SHAREHOLDER SERVICING AGREEMENT
SHAREHOLDER SERVICING AGREEMENT
THIS SHAREHOLDER SERVICING AGREEMENT is made as of February 20, 2014, and is amended and restated as of June 1, 2018, by and among XXXXX FARGO FUNDS TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”), XXXXX FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “WFFD”) and XXXXX FARGO FUNDS MANAGEMENT, LLC, a Delaware limited liability company (“WFFM”). WFFD and WFFM shall together be referred to as “Xxxxx Fargo”. Absent written notification to the contrary by either the Trust or Xxxxx Fargo, each new series of the Trust established in the future and for which the Service Plan (as defined below) has been adopted shall automatically become a “Fund” for all purposes hereunder as if set forth on Schedule I.
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust, pursuant to its shareholder servicing plan (the “Service Plan”), desires to retain WFFD and WFFM to provide or engage other entities to provide certain shareholder support services to beneficial owners of the Fund’s shares (the “Clients”);
WHEREAS, WFFD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and serves as the principal underwriter for the Funds; and
WHEREAS, WFFM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and serves as the investment adviser and administrator for the Funds;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Services as Shareholder Servicing Agent.
1.1 Xxxxx Fargo will provide to its Clients shareholder services and may provide sub-accounting, record-keeping, and other administrative services as may from time to time be reasonably requested by the Trust or its Clients, including, but not limited to, the services listed in Schedule II to this Agreement (the “Services”).
1.1.1 Xxxxx Fargo may sub-contract a portion of the Services to DST Asset Manager Solutions, Inc. (formerly Boston Financial Data Services, Inc., “DST”) to assist in the execution of Xxxxx Fargo’s duties to provide Services to Clients that establish and maintain accounts directly on the books and records of the Funds’ transfer agent (“Direct-to-Fund Investors”); provided, however, that the sub-contracting with such person shall not relieve Xxxxx Fargo of its responsibilities or liabilities hereunder. The cost of performance of such duties performed by DST will be borne and paid by Xxxxx Fargo. No obligation may be
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imposed on the Trust in any such respect. Xxxxx Fargo shall supervise the activities of DST in connection with the execution of its duties and obligations to provide Services to Direct-to-Fund Investors hereunder. In connection with the arrangement with DST, Xxxxx Fargo shall refund to applicable share classes of Funds in which Direct-to-Fund Investors pay a fee for Services under the Service Plan such amounts as may be agreed upon from time to time between Xxxxx Fargo and the Trust, with the approval of the Trust’s Board of Trustees. Xxxxx Fargo shall provide all Services to Direct-to-Fund Investors that are not sub-contracted to DST.
1.2 In connection with all matters relating to this Agreement, Xxxxx Fargo agrees to comply with all applicable federal and state laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act and the Advisers Act and the regulations of FINRA (“Applicable Law”).
1.3 The Trust shall furnish from time to time, for use in connection with the Services provided pursuant to this Agreement, such information with respect to the Funds as Xxxxx Fargo may reasonably request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent.
1.4 Xxxxx Fargo will be compensated for the Services rendered hereunder, to the extent permitted by the Service Plan. Xxxxx Fargo shall prepare reports for the Board of Trustees of the Trust (the “Board”) regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports of the amounts expended pursuant to the Service Plan and the purposes for which such expenditures were made.
1.5 Xxxxx Fargo may execute and deliver written, third-party agreements based substantially on the form of Administrative and Shareholder Servicing Agreement attached as Appendix C to the Service Plan, duly approved by the Board with banks, investment advisers, and other financial institutions that are holders of record or have a servicing relationship with Clients (the “Third-Party Servicing Agents”) to provide the Services to their Clients. WFFD may execute and deliver written, third-party agreements with broker-dealers that are holders of record or have a servicing relationship with Clients, based substantially on the form duly approved by the Board under the Distribution Plan. Xxxxx Fargo also may enter into such agreements based on such additional forms of agreement as it deems appropriate, provided that Xxxxx Fargo determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such Third-Party Servicing Agent under any such form of agreement do not exceed their responsibility or liability under the form(s) approved by the Board, and provided further that Xxxxx Fargo determines that the overall terms of any such form of agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board. In entering into and performing under such agreements, Xxxxx Fargo shall act as principal and not as agent for the Trust or any Fund.
2. Representations and Undertakings.
2.1 The Trust represents to Xxxxx Fargo that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.
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2.2 The Trust represents and warrants to Xxxxx Fargo that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes Xxxxx Fargo and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.
2.3 No Shares shall be offered by either Xxxxx Fargo or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust.
2.4 The Trust agrees to advise Xxxxx Fargo as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.
3. Indemnification.
3.1 The Trust agrees to indemnify, defend and hold Xxxxx Fargo, its several officers and directors, and any person who controls Xxxxx Fargo within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Xxxxx Fargo, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify Xxxxx Fargo, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by Xxxxx Fargo or any affiliate thereof
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and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify Xxxxx Fargo, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which Xxxxx Fargo, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of Xxxxx Fargo’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of Xxxxx Fargo’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement.
3.2 Xxxxx Fargo agrees to indemnify, defend and hold the Trust, its several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by Xxxxx Fargo or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by Xxxxx Fargo or any affiliate thereof to the Trust or its counsel required to be stated in such answers or necessary to make such information not misleading or (b) any alleged willful misfeasance, bad faith or negligence in the performance of Xxxxx Fargo’s obligations and duties under the Agreement or by reason of its alleged reckless disregard thereof.
4. Confidentiality.
Xxxxx Fargo agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Funds and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where Xxxxx Fargo may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.
In accordance with Regulation S-P, Xxxxx Fargo will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Fund regarding any shareholder; provided, however, that Xxxxx Fargo and its affiliates may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to Xxxxx Fargo, or as may be permitted by law. Xxxxx Fargo agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.
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5. Anti-Money Laundering Program.
WFFD represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency, and will promptly remedy any material deficiency of which it learns.
6. Limitations of Liability.
Except as provided in paragraph 3.2, Xxxxx Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.
7. Term.
This Agreement shall become effective on the date of its execution and may be terminated at any time on 30 days’ written notice to the other parties (which notice may be waived by the other parties).
8. Release.
The names “Xxxxx Fargo Funds Trust” and “Trustees of Xxxxx Fargo Funds Trust” refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the enforcement of any claims against the Trust.
9. Miscellaneous.
1. 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 an enforcement of the change, waiver, discharge or termination is sought.
2. This Agreement shall be governed by the laws of the State of Delaware.
10. Notices.
Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be Xxxxx Fargo Funds Trust, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Secretary, and that of Xxxxx Fargo shall be Xxxxx Fargo Funds Management, LLC, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Secretary.
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11. Counterparts.
This Agreement may be executed in any manner of counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
XXXXX FARGO FUNDS TRUST on behalf of the Funds | ||||
| By: | ||||
| Name: | Xxxxxx Xxxx | |||
| Title: | President | |||
| XXXXX FARGO FUNDS DISTRIBUTOR, LLC | ||||
| By: | ||||
| Name: | Xxxxx Xxxxxx | |||
| Title: | President | |||
| XXXXX FARGO FUNDS MANAGEMENT, LLC | ||||
| By: | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Senior Vice President | |||
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SCHEDULE I
SHAREHOLDER SERVICING AGREEMENT
XXXXX FARGO FUNDS TRUST
100% Treasury Money Market Fund
Absolute Return Fund
Adjustable Rate Government Fund
Alternative Risk Premia Fund
Asset Allocation Fund
C&B Large Cap Value Fund
C&B Mid Cap Value Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
Classic Value Fund
Common Stock Fund
Conservative Income Fund
Core Bond Fund
Core Plus Bond Fund
Disciplined Small Cap Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Equity Fund1
Diversified Income Builder Fund
Dynamic Target Today Fund
Dynamic Target 2015 Fund
Dynamic Target 2020 Fund
Dynamic Target 2025 Fund
Dynamic Target 2030 Fund
Dynamic Target 2035 Fund
Dynamic Target 2040 Fund
Dynamic Target 2045 Fund
Dynamic Target 2050 Fund
Dynamic Target 2055 Fund
Dynamic Target 2060 Fund
Emerging Growth Fund
Emerging Markets Equity Fund
Emerging Markets Equity Income Fund
Endeavor Select Fund
Enterprise Fund
Fundamental Small Cap Growth Fund
Global Investment Grade Credit Fund
Global Small Cap Fund
| 1 | On May 18, 2021, the Board of Trustees of Xxxxx Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021. |
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Government Money Market Fund
Government Securities Fund
Growth Fund
Growth Balanced Fund
Heritage Money Market Fund
High Yield Bond Fund
High Yield Municipal Bond Fund
Income Plus Fund
Index Asset Allocation Fund
Index Fund
Intermediate Tax/AMT-Free Fund
International Bond Fund
International Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Low Volatility U.S. Equity Fund
Managed Account CoreBuilder Shares - Series CP
Managed Account CoreBuilder Shares - Series M
Managed Account CoreBuilder Shares - Series SM
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
Municipal Sustainability Fund
National Tax-Free Money Market Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Real Return Fund
Short Duration Government Bond Fund
Short-Term Bond Plus Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Fund
Small Company Growth Fund
Small Company Value Fund
Special International Small Cap Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Specialized Technology Fund
Spectrum Aggressive Growth Fund
Spectrum Conservative Growth Fund
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Spectrum Growth Fund
Spectrum Income Allocation Fund
Spectrum Moderate Growth Fund
Strategic Municipal Bond Fund
Target Today Fund2
Target 2010 Fund3
Target 2015 Fund4
Target 2020 Fund5
Target 2025 Fund6
Target 2030 Fund7
Target 2035 Fund8
Target 2040 Fund9
Target 2045 Fund10
Target 2050 Fund11
Target 2055 Fund12
Target 2060 Fund13
| 2 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 3 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 4 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 5 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 6 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 7 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 8 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 9 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 10 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 11 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 12 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
| 13 | On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021. |
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Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
Utility and Telecommunications Fund
Wisconsin Tax-Free Fund
Schedule I amended: June 2, 2021
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SCHEDULE II
Services
| 1) | Establish and maintain accounts relating to Clients that invest in Shares; |
| 2) | Answer Client inquiries regarding account status and history, and the manner in which purchases, exchanges and redemptions of Shares may be effected; |
| 3) | Assist Clients in designating and changing dividend options (as available), account designations and addresses; |
| 4) | Process and verify purchase, redemption and exchange transactions; |
| 5) | Process and verify the wiring or other transfer of funds to and from Client accounts in connection with Client orders to purchase or redeem Shares; |
| 6) | Provide necessary personnel and facilities to establish and maintain Client accounts and records, respond to questions with respect to the Funds; and |
| 7) | Provide such other shareholder liaison or related services as the Funds or a Client may reasonably request. |
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