SUB-ADVISORY AGREEMENT
BETWEEN XXXXX FARGO FUNDS TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
GLOBAL INDEX ADVISORS, INC.
This AGREEMENT is made as of this 20th day of May, 2014,
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, 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 Global Index Advisors,
Inc. (the "Sub-Adviser"), a corporation organized under the laws of the
State of Delaware, with its principal place of business at 0000
Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000.
WHEREAS, the Adviser and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"); and
WHEREAS, the Trust is engaged in business as an open-end
investment company with one or more series of shares and is
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Trust's Board of Trustees (the "Board") has
engaged the Adviser to perform investment advisory services for each
series of the Trust under the terms of an investment advisory
agreement, dated August 6, 2003, between the Adviser and the Trust
(the "Advisory Agreement"); and
WHEREAS, the Adviser, acting pursuant to the Advisory
Agreement, wishes to retain the Sub-Adviser, and the Trust's Board
has approved the retention of the Sub-Adviser, to provide investment
advisory services to each series of the Trust listed in Appendix A
hereto as it may be amended from time to time (each a "Fund" and
collectively the "Funds"), and the Sub-Adviser is willing to provide
those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser
agree as follows:
Section 1. Appointment of Sub-Adviser. The Trust is
engaged in the business of investing and reinvesting its assets in
securities of the type and in accordance with the limitations specified
in its Declaration of Trust, as amended or supplemented from time to
time, By-Laws (if any) and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the
1940 Act and the Securities Act of 1933 (the "Securities Act"),
including any representations made in the prospectus and statement
of additional information relating to the 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 Board.
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 other services as specified
in the Advisory Agreement.
Subject to the direction and control of the Board and the
Adviser, the Sub-Adviser shall manage the investment and
reinvestment of the assets of the Funds as contemplated in this
Agreement, and without limiting the generality of the foregoing, shall
provide the management and other services specified below in Section
2(a), all in such manner and to such extent as may be directed from
time to time by the Adviser. Notwithstanding anything in this
Agreement to the contrary, the Adviser shall be responsible for
compliance with any statute, rule, regulation, guideline or investment
restriction that applies to the Funds' investment portfolio as a whole
and the Sub-Adviser's responsibility shall be limited to following any
instruction the Sub-Adviser might receive from the Adviser.
The investment authority granted to the Sub-Adviser shall
include the authority to exercise whatever powers the Trust may
possess with respect to any of its assets held by the 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. The Sub-Adviser shall not, however, be
responsible for voting proxies, for participating in class actions and/or
other legal proceedings on behalf of the Funds, but will provide such
assistance as is reasonably requested by the Adviser.
Section 2. Duties of the Sub-Adviser.
(a) The Sub-Adviser shall make decisions with respect to
all purchases and sales of securities and other investment assets for
the 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 and other
assets for the Funds, the Sub-Adviser is authorized to exercise full
discretion and act for the Trust and instruct the Fund's custodian (the
"Custodian") in the same manner and with the same force and effect
as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary
or incidental to the furtherance or conduct of such purchases, sales or
other transactions.
The Sub-Adviser acknowledges that the Funds and other
mutual funds advised by the Adviser (collectively, the "fund complex")
may engage in transactions with certain sub-advisers in the fund
complex (and their affiliated persons) in reliance on exemptions under
Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940
Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult
with any other sub-adviser of a fund in the fund complex, or an
affiliated person of a sub-adviser, concerning transactions for a fund in
securities or other fund assets. With respect to a multi-managed
Fund, the Sub-Adviser shall be limited to managing only the discrete
portion of the Fund's portfolio as may be determined from time-totime
by the Board or the Adviser, and shall not consult with the subadviser
as to any other portion of the Fund's portfolio concerning
transactions for the Fund in securities or other Fund assets. The
foregoing is in no way intended to limit the Sub-Adviser from serving
fully in its capacity as administrator to the Dow Xxxxx Target Date
Indexes.
(b) Following the close of each calendar quarter, the Sub-
Adviser will report to the Board regarding the investment performance of
the Fund since the prior report, and will also keep the Board informed of
important developments known by it to affect the Trust, the Fund and the
Sub-Adviser, and on its own initiative will furnish the Board and the Adviser
from time to time with such information as the Sub-Adviser may believe
appropriate, whether concerning the individual companies whose
securities are held by 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 and the Adviser with such statistical and analytical information with
respect to securities held by the Fund as the Sub-Adviser may believe
appropriate or as the Board or the Adviser reasonably request.
The Sub-Adviser shall promptly notify the Adviser of (i) any
changes regarding the Sub-Adviser that would impact disclosure in the
Trust's Registration Statement, or (ii) any violation of any requirement,
provision, policy or restriction that the Sub-Adviser is required to comply
with under Section 6 of this Agreement. The Sub-Adviser shall, within two
business days, notify both the Adviser and the Trust of any legal process
served upon it in connection with its activities hereunder, including any
legal process served upon it on behalf of the Adviser, the Fund or the Trust.
The Sub-Adviser shall reasonably cooperate with the Custodian in the
Custodian's processing of class actions or other legal proceedings relating
to the holdings (historical and/or current) of the Fund.
(c) The Sub-Adviser may from time to time employ or subcontract
the services of certain persons as the Sub-Adviser believes to be
appropriate or necessary to assist in the execution of the Sub-Adviser's
duties hereunder; provided, however, that the employment of or subcontracting
to any such person shall not relieve the Sub-Adviser of its
responsibilities or liabilities hereunder. The cost of performance of such
duties shall be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
The Sub-Adviser shall supervise and monitor the activities of its
representatives, personnel and agents in connection with the execution
of its duties and obligations hereunder. The appropriate personnel of
the Sub-Adviser will be made available to consult with the Adviser, the
Trust and the Board at reasonable times and upon reasonable notice
concerning the business of the Trust.
(d) The Sub-Adviser shall maintain records relating to
portfolio transactions and the placing and allocation of brokerage orders
as are required to be maintained by the Trust under the 1940 Act. The
Sub-Adviser shall prepare and maintain, or cause to be prepared and
maintained, in such form, for such periods and in such locations as may
be required by applicable law, all documents and records relating to the
services provided by the Sub-Adviser pursuant to this Agreement
required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity
with jurisdiction over the Trust, including the Commission and the
Internal Revenue Service. The books and records pertaining to the Trust
which are in possession of the Sub-Adviser shall be the property of the
Trust. The Trust, or the Trust's authorized representatives (including the
Adviser), shall have access to such books and records at all times during
the Sub-Adviser's normal business hours. Upon the reasonable request
of the Trust, copies of any such books and records shall be provided
promptly by the Sub-Adviser to the Trust or the Trust's authorized
representatives.
Section 3. Delivery of Documents to the Sub-Adviser. The
Adviser has furnished the Sub-Adviser with true, correct and complete
copies of the following documents:
(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement filed with the Commission under the 1940
Act, including the form of prospectus related to the Fund included therein;
(c) The Advisory Agreement; and
(d) Written guidelines, policies and procedures adopted by the Trust.
The Adviser will furnish the Sub-Adviser with all future
amendments and supplements to the foregoing as soon as practicable
after such documents become available. The Adviser shall furnish the
Sub-Adviser with any further documents, materials or information that
the Sub-Adviser may reasonably request in connection with the
performance of its duties hereunder.
Sub-Adviser shall not be responsible for compliance with any
document, materials, instruction or other information not provided to
Sub-Adviser in a timely manner, and until a reasonable time after
receipt of same by Sub-Adviser.
The Sub-Adviser shall furnish the Adviser with written
certifications, in such form as the Adviser shall reasonably request,
that it has received and reviewed the most recent version of the
foregoing documents provided by the Adviser and that it will comply
with such documents in the performance of its obligations under this
Agreement.
Section 4. Delivery of Documents to the Adviser. The Sub-
Adviser has furnished, and in the future will furnish, the Adviser with
true, correct and complete copies of each of the following documents:
(a) The Sub-Adviser's most recent Form ADV;
(b) The Sub-Adviser's most recent balance sheet; and
(c) The current Code of Ethics of the Sub-Adviser, adopted pursuant to
Rule 17j-1 under the 1940 Act, and annual certifications regarding
compliance with such Code.
In addition, the Sub-Adviser will furnish the Adviser with (i) a
summary of the results of any future examination of the Sub-Adviser
by the Commission or other regulatory agency with respect to the
Sub-Adviser's activities hereunder; and (ii) copies of its policies and
procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act.
The Sub-Adviser will furnish the Adviser with all such
documents as soon as practicable after such documents become
available, to the extent that such documents have been changed
materially. The Sub-Adviser shall furnish the Adviser with any further
documents, materials or information as the Adviser may reasonably
request in connection with Sub-Adviser's performance of its duties
under this Agreement, including, but not limited to, information
regarding the Sub-Adviser's financial condition, level of insurance
coverage and any certifications or sub-certifications which may
reasonably be requested in connection with Fund registration
statements, Form N-CSR filings or other regulatory filings, and which
are appropriately limited to Sub-Adviser's responsibilities under this
Agreement.
Section 5. Control by Board. As is the case with respect to
the Adviser under the Advisory Agreement, any investment activities
undertaken by the Sub-Adviser pursuant to this Agreement, as well as
any other activities undertaken by the Sub-Adviser on behalf of the
Fund, shall at all times be subject to the direction and control of the
Trust's Board.
Section 6. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, the Sub-Adviser
shall at all times comply with:
(a) investment guidelines, policies and restrictions
established by the Board that have been communicated in writing to
the Sub-Adviser;
(b) all applicable provisions of the 1940 Act and the
Advisers Act, and any rules and regulations adopted thereunder;
(c) the Registration Statement of the Trust, as it may be
amended from time to time, filed with the Commission under the
Securities Act and the 1940 Act and delivered to the Sub-Adviser;
(d) the provisions of the Declaration of Trust of the
Trust, as it may be amended or supplemented from time to time and
delivered to the Sub-Adviser;
(e) the provisions of the Internal Revenue Code of 1986,
as amended, applicable to the Trust or the Fund, and any rules and
regulations adopted thereunder; and
(f) any other applicable provisions of state or federal
law, and any rules and regulations adopted thereunder.
Section 7. Proxies. The Adviser shall have responsibility to
vote proxies solicited with respect to issuers of securities in which
assets of the Fund are invested from time to time in accordance with
the Trust's policies on proxy voting. The Sub-Adviser will provide,
when requested by the Adviser, information on a particular issuer to
assist the Adviser in the voting of a proxy.
Section 8. Expenses. All of the ordinary business expenses
incurred in the operations of the Fund and the offering of its shares
shall be borne by the Fund unless specifically provided otherwise in
this Agreement. The expenses borne by the Fund include, but are not
limited to, brokerage commissions, taxes, legal, auditing or
governmental fees, the cost of preparing share certificates, custodian,
transfer agent and shareholder service agent costs, expense of issue,
sale, redemption and repurchase of shares, expenses of registering
and qualifying shares for sale, expenses relating to Board and
shareholder meetings, the cost of preparing and distributing reports
and notices to shareholders, the fees and other expenses incurred by
the Fund in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Fund's
shareholders.
The Sub-Adviser shall pay its own expenses in connection
with the services to be provided by it pursuant to this Agreement. In
addition, the Sub-Adviser shall be responsible for reasonable out-ofpocket
costs and expenses incurred by the Adviser or the Trust: (a) to
amend the Trust's registration statement (other than as part of a
normal annual updating of the registration statement) or supplement
the Fund's prospectus, and circulate the same, solely to reflect a
change in the personnel of the Sub-Adviser responsible for making
investment decisions in relation to the Fund; or (b) to obtain
shareholder approval of a new sub-advisory agreement as a result of a
"change in control" (as such term in defined in Section 2(a)(9) of the
0000 Xxx) of the Sub-Adviser, or to otherwise comply with the 1940
Act, the Securities Act, or any other applicable statute, law, rule or
regulation, as a result of such change.
Section 9. Compensation. As compensation for the subadvisory
services provided under this Agreement, the Adviser shall pay
the Sub-Adviser fees, payable monthly, at the annual rates indicated
on Appendix B hereto, as such Schedule may be amended or
supplemented as agreed to in writing by the parties from time to time.
It is understood that the Adviser shall be responsible for the Sub-
Adviser's fee for its services hereunder, and the Sub-Adviser agrees
that it shall have no claim against the Trust or the Fund with respect to
compensation under this Agreement.
Section 10. Standard of Care. The Trust and the Adviser will
expect of the Sub-Adviser, and the Sub-Adviser will give the Trust and
the Adviser the benefit of, the Sub-Adviser's best judgment and efforts
in rendering its services to the Trust, and the Sub-Adviser shall not be
liable hereunder for any mistake in judgment. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser or any
of its officers, directors, employees or agents, the Sub-Adviser shall
not be subject to liability to the Adviser, to the Trust or to any
shareholders in the Trust for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of any security.
Nothing in this Agreement (including Sections 10, 15 or 16) shall be
construed to relieve either the Sub-Adviser or the Adviser of any
claims or liability arising under federal securities laws or any nonwaivable
provisions of any other federal or state laws.
Section 11. Non-Exclusivity. The services of the Sub-Adviser
to the Adviser and the Trust are not to be deemed to be exclusive, and
the Sub-Adviser shall be free to render investment advisory and
administrative or other services to others (including other investment
companies) and to engage in other activities. It is understood and
agreed that officers or directors of the Sub-Adviser are not prohibited
from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers,
directors or trustees of any other firm or trust, including other
investment advisory companies.
It is understood that the Sub-Adviser performs investment
advisory services for various clients, including accounts of clients in
which the Sub-Adviser or associated persons have a beneficial interest.
The Sub-Adviser may give advice and take action in the performance
of its duties with respect to any of its other clients, which may differ
from the advice given, or the timing or nature of action taken, with
respect to the assets of the Fund. Nothing in this Agreement shall be
deemed to impose upon the Sub-Adviser any obligation to purchase or
sell for the Fund any security or other property that the Sub-Adviser
purchases or sells for its own accounts or for the account of any other
client.
Section 12. Records. The Sub-Adviser shall, with respect to
orders the Sub-Adviser places for the purchase and sale of portfolio
securities of the Fund, maintain or arrange for the maintenance of the
documents and records required pursuant to Rule 31a-1 under the
1940 Act, as well as trade tickets and confirmations of portfolio trades,
and such other records as the Adviser reasonably requests to be
maintained. All such records shall be maintained in a form reasonably
acceptable to the Adviser and the Trust and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be
the property of the Trust, and will be made available for inspection by
the Trust and its authorized representatives (including the Adviser).
The Sub-Adviser shall promptly, upon the Trust's request, surrender to
the Trust those records that are the property of the Trust or the Fund;
provided, however, that the Sub-Adviser may retain copies of such
records.
Section 13. 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 14. Termination. This Agreement may be
terminated with respect to each Fund at any time, without the
payment of any penalty, by vote of the Board or by vote of a majority
of the Fund's outstanding voting securities, or by the Adviser or Sub-
Adviser upon 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 no-action
letters, issued under the 1940 Act.
This Agreement may also be terminated immediately by the
Adviser, the Sub-Adviser or the Trust in the event that a respective
party: (i) breaches a material term of this Agreement; or (ii) commits a
material violation of any governing law or regulation; or (iii) engages in
conduct that would have a material adverse effect upon the
reputation or business prospects of a respective party.
Section 15. Indemnification by the Sub-Adviser. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Trust or
the Adviser, or any of their respective officers, directors, employees,
affiliates or agents, the Trust and the Adviser, respectively, shall not be
responsible for, and the Sub-Adviser hereby agrees to indemnify and
hold harmless the Trust and the Adviser and their respective officers,
directors, employees, affiliates and agents (severally, but not jointly)
against any and all losses, damages, costs, charges, reasonable counsel
fees, payments, expenses, liability, claims, actions, suits or
proceedings at law or in equity whether brought by a private party or
a governmental department, commission, board, bureau, agency or
instrumentality of any kind, arising out of or attributable to the willful
misfeasance, bad faith, grossly negligent acts or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser or any
of its officers, directors, employees affiliates or agents.
Notwithstanding the foregoing, the Sub-Adviser shall not be liable
hereunder for any losses or damages resulting from the Sub-Adviser's
adherence to the Adviser's written instructions, or for any action or
inaction by the Sub-Adviser consistent with the Standard of Care
described in Section 10 of this Agreement.
Section 16. Indemnification by the Trust and the Adviser.
Provided that the conduct of the Sub-Adviser, its partners, employees,
affiliates and agents is consistent with the Standard of Care described
in Section 10 of this Agreement, the Sub-Adviser shall not be
responsible for, and the Trust and the Adviser (severally, but not
jointly) hereby agree to indemnify and hold harmless the Sub-Adviser,
its partners, employees, affiliates and agents against any and all
losses, damages, costs, charges, reasonable counsel fees, payments,
expenses, liability, claims, actions, suits or proceedings at law or in
equity whether brought by a private party or a governmental
department, commission, board, bureau, agency or instrumentality of
any kind, arising out of or attributable to conduct of the party from
whom such indemnification is sought and relating to: (i) the
advertising, solicitation, sale, purchase or pledge of securities,
whether of the Fund or other securities, undertaken by the Fund, its
officers, directors, employees, affiliates or agents, (ii) any violations of
the securities laws, rules, regulations, statutes and codes, whether
federal or of any state, by the Fund or the Adviser, respectively, or
their respective officers, directors, employees, affiliates or agents, or
(iii) the willful misfeasance, bad faith, grossly negligent acts or reckless
disregard of obligations or duties hereunder on the part of the Fund or
the Adviser, respectively, or their respective officers, directors,
employees, affiliates or agents.
Section 17. Notices. Any notices under this Agreement shall
be in writing, addressed and delivered or mailed postage paid to the
other party at such address as such other party may designate for the
receipt of such notice. Until further notice to the other party, it is
agreed that the address of the Trust shall be 000 Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx X. Xxxxxxx,
and that of the Adviser shall be 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: C. Xxxxx Xxxxxxx, and that of
the Sub-Adviser shall be 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX
00000, Attention: Xxxxx X. Xxxxxx.
Section 18. 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 noaction
letters, issued pursuant to the 1940 Act. In addition, where the
effect of a requirement of the 1940 Act or the Advisers Act reflected in
any provision of this Agreement is revised by rule, regulation or order
of the Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order. The duties and obligations of
the parties under this Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware to the extent
that state law is not preempted by the provisions of any law of the
United States heretofore or hereafter enacted.
Section 19. Amendment. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought. If shareholder approval of an amendment is required under
the 1940 Act, no such amendment shall become effective until
approved by a vote of the majority of the outstanding shares of the
Fund. Otherwise, a written amendment of this Agreement is effective
upon the approval of the Board, the Adviser and the Sub-Adviser.
Section 20. 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 the Fund, the Trust shall, upon request by the
Adviser, promptly take such action as may be necessary to change its
corporate name to one not containing the words "Xxxxx Fargo" and
following such change, shall not use the words "Xxxxx Fargo," or any
combination thereof, as a part of its corporate name or for any other
commercial purpose, and shall use its best efforts to cause its trustees,
officers and shareholders to take any and all actions that the Adviser
may request to effect the foregoing and to reconvey to the Adviser
any and all rights to such words. The Sub-Adviser may include the
Xxxxx Fargo Funds in its representative client list.
Section 21. Risk Acknowledgement. The Sub-Adviser does
not guarantee the future performance of the Funds, the success of any
investment decision or strategy that the Sub-Adviser may use, or the
success of the Sub-Adviser's overall management of the Funds. Each
of the Trust and the Adviser understand that investment decisions
made for the Funds by the Sub-Adviser are subject to various market,
currency, economic and business risks, and that those investment
decisions will not always be profitable. The Sub-Adviser will only be
responsible for providing the advisory services specified in Section 2(a)
above.
Section 22. Authority to Execute Agreement. Each of the
individuals whose signature appears below represents and warrants
that he or she has full authority to execute this Agreement on behalf
of the party on whose behalf he or she has affixed his or her signature
to this Agreement. The Trust and the Adviser will deliver to the Sub-
Adviser such evidence of its authority with respect to this Agreement
as Sub-Adviser may reasonably require. The Sub-Adviser will deliver to
the Trust and the Adviser such evidence of its authority with respect
to this Agreement as the Trust or the Adviser may reasonably require.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in triplicate by their respective officers on
the day and year first written above.
XXXXX FARGO FUNDS TRUST
on behalf of the Fund
By:
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
Xxxx Xxxxxxxxxx
Vice President
GLOBAL INDEX ADVISORS, INC.
By:
Xxxxx Xxxxxx
Chief Executive Officer
APPENDIX A
GLOBAL INDEX ADVISORS SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
Xxxxx Fargo Advantage Dow Xxxxx Target Today Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2010 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2015 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2020 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2025 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2030 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2035 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2040 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2045 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2050 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2055 Fund
Xxxxx Fargo Advantage Dow Xxxxx Target 2060 Fund(1)
Most recent annual approval by the Board of Trustees: June 1, 2014
Appendix A amended: February 19, 2015
(1) On February 19, 2015 the Board of Xxxxx Fargo Funds Trust
approved the establishment of the Dow Xxxxx Target 2060 Fund. The
Fund will commence operations in the third quarter 2015.
APPENDIX B
GLOBAL INDEX ADVISORS SUB-ADVISORY AGREEMENT FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 20th day of May, 2014,
and is amended as of the 19th day of February, 2015, by and between
Xxxxx Fargo Funds Trust (the "Trust"), Xxxxx Fargo Funds
Management, LLC (the "Adviser") and Global Index Advisors, Inc. (the
"Sub-Adviser").
WHEREAS, the parties have entered into an Investment Sub-
Advisory Agreement ("Sub-Advisory Agreement") whereby the Sub-
Adviser provides management and other services to each series of the
Trust listed in Appendix A to the Sub-Advisory Agreement (each a
"Fund" and collectively the "Funds"); and
WHEREAS, the Sub-Advisory Agreement provides that the
fees to be paid to the Sub-Adviser are to be as indicated on this
Appendix B;
NOW THEREFORE, the parties agree that the fees to be paid
to the Sub-Adviser under the Sub-Advisory Agreement shall be
calculated and paid on a monthly basis by applying the annual rates
indicated below to the average daily net assets of each Fund
throughout the month:
SUB-ADVISORY FEE
% OF AVG. DAILY
NAME OF FUND NET ASSET VALUE
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Xxxxx Fargo Advantage Dow Xxxxx Target Today Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
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Xxxxx Fargo Advantage Dow Xxxxx Target 2010 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2015 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2020 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2025 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2030 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2035 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2040 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2045 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2050 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2055 Fund First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
Xxxxx Fargo Advantage Dow Xxxxx Target 2060 Fund(2) First 300M 0.06%
Next 200M 0.05%
Over 500M 0.04%
-------------------------------------------------------------------------
If the Sub-Adviser shall provide management and other
services for less than the whole of a month, the foregoing
compensation shall be prorated based on the number of days in the
month that such Sub-Adviser provided management and other
services to the Fund.
(2) On February 19, 2015 the Board of Xxxxx Fargo Funds Trust
approved the establishment of the Dow Xxxxx Target 2060 Fund. The
Fund will commence operations in the third quarter 2015.
The foregoing fee schedule is agreed to as of this 19th day of
February, 2015, and shall remain in effect until changed in writing by
the parties.
XXXXX FARGO FUNDS TRUST
on behalf of the Fund
By:
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
Xxxx Xxxxxxxxxx
Senior Vice President
GLOBAL INDEX ADVISORS, INC.
By:
Xxxxx Xxxxxx
Chief Executive Officer
