AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
AMONG XXXXX FARGO MASTER TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
GOLDEN CAPITAL MANAGEMENT, LLC
This AMENDED AND RESTATED AGREEMENT is
made as of this 1st day of October, 2011, as amended and restated
as of November 7, 2012, by and among Xxxxx Fargo Master Trust
(the "Trust"), a statutory trust organized under the laws of the State
of Delaware with its principal place of business at 000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Xxxxx Fargo
Funds Management, LLC (the "Adviser"), a limited liability
company organized under the laws of the State of Delaware with
its principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, and Golden Capital Management,
LLC (the "Sub-Adviser"), a limited liability company organized
under the laws of the State of Delaware, with its principal place of
business at 00000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX
00000.
WHEREAS, the Adviser and the Sub-Adviser are
registered investment advisers under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust is engaged in business as an openend
investment company with one or more series of shares and is
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Trust's Board of Trustees (the "Board")
has engaged the Adviser to perform investment advisory services
for each series of the Trust under the terms of an investment
advisory agreement, dated August 6, 2003, between the Adviser
and the Trust (the "Advisory Agreement"); and
WHEREAS, the Adviser, acting pursuant to the Advisory
Agreement, wishes to retain the Sub-Adviser, and the Trust's
Board has approved the retention of the Sub-Adviser, to provide
investment advisory services to each series of the Trust listed in
Appendix A hereto as it may be amended from time to time (each a
"Fund" and collectively the "Funds"), and the Sub-Adviser is
willing to provide those services on the terms and conditions set
forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-
Adviser agree as follows:
Section 1. Appointment of Sub-Adviser. The Trust is
engaged in the business of investing and reinvesting its assets in
securities of the type and in accordance with the limitations
specified in its Declaration of Trust, as amended or supplemented
from time to time, By-Laws (if any) and Registration Statement
filed with the Securities and Exchange Commission (the
"Commission") under the 1940 Act, including any representations
made in its registration statement and in the prospectus and
statement of additional information of any fund that invests
substantially all of its assets in the Fund relating to the Funds
contained therein and as may be amended or supplemented from
time to time, all in such manner and to such extent as may from
time to time be authorized by the Board.
Subject to the direction and control of the Board, the
Adviser manages the investment and reinvestment of the assets of
the Funds and provides for certain management and other services
as specified in the Advisory Agreement.
Subject to the direction and control of the Board and the
Adviser, the Sub-Adviser shall manage the investment and
reinvestment of the assets of the Funds as specified in this
Agreement, and shall provide the management and other services
specified below in Section 2(a), all in such manner and to such
extent as may be directed in writing from time to time by the
Adviser. Notwithstanding anything in this Agreement to the
contrary, the Adviser shall be responsible for compliance with any
statute, rule, regulation, guideline or investment restriction that
applies to the Funds' investment portfolio as a whole and the Sub-
Adviser's responsibility and liability shall be limited to following
any written instruction the Sub-Adviser receives from the Adviser.
The investment authority granted to the Sub-Adviser shall
include the authority to exercise whatever powers the Trust may
possess with respect to any of its assets held by the Funds,
including, but not limited to, the power to exercise rights, options,
warrants, conversion privileges, redemption privileges, and to
tender securities pursuant to a tender offer. The Sub-Adviser shall
not, however, be responsible for voting proxies, for participating in
class actions and/or other legal proceedings on behalf of the Funds,
but will provide such assistance as is reasonably requested in
writing by the Adviser.
Section 2. Duties, Representations and Warranties of the Sub-Adviser.
(a) The Sub-Adviser shall make decisions with respect
to all purchases and sales of securities and other investment assets
for the Funds. To carry out such decisions, the Sub-Adviser is
hereby authorized, as agent and attorney-in-fact for the Trust, for
the account of, at the risk of and in the name of the Trust, to place
orders and issue instructions with respect to those transactions of
the Funds. In all purchases, sales and other transactions in
securities and other assets for the Funds, the Sub-Adviser is
authorized to exercise full discretion and act for the Trust and
instruct the Fund's custodian (the "Custodian") in the same manner
and with the same force and effect as the Trust might or could do
with respect to such purchases, sales or other transactions, as well
as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other
transactions.
The Sub-Adviser acknowledges that the Funds and other
mutual funds advised by the Adviser (collectively, the "fund
complex") may engage in transactions with certain sub-advisers in
the fund complex (and their affiliated persons) in reliance on
exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule
17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby
agrees that it will not consult with any other sub-adviser of a fund
in the fund complex that is not an affiliated person (as that term is
defined in the 1940 Act) of Xxxxx Fargo & Company ("Xxxxx
Fargo"), or an affiliated person of such a sub-adviser, concerning
transactions for a fund in securities or other fund assets. With
respect to a multi-managed Fund, the Sub-Adviser shall be limited
to managing only the discrete portion of the Fund's portfolio as
may be determined from time-to-time by the Board or the Adviser,
and shall not consult with any sub-adviser that is not an affiliated
person of Xxxxx Fargo as to any other portion of the Fund's
portfolio concerning transactions for the Fund in securities or other
Fund assets.
(b) Following the close of each calendar quarter, the
Sub-Adviser will report to the Board regarding the investment
performance of the Funds since the prior report, and will also keep
the Board informed of important developments known by it to
affect the Trust, the Fund and the Sub-Adviser, and on its own
initiative will furnish the Board and the Adviser from time to time
with such information as the Sub-Adviser, in its sole discretion,
believes appropriate, whether concerning the individual companies
whose securities are held by a Fund, the industries in which they
engage, or the economic, social or political conditions prevailing in
each country in which the Fund maintains investments. The Sub-
Adviser will also furnish the Board and the Adviser with such
statistical and analytical information with respect to securities held
by the Funds as the Sub-Adviser, in its sole discretion, believes
appropriate or as the Board or the Adviser may reasonably request
in writing.
The Sub-Adviser shall promptly notify the Adviser of (i)
any material changes regarding the Sub-Adviser that would impact
disclosure in the Trust's Registration Statement, or (ii) any
material violation of any requirement, provision, policy or
restriction that the Sub-Adviser is required to comply with under
Section 6 of this Agreement. The Sub-Adviser shall, within two
business days, notify both the Adviser and the Trust of any legal
process served upon it in connection with its activities hereunder,
including any legal process served upon it on behalf of the
Adviser, the Funds or the Trust. The Sub-Adviser, upon the
written request of the Custodian, shall reasonably cooperate with
the Custodian in the Custodian's processing of class actions or
other legal proceedings relating to the holdings (historical and/or
current) of the Funds.
(c) The Sub-Adviser may from time to time employ or
sub-contract the services of certain persons as the Sub-Adviser
believes to be appropriate or necessary to assist in the execution of
the Sub-Adviser's duties hereunder; provided, however, that the
employment of or sub-contracting to any such person shall not
relieve the Sub-Adviser of its responsibilities or liabilities
hereunder. The cost of performance of such duties shall be borne
and paid by the Sub-Adviser. No obligation may be imposed on
the Trust in any such respect.
The Sub-Adviser shall supervise and monitor the
activities of its representatives, personnel and agents in connection
with the execution of its duties and obligations hereunder. The
appropriate personnel of the Sub-Adviser will be made available to
consult with the Adviser, the Trust and the Board at reasonable
times and upon reasonable notice concerning the business of the
Trust.
(d) The Sub-Adviser shall maintain records relating to
portfolio transactions and the placing and allocation of brokerage
orders as are required to be maintained by the Trust under the 1940
Act. The books and records pertaining to the Trust which are in
possession of the Sub-Adviser shall be the property of the Trust.
The Trust, or the Trust's authorized representatives (including the
Adviser), shall have access to such books and records at all times
during the Sub-Adviser's normal business hours. Upon the
reasonable written request of the Trust, copies of any such books
and records shall be provided promptly by the Sub-Adviser to the
Trust or the Trust's authorized representatives.
(e) The Sub-Adviser represents and warrants to the
Adviser and the Trust that: (i) the retention of the Sub-Adviser as
contemplated by this Agreement is authorized by the Sub-
Adviser's governing documents; (ii) the execution, delivery and
performance of this Agreement does not violate any obligation by
which the Sub-Adviser or its property is bound, whether arising by
contract, operation of law or otherwise; (iii) this Agreement has
been duly authorized by appropriate action of the Sub-Adviser and
when executed and delivered by the Sub-Adviser will be the legal,
valid and binding obligation of the Sub-Adviser, enforceable
against the Sub-Adviser in accordance with the terms hereof,
subject, as to enforcement, to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general
equitable principles (regardless of whether enforcement is sought
in a proceeding in equity or law); (iv) if Sub-Adviser furnishes to
Adviser or the Trust the Sub-Adviser's composite performance
record for inclusion in a Fund's documents, (A) the composite
performance record of the Sub-Adviser's executive officers
furnished to the Adviser and the Trust in writing prior to the date
hereof (the "Data") is true and correct, and has been prepared in
accordance with applicable laws, rules, regulations, interpretations
and in accordance with industry guidelines and standards with
respect to standardized performance information; (B) there is no
information material to an understanding of the Data which the
Sub-Adviser has not provided in writing to the Adviser prior to the
date hereof; (C) the accounts included in the Data include all fully
discretionary accounts managed by the Sub- Adviser's executive
officers designated to act as portfolio managers of the Fund over
the period covered that have investment objectives, policies and
strategies that are substantially similar to those that will be
followed by the Fund as approved by the Board; (D) the Sub-
Adviser has the right, free from any legal or contractual restrictions
thereon, to the use, reproduction, and incorporation of the Data in
the public disclosure or marketing materials of the Fund, including
the prospectus and the statement of additional information and
proxy statements of any fund that invests substantially all of its
assets in the Fund (the "Public Disclosure"); and (E) the Sub6
Adviser is legally entitled to grant, and hereby grants, such rights
to the Adviser and/or the Trust with respect to the use of the Data
in the Public Disclosure, including with respect to any Public
Disclosure filed with the Commission prior to the date hereof.
Section 3. Delivery of Documents to the Sub-Adviser.
The Adviser has furnished the Sub-Adviser with true, correct and
complete copies of the following documents:
(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement filed with the Commission under the 1940 Act;
(c) The Advisory Agreement; and
(d) Written guidelines, policies and procedures adopted by the Trust.
The Adviser will furnish the Sub-Adviser with all future
amendments and supplements to the foregoing as soon as
practicable after such documents become available. The Adviser
shall furnish the Sub-Adviser with any further documents,
materials or information that the Sub-Adviser may reasonably
request in connection with the performance of its duties hereunder.
Sub-Adviser shall not be responsible for compliance with
any document, materials, instruction or other information not
provided to Sub-Adviser in a timely manner until a reasonable time
after receipt of same by Sub-Adviser.
The Sub-Adviser shall furnish the Adviser with written
certifications, in such form as the Adviser shall reasonably request
in writing, that it has received and reviewed the most recent
version of the foregoing documents provided by the Adviser and
that it will comply with such documents in the performance of its
obligations under this Agreement.
Section 4. Delivery of Documents to the Adviser. The
Sub-Adviser has furnished, and in the future will furnish, the
Adviser with true, correct and complete copies of each of the
following documents:
(a) The Sub-Adviser's most recent Form ADV;
(b) The Sub-Adviser's most recent balance sheet; and
(c) The current Code of Ethics of the Sub- Adviser, adopted pursuant
to Rule 17j-1 under the 1940 Act, and annual certifications regarding
compliance with such Code.
In addition, the Sub-Adviser will furnish the Adviser with
(i) a summary of the results of any future examination of the Sub-
Adviser by the Commission or other regulatory agency with
respect to the Sub-Adviser's activities hereunder; and (ii) copies of
its policies and procedures adopted pursuant to Rule 206(4)-7
under the Advisers Act.
The Sub-Adviser will furnish the Adviser with all such
documents as soon as practicable after such documents become
available to the Sub-Adviser, to the extent that such documents
have been changed materially. The Sub-Adviser shall furnish the
Adviser with any further documents, materials or information as
the Adviser may reasonably request in connection with Sub-
Adviser's performance of its duties under this Agreement,
including, but not limited to, information regarding the Sub-
Adviser's financial condition, level of insurance coverage and any
certifications or sub-certifications which may reasonably be
requested in connection with Fund registration statements, Form
N-CSR filings or other regulatory filings, and which are
appropriately limited to Sub-Adviser's responsibilities under this
Agreement.
Section 5. Control by Board. As is the case with respect
to the Adviser under the Advisory Agreement, any investment
activities undertaken by the Sub-Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Sub-
Adviser on behalf of the Fund, shall at all times be subject to the
direction and control of the Trust's Boards.
Section 6. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the Sub-
Adviser shall at all times comply with:
(a) investment guidelines, policies and restrictions
established by the Board that have been communicated in writing
to the Sub-Adviser;
(b) all applicable provisions of the 1940 Act and the
Advisers Act, and any rules and regulations adopted thereunder;
(c) the Registration Statement of the Trust, as it may be
amended from time to time, filed with the Commission under the
1940 Act and delivered to the Sub-Adviser;
(d) the provisions of the Declaration of Trust of the
Trust, as it may be amended or supplemented from time to time
and delivered to the Sub-Adviser;
(e) the provisions of the Internal Revenue Code of
1986, as amended, applicable to the Trust or the Funds, and any
rules and regulations adopted thereunder; and
(f) any other applicable provisions of state or federal
law, and any rules and regulations adopted thereunder.
Section 7. Proxies. The Adviser shall have responsibility
to vote proxies solicited with respect to issuers of securities in
which assets of the Funds are invested from time to time in
accordance with the Trust's policies on proxy voting. The Sub-
Adviser will provide, when requested in writing by the Adviser,
information on a particular issuer to assist the Adviser in the voting
of a proxy.
Section 8. Expenses. All of the ordinary business
expenses incurred in the operations of the Funds and the offering
of its shares shall be borne by the Funds unless specifically
provided otherwise in this Agreement. The expenses borne by the
Funds include, but are not limited to, brokerage commissions,
taxes, legal, auditing or governmental fees, the cost of preparing
share certificates, custodian, transfer agent and shareholder service
agent costs, expense of issue, sale, redemption and repurchase of
shares, expenses of registering and qualifying shares for sale,
expenses relating to Board and shareholder meetings, the cost of
preparing and distributing reports and notices to shareholders, the
fees and other expenses incurred by the Funds in connection with
membership in investment company organizations and the cost of
printing copies of prospectuses and statements of additional
information of any fund that invests substantially all of its assets in
the Fund distributed to such fund's shareholders.
The Sub-Adviser shall pay its own expenses in connection
with the services to be provided by it pursuant to this Agreement.
In addition, the Sub-Adviser shall be responsible for reasonable
out-of-pocket costs and expenses incurred by the Adviser or the
Trust: (a) to amend the Trust's registration statement (other than as
part of a normal annual updating of the registration statement) or
supplement the prospectus of any fund that invests substantially all
of its assets in the Fund, and circulate the same, solely to reflect a
change in the personnel of the Sub-Adviser responsible for making
investment decisions in relation to the Fund; or (b) to obtain
shareholder approval of a new sub-advisory agreement as a result
of a "change in control" (as such term in defined in Section 2(a)(9)
of the 0000 Xxx) of the Sub-Adviser, or to otherwise comply with
the 1940 Act, the Securities Act, or any other applicable statute,
law, rule or regulation, as a result of such change.
Section 9. Compensation. As compensation for the subadvisory
services provided under this Agreement, the Adviser shall
pay the Sub-Adviser fees, payable monthly, at the annual rates
indicated on Appendix B hereto, as such Schedule may be
amended or supplemented as agreed to in writing by the parties
from time to time. It is understood that the Adviser shall be
responsible for the Sub-Adviser's fee for its services hereunder,
and the Sub-Adviser agrees that it shall have no claim against the
Trust or the Funds with respect to compensation under this
Agreement.
Section 10. Standard of Care. The Trust and the Adviser
will expect of the Sub-Adviser, and the Sub-Adviser will give the
Trust and the Adviser the benefit of, the Sub-Adviser's best
judgment and efforts in rendering its services to the Trust, and the
Sub-Adviser shall not be liable hereunder for any mistake in
judgment. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Adviser or any of its officers, directors,
employees or agents, the Sub-Adviser shall not be subject to
liability to the Adviser, to the Trust or to any shareholders in the
Trust for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
Notwithstanding the foregoing, the Sub-Adviser shall be
responsible for the accuracy and completeness (and liability for the
lack thereof) of the statements and any Data (only if Sub-Adviser
furnishes to Adviser or the Trust any such Data for inclusion in
Fund documents) furnished by the Sub-Adviser for use by the
Adviser in the Fund's offering materials or the offering materials
of any fund that invests substantially all of its assets in the Fund
(including the prospectus, the statement of additional information,
advertising and sales materials) and any proxy statements that
pertain to the Sub-Adviser, the portfolio managers of the Fund and
the investment of the Fund's assets.
Nothing in this Agreement (including Sections 10, 15 or 16
of this Agreement) shall be construed to relieve either the Sub-
Adviser or the Adviser of any claims or liability arising under
federal securities laws or any non-waivable provisions of any other
federal or state laws.
Section 11. Non-Exclusivity. The services of the Sub-
Adviser to the Adviser and the Trust are not to be deemed to be
exclusive, and the Sub-Adviser shall be free to render investment
advisory and administrative or other services to others (including
other investment companies) and to engage in other activities. It is
understood and agreed that officers or directors of the Sub-Adviser
are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as
partners, officers, directors or trustees of any other firm or trust,
including other investment advisory companies.
It is understood that the Sub-Adviser performs investment
advisory services for various clients, including accounts of clients
in which the Sub-Adviser or associated persons have a beneficial
interest. The Sub-Adviser may give advice and take action in the
performance of its duties with respect to any of its other clients,
which may differ from the advice given, or the timing or nature of
action taken, with respect to the assets of the Funds. Nothing in
this Agreement shall be deemed to impose upon the Sub-Adviser
any obligation to purchase or sell for the Funds any security or
other property that the Sub-Adviser purchases or sells for its own
accounts or for the account of any other client.
Any information or recommendations supplied by the Sub-
Adviser to the Adviser or the Trust in connection with the
performance of its obligations hereunder shall be treated as
confidential and for use by the Adviser, the Trust or such persons
as they may designate, solely in connection with the Funds, except
as required by applicable law or as otherwise provided hereunder,
it being understood and agreed that the Adviser and the Trust may
disclose Fund portfolio holdings information in accordance with
the Trust's policies and procedures governing the disclosure of
Fund portfolio holdings, as amended or supplemented from time to
time. Information supplied by the Adviser or the Trust to the Sub-
Adviser in connection with performing its obligations under this
Agreement shall be treated by the Sub-Adviser as confidential and
for use by the Sub-Adviser solely in connection with the Funds and
the performance of the Sub-Adviser's obligations hereunder.
Section 12. Records. The Sub-Adviser shall, with respect
to orders the Sub-Adviser places for the purchase and sale of
portfolio securities of the Funds, maintain or arrange for the
maintenance of the documents and records required pursuant to
Rule 31a-1 under the 1940 Act, as well as trade tickets and
confirmations of portfolio trades, and such other records as the
Adviser reasonably requests to be maintained. All such records
shall be maintained in a form reasonably acceptable to the Adviser
and the Trust and in compliance with the provisions of Rule 31a-1
or any successor rule. All such records will be the property of the
Trust, and will be made available for inspection by the Trust and
its authorized representatives (including the Adviser). The Sub-
Adviser shall promptly, upon the Trust's written request, surrender
to the Trust those records that are the property of the Trust or the
Fund; provided, however, that the Sub-Adviser may retain copies
of such records.
Section 13. Term and Approval. This Agreement shall
become effective with respect to a Fund after it is approved in
accordance with the express requirements of the 1940 Act, and
executed by the Trust, Adviser and Sub-Adviser and shall
thereafter continue from year to year, provided that the
continuation of the Agreement is approved in accordance with the
requirements of the 1940 Act, which currently requires that the
continuation be approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of
"a majority of the outstanding voting securities" of the
Fund (as defined in Section 2(a)(42) of the 1940 Act,
and
(b) by the affirmative vote of a majority of the Trust's
Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of a
party to this Agreement (other than as Trustees of the
Trust), by votes cast in person at a meeting specifically
called for such purpose.
Section 14. Termination. This Agreement may be
terminated with respect to each Fund at any time, without the
payment of any penalty, by vote of the Board or by vote of a
majority of the Fund's outstanding voting securities, or by the
Adviser or Sub-Adviser upon sixty (60) days' written notice to the
other party. The notice provided for herein may be waived by the
party entitled to receipt thereof. This Agreement shall
automatically terminate in the event of its assignment, the term
"assignment" for purposes of this paragraph having the meaning
defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted
by the Commission or its staff in interpretive releases, or applied
by the Commission staff in no-action letters, issued under the 1940
Act.
This Agreement may also be terminated immediately by the
Adviser, the Sub-Adviser or the Trust in the event that a respective
party: (i) breaches a material term of this Agreement; or (ii)
commits a material violation of any governing law or regulation; or
(iii) engages in conduct that would have a material adverse effect
upon the reputation or business prospects of a respective party.
Section 15. Indemnification by the Sub-Adviser. In the
absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of
the Trust or the Adviser, or any of their respective officers,
directors, employees, affiliates or agents, the Trust and the
Adviser, respectively, shall not be responsible for, and the Sub-
Adviser hereby agrees to indemnify and hold harmless the Trust
and the Adviser and their respective officers, directors, employees,
affiliates and agents (severally, but not jointly) against any and all
losses, damages, costs, charges, reasonable counsel fees, payments,
expenses, liability, claims, actions, suits or proceedings at law or in
equity whether brought by a private party or a governmental
department, commission, board, bureau, agency or instrumentality
of any kind, arising out of or attributable to the willful
misfeasance, bad faith, grossly negligent acts or reckless disregard
of obligations or duties hereunder or the breach of any
representation and warranty hereunder on the part of the Sub-
Adviser or any of its officers, directors, employees affiliates or
agents. Notwithstanding the foregoing, the Sub-Adviser shall not
be liable hereunder for any losses or damages resulting from the
Sub-Adviser's adherence to the Adviser's written instructions, or
for any action or inaction by the Sub-Adviser consistent with the
Standard of Care described in Section 10 of this Agreement.
Section 16. Indemnification by the Trust and the
Adviser. Provided that the conduct of the Sub-Adviser, its
partners, employees, affiliates and agents is consistent with the
Standard of Care described in Section 10 of this Agreement, the
Sub-Adviser shall not be responsible for, and the Trust and the
Adviser (severally, but not jointly) hereby agree to indemnify and
hold harmless the Sub-Adviser, its partners, employees, affiliates
and agents against any and all losses, damages, costs, charges,
reasonable counsel fees and expenses, payments, expenses,
liability, claims, actions, suits or proceedings at law or in equity
whether brought by a private party or a governmental department,
commission, board, bureau, agency or instrumentality of any kind,
relating to the Sub-Adviser's act(s) or omission(s) in the course of,
or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any
security, or arising out of or attributable to conduct of the party
from whom such indemnification is sought and relating to: (i) the
advertising, solicitation, sale, purchase or pledge of securities,
whether of the Funds or other securities, undertaken by the Funds,
their officers, directors, employees, affiliates or agents, (ii) any
violations of the securities laws, rules, regulations, statutes and
codes, whether federal or of any state, by the Funds or the Adviser,
respectively, or their respective officers, directors, employees,
affiliates or agents, or (iii) the willful misfeasance, bad faith,
grossly negligent acts or reckless disregard of obligations or duties
hereunder on the part of the Funds or the Adviser, respectively, or
their respective officers, directors, employees, affiliates or agents.
Section 17. Notices. Any notices under this Agreement
shall be in writing, addressed and delivered or mailed postage paid
to the other party at such address as such other party may designate
for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Trust shall be 000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: C.
Xxxxx Xxxxxxx, and that of the Adviser shall be 000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention:
Xxxxxx Xxxx, and that of the Sub-Adviser shall be 00000 Xxxxx
Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, Attention: Xxx
Xxxxxxx.
Section 18. Questions of Interpretation. 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
1940 Act shall be resolved by reference to such terms or provision
of the 1940 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 Commission, or
interpretations of the Commission or its staff, or Commission staff
no-action letters, issued pursuant to the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of this Agreement is revised by rule,
regulation or order of the Commission, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
The duties and obligations of the parties under this Agreement
shall be governed by and construed in accordance with the laws of
the State of Delaware to the extent that state law is not preempted
by the provisions of any law of the United States heretofore or
hereafter enacted.
Section 19. Amendment. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought. If shareholder approval of an amendment is required under
the 1940 Act, no such amendment shall become effective until
approved by a vote of the majority of the outstanding shares of the
Fund. Otherwise, a written amendment of this Agreement is
effective upon the approval of the Board, the Adviser and the Sub-
Adviser.
Section 20. Xxxxx Fargo Name. The Sub-Adviser and the
Trust each agree that the name "Xxxxx Fargo," which comprises a
component of the Trust's name, is a property right of the parent of
the Adviser. The Trust agrees and consents that: (i) it will use the
words "Xxxxx Fargo" as a component of its corporate name, the
name of any series or class, or all of the above, and for no other
purpose; (ii) it will not grant to any third party the right to use the
name "Xxxxx Fargo" for any purpose; (iii) the Adviser or any
corporate affiliate of the Adviser may use or grant to others the
right to use the words "Xxxxx Fargo," or any combination or
abbreviation thereof, as all or a portion of a corporate or business
name or for any commercial purpose, other than a grant of such
right to another registered investment company not advised by the
Adviser or one of its affiliates; and (iv) in the event that the
Adviser or an affiliate thereof is no longer acting as investment
adviser to the Fund, the Trust shall, upon request by the Adviser,
promptly take such action as may be necessary to change its
corporate name to one not containing the words "Xxxxx Fargo" and
following such change, shall not use the words "Xxxxx Fargo," or
any combination thereof, as a part of its corporate name or for any
other commercial purpose, and shall use its best efforts to cause its
trustees, officers and shareholders to take any and all actions that
the Adviser may request to effect the foregoing and to reconvey to
the Adviser any and all rights to such words. The Sub-Adviser
may include the Funds in its representative client list.
Section 21. Risk Acknowledgement. The Sub-Adviser
does not guarantee the future performance of the Funds, the
success of any investment decision or strategy that the Sub-
Adviser may use, or the success of the Sub-Adviser's overall
management of the Funds. Each of the Trust and the Adviser
understand that investment decisions made for the Funds by the
Sub-Adviser are subject to various market, currency, economic and
business risks, and that those investment decisions will not always
be profitable. The Sub-Adviser will only be responsible for
providing the advisory services specified in Section 2(a) above.
Section 22. Authority to Execute Agreement. Each of
the individuals whose signature appears below represents and
warrants that he or she has full authority to execute this Agreement
on behalf of the party on whose behalf he or she has affixed his or
her signature to this Agreement. The Trust and the Adviser will
deliver to the Sub-Adviser such evidence of its authority with
respect to this Agreement as Sub-Adviser may reasonably require.
The Sub-Adviser will deliver to the Trust and the Adviser such
evidence of its authority with respect to this Agreement as the
Trust or the Adviser may reasonably require.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in triplicate by their respective
officers on the day and year first written above.
XXXXX FARGO MASTER TRUST
on behalf of the Funds
By:
---------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
---------------------------
Xxxxxx Xxxx
Executive Vice President
GOLDEN CAPITAL MANAGEMENT, LLC
By:
---------------------------
Xxxx X. Xxxxxx
President and CEO
APPENDIX A
GOLDEN CAPITAL MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT
XXXXX FARGO MASTER TRUST
Xxxxx Fargo Diversified Large Cap Growth Portfolio (1)
Xxxxx Fargo Index Portfolio
Appendix A Amended: November 16, 2016
---------------------------
(1) On November 16, 2016 the Board of Trustees of Xxxxx
Fargo Master Trust approved Golden Capital Management,
LLC as the sub-adviser to the Xxxxx Fargo Diversified
Large Cap Growth Portfolio, effective on or about
January 31, 2017.
APPENDIX B
GOLDEN CAPITAL MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO MASTER TRUST
This fee agreement is effective as of the 1st day of October,
2011, and amended the 16th day of November, 2016, by and among
Xxxxx Fargo Funds Management, LLC (the 'Adviser') and Golden
Capital Management, LLC (the 'Sub-Adviser').
WHEREAS, the parties have entered into an Investment Sub-Advisory
Agreement ('Sub-Advisory Agreement') whereby the Sub-Adviser
provides management and other services to each series of the
Trust listed in Appendix A to the Sub-Advisory Agreement
(each a 'Portfolio' and collectively, the 'Portfolios');
and
WHEREAS, the Sub-Advisory Agreement provides that the fees to
be paid to the Sub-Adviser are to be as indicated on this
Appendix B;
NOW THEREFORE, the parties agree that the fees to be paid to
the Sub-Adviser under the Sub-Advisory Agreement shall be
calculated and paid on a monthly basis by applying the annual
rates indicated below to the average daily net assets of each
Portfolio throughout the month:
Name of Portfolio
Sub-Advisory Fee
Xxxxx Fargo Diversified
Large Cap Growth Portfolio(2) First 1B 0.35%
Over 1B 0.30%
Xxxxx Fargo Index Portfolio First 100M 0.05%
Next 100M 0.03%
Over 200M 0.02%
If the Sub-Adviser shall provide management and other services for
less than the whole of a month, the foregoing compensation shall
be prorated based on the number of days in the month that such
Sub-Adviser provided management and other services to the Portfolio.
---------------------------
(2) On November 16, 2016 the Board of Trustees of Xxxxx Fargo Master
Trust approved Golden Capital Management, LLC as the sub-adviser to
the Xxxxx Fargo Diversified Large Cap Growth Portfolio, effective
on or about January 31, 2017.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
---------------------------
Xxxx Xxxxx
Senior Vice President
GOLDEN CAPITAL MANAGEMENT, LLC
By:
---------------------------
Xxxx X. Xxxxxx
President and CEO
