INVESTMENT MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT (this "Agreement")
is made as of this 18th day of November, 2015,
between Xxxxx Fargo Funds Trust (the "Trust"), a statutory trust
organized under the laws of the State of Delaware with its
principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx, 00000 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 Manager to provide the
Fund-level 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.
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 may 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 sub-contract 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 Class of a
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 recordkeepers;
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, allocate
amounts to the appropriate Funds and instruct 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 supervision of
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 coadministrators,
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 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. Manager will provide the Trust with
a copy of each sub-administration agreement it executes relating to
the Trust. 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-Manager(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, receiving any other
approvals required under the 1940 Act(unless the Commission or
its staff has given authorization or issued an interpretation
dispensing with any such requirement). 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 solely with the approval of
the Board.
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 approval required by
the 1940 Act 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 in a Master-Feeder Fund structure coverts to a Fund
that invests some or all of its investment assets in two 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 other person 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 approval 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. No
provision of this Agreement may be amended, 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. No
amendment shall become effective until approved in accordance
with applicable requirements under the 1940 Act.
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 other relevant parties 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.
Section 23. No Third Party Beneficiaries. Nothing in this
Agreement shall be deemed to confer on any person other than the
parties hereto any benefits, rights, remedies, obligations or
liabilities under or by reason of this Agreement. No person shall
be deemed to be a third-party beneficiary of this Agreement.
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 FUNDS 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 FUNDS TRUST
---------------------------------------------------
Xxxxx Fargo Funds Trust Fee as % of Avg. Daily
Net Asset Value
---------------------------------------------------
Small Cap Core Fund First 500M 0.85
Next 500M 0.825
Next 1B 0.80
Next 1B 0.775
Next 1B 0.75
Next 1B 0.73
Next 5B 0.72
Over 10B 0.71
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Approval by the Board of Trustees: 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 FUNDS TRUST
By:
--------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
--------------------
Xxxx Xxxxx
Senior Vice President
