | 4,883,995 | Diversified Growth | 2 | 211,676,587 | | | 2 | 343,922 | | | | | | | | Diversified Growth Managed Volatility | 2 | 27,689,582 | | Principal LifeTime Strategic Income | 1 | 1,816,056 | | | | | | | | Diversified Growth Volatility Control | 2 | 39,670,625 | | Principal LifeTime 2010 | 1 | 2,522,500 | | | | | | | | Diversified Income | 2 | 19,643,510 | | Principal LifeTime 2020 | 1 | 13,711,535 | | | | | | 2 | 105,189 | Diversified International | 1 | 16,904,359 | | | | | | 2 | 154,643 | | Principal LifeTime 2030 | 1 | 12,332,666 | | | | | | 2 | 161,229 | Equity Income | 1 | 27,520,554 | | | | | | 2 | 1,110,781 | | Principal LifeTime 2040 | 1 | 4,499,684 | | | | | | 2 | 47,672 | Government & High Quality Bond | 1 | 22,661,007 | | | | | | 2 | 276,044 | | Principal LifeTime 2050 | 1 | 2,274,132 | | | | | | 2 | 69,945 | Income | 1 | 17,367,962 | | | | | | 2 | 314,602 | | Principal LifeTime 2060 | 1 | 391,942 | | | | | | | | International Emerging Markets | 1 | 5,466,043 | | Real Estate Securities | 1 | 7,367,123 | | 2 | 105,528 | | | 2 | 197,263 | | | | | | | | LargeCap Growth | 1 | 3,437,191 | | SAM (Strategic Asset Management) Balanced | 1 | 39,613,417 | | 2 | 78,398 | | | 2 | 7,489,888 | | | | | | | | LargeCap Growth I | 1 | 9,799,865 | | SAM (Strategic Asset Management) Conservative Balanced | 1 | 14,042,073 | | 2 | 113,493 | | | 2 | 1,873,221 | | | | | | | |
Fund | Share Class | Shares Outstanding | Fund | Share Class | Shares Outstanding | Asset Allocation Account | | | Principal Capital Appreciation Account | | | | 1 | | | 1 | | | 2 | N/A | | 2 | | Balanced Account | | | Principal LifeTime 2010 Account | | | | 1 | | | 1 | | | 2 | N/A | | 2 | N/A | Bond & Mortgage Securities Account | | | Principal LifeTime 2020 Account | | | | 1 | | | 1 | | | 2 | N/A | | 2 | N/A | Diversified Balanced Account | | | Principal LifeTime 2030 Account | | | | 1 | | | 1 | | | 2 | | | 2 | N/A | Diversified Growth Account | | | Principal LifeTime 2040 Account | | | | 1 | | | 1 | | | 2 | | | 2 | N/A | Diversified International Account | | | Principal LifeTime 2050 Account | | | | 1 | | | 1 | | | 2 | | | 2 | N/A | Equity Income Account | | | Principal LifeTime Strategic Income Account | | | | 1 | | | 1 | | | 2 | | | 2 | N/A | Government & High Quality Bond Account | | | Real Estate Securities Account | | | | 1 | | | 1 | | | 2 | | | 2 | | Income Account | | | SAM Balanced Portfolio | | | | 1 | | | 1 | | | 2 | | | 2 | | International Emerging Markets Account | | | SAM Conservative Balanced Portfolio | | | | 1 | | | 1 | | | 2 | N/A | | 2 | | LargeCap Blend Account II | | | SAM Conservative Growth Portfolio | | | | 1 | | | 1 | | | 2 | | | 2 | | LargeCap Growth Account | | | SAM Flexible Income Portfolio | | | | 1 | | | 1 | | | 2 | | | 2 | |
A-1
- 35 - | | | | | | | | Account | Share Class | Shares Outstanding | | Account | Share Class | Shares Outstanding | | | | | | | | SAM (Strategic Asset Management) Conservative Growth | 1 | 10,918,936 | | Short-Term Income | 1 | 57,690,002 | | 2 | 6,906,432 | | | 2 | 1,567,349 | | | | | | | | SAM (Strategic Asset Management) Flexible Income | 1 | 13,068,396 | | SmallCap | 1 | 11,302,914 | | 2 | 2,170,887 | | | 2 | 342,469 | | | | | | | | SAM (Strategic Asset Management) Strategic Growth | 1 | 7,604,549 | | | | | | 2 | 6,324,999 | | | | |
Fund
| Share
Class
| Shares
Outstanding
| Fund
| Share
Class
| Shares
Outstanding
|
LargeCap Growth Account I | | | SAM Strategic Growth Portfolio | | | | 1 | | | 1 | | | 2 | N/A | | 2 | | LargeCap S&P 500 Index Account | | | Short-Term Income Account | | | | 1 | | | 1 | | | 2 | N/A | | 2 | | LargeCap Value Account | | | SmallCap Blend Account | | | | 1 | | | 1 | | | 2 | N/A | | 2 | N/A | MidCap Blend Account | | | SmallCap Growth Account II | | | | 1 | | | 1 | | | 2 | | | 2 | | Money Market Account | | | SmallCap Value Account I | | | | 1 | | | 1 | | | 2 | | | 2 | |
As of the Record date,December 31, 2018, the Directors, Director nominees, and officers of PVC together owned beneficially less than 1% of the outstanding shares of any share class of any of the Funds.Accounts, except as listed below: •Core Plus Bond Account - Class 2 - 3.363% •Principal Lifetime 2020 Account - Class 2 - 2.146% As of the Record date,February 6, 2019, 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. | | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | BOND MARKET INDEX; Class 1 | 54.17% | 123,488,584 | DIVERSIFIED GROWTH ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | BOND MARKET INDEX; Class 1 | 21.99% | 50,136,760 | DIVERSIFIED BALANCED ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | BOND MARKET INDEX; Class 1 | 6.91% | 15,765,971 | DIVERSIFIED INCOME ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | BOND MARKET INDEX; Class 1 | 6.23% | 14,211,280 | DIVERSIFIED GROWTH VOLATILITY | | | | CONTROL ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | BOND MARKET INDEX; Class 1 | 5.04% | 11,501,118 | DIVERSIFIED GROWTH MANAGED | | | | VOLATILITY ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
Fund/Share Class
| Percentage of
Ownership
| Name of Owner
| Address of Owner
| | | | | | | | |
A-2
- 36 - | | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | CORE PLUS BOND; Class 1 | 19.70% | 5,132,796 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | CORE PLUS BOND; Class 1 | 16.44% | 4,282,479 | PRINCIPAL 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 1 | 14.13% | 3,681,264 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VUL | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | CORE PLUS BOND; Class 1 | 10.48% | 2,730,548 | LIFETIME 2020 ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING- H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | CORE PLUS BOND; Class 1 | 8.16% | 2,126,677 | PRINCIPAL 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 1 | 7.13% | 1,858,073 | LIFETIME 2030 ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING- H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | CORE PLUS BOND; Class 2 | 49.76% | 38,190 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | CORE PLUS BOND; Class 2 | 32.46% | 24,913 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | CORE PLUS BOND; Class 2 | 17.77% | 13,642 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | DIVERSIFIED BALANCED | 81.03% | 11,506,276 | PRINCIPAL LIFE INSURANCE CO CUST. | MANAGED VOLATILITY; Class 2 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED BALANCED | 15.15% | 2,152,052 | PRINCIPAL LIFE INSURANCE CO CUST. | MANAGED VOLATILITY; Class 2 | | | FBO PRINCIPAL LIFETIME INCOME SOLUTIONS | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED BALANCED; Class 1 | 55.99% | 1,377,200 | PRINCIPAL 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 1 | 22.13% | 544,520 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL INDIVIDUAL - PRINFLEX | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED BALANCED; Class 2 | 96.63% | 61,979,531 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED BALANCED | 100.00% | 6,883,836 | PRINCIPAL LIFE INSURANCE CO CUST. | VOLATILITY CONTROL; Class 2 | | | FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED GROWTH | 88.59% | 24,640,116 | PRINCIPAL LIFE INSURANCE CO CUST. | MANAGED VOLATILITY; Class 2 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED GROWTH | 8.46% | 2,355,179 | PRINCIPAL LIFE INSURANCE CO CUST. | MANAGED VOLATILITY; Class 2 | | | FBO PRINCIPAL LIFETIME INCOME SOLUTIONS | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | DIVERSIFIED GROWTH; Class 2 | 97.78% | 207,756,803 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED GROWTH | 100.00% | 39,101,876 | PRINCIPAL LIFE INSURANCE CO CUST. | VOLATILITY CONTROL; Class 2 | | | FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INCOME; Class 2 | 87.75% | 17,021,510 | PRINCIPAL 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 2 | 9.75% | 1,891,903 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL LIFETIME INSURANCE SOLUTIONS II | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INTERNATIONAL; Class 1 | 26.13% | 4,426,755 | 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 1 | 13.89% | 2,352,536 | PRINCIPAL LIFE INSURANCE CO CUST | | | | PRINFLEX LIFE | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INTERNATIONAL; Class 1 | 12.71% | 2,153,456 | PRINCIPAL 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 1 | 12.46% | 2,110,888 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | DIVERSIFIED INTERNATIONAL; Class 1 | 7.80% | 1,321,746 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VUL | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INTERNATIONAL; Class 1 | 7.20% | 1,220,896 | PRINCIPAL 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 1 | 5.56% | 941,977 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VUL INCOME | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INTERNATIONAL; Class 1 | 5.31% | 900,612 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VUL II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INTERNATIONAL; Class 2 | 39.27% | 60,410 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | DIVERSIFIED INTERNATIONAL; Class 2 | 31.32% | 48,169 | FARMERS NEW WORLD LIFE INS CO | | | | VARIABLE UNIVERSAL LIFE II AGENT | | | | ATTN SEPERATE ACCOUNTS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | DIVERSIFIED INTERNATIONAL; Class 2 | 10.81% | 16,628 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | DIVERSIFIED INTERNATIONAL; Class 2 | 10.81% | 16,636 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | DIVERSIFIED INTERNATIONAL; Class 2 | 6.20% | 9,548 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | EQUITY INCOME; Class 1 | 19.62% | 5,432,457 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | EQUITY INCOME; Class 1 | 12.65% | 3,503,475 | SAM BALANCED PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | EQUITY INCOME; Class 1 | 12.37% | 3,424,781 | 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 1 | 11.73% | 3,248,953 | TIAA-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 1 | 8.16% | 2,260,719 | SAM CONS GROWTH PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | EQUITY INCOME; Class 1 | 7.58% | 2,099,011 | SAM STRATEGIC GROWTH PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | EQUITY INCOME; Class 2 | 26.17% | 290,096 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | EQUITY INCOME; Class 2 | 25.99% | 288,070 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | EQUITY INCOME; Class 2 | 22.00% | 243,880 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | EQUITY INCOME; Class 2 | 7.39% | 81,917 | FARMERS NEW WORLD LIFE INS CO | | | | VARIABLE UNIVERSAL LIFE II AGENT | | | | ATTN SEPERATE ACCOUNTS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | EQUITY INCOME; Class 2 | 7.15% | 79,248 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | EQUITY INCOME; Class 2 | 5.36% | 59,417 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 20.07% | 4,564,407 | PRINCIPAL LIFE INSURANCE CO CUST | QUALITY BOND; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 17.88% | 4,066,216 | SAM BALANCED PORTFOLIO PVC | QUALITY BOND; Class 1 | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 15.93% | 3,622,419 | PRINCIPAL LIFE INSURANCE CO CUST. | QUALITY BOND; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 9.52% | 2,165,713 | SAM FLEXIBLE INCOME PORTFOLIO PVC | QUALITY BOND; Class 1 | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 8.19% | 1,862,536 | SAM CONS BALANCED PORTFOLIO PVC | QUALITY BOND; Class 1 | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | GOVERNMENTT & HIGH | 5.37% | 1,221,251 | PRINCIPAL LIFE INSURANCE CO CUST. | QUALITY BOND; Class 1 | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 36.98% | 102,174 | PRINCIPAL LIFE INSURANCE CO CUST. | QUALITY BOND; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 28.21% | 77,933 | PRINCIPAL LIFE INSURANCE CO CUST. | QUALITY BOND; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | GOVERNMENTT & HIGH | 28.10% | 77,632 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | QUALITY BOND; Class 2 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | INCOME; Class 1 | 44.49% | 7,748,230 | SAM BALANCED PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INCOME; Class 1 | 24.01% | 4,182,020 | SAM FLEXIBLE INCOME PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INCOME; Class 1 | 16.86% | 2,936,855 | SAM CONS BALANCED PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INCOME; Class 1 | 8.88% | 1,546,603 | SAM CONS GROWTH PORTFOLIO PVC | | | | ATTN MUTUAL FUND ACCOUNTING-H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INCOME; Class 2 | 49.10% | 152,108 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | INCOME; Class 2 | 29.39% | 91,060 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INCOME; Class 2 | 11.50% | 35,638 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 28.41% | 1,556,411 | PRINCIPAL LIFE INSURANCE CO CUST. | MARKETS; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 19.78% | 1,083,576 | PRINCIPAL LIFE INSURANCE CO CUST | MARKETS; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 13.74% | 752,942 | PRINCIPAL LIFE INSURANCE CO CUST | MARKETS; Class 1 | | | EXEC VAR UNIVERSAL LIFE II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 7.59% | 415,813 | PRINCIPAL LIFE INSURANCE CO CUST | MARKETS; Class 1 | | | VUL INCOME | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 7.01% | 383,967 | PRINCIPAL LIFE INSURANCE CO CUST. | MARKETS; Class 1 | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 5.76% | 315,873 | PRINCIPAL LIFE INSURANCE CO CUST | MARKETS; Class 1 | | | PRINFLEX LIFE | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | INTERNATIONAL EMERGING | 5.03% | 275,726 | PRINCIPAL LIFE INSURANCE CO CUST | MARKETS; Class 1 | | | VUL II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 63.58% | 65,438 | PRINCIPAL LIFE INSURANCE CO CUST. | MARKETS; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 24.32% | 25,039 | PRINCIPAL LIFE INSURANCE CO CUST | MARKETS; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | INTERNATIONAL EMERGING | 12.08% | 12,442 | PRINCIPAL LIFE INSURANCE CO CUST. | MARKETS; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH I; Class 1 | 26.47% | 2,601,321 | 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 1 | 23.91% | 2,350,656 | 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 1 | 21.16% | 2,079,916 | PRINCIPAL 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 1 | 10.47% | 1,029,033 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | LARGECAP GROWTH I; Class 1 | 6.63% | 651,603 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH I; Class 2 | 50.29% | 55,712 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH I; Class 2 | 42.15% | 46,697 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH I; Class 2 | 7.54% | 8,361 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH; Class 1 | 25.05% | 863,811 | 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 1 | 18.02% | 621,477 | PRINCIPAL LIFE INSURANCE CO CUST | | | | PRINFLEX LIFE | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH; Class 1 | 16.11% | 555,409 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VUL | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH; Class 1 | 9.57% | 330,163 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | LARGECAP GROWTH; Class 1 | 7.78% | 268,443 | PRINCIPAL 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; Class 1 | 7.46% | 257,336 | AMERICAN GENERAL LIFE INSURANCE CO | | | | VARIABLE PRODUCTS DEPARTMENT | | | | ATTN: DEBORAH KERAI | | | | PO BOX 1591 | | | | HOUSTON TX 77251-1591 | | | | | LARGECAP GROWTH; Class 2 | 32.80% | 25,471 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH; Class 2 | 22.64% | 17,578 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH; Class 2 | 19.11% | 14,841 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | LARGECAP GROWTH; Class 2 | 14.42% | 11,198 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP GROWTH; Class 2 | 10.23% | 7,946 | FARMERS NEW WORLD LIFE INS CO | | | | VARIABLE UNIVERSAL LIFE II AGENT | | | | ATTN SEPERATE ACCOUNTS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | LARGECAP S&P 500 INDEX; Class 1 | 66.72% | 93,643,538 | DIVERSIFIED GROWTH ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP S&P 500 INDEX; Class 1 | 14.75% | 20,703,266 | DIVERSIFIED BALANCED ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | LARGECAP S&P 500 INDEX; Class 1 | 5.20% | 7,300,398 | PRINCIPAL 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 2 | 52.81% | 239,932 | PRINCIPAL 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 INDEX; Class 2 | 34.73% | 157,793 | PRINCIPAL 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 2 | 12.44% | 56,536 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP S&P 500 MANAGED | 72.19% | 11,254,356 | DIVERSIFIED GROWTH MANAGED | VOLATILITY INDEX; Class 1 | | | VOLATILITY ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | LARGECAP S&P 500 MANAGED | 27.80% | 4,335,542 | DIVERSIFIED BALANCED MANAGED | VOLATILITY INDEX; Class 1 | | | VOLATILITY ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MIDCAP; Class 1 | 36.55% | 3,531,336 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MIDCAP; Class 1 | 19.74% | 1,907,180 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | MIDCAP; Class 1 | 13.83% | 1,336,483 | PRINCIPAL LIFE INSURANCE CO CUST | | | | PRINFLEX LIFE | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MIDCAP; Class 2 | 62.77% | 203,442 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | MIDCAP; Class 2 | 23.87% | 77,364 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | MULTI-ASSET INCOME; Class 1 | 34.76% | 11,080 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MULTI-ASSET INCOME; Class 1 | 20.72% | 6,607 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MULTI-ASSET INCOME; Class 1 | 15.57% | 4,965 | PRINCIPAL LIFE INSURANCE CO CUST | | | | PRINFLEX LIFE | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MULTI-ASSET INCOME; Class 1 | 13.99% | 4,460 | PRINCIPAL LIFE INSURANCE CO CUST | | | | EXEC VAR UNIVERSAL LIFE II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MULTI-ASSET INCOME; Class 2 | 49.61% | 2,621 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | MULTI-ASSET INCOME; Class 2 | 29.98% | 1,584 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | MULTI-ASSET INCOME; Class 2 | 20.39% | 1,077 | PRINCIPAL GLOBAL INVESTORS LLC | | | | ATTN SEAN CLINES 801-9A08 | | | | 801 GRAND AVE | | | | DES MOINES IA 50309-8000 | | | | | PRINCIPAL CAPITAL | 47.77% | 2,350,501 | PRINCIPAL LIFE INSURANCE CO CUST. | APPRECIATION; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL CAPITAL | 22.99% | 1,131,383 | PRINCIPAL LIFE INSURANCE CO CUST | APPRECIATION; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL CAPITAL | 6.74% | 331,874 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | APPRECIATION; Class 1 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | PRINCIPAL CAPITAL | 6.38% | 313,893 | AMERICAN GENERAL LIFE INSURANCE CO | APPRECIATION; Class 1 | | | VARIABLE PRODUCTS DEPARTMENT | | | | ATTN: DEBORAH KERAI | | | | PO BOX 1591 | | | | HOUSTON TX 77251-1591 | | | | | PRINCIPAL CAPITAL | 25.05% | 87,868 | FARMERS NEW WORLD LIFE INS CO | APPRECIATION; Class 2 | | | VARIABLE UNIVERSAL LIFE II AGENT | | | | ATTN SEPERATE ACCOUNTS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | PRINCIPAL CAPITAL | 20.95% | 73,486 | FARMERS NEW WORLD LIFE INS CO | APPRECIATION; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | PRINCIPAL CAPITAL | 20.47% | 71,782 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | APPRECIATION; Class 2 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | PRINCIPAL CAPITAL | 11.45% | 40,185 | PRINCIPAL LIFE INSURANCE CO CUST. | APPRECIATION; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | PRINCIPAL CAPITAL | 8.28% | 29,039 | PRINCIPAL LIFE INSURANCE CO CUST | APPRECIATION; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL CAPITAL | 7.88% | 27,641 | FARMERS NEW WORLD LIFE INS CO | APPRECIATION; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | PRINCIPAL LIFETIME 2010; Class 1 | 47.78% | 1,227,883 | PRINCIPAL 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 1 | 21.29% | 547,245 | 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 2010; Class 1 | 20.01% | 514,196 | PRINCIPAL 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 1 | 43.16% | 5,940,832 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2020; Class 1 | 27.38% | 3,768,746 | 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 2020; Class 1 | 16.50% | 2,271,615 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | PRINCIPAL LIFETIME 2020; Class 2 | 74.57% | 77,800 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2020; Class 2 | 22.91% | 23,906 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2030; Class 1 | 35.52% | 4,384,828 | PRINCIPAL 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 1 | 34.67% | 4,280,491 | 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 2030; Class 1 | 14.68% | 1,812,957 | PRINCIPAL 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 2 | 45.56% | 72,622 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2030; Class 2 | 40.32% | 64,270 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2030; Class 2 | 14.11% | 22,499 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | PRINCIPAL LIFETIME 2040; Class 1 | 36.88% | 1,672,177 | 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 1 | 19.05% | 863,851 | PRINCIPAL 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 1 | 16.74% | 759,307 | PRINCIPAL 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 2040; Class 1 | 10.71% | 485,710 | 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 1 | 5.45% | 247,243 | PRINCIPAL 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 2040; Class 2 | 77.54% | 37,072 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2040; Class 2 | 20.26% | 9,688 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2050; Class 1 | 30.18% | 684,389 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | PRINCIPAL LIFETIME 2050; Class 1 | 23.04% | 522,679 | 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 2050; Class 1 | 15.21% | 345,032 | 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 1 | 9.20% | 208,809 | PRINCIPAL 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 1 | 5.72% | 129,834 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VARIABLE UNIVERSAL LIFE INCOME II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2050; Class 1 | 5.67% | 128,649 | PRINCIPAL 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 2050; Class 1 | 5.65% | 128,169 | 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 2 | 67.66% | 47,401 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2050; Class 2 | 24.47% | 17,146 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | PRINCIPAL LIFETIME 2050; Class 2 | 7.86% | 5,509 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2060; Class 1 | 41.53% | 166,656 | 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 2060; Class 1 | 23.90% | 95,940 | PRINCIPAL 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 1 | 18.46% | 74,110 | PRINCIPAL 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 2060; Class 1 | 7.73% | 31,048 | PRINCIPAL LIFE INSURANCE CO CUST | | | | BENE VAR UNIVERSAL LIFE II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME 2060; Class 1 | 6.26% | 25,122 | PRINCIPAL LIFE INSURANCE CO CUST | | | | VARIABLE UNIVERSAL LIFE INCOME II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME STRATEGIC | 43.86% | 792,920 | PRINCIPAL LIFE INSURANCE CO CUST. | INCOME; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME STRATEGIC | 18.69% | 337,962 | PRINCIPAL LIFE INSURANCE CO CUST. | INCOME; Class 1 | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | PRINCIPAL LIFETIME STRATEGIC | 17.13% | 309,701 | PRINCIPAL LIFE INSURANCE CO CUST | INCOME; Class 1 | | | EXEC VAR UNIVERSAL LIFE II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | PRINCIPAL LIFETIME STRATEGIC | 9.02% | 163,144 | PRINCIPAL LIFE INSURANCE CO CUST | INCOME; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | REAL ESTATE SECURITIES; Class 1 | 23.75% | 1,748,286 | PRINCIPAL 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 1 | 22.06% | 1,624,267 | 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 1 | 13.76% | 1,013,218 | PRINCIPAL 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 1 | 12.34% | 908,814 | PRINCIPAL 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 1 | 6.48% | 477,071 | 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 2 | 46.30% | 91,933 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | REAL ESTATE SECURITIES; Class 2 | 36.37% | 72,227 | PRINCIPAL 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 2 | 11.07% | 21,992 | PRINCIPAL 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 2 | 5.89% | 11,705 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | SAM BALANCED PORTFOLIO; Class 1 | 67.90% | 27,032,699 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM BALANCED PORTFOLIO; Class 1 | 8.30% | 3,307,904 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM BALANCED PORTFOLIO; Class 2 | 23.83% | 1,799,751 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM BALANCED PORTFOLIO; Class 2 | 23.22% | 1,753,779 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | SAM BALANCED PORTFOLIO; Class 2 | 20.52% | 1,549,944 | FARMERS NEW WORLD LIFE INS CO | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM BALANCED PORTFOLIO; Class 2 | 11.51% | 869,635 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SAM BALANCED PORTFOLIO; Class 2 | 6.64% | 501,898 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM BALANCED PORTFOLIO; Class 2 | 5.52% | 417,256 | THE U.S. LIFE INS. CO. IN THE CITY OF N.Y. | | | | FS VERIABLE SEPARATE ACCT | | | | ATTN LEGAL DEPART | | | | 21650 OXNARD ST STE 750 | | | | WOODLAND HLS CA 91367-4997 | | | | | SAM CONSERVATIVE BALANCED | 59.21% | 8,259,680 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE BALANCED | 19.84% | 2,768,453 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | EXEC VAR UNIVERSAL LIFE II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE BALANCED | 6.07% | 847,495 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE BALANCED | 24.41% | 455,569 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM CONSERVATIVE BALANCED | 19.83% | 370,143 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM CONSERVATIVE BALANCED | 14.71% | 274,542 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | PORTFOLIO; Class 2 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | SAM CONSERVATIVE BALANCED | 12.21% | 227,883 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SAM CONSERVATIVE BALANCED | 11.63% | 217,132 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE BALANCED | 9.48% | 176,883 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM CONSERVATIVE BALANCED | 5.88% | 109,876 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE GROWTH | 37.95% | 4,170,526 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE GROWTH | 10.51% | 1,155,899 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | VARIABLE UNIVERSAL LIFE INCOME II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE GROWTH | 9.80% | 1,077,986 | PRINCIPAL NATIONAL LIFE INS CO | PORTFOLIO; Class 1 | | | FBO VUL INCOME III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST G-012-S41 | | | | DES MOINES IA 50392-9992 | | | | | SAM CONSERVATIVE GROWTH | 7.60% | 835,501 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | EXEC VAR UNIVERSAL LIFE II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE GROWTH | 7.16% | 787,896 | AMERICAN GENERAL LIFE INSURANCE CO | PORTFOLIO; Class 1 | | | VARIABLE PRODUCTS DEPARTMENT | | | | ATTN: DEBORAH KERAI | | | | PO BOX 1591 | | | | HOUSTON TX 77251-1591 | | | | | SAM CONSERVATIVE GROWTH | 6.63% | 728,654 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | PORTFOLIO; Class 1 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SAM CONSERVATIVE GROWTH | 5.91% | 649,888 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM CONSERVATIVE GROWTH | 29.25% | 2,024,087 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM CONSERVATIVE GROWTH | 29.01% | 2,007,254 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM CONSERVATIVE GROWTH | 18.21% | 1,260,163 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM CONSERVATIVE GROWTH | 11.46% | 792,779 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | PORTFOLIO; Class 2 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | SAM FLEXIBLE INCOME | 64.18% | 8,430,340 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM FLEXIBLE INCOME | 15.28% | 2,007,307 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM FLEXIBLE INCOME | 23.87% | 513,753 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM FLEXIBLE INCOME | 22.14% | 476,387 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SAM FLEXIBLE INCOME | 17.84% | 383,997 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | PORTFOLIO; Class 2 | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | SAM FLEXIBLE INCOME | 13.91% | 299,484 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM FLEXIBLE INCOME | 13.13% | 282,695 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 2 | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM STRATEGIC GROWTH | 30.59% | 2,329,116 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 1 | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM STRATEGIC GROWTH | 19.29% | 1,469,112 | PRINCIPAL NATIONAL LIFE INS CO | PORTFOLIO; Class 1 | | | FBO VUL INCOME III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST G-012-S41 | | | | DES MOINES IA 50392-9992 | | | | | SAM STRATEGIC GROWTH | 12.81% | 975,253 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | VARIABLE UNIVERSAL LIFE INCOME II | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM STRATEGIC GROWTH | 7.19% | 547,433 | PRINCIPAL LIFE INSURANCE CO CUST | PORTFOLIO; Class 1 | | | VUL INCOME | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SAM STRATEGIC GROWTH | 5.38% | 409,675 | PRINCIPAL LIFE INSURANCE CO CUST. | PORTFOLIO; Class 1 | | | FBO PRINCIPAL INDIVIDUAL - | | | | EXECUTIVE VARIABLE UNIVERSAL LIFE | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SAM STRATEGIC GROWTH | 36.20% | 2,299,411 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM STRATEGIC GROWTH | 34.87% | 2,214,705 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SAM STRATEGIC GROWTH | 14.00% | 889,348 | FARMERS NEW WORLD LIFE INS CO | PORTFOLIO; Class 2 | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SHORT-TERM INCOME; Class 1 | 39.59% | 22,898,509 | PRINCIPAL 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 1 | 17.50% | 10,121,804 | PRINCIPAL 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 1 | 11.07% | 6,403,889 | LIFETIME 2020 ACCOUNT | | | | ATTN MUTUAL FUND ACCOUNTING- H221 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SHORT-TERM INCOME; Class 1 | 7.95% | 4,600,931 | 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 1 | 6.57% | 3,800,143 | PRINCIPAL 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 2 | 35.13% | 541,025 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY III | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SHORT-TERM INCOME; Class 2 | 29.65% | 456,609 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SHORT-TERM INCOME; Class 2 | 24.28% | 373,902 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SHORT-TERM INCOME; Class 2 | 9.77% | 150,500 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 | | | | | SMALLCAP; Class 1 | 28.41% | 3,225,895 | PRINCIPAL LIFE INSURANCE CO CUST | | | | FLEX VARIABLE ANNUITY | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SMALLCAP; Class 1 | 22.08% | 2,506,843 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL INVESTMENT PLUS VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SMALLCAP; Class 1 | 15.77% | 1,791,102 | PRINCIPAL LIFE INSURANCE CO CUST | | | | PRINFLEX LIFE | | | | ATTN IND ACCTNG G-12-S41 | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SMALLCAP; Class 1 | 7.17% | 814,616 | PRINCIPAL 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 2 | 38.28% | 130,717 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 | | | | | SMALLCAP; Class 2 | 25.89% | 88,401 | FARMERS NEW WORLD LIFE INS CO | | | | ATTN SEGREGATED ASSETS | | | | 3003 77TH AVE SE | | | | MERCER ISLAND WA 98040-2890 |
| | | | | Account/Class | Percent of Ownership | Numbers of Shares | Name and Address of Owner | SMALLCAP; Class 2 | 12.36% | 42,235 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SMALLCAP; Class 2 | 7.90% | 26,988 | PRINCIPAL LIFE INSURANCE CO CUST. | | | | FBO PRINCIPAL PIVOT SERIES VARIABLE ANNUITY V2 | | | | ATTN INDIVIDUAL LIFE ACCOUNTING | | | | 711 HIGH ST | | | | DES MOINES IA 50392-0001 | | | | | SMALLCAP; Class 2 | 6.38% | 21,801 | PRINCIPAL 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 2 | 5.83% | 19,921 | SUNAMERICA ANNUITY & LIFE ASSURANCE CO | | | | VARIABLE SEPERATE ACCOUNT | | | | ATTN LEGAL DEPARTMENT | | | | 21650 OXNARD STREET STE 750 | | | | WOODLAND HILLS CA 91367-4997 |
APPENDIX B
AUDIT COMMITTEE CHARTER
PRINCIPAL FUNDS1 Audit Committee Charter (As Amended March 8, 2011)13, 2018)
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, financial reporting and internal control system, 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;12(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. 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 management is responsible for preparing the Funds’ financial statements in accordance with generally accepted accounting principles and for establishing and maintaining appropriate systems for accounting, 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. 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.
____________________ 1Includes Principal Funds, Inc., Principal Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds 21 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.
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 regularly,periodically, in separate executive sessions, with representatives of Fund Management, 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.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. | · | 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. | · | 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 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. | · | Action by Vote. When a quorum is present at any meeting, a majority of Committee members may take any action.Minutes. Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner. |
| · | 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.
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| · | 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.
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| · | Minutes. Minutes of the meeting shall be taken and circulated to all members of the Committee in a timely manner.
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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 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 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 compliance with the Funds’ Code of Ethics for Principal Executive and Senior Financial Officers and consider changes prior to presentation for Board approval. | · | Review any legal or regulatory matters that arise that could have a material impact on the Funds’ financial statements. | Review annually with management and the independent registered public accounting firm, 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 accounting firm on: | · | 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. | 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 accounting firm; | · | Review annually withOther 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 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: |
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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. | · | 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 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 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 the Funds’ policies with respect to risk assessment and risk management.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. | · | 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.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, 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. | · | 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. | · | 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:Accounting Firm: 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 accounting firm, 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 accounting firm, or other results of said audit(s); (iii) consider the independent 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 required by professional standards and (v) review the form of opinion the independent registered public accounting firm proposes to render to the Board.
| · | 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 |
| | Standards (“SAS”) No. 114;2 and (v) review the form of opinion the independent registered public accountants propose to render to the Board.
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| ·• | Receive and evaluate on a periodic basis the formal written disclosures and letters from the independent registered public accountantsaccounting firm 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 asindependent registered public accounting firm.
Obtain and review a report by the independent registered public accounting firm, at least annually, describing any material issues raised by the most recent PCAOB review of the independent registered public accounting firm 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 accounting firm for the Funds. Review and pre-approve all non-audit services performed by the Funds’ independent registered public accounting firm for the Manager or any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the reasonablenessFunds, if the engagement relates directly to the operations and financial reporting of those estimates;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 accounting firm to provide any of these non-audit services. Consider the controls applied by the independent registered public accounting firm 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 the independent registered public accounting firm for the Funds.
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 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.
Funding The Committee shall receive appropriate funding, as determined by the Committee, for payment of (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) disagreements with management overordinary administrative expenses of the application of accounting principles.Committee that are necessary or appropriate in carrying out its duties.
____________________ 33 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.
| · | 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. |
APPENDIX C
NOMINATING AND GOVERNANCE COMMITTEE CHARTER (Dated March 8, 2011)
06/12/2017 PRINCIPAL FUNDS1 Nominating and Governance Committee Charter This charter sets forth the purpose, operating guidelines and responsibilities of the Nominating and Governance 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 Committee’s primary purpose is to oversee the structure and efficiency of the Boards of DirectorsDirectors/Trustees and the committees the Boards establish establish. Operating Guidelines The Board shall appoint the members of the Committee and the Committee Chair. There shall be four regular meetings of the Committee each year. The Committee or its Chair may call additional meetings as each deems appropriate. 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 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.
______________________ 1Includes Principal Funds, Inc., Principal Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds.
· | Notice. Notice shall be given as provided for meetings of the Board of Directors of the Principal Funds.
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C-1
· | 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.
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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. · | Action by Vote. When a quorum is present at any meeting, a majority of Committee members may take any action.
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· | 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.
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· | 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.
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· | 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: Board Membership and Functions Periodically review the composition of the Board and consider whether additional members are needed · | Periodically review the composition ofIdentify and evaluate director/trustee candidates and recommend individuals for membership on the Board and consider whether additional members are needed |
Nominate the Lead Independent Director/Trustee of the Board · | Identify and evaluate director candidates and recommend individuals for membership on the Board | Periodically review Independent Director/Trustee compensationReview internal auditor annual reports of Directors’/Trustees’ expense records Formulate a Director/Trustee retirement policy - 42 -Oversee the Boards’ annual evaluation of its performance and the performance of its committees
Oversee the development and implementation of orientation for new Directors/Trustees Periodically review the Board’s governance policies and procedures
· | 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 · | 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, except to the extent a committee’s members are established by its charter.
· | 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. |
APPENDIX D
FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
The Form of the Amended Articles set forth below has been marked to show changes from the current Articles. The provisions of Article V that list the Funds and the authorized shares for each share class of each Fund have been omitted.
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 of the laws of Maryland.
ARTICLE II
Name
The name of the corporation is Principal Variable Contracts FundFunds, Inc. hereinafter called the "Corporation."
ARTICLE III
Corporate Purposes and Powers
The Corporation is formed for the following purposes:
(1) To conduct 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, dispose of, resell, transfer, reissue or cancel (all without the vote or consent of the stockholders of the Corporation) shares of its capital stock, in any manner and to the extent now or hereafter permitted by law and by these Articles of Incorporation.
(5) To do any and all additional acts and 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.
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 clausejoint allocation agreement.
At least annually, review the Funds’ directors/trustees and officers and errors and omissions insurance coverage for appropriateness of this or any other articlethe type and amount of these Articles of Incorporation or of any amendment thereto, and shall each be regarded as independent, and construed as powerscoverage as well as objects and purposes.the premium. Review the terms of any joint allocation agreement.
The Corporation shall be authorized to exerciseLegal Matters
Oversee the legal counsel for the independent directors/trustees and enjoy all of the powers, rights and privileges granted to, or conferred upon, corporations of a similar character 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.such counsel’s independence As needed, review Fund litigation matters
ARTICLE IV
Principal Office and Resident AgentC-2
The post office addressOther Responsibilities
Report activities to the Boards of Directors/Trustees on a regular basis. Maintain communication with counsel for independent directors/trustees. Investigate any other matter bought to its attention within the principal officescope of its duties, with 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, conversionretain legal, accounting or other rights, voting powers, restrictions, limitationsexperts 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 to dividends, qualifications, and terms and conditions of redemption as shall be fixed and determined from time to time bythe Committee or the Board of Directors. Indeems necessary or appropriate.
![slide1](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac001.jpg) PROXY TABULATOR P.O. BOX 9112 To vote by Internet FARMINGDALE, NY 11735 1) Read the event of establishment of classes Unless otherwiseProxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided in these Articles of Incorporation oron the website. To vote by Telephone 1) Read the Board of Directors when establishing a class, each class of a series shall represent interestsProxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the assets belongingenvelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E58530-P19704 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF For Withhold For All To withhold authority to that seriesvote for any individual THE FOLLOWING: All All Except nominee(s), mark "For All Except" and have identical voting, dividend, liquidation and other rights andwrite the same terms and conditions as any other classname(s) of the series, except that expenses allocated tonominee(s) on 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 rights with respect to matters affecting only that class. . Expenses related to the distribution of, and other identified expenses that should properly be allocated to, the shares of 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 determined by the Board of Directors) and cause differences in the net asset value attributable to, and the dividend, redemption and liquidation rights of, the shares of each series or class. Subject to the authorityline below. 1. Election of the Board of Directors to increase(Shareholders of all Accounts). Independent Directors and decrease the number of,Nominees: ! ! ! 01) Elizabeth Ballantine 06) Tao Huang 02) Leroy T. Barnes, Jr. 07) Karen McMillan 03) Craig Damos 08) Elizabeth A. Nickels 04) Mark A. Grimmett 09) Mary M. VanDeWeghe 05) Fritz S. Hirsch Interested Director 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 SharesNominees: 10) Michael J. Beer 11) Timothy M. Dunbar 12) Patrick G. Halter 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
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 into 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 liquidationAgainst Abstain 2. Approval of the Corporation, but excludingability of Principal Global Investors, LLC to enter into and/or materially amend agreements with wholly-owned affiliated sub-advisors, as defined in the right to receive a stock certificate representing fractional shares.
(b) The holder of each share of stockproposal, on behalf 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 required by the Maryland General Corporation Law or 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 providing for the establishment 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 received by the Corporation for the issue 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 allocated 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 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 class 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
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 Account without obtaining 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(Group A Accounts, 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 stockthe proposal, only). ! ! ! 3. Approval of the Corporation shall do so, subjectability of Principal Global Investors, LLC to enter into and/or materially amend agreements with majority-owned affiliated sub-advisors, as defined in the condition and understanding that the provisionsproposal, on behalf of the Corporation's Articles of Incorporation,Account without obtaining shareholder approval (Group A Accounts, 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
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.
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 Board of Directors, in each case upon such terms as shall be established by the Board of Directors. Any such account fee may be satisfied by the Corporation by redeeming the requisite number of shares in any such account in the amount of such fee.
Section 5.10. Conversion of Shares by Stockholders and by the Corporation: Subject to compliance with the Investment Company Act of 1940 and applicable laws and regulations, the Board of Directors 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 conditions 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 Board of Directors, based 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 holders of the series or classes to 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 deposited in the mail, at least thirty days prior to such redemption. If mailed, the notice shall be addressed to the stockholder at his post office address as shown on the books of the Corporation, 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
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
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 of the shareholders stockholders, to the extent consistent with applicable laws and regulation 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 of 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
● 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 Articlesthe proposal, only). ! ! ! 4a. Approval of Incorporation, of any outstanding capital stock. "Articles of Incorporation" or "these Articles of Incorporation" as used herein and inan amended fundamental investment restriction relating to commodities for the bylaws of the Corporation shall be deemed to mean these Articles of Incorporation as from time to time amended or restated.
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 10.3Account (each Account). 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.
[FORM 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-______, 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.
|
PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. – [NAME OF FUND]
DES MOINES, IOWA 50392-0200
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
APRIL 4, 2012
The undersigned hereby instructs [Name of Insurance Company] (the “Insurance Company”) to vote all shares of Principal Variable Contracts Funds, Inc. that are attributable to his or her variable annuity or variable life insurance contract at the Special Meeting of Shareholders to be held April 4, 2012 at 10:00 a.m., Central Time, and any adjournments thereof, as indicated below or in the discretion of the Insurance Company upon! ! ! Transact such other mattersbusiness as may properly come before the Meeting.Meeting or any adjournments or postponements thereof. THANK YOU FOR VOTING. PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. Note: Please sign this proxy as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
![slide2](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac002.jpg) Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on April 25, 2019: www.proxyvote.com E58531-P19704 PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. JOINT ANNUAL MEETING OF SHAREHOLDERS April 25, 2019 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned holder of shares of beneficial interest of the Fund referenced above (the "Fund"), hereby appoints Michael J. Beer, Laura B. Latham, Britney L. Schnathorst, Adam U. Shaikh, Beth C. Wilson, and Clint L. Woods and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders of each series of Principal Variable Contracts Funds, Inc., Principal Funds, Inc., and Principal Exchange-Traded Funds to be held at 655 9th Street, Des Moines, Iowa 50392 on April 25, 2019 at 10:00 a.m. Central Time, and at any and all adjournments or postponements thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF JOINT ANNUAL MEETING AND PROXY STATEMENT. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND PROMPTLY RETURN IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S.
![slide3](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac003.jpg) PROXY TABULATOR P.O. BOX 9112 To vote by Internet FARMINGDALE, NY 11735 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the reverse side of thisproxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E58532-P19704 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF For Withhold For All To withhold authority to vote for any individual THE FOLLOWING: All All Except nominee(s), mark "For All Except" and write the name(s) of the nominee(s) on the line below. 1. Election of the Board of Directors (Shareholders of all Accounts). Independent Directors and Nominees: ! ! ! 01) Elizabeth Ballantine 06) Tao Huang 02) Leroy T. Barnes, Jr. 07) Karen McMillan 03) Craig Damos 08) Elizabeth A. Nickels 04) Mark A. Grimmett 09) Mary M. VanDeWeghe 05) Fritz S. Hirsch Interested Director and Nominees: 10) Michael J. Beer 11) Timothy M. Dunbar 12) Patrick G. Halter For Against Abstain For Against Abstain 2. Approval of the ability of Principal Global Investors, LLC 4a. Approval of an amended fundamental investment to enter into and/or materially amend agreements with ! ! ! restriction relating to commodities for the Account (each ! ! ! wholly-owned affiliated sub-advisors, as defined in the Account). proposal, on behalf of the Account without obtaining shareholder approval (Group A Accounts, as set forth in 4b. Approval of an amended fundamental investment the proposal, only). restriction relating to concentration for the Account ! ! ! 3. Approval of the ability of Principal Global Investors, LLC (Group B Accounts, as set forth in the proposal, only). to enter into and/or materially amend agreements with majority-owned affiliated sub-advisors, as defined in the ! ! ! Transact such other business as may properly come before proposal, on behalf of the Account without obtaining the Meeting or any adjournments or postponements thereof. shareholder approval (Group A Accounts, as set forth in the proposal, only). THANK YOU FOR VOTING. PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. Note: Please sign exactlythis proxy as your name appears. Your signature acknowledges receiptappears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
![slide4](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac004.jpg) Important Notice Regarding the Availability of SpecialProxy Materials for the Joint Annual Meeting of Shareholders to be Held on April 25, 2019: www.proxyvote.com E58533-P19704 PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. JOINT ANNUAL MEETING OF SHAREHOLDERS April 25, 2019 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned holder of shares of beneficial interest of the Fund referenced above (the "Fund"), hereby appoints Michael J. Beer, Laura B. Latham, Britney L. Schnathorst, Adam U. Shaikh, Beth C. Wilson, and Clint L. Woods and each of them, with full power of substitution and revocation, as proxies to represent the Proxy Statement, both dated January 25, 2012. Shares will be voted as you instruct. If no direction is made, voting will be FORundersigned at the proposals listed on the reverse side.
These voting instructions are solicited by the Insurance Company in connection with the solicitationJoint Annual Meeting of proxies by the BoardShareholders of Directorseach series of Principal Variable Contracts Funds, Inc.
Date________________, 2012
————————————-
Signature(s) (if, Principal Funds, Inc., and Principal Exchange-Traded Funds to be held jointly)
NOTE:at 655 9th Street, Des Moines, Iowa 50392 on April 25, 2019 at 10:00 a.m. Central Time, and at any and all adjournments or postponements thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF JOINT ANNUAL MEETING AND PROXY STATEMENT. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS VOTING INSTRUCTIONS CARD. PLEASE MARK, SIGN,VOTE, DATE AND MAIL YOUR CARDSIGN ON THE REVERSE SIDE HEREOF AND PROMPTLY RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If shares are held jointly, either partyNO POSTAGE REQUIRED IF MAILED IN THE U.S.
![slide5](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac005.jpg) PROXY TABULATOR P.O. BOX 9112 To vote by Internet FARMINGDALE, NY 11735 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E58534-P19704 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF For Withhold For All To withhold authority to vote for any individual THE FOLLOWING: All All Except nominee(s), mark "For All Except" and write the name(s) of the nominee(s) on the line below. 1. Election of the Board of Directors (Shareholders of all Accounts). Independent Directors and Nominees: ! ! ! 01) Elizabeth Ballantine 06) Tao Huang 02) Leroy T. Barnes, Jr. 07) Karen McMillan 03) Craig Damos 08) Elizabeth A. Nickels 04) Mark A. Grimmett 09) Mary M. VanDeWeghe 05) Fritz S. Hirsch Interested Director and Nominees: 10) Michael J. Beer 11) Timothy M. Dunbar 12) Patrick G. Halter For Against Abstain For Against Abstain 2. Approval of the ability of Principal Global Investors, LLC 4a. Approval of an amended fundamental investment to enter into and/or materially amend agreements with ! ! ! restriction relating to commodities for the Account (each ! ! ! wholly-owned affiliated sub-advisors, as defined in the Account). proposal, on behalf of the Account without obtaining shareholder approval (Group A Accounts, as set forth in 4c. Approval of an amended fundamental investment the proposal, only). restriction relating to concentration for the Account ! ! ! 3. Approval of the ability of Principal Global Investors, LLC (Group C Accounts, as set forth in the proposal, only). to enter into and/or materially amend agreements with majority-owned affiliated sub-advisors, as defined in the ! ! ! Transact such other business as may properly come before proposal, on behalf of the Account without obtaining the Meeting or any adjournments or postponements thereof. shareholder approval (Group A Accounts, as set forth in the proposal, only). THANK YOU FOR VOTING. PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. Note: Please sign this proxy as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If executed by a corporation, this signature should be that of an authorized officer must sign. Executors, administratorswho should state his or her title. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
![slide6](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac006.jpg) Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on April 25, 2019: www.proxyvote.com E58535-P19704 PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. JOINT ANNUAL MEETING OF SHAREHOLDERS April 25, 2019 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned holder of shares of beneficial interest of the Fund referenced above (the "Fund"), hereby appoints Michael J. Beer, Laura B. Latham, Britney L. Schnathorst, Adam U. Shaikh, Beth C. Wilson, and trustees should so indicate when signing.Clint L. Woods and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders of each series of Principal Variable Contracts Funds, Inc., Principal Funds, Inc., and Principal Exchange-Traded Funds to be held at 655 9th Street, Des Moines, Iowa 50392 on April 25, 2019 at 10:00 a.m. Central Time, and at any and all adjournments or postponements thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF JOINT ANNUAL MEETING AND PROXY STATEMENT. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND PROMPTLY RETURN IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S.
![slide7](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac007.jpg) Please fillPROXY TABULATOR P.O. BOX 9112 To vote by Internet FARMINGDALE, NY 11735 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in boxes as shown using black or blue ink. PLEASE DO NOT USE FINE POINT PENS.
Thethe envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E58536-P19704 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF For Withhold For All To withhold authority to vote for any individual THE FOLLOWING: All All Except nominee(s), mark "For All Except" and write the name(s) of the nominee(s) on the line below. 1. Election of the Board of Directors unanimously recommends voting FOR the election(Shareholders of all nominees forAccounts). Independent Directors and Nominees: ! ! ! 01) Elizabeth Ballantine 06) Tao Huang 02) Leroy T. Barnes, Jr. 07) Karen McMillan 03) Craig Damos 08) Elizabeth A. Nickels 04) Mark A. Grimmett 09) Mary M. VanDeWeghe 05) Fritz S. Hirsch Interested Director and FOR all Proposals. SignNominees: 10) Michael J. Beer 11) Timothy M. Dunbar 12) Patrick G. Halter For Against Abstain 4a. Approval of an amended fundamental investment restriction relating to commodities for the voting instruction card and return itAccount (each Account). ! ! ! 4c. Approval of an amended fundamental investment restriction relating to concentration for the Account (Group C Accounts, as soon as possibleset forth in the enclosed envelope.proposal, ! ! ! only). Transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. THANK YOU FOR VOTING. PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. Note: Please sign this proxy as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
![slide8](https://capedge.com/proxy/PRE 14A/0000012601-19-000015/principalvariablecontrac008.jpg) Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on April 25, 2019: www.proxyvote.com E58537-P19704 PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. JOINT ANNUAL MEETING OF SHAREHOLDERS April 25, 2019 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned holder of shares of beneficial interest of the Fund referenced above (the "Fund"), hereby appoints Michael J. Beer, Laura B. Latham, Britney L. Schnathorst, Adam U. Shaikh, Beth C. Wilson, and Clint L. Woods and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders of each series of Principal Variable Contracts Funds, Inc., Principal Funds, Inc., and Principal Exchange-Traded Funds to be held at 655 9th Street, Des Moines, Iowa 50392 on April 25, 2019 at 10:00 a.m. Central Time, and at any and all adjournments or postponements thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF JOINT ANNUAL MEETING AND PROXY STATEMENT. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND PROMPTLY RETURN IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S.
PROPOSALS
1 | Election of Fourteen Directors | FOR
ALL
| WITHHOLD
ALL
| FOR ALL
EXCEPT
| | Elizabeth Ballantine; Michael J. Beer; Leroy T. Barnes; 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 Pavlevich. | ¨
| ¨
| ¨
| | | | | | | TO WITHHOLD AUTHORITY TO VOTE FOR A PARTICULAR NOMINEE, MARK “FOR ALL EXCEPT” AND WRITE THE NOMINEE’S NAME BELOW.
________________
| | | | | | FOR
| AGAINST | ABSTAIN | 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
| ¨ | ¨ | ¨ |
|