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EXHIBIT (D)(6)
SUB-ADVISORY AGREEMENT WITH GENEVA CAPITAL MANAGEMENT LTD.
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SUB-ADVISORY AGREEMENT
THIS SUB-ADVISORY AGREEMENT (this "Agreement") is made as of the 1st day
of January 1999, by and among PRINCIPAL PRESERVATION PORTFOLIOS, INC., a
Maryland corporation (the "Fund"), XXXXXXX ASSET MANAGEMENT, INC., a Wisconsin
corporation (the "Adviser"), and GENEVA CAPITAL MANAGEMENT LTD., a Wisconsin
corporation (the "Sub-Adviser").
W I T N E S S E T H
For good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and among the parties hereto as follows:
1. IN GENERAL
The Sub-Adviser agrees, as more fully set forth herein, to act
as Sub-Adviser to the Fund with respect to the investment and
reinvestment of the assets of the Managed Growth Portfolio (the
"Portfolio"). The Sub-Adviser agrees to supervise and arrange the
purchase of securities and the sale of securities held in the
investment portfolio of the Portfolio.
2. DUTIES AND OBLIGATIONS OF THE SUB-ADVISER WITH RESPECT TO INVESTMENTS
OF ASSETS OF THE PORTFOLIO
(a) Subject to the succeeding provisions of this section and
subject to the oversight and review of the Adviser and the direction
and control of the Board of Directors of the Fund, the Sub-Adviser
shall:
(i) Determine what securities shall be purchased or sold
by Portfolio;
(ii) Arrange for the purchase and the sale of securities
held in the Portfolio; and
(iii) Provide the Adviser and the Directors with such
reports as may reasonably be requested in connection with the
discharge of the foregoing responsibilities and the discharge
of the Adviser's responsibilities under its Investment Advisory
Agreement with the Fund and those of X.X. Xxxxxxx and Company
(the "Distributor") under its Distribution Agreement with the
Fund.
(b) Any investment purchases or sales made by the Sub-Adviser
under this section shall at all times conform to, and be in
accordance with, any requirements imposed by: (1) the provisions of
the Investment Company Act
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of 1940 (the "Act") and of any rules or regulations in force
thereunder; and (2) the provisions of the Articles of Incorporation
and By-Laws of the Fund as amended from time to time; (3) any
policies and determinations of the Board of Directors of the Fund;
and (4) the fundamental policies of the Portfolio, as reflected in
the Fund's registration statement (or post-effective amendments
thereto) under the Act and the Securities Act of 1933 (including the
Portfolio's current Prospectus and Statement of Additional
Information), or as amended by the shareholders of the Portfolio;
provided that copies of the items referred to in clauses (2), (3)
and (4) shall have been furnished to the Sub-Adviser.
(c) The Sub-Adviser shall give the Fund the benefit of its best
judgment and effort in rendering services hereunder. In the absence
of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations or duties ("disabling conduct")
hereunder on the part of the Sub-Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Sub-Adviser) the
Sub-Adviser shall not be subject to liability to the Fund or to any
shareholder of the Fund for any act or omission in the course of, or
connected with, rendering services hereunder, including without
limitation any error of judgment or mistake of law or for any loss
suffered by any of them in connection with the matters to which this
Agreement relates, except to the extent specified in Section 36(b)
of the Act concerning loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services. Except
for such disabling conduct, the Fund shall indemnify the Sub-Adviser
(and its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with
the Sub-Adviser) against any liability arising from the
Sub-Adviser's conduct under this Agreement to the extent permitted
by the Fund's Articles of Incorporation, By-Laws and applicable law.
(d) Nothing in this Agreement shall prevent the Sub-Adviser or
any affiliated person (as defined in the Act) of the Sub-Adviser
from acting as investment advisor or manager for any other person,
firm or corporation and shall not in any way limit or restrict the
Sub-Adviser or any such affiliated person from buying, selling or
trading any securities for its or their own accounts or for the
accounts of others for whom it or they may be acting, provided,
however, that the Sub-Adviser expressly represents that it will
undertake no activities which, in its judgment, will adversely
affect the performance of its obligations to the Fund under this
Agreement or under the Act. It is agreed that the Sub-Adviser shall
have no responsibility or liability for the accuracy or completeness
of the Fund's Registration Statement under the Act and the
Securities Act of 1933 (and will be indemnified by the Fund for
claims related thereto), except for information supplied by the
Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed
to be an independent contractor and, unless otherwise expressly
provided or authorized, have no
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authority to act for or represent the Fund in any way or otherwise
be deemed an agent of the Fund.
(e) In connection with its duties to arrange for the purchase
and sale of the Portfolio's portfolio securities, the Sub-Adviser
shall follow the principles set forth in any investment advisory
agreement in effect from time to time between the Fund and the
Adviser, provided that a copy of any such agreement shall have been
provided to the Sub-Adviser. The Sub-Adviser will promptly
communicate to the Adviser and to the officers and the Directors of
the Fund such information relating to portfolio transactions as they
may reasonably request.
3. ALLOCATION OF EXPENSES
The Sub-Adviser agrees that it will furnish the Fund, at the
Sub-Adviser's expense, with all office space and facilities,
equipment and clerical personnel that the Sub-Adviser reasonably
deems necessary for carrying out its duties under this Agreement.
Such office space, facilities, equipment and personnel may be used
by the Sub-Adviser for its services to other clients. The
Sub-Adviser will also pay all compensation of those of the Fund's
officers and employees, if any, and of those Directors, if any, who
in each case are affiliated persons of the Sub-Adviser.
4. CERTAIN RECORDS
Any records required to be maintained and preserved pursuant to
the provisions of Rule 31a-1 and Rule 31a-2 under the Act which are
prepared or maintained by the Sub-Adviser on behalf of the Fund are
the property of the Fund and will be surrendered promptly to the
Fund or the Adviser on request.
5. REFERENCE TO THE SUB-ADVISER
Neither the Fund nor the Adviser or any affiliate or agent
thereof shall make reference to or use the name of the Sub-Adviser
or any of its affiliates in any advertising or promotional materials
without the prior approval of the Sub-Adviser, which approval shall
not be unreasonably withheld.
6. COMPENSATION OF THE SUB-ADVISER
The Adviser agrees to pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation for all services rendered by
the Sub-Adviser as such, a management fee as specified on Exhibit A.
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7. DURATION AND TERMINATION
(a) This Agreement shall go into effect on the date hereof.
This Agreement shall, unless terminated as hereinafter provided,
continue in effect for a period of two years, and thereafter from
year to year, but only so long as such continuance is specifically
approved at least annually by a majority of the Fund's Board of
Directors, or by the vote of the holders of a "majority" (as defined
in the Act) of the outstanding voting securities of the Portfolio,
and, in either case, a majority of the Directors who are not parties
to this Agreement or "interested persons" (as defined in the Act) of
any such party cast in person at a meeting called for the purpose of
voting on such approval.
(b) This Agreement may be terminated by the Sub-Adviser at any
time without penalty upon giving the Fund and the Adviser sixty (60)
days' written notice (which notice may be waived by the Fund and the
Adviser) and may be terminated by the Fund or the Adviser at any
time without penalty upon giving the Sub-Adviser sixty (60) days'
written notice (which notice may be waived by the Sub-Adviser),
provided that such termination by the Fund shall be directed or
approved by the vote of a majority of all of its Directors in office
at the time or by the vote of the holders of a "majority" (as
defined in the Act) of the voting securities of the Portfolio. This
Agreement shall automatically terminate in the event of its
"assignment" (as defined in the Act). This Agreement will also
automatically terminate in the event that the Investment Advisory
Agreement by and between the Fund and the Adviser is terminated for
any reason.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers and their seals to
be hereto affixed, all as of the day and year first above written.
PRINCIPAL PRESERVATION XXXXXXX ASSET MANAGEMENT, INC.
PORTFOLIOS, INC.
By: By:
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Xxxxxx X. Xxxxxxxxx, President Xxxxxxxx X. Xxxxxx, Xx.,
President and Chief Executive Officer
GENEVA CAPITAL MANAGEMENT LTD.
By:
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Its:
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EXHIBIT A
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
SKYLINE ASSET MANAGEMENT, L.P.
SUB-ADVISORY AGREEMENT
Managed Growth Portfolio
Management Fee: computed daily and paid monthly at the annual rate of
0.375% on the Portfolio's first $250 million of average daily net assets,
0.350% on the next $250 million of average daily net assets and 0.325% on
average daily net assets in excess of $500 million.
