INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT is
made as of this 1st day of July, 2015, between Xxxxx Fargo
Variable 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
and Xxxxx Fargo Funds Management, LLC (the "Manager"), 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.
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended (the "1940 Act") as an openend
management investment company and is authorized to issue
interests (as defined in the Trust's Declaration of Trust, as
amended and supplemented from time to time), in separate series;
WHEREAS, the Trust desires that the Manager provide
investment management services consisting of advisory services
and Fund-level (as opposed to class-level) administrative services
to each series of the Trust listed on Schedule A hereto as such
Schedule may be amended or supplemented from time to time by
mutual agreement (each a "Fund" and collectively the "Funds"),
and the Manager is willing to provide those services on the terms
and conditions set forth in this Agreement; and
WHEREAS, the Trust has entered into a separate Class-
Level Administration Agreement with the Manager for the
provision of class-level administrative services ("Class-Level
Duties").
NOW THEREFORE, the Trust and the Manager agree as follows:
Section 1. Appointment of the Manager. 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 and 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 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 investment authority granted to the Manager 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, and participate in class
actions and other legal proceedings on behalf of the Funds.
The Trust hereby appoints the Manager, subject to the
direction and control of the Board, to manage the investment and
reinvestment of the assets in the Funds and, without limiting the
generality of the foregoing, to provide the other services specified
in Section 2 hereof.
The Trust hereby appoints the Manger to provide the Fundlevel
duties and services as set forth in Section 2(b) hereof, for the
compensation and on the terms herein provided, and the Manager
hereby accepts such appointment. Each new investment portfolio
established in the future by the Trust shall automatically become a
"Fund" for all purposes hereunder as if it were listed on Schedule
A, absent written notification to the contrary by either the Trust or
the Manager.
Section 2. Duties of the Manager.
(a) Advisory Services.
i) The Manager shall make decisions with respect to
all purchases and sales of securities and other investment
assets for the Funds. Among other things, the Manager
shall make all decisions with respect to the allocation of the
Funds' investments in various securities or other assets, in
investment styles and, if applicable, in other investment
companies or pooled vehicles in which a Fund may invest.
To carry out such decisions, the Manager 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 Manager 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.
ii) The Manager will report to the Board at each
regular meeting thereof regarding the investment
performance of the Funds since the prior report, and will
also keep the Board informed of important developments
affecting the Trust, each Fund and the Manager, and on its
own initiative will furnish the Board from time to time with
such information as the Manager 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 a Fund maintains
investments. The Manager will also furnish the Board with
such statistical and analytical information with respect to
securities in the Funds as the Manager may believe
appropriate or as the Board reasonably may request.
The Manager shall promptly notify the Trust of (A)
any changes regarding the Manager that would impact
disclosure in the Trust's Registration Statement, or (B) any
violation of any requirement, provision, policy or restriction
that the Manager is required to comply with under Section
6 of this Agreement. The Manager shall immediately notify
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 Funds or the Trust.
iii) The Manager will from time to time employ or subcontract
the services to certain persons as the Manager
believes to be appropriate or necessary to assist in the
execution of the Manager's duties hereunder; provided,
however, that the employment or sub-contracting with any
such person shall not relieve the Manager of its
responsibilities or liabilities hereunder and provided further
that the Manager shall not have the authority to subcontract
advisory responsibilities without the consent of the
Trust. The cost of performance of such duties will be borne
and paid by the Manager. No obligation may be imposed
on the Trust in any such respect.
The Manager shall supervise and monitor the
activities of its representatives, personnel, sub-contractors,
and agents in connection with the execution of its duties and
obligations hereunder. The appropriate personnel of the
Manager will be made available to consult with the Board at
reasonable times and upon reasonable notice concerning the
business of the Trust.
iv) The Manager 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 Manager 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 Manager 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 Manager shall be the
property of the Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and records
at all times during the Manager's normal business hours.
Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by the
Manager to the Trust or the Trust's authorized
representatives.
v) With respect to a Fund, the Manager shall have no
duties or obligations pursuant to this Agreement other than
as specified in Section 2(b) hereof, during any period
during which the Fund invests all (or substantially all) of its
investment assets in a registered, open-end management
investment company, or separate series thereof, in
accordance with Section 12(d)(1)(E) under the 0000 Xxx.
(b) Fund-Level Administrative Services. The Manager shall, at
its expense, provide the following Fund-level
administrative services in connection with the operations of
the Trust and the Funds, to the extent such services are not
provided to a specific Class of the Fund and covered under
the Funds' Class-Level Administration Agreement:
i) coordinate, supervise and make all payments to the
Funds' transfer agent and various sub-transfer agents and
omnibus account servicers and record-keepers;
ii) receive and tabulate shareholder votes;
iii) furnish statistical and research data;
iv) coordinate (or assist in) the preparation and filing
with the U.S. Securities and Exchange Commission
("SEC") of registration statements, notices, shareholder
reports, and other material required to be filed under
applicable laws;
v) prepare and file with the states registration
statements, notices, reports, and other material required to
be filed under applicable laws;
vi) prepare and file Form 24F-2s and N-SARs;
vii) review bills submitted to the Funds and, upon
determining that a xxxx is appropriate, allocating amounts to
the appropriate Funds and instructing the Funds' custodian
to pay such bills;
viii) coordinate (or assist in) the preparation of reports
and other information materials regarding the Funds,
including prospectuses, proxies and other shareholder
communications;
ix) prepare expense table and performance information
for annual updates;
x) provide legal and regulatory advice to the Funds in
connection with its other administrative functions,
including assignment of matters to outside legal counsel on
behalf of the Trust and supervising the work of such
counsel;
xi) provide office facilities and clerical support for the
Funds;
xii) develop and implement procedures for monitoring
compliance with regulatory requirements and compliance
with the Funds' investment objectives, policies and
restrictions;
xiii) serve as liaison between the Funds and their
independent auditors;
xiv) prepare and file tax returns;
xv) review payments of Fund expenses;
xvi) prepare expense budgeting and accruals;
xvii) provide communication, coordination, and
supervision services with regard to the Funds' transfer
agent, custodian, fund accountant, any co-administrators,
and other service organizations that render recordkeeping or
shareholder communication services;
xviii) provide information to the Funds' distributor
concerning fund performance and administration;
xix) provide reports to the Funds' board of directors
regarding its activities;
xx) assist in the preparation and assembly of meeting
materials, including comparable fee information, as
required, for the Funds' board of directors; and
xxi) provide any other administrative services reasonably
necessary for the operation of the Funds other than those
services that are to be provided by the Trust's transfer and
dividend disbursing agent, custodian, and fund accountant,
provided that nothing in this Agreement shall be deemed to
require Funds Management to provide any services that
may not be provided by it under applicable banking laws
and regulations.
In performing all Fund-level administrative services under
this Section 2(b), the Manager shall: (a) act in conformity with the
Trust's Declaration of Trust (and By-Laws, if any), the 1940 Act,
and any other applicable laws as may be amended from time to
time, and all relevant rules thereunder, and with the Trust's
registration statement under the Securities Act of 1933 and the
1940 Act, as may be amended from time to time; (b) consult and
coordinate with legal counsel to the Trust as necessary and
appropriate; and (c) advise and report to the Trust and its legal
counsel, as necessary and appropriate, with respect to any
compliance or other matters that come to its attention.
In connection with its duties under this Section 2(b), the
Manager may, at its own expense, enter into sub-administration
agreements with other service providers, provided that each such
service provider agrees with the Manager to comply with this
Agreement and all relevant provisions of the 1940 Act and any
other applicable laws as may be amended from time to time, and
all relevant rules thereunder. The Manager will provide the Trust
with a copy of each sub-administration agreement it executes
relating to the Trust. The Manager will be liable for acts or
omissions of any such sub-administrators under the standards of
care described herein under Section 11.
Section 3. Delivery of Documents to the Manager. The
Trust has furnished the Manager 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 and the Securities Act; and
(c) Written guidelines, policies and procedures adopted by the
Trust.
The Trust will furnish the Manager with all future
amendments and supplements to the foregoing as soon as
practicable after such documents become available. The Trust
shall furnish the Manager with any further documents, materials or
information that the Manager may reasonably request in connection
with the performance of its duties hereunder.
Section 4. Delegation of Responsibilities. The Manager
may carry out any of its obligations under this Agreement (other
than under Section 2(b) hereof) by employing, subject to
supervision by the Manager, one or more Sub-Adviser(s) who are
registered as investment advisers pursuant to the Investment
Advisers Act of 1940 ("Sub-Advisers"). Each Sub-Adviser's
employment will be evidenced by a separate written agreement
approved by the Board and, if required under the 1940 Act, by the
shareholders of the Fund (unless the Commission or its staff has
given authorization or issued an interpretation dispensing with the
requirement of shareholder approval). The Manager shall not be
liable hereunder for any act or omission of any Sub-Adviser,
except for failure to exercise good faith in the employment of the
Sub-Adviser and for failure to exercise appropriate supervision of
such Sub-Adviser, and as may otherwise be agreed in writing. The
Manager shall be solely responsible for compensating any Sub-
Adviser for services rendered under any Sub-Advisory Agreement.
The Manager may, from time to time and at any time, terminate
any Sub-Adviser and reassume the responsibilities assigned to such
Sub-Adviser with respect to any Fund without obtaining the
approval of the shareholders of the Fund.
Section 5. Control by Board. Any investment
management activities undertaken by the Manager pursuant to this
Agreement, as well as any other activities undertaken by the
Manager on behalf of the Funds, shall at all times be subject to the
direction and control of the Board.
Section 6. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the Manager
shall at all times comply with:
(a) all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;
(b) 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;
(c) the provisions of the Declaration of Trust of the Trust, as it
may be amended from time to time;
(d) the provisions of the Internal Revenue Code of 1986, as
amended, applicable to the Trust or the Funds, and any
rules and regulations adopted thereunder; and
(e) any other applicable provisions of state or federal law, and
any rules and regulations adopted thereunder.
Section 7. Proxies. The Manager shall have responsibility
to vote proxies solicited with respect to issuers of securities in
which assets of the Funds are invested in accordance with the
Trust's policies on proxy voting.
Section 8. Broker-Dealer Relationships. In connection
with the purchase and sale of securities for the Funds, the Manager
is responsible for broker-dealer selection and negotiation of
brokerage commission rates. The Manager'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 Manager 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
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 Manager 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 Manager 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 Manager 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 Manager with
respect to the Fund and to other clients of the Manager. The
Manager is further authorized to allocate the orders placed by it on
behalf of the Funds to brokers and dealers who also 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 Manager shall determine and the Manager will
report on said allocations regularly to the Board, indicating the
brokers to whom such allocations have been made and the basis
therefore.
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 Funds unless specifically
provided otherwise in this Agreement. The 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. In addition to
the fees described in Section 10 of this Agreement, the Trust (or its
other service providers, as may be provided pursuant to their
respective agreements and contracts with the Trust) shall pay all of
its Fund-level expenses which are not expressly assumed by the
Manager pursuant to Section 2(b) or otherwise hereunder. The
Fund-level expenses of legal counsel and accounting experts
retained by the Manager, after consulting with the Trust's legal
counsel and independent auditors, as may be reasonably necessary
or appropriate for the performance by the Manager of its duties
under this Agreement, shall be deemed to be Fund-level expenses
of, and shall be paid for by, the Trust.
The Manager shall pay its own expenses in connection with
the services to be provided by it pursuant to this Agreement and
shall, at its own expense, provide its own office space, facilities
and equipment. In addition, the Manager shall be responsible for
reasonable out-of-pocket costs and expenses incurred by the Trust:
(a) to amend the Trust's registration statement or supplement the
Fund's prospectus, and circulate the same, to reflect a change in the
personnel of the Manager responsible for making investment
decisions in relation to a Fund; (b) to obtain shareholder approval
of a new sub-advisory agreement as a result of a "change in
control" (as such term in defined in Section 2(a)(9) of the 0000
Xxx) of the Manager, or to otherwise comply with the 1940 Act, the
Securities Act, or any other applicable statute, law, rule or
regulation, as a result of such change; or (c) to meet other legal or
regulatory obligations caused by actions of the Manager.
Section 10. Compensation.
(a) As compensation for the investment management services
provided under this Agreement, the Trust shall pay the
Manager fees, payable monthly, at the annual rates
indicated on Schedule A hereto, as such Schedule may be
amended or supplemented from time to time. The fees
payable pursuant to this Paragraph shall be calculated based
on the average daily value (as determined on each business
day at the time set forth in the Prospectus for determining
net asset value per share) of each Fund's net assets, as
appropriate, during the preceding month. If the fee payable
to the Manager pursuant to this Paragraph begins to accrue
before the end of any month or if this Agreement terminates
before the end of any month, the fee for the period from the
effective date to the end of that month or from the
beginning of that month to the termination date,
respectively, shall be prorated according to the proportion
that the period bears to the full month in which the
effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of each Fund's
net assets shall be computed in the manner specified in that
Fund's registration statement as then on file with the SEC
for the computation of the value of the Fund's net assets in
connection with the determination of the net asset value of
Fund shares. For purposes of this Agreement, a "business
day" for a Fund is any day that the Fund is open for trading;
(b) No fee, other than the management fee payable monthly, at
the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented from time to
time, payable for the Fund-level administrative services set
forth in Section 2(b) of this Agreement, shall be payable
hereunder with respect to a Fund during any period in
which the Fund invests all (or substantially all) of its
investment assets in a single registered, open-end
management investment company, or a single separate
series thereof, in accordance with Section 12(d)(1)(E) under
the 1940 Act (a "Master-Feeder Fund structure");
(c) The Manager shall receive a fee as specified below for
investment management services consisting of both Fundlevel
administrative services and asset allocation services if
a Fund invests some of its investment assets in one or more
registered, open-end management investment companies, or
separate series thereof, in each case, in accordance with
Section 12(d)(1)(G) under the Act, the rules thereunder or
an exemptive order issued by the Commission exempting
the Fund from the provisions of Section 12(d)(1)(A) under
the Act (a "Fund of Funds structure").
Dormant Investment Management Fee
as % of Avg. Daily Net Asset Value
First 5B 0.30
Next 5B 0.29
Over 10B 0.28
Section 11. Standard of Care. The Trust will expect of
the Manager, and the Manager will give the Trust the benefit of,
the Manager's best judgment and efforts in rendering its services to
the Trust, and the Manager 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 Manager or any of its officers,
directors, employees or agents, the Manager shall not be subject to
liability to the Trust or to any shareholders of 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 12. Non-Exclusivity. The services of the
Manager to the Funds are not to be deemed to be exclusive, and the
Manager shall be free to render investment management 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 Manager may serve as officers and directors of
the Trust, and that officers or directors of the Trust may serve as
officers or directors of the Manager, to the extent that such services
may be permitted by law, and that the officers and directors of the
Manager 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 13. Records. The Manager shall, with respect to
orders the Manager 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 such records as the Funds' administrator
reasonably requests to be maintained, including, but not limited to,
trade tickets and confirmations for portfolio trades. All such
records shall be maintained in a form acceptable to 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 and use by the Trust and its
authorized representatives.
Section 14. Term and Approval. This Agreement shall
become effective with respect to a Fund after approved in
accordance with the requirements of the 1940 Act, and executed by
the Manager and the Trust, and shall thereafter continue from year
to year, provided that the continuation of the Agreement is
specifically 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.
Section 15. 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 Board
or by vote of a majority of a Fund's outstanding voting securities,
or by the Manager, 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 by the
Commission staff in no-action letters issued under the 1940 Act.
This Agreement may also be terminated immediately by the
Trust or the Manager in the event that either 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 such other party.
Section 16. Indemnification by the Manager. The Trust
shall not be responsible for, and the Manager shall indemnify and
hold the Trust or any Fund 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 on the part of the Manager or any of its
officers, directors, employees or agents.
Section 17. Indemnification by the Trust. In the absence
of willful misfeasance, bad faith, negligence or reckless disregard
of duties hereunder on the part of the Manager or any of its
officers, directors, employees or agents, the Trust hereby agrees to
indemnify and hold harmless the Manager 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.
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 C.
Xxxxx Xxxxxxx, and that of the Manager shall be 000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention
Xxxxx X. Xxxxxxx.
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,
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 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 of this Agreement. This
Agreement supersedes the Amended and Restated Investment
Advisory Agreement between the parties hereto dated August 6,
2003 and amended as of October 1, 2005, and combines the Fundlevel
administrative duties and fees of the Amended and Restated
Investment Advisory Agreement between the parties hereto dated
August 6, 2003 and amended as of October 1, 2005. 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 and the Manager.
Section 21. Xxxxx Fargo Name. The Manager 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 Manager. 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 Manager or any
corporate affiliate of the Manager 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
Manager or one of its affiliates; and (iv) in the event that the
Manager or an affiliate thereof is no longer acting as investment
adviser to any Fund, the Trust shall, upon request by the Manager,
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 Manager may request to effect the foregoing and to reconvey to
the Manager any and all rights to such words.
Section 22. Risk Acknowledgement. The Manager does
not guarantee the future performance of the Funds or any specific
level of performance, the success of any investment decision or
strategy that the Manager may use, or the success of the Manager's
overall management of the Funds. The Trust understands that
investment decisions made for the Funds by the Manager are
subject to various market, currency, economic and business risks,
and that those investment decisions will not always be profitable.
The Manager will manage only the securities, cash and other
investments for which management responsibility is delegated to it
and which are held in the Funds' account(s) and, in making
investment decisions for the Funds, the Manager will not consider
any other securities, cash or other investments owned by the Trust.
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 VARIABLE TRUST
on behalf of the Funds
By:
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
Xxxx Xxxxx
Senior Vice President
SCHEDULE A
XXXXX FARGO FUNDS MANAGEMENT
INVESTMENT MANAGEMENT AGREEMENT
XXXXX FARGO VARIABLE TRUST
FEE AS % OF AVG. DAILY
XXXXX FARGO VARIABLE TRUST NET ASSET VALUE
---------------------------------------------- -------------------------------
VT Index Asset Allocation Fund First 500M 0.60
Next 500M 0.54
Next 2B 0.50
Next 2B 0.475
Next 5B 0.44
Over 10B 0.43
--------------------------------------------------------------------------------
VT Discovery Fund First 500M 0.75
Next 500M 0.70
Next 1B 0.65
Next 2B 0.625
Next 1B 0.60
Next 5B 0.59
Over 10B 0.58
--------------------------------------------------------------------------------
VT International Equity Fund First 500M 0.80
Next 500M 0.75
Next 1B 0.70
Next 2B 0.675
Next 1B 0.65
Next 5B 0.64
Over 10B 0.63
--------------------------------------------------------------------------------
VT Intrinsic Value Fund(1) First 500M 0.60
Next 500M 0.55
Next 1B 0.50
Next 2B 0.475
Next 1B 0.45
Next 5B 0.44
Over 10B 0.43
--------------------------------------------------------------------------------
VT Omega Growth Fund First 500M 0.60
Next 500M 0.55
Next 1B 0.50
Next 2B 0.475
Next 1B 0.45
Next 5B 0.44
Over 10B 0.43
--------------------------------------------------------------------------------
VT Opportunity Fund First 500M 0.70
Next 500M 0.675
Next 1B 0.65
Next 2B 0.625
Next 1B 0.60
Next 5B 0.59
Over 10B 0.58
--------------------------------------------------------------------------------
VT Small Cap Growth Fund First 500M 0.80
Next 500M 0.75
Next 1B 0.70
Next 1B 0.675
Next 2B 0.65
Next 5B 0.64
Over 10B 0.63
--------------------------------------------------------------------------------
VT Small Cap Value Fund(2) First 500M 0.80
Next 500M 0.75
Next 1B 0.70
Next 1B 0.675
Next 2B 0.65
Next 5B 0.64
Over 10B 0.63
--------------------------------------------------------------------------------
VT Total Return Bond Fund(3) First 500M 0.45
Next 500M 0.425
Next 2B 0.40
Next 2B 0.375
Next 5B 0.34
Over 10B 0.33
--------------------------------------------------------------------------------
(1) On November 18, 2015 the Board of Trustees of Xxxxx Fargo Variable
Trust approved the liquidation of the VT Intrinsic Value Fund effective
on or about April 30, 2016.
(2) On November 18, 2015 the Board of Trustees of Xxxxx Fargo Variable
Trust approved the liquidation of the VT Small Cap Value Fund effective
on or about April 30, 2016.
(3) On November 18, 2015 the Board of Trustees of Xxxxx Fargo Variable
Trust approved the liquidation of the VT Total Return Bond Fund effective
on or about April 30, 2016.
Schedule A amended: November 18, 2015
The foregoing fee schedule is agreed to as of November 18, 2015 and
shall remain in effect until changed in writing by the parties.
XXXXX FARGO VARIABLE TRUST
By:
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
Xxxx Xxxxx
Senior Vice President
