EXHIBIT (H)(4)
ADMINISTRATIVE SERVICES AGREEMENT FOR CASH RESERVE PORTFOLIO
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ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of May 1, 1999, by and between
Principal Preservation Portfolios, Inc., a Maryland corporation (the
"Corporation"), and X.X. Xxxxxxx and Company,, a Wisconsin corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended
(collectively with the rules and regulations promulgated thereunder, the "1940
Act");
WHEREAS, the authorized shares of Common Stock (par value $0.001 per share) of
the Corporation (the "Shares") are divided into separate series, including
those specified on Schedule A hereto (the "Series"); and
WHEREAS, the Corporation wishes to engage the Administrator to provide certain
administrative and management services, and the Administrator is willing to
provide such administrative and management services to the Corporation and the
Series, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. Duties of the Administrator. Subject to the general direction and
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control of the Board of Directors of the Corporation, the Administrator shall
perform such administrative and management services as may from time to time
be reasonably requested by the Corporation with respect to the Series
specified on Schedule A hereto, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Corporation and for performing the
administrative and management functions herein set forth; (b) arranging, if
desired by the Corporation, for directors, officers and employees of the
Administrator to serve as directors, officers or agents of the Corporation if
duly elected or appointed to such positions and subject to their individual
consent and to any limitations imposed by law; (c) supervising the overall
administration of the Corporation, including negotiation of contracts and fees
with and the monitoring of performance and xxxxxxxx of the Corporation's
independent contractors or agents; (d) preparing and, if applicable, filing
all documents required for compliance by the Corporation with applicable laws
and regulations, including registration statements, registration fee filings,
prospectuses and statements of additional information, semi-annual and annual
reports to shareholders, proxy statements and tax returns; (e) preparation of
agendas and supporting documents for and minutes of meetings of the Board of
Directors, committees thereof and shareholders; and (f) maintaining books and
records of the Corporation. In the performance of its duties under this
Agreement, the Administrator will comply with the provisions of the Articles
of Incorporation and By-Laws of the Corporation and the stated investment
objective, policies and restrictions of the respective Series, and will use
its best efforts to safeguard and promote the welfare of the Corporation, and
to comply with other policies which the Board of Directors may from time to
time determine. Notwithstanding the foregoing, the Administrator shall not
be deemed to have assumed any duties with respect to, and shall not be
responsible for, the management of the Corporation's assets or the rendering
of investment advice and supervision with respect thereto or the distribution
of Shares of the Series, nor shall the Administrator be deemed to have assumed
or have any responsibility with respect to functions specifically assumed by
any transfer agent, custodian or shareholder servicing agent of the
Corporation, or for any service whatsoever to any series of the Corporation
other than those specified on Schedule A hereto.
2. Books and Records. In compliance with the requirements of Rule 31a-3
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under the 1940 Act, the Administrator hereby agrees that all records which it
maintains for the Corporation are the property of the Corporation and further
agrees to surrender promptly to the Corporation any such records upon the
Corporation's request.
3. Liaison with Accountants. The Administrator shall act as liaison with
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the Corporation's independent public accountants and shall provide, upon
request, account analyses, fiscal year summaries and other audit-related
schedules. The Administrator shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as such may be required by the Corporation from time to
time.
4. Allocation of Charges and Expenses. The Administrator shall pay the
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entire salaries and wages of all of the Corporation's directors, officers and
agents who devote part or all of their time to the affairs of the
Administrator or its affiliates, and the wages and salaries of such persons
shall not be deemed to be expenses incurred by the Corporation for purposes of
this Section 4. Except as provided in the foregoing sentence, the
Administrator shall not pay other expenses relating to the Corporation
including, without limitation, compensation of directors not affiliated with
the Administrator; governmental fees; interest charges; taxes; membership dues
in the Investment Company Institute allocable to the Corporation; fees and
expenses of the Corporation's independent auditors, of legal counsel and of
any transfer agent, distributor, shareholder servicing agent, registrar or
dividend disbursing agent of the Corporation; expenses of distributing and
redeeming Shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses and statements of additional information,
reports, notices, proxy statements and reports to shareholders and
governmental officers and commissions; expenses of preparing and mailing
agendas and supporting documents for meetings of the Board of Directors and
committees thereof; expenses connected with the execution, recording and
settlement of portfolio security transactions; insurance premiums; fees and
expenses of the Corporation's custodian for all services to the Corporation,
including safekeeping of funds and securities and maintaining required books
and accounts; expenses of calculating the net asset value of Shares of the
Corporation; expenses of shareholder meetings; and expenses relating to the
issuance, registration and qualification of Shares of the Corporation.
5. Compensation of Administrator. For the services to be rendered and
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the facilities to be provided by the Administrator hereunder, the Corporation
shall pay to the Administrator an administrative fee for each Series as
specified on Schedule A hereto.
6. Limitation of Liability of the Administrator. The Administrator shall
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not be liable for any error of judgment or mistake of law or for any act or
omission in the administration or management of the Corporation or the
performance of its duties hereunder, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of the
reckless disregard of its obligations and duties hereunder. As used in this
Section 6, the term "Administrator" shall include Xxxxxxx Asset Management,
Inc. and/or any of its affiliates and the directors, officers and employees of
Xxxxxxx Asset Management, Inc. and/or any of its affiliates.
7. Activities of the Administrator. The services of the Administrator to
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the Corporation are not to be deemed to be exclusive, the Administrator being
free to render administrative and/or other services to other parties. It is
understood that directors, officers, and shareholders of the Corporation are
or may become interested in the Administrator and/or any of its affiliates, as
directors, officers, employees, or otherwise, and that directors, officers and
employees of the Administrator and/or any of its affiliates are or may become
similarly interested in the Corporation and that the Administrator and/or any
of its affiliates may be or become interested in the Corporation as a
shareholder or otherwise.
8. Termination. This Agreement may be terminated at any time, without
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the payment of any penalty, by either party, in each case on not more than 60
days' nor less than 30 days' written notice to the other party.
9. Subcontracting by the Administrator. The Administrator may
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subcontract for the performance of its obligations hereunder with any one or
more persons; provided, however, that the Administrator shall not enter into
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any such subcontract unless the Board of Directors of the Corporation shall
have approved such subcontract and found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted and provided,
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further, that, unless the Corporation otherwise expressly agrees in writing,
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the Administrator shall be as fully responsible to the Corporation for the
acts and omissions of any subcontractor as it would be for its own acts or
omissions.
10. Further Actions. Each party agrees to perform such further acts and
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execute such further documents as are necessary to effectuate the purposes
hereof.
11. Amendments. No provision of this Agreement may be changed, waived,
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discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought and no material amendment of this Agreement shall be
effective until approved by vote of the holders of a majority of the
outstanding voting securities of the Corporation or the Series, as the case
may be.
12. Governing Law. This Agreement shall be construed and governed by the
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laws of the State of Wisconsin.
13. Miscellaneous. This Agreement embodies the entire agreement and
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understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in
this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. Should any part of this Agreement be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding and
shall inure to the benefit of the parties hereto and their respective
successors, to the extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
By: ---------------------------------------
Xxxxxx X. Xxxxxxxxx, President
X.X. XXXXXXX AND COMPANY
By: ---------------------------------------
Xxxxxx X. Xxxxxxxxx, Senior Vice President
SCHEDULE A
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SERIES EFFECTIVE DATE COMPENSATION
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1. Cash Reserve Portfolio May 1, 1999 At an annual rate of 0.15% of
average daily net assets up to
$200 million, and 0.10% of
such assets over $200 million,
to a flat rate of 0.15% of
average daily net assets.
