Exhibit 5(b)
INVESTMENT SUB-ADVISORY AGREEMENT
---------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT is entered into as of this 25th day
of March, 1997, by and between Providian Investment Advisors, Inc. (the
"Adviser"), a Delaware corporation, and Atlanta Capital Management Company, LLC
(the "Sub-Adviser"), a Georgia limited liability company.
WITNESSETH:
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WHEREAS, the Providian Series Trust (the "Trust"), a Massachusetts business
trust, has retained the Adviser to render investment advisory services pursuant
to an Investment Advisory Agreement entered into as of March 25, 1997, and such
agreement authorizes the Adviser to engage sub-advisers to discharge the
Adviser's responsibilities with respect to the investment management of the
Trust, a copy of which agreement has been provided to the Sub-Adviser and is
incorporated by reference herein;
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust currently consists of nine separate series, each having
different investment objectives and policies;
WHEREAS, the Adviser and Sub-Adviser are each an investment adviser,
registered as such pursuant to the provisions of the Investment Advisers Act of
1940 (the "Advisers Act"), and each is engaged in the business of rendering
investment advice and investment management services as an independent
contractor;
WHEREAS, the Adviser desires to retain the Sub-Adviser to render advice and
services to the Trust in connection with the management and operation of its
portfolios ( "Portfolios") and funds ("Funds") designated in Supplements to this
Agreement pursuant to the terms and conditions set forth herein; and
WHEREAS, the Sub-Adviser desires and has agreed to render such advice and
furnish such services with regard to the Portfolios and Funds of the Trust
designated in Supplements to this Agreement pursuant to the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, conditions and agreements contained herein, and for such
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties, each intending to be legally bound hereby,
mutually agree as follows:
1. Employment. The Adviser hereby employs the Sub-Adviser and the Sub-
Adviser hereby accepts such employment, to render investment advice and
investment management services with respect to the Portfolios and the Funds,
subject to the supervision and direction of the Adviser and the Trust. In the
event the Adviser wishes to retain the Sub-Adviser to render investment advisory
services to one or more additional portfolios or funds, other than the
Portfolios and the Funds, the Adviser shall notify the Sub-Adviser in writing.
If the Sub-Adviser is willing to render such services, it shall notify the
Adviser in writing, whereupon such portfolio or fund shall become a Portfolio or
Fund hereunder and be subject to this Agreement.
2. Authority. From the effective date of this Agreement, the Sub-Adviser
shall have and exercise the power and authority to manage, and to direct the
acquisition or disposition of, assets in the Portfolios and the Funds, except
for any such assets which the Adviser may from time to time designate as not
being subject to the supervision of the Sub-Adviser, subject only to the
investment policies established from time to time by the Trust and communicated
in writing to the Sub-Adviser. When it deems appropriate and without prior
consultation with the Adviser, the Sub-Adviser may (a) buy, sell, exchange,
convert and otherwise trade in, retain, or reinvest in stocks, bonds, and other
securities, (b) place orders for the execution of such securities transactions
with or through such brokers or dealers as the Sub-Adviser may select, and (c)
take such other action or nonaction that the Sub-Adviser reasonably and in good
xxxxx xxxxx appropriate; provided, that all investments shall conform with:
(a) the investment objectives, policies, limitations, procedures and
guidelines of the applicable Portfolio or Fund;
(b) any additional objectives, policies or guidelines established by
the Adviser or by the Trust that have been furnished in writing to the Sub-
Adviser;
(c) the provisions of Section 851 of the Internal Revenue Code ("IRC")
applicable to "regulated investment companies";
(d) the diversification requirements specified in Section 817(h) of
the IRC, and the regulations thereunder; and
(e) the provisions of the 1940 Act and the rules and regulations
thereunder applicable to each Portfolio and Fund.
3. Sub-Adviser Duties. The Sub-Adviser shall, except as otherwise
provided herein, render or make available all services needed for the management
and operation of the Portfolios and the Funds, and shall, as part of its duties
hereunder, (i) furnish advice and recommendations with respect to the investment
of the assets of the Portfolios and the Funds and the purchase and sale of the
portfolio securities of the Portfolios and the Funds, including the taking of
such other steps as may be necessary to implement such advice and
recommendations, (ii) furnish reports, statements and other data on securities,
economic conditions and other pertinent subjects which the Adviser or the
Trustees of the Trust ("Trustees") may request, (iii) furnish such office space
and personnel as is needed by the Portfolios and the Funds in connection with
the investment of the assets of the Portfolios and the Funds, and (iv) in
general, superintend and manage the investments of the Portfolios and the Funds,
subject to the ultimate supervision and direction of the Trustees of the Trust.
Furthermore, the Sub-Adviser agrees to manage, and to direct the acquisition and
disposition of, Portfolio and Fund investments in accordance with the
Portfolios' and the Funds' investment policies as communicated to the Sub-
Adviser in writing from time to time. The Sub-Adviser will deliver to the
Adviser not less than quarterly a written statement of the investments of the
Portfolios and the Funds. It is agreed that the standard of care imposed upon
the Sub-Adviser is to act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of like
character and with like aims. It is further agreed that the Sub-Adviser, in the
maintenance of its records, does not assume responsibility for the accuracy of
information furnished by the Adviser. In performing these duties, the Sub-
Adviser:
(a) Shall not disclose or use any records or information obtained
pursuant to this Agreement (excluding investment research and investment advice)
in any manner whatsoever except as expressly authorized in this Agreement or in
the ordinary course of business in connection with placing orders for the
purchase and sale of securities, and shall keep confidential any information
obtained pursuant to the Agreement, and disclose such information only if the
Trust has authorized such disclosure, or if such disclosure is required by
applicable federal or state law or regulations or regulatory authorities having
the requisite authority. The Trust and the Adviser shall not disclose or use any
records or information respecting the Sub-Adviser obtained pursuant to this
Agreement in any manner whatsoever except as expressly authorized in this
Agreement, and shall keep confidential any information obtained pursuant to this
Agreement, and disclose such information only as expressly authorized in this
Agreement, if the Trust has authorized such disclosure, or if such disclosure is
required by applicable federal or state law or regulations or regulatory
authorities having the requisite authority.
(b) Shall be responsible for making reasonable inquiries of each of
Sub-Adviser's employees such that such employee has not, to the best of the Sub-
Adviser's knowledge:
(i) been convicted, in the last ten (10) years, of any felony or
misdemeanor involving the purchase or sale of any security or arising out of
such person's conduct as an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government securities
dealer, transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesperson, or employee of
any investment company, bank, insurance company, or entity or person required to
be registered under the Commodity Exchange Act; or
(ii) been permanently or temporarily enjoined by reason of any
misconduct, by order, judgment, or decree of any court of competent jurisdiction
from acting as an underwriter, broker, dealer, investment adviser, municipal
securities dealer, government securities broker, government securities dealer,
transfer agent, or entity or person required to be registered under the
Commodity Exchange Act, or as an affiliated person, salesperson or employee of
any investment company, bank, insurance company, or entity or person required to
be registered under the Commodity Exchange Act or from engaging in or continuing
any conduct or practice in connection with any such activity or in connection
with the purchase or sale of any security.
(c) Shall provide to Adviser and the Trust by April 1 of each calendar
year a copy of the Sub-Adviser's Form ADV as amended and most recently filed
with the Securities and Exchange Commission ("SEC") and a list of persons who
the Sub-Adviser has authorized to give written and/or oral instructions to
custodians of Trust assets for the Trust.
4. Best Efforts. The Sub-Adviser hereby agrees to use its best judgment
and efforts in rendering the advice and services with respect to the Portfolios
and the Funds as contemplated by this Agreement. The Sub-Adviser further agrees
to use its best efforts in the preparation of reports and information and in the
management of the respective assets of the Portfolios and the Funds pursuant to
this Agreement. For this purpose the Sub-Adviser shall, at its own expense,
maintain such staff and employ or retain such personnel and consult with such
other persons as it shall from time to time determine to be necessary to the
performance of its obligations under this Agreement. The staff and personnel of
the Sub-Adviser who furnish statistical, research, and other factual
information, advice regarding economic factors and trends, information with
respect to technical and scientific developments, and such other information,
advice and assistance as the Sub-Adviser may desire and request shall be
employed or retained by the Sub-Adviser at its expense.
5. Independent Contractor. The Sub-Adviser shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless otherwise
expressly
provided and authorized, have no authority to act for or represent the Adviser,
the Trust, the Portfolios or the Funds in any way, or in any way be deemed an
agent of the Adviser, the Trust, the Portfolios or the Funds. It is expressly
understood and agreed that the services to be rendered by the Sub-Adviser
pursuant to the provisions of this Agreement are not to be deemed exclusive with
respect to the Sub-Adviser's rendering of services, and the Sub-Adviser shall
therefore be free to render similar or different services to others, provided,
that its ability to render the services described herein shall not be impaired
thereby. The Adviser agrees that the Sub-Adviser may give advice and take action
with respect to any of its other clients which may differ from advice given or
the timing or nature of action taken with respect to the Portfolios and the
Funds so long as it is the Sub-Adviser's policy, to the extent practical, to
allocate investment opportunities to the Portfolios and the Funds over a
reasonable period of time on a fair and equitable basis relative to other
clients. It is understood that the Sub-Adviser shall not have any obligations to
purchase or sell for the Portfolios and the Funds any security which the Sub-
Adviser, its principals, affiliates or employees may purchase or sell for its or
their own account or for the account of any other client if in the Sub-Adviser's
good faith opinion such transaction or investment appears unsuitable,
impractical or undesirable for the Portfolios and the Funds.
6. Furnishing of Information. (a) The Sub-Adviser shall from time to time
furnish to the Adviser detailed statements of the investments and assets of the
Portfolios and the Funds. The Sub-Adviser shall provide any materials reasonably
related to the investment advisory services provided hereunder as may be
reasonably requested in writing by the designated officers of the Adviser, the
Trust, the Portfolios or the Funds or as may be required by any governmental
agency having jurisdiction. The Adviser shall from time to time furnish to the
Sub-Adviser information pertaining to the investment objectives and needs of the
Portfolios and the Funds, and shall make available to the Sub-Adviser such
financial reports, proxy statements, legal and other information in the
possession of or available to the Adviser relating to Portfolio and Fund
investments, as the same may be relevant to the performance by the Sub-Adviser
of its obligations hereunder. The Adviser shall furnish such other information
as the Sub-Adviser may reasonably request.
(b) The Sub-Adviser has reviewed the Trust's registration statement,
as amended and supplemented from time to time, filed with the SEC (the
"Registration Statement") and represents and warrants that, with respect to the
disclosure about the Sub-Adviser or information relating, directly or
indirectly, to the Sub-Adviser, such Registration Statement contains, as of the
date hereof, no untrue statement of any material fact and does not omit any
statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading. The Sub-
Adviser further represents and warrants that it is a duly registered investment
adviser under the Advisers Act and a duly registered investment adviser in all
states in which the Sub-Adviser is required to be registered. The Sub-Adviser
agrees promptly to provide written notice to the Adviser and the Trust of any
change in ownership of the Sub-
Adviser or the identity of the primary manager of the Portfolios or the Funds
and any other matter which is disclosed in the Registration Statement and
becomes untrue.
7. Ownership of Records. The Sub-Adviser agrees that all records which it
maintains for the Portfolios and the Funds shall be the property of the
Portfolios and the Funds, and that it shall surrender promptly to the designated
officers of the Portfolios and the Funds any such records upon request. The Sub-
Adviser further agrees to preserve for the period prescribed by the rules and
regulations of the SEC all records as are required to be maintained pursuant to
said rules. The Sub-Adviser agrees that it will maintain all records and
accounts regarding the investment activities of the Portfolios and the Funds in
a confidential manner. Within five (5) business days of a reasonable written
request, all such records and accounts shall be made available to the
accountants or auditors of the Portfolios and the Funds during regular business
hours at the Sub-Adviser's offices.
8. Transaction Procedures. Instructions by the Sub-Adviser to the Custodian
of the Portfolio and Fund assets shall be made in writing sent by first class
mail or, at the option of the Sub-Adviser, shall be made orally and confirmed in
writing as soon as practical thereafter, provided, that all such instructions,
written or oral, shall be issued only by persons designated from time to time by
the Sub-Adviser in a written instrument delivered to the Custodian and the
Trust. Alternatively, the Custodian is authorized to act in accordance with and
shall be entitled to rely on those delivery and/or receipt instructions from the
Eligible Trade Report through the DTC ID system that contain the client bank
account number in the defined "custodian/client account number" field, to the
same extent, as if the information contained in such instructions was given in
written form, signed by the Sub-Adviser. The Sub-Adviser shall instruct all
brokers and dealers executing orders on behalf of the Portfolios and the Funds
to forward to the Custodian and the Trust copies of all confirmations promptly
after execution of transactions. The Sub-Adviser shall not be responsible for
any loss incurred by reason of any act or omission of any broker or dealer or
the Custodian; provided, that the Sub-Adviser will make reasonable efforts to
require that brokers and dealers selected by the Sub-Adviser perform their
obligations with respect to the Portfolios and the Funds; and further provided,
that the foregoing shall not operate as a limitation on or as an exception to
the standard of care articulated in Paragraph 3 above.
9. Allocation of Brokerage. Where the Sub-Adviser places orders for the
execution of portfolio transactions for the Portfolios and the Funds, the Sub-
Adviser's primary consideration will be to obtain the best execution for the
Fund, taking into account the factors specified in the Prospectus and Statement
of Additional Information for the Fund, as amended or supplemented from time to
time. Subject to such policies as the Trustees may determine, and consistent
with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused the Fund to pay a broker or dealer, acting as agent, for a portfolio
transaction effected at a price in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the Sub-
Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Sub-Adviser's (or its affiliates) overall responsibilities with respect to the
Fund and to its other clients as to which it exercises investment discretion.
Sub-Adviser will report to the Adviser any soft dollar arrangements that result
in services to the Trust and/or the Sub-Adviser as may be reasonably requested
by the Trustees.
10. Allocation of Costs and Expenses. The Sub-Adviser shall bear and pay
the costs of rendering its services pursuant to the terms of this Agreement. The
Portfolios and the Funds shall bear and pay for all other expenses of its
operation, including but not limited to, organizational and offering expenses
and expenses incurred in connection with the issuance and registration of
shares; fees of the custodian and transfer agent; costs and expenses of pricing
and calculating the daily net asset value of the shares and of maintaining the
books of account required by the 1940 Act; expenditures in connection with
meetings of shareholders and Trustees, other than those called solely to
accommodate the Sub-Adviser; salaries of officers and fees and expenses of
Trustees or members of any advisory board or committee who are not affiliated
with or interested persons of the Trust, the Adviser or the Sub-Adviser;
salaries of personnel involved in placing orders for the execution of portfolio
transactions; insurance premiums on property or personnel of the Portfolios and
the Funds which inure to their benefit; the cost of preparing and printing
reports, proxy statements and prospectuses of the Trust or other communications
for distribution to its shareholders; legal, auditing, and accounting fees;
trade association dues; the Trust's portion of any Rule 24f-2 fees under the
1940 Act; fees and expenses of registering and maintaining registration of
shares for sale under applicable federal securities laws; and all other charges
and costs associated with the Portfolios' and the Funds' operations, plus any
extraordinary and non-recurring expenses, except as otherwise prescribed herein.
The Portfolios, as shareholders of the underlying Funds, will indirectly bear a
proportionate share of any investment advisory fees and other expenses paid by
the underlying Funds.
11. Advisory Fees. (a) In exchange for the rendering of advice and
services pursuant hereto, the Adviser shall pay to the Sub-Adviser on behalf of
each Fund, and the Sub-Adviser shall accept as full compensation for all
investment advisory services furnished to the Portfolios and the Funds and as
full reimbursement for all expenses assumed by the Sub-Adviser, an advisory fee
as set forth in the Supplements to this Agreement.
(b) The advisory fee shall be accrued daily by the Funds and paid by
the Adviser to the Sub-Adviser monthly in arrears as of the last valuation date.
(c) In the case of termination of this Agreement during any month, the
advisory fee for that month shall be prorated according to the number of
business days during which the Agreement was in effect.
12. Insurance. Sub-Adviser shall have and maintain Errors and Omissions
liability insurance covering Sub-Adviser's duties under this Agreement, with
limits of $1 million per occurrence and $1 million annual aggregate. Sub-
Adviser shall provide evidence of such coverage at least annually.
13. Compliance with Applicable Law. (a) Nothing contained herein shall be
deemed to require the Adviser, the Portfolios or the Funds to take any action
contrary to (i) the Agreement and Declaration of Trust of the Trust, (ii) the
By-laws of the Trust, (iii) the Registration Statement or (iv) any applicable
statute or regulation. Nothing contained herein shall be deemed to relieve or
deprive the Trustees of their responsibility for and control of the conduct of
the affairs of the Portfolios and the Funds.
(b) The Sub-Adviser agrees that it shall notify the Adviser and the
Trust immediately (i) in the event that the SEC has censured the Sub-Adviser;
placed limitations upon its activities, functions or operations; suspended or
revoked its registration as an investment adviser, or has commenced proceedings
or an investigation that may result in any of these actions, (ii) upon having a
reasonable basis for believing that a Portfolio or a Fund has ceased to qualify
or might not qualify as a regulated investment company under Subchapter M of the
IRC, and (iii) upon having a reasonable basis for believing that a Portfolio or
a Fund has ceased to comply with the diversification provisions of Section
817(h) of the IRC or the regulations thereunder. The Sub-Adviser further agrees
to notify the Adviser and the Trust immediately of any material fact known to
the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained
in the Registration Statement for a Portfolio or a Fund, or any amendment or
supplement thereto, or of any statement contained therein that becomes untrue in
any material respect.
(c) The Adviser agrees that it shall notify the Sub-Adviser
immediately (i) in the event that the SEC has censured the Adviser or the Trust;
placed limitations upon their activities, functions, or operations; suspended or
revoked the Adviser's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (ii)
upon having a reasonable basis for believing that a Portfolio or a Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the IRC, and (iii) upon having a reasonable basis for believing
that a Portfolio or a Fund has ceased to comply with the diversification
provisions of Section 817(h) of the IRC or the regulations thereunder.
14. Liability. (a) In the absence of willful misfeasance, bad faith,
negligence, or reckless disregard of obligations or duties hereunder on the part
of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the
Adviser, to the Portfolios or the Funds or to any shareholder of the Portfolios
or the Funds for any act or omission in the course of or in connection with
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security by the Portfolios or the Funds.
(b) The Sub-Adviser agrees to indemnify and hold harmless, the
Adviser, any affiliated person within the meaning of Section 2(a)(3) of the 1940
Act ("affiliated person") of the Adviser, and each person, if any, who, within
the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"),
controls ("controlling person") the Adviser (collectively, "Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which an Adviser Indemnified Person may
become subject under the 1933 Act, the 1940 Act, the Advisers Act, any other
statute, at common law or otherwise, arising out of the Sub-Adviser's
responsibilities to the Fund which (i) may be based upon any negligence or
willful misconduct by the Sub-Adviser, any of its employees or representatives,
or any affiliate of or any person acting on behalf of the Sub-Adviser (other
than a Sub-Adviser Indemnified Person), or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement covering the shares of the Trust or the Fund, or any
amendment thereof or any supplement thereto, or the omission or alleged omission
to state therein a material fact required to be stated or necessary to make the
statements therein not misleading if such a statement or omission was made in
reliance upon information furnished to the Adviser, the Trust, or any affiliated
person of the Adviser or Trust by the Sub-Adviser or any affiliated person of
the Sub-Adviser (other than a Sub-Adviser Indemnified Person); provided,
however, that in no case is the Sub-Adviser's indemnity in favor of Adviser
Indemnified Persons deemed to protect such persons against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or negligence in the performance of his or her duties or
by reason of reckless disregard of obligations and duties under this Agreement.
(c) The Adviser agrees to indemnify and hold harmless the Sub-Adviser,
any affiliated person of the Sub-Adviser and any controlling person of the Sub-
Adviser (collectively, "Sub-Adviser Indemnified Persons") against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which a Sub-Adviser Indemnified Person may become subject under the
1933 Act, the 1940 Act, the Advisers Act, any other statute, at common law or
otherwise, arising out of the Adviser's responsibilities as adviser of the Fund
which (i) may be based upon any negligence or willful misconduct by the Adviser,
any of its employees or representatives or any affiliate of or person acting on
behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement covering shares of the Trust or the
Fund, or any amendment thereof or any supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading if such statement or
omission was made in reliance upon information furnished to the Sub-Adviser, the
Trust or any affiliated person of the Sub-Adviser or Trust by an Adviser or any
affiliated person of the Adviser (other than an Adviser Indemnified Person);
provided, however, that in no case is the Adviser's indemnity in favor of Sub-
Adviser Indemnified Persons deemed to protect such persons against any liability
to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or negligence in the performance of his or her
duties or by reason of reckless disregard of obligations and duties under this
Agreement.
(d) Notwithstanding the foregoing, the Sub-Adviser agrees to reimburse
the Portfolios and the Funds for any and all costs, expenses, and counsel and
Trustees' fees reasonably incurred by the Portfolios and the Funds in connection
with (i) preparation, printing and distribution of proxy statements; (ii)
amendments to their Registration Statement; (iii) the holding of meetings of
shareholders or Trustees; (iv) the conduct of factual investigations; or (v) any
legal or administrative proceedings (including any applications for exemptions
or determinations by the SEC) as a result of action or inaction on the part of
the Sub-Adviser; and where the action or inaction necessitating such
expenditures is (A) directly or indirectly related to any transactions or
proposed transaction in the shares or control of the Sub-Adviser or its
affiliates (or litigation related to any transactions or proposed transaction
involving such shares or control) which shall have been undertaken without the
prior express approval of the Trustees, or (B) within the sole control of the
Sub-Adviser or any of its affiliates or any of their respective officers,
directors, employees or shareholders. So long as this Agreement remains in
effect, the Sub-Adviser shall pay to the Portfolios and the Funds the amount due
for expenses subject to this Subparagraph 17(b) within thirty (30) days after a
xxxx or statement has been received by the Portfolios and the Funds therefor.
This provision shall not be deemed to be a waiver of any claim which the
Portfolios and the Funds may have or may assert against the Sub-Adviser or
others for costs, expenses, or damages heretofore incurred by the Trust or for
costs, expenses, or damages the Portfolios or the Funds may hereafter incur
which are not reimbursable to it hereunder.
(e) No provision of this Agreement shall be construed to protect any
Trustee or officer of any Portfolio or Fund, or any director or officer of the
Adviser or Sub-Adviser from liability in violation of Sections 17(h) and (i) of
the 1940 Act.
(f) The Sub-Adviser understands that the obligations of this Agreement
are not personally binding upon any shareholder, Trustee, officer, employee or
agent of the Portfolios or Funds, but bind only the Trust's property. The Sub-
Adviser represents that it has notice of the provisions of the Agreement and
Declaration of Trust disclaiming shareholder, Trustee, officer, employee and
agent liability for acts or obligations of the Trust.
15. Term of Agreement. This Agreement shall become effective on the date
hereof and shall continue in effect with respect to any Portfolio or Fund for
two years from such date unless sooner terminated as hereinafter provided, and
shall continue in effect from year to year thereafter so long as such
continuation is approved at least annually with respect to any Portfolio or Fund
by (i) the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolios and the Funds, and (ii) the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, with such vote being cast in person at a
meeting called for the purpose of voting on such approval.
16. Termination. This Agreement may be terminated with respect to any
Portfolio or Fund at any time, without payment of any penalty, (a) by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of such Portfolio or Fund, upon sixty (60) days written notice to the
Adviser and the Sub-Adviser, (b) by the Adviser upon sixty (60) days written
notice to the Sub-Adviser and the Trust, or (c) by the Sub-Adviser upon sixty
(60) days written notice to the Adviser and the Trust. This Agreement shall
terminate automatically in the event of any transfer or assignment hereof, as
defined in the 1940 Act. Paragraphs 3(a), 7, 14 and 17 shall survive the
termination of this Agreement.
17. Cooperation. Each party to this Agreement agrees to cooperate with
each other party and with all appropriate governmental authorities having the
requisite jurisdiction (including, but not limited to, the SEC and state
insurance authorities) in connection with any investigation or inquiry relating
to this Agreement or the Trust.
18. Advertising. Sub-Adviser shall not use any sales promotion or other
advertising materials relating to the Trust or the Adviser without the Adviser's
prior written consent.
19. Notices. Unless otherwise specified herein, all notices, instructions
and advice with respect to security transactions or any other matters
contemplated by this Agreement shall be deemed duly given when deposited in the
mail postage prepaid and addressed to the Sub-Adviser at Two Midtown Plaza, 0000
Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attn: Xxxxx XxXxxx, which notice may serve
to confirm a prior oral notice as provided in Paragraph 9 hereof, or to the
Adviser at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attn: President, or at
such other address or addresses as shall be specified, in each case, in a notice
similarly given.
20. No Waiver. The waiver by any party of any breach of or default under
any provision or portion of this Agreement shall not operate as or be construed
to be a waiver of any subsequent breach or default.
21. Severability. The provisions of this Agreement shall be considered
severable and if for any reason any provision of this Agreement which is not
essential to the effectuation of the basic purpose of this Agreement is deemed
to be invalid or contrary to any existing or future law, such invalidity shall
not impair the operation of or affect any other provision of this Agreement
which is valid.
22. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
23. Entire Agreement. This Agreement represents the entire understanding
and agreement between the parties hereto with respect to the subject matter
hereof and
supersedes all prior understandings or agreements between the parties pertaining
to the subject matter hereof, whether oral or written. This Agreement may only
be modified or amended by mutual written agreement of the parties hereto and, as
required, upon approval of a majority of the outstanding voting securities of
the Portfolios and the Funds.
24. Definitions. For purposes of application and operation of the
provisions of this Agreement, the term "majority of the outstanding voting
securities" shall have the meaning as set forth in the 1940 Act.
25. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky.
26. Representations by Adviser. The Adviser represents and confirms that
the employment and appointment of the Sub-Adviser is authorized and that the
terms hereof do not violate any obligation by which it is bound, or by which the
Sub-Adviser is intended to be bound, whether arising by contract, operation of
law or otherwise. The Adviser further represents that (a) this Agreement has
been duly authorized by appropriate action and when executed and delivered will
be binding upon itself in accordance with its terms, and (b) it will deliver to
the Sub-Adviser such evidence of such authority as the Sub-Adviser may
reasonably require, whether by way of certified resolution or otherwise.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT
--------------------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT relating to the Capital
Preservation Portfolio (the "Portfolio"), a series of Providian Series Trust
(the "Trust"), is entered into as of this 25th day of March, 1997, by and
between Providian Investment Advisors, Inc. (the "Adviser"), a Delaware
corporation, and Atlanta Capital Management Company, LLC (the "Sub-Adviser"), a
Georgia limited liability company.
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust consists of such separate series as have been or may be
established and designated by the Trustees from time to time;
WHEREAS, the Portfolio is a separate investment series of the Trust; and
WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement
(the "Agreement") dated as of March 25, 1997, pursuant to which it has appointed
the Sub-Adviser to provide the investment advisory services specified therein;
NOW, THEREFORE, the parties hereby take the following actions, subject to
the conditions set forth below:
1. As provided for in the Agreement, the Adviser hereby adopts the
Agreement with respect to the Portfolio, and the Sub-Adviser hereby acknowledges
that the Agreement shall pertain to the Portfolio, the terms and conditions of
such Agreement being hereby incorporated herein by reference.
2. The term "Portfolio(s)" as used in the Agreement shall, for purposes of
this Supplement, pertain to the Portfolio.
3. The Sub-Adviser shall not receive a separate investment advisory fee
from the Adviser for the advisory and asset allocation services it provides on
behalf of the Portfolio pursuant to the Agreement.
4. This Supplement shall become effective on the date hereof and shall
continue in effect for two years from such date unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio,
and (ii) the vote of a majority of the Trustees who are not parties to this
Supplement or interested persons of any such party, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
5. This Supplement may be terminated with respect to the Portfolio at any
time, without payment of any penalty, (a) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Portfolio, upon
sixty (60) days written notice to the Adviser and the Sub-Adviser, (b) by the
Adviser upon sixty (60) days written notice to the Sub-Adviser and the Trust, or
(c) by the Sub-Adviser upon sixty (60) days written notice to the Adviser and
the Trust. This Agreement shall terminate automatically in the event of any
transfer or assignment hereof, as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT
--------------------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT relating to the High
Quality Stock Fund and the Fixed Income Fund (together, the "Fund"), each a
series of Providian Series Trust (the "Trust"), is entered into as of this 25th
day of March, 1997, by and between Providian Investment Advisors, Inc. (the
"Adviser"), a Delaware corporation, and Atlanta Capital Management Company, LLC
(the "Sub-Adviser"), a Georgia limited liability company.
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust consists of such separate series as have been or may be
established and designated by the Trustees from time to time;
WHEREAS, the Fund is a separate series of the Trust; and
WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement
(the "Agreement") dated as of March 25, 1997, pursuant to which it has appointed
the Sub-Adviser to provide the investment advisory services specified therein;
NOW, THEREFORE, the parties hereby take the following actions, subject to
the conditions set forth below:
1. As provided for in the Agreement, the Adviser hereby adopts the
Agreement with respect to the Fund, and the Sub-Adviser hereby acknowledges that
the Agreement shall pertain to the Fund, the terms and conditions of such
Agreement being hereby incorporated herein by reference.
2. The term "Fund(s)" as used in the Agreement shall, for purposes of this
Supplement, pertain to the Fund.
3. The Adviser shall pay to the Sub-Adviser on behalf of the Fund an
investment advisory fee for the advisory services provided by the Sub-Adviser
pursuant to the Agreement based on the collective total market value of the
assets of the Funds of the Trust under the Sub-Adviser's management. The fee,
which accrues daily and is paid monthly, is equal to 0.50% annually on assets up
to $25 million, 0.40% annually on assets above $25 million and up to $50
million, and 0.30% annually on assets above $50 million.
4. This Supplement shall become effective on the date hereof and shall
continue in effect for two years from such date unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Trustees
or by vote of a majority of the outstanding voting securities of the Fund, and
(ii) the vote of a majority of the Trustees who are not parties to this
Supplement or interested persons of any such party, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
5. This Supplement may be terminated with respect to the Fund at any time,
without payment of any penalty, (a) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund, upon sixty (60) days
written notice to the Adviser and the Sub-Adviser, (b) by the Adviser upon sixty
(60) days written notice to the Sub-Adviser and the Trust, or (c) by the Sub-
Adviser upon sixty (60) days written notice to the Adviser and the Trust. This
Agreement shall terminate automatically in the event of any transfer or
assignment hereof, as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT
--------------------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT relating to the Income
Oriented Portfolio (the "Portfolio"), a series of Providian Series Trust (the
"Trust"), is entered into as of this 25th day of March, 1997, by and between
Providian Investment Advisors, Inc. (the "Adviser"), a Delaware corporation, and
Atlanta Capital Management Company, LLC (the "Sub-Adviser"), a Georgia limited
liability company.
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust consists of such separate series as have been or may be
established and designated by the Trustees from time to time;
WHEREAS, the Portfolio is a separate investment series of the Trust; and
WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement
(the "Agreement") dated as of March 25, 1997, pursuant to which it has appointed
the Sub-Adviser to provide the investment advisory services specified therein;
NOW, THEREFORE, the parties hereby take the following actions, subject to
the conditions set forth below:
1. As provided for in the Agreement, the Adviser hereby adopts the
Agreement with respect to the Portfolio, and the Sub-Adviser hereby acknowledges
that the Agreement shall pertain to the Portfolio, the terms and conditions of
such Agreement being hereby incorporated herein by reference.
2. The term "Portfolio(s)" as used in the Agreement shall, for purposes of
this Supplement, pertain to the Portfolio.
3. The Sub-Adviser shall not receive a separate investment advisory fee
from the Adviser for the advisory and asset allocation services it provides on
behalf of the Portfolio pursuant to the Agreement.
4. This Supplement shall become effective on the date hereof and shall
continue in effect for two years from such date unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio,
and (ii) the vote of a majority of the Trustees who are not parties to this
Supplement or interested persons of any such party, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
5. This Supplement may be terminated with respect to the Portfolio at any
time, without payment of any penalty, (a) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Portfolio, upon
sixty (60) days written notice to the Adviser and the Sub-Adviser, (b) by the
Adviser upon sixty (60) days written notice to the Sub-Adviser and the Trust, or
(c) by the Sub-Adviser upon sixty (60) days written notice to the Adviser and
the Trust. This Agreement shall terminate automatically in the event of any
transfer or assignment hereof, as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT
--------------------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT relating to the Growth
and Income Portfolio (the "Portfolio"), a series of Providian Series Trust (the
"Trust"), is entered into as of this 25th day of March, 1997, by and between
Providian Investment Advisors, Inc. (the "Adviser"), a Delaware corporation, and
Atlanta Capital Management Company, LLC (the "Sub-Adviser"), a Georgia limited
liability company.
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust consists of such separate series as have been or may be
established and designated by the Trustees from time to time;
WHEREAS, the Portfolio is a separate investment series of the Trust; and
WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement
(the "Agreement") dated as of March 25, 1997, pursuant to which it has appointed
the Sub-Adviser to provide the investment advisory services specified therein;
NOW, THEREFORE, the parties hereby take the following actions, subject to
the conditions set forth below:
1. As provided for in the Agreement, the Adviser hereby adopts the
Agreement with respect to the Portfolio, and the Sub-Adviser hereby acknowledges
that the Agreement shall pertain to the Portfolio, the terms and conditions of
such Agreement being hereby incorporated herein by reference.
2. The term "Portfolio(s)" as used in the Agreement shall, for purposes of
this Supplement, pertain to the Portfolio.
3. The Sub-Adviser shall not receive a separate investment advisory fee
from the Adviser for the advisory and asset allocation services it provides on
behalf of the Portfolio pursuant to the Agreement.
4. This Supplement shall become effective on the date hereof and shall
continue in effect for two years from such date unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio,
and (ii) the vote of a majority of the Trustees who are not parties to this
Supplement or interested persons of any such party, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
5. This Supplement may be terminated with respect to the Portfolio at any
time, without payment of any penalty, (a) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Portfolio, upon
sixty (60) days written notice to the Adviser and the Sub-Adviser, (b) by the
Adviser upon sixty (60) days written notice to the Sub-Adviser and the Trust, or
(c) by the Sub-Adviser upon sixty (60) days written notice to the Adviser and
the Trust. This Agreement shall terminate automatically in the event of any
transfer or assignment hereof, as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT
--------------------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT relating to the Capital
Growth Portfolio (the "Portfolio"), a series of Providian Series Trust (the
"Trust"), is entered into as of this 25th day of March, 1997, by and between
Providian Investment Advisors, Inc. (the "Adviser"), a Delaware corporation, and
Atlanta Capital Management Company, LLC (the "Sub-Adviser"), a Georgia limited
liability company.
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust consists of such separate series as have been or may be
established and designated by the Trustees from time to time;
WHEREAS, the Portfolio is a separate investment series of the Trust; and
WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement
(the "Agreement") dated as of March 25, 1997, pursuant to which it has appointed
the Sub-Adviser to provide the investment advisory services specified therein;
NOW, THEREFORE, the parties hereby take the following actions, subject to
the conditions set forth below:
1. As provided for in the Agreement, the Adviser hereby adopts the
Agreement with respect to the Portfolio, and the Sub-Adviser hereby acknowledges
that the Agreement shall pertain to the Portfolio, the terms and conditions of
such Agreement being hereby incorporated herein by reference.
2. The term "Portfolio(s)" as used in the Agreement shall, for purposes of
this Supplement, pertain to the Portfolio.
3. The Sub-Adviser shall not receive a separate investment advisory fee
from the Adviser for the advisory and asset allocation services it provides on
behalf of the Portfolio pursuant to the Agreement.
4. This Supplement shall become effective on the date hereof and shall
continue in effect for two years from such date unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio,
and (ii) the vote of a majority of the Trustees who are not parties to this
Supplement or interested persons of any such party, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
5. This Supplement may be terminated with respect to the Portfolio at any
time, without payment of any penalty, (a) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Portfolio, upon
sixty (60) days written notice to the Adviser and the Sub-Adviser, (b) by the
Adviser upon sixty (60) days written notice to the Sub-Adviser and the Trust, or
(c) by the Sub-Adviser upon sixty (60) days written notice to the Adviser and
the Trust. This Agreement shall terminate automatically in the event of any
transfer or assignment hereof, as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT
--------------------------------------------
Between PROVIDIAN INVESTMENT ADVISORS, INC.
and
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
THIS INVESTMENT SUB-ADVISORY AGREEMENT SUPPLEMENT relating to the Maximum
Appreciation Portfolio (the "Portfolio"), a series of Providian Series Trust
(the "Trust"), is entered into as of this 25th day of March, 1997, by and
between Providian Investment Advisors, Inc. (the "Adviser"), a Delaware
corporation, and Atlanta Capital Management Company, LLC (the "Sub-Adviser"), a
Georgia limited liability company.
WITNESSETH:
----------
WHEREAS, the Trust is an open-end management investment company, registered
as such pursuant to the provisions of the Investment Company Act of 1940 (the
"1940 Act");
WHEREAS, the Trust consists of such separate series as have been or may be
established and designated by the Trustees from time to time;
WHEREAS, the Portfolio is a separate investment series of the Trust; and
WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement
(the "Agreement") dated as of March 25, 1997, pursuant to which it has appointed
the Sub-Adviser to provide the investment advisory services specified therein;
NOW, THEREFORE, the parties hereby take the following actions, subject to
the conditions set forth below:
1. As provided for in the Agreement, the Adviser hereby adopts the
Agreement with respect to the Portfolio, and the Sub-Adviser hereby acknowledges
that the Agreement shall pertain to the Portfolio, the terms and conditions of
such Agreement being hereby incorporated herein by reference.
2. The term "Portfolio(s)" as used in the Agreement shall, for purposes of
this Supplement, pertain to the Portfolio.
3. The Sub-Adviser shall not receive a separate investment advisory fee
from the Adviser for the advisory and asset allocation services it provides on
behalf of the Portfolio pursuant to the Agreement.
4. This Supplement shall become effective on the date hereof and shall
continue in effect for two years from such date unless sooner terminated as
hereinafter provided, and shall continue in effect from year to year thereafter
so long as such continuation is approved at least annually by (i) the Trustees
or by vote of a majority of the outstanding voting securities of the Portfolio,
and (ii) the vote of a majority of the Trustees who are not parties to this
Supplement or interested persons of any such party, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
5. This Supplement may be terminated with respect to the Portfolio at any
time, without payment of any penalty, (a) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Portfolio, upon
sixty (60) days written notice to the Adviser and the Sub-Adviser, (b) by the
Adviser upon sixty (60) days written notice to the Sub-Adviser and the Trust, or
(c) by the Sub-Adviser upon sixty (60) days written notice to the Adviser and
the Trust. This Agreement shall terminate automatically in the event of any
transfer or assignment hereof, as defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
PROVIDIAN INVESTMENT ADVISORS, INC.
ATTEST:
By: /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------------
/s/ R. Xxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx, President and
Chief Financial Officer
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxx III
-------------------------------------
/s/ Xxxxx X. XxXxxx
