XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
SUB-ADVISORY AGREEMENT
BETWEEN XXXXX FARGO MASTER TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
ARTISAN PARTNERS LIMITED PARTNERSHIP
This AGREEMENT is made as of this 6th day of October 2004, between Xxxxx
Fargo Master Trust (the "Trust"), a statutory trust organized under the laws of
the State of Delaware with its principal place of business at 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Xxxxx Fargo Funds Management, LLC
(the "Adviser"), a limited liability company organized under the laws of the
State of Delaware with its principal place of business at 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and Artisan Partners Limited
Partnership (the "Sub-Adviser"), a Limited Partnership organized under the laws
of the State of Delaware, with its principal place of business at 000 Xxxx
Xxxxxxxxx Xxxxxx, Xxxxx 00, Xxxxxxxxx, Xxxxxxxxx 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 desires 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 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.
1
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
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 the assets of the
Fund, 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 Fund, 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 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 Fund. 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
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 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 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. 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.
2
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
(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 the 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
3
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
(including the Adviser), shall have access to such books and records at all
times during the Sub-Adviser's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided
promptly by the Sub-Adviser to the Trust or the Trust's authorized
representatives.
SECTION 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.
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;
(ii) copies of its policies and procedures adopted pursuant to Rule 206(4)-7
under the Advisers Act; and (iii) beginning for periods ended after December 31,
2004, a copy of its Report on Controls Placed in Operations and Tests of
Effectiveness, including the report of independent public accountants, prepared
under Statement of Accounting Standards No. 70 ("SAS 70").
4
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
The Sub-Adviser will furnish the Adviser with all such documents as soon as
practicable after such documents become available. The Sub-Adviser shall furnish
the Adviser with any further documents, materials or information as the Adviser
may reasonably request in connection with Sub-Adviser's performance of its
duties under this Agreement, including, but not limited to, information
regarding the Sub-Adviser's financial condition, level of insurance coverage and
any certifications or sub-certifications which may reasonably be requested in
connection with Fund registration statements, Form N-CSR filings or other
regulatory filings, and which are appropriately limited to Sub-Adviser's
responsibilities under this Agreement.
SECTION 5. CONTROL BY BOARD. As is the case with respect to the Adviser
under the Advisory Agreement, any investment activities undertaken by the
Sub-Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Fund, shall at all times be
subject to the direction and control of the Trust's 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. BROKER-DEALER RELATIONSHIPS. The Sub-Adviser is responsible for
the purchase and sale of securities for the Fund, broker-dealer selection, and
negotiation of
5
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
brokerage commission rates. The Sub-Adviser's primary consideration in effecting
a security transaction will be to obtain the best price and execution under the
circumstances. In selecting a broker-dealer to execute each particular
transaction for the Fund, the Sub-Adviser will consider 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 Sub-Adviser
determines in good faith that 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 the 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 Fund 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 objective of the Fund is adhered to, the
Sub-Adviser may aggregate sales and purchase orders of securities held in the
Fund with similar orders being made simultaneously 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, taking into
consideration the advantageous selling or purchase price and brokerage
commission. 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-Adviser's 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, 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-Adviser's failure to comply with any
6
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
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
Fund unless specifically provided otherwise in this Agreement. 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 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 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 Trust: (a) to amend the Trust'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; 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 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 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 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.
7
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
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 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.
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
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
which are the property of the Trust or the 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 the 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), 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.
8
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
SECTION 15. TERMINATION. As required under the 1940 Act, 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 on sixty (60) days' and (6)
months, respectively, written notice to the other party. The notice provided for
herein may be waived by the party entitled to receipt thereof. Notwithstanding
the foregoing, this Agreement may be terminated by the Sub-Adviser on 30 days'
written notice if any change in the Fund's investment objective, restrictions or
guidelines would require the Sub-Adviser, in its reasonable judgment, to deviate
in its management of the Fund from its international growth investment strategy.
This Agreement shall automatically terminate in the event of its assignment, the
term "assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act, as it may be interpreted by the Commission or
its staff in interpretive releases, or applied by the Commission staff in
no-action letters, issued under the 1940 Act.
This Agreement may also be terminated immediately by the Adviser, the
Sub-Adviser or the Trust in the event that a respective party: (i) breaches a
material term of this Agreement; or (ii) commits a material violation of any
governing law or regulation; or (iii) engages in conduct that would have a
material adverse effect upon the reputation or business prospects of a
respective party.
SECTION 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, 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,
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 for any losses or damages arising 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 11
of this Agreement.
SECTION 17. 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 11 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
9
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
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, 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 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 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxx X. Xxxxx.
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 Fund. 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 Trust's name, is a
property
10
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
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 22. RISK ACKNOWLEDGEMENT. The Sub-Adviser does not guarantee the
future performance of the Fund or any specific level of performance, 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 Fund. 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 manage only the securities, cash and other investments
delegated to it which are held in the Fund's account and, in making investment
decisions for the Fund, the Sub-Adviser will not consider any other securities,
cash or other investments owned by the Trust.
SECTION 23. 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.
11
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in triplicate by their respective officers on the day and year first
written above.
XXXXX FARGO MASTER TRUST
on behalf of the Fund
By: ------------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: ------------------------------------
Xxxxxx Xxxx
Senior Vice President
ARTISAN PARTNERS LIMITED PARTNERSHIP
By Artisan Investment Corporation,
its general partner
By: ------------------------------------
Xxxxx X. Xxxxx
Vice President
12
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
APPENDIX A
ARTISAN INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO MASTER TRUST
MASTER TRUST FUNDS
International Growth Portfolio
Most recent annual approval by the Board of Trustees: March 26, 2010
13
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
APPENDIX B
ARTISAN INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO MASTER TRUST
This fee agreement is made as of the 6th day of October, 2004, by and
between Xxxxx Fargo Master Trust (the "Trust"), Xxxxx Fargo Funds Management,
LLC (the "Adviser") and Artisan Partners Limited Partnership (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 Fund's average
daily net assets throughout the month:
NAME OF FUND SUB-ADVISORY RATE(1)
------------ --------------------
International Growth Portfolio First 50M 0.80%
Next 200M 0.60%
Over 250M 0.50%
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 Funds.
----------
(1) On March 26, 2010, the Board of Trustees approved sub-advisory fee changes
for the International Growth Portfolio. Effective April 1, 2010 the prior
sub-advisory rates of 0.70% for the First 50M and 0.50% Over 250M will
change to the sub-advisory rates provided in the table.
14
XXXXX FARGO MASTER TRUST -- INTERNATIONAL GROWTH PORTFOLIO
The foregoing fee schedule is agreed to as of April 1, 2010 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO MASTER TRUST
on behalf of the Fund
By:
------------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------------
Xxxxxx Xxxx
Executive Vice President
ARTISAN PARTNERS LIMITED PARTNERSHIP
By Artisan Investment Corporation,
its general partner
By:
------------------------------------
Name:
Title:
15
