SUB-ADVISORY AGREEMENT
AMONG XXXXX FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
XXXXX CAPITAL MANAGEMENT INCORPORATED
This AGREEMENT is made as of this 9th day of July,
2010 by and among Xxxxx Fargo Advantage Global Dividend
Opportunity Fund (the "Fund"), a statutory trust organized under
the laws of the State of Delaware with its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 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 Capital
Management Incorporated (the "Sub-Adviser"), a corporation
organized under the laws of the State of California, with its
principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 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 Fund is engaged in business as an closedend
investment company and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund's Board of Trustees (the "Board")
has engaged the Adviser to perform investment advisory services
for the Fund under the terms of an investment advisory agreement,
dated July 9, 2010, between the Adviser and the Fund (the
"Advisory Agreement"); and
WHEREAS, the Adviser, acting pursuant to the Advisory
Agreement, wishes to retain the Sub-Adviser, and the Fund's
Board has approved the retention of the Sub-Adviser, to provide
investment advisory services to the Fund, and the Sub-Adviser is
willing to provide those services on the terms and conditions set
forth in this Agreement;
NOW THEREFORE, the Fund, the Adviser and Sub-
Adviser agree as follows:
Section 1. Appointment of Sub-Adviser. The Fund 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(s)
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
Fund 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 Fund 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 that portion of the assets of the Fund identified
from time to time by the Board or the Adviser (the "WCM
Portion") 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 Fund's 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 Fund may
possess with respect to any of the assets of the Fund's WCM
Portion, 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 Fund, 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 WCM Portion. To carry out such decisions, the Sub-
Adviser is hereby authorized, as agent and attorney-in-fact for the
Fund, for the account of, at the risk of and in the name of the Fund,
to place orders and issue instructions with respect to those
transactions of the Fund. In all purchases, sales and other
transactions in securities and other assets for the Fund, the Sub-
Adviser is authorized to exercise full discretion and act for the
Fund and instruct the Fund's custodian (the "Custodian") in the
same manner and with the same force and effect as the Fund 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 Fund 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, or an affiliated person of a sub-adviser,
concerning transactions for a fund in securities or other fund
assets. The Sub-Adviser shall be limited to managing only the
WCM Portion, and shall not consult with the sub-adviser 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 WCM Portion since the prior report, and will
also keep the Board informed of important developments known
by it to affect the WCM Portion 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 the Fund in the WCM
Portion, 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 Fund
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 Fund's Registration Statement(s), 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 Fund 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
or the Fund. 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 WCM
Portion.
(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 Fund 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 Fund and the Board at reasonable
times and upon reasonable notice concerning the business of the
Fund.
(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 Fund under the 1940
Act. Upon the Fund's reasonable request, the Sub-Adviser also
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 other documents and records
relating to the services provided by the Sub-Adviser pursuant to
this Agreement required to be prepared and maintained by the
Fund. The books and records required to be maintained by the
Fund which are in the possession of the Sub-Adviser shall be the
property of the Fund; provided, however, that if the Sub-Adviser
also is required to prepare and maintain any such books and
records to satisfy its own recordkeeping requirements, such books
and records shall constitute the property of each of the Fund and
the Sub-Adviser. The Fund, or the Fund'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 Fund,
copies of any such books and records shall be provided promptly
by the Sub-Adviser to the Fund or the Fund's authorized
representatives.
(e) The Sub-Adviser represents and warrants to the
Adviser and the Fund 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 Fund documents, (A) any composite
performance record of the Sub-Adviser's executive officers
furnished to the Adviser and the Fund 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 WCM Portion 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 (the "Public Disclosure"); and
(E) the Sub-Adviser is legally entitled to grant, and hereby grants,
such rights to the Adviser and/or the Fund 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(s) filed with the
Commission under the 1940 Act, including
the form of prospectus related to the Fund
included therein;
(c) The Advisory Agreement; and
(d) Written guidelines, policies and procedures
adopted by the Fund.
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 Fund's 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(s) of the Fund, as it may
be amended from time to time (including any information
transmitted to Shareholders pursuant to Rule 8b-16 under the 1940
Act), filed with the Commission under the Securities Act and the
1940 Act and delivered to the Sub-Adviser;
(d) the provisions of the Declaration of Trust of the
Fund, 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 Fund, 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 Fund are invested from time to time in
accordance with the Fund'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 Fund and the offering of
its shares shall be borne by the Fund unless specifically provided
otherwise in this Agreement or otherwise agreed by the Fund and
the Adviser and/or Sub-Adviser. The expenses borne by the Fund
include, but are not limited to, brokerage commissions, taxes,
legal, auditing or governmental fees, the cost of preparing share
certificates, custodian, transfer agent and registrar costs, all stock
exchange listing expenses, 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 Fund in
connection with membership in investment company organizations
and the cost of printing copies of prospectuses and statements of
additional information distributed to the 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
Fund: (a) to prepare press releases or to amend the Fund's
registration statement or supplement the Fund's prospectus, 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; (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 activities of the Sub-Adviser.
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 A 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
Fund with respect to compensation under this Agreement.
Section 10. Standard of Care. The Fund and the Adviser
will expect of the Sub-Adviser, and the Sub-Adviser will give the
Fund and the Adviser the benefit of, the Sub-Adviser's best
judgment and efforts in rendering its services to the Fund, 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 Fund or to any shareholders in the
Fund 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 liable for the
lack thereof) of the statements and Data (only if Sub-Adviser
furnishes to Adviser or the Fund any such Data for inclusion in
Fund documents) furnished by the Sub-Adviser for use by the
Adviser in the Fund's offering materials (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 WCM Portion.
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 Fund 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 Fund. Nothing in this
Agreement shall be deemed to impose upon the Sub-Adviser any
obligation to purchase or sell for the Fund 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 Fund in connection with the
performance of its obligations hereunder shall be treated as
confidential and for use by the Adviser, the Fund or such persons
as they may designate, solely in connection with the WCM
Portion, except as required by applicable law or as otherwise
provided hereunder, it being understood and agreed that the
Adviser and the Fund may disclose Fund portfolio holdings
information in accordance with the Fund'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 Fund 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 WCM Portion and the performance
of the Sub-Adviser's obligations hereunder.
The Sub-Adviser may include the Fund in its representative
client list.
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 WCM Portion, 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 Fund and in compliance with the provisions of Rule 31a-1
or any successor rule. All such records will be the property of the
Fund, and will be made available for inspection by the Fund and its
authorized representatives (including the Adviser). The Sub-
Adviser shall promptly, upon the Fund's written request, surrender
to the Fund those records that are the property of 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 the Fund after it is approved in
accordance with the express requirements of the 1940 Act, and
executed by the Fund, 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 Fund'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 Fund'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
Fund), by votes cast in person at a meeting specifically
called for such purpose.
Section 14. Termination. This Agreement may be
terminated with respect to the 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 parties. 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 Fund in the event that another
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 the terminating 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 Fund or the Adviser, or any of their respective officers,
directors, employees, affiliates or agents, the Fund and the
Adviser, respectively, shall not be responsible for, and the Sub-
Adviser hereby agrees to indemnify and hold harmless the Fund
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 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 Adviser hereby agrees 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 Adviser relating to: (i) the advertising, solicitation, sale,
purchase or pledge of securities, whether of the Fund or other
securities, undertaken by the Fund, its 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 Fund 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 Fund 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 Fund shall be 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Xxxxx Fargo Funds
Management, LLC, Attention: C. Xxxxx 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 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxx Xxxxxx.
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
Fund each agree that the name "Xxxxx Fargo," which comprises a
component of the Fund's name,is a property right of the parent of
the Adviser. The Fund 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 "Evergreen" or "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 Fund 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 21. Risk Acknowledgement. The Sub-Adviser
does not guarantee the future performance of the Fund, 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
WCM Portion. Each of the Fund and the Adviser understand that
investment decisions made for the Fund 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 manage the WCM portion and, in making
investment decisions for the Fund, the Sub-Adviser will not
consider any other securities, cash or other investments covered by
the Fund.
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 Fund 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 Fund and the Adviser such
evidence of its authority with respect to this Agreement as the
Fund or the Adviser may reasonably require.
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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 ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Xxxxxx XxXxxxx
Assistant Treasurer
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
W. Xxxxxxx Xxxx
Executive Vice President
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
Xxxxx Xxxxxx
Chief Operating Officer
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
SUB-ADVISORY AGREEMENT FEE AGREEMENT
XXXXX FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
This fee agreement is made as of the 9th day of July, 2010,
and is amended as of the 1st day of May, 2017, by and between
Xxxxx Fargo Global Dividend Opportunity Fund (the "Fund"),
Xxxxx Fargo Funds Management, LLC (the "Adviser") and Xxxxx
Capital Management Incorporated (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 the
Fund; 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 A;
The Adviser pays the Sub-Adviser a fee at an annual rate of
0.20% of the Fund's total assets.
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 Fund.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The foregoing fee schedule is agreed to as of this 1st day of
May, 2017, and shall remain in effect until agreed and changed in
writing by the parties.
XXXXX FARGO GLOBAL DIVIDEND OPPORTUNITY FUND
By:
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
Xxxx Xxxxx
Senior Vice President
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
Xxxxx Xxxxxx
Chief Operating Officer
