EX-99.B(d)(1)(iii)
INVESTMENT ADVISORY CONTRACT
▇▇▇▇▇ FARGO FUNDS TRUST
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 22, 2001
Barclays Global Fund Advisors
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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
This will confirm the agreement between ▇▇▇▇▇ Fargo Funds Trust (the
"Trust") on behalf of the Outlook Today, Outlook 2010, Outlook 2020, Outlook
2030 and Outlook 2040 Funds (each, a "Fund" and collectively, the "Funds") and
Barclays Global Fund Advisors (the "Adviser") as follows:
1. The Trust is a registered open-end 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. The Trust
proposes to engage in the business of investing and reinvesting its assets in
securities of the type and in accordance with the investment objective and
restrictions specified in the Trust's Registration Statement, as amended from
time to time (the "Registration Statement"), filed by the Trust under the
Investment Company Act of 1940 (the "Act"), including futures contracts to the
extent authorized in the Registration Statement. Copies of the Registration
Statement have been furnished to the Adviser. Any amendments to the
Registration Statement shall be furnished to the Adviser promptly.
2. The Trust is engaging the Adviser to manage the investing and
reinvesting of the Funds' assets and to provide the advisory services specified
elsewhere in this contract to the Funds, subject to the overall supervision of
the Board of Trustees of the Trust.
3. (a) The Adviser shall make investments for the account of the Funds in
accordance with the Adviser's best judgment and consistent with the investment
objective and restrictions set forth in the Trust's Registration Statement, the
Act and the provisions of the Internal Revenue Code of 1986 relating to
regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees. The Adviser shall advise the Trust's officers and
Board of Trustees, at such times as the Trust's Board of Trustees may specify,
of investments made for the Funds and shall, when requested by the Trust's
officers or Board of Trustees, supply the reasons for making particular
investments.
(b) The Adviser shall provide to the Trust investment guidance and
policy direction in connection with its daily management of the Funds' assets,
and shall furnish to the Trust's Board of Trustees periodic reports on the
investment strategy and performance of the Funds and such additional reports and
information as the Trust's Board of Trustees and officers shall reasonably
request.
(c) The Adviser shall pay the costs of printing and distributing all
materials relating to the Funds prepared by it, or prepared at its request,
other than such costs relating to proxy statements, registration statements,
reports for holders of beneficial interests of the Funds ("Interestholders") and
other materials distributed to existing or prospective Interestholders on behalf
of the Funds.
(d) The Adviser shall, at its expense, employ or associate with itself
such persons as the Adviser believes appropriate to assist it in performing its
obligations under this contract.
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4. The Trust understands that the Adviser, in rendering its services to the
Funds hereunder, may delegate certain advisory responsibilities hereunder to a
sub-adviser (the "Sub-Adviser"), provided that the Adviser shall continue to
supervise and monitor the performance of the duties delegated to the Sub-Adviser
and provided that any such delegation will not relieve the Adviser of its duties
and obligations under this contract. The Adviser will not seek to amend any such
Sub-Advisory Contract to materially alter the obligations of the parties unless
the Adviser gives the Trust at least 60 days' prior written notice thereof.
5. The Adviser shall give the Trust and the Funds the benefit of the
Adviser's best judgment and efforts in rendering services under this contract.
As an inducement to the Adviser's undertaking to render these services, the
Trust agrees that the Adviser shall not be liable under this contract for any
mistake in judgment or in any other event whatsoever except for lack of good
faith, provided that nothing in this contract shall be deemed to protect or
purport to protect the Adviser against any liability to the Trust or its
Interestholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this contract or by reason of reckless disregard of its
obligations and duties hereunder.
6. In consideration of the services to be rendered by the Adviser under
this contract, the Trust shall pay the Adviser a monthly fee on the first
business day of each month, at the annual rate of 0.55% for the period beginning
as of the date of this contract until it is terminated in accordance with
Section 7 of this agreement. The fee shall be based on the average daily value
(as determined on each day that such value is determined for the Fund at the
time set forth in the Registration Statement for determining net asset value) of
each Fund's net assets during the preceding month. If the fee payable to the
Adviser pursuant to this paragraph 6 begins to accrue after the beginning of any
month or if this contract 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 the Funds' net assets shall be computed in the manner
specified in the Registration Statement and the Trust's Agreement and
Declaration of Trust for the computation of the value of the Funds' net assets
in connection with the determination of the net asset value of the Funds'
interests.
7. This contract shall become effective on its execution date and shall
thereafter continue in effect for a period of more than two years from the date
hereof only so long as the continuance is specifically approved at least
annually (a) by the vote a majority of each Fund's outstanding voting securities
(as defined in the Act) or by the Trust's Board of Trustees and (b) by the vote,
cast in person at a meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this contract or "interested persons" (as
defined in the Act) of any such party. This contract may be terminated at any
time by the Trust without the payment of any penalty, by a vote of a majority of
a Fund's outstanding voting securities (as defined in the Act) or by a vote of a
majority of the Trust's entire Board of Trustee's on 60 days' written notice to
the Adviser or by the Adviser on 60 days' written notice to the Trust. This
contract shall terminate automatically in the event of its assignment (as
defined in the Act). This contract may be terminated at any time for a specific
Fund if such Fund's shareholders approve an investment advisory agreement with a
new investment adviser.
8. Except to the extent necessary to perform the Adviser's obligations
under this contract, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association.
9. This contract shall be governed by and construed in accordance with the
laws of the State of California.
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10. This contract has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust. The
obligations of this contract shall only be binding upon the assets and property
of the Funds, as provided for in the Trust's Agreement and Declaration of Trust,
and shall not be binding upon any Trustee, officer or Interestholder of the
Trust or a Fund individually.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
▇▇▇▇▇ FARGO FUNDS TRUST
on behalf of the Funds
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Assistant Secretary
ACCEPTED as of the date
set forth above:
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Managing Director
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By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Principal
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