PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. SUB-ADVISORY AGREEMENT CLEARBRIDGE ADVISORS, LLC SUB-ADVISED FUNDS
PRINCIPAL VARIABLE CONTRACTS FUNDS, INC. | ||
SUB-ADVISORY AGREEMENT | ||
CLEARBRIDGE ADVISORS, LLC SUB-ADVISED FUNDS | ||
AGREEMENT executed as of October 1, 2009, by and between PRINCIPAL MANAGEMENT CORPORATION, an Iowa | ||
corporation (hereinafter called "the Manager"), and CLEARBRIDGE ADVISORS, LLC, a Delaware limited liability | ||
company (hereinafter called “the Sub-Advisor). | ||
W I T N E S S E T H: | ||
WHEREAS, the Manager is the manager and investment adviser to each Fund of the Principal Variable Contracts | ||
Funds, Inc., (the "Fund"), an open-end management investment company registered under the Investment Company Act | ||
of 1940, as amended (the "1940 Act"); and | ||
WHEREAS, the Manager desires to retain the Sub-Advisor to furnish it with portfolio selection in connection with the | ||
investment advisory services for each series identified in Appendix A ( hereinafter called the “Series”), which the | ||
Manager has agreed to provide to the Fund, and the Sub-Advisor desires to furnish such services; and | ||
WHEREAS, The Manager has furnished the Sub-Advisor with copies properly certified or authenticated of each of the | ||
following and will promptly provide the Sub-Advisor with copies properly certified or authenticated of any amendment or | ||
supplement thereto: | ||
(a) | Management Agreement (the "Management Agreement") with the Fund; | |
(b) | The Fund's most recent registration statement and financial statements as filed with the Securities and | |
Exchange Commission; | ||
(c) | The Fund's Articles of Incorporation and By-laws; | |
(d) | Policies, procedures or instructions adopted or approved by the Board of Directors of the Fund relating to | |
obligations and services provided by the Sub-Advisor. | ||
NOW, THEREFORE, in consideration of the premises and the terms and conditions hereinafter set forth, the parties | ||
agree as follows: | ||
1. | Appointment of Sub-Advisor | |
In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor | ||
to perform the services described in Section 2 below for investment and reinvestment of the securities and other | ||
assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for | ||
the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to | ||
furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all | ||
purposes herein be deemed to be an independent contractor and shall, except as expressly provided or | ||
authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be | ||
deemed an agent of the Fund or the Manager. | ||
2. | Obligations of and Services to be Provided by the Sub-Advisor | |
The Sub-Advisor will: | ||
(a) | Provide investment advisory services, including but not limited to research, advice and supervision for the | |
Series. | ||
(b) | Furnish to the Board of Directors of the Fund for approval (or any appropriate committee of such Board), | |
and revise from time to time as economic conditions require, a recommended investment program for the | ||
Fund consistent with the Series’ investment objective and policies. | ||
(c) | Implement the approved investment program by placing orders for the purchase and sale of securities | |
without prior consultation with the Manager and without regard to the length of time the securities have | ||
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been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions | |
of the Fund's Articles of Incorporation and Bylaws, the requirements of the 1940 Act, as each of the same | |
shall be from time to time in effect. | |
(d) | Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are |
reasonably necessary or appropriate to carry out the decisions of its Board of Directors, and any | |
appropriate committees of such Board, regarding the general conduct of the investment business of the | |
Series. | |
(e) | Maintain, in connection with the Sub-Advisor’s investment advisory services provided to the Series, its |
compliance with the 1940 Act and the regulations adopted by the Securities and Exchange Commission | |
thereunder and the Series’ investment strategies and restrictions as stated in the Fund’s prospectus and | |
statement of additional information, subject to receipt of such additional information as may be required | |
from the Manager and provided in accordance with Section 11(d) of this Agreement. The Sub-Advisor has | |
no responsibility for the maintenance of Fund records except insofar as is directly related to the services it | |
provides to the Series. | |
(f) | Report to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may |
reasonably deem appropriate in order to enable it to determine that the investment policies, procedures | |
and approved investment program of the Series are being observed. | |
(g) | Upon request, provide assistance in the determination of the fair value of certain securities when reliable |
market quotations are not readily available for purposes of calculating net asset value in accordance with | |
procedures and methods established by the Fund's Board of Directors. | |
(h) | Furnish, at its own expense, (i) all necessary investment and management facilities, including salaries of |
clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, | |
including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties | |
under this Agreement. | |
(i) | Open accounts with broker-dealers and futures commission merchants (“broker-dealers”), select broker- |
dealers to effect all transactions for the Series, place all necessary orders with broker-dealers or issuers | |
(including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with | |
applicable law, purchase or sell orders for the Series may be aggregated with contemporaneous purchase | |
or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or | |
purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the | |
manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to | |
the Fund and to other clients. The Manager recognizes that, in some cases, this procedure may limit the | |
size of the position that may be acquired or sold for the Series. The Sub-Advisor will report on such | |
allocations at the request of the Manager, the Fund or the Fund’s Board of Directors providing such | |
information as reasonably requested concerning the number of aggregated trades to which the Series | |
was a party, the broker-dealers to whom such trades were directed and the basis for the allocation for the | |
aggregated trades. The Sub-Advisor shall use its best efforts to obtain execution of transactions for the | |
Series at prices which are advantageous to the Series and at commission rates that are reasonable in | |
relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that | |
they provide brokerage, research or other services or products to the Sub-Advisor. To the extent | |
consistent with applicable law, the Sub-Advisor may pay a broker or dealer an amount of commission for | |
effecting a securities transaction in excess of the amount of commission or dealer spread another broker | |
or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that | |
such amount of commission is reasonable in relation to the value of the brokerage and research products | |
and/or services provided by such broker or dealer. This determination, with respect to brokerage and | |
research products and/or services, may be viewed in terms of either that particular transaction or the | |
overall responsibilities which the Sub-Advisor and its affiliates have with respect to the Series as well as to | |
accounts over which they exercise investment discretion. Not all such services or products need be used | |
by the Sub-Advisor in managing the Series. In addition, joint repurchase or other accounts may not be | |
utilized by the Series except to the extent permitted under any exemptive order obtained by the Sub- | |
Advisor provided that all conditions of such order are complied with. |
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(j) | Maintain all accounts, books and records with respect to the Series as are required of an investment | |
advisor of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940 | ||
(the “Investment Advisers Act”), and the rules thereunder, and furnish the Fund and the Manager with such | ||
periodic and special reports as the Fund or Manager may reasonably request. In compliance with the | ||
requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it | ||
maintains for the Series are the property of the Fund, agrees to preserve for the periods described by Rule | ||
31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained | ||
by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it | ||
maintains for the Series upon request by the Fund or the Manager. Notwithstanding anything else in this | ||
paragraph, the Fund and the Manager agree that the Sub-Advisor may retain copies of any of the | ||
foregoing records to the extent required by the 1940 Act or the Investment Advisers Act. | ||
(k) | Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor’s Code of Ethics adopted | |
pursuant to that Rule as the same may be amended from time to time. The Manager acknowledges | ||
receipt of a copy of Sub-Advisor’s current Code of Ethics. Sub-Advisor shall promptly forward to the | ||
Manager a copy of any material amendment to the Sub-Advisor’s Code of Ethics. | ||
(l) | From time to time as the Manager or the Fund may request, furnish the requesting party reports on | |
portfolio transactions and reports on investments held by the Series, all in such detail as the Manager or | ||
the Fund may reasonably request. The Sub-Advisor will make available its officers and employees to meet | ||
with the Fund’s Board of Directors at the Fund’s principal place of business on due notice to review the | ||
investments of the Series. | ||
(m) | Provide such information as is customarily provided by a sub-advisor and may be required for the Fund or | |
the Manager to comply with their respective obligations under applicable laws, including, without limitation, | ||
the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Investment Advisers Act, | ||
the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule | ||
or regulation thereunder. Manager acknowledges receipt of Sub-Advisor’s Form ADV more than 48 hours | ||
prior to the execution of this Agreement. | ||
(n) | Perform quarterly and annual tax compliance tests to monitor the Series’ compliance with Subchapter M of | |
the Code and Section 817(h) of the Code, subject to receipt of such additional information as may be | ||
required from the Manager and provided in accordance with Section 11(d) of this Agreement. The | ||
Sub-Advisor shall notify the Manager immediately upon having a reasonable basis for believing that the | ||
Series has ceased to be in compliance or that it might not be in compliance in the future. If it is determined | ||
that the Series is not in compliance with the requirements noted above, the Sub-Advisor, in consultation | ||
with the Manager, will take prompt action to bring the Series back into compliance (to the extent possible) | ||
within the time permitted under the Code. | ||
(o) | Have the responsibility and authority to vote proxies solicited by, or with respect to, the issuers of securities | |
held in the Series in accordance with the Sub-Advisor’s proxy voting policies. The Manager shall cause to | ||
be forwarded to Sub-Advisor all proxy solicitation materials that it receives and shall assist Sub-Advisor in | ||
its efforts to conduct the proxy voting process. | ||
3. | Prohibited Conduct | |
In providing the services described in this agreement, the Sub-Advisor will not consult with any other investment | ||
advisory firm that provides investment advisory services to any investment company sponsored by Principal Life | ||
Insurance Company regarding transactions for the Fund in securities or other assets. | ||
4. | Compensation | |
As full compensation for all services rendered and obligations assumed by the Sub-Advisor hereunder with | ||
respect to the Fund, the Manager shall pay the compensation specified in Appendix A to this Agreement. | ||
5. | Liability of Sub-Advisor | |
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Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the | |
Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error | |
of judgment made in the good faith exercise of the Sub-Advisor's duties under this Agreement or as a result of | |
the failure by the Manager or any of its affiliates to comply with the terms of this Agreement except for losses | |
resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of | |
the Sub-Advisor or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the | |
Sub-Advisor), or affiliates. | |
6. | Indemnification |
The Manager agrees to indemnify and hold harmless the Sub-Advisor from and against any and all claims, | |
losses, liabilities or damages (including reasonable attorneys’ fees and other related expenses), (“Losses”) | |
howsoever arising, from or in connection with this Agreement or the performance by the Sub-Advisor of its | |
duties hereunder, so long as the Sub-Advisor shall, after receipt of notice of any claim or commencement of any | |
action, promptly notify the Manager in writing of the claim or commencement of such action. The Manager shall | |
not be liable for any settlement of any claim or action effected without its written consent. Nothing contained | |
herein shall require the Manager to indemnify the Sub-Advisor for Losses resulting from the Sub-Advisor’s willful | |
misfeasance, bad faith or gross negligence in the performance of its duties or from its reckless disregard of its | |
obligations and duties under this Agreement. | |
7. | Supplemental Arrangements |
The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with | |
unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the | |
provision of certain personnel and facilities to the Sub- Advisor. Arrangements with unaffiliated third parties | |
shall be subject to written notification to and approval of the Manager and, where required by applicable law, the | |
Board of Directors of the Fund. | |
8. | Regulation |
The Sub-Advisor shall submit to all regulatory and administrative bodies having jurisdiction over the services | |
provided pursuant to this Agreement any information, reports or other material which any such body may | |
request or require pursuant to applicable laws and regulations. | |
9. | Duration and Termination of This Agreement |
This Agreement shall become effective as of the date of its execution and, unless otherwise terminated, shall | |
continue in effect for a period of two years and thereafter from year to year provided that the continuance is | |
specifically approved at least annually either by the Board of Directors of the Fund or by a vote of a majority of | |
the outstanding voting securities of the Series and in either event by a vote of a majority of the Board of | |
Directors of the Fund who are not interested persons of the Manager, Principal Life Insurance Company, the | |
Sub-Advisor or the Fund cast in person at a meeting called for the purpose of voting on such approval. | |
If the shareholders of a Series fail to approve the Agreement or any continuance of the Agreement in | |
accordance with the requirements of the 1940 Act, the Sub-Advisor will continue to act as Sub-Advisor with | |
respect to the Series pending the required approval of the Agreement or its continuance or of any contract with | |
the Sub-Advisor or a different manager or Sub-Advisor or other definitive action; provided, that the | |
compensation received by the Sub-Advisor in respect to the Series during such period is in compliance with | |
Rule 15a-4 under the 1940 Act. | |
This Agreement may be terminated at any time without the payment of any penalty by the Board of Directors of | |
the Fund or by the Sub-Advisor, the Manager or by vote of a majority of the outstanding voting securities of the | |
Series on sixty days written notice. This Agreement shall automatically terminate in the event of its assignment. | |
In interpreting the provisions of this Section 9, the definitions contained in Section 2(a) of the 1940 Act | |
(particularly the definitions of "interested person," "assignment" and "voting security") shall be applied. | |
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10. Amendment of this Agreement | ||
No material amendment of this Agreement shall be effective until approved, if required by the 1940 Act or the | ||
rules, regulations, interpretations or orders issued thereunder, by vote of the holders of a majority of the | ||
outstanding voting securities of the Series and by vote of a majority of the Board of Directors of the Fund who | ||
are not interested persons of the Manager, the Sub-Advisor, Principal Life Insurance Company or the Fund cast | ||
in person at a meeting called for the purpose of voting on such approval, and such amendment is signed by | ||
both parties. | ||
11. General Provisions | ||
(a) | Each party agrees to perform such further acts and execute such further documents as are necessary to | |
effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and | ||
governed by the laws of the State of Iowa. The captions in this Agreement are included for convenience | ||
only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or | ||
effect. | ||
(b) | Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage pre-paid to | |
the other party at such address as such other party may designate for the receipt of such notices. Until | ||
further notice to the other party, it is agreed that the address of the Manager for this purpose shall be | ||
Principal Financial Group, Xxx Xxxxxx, Xxxx 00000-0000, and the address of the Sub-Advisor shall be 000 | ||
0xx Xxxxxx, 00xx XX, Xxx Xxxx, Xxx Xxxx 00000 | ||
(c) | The Sub-Advisor will promptly notify the Manager in writing of the occurrence of any of the following events: | |
(1) | the Sub-Advisor fails to be registered as an investment adviser under the Investment Advisers Act or | |
under the laws of any jurisdiction in which the Sub-Advisor is required to be registered as an investment | ||
advisor in order to perform its obligations under this Agreement. | ||
(2) | the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or | |
investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the | ||
Fund. | ||
(d) | The Manager shall provide (or cause the Series custodian to provide) timely information to the Sub-Advisor | |
regarding such matters as the composition of the assets of the Series, cash requirements and cash | ||
available for investment in the Series, and all other reasonable information as may be necessary for the | ||
Sub-Advisor to perform its duties and responsibilities hereunder. | ||
(e) | This Agreement contains the entire understanding and agreement of the parties. | |
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first above written. |
PRINCIPAL MANAGEMENT CORPORATION |
By /s/ Xxxx Xxxxxxx |
Xxxx Xxxxxxx, President |
CLEARBRIDGE ADVISORS, LLC |
By /s/ Xxxxxxxx Xxxxxx |
Xxxxxxxx X. Xxxxxx, Managing Director, Chief Operating Officer |
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XXXXXXXX | |
Xxxxxxxxxxx Advisors, LLC (“Clearbridge”) shall serve as an investment sub-advisor for the Series identified below. The | |
Manager will pay Clearbridge, as full compensation for all services provided under this Agreement, a fee, computed daily | |
and paid monthly, at an annual rate as shown below of the Series’ net assets as the first day of each month allocated to | |
Clearbridge’s management, provided however cash and cash equivalents shall be included in the Series net assets | |
calculation up to a maximum of 1.00% of the Series net assets. | |
In calculating the fee for a series included in the table, assets of any unregistered separate account of Principal Life | |
Insurance Company and any investment company sponsored by Principal Life Insurance Company to which Clearbridge | |
provides investment advisory services and which have the same investment mandate as the series for which the fee is | |
calculated, will be combined with the assets of the series to arrive at net assets. | |
If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the | |
effective date to the end of such month or from the beginning of such month to the date of termination, as the case may | |
be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or | |
termination occurs. | |
LargeCap Blend Account II | |
Sub-Advisor’s Fee as a Percentage of Average Daily Net Assets | |
First $250 million | 0.25% |
Next $250 million | 0.20% |
Assets over $500 million | 0.15% |
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