AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN XXXXX FARGO MASTER TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC
AND GALLIARD CAPITAL MANAGEMENT, INC.
This AMENDED AND RESTATED AGREEMENT is
made as of this 1st day of March, 2001, as amended and restated as
of November 7, 2012, between Xxxxx Fargo Master Trust
(formerly, Xxxxx Fargo Core 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 Galliard Capital Management, Inc., a
corporation organized under the laws of the State of Minnesota,
with its principal place of business at 000 XxXxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the "Sub-Adviser").
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended, (the "1940 Act") as an openend,
series management investment company;
WHEREAS, the Adviser and Sub-Adviser are registered as
investment advisers under the Investment Advisers Act of 1940;
and
WHEREAS, the Trust and the Adviser desire that the Sub-
Adviser perform investment advisory services for each of the
series of the Trust listed in Appendix A hereto (each a "Fund" and
collectively the "Funds"), and the Sub-Adviser is willing to
perform those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-
Adviser agrees as follows:
Section 1. The Trust; Delivery of Documents. 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 supplemented from time to
time, all in such manner and to such extent as may from time to
time be authorized by the Trust's Board of Trustees (the "Board").
The Board is authorized to issue any unissued shares in any
number of additional classes or series. The Trust has delivered
copies of the documents listed in this Section to the Sub-Adviser
and will from time to time furnish the Sub-Adviser with any
amendments thereof.
Section 2. Appointment of Sub-Adviser. 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 services as specified in the
Investment Advisory Agreement between the Trust and the
Adviser with respect to the Funds.
Subject to the direction and control of the Board, the Sub-
Adviser shall manage the investment and reinvestment of the
assets of the Funds, and without limiting the generality of the
foregoing, shall provide the management and other services
specified below, all in such manner and to such extent as may be
directed from time to time by the Adviser.
The 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 that is not an affiliated person (as that term is
defined in the 1940 Act) of Xxxxx Fargo & Company ("Xxxxx
Fargo"), or an affiliated person of such 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 any Sub-adviser that is not an affiliated
person of Xxxxx Fargo as to any other portion of the Fund's
portfolio concerning transactions for the Fund in securities or other
Fund assets.
Section 3. 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 for the Funds, the Sub-Adviser is authorized to exercise
full discretion and act for the Trust 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.
(b) The Sub-Adviser will report to the Board at each
regular meeting thereof all material changes in the Funds since the
prior report, and will also keep the Board informed of important
developments affecting the Trust, the Funds and the Sub-Adviser, and
on its own initiative will furnish the Board 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
with such statistical and analytical information with respect to
securities in the Funds as the Sub-Adviser may believe appropriate or
as the Board reasonably may request. In making purchases and sales
of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations
imposed by the Trust's Declaration of Trust, as amended or
supplemented from time to time, By-Laws (if any), Registration
Statement under the Act and the Securities Act, the limitations in the
Act and in the Internal Revenue Code of 1986, as amended applicable
to the Trust and the investment objectives, policies and restrictions of
the Funds.
(c) The Sub-Adviser may from time to time employ or
associate with such persons as the Sub-Adviser believes to be
appropriate or necessary to assist in the execution of the Sub-
Adviser's duties hereunder, the cost of performance of such duties to
be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
(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 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
Securities and Exchange 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 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 4. Control by Board. As is the case with respect
to the Adviser under the Investment Advisory Agreement, any
investment activities undertaken by the Sub-Adviser pursuant to
this Agreement, as well as any other activities undertaken by the
Sub-Adviser on behalf of the Funds, shall at all times be subject to
the direction and control the Trust's Board.
Section 5. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the Sub-
Adviser shall at all times comply with:
(a) all applicable provisions of the 1940 Act, and any
rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the
Trust, as it may be amended from time to time, under the
Securities Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the
Trust, as it may be amended or supplemented from time to time;
(d) the provisions of any By-laws of the Trust, if
adopted and as it may be amended from time to time, or
resolutions of the Board as may be adopted from time to time;
(e) the provisions of the Internal Revenue Code of
1986, as amended, applicable to the Trust or the Funds;
(f) any other applicable provisions of state or federal
law; and
In addition, any code of ethics adopted by the Sub-Adviser
must comply with Rule 17j-1 under the 1940 Act, as it may be
amended from time to time, and any broadly accepted industry
practices, if requested by the Trust or the Adviser.
Section 6. Broker-Dealer Relationships. The Sub-
Adviser is responsible for the purchase and sale of securities for
the Funds, broker-dealer selection, and negotiation of brokerage
commission rates. The Sub-Adviser's primary consideration in
effecting a security transaction will be to obtain the best price and
execution. In selecting a broker-dealer to execute each particular
transaction for a Fund, the Sub-Adviser will take the following into
consideration: the best net price available, the reliability, integrity
and financial condition of the broker-dealer; the size of and
difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the Fund on a continuing basis.
Accordingly, the price to the Fund in any transaction may be less
favorable than that available from another broker-dealer if the
difference is reasonably justified by other aspects of the portfolio
execution services offered. Subject to such policies as the Trust's
Board of Trustees may from time to time determine, the Sub-
Adviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely
by reason of having caused a Fund to pay a broker or dealer that
provides brokerage and research services to the Sub-Adviser an
amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction, if the
Sub-Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of the Sub-Adviser with respect to the Fund and to
other clients of the Sub-Adviser. The Sub-Adviser is further
authorized to allocate the orders placed by it on behalf of the Funds
to brokers and dealers who also provide research or statistical
material, or other services to the Funds or to the Sub-Adviser.
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 of Trustees of the Trust
indicating the brokers to whom such allocations have been made
and the basis therefor.
Section 7. Expenses of the Fund. All of the ordinary
business expenses incurred in the operations of the Funds and the
offering of their shares shall be borne by the Funds unless
specifically provided otherwise in this Agreement. These expenses
borne by the Trust 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 trustees and shareholder
meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Funds
in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Funds'
shareholders.
Section 8. Compensation. As compensation for the subadvisory
services provided under this Agreement, the Adviser shall
pay the Sub-Adviser fees, payable monthly, the annual rates
indicated on Schedule A hereto, as such Schedule may be amended
or supplemented 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 Funds with respect to
compensation under this Agreement.
Section 9. Standard of Care. The Trust and Adviser shall
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 as an
inducement to the Sub-Adviser's undertaking these services at the
compensation level specified, 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 Trust or to any shareholders
in the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
Section 10. 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.
Section 11. Records. The Sub-Adviser shall, with respect
to orders the Sub-Adviser places for the purchase and sale of
portfolio securities of the Funds, maintain or arrange for the
maintenance of the documents and records required pursuant to
Rule 31a-1 under the 1940 Act as well as trade tickets and
confirmations of portfolio trades and such other records as the
Adviser or the Funds' Administrator reasonably requests to be
maintained. All such records shall be maintained in a form
acceptable to the Funds and in compliance with the provisions of
Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use
by the Funds and their authorized representatives (including the
Adviser). The Sub-Adviser shall promptly, upon the Trust's
request, surrender to the Funds those records which are the
property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in
maintaining the records in an accurate and complete manner.
Section 12. 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 13. Termination. As required under the 1940
Act, this Agreement may be terminated with respect to a Fund at
any time, without the payment of any penalty, by vote of the
Trust's Board of Trustees or by vote of a majority of a Fund's
outstanding voting securities, or by the Adviser or Sub-Adviser, on
sixty (60) days' written notice to the other party. The notice
provided for herein may be waived by the party entitled to receipt
thereof. This Agreement shall automatically terminate in the event
of its assignment, the term "assignment" for purposes of this
paragraph having the meaning defined in Section 2(a)(4) of the
1940 Act, as it may be interpreted by the Commission or its staff in
interpretive releases, or applied by the Commission staff in noaction
letters, issued under the 1940 Act.
Section 14. Indemnification by the Sub-Adviser. The
Trust shall not be responsible for, and the Sub-Adviser shall
indemnify and hold the Trust or any Fund of the Trust harmless
from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or
attributable to the willful misfeasance, bad faith, negligent acts or
reckless disregard of obligations or duties of the Sub-Adviser or
any of its officers, directors, employees or agents.
Section 15. Indemnification by the Trust. In the absence
of willful misfeasance, bad faith, negligence or reckless disregard
of duties hereunder on the part of the Sub-Adviser or any of its
officers, directors, employees or agents, the Trust hereby agrees to
indemnify and hold harmless the Sub-Adviser against all 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 from the
advertising, solicitation, sale, purchase or pledge of securities,
whether of the Funds or other securities, undertaken by the Funds,
their officers, directors, employees or affiliates, resulting from any
violations of the securities laws, rules, regulations, statutes and
codes, whether federal or of any state, by the Funds, their officers,
directors, employees or affiliates. Federal and state securities laws
impose liabilities under certain circumstances on persons who act in
good faith, and nothing herein shall constitute a waiver or limitation
of any rights which a Fund may have and which may not be waived
under any applicable federal and state securities laws.
Section 16. 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:
Xxxxxx Xxxx, and that of the Adviser shall be 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx
Xxxx, and that of the Sub-Adviser shall be 000 Xx Xxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxx X.
Xxxxxxx.
Section 17. 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.
Section 18. Amendment. This Agreement supersedes the
sub-advisory agreement among Xxxxx Fargo Core Trust, Xxxxx
Fargo Bank, N.A. and Galliard Capital Management, Inc. dated
November 8, 1999, as approved by the Board of Trustees on
March 26, 1999 and January 25, 2000. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought. If shareholder approval of an amendment is
required under the 1940 Act, no such amendment shall become
effective until approved by a vote of the majority of the
outstanding shares of the affected Funds. Otherwise, a written
amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.
Section 19. 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 any Fund or class of a 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.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in duplicate by their respective
officers on the day and year first written above.
XXXXX FARGO MASTER TRUST
on behalf of the Funds
By:
-----------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
-----------------------------------
Xxxxxx Xxxx
Executive Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
By:
-----------------------------------
APPENDIX A
GALLIARD INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO MASTER TRUST
Master Trust Funds
Managed Fixed Income Portfolio
Stable Income Portfolio
Most recent annual approval by the Board of Trustees: March 29, 2012
Appendix A amended: October 1, 2005
SCHEDULE A
GALLIARD INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO MASTER TRUST
This fee agreement is made as of the 7th day of August,
2001, and is amended and restated as of the 25th day of August,
2010, by and between Xxxxx Fargo Funds Management, LLC (the
"Adviser") and Galliard Capital Management, Inc. (the "Sub-
Adviser").
WHEREAS, the parties and Xxxxx Fargo Master Trust (the
"Trust") have entered into an Investment Sub-Advisory Agreement
("Sub-Advisory Agreement") whereby the Sub-Adviser provides
investment management advice to each series of the Trust as listed
in Schedule A to the Sub-Advisory Agreement (each a "Fund" and
collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that
the fees to be paid to the Sub-Adviser are to be as agreed upon in
writing by the parties.
NOW THEREFORE, the parties agree that the fees to be
paid to the Sub-Adviser under the Sub-Advisory Agreement shall
be calculated as follows on a monthly basis by applying the
following annual rates to the assets of the Managed Fixed Income
Portfolio and Stable Income Portfolio as listed below:
NAME OF FUND SUB-ADVISORY RATE
------------------------------------------- -----------------
Managed Fixed Income Portfolio First 100M 0.20%
Next 200M 0.175%
Next 200M 0.15%
Over 500M 0.10%
Stable Income Portfolio First 100M 0.15%
Next 200M 0.10%
Over 300M 0.05%
The foregoing fee schedule is agreed to as of August 25, 2010
and shall remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
---------------------------
Xxxxxx Xxxx
Executive Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
By:
---------------------------
Xxxx X. Xxxxxxx
Managing Partner
