SUB-ADVISORY AGREEMENT
BETWEEN XXXXX FARGO FUNDS TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC
AND XXXXX & XXXXXX, X.X.
This AGREEMENT is made as of this 24th day
of March, 2004, between Xxxxx Fargo Funds 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 Xxxxx & Xxxxxx, X.X.
(the "Sub-Adviser"), a limited partnership organized
under the laws of the State of Pennsylvania, with its
principal place of business at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 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 open-end 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 engage the Sub-Adviser,
and the Trust's Board has approved the engagement 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
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 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,
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.
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 by the
Adviser.
Section 2. 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 and other assets for the Funds,
the Sub-Adviser is authorized to exercise full discretion
and act for the Trust and instruct the Funds 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 any other series of the Trust 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, or
an affiliated person of 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 providing investment advice with
respect to only the discrete portion of the Funds
portfolio as may be determined from time-to-time by the
Board or the Adviser, and shall not consult with the subadviser
as to any other portion of the Funds portfolio
concerning transactions for the Fund in securities or
other Fund assets.
(b) The Sub-Adviser will report to the Board at
each regular meeting thereof regarding the investment
performance of 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 and the Adviser
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 and the Adviser with such statistical and
analytical information with respect to securities held by the
Funds as the Sub-Adviser may believe appropriate or as the
Board or the Adviser reasonably request.
The Sub-Adviser shall promptly notify the Adviser
of (i) any changes regarding the Sub-Adviser that would
impact disclosure in the Trust's Registration Statement, or
(ii) any 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
immediately 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 shall reasonably cooperate with the Custodian in the
Custodians 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-Advisers duties
hereunder; provided, however, that the employment or
association with 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 Sub-
Adviser shall prepare and maintain, or cause to be
prepared and 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 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 Trusts authorized
representatives (including the Adviser), shall have access
to such books and records at all times during the Sub-
Advisers 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 Trusts authorized representatives.
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 and the Securities 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, to the extent that such documents have been
changed materially. 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.
The Sub-Adviser shall furnish the Adviser with
written certifications, in such form as the Adviser shall
reasonably request, 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-Advisers most recent Form ADV;
(b) The Sub-Advisers most recent balance sheet;
(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; and
(d) A report describing material findings resulting from
any examination of the Sub-Adviser by the Commission or
other regulatory agency with jurisdiction with respect to
Sub-Adviser's activities hereunder.
The Sub-Adviser will furnish the Adviser with
all such documents as soon as practicable after such
documents become available, 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.
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 Funds, shall at all times be subject to the direction
and control of the Trusts Board.
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 Securities Act and the 1940 Act;
(d) the provisions of the Declaration of
Trust of the Trust, as it may be amended or
supplemented from time to time;
(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
Trusts policies on proxy voting. The Sub-Adviser will
provide, when requested by the Adviser, information on
a particular issuer to assist the Adviser in the voting of a
proxy.
Section 8. 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-dealer to execute each particular
transaction for a Fund, the Sub-Adviser will consider
such factors it considers to be relevant to the transaction,
which are expected to include, among other things: 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 Board 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 provide brokerage and research
services within the meaning of Section 28(e) of the
Securities Exchange Act of 1934 and in compliance
therewith. 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, indicating the brokers to whom such
allocations have been made and the basis therefore.
Provided the investment objectives of the Funds
are adhered to, the Sub-Adviser may aggregate sales and
purchase orders of securities held in a Fund with similar
orders being made at approximately the same time for
other portfolios managed by the Sub-Adviser, if, in the
Sub-Adviser's reasonable judgment, such aggregation
will result in an overall economic benefit to the Fund. In
accounting for such aggregated order, price and
commission shall be averaged on a per bond or share
basis daily. The Trust and the Adviser acknowledge that
the Sub-Advisers determination of such economic
benefit to the Fund may be based on an evaluation that
the Fund is benefited by relatively better purchase or
sales price, lower commission expenses and beneficial
timing of transactions, the Sub-Adviser's fiduciary duty
to fairly allocate trading opportunities among its clients,
or a combination of these and other factors. The
allocation of securities so purchased or sold shall be
made by the Sub-Adviser in the manner that the Sub-
Adviser considers to be most equitable and consistent
with its fiduciary obligations to the Fund and other
clients. The Sub-Adviser represents and acknowledges
that it is solely responsible for complying with any and
all applicable pronouncements of the Commission or its
staff with respect to the requirements for aggregating
trades as may be set out in any interpretive release
and/or no-action letters issued by the Commission staff
("SEC Requirements"). The Sub-Adviser further agrees
to hold the Trust and the Adviser harmless from any and
all loss, damage or liability resulting from the Sub-
Advisers failure to comply with any applicable SEC
Requirements. The Sub-Adviser shall not be responsible
for any acts or omissions by any broker or dealer,
provided that the Sub-Adviser did not act with
negligence or willful misconduct in the selection of such
broker or dealer.
Section 9. Expenses. 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. 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
distributed to the Funds' 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-ofpocket
costs and expenses incurred by the Adviser or the
Trust: (a) to amend the Trusts registration statement or
supplement the Funds prospectus, and circulate the
same, to reflect a change in the personnel of the Sub-
Adviser responsible for making investment decisions in
relation to a Fund; (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; or (c) to meet other legal or
regulatory obligations caused by actions of the Sub-
Adviser.
Section 10. Compensation. As compensation for
the sub-advisory services provided under this
Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, at the annual rates indicated on
Schedule A hereto, as such Schedule may be amended or
supplemented as agreed to in writing by the parties from
time to time. Adviser shall pay Sub-Adviser such fee
within thirty days after the end of each month. 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 11. 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, 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.
Section 12. 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.
Section 13. 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 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 Trusts request,
surrender to the Trust those records which are the
property of the Trust or any Fund; provided, however,
that the Sub-Adviser may retain copies of such records.
Section 14. 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) by the Board, or 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), or
(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 15. 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 Board or by vote of a
majority of a Funds 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.
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; (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 16. Indemnification by the Sub-Adviser.
In the absence of willful misfeasance, bad faith,
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 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
(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, negligent acts or reckless
disregard of obligations or duties hereunder on the part
of the Sub-Adviser or any of its officers, directors,
employees affiliates or agents.
Section 17. Indemnification by the Trust and
the Adviser. 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 responsible for, and the Trust and
the Adviser (severally, but not jointly) hereby agree to
indemnify and hold harmless the Sub-Adviser 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 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, 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 18. 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: Xxxxx X. Xxxxxxx, and that of the Adviser
shall be 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: C. Xxxxx Xxxxxxx, and
that of the Sub-Adviser shall be 0000 Xxxxxx Xxxxxx,
Xxxxx 0000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention:
Xxxxxx X. Xxx.
Section 19. 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 20. 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 affected Funds. Otherwise, a
written amendment of this Agreement is effective upon
the approval of the Board, the Adviser and the Sub-
Adviser.
Section 21. Xxxxx Fargo Name. The Sub-Adviser
and the Trust each agree that the name "Xxxxx Fargo,"
which comprises a component of the Trusts 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, 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.
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 FUNDS TRUST
on behalf of the Funds
By: __________________________________
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: __________________________________
Xxxxxx Xxxx
Senior Vice President
XXXXX & XXXXXX, X.X.
By CBGP, LLC, its sole general partner
By: __________________________________
Xxxxxx X. Xxx, Manager
APPENDIX A
C&B INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
Funds Trust Funds
C&B Mid Cap Value Fund
Most recent annual approval by the Board of Trustees:
March 29, 2013
Appendix A amended: July 18, 2008
SCHEDULE A
C&B INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 18th day of
July, 2008, and is amended as of the 29th day of March,
2013, by and between Xxxxx Fargo Funds Management,
LLC (the "Adviser") and Xxxxx & Xxxxxx, X.X. (the
"Sub-Adviser").
WHEREAS, the parties and Xxxxx Fargo Funds
Trust 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 "Fund" and collectively the
"Funds"); and
WHEREAS, the Sub-Advisory Agreement
provides that the fees to be paid to the Sub-Adviser are
to be as indicated below;
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 each Fund's average daily net assets throughout
the month:
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
-------------------------------------------------------------------------
C&B Mid Cap Value Fund(1) First 250M 0.55%
Next 250M 0.50%
Next 250M 0.45%
Over 750M 0.40%
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(1) On March 29, 2013, the Board of Funds Trust approved an
advisory fee change to the C&B Mid Cap Value Fund.
Effective May 1, 2013 the advisory fees will be: First 200M
0.45%; Next 200M 0.40%; Over 400M 0.35%.
The foregoing fee schedule is agreed to as of March 29, 2013
and shall remain in effect until changed in writing by the
parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: __________________________________
Xxxxxx Xxxx
Executive Vice President
XXXXX & XXXXXX, X.X.
By: __________________________________
Name:
Title:
