SUB-ADVISORY AGREEMENT
BETWEEN ▇▇▇▇▇ FARGO FUNDS TRUST,
▇▇▇▇▇ FARGO FUNDS MANAGEMENT, LLC AND
ARTISAN PARTNERS LIMITED PARTNERSHIP
This AGREEMENT is made as of this 12th day of March, 2014,
between ▇▇▇▇▇ Fargo Funds Trust (the Trust), a statutory trust organized
under the laws of the State of Delaware with its principal place of
business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
and Artisan Partners Limited Partnership (the SubAdviser), a Limited
Partnership organized under the laws of the State of Delaware, with its
principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Adviser and the SubAdviser 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);
WHEREAS, the Adviser, acting pursuant to the Advisory Agreement, wishes to
retain the SubAdviser, and the Trust's Board has approved the retention of
the SubAdviser, 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 SubAdviser is willing to
provide those services on the terms and conditions set forth in this
Agreement;and
WHEREAS, this Agreement replaces a prior subadvisory agreement that terminated
because of a change of control of the SubAdviser;
NOW THEREFORE, the Trust, the Adviser and SubAdviser agree as follows
Section 1. Appointment of SubAdviser. 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 Fund 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 Fund 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 SubAdviser shall manage the investment and reinvestment of that portion
of the assets of the Fund identified from time to time by the Board or the
Adviser (the Artisan Portion) in the SubAdviser s international growth
strategy, and without limiting the generality of the foregoing, shall provide
the management and other services specified below, all in such manner and
to such extent as may be directed from time to time by the Adviser.
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 Fund s investment portfolio as
a whole and the SubAdviser's responsibility shall be limited to following
any instruction the SubAdviser might receive from the Adviser.
The investment authority granted to the SubAdviser with respect to
the Artisan Portion shall include the authority to exercise whatever powers
the Trust may possess with respect to any of its assets held by the Fund,
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 Fund, but will provide such assistance as is
reasonably requested by the Adviser.
Section 2. Duties of the SubAdviser.
(a) The SubAdviser shall make decisions with respect to all
purchases and sales of securities and other investment assets for the Artisan
Portion. To carry out such decisions, the SubAdviser 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 Artisan Portion of the Fund. In all
purchases, sales and other transactions in securities and other assets for the
Artisan Portion of the Fund, the SubAdviser 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 SubAdviser acknowledges that the Fund and other mutual funds
advised by the Adviser (collectively, the fund complex) may engage in
transactions with certain subadvisers in the fund complex (and their
affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d31,
Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the SubAdviser
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
multimanaged Fund, the SubAdviser shall be limited to managing only the
discrete portion of the Fund's portfolio as may be determined from time to time
by the Board or the Adviser, and shall not consult with the sub-adviser as to
any other portion of the Fund s portfolio concerning transactions for the Fund
in securities or other Fund assets.
(b) Following the close of each calendar quarter, the SubAdviser
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 SubAdviser, 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 SubAdviser may believe appropriate or as the Board or the Adviser
reasonably request.
The SubAdviser shall promptly notify the Adviser of (i) any changes regarding
the SubAdviser that would impact disclosure in the Trust's Registration
Statement, or (ii) any violation of any requirement, provision, policy or
restriction that the SubAdviser is required to comply with under Section 6 of
this Agreement. The SubAdviser 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 SubAdviser may from time to time employ or subcontract
the services of certain persons as the SubAdviser believes to be appropriate
or necessary to assist in the execution of the SubAdviser'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 SubAdviser. No obligation may be imposed on the Trust in any such respect.
The SubAdviser 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 SubAdviser 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 SubAdviser
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 SubAdviser 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
SubAdviser'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 SubAdviser. The Adviser has
furnished the SubAdviser 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 SubAdviser with all future amendments and
supplements to the foregoing as soon as practicable after such documents become
available. The Adviser shall furnish the SubAdviser with any further
documents, materials or information that the SubAdviser may reasonably request
in connection with the performance of its duties hereunder.
The SubAdviser 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 SubAdviser has
furnished, and in the future will furnish, the Adviser with true, correct and
complete copies of each of the following documents
(a) The SubAdviser s most recent Form ADV;
(b) The SubAdviser s most recent balance sheet; and
(c) The current Code of Ethics of the SubAdviser, adopted pursuant to
Rule 17j-1 under the 1940 Act, and annual certifications regarding compliance
with such Code.
In addition, the Subadviser 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; (ii)
copies of its policies and procedures adopted pursuant to Rule 206(4)-7 under
the Advisers Act; and (iii) beginning for periods ended after May 31, 2013, a
copy of its AT 101 Examination of Management's Assertion, including the
attestation report of independent public accountants, prepared in accordance
with AICPA Attestation Standard AT 101.
The SubAdviser 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
SubAdviser's financial condition, level of insurance coverage and any
certifications or subcertifications 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 SubAdviser 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 SubAdviser shall at all times comply
with:
(a) investment guidelines, policies and restrictions established
by the Board that have been communicated in writing to the SubAdviser;
(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 SubAdviser;
(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 SubAdviser will provide, when requested by the Adviser,
information on a particular issuer to assist the Adviser in the voting of a
proxy.
Section 8. BrokerDealer Relationships. The SubAdviser is responsible
for the purchase and sale of securities for the Fund, brokerdealer selection,
and negotiation of brokerage commission rates. The SubAdviser's primary
consideration in effecting a security transaction will be to obtain the best
price and execution under the circumstances. In selecting a brokerdealer to
execute each particular transaction for a Fund, the Sub-Adviser will consider
such factors it considers to be relevant to the transaction, which are expected
to include, 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 SubAdviser determines in good faith that 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 SubAdviser shall not be deemed to have acted unlawfully or to
have breached any duty created by this Agreement or otherwise solely by reason
of having caused a Fund to pay a broker or dealer that provides brokerage and
research services to the Sub-Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the Sub
Adviser determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular transaction or
the overall responsibilities of the SubAdviser with respect to the Fund and to
other clients of the SubAdviser. The SubAdviser is further authorized to
allocate the orders placed by it on behalf of the Fund to brokers and dealers
who 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 Sub-Adviser shall
determine and the SubAdviser will report on said allocations regularly to the
Board, indicating the brokers to whom such allocations have been made and the
basis therefore.
Provided the investment objective of the Fund is adhered to, the
SubAdviser may aggregate sales and purchase orders of securities held
in the Fund with similar orders being made at approximately the same time
for other portfolios managed by the SubAdviser, if, in the SubAdviser s
reasonable judgment, such aggregation will result in an overall economic
benefit to the Fund. In accounting for such aggregated order, price and
commission shall be averaged on a per bond or share basis daily.
The Trust and the Adviser acknowledge that the SubAdviser s determination
of such economic benefit to the Fund may be based on an evaluation that
the Fund is benefited by relatively better purchase or sales price,
lower commission expenses and beneficial timing of transactions, the
SubAdviser s fiduciary duty to fairly allocate trading opportunities
among its clients, or a combination of these and other factors.
The allocation of securities so purchased or sold shall be made by the
SubAdviser in the manner that the SubAdviser considers to be most
equitable and consistent with its fiduciary obligations to the Fund and
other clients. The SubAdviser represents and acknowledges that it is
solely responsible for complying with any and all applicable pronouncements
of the Commission or its staff with respect to the requirements for
aggregating trades as may be set out in any interpretive release and or
no action letters issued by the Commission staff (SEC Requirements).
The SubAdviser further agrees to hold the Trust and the Adviser harmless
from any and all loss, damage or liability resulting from the SubAdviser s
failure to comply with any applicable SEC Requirements. The SubAdviser
shall not be responsible for any acts or omissions by any broker
or dealer, provided that the SubAdviser did not act with negligence or
willful misconduct in the selection of such broker or dealer.
Section 9. 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 SubAdviser shall pay its own expenses in connection with
the services to be provided by it pursuant to this Agreement.
In addition, the SubAdviser shall be responsible for reasonable
out of pocket 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 subadvisory agreement
as a result of a change in control (as such term is defined in Section
2(a)(9) of the ▇▇▇▇ ▇▇▇) of the SubAdviser, 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 10. Compensation. As compensation for the
subadvisory services provided under this Agreement, the Adviser shall pay
the SubAdviser 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 SubAdviser s fee for its
services hereunder, and the SubAdviser agrees that it shall have no claim
against the Trust or the Fund with respect to compensation
under this Agreement.
Section 11. Standard of Care. The Trust and the Adviser
will expect of the SubAdviser, and the SubAdviser will give the Trust
and the Adviser the benefit of, the SubAdviser s best judgment and
efforts in rendering its services to the Trust, and the SubAdviser
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 SubAdviser or any of
its officers, directors, employees or agents, the SubAdviser 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.
Section 12. NonExclusivity. The services of the SubAdviser
to the Adviser and the Trust are not to be deemed to be exclusive,
and the SubAdviser 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 SubAdviser 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 SubAdviser performs investment
advisory services for various clients, including accounts of clients
in which the SubAdviser or associated persons have a beneficial interest.
The SubAdviser 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 SubAdviser any obligation to purchase or sell for the Fund
any security or other property that the SubAdviser purchases or sells
for its own accounts or for the account of any other client.
Section 13. Records. The Sub-Adviser shall, with respect
to orders the SubAdviser 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 31a1 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 SubAdviser shall promptly, upon the Trust s request, surrender to
the Trust those records which are the property of the Trust or the Fund;
provided, however, that the Sub-Adviser may retain copies of such records.
Section 14. 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 SubAdviser 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 ▇▇▇▇ ▇▇▇) 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. This Agreement may be terminated with
respect to the 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 SubAdviser upon sixty (60) days
written notice to the other party. Notwithstanding the foregoing,
this Agreement may be terminated by the SubAdviser on (30) days
written notice if any change in the Fund s investment objective,
restrictions or guidelines would require the SubAdviser,
in its reasonable judgment, to deviate in its management of the
Artisan Portion, from the SubAdviser s international growth investment
strategy. The notice provided for herein may be waived by the party
entitled to receipt thereof. This Agreement shall automatically terminate
in the event of its assignment, the term assignment for purposes of this
paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act,
as it may be interpreted by the Commission or its staff in interpretive
releases, or applied by the Commission staff in noaction letters,
issued under the 1940 Act.
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 16. Indemnification by the SubAdviser.
In the absence of willful misfeasance, bad faith, 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 SubAdviser 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, negligent acts or reckless disregard
of obligations or duties hereunder on the part of the SubAdviser
or any of its officers, directors, employees, affiliates
or agents. Notwithstanding the foregoing, the SubAdviser shall not
be liable hereunder for any losses or damages resulting from the
SubAdviser s adherence to the Adviser s written instructions, or for
any action or inaction by the SubAdviser consistent with the Standard
of Care described in Section 11 of this
Agreement.
Section 17. Indemnification by the Trust and the Adviser.
Provided that the conduct of the SubAdviser, its partners, employees,
affiliates and agents is consistent with the Standard of Care described
in Section 11 of this Agreement, the SubAdviser shall not be responsible for,
and the Trust and the Adviser (severally, but not jointly) hereby agree to
indemnify and hold harmless the SubAdviser, 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,
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 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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
and that of the Adviser shall be ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: C. ▇▇▇▇▇ ▇▇▇▇▇▇▇, and
that of the Sub-Adviser shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel.
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, or interpretations
of the Commission or its staff, or Commission staff no action letters,
issued pursuant to the 1940 Act. In addition, where the effect of
a requirement of the 1940 Act or the Advisers Act reflected in any
provision of this Agreement is revised by rule, regulation or
order of the Commission, such provision shall be deemed to incorporate
the effect of such rule, regulation or order. The duties and obligations
of the parties under this Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware 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. 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 SubAdviser.
Section 21. ▇▇▇▇▇ Fargo Name. The SubAdviser and the Trust each
agree that the name ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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
▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo
and following such change, shall not use the words ▇▇▇▇▇ 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 SubAdviser may include the ▇▇▇▇▇ Fargo Funds
in its representative client list.
Section 22. Risk Acknowledgement. The SubAdviser does
not guarantee the future performance of the Fund or any specific
level of performance of the Artisan Portion or of the Fund, the success
of any investment decision or strategy that the SubAdviser may use, or
the success of the SubAdviser s overall management of the Artisan Portion.
Each of the Trust and the Adviser understand that investment decisions
made for the Artisan Portion by the SubAdviser are subject to various market,
currency, economic and business risks, and that those investment decisions
will not always be profitable. The SubAdviser will manage only the
securities, cash and other investments delegated to it which are held
in the Artisan Portion of the Fund's account and, in making
investment decisions for the Artisan Portion, the SubAdviser
will not consider any other securities, cash or other investments
(if any) owned by the Fund or any other securities, cash or other
investments owned by the Trust.
Section 23. 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
SubAdviser such evidence of its authority with respect to this Agreement
as SubAdviser may reasonably require. The SubAdviser 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.
▇▇▇▇▇ FARGO FUNDS TRUST
on behalf of the Fund
By
C. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary
▇▇▇▇▇ FARGO FUNDS MANAGEMENT, LLC
By
▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
ARTISAN PARTNERS LIMITED PARTNERSHIP
By
Name
Title
APPENDIX A
ARTISAN PARTNERS LIMITED PARTNERSHIP
INVESTMENT SUB-ADVISORY AGREEMENT
▇▇▇▇▇ FARGO FUNDS TRUST
▇▇▇▇▇ Fargo Funds Trust
Diversified International Fund
APPENDIX B
▇▇▇▇▇ FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 12th day of March, 2014,
by and between ▇▇▇▇▇ Fargo Funds Trust (the Trust), ▇▇▇▇▇ Fargo
Funds Management, LLC (the Adviser) and Artisan Partners
Limited Partnership (the SubAdviser).
WHEREAS, the parties have entered into an Investment SubAdvisory
Agreement (SubAdvisory Agreement) whereby the Sub-Adviser provides
management and other services to each series of the Trust listed in
Appendix A to the SubAdvisory Agreement (each a Fund and collectively
the Funds); and
WHEREAS, the SubAdvisory Agreement provides that the fees to
be paid to the SubAdviser are to be as indicated on this Appendix B;
NOW THEREFORE, the parties agree that the fees to be paid to
the SubAdviser under the SubAdvisory Agreement shall be calculated and
paid on a monthly basis by applying the annual rates indicated below
to the average daily net assets of the Artisan Portion throughout
the month
NAME OF FUND SUB-ADVISORY RATE
Diversified International Fund First $50M 0.80%
Next $200M 0.60%
Over $250M 0.50%
If the SubAdviser 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.
The foregoing fee schedule shall remain in effect until changed in
writing by
the parties.
▇▇▇▇▇ FARGO FUNDS TRUST
on behalf of the Fund
By
C. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary
▇▇▇▇▇ FARGO FUNDS MANAGEMENT, LLC
By
▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
ARTISAN PARTNERS LIMITED PARTNERSHIP
By
Name
Title
