EX.99(d)(17)
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN XXXXX FARGO FUNDS TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
XXXXX CAPITAL MANAGEMENT INCORPORATED
This AGREEMENT is made as of this ___ day of March, 2008, 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 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 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
retain the Sub-Adviser, and the Trust's Board has approved the retention of the
Sub-Adviser, to provide investment advisory services to each series of the Trust
listed in Appendix A hereto as it may be amended from time to time (each a
"Fund" and collectively the "Funds"), and the Sub-Adviser is willing to provide
those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agree as follows:
Section 1. Appointment of Sub-Adviser. The Trust is engaged in the business
of investing and reinvesting its assets in securities of the type and in
accordance with the limitations specified in its Declaration of Trust, as
amended or supplemented from time to time, By-Laws (if any) and Registration
Statement filed with the Securities and Exchange Commission (the "Commission")
under the 1940 Act 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.
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Subject to the direction and control of the Board, the Adviser manages the
investment and reinvestment of the assets of the Funds and provides for certain
management and other services as specified in the Advisory Agreement.
Subject to the direction and control of the Board and the Adviser, the
Sub-Adviser shall manage the investment and reinvestment of the assets of the
Funds as contemplated in this Agreement, and without limiting the generality of
the foregoing, 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 from
time to time by the Adviser. Notwithstanding anything in this Agreement to the
contrary, the Adviser shall be responsible for compliance with any statute,
rule, regulation, guideline or investment restriction that applies to the Funds'
investment portfolio as a whole and the Sub-Adviser's responsibility shall be
limited to following any instruction the Sub-Adviser might receive from the
Adviser.
The investment authority granted to the Sub-Adviser shall include the
authority to exercise whatever powers the Trust may possess with respect to any
of its assets held by the Funds, including, but not limited to, the power to
exercise rights, options, warrants, conversion privileges, redemption
privileges, and to tender securities pursuant to a tender offer. The Sub-Adviser
shall not, however, be responsible for voting proxies, for participating in
class actions and/or other legal proceedings on behalf of the Funds, but will
provide such assistance as is reasonably requested 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 Fund's custodian (the "Custodian") in the
same manner and with the same force and effect as the Trust might or could do
with respect to such purchases, sales or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
The Sub-Adviser acknowledges that the Funds and other mutual funds advised
by the Adviser (collectively, the "fund complex") may engage in transactions
with certain sub-advisers in the fund complex (and their affiliated persons) in
reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1
under the 1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not
consult with any other sub-adviser of a fund in the fund complex, 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 managing only the discrete portion of the Fund's
portfolio as may be determined from time-to-time by the Board or the Adviser,
and shall not consult with the sub-adviser as to any other portion of the Fund's
portfolio concerning transactions for the Fund in securities or other Fund
assets.
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(b) Following the close of each calendar quarter, the Sub-Adviser will
report to the Board regarding the investment performance of the Fund since the
prior report, and will also keep the Board informed of important developments
known by it to affect the Trust, the Fund and the Sub-Adviser, and on its own
initiative will furnish the Board and the Adviser from time to time with such
information as the Sub-Adviser 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 Fund 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, within two business days,
notify both the Adviser and the Trust of any legal process served upon it in
connection with its activities hereunder, including any legal process served
upon it on behalf of the Adviser, the Fund or the Trust. The Sub-Adviser 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 Fund.
(c) The Sub-Adviser may from time to time employ or sub-contract the
services of certain persons as the Sub-Adviser believes to be appropriate or
necessary to assist in the execution of the Sub-Adviser's duties hereunder;
provided, however, that the employment of or sub-contracting to any such person
shall not relieve the Sub-Adviser of its responsibilities or liabilities
hereunder. The cost of performance of such duties shall be borne and paid by the
Sub-Adviser. No obligation may be imposed on the Trust in any such respect.
The Sub-Adviser shall supervise and monitor the activities of its
representatives, personnel and agents in connection with the execution of its
duties and obligations hereunder. The appropriate personnel of the Sub-Adviser
will be made available to consult with the Adviser, the Trust and the Board at
reasonable times and upon reasonable notice concerning the business of the
Trust.
(d) The Sub-Adviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the 1940 Act. The 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 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
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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 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, 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 Trust.
The Adviser will furnish the Sub-Adviser with all future amendments and
supplements to the foregoing as soon as practicable after such documents become
available. The Adviser shall furnish the Sub-Adviser with any further documents,
materials or information that the Sub-Adviser may reasonably request in
connection with the performance of its duties hereunder.
Sub-Adviser shall not be responsible for compliance with any document,
materials, instruction or other information not provided to Sub-Adviser in a
timely manner, and 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, 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 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
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regarding the Sub-Adviser's financial condition, level of insurance coverage and
any certifications or sub-certifications which may reasonably be requested in
connection with Fund registration statements, Form N-CSR filings or other
regulatory filings, and which are appropriately limited to Sub-Adviser's
responsibilities under this Agreement.
Section 5. Control by Board. As is the case with respect to the Adviser
under the Advisory Agreement, any investment activities undertaken by the
Sub-Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Fund, shall at all times be
subject to the direction and control of the Trust's 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 and
delivered to the Sub-Adviser;
(d) the provisions of the Declaration of Trust of the Trust, as it may be
amended or supplemented from time to time and delivered to the Sub-Adviser;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the 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 Trust's 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. 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
Adviser. The Adviser has contractually committed to irrevocably absorb and pay
or reimburse all ordinary operating expenses of the Fund, except portfolio
transactions or other investment-related costs (e.g., commissions), fees payable
for services provided by the Fund's securities lending agent, interest, taxes,
leverage expenses and other expenses not incurred in the ordinary course of the
Fund's business.
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The Sub-Adviser shall pay its own expenses in connection with the services
to be provided by it pursuant to this Agreement. In addition, the Sub-Adviser
shall be responsible for reasonable out-of-pocket costs and expenses incurred by
the Adviser or the Trust: (a) to amend the Trust's registration statement (other
than as part of a normal annual updating of the registration statement) or
supplement the 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; or (b) to obtain shareholder approval of a
new sub-advisory agreement as a result of a "change in control" (as such term in
defined in Section 2(a)(9) of the 0000 Xxx) of the Sub-Adviser, or to otherwise
comply with the 1940 Act, the Securities Act, or any other applicable statute,
law, rule or regulation, as a result of such change.
Section 9. Compensation. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, at the annual rates indicated on Appendix B hereto, as such
Schedule may be amended or supplemented as agreed to in writing by the parties
from time to time. It is understood that the Adviser shall be responsible for
the Sub-Adviser's fee for its services hereunder, and the Sub-Adviser agrees
that it shall have no claim against the Trust or the Fund with respect to
compensation under this Agreement.
Section 10. Standard of Care. The Trust and the Adviser will expect of the
Sub-Adviser, and the Sub-Adviser will give the Trust and the Adviser the benefit
of, the Sub-Adviser's best judgment and efforts in rendering its services to the
Trust, and the Sub-Adviser shall not be liable hereunder for any mistake in
judgment. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability to the Adviser, to the Trust or to
any shareholders in the Trust for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
Nothing in this Agreement (including Sections 10, 15 or 16) shall be construed
to relieve either the Sub-Adviser or the Adviser of any claims or liability
arising under federal securities laws or any non-waivable provisions of any
other federal or state laws.
Section 11. Non-Exclusivity. The services of the Sub-Adviser to the Adviser
and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that officers or directors of the Sub-Adviser are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.
It is understood that the Sub-Adviser performs investment advisory services
for various clients, including accounts of clients in which the Sub-Adviser or
associated persons have a beneficial interest. The Sub-Adviser may give advice
and take action in the performance of its duties with respect to any of its
other clients, which may differ from the advice given, or the timing or nature
of action taken, with respect to the assets of the Fund. Nothing in this
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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.
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
Fund, maintain or arrange for the maintenance of the documents and records
required pursuant to Rule 31a-1 under the 1940 Act, as well as trade tickets and
confirmations of portfolio trades, and such other records as the Adviser
reasonably requests to be maintained. All such records shall be maintained in a
form reasonably acceptable to the Adviser and the Trust and in compliance with
the provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Trust, and will be made available for inspection by the Trust
and its authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Trust those records
that are the property of the Trust or the Fund; provided, however, that the
Sub-Adviser may retain copies of such records.
Section 13. Term and Approval. This Agreement shall become effective with
respect to a Fund after it is approved in accordance with the express
requirements of the 1940 Act, and executed by the Trust, Adviser and Sub-Adviser
and shall thereafter continue from year to year, provided that the continuation
of the Agreement is approved in accordance with the requirements of the 1940
Act, which currently requires that the continuation be approved at least
annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of the Fund (as defined
in Section 2(a)(42) of the 1940 Act, and
(b) by the affirmative vote of a majority of the Trust's Trustees who are
not parties to this Agreement or "interested persons" (as defined in
the 0000 Xxx) of a party to this Agreement (other than as Trustees of
the Trust), by votes cast in person at a meeting specifically called
for such purpose.
Section 14. Termination. This Agreement may be terminated with respect to
each Fund at any time, without the payment of any penalty, by vote of the Board
or by vote of a majority of the Fund's outstanding voting securities, or by the
Adviser or Sub-Adviser upon sixty (60) days' written notice to the other party.
The notice provided for herein may be waived by the party entitled to receipt
thereof. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by
the Commission or its staff in interpretive releases, or applied by the
Commission staff in no-action letters, issued under the 1940 Act.
This Agreement may also be terminated immediately by the Adviser, the
Sub-Adviser or the Trust in the event that a respective party: (i) breaches a
material term of this Agreement; or (ii) commits a material violation of any
governing law or regulation; or (iii) engages in conduct that would have a
material adverse effect upon the reputation or business prospects of a
respective party.
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Section 15. Indemnification by the Sub-Adviser. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Trust or the Adviser, or any of their
respective officers, directors, employees, affiliates or agents, the Trust and
the Adviser, respectively, shall not be responsible for, and the Sub-Adviser
hereby agrees to indemnify and hold harmless the Trust and the Adviser and their
respective officers, directors, employees, affiliates and agents (severally, but
not jointly) against any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses, liability, claims, actions, suits or
proceedings at law or in equity whether brought by a private party or a
governmental department, commission, board, bureau, agency or instrumentality of
any kind, arising out of or attributable to the willful misfeasance, bad faith,
grossly negligent acts or reckless disregard of obligations or duties hereunder
on the part of the Sub-Adviser or any of its officers, directors, employees
affiliates or agents. Notwithstanding the foregoing, the Sub-Adviser shall not
be liable hereunder for any losses or damages resulting from the Sub-Adviser's
adherence to the Adviser's written instructions, or for any action or inaction
by the Sub-Adviser consistent with the Standard of Care described in Section 10
of this Agreement.
Section 16. Indemnification by the Trust and the Adviser. Provided that the
conduct of the Sub-Adviser, its partners, employees, affiliates and agents is
consistent with the Standard of Care described in Section 10 of this Agreement,
the Sub-Adviser shall not be responsible for, and the Trust and the Adviser
(severally, but not jointly) hereby agree to indemnify and hold harmless the
Sub-Adviser, its partners, employees, affiliates and agents against any and all
losses, damages, costs, charges, reasonable counsel fees, 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 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 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 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: .
-----------------
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
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interpretations of the Commission or its staff, or Commission staff no-action
letters, issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act or the Advisers Act reflected in any provision of
this Agreement is revised by rule, regulation or order of the Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order. The duties and obligations of the parties under this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
to the extent that state law is not preempted by the provisions of any law of
the United States heretofore or hereafter enacted.
Section 19. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. If shareholder approval of an amendment is required
under the 1940 Act, no such amendment shall become effective until approved by a
vote of the majority of the outstanding shares of the Fund. Otherwise, a written
amendment of this Agreement is effective upon the approval of the Board, the
Adviser and the Sub-Adviser.
Section 20. Xxxxx Fargo Name. The Sub-Adviser and the Trust each agree that
the name "Xxxxx Fargo," which comprises a component of the Trust's name, is a
property right of the parent of the Adviser. The Trust agrees and consents that:
(i) it will use the words "Xxxxx Fargo" as a component of its corporate name,
the name of any series or class, or all of the above, and for no other purpose;
(ii) it will not grant to any third party the right to use the name "Xxxxx
Fargo" for any purpose; (iii) the Adviser or any corporate affiliate of the
Adviser may use or grant to others the right to use the words "Xxxxx Fargo," or
any combination or abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, other than a grant of such right to
another registered investment company not advised by the Adviser or one of its
affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no
longer acting as investment adviser to the Fund, the Trust shall, upon request
by the Adviser, promptly take such action as may be necessary to change its
corporate name to one not containing the words "Xxxxx Fargo" and following such
change, shall not use the words "Xxxxx Fargo," or any combination thereof, as a
part of its corporate name or for any other commercial purpose, and shall use
its best efforts to cause its trustees, officers and shareholders to take any
and all actions that the Adviser may request to effect the foregoing and to
reconvey to the Adviser any and all rights to such words. The Sub-Adviser may
include the Xxxxx Fargo Funds in its representative client list.
Section 21. Risk Acknowledgement. The Sub-Adviser does not guarantee the
future performance of the Funds, the success of any investment decision or
strategy that the Sub-Adviser may use, or the success of the Sub-Adviser's
overall management of the Funds. Each of the Trust and the Adviser understand
that investment decisions made for the Funds by the Sub-Adviser are subject to
various market, currency, economic and business risks, and that those investment
decisions will not always be profitable. The Sub-Adviser will only be
responsible for providing the advisory services specified in Section 2(a) above.
Section 22. Authority to Execute Agreement. Each of the individuals whose
signature appears below represents and warrants that he or she has full
authority to execute this Agreement on behalf of the party on whose behalf he or
she has affixed his or her signature to this Agreement. The Trust and the
Adviser will deliver to the Sub-Adviser such evidence of its
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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:
------------------------------------
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------------
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
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APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
XXXXX FARGO FUNDS TRUST
Funds Trust Funds
Xxxxx Fargo Managed Account CoreBuilder Shares - Series M
Xxxxx Fargo Managed Account CoreBuilder Shares - Series G
Approved by the Board of Trustees: November 7, 2007
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APPENDIX B
XXXXX CAPITAL MANAGEMENT INCORPORATED
SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is effective as of the __ day of March, 2008, by and
between Xxxxx Fargo Funds Trust (the "Trust"), 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 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 on this Appendix B;
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated and paid on a
monthly basis by applying the annual rates indicated below to the average daily
net assets of each Fund throughout the month:
Name of Fund Sub-Advisory Rate
--------------------------------------------------------- ------------------
Xxxxx Fargo Managed Account CoreBuilder Shares - Series M 0.09%
Xxxxx Fargo Managed Account CoreBuilder Shares - Series G 0.09%
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.
12
The foregoing fee schedule is agreed to as of this ___ day of March, 2008,
and shall remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS TRUST
on behalf of the Funds
By:
------------------------------------
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------------
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
------------------------------------
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