EXHIBIT 5(A)
Investment Advisory Agreement
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(Dividend Achievers Portfolio)
ASSIGNMENT AND CONSENT
THIS ASSIGNMENT AND CONSENT ("Assignment") is made as of this 31st day of
January, 1996 by and among PRINCIPAL PRESERVATION PORTFOLIOS, INC. ("Principal
Preservation"), a Maryland corporation which is a series, open-end, management
investment company registered under the Investment Company Act of 1940, ▇.▇.
▇▇▇▇▇▇▇ AND COMPANY ("▇.▇. ▇▇▇▇▇▇▇"), a registered investment adviser which
presently serves as the investment adviser to Principal Preservation, and
▇▇▇▇▇▇▇ ASSET MANAGEMENT, INC. ("ZAMI"), a registered investment adviser which
presently serves as the sub-adviser of Principal Preservation.
RECITALS
WHEREAS, ▇.▇. ▇▇▇▇▇▇▇ and ZAMI are each wholly-owned subsidiaries of The
▇▇▇▇▇▇▇ Companies, Inc.;
WHEREAS, ▇.▇. ▇▇▇▇▇▇▇ presently serves as investment adviser to Principal
Preservation's Tax-Exempt Portfolio, Insured Tax-Exempt Portfolio, Government
Portfolio, S&P 100 Plus Portfolio, Balanced Portfolio, Wisconsin Tax-Exempt
Portfolio and Select Value Portfolio pursuant to the terms of a May 1, 1989
Investment Advisory Agreement by and between Principal Preservation and ▇.▇.
▇▇▇▇▇▇▇, and also presently serves as investment adviser to Principal
Preservation's Dividend Achievers Portfolio pursuant to the terms of a December
15, 1986 Investment Advisory Agreement by and between Principal Preservation and
▇.▇. ▇▇▇▇▇▇▇, (together "the Investment Advisory Agreements");
WHEREAS, pursuant to the terms of a Sub-Advisory Agreement, dated May 1,
1992, by and among Principal Preservation, ▇.▇. ▇▇▇▇▇▇▇ and ZAMI (the "Sub-
Advisory Agreement"), ZAMI presently serves as sub-adviser to Principal
Preservation's Tax-Exempt Portfolio, Insured Tax-Exempt Portfolio, Government
Portfolio, Dividend Achievers Portfolio, Balanced Portfolio and Wisconsin Tax-
Exempt Portfolio;
WHEREAS, in connection with a restructuring and realignment, The ▇▇▇▇▇▇▇
Companies, Inc. desires to house all of its investment advisory services within
ZAMI, and therefore desires to transfer and assign the Investment Advisory
Agreements from ▇.▇. ▇▇▇▇▇▇▇ to ZAMI without otherwise affecting any of the
terms and conditions pursuant to which, or the manner in which, investment
advisory services presently are provided to Principal Preservation;
WHEREAS, in order to effect this realignment, it is necessary for ▇.▇.
▇▇▇▇▇▇▇ to assign to ZAMI each of the Investment Advisory Agreements, and for
ZAMI to agree to assume and perform all of ▇.▇. ▇▇▇▇▇▇▇'▇ duties and obligations
under the Investment Advisory Agreement;
WHEREAS, upon such assignment and assumption, the Sub-Advisory Agreement
will become superfluous and of no utility, and therefore should be terminated;
WHEREAS, all of the parties hereto agree and consent to the assignment of
the Investment Advisory Agreements and to the related termination of the Sub-
Advisory Agreement, subject to the terms and conditions of this Assignment;
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by all parties hereto, the parties hereto
agree as follows:
1. ASSIGNMENT OF INVESTMENT ADVISORY AGREEMENTS. Effective at the close
of business on January 31, 1996, ▇.▇. ▇▇▇▇▇▇▇ hereby assigns, conveys, and
transfers all of its rights, duties and obligations under the Investment
Advisory Agreements, and ZAMI agrees to become bound by the terms and conditions
of each of the Investment Advisory Agreements and to assume, discharge, perform
and become liable for the performance of all of ▇.▇. ▇▇▇▇▇▇▇'▇ duties and
obligations under such Investment Advisory Agreements. Principal Preservation
hereby consents to such assignment and assumption. Accordingly, from and after
the close of business on January 31, 1996, the Investment Advisory Agreements
shall continue in full force and effect with all duties and obligations of ▇.▇.
▇▇▇▇▇▇▇ thereunder being deemed duties and obligations of ZAMI as though
Principal Preservation had executed such Investment Advisory Agreements with
ZAMI, and all rights of ▇.▇. ▇▇▇▇▇▇▇ under such Investment Advisory Agreements
shall be deemed rights of ZAMI enforceable by ZAMI. In short, ZAMI shall become
the principal investment adviser to each of Principal Preservation's Tax-Exempt,
Insured Tax-Exempt, Government, S&P 100 Plus, Dividend Achievers, Balanced,
Select Value and Wisconsin Tax-Exempt Portfolios under the terms of the
Investment Advisory Agreements, and each and every reference to ▇.▇. ▇▇▇▇▇▇▇ in
the Investment Advisory Agreements shall be deemed instead a reference to ZAMI.
2. EFFECT OF ASSIGNMENTS. The parties acknowledge and intend that,
because (among other factors) ▇.▇. ▇▇▇▇▇▇▇ and ZAMI are under the common control
of The ▇▇▇▇▇▇▇ Companies, Inc., this Assignment and Consent does not result in
an "assignment" (as that term is defined in the Investment Company Act of 1940)
of the Investment Advisory Agreements which would bring about their automatic
termination.
3. TERMINATION OF SUB-ADVISORY AGREEMENT. From and after the close of
business on January 31, 1996, the parties hereto agree that the Sub-Advisory
Agreement shall be terminated and of no further force and effect.
Notwithstanding such termination, each party to the Sub-Advisory Agreement shall
be responsible to the other parties thereto for performance of its obligations
thereunder up to and through the effective time of such termination.
IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment
to be executed on its behalf by its duly authorized officer as of the date and
year written above.
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇, President
▇.▇. ▇▇▇▇▇▇▇ AND COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President and CEO
INVESTMENT ADVISORY AGREEMENT
AMONG
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
▇. ▇. ▇▇▇▇▇▇▇ AND COMPANY
AND
M&I INVESTMENT MANAGEMENT CORP.
INVESTMENT ADVISORY AGREEMENT, made as of the 15th day of December, 1986,
by and between Principal Preservation Portfolios, Inc., a corporation organized
and existing under the laws of the State of Maryland (the "Fund"), ▇. ▇. ▇▇▇▇▇▇▇
and Company, a corporation organized and existing under the laws of the State of
Wisconsin (the "Advisor"), and M&l Investment Management Corp., a wholly-owned
subsidiary of the ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Corporation, organized and existing under
the laws of the State of Wisconsin ("M&I") (collectively, M&l and the Advisor
are referred to as the Advisors).
W I T N E S S E T H
WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the federal Investment
Company Act of 1940, as amended (the "Act") and its shares of common stock are
registered under the federal Securities Act of 1933, as amended (the "'33 Act");
and
WHEREAS, the Advisors are engaged in the business of rendering investment
supervisory services and are registered as investment advisors under the federal
Investment Advisors Act of 1940, as amended; and
WHEREAS, the Fund is authorized to issue shares in separate classes (the
"Series") with each such class representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund desires the Advisors to render investment supervisory
services to the Fund in the manner and on the terms and conditions hereinafter
set forth with respect to the Fund's investment activities relating to assets of
the Fund allocated to the Series of its common stock identified on Schedule A
attached hereto, as modified from time to time by the mutual consent of the
parties hereto (the "Schedule A Portfolios");
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. DUTIES AND RESPONSIBILITIES OF ADVISOR.
A. Investment Advisory Services. The Advisors shall act as investment
advisor with respect to, and shall supervise and direct the investments of the
Fund relating to Fund assets allocated to any of the Schedule A Portfolios in
accordance with each such Portfolio's investment objectives, program and
restrictions as provided in the Fund's Prospectus, as amended from time to time,
and such other limitations as the Fund may impose by notice in writing to the
Advisors. The Advisor shall obtain and evaluate such information relating to
the economy, industries, businesses, securities markets and securities as it may
deem necessary or useful in the discharge of its obligations hereunder and shall
formulate and implement a continuing program for the management of the assets
and resources of the Fund in a manner consistent with its investment objective.
As to Fund activities which constitute Hedging Activities as defined in the
Prospectus and to manage the Fund's investments, the Advisor may rely on advice
and services of M&I. In furtherance of this duty, the Advisors, as agent and
attorney-in-fact with respect to the Fund, are authorized, in their discretion
and without prior consultation with the Fund, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds, and other securities or assets, including any and all
securities described in the Fund's then current Prospectus and all hedging
instruments described therein;
(ii) borrow on behalf of and in the name of the Fund, but only for
the purposes and to the extent described in the Fund's then current
Prospectus; and
(iii) place orders and negotiate the commissions (if any) for the
execution of transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Advisors may select.
B. Financial, Accounting, and Administrative Services. The Advisor shall
maintain the corporate existence and corporate records of the Fund; maintain the
registrations and qualifications of Fund shares under Federal and state law;
monitor the financial, accounting, and administrative functions of the Fund;
maintain liaison with the various agents employed by the Fund (including the
Fund's transfer agent, custodian, independent accountants and legal counsel) and
assist in the coordination of their activities on behalf of the Fund.
C. Reports to Fund. The Advisor shall furnish to or place at the
disposal of the Fund such information, reports, evaluations, analyses and
opinions as the Fund may, at any time or from time to time, reasonably request
or as the Advisor may deem helpful to the Fund.
D. Reports and Other Communications to Fund Shareholders. The Advisor
shall assist the Fund in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Advisors agree to permit individuals who are
officers or employees of either to serve (if duly elected or appointed) as
officers, directors, members of any committee of directors, members of any
advisory board, or members of any other committee of the Fund, without
remuneration from or other cost to the Fund.
F. Personnel, Office Space, and Facilities of Advisor. The Advisors at
their own expense shall furnish or provide and pay the cost of such office
space, office equipment, office personnel, and office services as they require
in the performance of its investment advisory and other obligations under this
Agreement.
2. ALLOCATION OF EXPENSES.
A. Expenses Paid by Advisors.
(1) Salaries and Fees of Officers. The Advisors shall pay all
salaries, expenses, and fees of the officers and directors of the Fund who
are affiliated with the Advisors.
(2) Assumption of Fund Expenses by Advisors. The payment or
assumption by the Advisors of any expense of the Fund that the Advisors are
not required by this Agreement to pay or assume shall not obligate the
Advisors to pay or assume the same or any similar expense of the Fund on
any subsequent occasion.
B. Expenses Paid by Fund. The Fund shall bear all expenses of its
organization, operations, and business not specifically assumed or agreed to be
paid by the Advisors as provided in this Agreement. In particular, but without
limiting the generality of the foregoing, the Fund shall pay:
(1) Custody and Accounting Services. All expenses of the transfer,
receipt, safekeeping, servicing and accounting for the Fund's cash,
securities, and other property, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining and servicing
shareholder accounts, including all charges of the Fund's transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other
agents, if any;
(3) Shareholder Communications. All expenses of preparing, setting
in type, printing, and distributing reports and other communications to
shareholders;
(4) Shareholder Meetings. All expenses incidental to holding
meetings of Fund shareholders, including the printing of notices and proxy
material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in type, and
printing of annual or more frequent revisions of the Fund's Prospectus and
of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net asset value
per share for each Series offered, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or services
used for communication between the Advisor or the Fund and the custodian,
transfer agent or any other agent selected by the Fund;
(8) Legal and Accounting Fees and Expenses. All charges for services
and expenses of the Fund's legal counsel and independent auditors;
(9) Directors' Fees and Expenses. All compensation of directors,
other than those affiliated with the Advisors, and all expenses incurred in
connection with their service;
(10) Federal Registration Fees. All fees and expenses of registering
and maintaining the registration of the Fund under the Act and the
registration of the Fund's shares under the '33 Act, including all fees and
expenses incurred in connection with the preparation, setting in type,
printing, and filing of any registration statement and prospectus under the
'33 Act or the Act, and any amendments or supplements that may be made from
time to time;
(11) State Registration Fees. All fees and expenses of qualifying and
maintaining qualification of the Fund and of the Fund's shares for sale
under securities laws of various states or jurisdictions, and of registra-
tion and qualification of the Fund under all other laws applicable to the
Fund or its business activities;
(12) Issue and Redemption of Fund Shares. All expenses incurred in
connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all share transactions, and of
preparing and transmitting the Fund's stock certificates;
(13) Bonding and Insurance. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the Fund's
Board of Directors.
(14) Brokerage Commissions. All brokers' commissions and other
charges incident to the purchase, sale, or lending of the Fund's portfolio
securities;
(15) Taxes. All taxes or governmental fees payable by or with respect
of the Fund to Federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other expenses
incurred in connection with the Fund's membership in any trade association
or other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such nonrecurring
expenses as may arise, including the costs of actions, suits, or
proceedings to which the Fund is a party and the expenses the Fund may
incur as a result of its legal obligation to provide indemnification to its
officers, directors, and agents.
3. ADVISORY FEES. The Fund shall pay the Advisor a fee computed as
described below, based on the value of the net assets of the Fund. Fifty
percent remaining after the payment of expenses incurred by the Advisor on
behalf of the Fund of such fee shall be paid to M&I.
A. Fee Rate. The fee shall be payable in monthly installments, based on
average daily net assets of each of the Schedule A Portfolios as follows: at
the rate of .75% of the first $250 million of each such Portfolio's average
daily net assets, reducing .05% on each $250 million thereafter, down to .65% on
assets over $500 million.
B. Method of Computation. The fee shall be accrued for each calendar day
and the sum of the daily fee accruals shall be paid monthly to the Advisor
(which shall thereupon make required payments to M&I) on the first business day
of the next succeeding calendar month. The daily fee accruals will be computed
by multiplying the fraction of one over the number of calendar days in the year
by the applicable annual rate described in subparagraph (a) of this Paragraph 3,
and multiplying this product by the net assets of the appropriate Schedule A
Portfolio as determined in accordance with the Fund's Prospectus as of the close
of business on the previous business day on which the Fund was open for
business.
C. Expense Limitation. To the extent that the aggregate expenses of
every character incurred by a Schedule A Portfolio in any fiscal year, including
but not limited to fees of the Advisor computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which that Portfolio's shares are qualified for sale,
such excess amount shall be the liability of the Advisor and M&l (in equal
proportions) to pay in the manner specified below. To determine the Advisors'
liability for the expenses of a Schedule A Portfolio, the expenses of the
Portfolio shall be annualized monthly as of the last day of the month. If the
annualized expenses for any month exceed the State Expense Limit, the payment of
the advisory fee for such month (if there be any) shall be reduced by such
excess ("Excess Amount") and in the event the Excess Amount exceeds the amount
due as the advisory fee, the Advisors shall remit to the Fund the difference
between the Excess Amount and the amount due as the advisory fee; provided,
however, that an adjustment shall be made on or before the last day of the first
month of the next succeeding fiscal year if the aggregate expenses for the
fiscal year do not exceed the State Expense Limit.
D. Proration of Fee. If this Agreement becomes effective or terminates
before the end of any month, the fee 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.
4. BROKERAGE.
Subject to the approval of the Board of Directors of the Fund, the
Advisors, in carrying out their duties under Paragraph 1.A, may cause the Fund
to pay a broker-dealer which furnishes brokerage or research services as such
services are defined under Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "'34 Act") a higher commission than that which might be charged
by another broker-dealer which does not furnish brokerage or research services
or which furnishes brokerage or research services deemed to be of lesser value,
if such commission is deemed reasonable in relation to the brokerage and
research services provided by the broker-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Advisor or M&I
with respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act). The Fund may
allocate brokerage transactions through the Advisor or its affiliates on the
terms and subject to the conditions described in the Fund's most recent
Prospectus.
5. ADVISORS' USE OF THE SERVICES OF OTHERS.
The Advisors may (at their cost except as contemplated by Paragraph 4
of this Agreement) employ, retain or otherwise avail themselves of the services
or facilities of other persons or organizations for the purpose of providing
either of them or the Fund with such statistical and other factual information,
such advice regarding economic factors and trends, such advice as to occasional
transactions in specific securities or such other information, advice or
assistance as they may deem necessary, appropriate or convenient for the
discharge of their obligations hereunder or otherwise helpful to the Fund, or in
the discharge of their overall responsibilities with respect to the other
accounts which they serve as investment advisor.
6. OWNERSHIP OF RECORDS.
All records required to be maintained and preserved by the Fund
pursuant to the provisions of rules or regulations of the Securities and
Exchange Commission under Section 31(a) of the Act and maintained and preserved
by the Advisor on behalf of the Fund are the property of the Fund and will be
surrendered by the Advisor promptly on request by the Fund.
7. REPORTS TO ADVISOR.
The Fund shall furnish or otherwise make available to the Advisor such
prospectuses, financial statements, proxy statements, reports, and other
information relating to the business and affairs of the Fund as the Advisor may,
at any time or from time to time, reasonably require in order to discharge its
obligations under this Agreement.
8. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Advisors or
any affiliated person of either to render investment supervisory and corporate
administrative services to other investment companies, to act as investment
advisor or investment counselor to other persons, firms or corporations, or to
engage in other business activities; but so long as this Agreement or any
extension, renewal or amendment hereof shall remain in effect or until the
Advisor shall otherwise consent, the Advisor shall be an investment advisor to
the Fund with respect to each Series offered by the Fund.
9. LIMITATION OF LIABILITY OF ADVISOR AND M&I.
Neither the Advisor, M&I, nor any of their officers, directors, or
employees, nor any person performing executive, administrative, trading, or
other functions for the Fund (at the direction or request of the Advisor or M&I)
or the Advisor or M&I in connection with the Advisor's or M&I's discharge of
their obligations undertaken or reasonably assumed with respect to this
Agreement, shall be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except for loss resulting from willful misfeasance, bad
faith, or gross negligence in the performance of its or their duties on behalf
of the Fund or from reckless disregard by the Advisors or any such person of the
duties of the Advisors under this Agreement. The Advisor agrees to indemnify
and hold M&l harmless from any loss, damage or liability incurred as a result of
any act or omission of the Advisor, and M&l agrees to indemnify and hold the
Advisor harmless from any loss, damage or liability incurred as a result of any
act or omission of the M&I.
10. TERM OF AGREEMENT.
The term of this Agreement shall begin on the date first above written, and
unless sooner terminated as hereinafter provided, this Agreement shall be
submitted for approval by shareholders of each of the Schedule A Portfolios at
the first meeting of shareholders of the Fund occurring after the effective date
of Post-Effective Amendment No. 3 to the Fund's registration statement. The
Agreement, if approved at that meeting by a majority of the shares of each of
the Schedule A Portfolios, will continue in effect from year to year as it
pertains to each such Portfolio, subject to the termination provisions and all
other terms and conditions hereof, so long as: (a) such continuation shall be
specifically approved at least annually by the Board of Directors of the Fund or
by vote of a majority of the outstanding voting securities of each such
Portfolio and, concurrently with such approval by the Board of Directors or
prior to such approval by the holders of the outstanding voting securities of
each such Portfolio, as the case may be, by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
directors of the Fund who are not parties to this Agreement or interested
persons of any such party; and (b) the Advisors shall not have notified the
Fund, in writing, at least 60 days prior to December 31, 1986 or prior to
December 31 of any year thereafter, that it does not desire such continuation.
The Advisors shall furnish to the Fund, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment hereof.
11. AMENDMENT AND ASSIGNMENT OF AGREEMENT.
This Agreement may not be amended or assigned either as it pertains
generally to all of the Schedule A Portfolios or as it pertains to a particular
Schedule A Portfolio without the affirmative vote of a majority of the
outstanding voting securities of each Schedule A Portfolio affected by such
amendment, and this Agreement shall automatically and immediately terminate in
the event of its assignment.
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by any party hereto either as it pertains
generally to all of the Schedule A Portfolios or as it pertains to a particular
Schedule A Portfolio, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of termination
by the Fund such action shall have been authorized by resolution of a majority
of the directors of the Fund who are not parties to this Agreement or interested
persons of any such party, or by vote of a majority of the outstanding voting
securities of each Schedule A Portfolio affected by such termination.
13. MISCELLANEOUS.
A. Captions. The captions in this Agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to require
the Fund to take any action contrary to its Articles of Incorporation or By-
Laws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of Directors
of the Fund of its responsibility for and control of the conduct of the affairs
of the Fund.
C. Definitions. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term or
provision of the Act shall be resolved by reference to such term or provision of
the Act and to interpretations thereof, if any, by the United States courts or,
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission validly issued
pursuant to the Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," "interested person," "assignment," and
"affiliated person," as used in Paragraphs 2, 8, 10, 11, and 12 hereof, shall
have the meanings assigned to them by Section 2(a) of the Act. In addition,
where the effect of a requirement of the Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the Securities and
Exchange Commission, whether of special or of general application, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
Attest: PRINCIPAL PRESERVATION PORTFOLIOS,
INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary ▇. ▇. ▇▇▇▇▇▇▇, President
Attest: ▇. ▇. ▇▇▇▇▇▇▇ AND COMPANY
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇. ▇. ▇▇▇▇▇▇▇, President
Attest: M&I INVESTMENT MANAGEMENT CORP.
By:
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Title: Title:
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SCHEDULE A
The investment advisory services to be provided under this Investment
Advisory Agreement by and between the undersigned parties shall pertain to the
Fund's investment activities relating to the assets allocated to the following
Series of the Fund's shares.
1. DIVIDEND ACHIEVERS PORTFOLIO
Attest: PRINCIPAL PRESERVATION
PORTFOLIOS, INC.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary By:
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▇. ▇. ▇▇▇▇▇▇▇, President
Date:
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Attest:
▇. ▇. ▇▇▇▇▇▇▇ AND COMPANY
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary By:
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▇. ▇. ▇▇▇▇▇▇▇, President
Date:
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Attest:
M&I INVESTMENT MANAGEMENT CORP.
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By:
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Title:
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Title:
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Date:
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