EX-99.(d)(15)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN XXXXX FARGO FUNDS TRUST, XXXXX FARGO
FUNDS MANAGEMENT, LLC AND GALLIARD CAPITAL
MANAGEMENT, INC.
This AGREEMENT is made as of this 1st day of March, 2001, between Xxxxx
Fargo Funds Trust (the "Trust"), a business 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 Galliard
Capital Management, Inc., a corporation organized under the laws of the State
of Minnesota, with its principal place of business at 000 XxXxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the "Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "1940 Act") as an open-end, series management investment
company;
WHEREAS, the Adviser and Sub-Adviser are registered as investment advisers
under the Investment Advisers Act of 1940; and
WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the series of the Trust listed in
Appendix A hereto (each a "Fund" and collectively the "Funds"), and the
Sub-Adviser is willing to perform those services on the terms and conditions
set forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agrees as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS. 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 and the Securities Act of 1933 (the "Securities Act"),
including any representations made in the prospectus and statement of
additional information relating to the Funds contained therein and as may be
supplemented from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trust's Board of Trustees (the "Board").
The Board is authorized to issue any unissued shares in any number of
additional classes or series. The Trust has delivered copies of the documents
listed in this Section to the Sub-Adviser and will from time to time furnish
the Sub-Adviser with any amendments thereof.
SECTION 2. APPOINTMENT OF SUB-ADVISER. 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 services as specified in
the Investment Advisory Agreement between the Trust and the Adviser with
respect to the Funds.
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Subject to the direction and control of the Board, the Sub-Adviser shall
manage the investment and reinvestment of the assets of the Funds, and without
limiting the generality of the foregoing, shall provide the management and
other services specified below, all in such manner and to such extent as may be
directed from time to time by the Adviser.
SECTION 3. DUTIES 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 for the Funds, the Sub-Adviser is authorized to exercise full
discretion and act for the Trust 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.
(b) The Sub-Adviser will report to the Board at each regular meeting thereof
all material changes in the Funds since the prior report, and will also keep
the Board informed of important developments affecting the Trust, the Funds and
the Sub-Adviser, and on its own initiative will furnish the Board from time to
time with such information as the Sub-Adviser may believe 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 with such statistical and
analytical information with respect to securities in the Funds as the
Sub-Adviser may believe appropriate or as the Board reasonably may request. In
making purchases and sales of securities for the Funds, the Sub-Adviser will
comply with the policies set from time to time by the Board as well as the
limitations imposed by the Trust's Declaration of Trust, as amended or
supplemented from time to time, By-Laws (if any), Registration Statement under
the Act and the Securities Act, the limitations in the Act and in the Internal
Revenue Code of 1986, as amended applicable to the Trust and the investment
objectives, policies and restrictions of the Funds.
(c) The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
(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 Act. The Sub-Adviser shall prepare and
maintain, or cause to be prepared and
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maintained, in such form, for such periods and in such locations as may be
required by applicable law, all documents and records relating to the services
provided by the Sub-Adviser pursuant to this Agreement required to be prepared
and maintained by the Trust pursuant to the rules and regulations of any
national, state, or local government entity with jurisdiction over the Trust,
including the Securities and Exchange Commission and the Internal Revenue
Service. 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 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.
SECTION 4. CONTROL BY BOARD. As is the case with respect to the Adviser
under the Investment 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 Funds, shall at all times be
subject to the direction and control the Trust's Board.
SECTION 5. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:
(a) all applicable provisions of the 1940 Act, and any rules and regulations
adopted thereunder;
(b) the provisions of the registration statement of the Trust, as it may be
amended from time to time, under the Securities Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as it may be
amended or supplemented from time to time;
(d) the provisions of any By-laws of the Trust, if adopted and as it may be
amended from time to time, or resolutions of the Board as may be adopted from
time to time;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;
(f) any other applicable provisions of state or federal law; and
In addition, any code of ethics adopted by the Sub-Adviser must comply with
Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and any
broadly accepted industry practices, if requested by the Trust or the Adviser.
SECTION 6. BROKER-DEALER RELATIONSHIPS. The Sub-Adviser is responsible for
the purchase and sale of securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates. The Sub-Adviser's primary
consideration in effecting a security transaction will be to obtain the best
price and execution. In selecting a broker-
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dealer to execute each particular transaction for a Fund, the Sub-Adviser will
take the following into consideration: the best net price available, the
reliability, integrity and financial condition of the broker-dealer; the size
of and difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the Fund on a continuing basis.
Accordingly, the price to the Fund in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered. Subject
to such policies as the Trust's Board of Trustees may from time to time
determine, 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 having caused a Fund to pay a broker or dealer that provides brokerage and
research services to the Sub-Adviser an amount of commission for effecting a
portfolio investment transaction 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 overall responsibilities of the Sub-Adviser with respect to
the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further
authorized to allocate the orders placed by it on behalf of the Funds to
brokers and dealers who also provide research or statistical material, or other
services to the Funds or to the Sub-Adviser. Such allocation shall be in such
amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser
will report on said allocations regularly to the Board of Trustees of the Trust
indicating the brokers to whom such allocations have been made and the basis
therefor.
SECTION 7. EXPENSES OF THE FUND. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Trust 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 trustees 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
distributed to the Funds' shareholders.
SECTION 8. COMPENSATION. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented 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.
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SECTION 9. STANDARD OF CARE. The Trust and Adviser shall 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 as an inducement to the Sub-Adviser's undertaking
these services at the compensation level specified, the Sub-Adviser shall not
be liable hereunder for any mistake in judgment. In the absence of willful
misfeasance, bad faith, 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 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.
SECTION 10. 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.
SECTION 11. 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 or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with
the provisions of Rule 31a-1 or any successor rule. All such records will be
the property of the Funds, and will be available for inspection and use by the
Funds and their authorized representatives (including the Adviser). The
Sub-Adviser shall promptly, upon the Trust's request, surrender to the Funds
those records which are the property of the Trust or any Fund. The Sub-Adviser
will promptly notify the Funds' Administrator if it experiences any difficulty
in maintaining the records in an accurate and complete manner.
SECTION 12. 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.
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SECTION 13. TERMINATION. As required under the 1940 Act, this Agreement may
be terminated with respect to a Fund at any time, without the payment of any
penalty, by vote of the Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, on
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.
SECTION 14. INDEMNIFICATION BY THE SUB-ADVISER. The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out of
or attributable to the willful misfeasance, bad faith, negligent acts or
reckless disregard of obligations or duties of the Sub-Adviser or any of its
officers, directors, employees or agents.
SECTION 15. INDEMNIFICATION BY THE TRUST. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
against all 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 from the advertising,
solicitation, sale, purchase or pledge of securities, whether of the Funds or
other securities, undertaken by the Funds, their officers, directors, employees
or affiliates, resulting from any violations of the securities laws, rules,
regulations, statutes and codes, whether federal or of any state, by the Funds,
their officers, directors, employees or affiliates. Federal and state
securities laws impose liabilities under certain circumstances on persons who
act in good faith, and nothing herein shall constitute a waiver or limitation
of any rights which a Fund may have and which may not be waived under any
applicable federal and state securities laws.
SECTION 16. 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 Xxxxxxx X. Xxxxx, and that of the Adviser shall be 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxx, and
that of the Sub-Adviser shall be 000 Xx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx,
Xxxxxxxxx 00000, Attention: Xxxx X. Xxxxxxx.
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SECTION 17. 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.
SECTION 18. AMENDMENT. This Agreement supersedes the sub-advisory agreement
among Xxxxx Fargo Funds Trust, Xxxxx Fargo Bank, N.A. and Galliard Capital
Management, Inc. dated November 8, 1999, as approved by the Board of Trustees
on March 26, 1999 and January 25, 2000. 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 affected
Funds. Otherwise, a written amendment of this Agreement is effective upon the
approval of the Board of Trustees, the Adviser and the Sub-Adviser.
SECTION 19. 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 any Fund or
class of a 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
XXXXX FARGO FUNDS TRUST
on behalf of the Funds
By:
------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------
Xxxxxx Xxxx
Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
By:
------------------------------
Xxxx X. Xxxxxxx
Managing Partner
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APPENDIX A
GALLIARD INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
FUNDS TRUST FUNDS
Managed Fixed Income Fund
Stable Income Fund
Most recent approval by the Board of Trustees: [June __, 2009]
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SCHEDULE A
GALLIARD INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the [ ]th day of [ ], 2009, by and
between Xxxxx Fargo Funds Management, LLC (the "Adviser") and Galliard Capital
Management, Inc. (the "Sub-Adviser") and
WHEREAS, the parties and Xxxxx Fargo Funds Trust (the "Trust") have entered
into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement") whereby
the Sub-Adviser provides investment management advice to each series of the
Trust as listed in Schedule A to the Sub-Advisory Agreement (each a "Fund" and
collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the
Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser
under the Sub-Advisory Agreement shall be calculated as follows on a monthly
basis by applying the following annual rates to the assets of the Managed Fixed
Income Fund and Stable Income Fund as listed below:
NAME OF FUND BREAKPOINTS SUB-ADVISORY RATE
------------ ----------- -----------------
Managed Fixed Income Fund $0-$500M 0.10%
$500M-$1.5B 0.05%
>$1.5B 0.03%
Stable Income Fund $0-$500M 0.10%
$500M-$1.5B 0.05%
>$1.5B 0.03%
In determining whether a particular breakpoint has been reached, the Adviser
and the Sub-Adviser agree that the assets of the Managed Fixed Income Fund and
Stable Income Fund shall be combined. After combining the assets of the
affected Fund, the Adviser shall determine a blended fee rate. The blended fee
rate shall be applied equally across the two Funds.
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The foregoing fee schedule is agreed to as of [ ], 2009 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------
Xxxxxx Xxxx
Senior Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
By:
------------------------------
Xxxx X. Xxxxxxx
Managing Partner
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