As filed with the Securities and Exchange Commission
on December 17, 1999
Registration No. 333-74295; 811-09253
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 8 x
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9 x
------------------------
WELLS FARGO FUNDS TRUST
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
--------------------------
Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
x Immediately upon filing pursuant to Rule 485(b), or
on _________ pursuant to Rule 485(b)
60 days after filing pursuant to Rule 485(a)(1), or
on _________ pursuant to Rule 485(a)(1)
75 days after filing pursuant to Rule 485(a)(2), or
on ___________pursuant to Rule 485(a)(2)
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Explanatory Note
This Post-Effective Amendment No. 8 to the Registration Statement
of Wells Fargo Funds Trust (the "Trust") is being filed to update Item 23 of
Part C to include executed forms of certain exhibits. Parts A and B are hereby
incorporated by reference to Post-Effective Amendment No. 6, which was filed
pursuant to Rule 485(b) on November 8, 1999. This Post-Effective Amendment does
not affect any other part of the Registration Statement of the Trust.
<PAGE>
C-13
C-1
WELLS FARGO FUNDS TRUST
File Nos. 333-74295; 811-09253
PART C
OTHER INFORMATION
Item 23. Exhibits.
Exhibit
Number Description
<TABLE>
<S> <C>
(a) - Amended and Restated Declaration of Trust, filed herewith.
(b) - Not applicable.
(c) - Not applicable.
(d)(1)(i) - Investment Advisory Agreement with Wells Fargo Bank, N.A., filed herewith.
(ii) - Fee and Expense Agreement between Wells Fargo Funds Trust and Wells Fargo Bank, N.A.
(2)(i) - Form of Sub-Advisory Contract with Barclays Global Fund Advisors, filed herewith.
(ii) - Sub-Advisory Contract with Galliard Capital Management, Inc., filed herewith.
(iii) - Sub-Advisory Contract with Peregrine Capital Management, Inc., filed herewith.
(iv) - Sub-Advisory Contract with Schroder Capital Management, Inc., filed herewith.
(v) - Sub-Advisory Contract with Smith Asset Management, L.P., filed herewith.
(vi) - Form of Sub-Advisory Contract with Wells Capital Management, Inc., incorporated by
reference to Post-effective Amendment No. 1, filed May 28, 1999.
(e)(i) - Distribution Agreement with Stephens, Inc., filed herewith.
(f) - Not applicable.
(g)(1) - Custody Agreement with Barclays Global Investors, N.A., filed herewith.
(2) - Custody Agreement with Norwest Bank Minnesota, N.A., filed herewith.
(3) - Securities Lending Agreement by and among Wells Fargo Funds Trust, Wells Fargo Bank, N.A. and
Norwest Bank Minnesota, N.A., filed herewith.
(h)(1) - Administration Agreement with Wells Fargo Bank, N.A., filed herewith.
(2)(I) - Form of Fund Accounting Agreement, incorporated by reference to Post-effective Amendment No. 1,
filed May 28, 1999.
(ii) - Interim Fund Accounting Agreement with Wells Fargo Bank, N.A., filed herewith.
(3) - Transfer Agency and Service Agreement with Boston Financial Data Services, Inc., filed herewith.
(4) - Shareholder Servicing Plan, filed herewith.
(5) - Form of Shareholder Servicing Agreement, filed herewith.
(i) - Legal Opinion, filed herewith.
(j) - Not applicable.
(k) - Not applicable.
(l) - Not applicable.
(m) - Rule 12b-1 Plan, filed herewith.
(n) - Not applicable.
(o) - Rule 18f-3 Plan, filed herewith.
</TABLE>
Item 24. Persons Controlled by or Under Common Control with the Fund.
No person is controlled by or under common control with
Registrant.
Item 25. Indemnification.
Article V of the Registrant's Declaration of Trust limits the
liability and, in certain instances, provides for mandatory indemnification of
the Registrant's trustees, officers, employees, agents and holders of beneficial
interests in the Trust and its four Funds. In addition, the Trustees are
empowered under Section 3.9 of the Registrant's Declaration of Trust to obtain
such insurance policies as they deem necessary.
Item 26. Business and Other Connections of Investment Adviser.
(a) Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned
subsidiary of Wells Fargo & Company, serves as investment adviser to all of the
Registrant's investment portfolios, and to certain other registered open-end
management investment companies. Wells Fargo Bank's business is that of a
national banking association with respect to which it conducts a variety of
commercial banking and trust activities.
To the knowledge of Registrant, none of the directors or
executive officers of Wells Fargo Bank, except those set forth below, is or has
been at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
executive officers also hold various positions with and engage in business for
Wells Fargo & Company. Set forth below are the names and principal businesses of
the directors and executive officers of Wells Fargo Bank who are or during the
past two fiscal years have been engaged in any other business, profession,
vocation or employment of a substantial nature for their own account or in the
capacity of director, officer, employee, partner or trustee. All the directors
of Wells Fargo Bank also serve as directors of Wells Fargo & Company.
<TABLE>
<CAPTION>
Name and Position at Principal Business(es) and Address(es) During at Least the Last
Wells Fargo Bank Two Fiscal Year
- ------------------------------------------- -------------------------------------------------------------------
<S> <C>
Rodney L. Jacobs Wells Fargo & Company
Director and Chairman Vice Chairman and Chief Financial Officer
President until 1999
Vice Chairman until 1998
420 Montgomery St.
San Francisco, CA 94163
Teresa A. Dial Wells Fargo & Company
Director and President Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Patricia R. Callahan Wells Fargo & Company
Director and Executive Vice President Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Clyde W. Ostler Wells Fargo & Company
Director and Vice Chairman Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Ostler Brothers Development,
Limited Liability Company
Limited Partner
M. Lucile Reid Wells Fargo & Company
Director and Executive Vice President Executive Vice President
420 Montgomery St.
San Francisco, CA 94163
Camphill Communities California, Inc.
Director and Treasurer
3920 Fairway Dr.
Soquel, CA 95073-3023
Volunteer Center of San Francisco
Director and Chairperson
1160 Battery St. # 70
San Francisco, CA 94111-1212
Paul M. Watson Community Television of Southern California (KCET)
Director and Vice Chairman Director
4401 West Sunset Blvd.
Los Angeles, CA 90027-6017
Hanna Boys Center Sonoma
Director
17000 Arnold Dr.
Sonoma, CA 95476-3290
Los Angeles Area Chamber of Commerce
Director
350 South Bixel St.
Los Angeles, CA 90017-1418
Music Center of Los Angeles County
Director
Center Theatre Group - Ahmanson
135 North Grand Ave.
Los Angeles, CA 90012-3013
David A. Hoyt Wells Fargo & Company
Vice Chairman Executive Vice President
420 Montgomery St.
San Francisco, CA 9416
</TABLE>
(b) Barclays Global Fund Advisors
The description of Barclays Global Fund Advisors ("BGFA") in
Parts A and B of this Registration Statement is incorporated by reference
herein.
The following are the Directors and principal executive officers
of BGFA, including their business connections, which are of a substantial
nature. The address of BGFA is 45 Fremont, 34th Floor, San Francisco, CA 94105
and, unless otherwise indicated below, that address is the principal business
address of any company with which the Directors and principal executive officers
are connected.
<TABLE>
<CAPTION>
Name and Position at Principal Business(es) and Address(es) During at Least the Last
BGFA Two Fiscal Year
- ------------------------------------------- -------------------------------------------------------------------
<S> <C>
Frederick L.A. Grauer Director of BGFA and Co-Chairman and
Director Director of BGI
45 Fremont Street
San Francisco, CA 94105
Patricia Dunn Director of BGFA and Co-Chairman and
Director Director of BGI
45 Fremont Street
San Francisco, CA 94105
Lawrence G. Tint Director of the Board of Directors of BGFA
Chairman and Director and Chief Executive Officer of BGI
45 Fremont Street
San Francisco, CA 94105
Geoffrey Fletcher Chief Financial Officer of BGFA and BGI
Chief Financial Officer since May 1997
45 Fremont Street
San Francisco, CA 94105
Managing Director and Principal Accounting
Officer at Bankers Trust Company
from 1988 - 1997
505 Market Street
San Francisco, CA 94105
</TABLE>
(b) Schroder Investment Management North America Inc.
The description of Schroder Investment Management North America
Inc. ("SIMNA") in Parts A and B of the Registration Statement are incorporated
by reference herein. The following are the directors and principal officers of
SIMNA, including their business connections of a substantial nature. The address
of each company listed, unless otherwise noted, is 787 Seventh Avenue, 34th
Floor, New York, NY 10019. Schroder Capital Management International Limited
("Schroder Ltd.") is a United Kingdom affiliate of SIMNA which provides
investment management services to international clients located principally in
the United States. Schroder Ltd. and Schroders p.l.c. are located at 31 Gresham
St., London ECZV 7QA, United Kingdom.
<TABLE>
<CAPTION>
Principal Business(es)
Name and Position During at Least the Last Two Fiscal Years
<S> <C>
David M. Salisbury SIMNA
Chairman, Director Schroder Ltd.
Chief Executive, Director Schroders plc.
Director Schroders Series Trust II
Trustee and Officer
Richard R. Foulkes SIMNA
Deputy Chairman, Director Schroder Ltd.
Deputy Chairman Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
John A. Troiano SIMNA
Chief Executive, Director Schroder Ltd.
Chief Executive, Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
Sharon L. Haugh SIMNA
Executive Vice President, Director Schroder Fund Advisors Inc.
Director, Chairman Schroder Ltd.
Director Schroder Capital Management Inc.
Chairman, Director Certain open end management investment companies for which
Trustee SIMNA and/or its affiliates provide investment services
Gavin D.L. Ralston
Senior Vice President, Managing SIMNA
Director
Director Schroder Ltd.
Mark J. Smith SIMNA
Senior Vice President, Director Schroder Ltd.
Senior Vice President, Director Schroder Fund Advisors Inc.
Director Certain open end management investment companies for which
Trustee and Officer SIMNA and/or its affiliates provide investment services
Robert G. Davy SIMNA
Senior Vice President, Director Schroder Ltd.
Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
Jane P. Lucas SIMNA
Senior Vice President, Director Schroder Fund Advisors Inc.
Director Schroder Capital Management Inc.
Director Certain open end management investment companies for which
Officer SIMNA and/or its affiliates provide investment services
David R. Robertson
Group Vice President SIMNA
Senior Vice President Schroder Fund Advisors Inc.
Director of Institutional Business Oppenheimer Funds Inc.
(resigned 2/98)
Michael M. Perelstein
Senior Vice President, Director SIMNA
Senior Vice President, Director Schroder Ltd.
Louise Croset
First Vice President, Director SIMNA
First Vice President Schroder Ltd.
Trustee and Officer Schroder Series Trust II
Ellen B. Sullivan
Group Vice President, Director SIMNA
Director Schroder Capital Management Inc.
Catherine A. Mazza
Group Vice President SIMNA
President, Director Schroder Fund Advisors
Director Schroder Capital Management Inc.
Trustee and Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services
Heather Crighton
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
Fariba Talebi
Group Vice President SIMNA
Director Schroder Capital Management Inc.
Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services
Ira Unschuld
Group Vice President SIMNA
Officer Certain open and management investment companies for which
SIMNA and/or its affiliates provide investment services
Paul M. Morris
Senior Vice President SIMNA
Director Schroder Capital Management Inc.
Susan B. Kenneally
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
Jennifer A. Bonathan
First Vice President, Director SIMNA
First Vice President, Director Schroder Ltd.
</TABLE>
(d) Wells Capital Management Incorporated
The descriptions of Wells Capital Management ("WCM") in Parts A and B
of this Registration Statement are incorporated by reference herein.
The following are the directors and principal executive officers of
WCM, including their business connections, which are of a substantial
nature. The address of WCM is 525 Market Street, San Francisco,
California 94105 and, unless otherwise indicated below, that address is
the principal business address of any company with which the directors
and principal executive officers are connected.
<TABLE>
<CAPTION>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
<S> <C> <C>
Allen J. Ayvazian Chief Equity Officer WCM
Robert Willis President and Chief Investment WCM
Officer
Brigid Breen Chief Compliance Officer WCM
Jose Casas Chief Operating Officer WCM
Larry Fernandes Principal WCM
Jacqueline Anne Flippin Principal WCM
Vice President and Investment McMorgan & Company
Portfolio Manager (until 1/98)
Stephen Galiani Senior Principal Director WCM
Qualivest Capital Management, Inc.
(until 5/97)
Madeleine Gish Senior Principal WCM
Kelli Ann Lee Managing Director WCM
Group Human Resource Manager Wells Fargo Bank, N.A.
(until 11/97)
Melvin Lindsey Managing Director WCM
Clark Messman Chief Legal Officer WCM
Brian Mulligan Managing Director WCM
Thomas O'Malley Managing Director WCM
Clyde Ostler Director WCM
Guy Rounsaville Director WCM
Katherine Schapiro Senior Principal WCM
Gary Schlossbertg Economist WCM
</TABLE>
(e) Peregrine Capital Management, Inc.
The descriptions of Peregrine Capital Management, Inc. ("Peregrine") in
Parts A and B of the Registration Statement, are incorporated by
reference herein. The following are the directors and principal
executive officers of Peregrine, including their business connections
which are of a substantial nature. The address of Peregrine is LaSalle
Plaza, 800 LaSalle Avenue, Suite 1850, Minneapolis, Minnesota 55402
and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal
executive officers are connected.
<TABLE>
<CAPTION>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
<S> <C> <C>
James R. Campbell President, Chief Officer, Director Peregrine Capital Management, Inc.
Sixth and Marquette Ave.
Minneapolis, MN 55479-0116 Norwest Bank
Patricia D. Burns Senior Vice President Peregrine Capital Management, Inc.
Tasso H. Coin Senior Vice President Peregrine Capital Management, Inc.
John S. Dale Senior Vice President Peregrine Capital Management, Inc.
Julie M. Gerend Senior Vice President Peregrine Capital Management, Inc.
William D. Giese Senior Vice President Peregrine Capital Management, Inc.
Daniel J. Hagen Senior Vice President Peregrine Capital Management, Inc.
Ronald G. Hoffman Senior Vice President Peregrine Capital Management, Inc.
Secretary
Frank T. Matthews Vice President Peregrine Capital Management, Inc.
Jeannine McCormick Senior Vice President Peregrine Capital Management, Inc.
Barbara K. McFadden Senior Vice President Peregrine Capital Management, Inc.
Robert B. Mersky Chairman, President, Chief Peregrine Capital Management, Inc.
Executive Officer
Gary E. Nussbaum Senior Vice President Peregrine Capital Management, Inc.
James P. Rosse Vice President Peregrine Capital Management, Inc.
Jonathan L. Scharlau Assistant Vice President Peregrine Capital Management, Inc.
Jay H. Strohmaier Senior Vice President Peregrine Capital Management, Inc.
Paul E. von Kuster Senior Vice President Peregrine Capital Management, Inc.
Janelle M. Walter Assistant Vice President Peregrine Capital Management, Inc.
Paul R. Wurm Senior Vice President Peregrine Capital Management, Inc.
J. Daniel Vendermark Vice President Peregrine Capital Management, Inc.
Sixth and Marquette Avenue
Minneapolis, MN 55479-1013
Albert J. Edwards Senior Vice President Peregrine Capital Management, Inc.
Douglas G. Pugh Senior Vice President Peregrine Capital Management, Inc.
Colin Sharp Vice President Peregrine Capital Management, Inc.
</TABLE>
(f) Galliard Capital Management, Inc.
The descriptions of Galliard Capital Management, Inc. ("Galliard") in
Parts A and B of the Registration Statement, are incorporated by
reference herein. The following are the directors and principal
executive officers of Galliard, including their business connections
which are of a substantial nature. The address of Galliard is LaSalle
Plaza, Suite 2060, 800 LaSalle Avenue, Minneapolis, Minnesota 55479
and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal
executive officers are connected.
<TABLE>
<CAPTION>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
<S> <C> <C>
P. Jay Kiedrowski Chairman Galliard Capital Management, Inc.
Sixth and Marquette Ave.
Minneapolis, MN 55479 Norwest Investment Management,
Chairman, Chief Executive Officer Inc.
Executive Vice President Norwest Bank Minnesota, N.A.
Employee
Crestone Capital Management, Inc.
Director
Richard Merriam Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
John Caswell Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
Karl Tourville Principal, Senior Portfolio Galliard Capital Management, Inc.
Manager
Laura Gideon Senior Vice President of Marketing Galliard Capital Management, Inc.
Leela Scattum Vice President of Operations Galliard Capital Management, Inc.
</TABLE>
(g) Smith Asset Management, L.P.
The descriptions of Smith Asset Management, L.P. ("Smith") in Parts A
and B, of the Registration Statement, are incorporated by reference
herein. The following are the directors and principal executive
officers of Smith, including their business connections which are of a
substantial nature. The address of Smith is 300 Crescent Court, Suite
750, Dallas, Texas 75201 and, unless otherwise indicated below, that
address is the principal business address of any company with which the
directors and principal executive officers are connected.
<TABLE>
<CAPTION>
Principal Business(es)
at Least the Last
Name Position Two Fiscal Years
<S> <C> <C>
Stephen S. Smith President, Chief Executive Partner Smith Partner Discovery Management
Stephen J. Summers Chief Operating Officer Smith Partner Discovery Management
</TABLE>
Item 27. Principal Underwriters.
(a) Stephens Inc. ("Stephens"), distributor for the Registrant,
does not presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for MasterWorks Funds Inc.,
Stagecoach Funds, Inc. and Stagecoach Trust, Nations Fund, Inc., Nations Fund
Trust, Nations Fund Portfolios, Inc., Nations LifeGoal Funds, Inc. and Nations
Institutional Reserves, and Wells Fargo Variable Trust, Wells Fargo Core Trust
and Wells Fargo Funds Trust and is the exclusive placement agent for Master
Investment Portfolio, all of which are registered open-end management investment
companies.
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV and Schedules A
and D thereto, filed by Stephens with the Securities and Exchange Commission
pursuant to the Investment Advisors Act of 1940 (file No. 501-15510).
(c) Not applicable.
Item 28. Location of Accounts and Records.
(a) The Registrant maintains accounts, books and other documents
required by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.
(b) Wells Fargo Bank maintains all Records relating to its
services as investment adviser and administrator at 525 Market Street, San
Francisco, California 94105.
(c) BGFA and BGI maintains all Records relating to their services
as sub-adviser and custodian, respectively, at 45 Fremont Street, San Francisco,
California 94105.
(d) Stephens maintains all Records relating to its services as
distributor at 111 Center Street, Little Rock, Arkansas 72201.
(e) Norwest Bank Minnesota, N.A. maintains all Records relating to
its services as custodian at 6th & Marquette, Minneapolis, Minnesota 55479-0040.
(f) Wells Capital Management Incorporated maintains all Records
relating to its services as investment sub-adviser at 525 Market Street, San
Francisco, California 94105.
(g) Peregrine Capital Management, Inc. maintains all Records
relating to its services as investment sub-adviser at 800 LaSalle Avenue,
Minneapolis, Minnesota 55479.
(h) Galliard Capital Management, Inc. ("Galliard") maintains all
Records relating to its services as investment sub-adviser at 800 LaSalle
Avenue, Suite 2060, Minneapolis, Minnesota 55479.
(i) Smith Asset Management Group, LP maintains all Records
relating to its services as investment sub-adviser at 500 Crescent Court, Suite
250, Dallas, Texas 75201.
(j) Schroder Investment Management, North America Inc. maintains
all Records relating to its services as investment sub-adviser at 787 Seventh
Avenue, New York, New York 10019.
Item 29. Management Services.
Other than as set forth under the captions "Organization and
Management of the Funds"" in the Prospectus constituting Part A of this
Registration Statement and "Management" in the Statement of Additional
Information constituting Part B of this Registration Statement, the Registrant
is not a party to any management-related service contract.
Item 30. Undertakings. Not applicable.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
<S> <C>
EX99.B(I) Legal Opinion
EX99.B(a) Amended and Restated Declaration of Trust
EX99.B(d)(1)(I) Investment Advisory Contract with Wells Fargo Bank, N.A.
EX99.B(d)(1)(ii) Fee and Expense Agreement between Wells Fargo Funds Trust and Wells
Fargo Bank, N.A.
EX99.B(d)(2)(I) Form of Sub-Advisory Contract with Barclays Global Fund Advisors
EX99.B(d)(2)(ii) Sub-Advisory Contract with Galliard Capital Management
EX99.B(d)(2)(iii) Sub-Advisory Contract with Peregrine Capital Management
EX99.B(d)(2)(iv) Sub-Advisory Contract with Schroder Capital Management, Inc.
EX99.B(d)(2)(v) Sub-Advisory Contract with Smith Asset Management, L.P.
EX99.B(e) Distribution Agreement with Stephens, Inc.
EX99.B(g)(1) Custody Agreement with Barclays Global Investors, N.A.
EX99.B(g)(2) Custody Agreement with Norwest Bank Minnesota, N.A.
EX99.B(g)(3) Securities Lending Agreement by and among Wells Fargo
Funds Trust, Wells Fargo Bank, N.A. and Norwest Bank
Minnesota, N.A.
EX99.B(h)(1) Administration Agreement with Wells Fargo Bank, N.A.
EX.99.B(h)(2)(ii) Interim Fund Accounting Agreement with Wells Fargo Bank, N.A.
EX.99B(h)(3) Transfer Agency and Service Agreement with Boston Data Financial
Services, Inc.
EX99.B(h)(4) Shareholder Servicing Plan
EX99.B(h)(5) Form of Shareholder Servicing Agreement
EX99.B(e)(ii) Distribution Plan
EX99.B(o) Rule 18f-3 Plan
</TABLE>
EX99.B(a)(i)
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
WELLS FARGO FUNDS TRUST
This Declaration of Trust, made on March 10, 1999, and amended and
restated on March 26, 1999 and August 19, 1999, creates a Delaware business
trust for the investment and reinvestment of money and property received by the
Trust from time to time. The Trustees declare that all money and property
received by the Trust shall be held and managed in trust pursuant to this
Amended and Restated Declaration of Trust. The name of the Trust created by this
Declaration is Wells Fargo Funds Trust.
ARTICLE I
DEFINITIONS
Unless otherwise provided or required by the context:
(a) "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, and all terms and requirements that are defined herein by
reference to the 1940 Act shall be interpreted as that term or requirement has
been modified or interpreted by applicable orders of the Commission or any rules
or regulations adopted by, or interpretive releases of the Commission or its
staff, and staff no-action letters issued under the 1940 Act;
(b) "Board" means the Board of Trustees of the Trust as described in
Article II of this Declaration;
(c) "By-Laws" means the By-Laws of the Trust if adopted by the Trustees, as
amended from time to time;
(d) "Class" means the class of Shares of a Series established pursuant to
Article IV;
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations thereunder, as adopted or amended from time
to time;
(f) "Commission," "Interested Person," and "Principal Underwriter" have the
meanings provided in the 1940 Act;
(g) "Covered Person" means a person so defined in Article IX, Section 2;
(h) "Declaration" shall mean this Amended and Restated Declaration of Trust
as amended, modified, supplemented or restated from time to time.
(i) "Delaware Act" means Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as amended from time to time,
and as interpreted by the Delaware courts;
(j) "Majority Shareholder Vote" means "the vote of a majority of the
outstanding voting securities" as defined in the 1940 Act;
(k) "Net Asset Value" means the net asset value of each Series of the
Trust, determined as provided in Article V, Section 3;
(l) "Outstanding Shares" means Shares shown in the books and records of the
Trust or its transfer agent as then issued and outstanding, but does not include
any Shares that have been repurchased or redeemed by the Trust and are being
held in the treasury of the Trust;
(m) "Series" means a series of Shares established pursuant to Article IV;
(n) "Shareholder" means a record owner of Outstanding Shares;
(o) "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest of each Series or Class is divided from time
to time (including whole Shares and fractions of Shares);
(p) "Trust" means Wells Fargo Funds Trust, created hereby;
(q) "Trustee" means a person serving as a Trustee in accordance with
Article II, in his capacity as such, and "Trustees," when used collectively,
means the Trustees acting collectively as the Board;
(r) "Trust Property" means any and all property, real or personal, tangible
or intangible, which is owned or held by or for the Trust or any Series or by
the Trustees on behalf of the Trust or any Series.
ARTICLE II
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the Trust shall
be managed by or under the direction of the Board, and they shall have all
powers necessary or desirable, convenient or incidental, to carry out that
responsibility. The Trustees may execute all instruments and take all action
they deem necessary, desirable, convenient or incidental, to promote the
interests of the Trust. Any determination made by the Trustees in good faith as
to what is in the interests of the Trust shall be conclusive.
Section 2. Initial Trustees; Election and Number of Trustees. The initial
Trustees shall be the persons initially signing this Declaration prior to its
amendment and restatement. The number of Trustees (other than the initial
Trustees) shall ten (10) or such other number as is fixed from time to time by a
majority of the Trustees; provided, that there shall be at least two (2)
Trustees. The Shareholders shall elect the Trustees, only if required by the
1940 Act, on such dates as the Trustees may fix from time to time.
Section 3. Term of Office of Trustees. Each Trustee shall hold office for life
or until his or her successor is elected or the Trust terminates; except that
(a) any Trustee may resign by delivering to the other Trustees or to any Trust
officer a written resignation effective upon delivery or a later date specified
therein; (b) any Trustee may be removed with or without cause at any time by a
written instrument signed by at least two-thirds of the other Trustees,
specifying the effective date of removal; (c) any Trustee who requests to be
retired, or has become physically or mentally incapacitated or is otherwise
unable to serve fully, may be retired by a written instrument signed by a
majority of the other Trustees, specifying the effective date of retirement; and
(d) any Trustee may be removed at any meeting of the Shareholders by a vote of
at least two-thirds of the Outstanding Shares if required by Section 16(c) of
the 1940 Act as interpreted by the staff of the Commission.
Each Trustee shall retire from service on the Board no later than the
end of the calendar year in which such Trustee reaches the age of 72, or until
such other time as determined by an appropriate resolution of the full Board,
including a majority of the remaining Trustees. However, any Trustee who is a
Trustee as of March 26, 1999, and who had reached the age of 72 prior to such
date shall continue to serve as a Trustee of the Trust until the end of such
calendar year as is determined by an appropriate resolution of the full Board,
including a majority of the remaining Trustees, at which time he shall retire
from service on the Board.
Section 4. Qualification of Trustees. No person shall be qualified to serve,
stand for election or be appointed as a Trustee if such person has already
reached the age of 70. Persons serving as Trustees as of March 26, 1999 who
reached the age of 70 prior to that date, are exempt from this qualification
requirement until the end of the fiscal year in which they turn 72 and retire
pursuant to the retirement policy described in Section 3, or pursuant to the
Board resolution that establishes the calendar year in which they must retire.
Section 5. Vacancies; Appointment of Trustees. Whenever a vacancy in the Board
exists, regardless of the reason for such vacancy, the remaining Trustees may
appoint any person as they determine in their sole discretion to fill that
vacancy, except that the Trustee appointed may not be an "interested person"
within the meaning of the 1940 Act if the appointment of an interested person
would cause a violation of the 1940 Act, and the person must meet the
qualification standards set out in Section 4. Such appointment shall be made by
a written instrument signed by a majority of the Trustees or by an appropriate
resolution, duly adopted and recorded in the records of the Trust, specifying
the effective date of the appointment. The Trustees may appoint a new Trustee as
provided above in anticipation of a vacancy expected to occur because of the
retirement, resignation, or removal of a Trustee, or an increase in number of
Trustees, provided that such appointment shall become effective only at or after
the expected vacancy occurs. As soon as any such Trustee has signed this
Declaration or otherwise accepted his or her appointment in writing, the trust
estate shall vest in the new Trustee, together with the continuing Trustees,
without any further act or conveyance, and he or she shall be deemed a Trustee
hereunder. The power of appointment is subject to Section 16(a) of the 1940 Act,
and shareholders are entitled to vote on such appointments only if expressly
required under the 1940 Act.
Notwithstanding the foregoing, all of the Initial Trustees may resign
by written instrument to be effective on the date specified in the instrument
("Resignation Instrument"). However, before resigning as permitted in this
paragraph, the Initial Trustees shall determine and set forth in the Resignation
Instrument the number of Trustees of the Trust (subject to the Trustees' power
to change the required number as detailed in Section 2 of this Article) and
shall appoint their successors.
Section 6. Temporary Vacancies or Absence. Whenever a vacancy in the Board
exists, until such vacancy is filled, or while any Trustee is absent from his or
her domicile (unless that Trustee has made arrangements to be informed about,
and to participate in, the affairs of the Trust during such absence), or is
physically or mentally incapacitated or is otherwise unable to serve fully, the
remaining Trustees shall have all the powers hereunder and their certification
as to such vacancy, absence, or incapacity or inability shall be conclusive. To
the extent permitted under the 1940 Act, any Trustee may, by power of attorney,
delegate his or her powers as Trustee for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees.
Section 7. Chairman. The Board may appoint one or more of its members to be
Chairman or Co-Chairmen of the Board. The Chairman or Co-Chairmen shall preside
at all meetings of the Trustees, and shall have such other duties and powers as
the Trustees determine from time to time. Absent an express declaration
otherwise by an appropriate resolution of the Board, the Chairman or Co-Chairmen
are not considered officers of the Trust and shall not have the powers or duties
of officers of the Trust. If the Trustees choose to appoint a Chairman or
Co-Chairman who will be officers of the Trust, the Trustees shall determine, and
specify in Board resolutions, the powers and duties, and any limitations
thereon, of the Chairman or Co-Chairman so selected.
Section 8. Action by Trustees. The Trustees shall act by majority vote at a
meeting duly called at which a quorum is present or, except as specified below,
by written consent of a majority of the Trustees (or such greater number as may
be required by applicable law) without a meeting. Unless a higher amount is
required by this Declaration, by Board resolution, or the 1940 Act, a quorum of
the Trustees shall be one-third of the total number of Trustees, but no less
than two Trustees. An action of a majority of the Trustees, as defined above,
shall constitute action by the Trustees except to the extent otherwise required
by the 1940 Act, this Declaration or by Board resolution.
Section 9. Meetings of the Trustees; Required Notice. Unless required under this
Declaration or under the 1940 Act, the Trustees may act with or without a
meeting. All of the Trustees or any one of them may participate in a meeting by
means of a conference call or similar communication equipment, provided that all
participants may hear each other, and participation in a meeting pursuant to
such communication equipment shall constitute presence at the meeting, unless
the 1940 Act specifically requires the Trustees to act "in person," in which
case such term shall be construed in accordance with the 1940 Act. Unless
required otherwise by this Declaration, Board resolution or by the 1940 Act, any
action of the Trustees may be taken without a meeting by written consent of a
majority of the Trustees.
Meetings of the Trustees may be called orally or in writing by the
Chairman, if any, or by any two other trustees. Regular meetings of the Trustees
may be held without call or notice at a place and time fixed by Board resolution
of the Trustees. Notice of any other meeting shall, and notice of any regular
meeting may, be given to each Trustee by first class mail sent at least three
business days before the meeting, by overnight delivery sent at least two
business days before the meeting, or by telephone, facsimile or other electronic
mechanism sent to his or her home or business address at least twenty-four hours
before the meeting. Notice need not be given to any Trustee who attends the
meeting without objecting to the lack of notice or who signs a waiver of notice
either before or after the meeting. Subject only to any express limitation in
the 1940 Act, the Board, by majority vote, may delegate to any Trustee or
Trustees authority to approve particular matters or take particular action on
behalf of the Trust. Written consents or waivers of the Trustees may be executed
in one or more counterparts, and may be provided and delivered to the Trust by
facsimile or other similar electronic mechanism.
Section 10. Committees. To facilitate certain requirements under the 1940 Act,
the Trust shall have a standing Audit Committee and a standing Nominating
Committee (collectively, the "Standing Committees"). The Trustees may designate
other committees of the Board. The Trustees shall determine the number of
members of each committee, and may determine the quorum for each committee, and
shall appoint its members and its chair. Each committee member shall serve at
the pleasure of the Trustees. The Trustees may abolish any committee other than
the Standing Committees, at any time. Each committee shall maintain records of
its meetings and report its actions to the full Board. The Trustees may rescind
any action of any committee, but such rescission shall not have retroactive
effect except as agreed by the committee. The Trustees may delegate to any
committee any of its powers, subject only to the express limitations of the 1940
Act.
Committees may act with or without a meeting. Each committee may adopt
such rules governing its proceedings, quorum and manner of acting as it deems
proper and desirable if the Board does not determine otherwise. In the absence
of the adoption of such rules, a majority of the committee shall constitute a
quorum, and a committee shall act at a meeting by the vote of a majority of the
members present, or without a meeting by written consent of a majority of the
committee members.
Section 11. Audit Committee. The Audit Committee is responsible for (a)
recommending independent accountants for selection by the Boards, (b) reviewing
the scope of audit, accounting and financial internal controls and the quality
and adequacy of each Trust's accounting staff with the independent accountants
and such other persons as may be deemed appropriate, (c) reviewing, as
necessary, with the accounting staff and the independent accountants the
compliance of transactions between each Trust and any affiliated persons of the
Trust, (d) reviewing reports of the independent accountants, and (e) making
themselves directly available to the independent accountants and responsible
Officers of the Trusts for consultation on audit, accounting and related
financial matters. The Board may expand or clarify the responsibilities of the
Audit Committee by adopting a committee charter or otherwise, but may not narrow
the responsibilities set forth here without the consent of the Audit Committee.
Section 12. Nominating Committee. The Nominating Committee is responsible for
recommending to the Board persons to be nominated for election as Trustees by
the Shareholders at any required Shareholder meeting and a person to be
appointed to fill any vacancy occurring on the Board. Notwithstanding this
section, the nomination and selection of those Trustees who are not "interested
persons" (as defined under the 1940 Act) shall be committed to the discretion of
the disinterested Trustees so long as the Trust has in effect one or more plans
pursuant to Rule 12b-1 under the 1940 Act. The Board may expand or clarify the
responsibilities of the Nominating Committee by adopting a committee charter or
otherwise, but may not narrow the responsibilities set forth here without the
consent of the Nominating Committee.
Section 13. Ownership of Trust Property. The Trust Property of the Trust and of
each Series shall be held separate and apart from any assets now or hereafter
held in any capacity (other than as Trustee hereunder) by the Trustees or any
successor Trustees. All of the Trust Property and legal title thereto shall at
all times be considered as vested in the Trustees on behalf of the Trust, except
that the Trustees may cause legal title to any Trust Property to be held by or
in the name of the Trust, or in the name of any person as nominee. No
Shareholder shall have any interest in specific property of the Trust or of any
Series or any right of partition or possession thereof, but each Shareholder
shall have, as provided in Article IV, a proportionate undivided beneficial
interest in the assets of the Trust or Series represented by Shares.
Section 14. Effect of Trustees Not Serving. The death, resignation, retirement,
removal, incapacity, or inability or refusal to serve of any one or more or all
of the Trustees, shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration. Section 15. Trustees
as Shareholders. Subject to any restrictions that the Trustees may establish,
any Trustee, officer, agent or independent contractor of the Trust may acquire,
own and dispose of Shares to the same extent as any other Shareholder; the
Trustees may issue and sell Shares to and buy Shares from any such person or any
firm or company in which such person is interested, subject only to any general
limitations herein. The Trustees are not required to be Shareholders of the
Trust.
Section 16. Compensation of Trustees. Each Trustee and each committee member may
receive such compensation for his or her services and reimbursement for expenses
as may be fixed from time to time by the Trustees.
ARTICLE III
POWERS OF THE TRUSTEES
Section 1. Powers. The Board shall have full, exclusive and complete power and
discretion to manage and control the business and affairs of the Trust, and to
make all decisions affecting the business and affairs of the Trust. No
Shareholder or assignee of Shares, as such, shall have any authority, right or
power to bind the Trust or to manage or control, or to participate in the
management or control of, the business and affairs of the Trust in any manner
whatsoever. The Trustees shall have exclusive and absolute control over the
Trust Property and over the business of the Trust to the same extent as if they
were the sole owners of the Trust Property and business in their own right. The
Trustees shall have full power and authority to take or refrain from taking any
action and to execute any contracts and instruments that they may consider
necessary, desirable, convenient or incidental in the management of the Trust.
To the fullest extent permitted by applicable law, the Trustees shall not in any
way be bound or limited by current or future laws or customs applicable to trust
investments, but shall have full power and authority to make any investments
which they, in their sole discretion, deem proper to accomplish the purposes of
the Trust, and to dispose of the same. The Trustees may exercise all of their
powers without recourse to any court or other authority. Subject only to any
express limitation in the 1940 Act, this Declaration or contained in any Board
resolution, the Trustees' power and authority shall include, without limitation,
the power and the authority:
(a) To operate as and carry on the business of a registered investment company,
and exercise all the powers necessary, proper or convenient to conduct such a
business;
(b) To subscribe for, invest in, reinvest in, purchase, or otherwise acquire,
hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in
or dispose of any form of property, including, without limitation, cash (U.S.
currency, foreign currencies and related instruments), and securities
(including, without limitation, common and preferred stocks, equity interests
and securities, warrants, bonds, debentures, time notes, and all other evidences
of indebtedness, negotiable or non-negotiable instruments, obligations,
certificates of deposit or indebtedness, commercial paper, repurchase
agreements, reverse repurchase agreements, convertible securities, forward
contracts, options, and futures contracts) issued, guaranteed, or sponsored by,
without limitation, any state, territory, or possession of the United States or
the District of Columbia or their political subdivisions, agencies, or
instrumentalities, or by the U.S. government, any foreign government, or any
agency, instrumentality, or political subdivision thereof, or by any
international instrumentality, or by any bank, savings institution, corporation,
partnership, limited liability company, trust, or other business entity
organized under the laws of the United States (including a registered investment
company or any series thereof, subject to the provisions of the 1940 Act) or
under foreign laws without regard to whether any such securities mature before
or after the possible termination of the Trust; to exercise any and all rights,
powers, and privileges of ownership or interest in respect of any and all such
property of every kind and description; and to hold cash or other property
uninvested, without in any event being bound or limited by any current or future
law or custom concerning investments by trustees;
(c) To adopt By-Laws not inconsistent with this Declaration providing for the
conduct of the business of the Trust and to amend and repeal them;
(d) To elect and remove such officers of the Trust and appoint and terminate
such agents of the Trust as they deem appropriate;
(e) To employ as custodian of any assets of the Trust, subject to any provisions
herein or by resolution of the Board, one or more banks, trust companies or
companies that are members of a national securities exchange, or other entities
permitted by the Commission to serve as such;
(f) To retain one or more transfer agents;
(g) To provide for the distribution of Shares either through a Principal
Underwriter as provided herein or by the Trust itself, or both, and, subject to
applicable law, to adopt a distribution plan of any kind;
(h) To set record dates in the manner provided for herein or in the By-Laws;
(i) To delegate such authority as they consider desirable to such of their
number or to officers, employees or agents of the Trust including, without
limitation, the ability to perform actions or execute instruments in the name of
the Trust, the name of the Trustees or otherwise as the Trustees may deem
necessary, desirable or convenient;
(j) To sell or exchange any or all of the assets of the Trust, subject to
Article XI, Section 4;
(k) To vote or give assent, or exercise any rights of ownership, with respect to
other securities or property; and, if necessary, to execute and deliver powers
of attorney delegating such power to other persons;
(l) To establish separate and distinct Series, each with its own defined
investment objectives and policies and distinct investment purposes, and with
separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article IV;
(m) To incur and pay all expenses that in the Trustees' opinion are necessary or
incidental to carry out any of the purposes of this Declaration; to pay
reasonable compensation to themselves as Trustees from the Trust Property or the
assets belonging to any appropriate Series or Class; to pay themselves such
compensation for special services, including legal and brokerage services, and
such reimbursement for expenses reasonably incurred by themselves on behalf of
the Trust or any Series or Class, as they in good faith may deem reasonable; and
to fix the compensation of all officers and employees of the Trust;
(n) To the full extent permitted by Section 3804 of the Delaware Act, to
allocate assets, revenue, liabilities and expenses of the Trust to a particular
Series and liabilities and expenses to a particular Series or Class or to
apportion the same between or among two or more Series or Classes, provided that
any liabilities or expenses incurred by a particular Series or Class shall be
payable solely out of the assets belonging to that Series or Class as provided
for in Article IV, Section 4;
(o) To compromise, arbitrate, or otherwise adjust claims in favor of or against
the Trust or any matter in controversy including, but not limited to, claims for
taxes;
(p) To make distributions of income and of capital gains to Shareholders in the
manner hereinafter provided for;
(q) To borrow money, issue evidence of indebtedness or otherwise obtain credit
and to secure the same by mortgaging, pledging, or otherwise subjecting as
security any assets of the Trust, including the lending of portfolio securities,
and to endorse, guarantee, or undertake the performance of any obligation,
contract, or engagement of any other person, firm, association, or corporation,
subject only to the requirements of the 1940 Act and any other applicable law;
(r) To establish committees for such purposes, with such membership, and with
such responsibilities as the Trustees may consider proper, including a committee
consisting of fewer than all of the Trustees then serving, which may act for and
bind the Trustees and the Trust with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any legal action, suit or
proceeding, pending or threatened;
(s) To purchase, and pay for out of Trust Property or the assets belonging to
any appropriate Series, insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, and/or independent contractors of the Trust
(including the investment adviser of any Series) against all claims arising by
reason of holding any such position or by reason of any action taken or omitted
by any such person in such capacity, whether or not the Trust would have the
power to indemnify such person against such claim;
(t) To issue, sell, repurchase, redeem, cancel, retire, acquire, hold, resell,
reissue, dispose of and otherwise deal in Shares; to establish terms and
conditions regarding the issuance, sale, repurchase, redemption, cancellation,
retirement, acquisition, holding, resale, reissuance, disposition of or dealing
in Shares; and, subject to Articles IV and V, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the Trust or of the particular Series with respect to which such
Shares are issued;
(u) To definitively interpret the investment objectives, policies and
limitations of the Trust or any Series; and
(v) To carry on any other business in connection with or incidental to any of
the foregoing powers, to do everything necessary, desirable or convenient to
accomplish any purpose or to further any of the foregoing powers, and to take
any other action in connection with or incidental to the foregoing business or
purposes, objects or powers.
The clauses above shall be construed as objects and powers, and the
enumeration of specific powers shall not limit in any way the general powers of
the Board or the Trustees. Any action by one or more of the Trustees in their
capacity as Trustee(s) shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity. No one dealing
with the Trustees shall be under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the application of any payments made
or property transferred to the Trustees or upon their order. In construing this
Declaration, the presumption shall be in favor of a grant of power to the Board
and the Trustees.
Section 2. Certain Transactions. Except as expressly prohibited by applicable
law, the Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust to, any Trustee or officer of
the Trust or any firm of which any such Trustee or officer is a member, acting
as principal, or have any such dealings with any investment adviser,
administrator, principal underwriter or transfer agent for the Trust or with any
Interested Person of such person. The Trust may employ any such person or entity
in which such person is an Interested Person, or broker, legal counsel,
registrar, investment adviser, administrator, distributor, transfer agent,
dividend disbursing agent, custodian or in any other capacity upon customary
terms.
ARTICLE IV
SERIES; CLASSES; SHARES
Section 1. Establishment of Series or Class. The Board may divide the Trust into
one or more Series. The Trustees may divide any Series into one or more Classes
of Shares. The Initial Trustees shall establish the initial Series and Classes
of each Series by written unanimous consent. Each additional Series or division
of Series into Classes may be established by any permissible action of the
Trustees, including by resolution at a meeting. The Trustees may designate the
relative rights and preferences of the Shares of each Series. If a Series is
divided into Classes, each Class of a Series shall represent an undivided
beneficial interest in the assets of that Series and have identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
that expenses allocated to a Class shall be borne solely by such Class as
determined by the Trustees and a Class may have exclusive voting rights with
respect to matters affecting only that Class. The Trust shall maintain separate
and distinct records for each Series and hold and account for the assets thereof
separately from the other assets of the Trust or of any other Series. A Series
may issue any number of Shares and need not issue any Shares. Each Share of a
Series shall represent an equal undivided beneficial interest in the net assets
of such Series except to the extent affected by expense allocations. Each holder
of Shares of a Series shall be entitled to receive his or her pro rata share of
all distributions made with respect to such Series except to the extent affected
by expense allocations. Upon redemption of his or her Shares, such Shareholder
shall be paid solely out of the funds and property of such Series. The Trustees
may change the name of any Series or Class.
Section 2. Shares. The beneficial interest in the Trust shall be divided into
Shares of one or more separate and distinct Series or Classes established by the
Trustees. The number of Shares of each Series and Class is unlimited and each
Share shall have a par value (if any) as the Trustees may determine from time to
time. All Shares issued hereunder shall be fully paid and nonassessable.
Shareholders shall have no preemptive or other right to subscribe to any
additional Shares or other securities issued by the Trust. The Trustees shall
have full power and authority, in their sole discretion and without obtaining
Shareholder approval, to issue original or additional Shares at such times and
on such terms and conditions as they deem appropriate; to issue fractional
Shares and Shares held in the treasury; to establish and to change in any manner
Shares of any Series or Classes with such preferences, terms of conversion,
voting powers, rights and privileges as the Trustees may determine; to divide or
combine the Shares of any Series or Classes into a greater or lesser number; to
classify or reclassify any unissued Shares of any Series or Classes into one or
more Series or Classes of Shares; to abolish any one or more Series or Classes
of Shares; to issue Shares to acquire other assets (including assets subject to,
and in connection with, the assumption of liabilities) and businesses; and to
take such other action with respect to the Shares as the Trustees may deem
desirable. Shares held in the treasury shall not confer any voting rights on the
Trustees and shall not be entitled to any dividends or other distributions
declared with respect to the Shares.
Section 3. Investment in the Trust. The Trust may accept investments in any
Series from any persons and in any form, subject to such limitations or terms as
they may from time to time impose. Unless the Board directs otherwise, such
investments, subject only to the express requirements of the 1940 Act, may be in
the form of cash or securities in which that Series is authorized to invest,
valued as provided in Article V, Section 3. Investments in a Series shall be
credited to each Shareholder's account in the form of full Shares at the Net
Asset Value per Share next determined after the investment is received or
accepted as may be determined by the Trustees; provided, however, that the
Trustees may, in their discretion, (a) impose a sales charge upon investments in
any Series or Class, (b) issue fractional Shares, or (c) determine the Net Asset
Value per Share of the initial investment. The Trustees shall have the right to
refuse to accept investments, or any investment, in any Series at any time
without any cause or reason whatsoever.
Section 4. Assets and Liabilities of Series. All consideration received by the
Trust for the issue or sale of Shares of a particular Series, together with all
assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof (including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be), shall
be held and accounted for separately from the other assets of the Trust and
every other Series and are referred to as "assets belonging to" that Series. The
assets belonging to a Series shall belong only to that Series for all purposes,
and to no other Series, and shall be subject only to the rights of creditors of
that Series. Any assets, income, earnings, profits, and proceeds thereof, funds,
or payments which are not readily identifiable as belonging to any particular
Series shall be allocated by the Trustees between and among one or more Series
as the Trustees deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series for all purposes, and
such assets, earnings, income, profits or funds, or payments and proceeds
thereof shall be referred to as assets belonging to that Series. The assets
belonging to a Series shall be so recorded upon the books of the Trust, and
shall be held by the Trustees in trust for the benefit of the Shareholders of
that Series. The assets belonging to a Series shall be charged with the
liabilities of that Series and all expenses, costs, charges and reserves
attributable to that Series, except that liabilities and expenses allocated
solely to a particular Class shall be borne by that Class. Any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series or Class shall be
allocated and charged by the Trustees between or among any one or more of the
Series or Classes in such manner as the Trustees deem fair and equitable. Each
such allocation shall be conclusive and binding upon the Shareholders of all
Series or Classes for all purposes.
Without limiting the foregoing, but subject to the right of the
Trustees to allocate general liabilities, expenses, costs, charges or reserves
as herein provided, the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular Series shall
be enforceable against the assets of such Series only, and not against the
assets of the Trust generally or of any other Series and, unless otherwise
provided in this Declaration, none of the debts, liabilities, obligations,
expenses incurred, contracted for or otherwise existing with respect to the
Trust generally or any other Series shall be enforceable against the assets of
such Series. Notice of this contractual limitation on liabilities among Series
may, in the Trustees discretion, be set forth in the certificate of trust of the
Trust (whether originally or by amendment) as filed or to be filed in the Office
of the Secretary of State of the State of Delaware pursuant to the Delaware Act,
and upon the giving of such notice in the certificate of trust, the statutory
provisions of Section 3804 of the Delaware Act relating to limitations on
liabilities among Series (and the statutory effect under Section 3804 of the
Delaware Act of setting forth such notice in the certificate of trust) shall
become applicable to the Trust and each Series. Any person extending credit to,
contracting with or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt, with respect to that
Series. No Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other Series.
Section 5. Ownership and Transfer of Shares. The Trust or Transfer Agent shall
maintain a register containing the names and addresses of the Shareholders of
each Series and Class thereof, the number of Shares of each Series and Class
held by such Shareholders, and a record of all Share transfers. The register
shall be conclusive as to the identity of Shareholders of record and the number
of Shares held by them from time to time. Shares shall be uncertificated unless
expressly authorized by the Trustees. The Trustees may authorize the issuance of
certificates representing Shares and adopt rules governing their use. The
Trustees may make rules governing the transfer of Shares, whether or not
represented by certificates. No Shareholder shall be entitled to payments of
distributions nor to any notice given, until it has given its address to such
officer or agent as shall keep the register.
Section 6. Status of Shares; Limitation of Shareholder Liability. Shares shall
be deemed to be personal property giving Shareholders only the rights provided
in this Declaration. Every Shareholder, by virtue of having acquired a Share,
shall be held expressly to have assented to and agreed to be bound by the terms
of this Declaration and to have become a party hereto. No Shareholder, as such,
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust or
any Series. Shareholders, as such, shall have the same limitation of personal
liability as is extended to Stockholders of a private corporation for profit
organized under The General Corporation Law of the State of Delaware. Every
written obligation of the Trust or any Series shall contain a statement to the
effect that such obligation may only be enforced against the assets of the Trust
or such Series; however, the omission of such statement shall not operate to
bind or create personal liability for any Shareholder or Trustee or any other
series.
ARTICLE V
DISTRIBUTIONS AND REDEMPTION
Section 1. Distributions. The Trustees may declare and pay dividends and other
distributions, including dividends on Shares of a particular Series and other
distributions from the assets belonging to that Series. The amount and payment
of dividends or distributions and their form, whether they are in cash, Shares
or other Trust Property, shall be determined by the Trustees in their
discretion. Dividends and other distributions may be paid pursuant to a standing
resolution adopted once or more often as the Trustees determine. All dividends
and other distributions on Shares of a particular Series shall be distributed
pro rata to the Shareholders of that Series in proportion to the number of
Shares of that Series they held on the record date established for such payment,
except that such dividends and distributions shall appropriately reflect
expenses allocated to a particular Class of such Series. The Trustees may adopt
and offer to Shareholders such dividend reinvestment plans, cash dividend payout
plans or similar plans as the Trustees deem appropriate.
Section 2. Redemptions. As required under the 1940 Act, each Shareholder of a
Series shall have the right at such times as may be determined by the Trustees
to require the Series to redeem all or any part of his or her Shares at a
redemption price per Share equal to the Net Asset Value per Share at such time
as the Trustees shall have prescribed by resolution, less any applicable charges
or sales loads. In the absence of such resolution, the redemption price per
Share shall be the Net Asset Value next determined after receipt by the Series
of a request for redemption in proper form less such charges as are determined
by the Trustees and described in the Trust's Registration Statement for that
Series under the Securities Act of 1933 and/or the 1940 Act. The Trustees may
specify conditions, prices, and places of redemption, and may specify binding
requirements for the proper form or forms of requests for redemption. Payment of
the redemption price may be wholly or partly in securities or other assets at
the value of such securities or assets used in such determination of Net Asset
Value, or may be in cash. Upon redemption, Shares shall not be cancelled and may
be reissued from time to time. The Trustees may require Shareholders to redeem
Shares for any reason under terms set by the Trustees, including the failure of
a Shareholder to supply a personal identification number if required to do so,
or to have the minimum investment required, or to pay when due for the purchase
of Shares issued to him. To the extent permitted by law, the Trustees may retain
the proceeds of any redemption of Shares required by them for payment of amounts
due and owing by a Shareholder to the Trust or any Series or Class.
Notwithstanding the foregoing, the Trustees may postpone payment of the
redemption price and may suspend the right of the Shareholders to require any
Series or Class to redeem Shares during any period of time when and to the
extent permissible under the 1940 Act.
Section 3. Determination of Net Asset Value. The Trustees shall cause the Net
Asset Value of Shares of each Series or Class to be determined from time to time
in a manner consistent with the 1940 Act. The Trustees may delegate the power
and duty to determine Net Asset Value per Share to one or more Trustees or
officers of the Trust or to a custodian, depository or other agent appointed for
such purpose. The Net Asset Value of Shares shall be determined separately for
each Series or Class at such times as may be prescribed by the Trustees or, in
the absence of action by the Trustees, as of the close of regular trading on the
New York Stock Exchange on each day such Exchange is open for trading.
Section 4. Suspension of Right of Redemption. If, as referred to in Section 2 of
this Article, the Trustees postpone payment of the redemption price and suspend
the right of Shareholders to redeem their Shares, such suspension shall take
effect at the time the Trustees shall specify, but not later than the close of
business on the business day next following the declaration of suspension.
Thereafter Shareholders shall have no right of redemption or payment until the
Trustees declare the end of the suspension. If the right of redemption is
suspended, a Shareholder may either withdraw his or her request for redemption
or receive payment based on the Net Asset Value per Share next determined after
the suspension terminates.
ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have the right to vote only on
matters as expressly required under the 1940 Act or under the law of Delaware
applicable to business trusts. This Declaration shall not confer any independent
right to Shareholders to vote for any matter, including the creation, operation,
dissolution, or termination of the Trust. The Shareholders shall have the right
to vote on other matters only as the Trustees may consider desirable, and so
authorize. To the extent that the 1940 Act or Delaware law is amended by rule,
regulation, order, or no-action letter to eliminate or limit Shareholders' right
to vote on any specific matter, the Shareholders' right to vote shall be deemed
to be amended, modified or interpreted in accordance therewith without further
approval by the Trustees or the Shareholders.
Currently, the 1940 Act requires that shareholders have the right to
vote, under certain circumstances, to: (a) elect Trustees; (b) approve
investment advisory agreements and principal underwriting agreements; (c)
approve a change in subclassification; (d) approve any change in fundamental
investment policies; (e) approve a distribution plan under Rule 12b-1 of the
1940 Act; and (f) terminate the Trust's independent public accountant. The
Shareholders may vote on any additional matter only as the Trustees may consider
desirable, and so authorize. Shareholders have the right to call special
meetings and vote to remove Trustees but only if and to the extent that the
Commission staff takes the position that Section 16(c) of the 1940 Act gives
them such right.
On any matter that requires Shareholder approval under the 1940 Act,
whether Shareholders are required to vote by Series or Class shall be determined
by reference to the express requirements of the 1940 Act. On other matters
submitted to a vote of the Shareholders in the discretion of the Trustees, or
for which the 1940 Act does not expressly specify the voting procedure, all
Shares shall be voted in the aggregate and not by Series or Class unless the
Trustees determine otherwise. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote, and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy or
in any manner authorized by the Trustees. Unless the Trustees declare otherwise,
proxies may be given by any electronic or telecommunications device, including
telefax, telephone or through the Internet, but if a proposal by anyone other
than the officers or Trustees is submitted to a vote of the Shareholders of any
Series or Class, or if there is a proxy contest or proxy solicitation or
proposal in opposition to any proposal by the officers or Trustees, Shares may
be voted only in person or by written proxy unless the Trustees specifically
authorize other permissible methods of transmission. Until Shares of a Series
are issued, as to that Series the Trustees may exercise all rights of
Shareholders and may take any action required or permitted to be taken by
Shareholders by law, or this Declaration.
Section 2. Meetings of Shareholders. There shall be no annual Shareholders'
meeting unless required by law. The first Shareholders' meeting shall be held to
elect Trustees at such time and place as the Trustees designate, unless such
action is taken by consent of Shareholders. Special meetings of the Shareholders
of any Series or Class may be called by the Trustees. Only if required under
Section 16(C) of the 1940 Act, as interpreted by the staff of the Commission,
special meetings shall be called by the Trustees upon the written request of
Shareholders owning at least ten percent of the Outstanding Shares of the Trust
entitled to vote for purposes of removing a Trustee. Shareholders shall be
entitled to at least fifteen calendar days notice of any meeting, given as
determined by the Trustees.
Section 3. Quorum; Required Vote. One-third of the Outstanding Shares of each
Series or Class, or one-third of the Outstanding Shares of the Trust, entitled
to vote in person or by proxy shall be a quorum for the transaction of business
at a Shareholders' meeting with respect to such Series or Class, or with respect
to the entire Trust, respectively. Any lesser number shall be sufficient for
adjournments. Any adjourned session of a Shareholders' meeting may be held
within a reasonable time without further notice. Except when a larger vote is
expressly required by the 1940 Act, if a quorum is present at a meeting, an
affirmative vote of a majority of the Outstanding Shares of the Trust voted in
person or by proxy shall decide any matters to be voted upon with respect to the
entire Trust. However, if the 1940 Act requires, or this Declaration permit, or
the Trustees determine, that Shares be voted on any matter by Series or Classes,
then a majority of the Outstanding Shares of that Series or Class (or, if
required by law, a Majority Shareholder Vote of that Series or Class) voted in
person or by proxy shall decide that matter insofar as that Series or Class is
concerned. Shareholders may act as to the Trust or any Series or Class by the
written consent of a majority (or such greater amount as may be required by
applicable law or this Declaration) of the Outstanding Shares of the Trust or of
such Series or Class, as the case may be.
ARTICLE VII
CONTRACTS WITH SERVICE PROVIDERS
Section 1. Investment Adviser. The Trustees may enter into one or more
investment advisory contracts on behalf of the Trust or any Series, providing
for investment advisory services, statistical and research facilities and
services, and other facilities and services to be furnished to the Trust or
Series on terms and conditions acceptable to the Trustees. Any such contract may
provide for the investment adviser to effect purchases, sales or exchanges of
portfolio securities or other Trust Property on behalf of the Trustees or may
authorize any officer or agent of the Trust to effect such purchases, sales or
exchanges pursuant to recommendations of the investment adviser. The Trustees
may authorize the investment adviser to employ one or more sub-advisers. The
Shareholders of the Trust or any Series shall have the right to vote to approve
investment advisory contracts to the extent such approval is required under the
1940 Act.
Section 2. Principal Underwriter. The Trustees may enter into one or more
distribution contracts on behalf of the Trust or any Series or Class, providing
for the distribution and sale of Shares by the other party, either directly or
as sales agent, on terms and conditions acceptable to the Trustees. The Trustees
may adopt a plan or plans of distribution with respect to Shares of any Series
or Class and enter into any related agreements, whereby the Series or Class
finances directly or indirectly any activity that is primarily intended to
result in sales of its Shares, subject to the requirements of Section 12 of the
1940 Act, Rule 12b-1 thereunder, and other applicable rules and regulations.
Section 3. Transfer Agency, Accounting, and Other Services. The Trustees, on
behalf of the Trust or any Series or Class, may enter into one or more transfer
agency, accounting, administration contracts and contracts for such other
services necessary or appropriate to carry out the business and affairs of the
Trust with any party or parties on terms and conditions acceptable to the
Trustees.
Section 4. Custodian. The Trustees shall at all times place and maintain the
securities and similar investments of the Trust and of each Series in custody
under arrangements that meet the requirements of Section 17(f) of the 1940 Act
and the rules thereunder. The Trustees, on behalf of the Trust or any Series,
may enter into one or more contracts with a custodian on terms and conditions
acceptable to the Trustees, providing for the custodian, among other things, to
(a) hold the securities owned by the Trust or any Series and deliver the same
upon written order or oral order confirmed in writing, (b) receive and receipt
for any moneys due to the Trust or any Series and deposit the same in its own
banking department or elsewhere, (c) disburse such funds upon orders or
vouchers, and (d) employ one or more sub-custodians.
Section 5. Parties to Contracts with Service Providers. The Trustees may enter
into any contract with any entity, even if one or more of the Trustees or
officers of the Trust may be an officer, director, trustee, partner,
Shareholder, or member of such entity, and no such contract shall be invalidated
or rendered void or voidable because of such relationship. No person having such
a relationship shall be disqualified from voting on or executing a contract in
his or her capacity as Trustee and/or Shareholder, or be liable merely by reason
of such relationship for any loss or expense to the Trust with respect to such a
contract or accountable for any profit realized directly or indirectly
therefrom; provided, that the contract was reasonable and fair and not
inconsistent with this Declaration.
Each contract referred to in Sections 1 and 2 of this Article shall be
consistent with and subject to the applicable requirements of Section 15 of the
1940 Act and the rules and orders thereunder with respect to its continuance in
effect, its termination, and the method of authorization and approval of such
contract or renewal.
ARTICLE VIII
EXPENSES OF THE TRUST AND SERIES
Subject to Article IV, Section 4, the Trust or a particular Series
shall pay, or shall reimburse the Trustees, from the Trust estate or the assets
belonging to the particular Series, for their expenses and disbursements,
including, but not limited to, interest charges, taxes, brokerage fees and
commissions; expenses of issue, repurchase and redemption of Shares; insurance
premiums; applicable fees, interest charges and expenses of third parties,
including the Trust's investment advisers, managers, administrators,
distributors, custodians, transfer agents and fund accountants; fees of pricing,
interest, dividend, credit and other reporting services; costs of membership in
trade associations; telecommunications expenses; funds transmission expenses;
auditing, legal and compliance expenses; costs of forming the Trust and its
Series and maintaining their existence; costs of preparing and printing the
prospectuses of the Trust and each Series, statements of additional information
and Shareholder reports and delivering them to Shareholders; expenses of
meetings of Shareholders and proxy solicitations therefor; costs of maintaining
books and accounts; costs of reproduction, stationery and supplies; fees and
expenses of the Trustees; compensation of the Trust's officers and employees and
costs of other personnel performing services for the Trust or any Series; costs
of Trustee meetings; Commission registration fees and related expenses; state or
foreign securities laws registration or notice fees and related expenses; and
for such non-recurring items as may arise, including litigation to which the
Trust or a Series (or a Trustee or officer of the Trust acting as such) is a
party, and for all losses and liabilities incurred by them in administering the
Trust. The Trustees shall have a lien on the assets belonging to the appropriate
Trust or the Series, or in the case of an expense allocable to more than one
Series, on the assets of each such Series, prior to any rights or interests of
the Shareholders thereto, for the reimbursement to them of such expenses or
disbursements, or for any losses or liabilities to which they become subject in
their capacity as Trustees.
ARTICLE IX
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability. All persons contracting with or having any
claim against the Trust or a particular Series shall look only to the assets of
the Trust or such Series, respectively, for payment under such contract or
claim; and neither the Trustees nor any of the Trust's officers, employees or
agents, whether past, present or future (each a "Covered Person," and
collectively the "Covered Persons"), shall be personally liable therefor. No
Covered Person shall be liable to the Trust or to any Shareholder for any loss,
damage or claim incurred by reason of any act performed or omitted by such
Covered Person in good faith on behalf of the Trust, a Series or a Class, and in
a manner reasonably believed to be within the scope of authority conferred on
such Covered Person by this Declaration, except that a Covered Person shall be
liable for any loss, damage or claim incurred by reason of such Covered Person's
bad faith, gross negligence, willful misconduct or reckless disregard of the
duties involved in the conduct of his or her office.
Section 2. Mandatory Indemnification. (a) Subject only to the express
limitations in the 1940 Act or other applicable laws, the Trust or the
appropriate Series shall indemnify each of its Covered Persons to the fullest
extent permitted under the 1940 Act and other applicable laws, including:
(i) against all liabilities and expenses reasonably incurred or paid by him or
her in connection with any claim, action, suit or proceeding in which he or she
becomes involved as a party or otherwise by virtue of his or her being or having
been a Covered Person and against amounts paid or incurred in the settlement
thereof
(ii) As used herein, the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened, and the words "liability" and
"expenses" shall include, without limitation, reasonable attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other liabilities.
(b) The rights of indemnification herein provided may be insured against by
policies of insurance maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, and shall inure to the benefit of the heirs, executors
and administrators of a Covered Person.
(c) To the maximum extent permitted by the 1940 Act and other applicable laws,
expenses in connection with the preparation and presentation of a defense to any
claim, action, suit or proceeding of the character described in subsection (a)
of this Section shall be paid by the Trust or applicable Series from time to
time prior to final disposition thereof upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him or her
to the Trust or applicable Series if it is ultimately determined that he or she
is not entitled to indemnification under this Section; provided, however, that
either (I) such Covered Person shall have provided appropriate security for such
undertaking, (ii) the Trust is insured against losses arising out of any such
advance payments or (iii) either a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the matter, or independent legal
counsel in a written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a full trial-type inquiry) that there is
reason to believe that such Covered Person will not be disqualified from
indemnification under this Section; provided, however, that the Trust shall not
be obligated to pay the expenses of any agent acting pursuant to a written
contract with the Trust, except to the extent required by such contract;
(d) Any repeal or modification of this Article IX shall be prospective only, to
the extent that such repeal or modification would, if applied retrospectively,
affect any limitation on the liability of any Covered Person in an a manner that
would be adverse to such Covered Person or affect any indemnification available
to any Covered Person in a manner that would be adverse to such Covered Person
with respect to any act or omission which occurred prior to such repeal,
modification or adoption.
Section 3. Indemnification of Shareholders. If any Shareholder or former
Shareholder of any Series shall be held personally liable solely by reason of
his or her being or having been a Shareholder and not because of his or her acts
or omissions or for some other reason, the Shareholder or former Shareholder (or
his or her heirs, executors, administrators or other legal representatives or in
the case of any entity, its general successor) shall be entitled out of the
assets belonging to the applicable Series to be held harmless from and
indemnified against all loss and expense arising from such liability. The Trust,
on behalf of the affected Series, shall, at its discretion, be entitled to
assume the defense of any claim made against such Shareholder for any act or
obligation of the Series and satisfy any judgment thereon from the assets of the
Series.
Section 4. Contractual Modification of Duties. To the extent that, at law or
equity, a Covered Person has duties (including fiduciary duties) and liabilities
relating to the Trust or any Series thereof or to any Shareholder, any such
Covered Person acting under this Declaration shall not be liable to the Trust or
any Series thereof or to any Shareholder for the Covered Person's good faith
reliance on the provisions of this Declaration. The provisions of this
Declaration, to the extent that they restrict or limit the duties and
liabilities of a Covered Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Covered Person.
ARTICLE X
OFFICERS
Section 1. General. The officers of the Trust shall be a President, a Treasurer,
and a Secretary, and may include one or more Assistant Treasurers or Assistant
Secretaries and such other officers ("Other Officers") as the Trustees may
determine. As specified in Section 7 of Article II, the Trustees may select one
or more of their members to be Chairman or Co-Chairmen of the Board. The
Chairman or Co-Chairmen of the Board may be, but are not required to be,
officers of the Trust.
Section 2. Election, Tenure and Qualifications of Officers. The Trustees shall
appoint the officers of the Trust. Each officer appointed by the Trustees shall
hold office until his or her successor shall have been appointed and qualified
or until his or her earlier death, inability to serve, or resignation. Any
person may hold more than one office, except that the President and the
Secretary may not be the same individual. A person who holds more than one
office in the Trust may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.
No officer need be a Trustee or a Shareholder, unless specified otherwise by the
Trustees.
Section 3. Vacancies and Newly Created Offices. Whenever a vacancy shall occur
in any office or if any new office is created, the Trustees may fill such
vacancy or new office.
Section 4. Removal and Resignation. Officers serve at the pleasure of the
Trustees and may be removed at any time with or without cause. The Trustees may
delegate the power to remove to the Chairman or President with respect to any
Other Officer. Any officer may resign from office at any time by delivering a
written resignation to the Trustees, Chairman, or the President. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Section 5. President. The President is the principal executive officer of the
Trust and shall have the power and responsibility to perform all duties
incidental to the office of President, subject to the Trustees' supervision, and
such other duties as from time to time, may be assigned to him by the Board In
the absence of a Chairman, the President shall preside over meetings of the
Board, unless the Trustees determine otherwise.
Section 6. Treasurer and Assistant Treasurer(s). The Treasurer is the principal
financial officer and principal accounting officer of the Trust. As such, the
Treasurer shall have general charge of the finances and books of the Trust, and
shall report to the Trustees annually regarding the financial condition of each
Series as soon as possible after the close of such Series' fiscal year. The
Treasurer shall be responsible for the delivery of all funds and securities of
the Trust to such company as the Trustees shall retain as Custodian. The
Treasurer shall furnish such reports concerning the financial condition of the
Trust as the Trustees may request. The Treasurer shall have the power and
responsibility to perform all acts incidental to the office of Treasurer,
subject to the Trustees' supervision, and shall perform such additional duties
as the Trustees may designate.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may
perform all the duties of the Treasurer.
Section 7. Secretary and Assistant Secretaries. The Secretary shall record all
resolutions, votes and proceedings of the meetings of Trustees and Shareholders
in books to be kept for that purpose. The Secretary shall be responsible for
giving and serving notices of the Trust, unless the Trustees determine
otherwise. The Secretary shall have custody of any seal of the Trust and shall
be responsible for the records of the Trust, including the Share register and
such other books and documents as may be required by the Trustees or by law. The
Secretary shall have the power and responsibility to perform all acts incidental
to the office of Secretary, subject to the supervision of the Trustees, and
shall perform such additional duties as the Trustees may designate.
Any Assistant Secretary may perform such duties of the Secretary as the
Trustees or the Secretary may assign, and, in the absence of the Secretary, may
perform all the duties of the Secretary.
Section 8. Authority to Execute and File Applications for Exemptive Relief. The
Officers of the Trust, including, without limitation, the President, Treasurer,
any Assistant Treasurer, Secretary, any Assistant Secretary, or any of them are
delegated the authority to prepare, execute and file with the Commission, any
and all applications for exemptive orders, and any amendments or supplements
thereto, that the Officers believe are necessary, desirable or convenient.
Section 9. Compensation of Officers. Each officer may receive such compensation
from the Trust for services and reimbursement for expenses as the Trustees may
determine.
Section 10. Surety Bond. The Trustees may require any officer or agent of the
Trust to execute a bond (including, without limitation, any bond required by the
1940 Act and the rules and regulations of the Commission) to the Trust in such
sum and with such surety or sureties as the Trustees may determine, conditioned
upon the faithful performance of his or her duties to the Trust, including
responsibility for negligence and for the accounting of any of the Trust's
property, funds or securities that may come into his or her hands.
ARTICLE XI
MISCELLANEOUS
Section 1. Trust Not a Partnership. This Declaration creates a trust and not a
partnership. No Trustee shall have any power to bind personally either the
Trust's officers or any Shareholder to any obligation to which such person has
not consented.
Section 2. Trustee Action; Expert Advice; No Bond or Surety. The exercise by the
Trustees of their powers and discretion in accordance with the terms of this
Declaration in good faith under the circumstances then prevailing shall be
binding upon everyone interested or affected thereby. Subject to the provisions
of Article IX, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration, and
subject to the provisions of Article IX, shall not be liable for any act or
omission in accordance with such advice or for failing to follow such advice.
The Trustees shall not be required to give any bond as such, nor any surety if a
bond is obtained.
Section 3. Record Dates. The Trustees may fix in advance a date up to ninety
(90) days before the date of any Shareholders' meeting, or the date for the
payment of any dividends or other distributions, or the date for the allotment
of any other rights, or the date when any change or conversion or exchange of
Shares shall go into effect as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of such dividend or other distribution, or to
receive any such allotment of rights, or to exercise such rights in respect of
any such change, conversion or exchange of Shares.
Section 4. Dissolution or Termination of a Class, Series or the Trust. (a) This
Trust shall have perpetual existence. Notwithstanding the foregoing, the
Trustees may, without Shareholder approval (unless the 1940 Act or other
applicable law expressly provides otherwise):
(i) sell and convey all or substantially all of the assets of the Trust or any
Series or Class of a Series to another Class or to another Series or to another
entity which is an open-end investment company as defined in the 1940 Act, or is
a class or a series thereof, for adequate consideration, which may include the
assumption of all outstanding obligations, taxes and other liabilities, accrued
or contingent, of the Trust or any affected Series, and which may include Shares
of or interests in such Series, entity, or series thereof; or
(ii) at any time sell and convey, or convert into money, all or substantially
all of the assets of the Trust or any affected Series or Class of a Series;
Upon payment or the making of reasonable provision for the payment of
all known liabilities of the Trust or any affected Class or Series in either (I)
or (ii), by assumption or otherwise, the Trustees may distribute the remaining
proceeds or assets (as the case may be) ratably among the Shareholders of the
Trust or any affected Class or Series; however, the payment to the Shareholders
of any particular Class or Series may be reduced by any fees, expenses or
charges allocated to that Series or Class; and may dissolve the Trust or any
affected Series or Class of a Series.
(b) In determining whether to dissolve the Trust, a Series or a Class
of a Series, the Trustees may take into account whether continuation of the
Trust, Series or Class is in the best interests of the Trust, Series or such
Class, or their respective Shareholders as a result of factors or events
adversely affecting the ability of the Trust or such Series or Class to conduct
its business and operations in an economically viable manner. Such factors and
events may include the inability of the Trust, Series or Class to maintain its
assets at an appropriate size, changes in laws or regulations governing the
Trust, Series or Class or affecting assets of the type in which the Trust or
Series invests, or economic developments or trends having a significant adverse
impact on the business or operations of the Trust, Series or Class. If a
majority of the Trustees determine that the continuation of the Trust, Series,
or Class is not in the best interests of the Trust, such Series or Shareholders,
such determination is conclusive and binding upon the Trust, Series, Class and
their respective Shareholders.
(c) Upon completion of the winding up of the affairs of the Trust and
the distribution of the remaining proceeds or assets pursuant to subsection (a),
the Trust shall terminate and the Trustees and the Trust shall be discharged of
any and all further liabilities and duties hereunder with respect thereto and
the right, title and interest of all parties therein shall be canceled and
discharged. Upon dissolution (as defined in the Delaware Act) of the Trust,
following completion of winding up of its business, the Trustees shall cause a
certificate of cancellation of the Trust's certificate of Trust, which may be
signed by any one Trustee, to be filed in accordance with the Delaware Act.
(d) The dissolution or termination of a Series or a Class shall not
affect the existence of the Trust or any other Series or Class. Upon completion
of the winding up of the affairs of a terminated Series and the distribution of
the assets pursuant to subparagraph (a), the Trustees shall, by Board resolution
or other written instrument, record in the Trust's books and records that the
Series or Class is terminated.
Section 5. Reorganization. Unless Shareholder approval is expressly required
under the 1940 Act, the Trustees may, without the need of any action or vote of
the Shareholders or any other person or entity, (a) cause the Trust to merge or
consolidate with or into one or more business trust or other business entities
(as defined under The Delaware Act), if the surviving or resulting entity is the
Trust or another open-end management investment company under the 1940 Act, or a
series thereof, that will succeed to or assume the Trust's registration under
the 1940 Act, or (b) cause the Trust to incorporate under the laws of Delaware.
Pursuant to and in accordance with the provisions of Section 3815(f) of
the Delaware Act, an agreement of merger or consolidation approved by the
Trustees in accordance with this Section 5 may effect any amendment to the
Declaration or effect the adoption of a new governing Declaration of the Trust
if it is the surviving or resulting trust in the merger or consolidation. Any
agreement of merger or consolidation or certificates of merger may be signed by
any Trustee authorized by resolution of a majority of the Trustees and facsimile
signatures conveyed by electronic or telecommunication means shall be valid.
Section 6. Declaration. The original or a copy of this Declaration and of each
amendment hereto or Declaration supplemental shall be kept at the office of the
Trust. Anyone dealing with the Trust may rely on a certificate by a Trustee or
an officer of the Trust as to the authenticity of the Declaration of Trust or
any such amendments or supplements and as to any matters in connection with the
Trust. This Declaration may be executed in any number of counterparts, each of
which shall be deemed an original.
Section 7. Derivative Actions. As expressly provided in the Delaware Act,
Shareholders have the right to bring a derivative action if they meet the
express requirements of Delaware law. However, no derivative action may be
brought by Shareholders unless, in addition to any requirements of Delaware law,
Shareholders owning not less than one-third of the Outstanding Shares of all
Series of the Trust, or of the affected Series or Classes of the Trust, as the
case may be, join in the bringing of the derivative action.
Section 8. Applicable Law. This Declaration and the Trust created hereunder are
governed by and construed and administered according to the Delaware Act and the
applicable laws of the State of Delaware; provided, however, that there shall
not be applicable to the Trust, the Trustees or this Declaration (a) the
provisions of Section 3540 of Title 12 of the Delaware Code, or (b) any
provisions of the laws (statutory or common) of the State of Delaware (other
than the Delaware Act) pertaining to trusts which relate to or regulate (I) the
filing with any court or governmental body or agency of trustee accounts or
schedules of trustee fees and charges, (ii) affirmative requirements to post
bonds for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a trust, (v)
the allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards of responsibilities or limitations on the acts or powers of
trustees, which are inconsistent with the limitations or liabilities or
authorities and powers of the Trustees set forth or referenced in this
Declaration. The Trust shall be of the type commonly called a Delaware business
trust, and, without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust under Delaware law. The
Trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts under
the Delaware Act, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.
Section 9. Amendments. Because this Declaration does not confer any independent
rights to Shareholders not expressly granted under Delaware law or the 1940 Act,
this Declaration may be amended without Shareholder approval, and all
Shareholders purchase Shares with notice that this Declaration may be so amended
unless expressly required under the 1940 Act. The Trustees may, without any
Shareholder vote, amend or otherwise supplement this Declaration by making an
amendment, a trust instrument supplemental hereto or an amended and restated
declaration of trust; provided, that Shareholders shall have the right to vote
on any amendment if expressly required under the 1940 Act or other applicable
law, or submitted to them by the Trustees in their discretion.
Section 10. Fiscal Year. The fiscal year of the Trust or specific Series within
the Trust shall end on a specific date as determined by the Trustees in this
Declaration or by resolution or other written instrument. The Trustees may
change the fiscal year of the Trust, or any Series of the Trust without
Shareholder approval.
Section 11. Severability. The provisions of this Declaration are severable. If
the Trustees determine, with the advice of counsel, that any provision hereof
conflicts with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination. If any provision hereof
shall be held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of this Declaration.
Section 12. Principal Office. The principal office of the Trust shall be located
in San Francisco, California, or in such other location as the Trustees may from
time to time determine.
Section 13. Inspection of the Books. Except as expressly required under the 1940
Act or conferred under other applicable law, Shareholders shall have no right to
inspect the books of the Trust except as the Trustees may expressly authorize.
The Trustees may authorize that the books of the Trust be open to inspection by
Shareholders under the conditions and regulations that they deem desirable.
IN WITNESS WHEREOF, the undersigned, being the Trustees, have executed
this Declaration as of the date first above written.
/s/Robert C. Brown
Robert C. Brown,
as Trustee and not individually
/s/Donald H. Burkhardt
Donald H. Burkhardt,
as Trustee and not individually
/s/Jack S. Euphrat
Jack S. Euphrat,
as Trustee and not individually
/s/Thomas S. Goho
Thomas S. Goho,
as Trustee and not individually
/s/Peter G. Gordon
Peter G. Gordon,
as Trustee and not individually
/s/W. Rodney Hughes
W. Rodney Hughes,
as Trustee and not individually
/s/Richard M. Leach
Richard M. Leach,
as Trustee and not individually
/s/J. Tucker Morse
J. Tucker Morse,
as Trustee and not individually
/s/Timothy J. Penny
Timothy J. Penny,
as Trustee and not individually
/s/Donald C. Willeke
Donald C. Willeke,
as Trustee and not individually
<PAGE>
DECLARATION OF TRUST
OF
WELLS FARGO FUNDS TRUST
TABLE OF CONTENTS
<TABLE>
Page
<S> <C>
ARTICLE I DEFINITIONS.............................................................................................1
ARTICLE II THE TRUSTEES...........................................................................................2
Section 1. Management of the Trust..........................................................................2
Section 2. Initial Trustees; Election and Number of Trustees................................................2
Section 3. Term of Office of Trustees.......................................................................3
Section 4. Qualification of Trustees........................................................................3
Section 5. Vacancies; Appointment of Trustees...............................................................3
Section 6. Temporary Vacancies or Absence...................................................................4
Section 7. Chairman.........................................................................................4
Section 8. Action by Trustees...............................................................................4
Section 9. Meetings of the Trustees; Required Notice........................................................4
Section 10. Committees......................................................................................5
Section 11. Audit Committee.................................................................................5
Section 12. Nominating Committee............................................................................5
Section 13. Ownership of Trust Property.....................................................................5
Section 14. Effect of Trustees Not Serving..................................................................6
Section 15. Trustees as Shareholders........................................................................6
Section 16. Compensation of Trustees........................................................................6
ARTICLE III POWERS OF THE TRUSTEES................................................................................6
Section 1. Powers...........................................................................................6
Section 2. Certain Transactions.............................................................................9
ARTICLE IV SERIES; CLASSES; SHARES................................................................................9
Section 1. Establishment of Series or Class................................................................10
Section 2. Shares..........................................................................................10
Section 3. Investment in the Trust.........................................................................10
Section 4. Assets and Liabilities of Series................................................................11
Section 5. Ownership and Transfer of Shares................................................................12
Section 6. Status of Shares; Limitation of Shareholder Liability...........................................12
ARTICLE V DISTRIBUTIONS AND REDEMPTION...........................................................................12
Section 1. Distributions...................................................................................12
Section 2. Redemptions.....................................................................................12
Section 3. Determination of Net Asset Value................................................................13
Section 4. Suspension of Right of Redemption...............................................................13
ARTICLE VI SHAREHOLDERS'VOTING POWERS AND MEETINGS...............................................................13
Section 1. Voting Powers...................................................................................13
Section 2. Meetings of Shareholders........................................................................14
Section 3. Quorum; Required Vote...........................................................................14
ARTICLE VII CONTRACTS WITH SERVICE PROVIDERS.....................................................................15
Section 1. Investment Adviser..............................................................................15
Section 2. Principal Underwriter...........................................................................15
Section 3. Transfer Agency, Accounting, and Other Services.................................................15
Section 4. Custodian.......................................................................................15
Section 5. Parties to Contracts with Service Providers.....................................................16
ARTICLE VIII EXPENSES OF THE TRUST AND SERIES....................................................................16
ARTICLE IX LIMITATION OF LIABILITY AND INDEMNIFICATION...........................................................17
Section 1. Limitation of Liability.........................................................................16
Section 2. Mandatory Indemnification.......................................................................17
Section 3. Indemnification of Shareholders.................................................................18
Section 4. Contractual Modification of Duties..............................................................18
ARTICLE X OFFICERS...............................................................................................18
Section 1. General.........................................................................................18
Section 2. Election, Tenure and Qualifications of Officers.................................................18
Section 3. Vacancies and Newly Created Offices.............................................................19
Section 4. Removal and Resignation.........................................................................19
Section 5. President.......................................................................................19
Section 6. Treasurer and Assistant Treasurer(s)............................................................19
Section 7. Secretary and Assistant Secretaries.............................................................19
Section 8. Authority to Execute and File Applications for Exemptive Relief.................................20
Section 9. Compensation of Officers........................................................................20
Section 10. Surety Bond....................................................................................20
ARTICLE XI MISCELLANEOUS.........................................................................................20
Section 1. Trust Not a Partnership.........................................................................20
Section 2. Trustee Action; Expert Advice; No Bond or Surety................................................20
Section 3. Record Dates....................................................................................20
Section 4. Dissolution or Termination of a Class, Series or the Trust......................................20
Section 5. Reorganization..................................................................................21
Section 6. Declaration.....................................................................................22
Section 7. Derivative Actions..............................................................................22
Section 8. Applicable Law..................................................................................22
Section 9. Amendments......................................................................................23
Section 10. Fiscal Year....................................................................................23
Section 11. Severability...................................................................................23
Section 12. Principal Office...............................................................................23
Section 13. Inspection of the Books........................................................................23
</TABLE>
<PAGE>
WELLS FARGO FUNDS TRUST
AMENDED AND RESTATED
DECLARATION OF TRUST
DATED
AUGUST 19, 1999
EX99.B(d)(1)(I)
WELLS FARGO FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
This AGREEMENT is made as of this 8th day of November 1999, between
Wells Fargo Funds Trust (the "Trust"), a business trust organized under the laws
of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201 and Wells Fargo Bank, N.A. (the "Adviser"),
a banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, 12th Floor, San
Francisco, California, 94104.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "1940 Act") as an 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;
WHEREAS, the Trust desires that the Adviser perform investment advisory
services for 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 Adviser is willing to
provide those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust and the Adviser agree as follows:
Section 1. The Trust; Delivery of Documents. 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 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 Trust has delivered copies of the documents listed in this Section
to the Adviser and will from time to time furnish the Adviser with any
amendments thereof.
Section 2. Investment Adviser; Appointment. The Trust hereby employs
Adviser, 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
3 hereof.
Section 3. Duties of the Adviser.
(a)......The Adviser shall make decisions with respect to all purchases
and sales of securities and other investment assets for the Funds. Among other
things, the Adviser 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 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 for the Funds, the Adviser 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.
(b)......The Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, each Fund
and the Adviser, and on its own initiative will furnish the Board from time to
time with such information as the 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 a Fund maintains investments. The Adviser
will also furnish the Board with such statistical and analytical information
with respect to securities in the Funds as the Adviser may believe appropriate
or as the Board reasonably may request. In making purchases and sales of
securities for the Funds, the Adviser will comply with the policies set from
time to time by the Board as well as the limitations imposed by the Trust's
Trust Instrument, By-Laws (if any) and Registration Statement under the 1940 Act
and the Securities Act, the limitations in the 1940 Act and in the Internal
Revenue Code of 1986, as amended, applicable to the Trust and the investment
objectives, policies and restrictions of each Fund.
(c)......The Adviser will from time to time employ or associate with
such persons as the Adviser believes to be appropriate or necessary to assist in
the execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be imposed on the
Trust in any such respect.
(d)......The 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 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 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 Adviser 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 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 Adviser to the Trust or the Trust's authorized representatives.
(e)......With respect to a Fund, the Adviser shall have no duties or
obligations pursuant to this Agreement, 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 1940 Act.
Section 4. Delegation of Responsibilities. The Adviser may carry out
any of its obligations under this Agreement by employing, subject to supervision
by the Adviser, one or more Sub-Adviser(s) who are registered as investment
advisers pursuant to the Investment Advisers Act of 1940 or who are exempt from
registration thereunder ("Sub-Advisers"). Each Sub-Adviser's employment will be
evidenced by a separate written agreement approved by the Board and, if required
under the 1940, Act by the shareholders of the Fund (unless the Commission or
its staff has given authorization or issued an interpretation dispensing with
the requirement of shareholder approval). The Adviser 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 Adviser shall be solely responsible for compensating any
Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Adviser
may, from time to time and at any time, terminate any Sub-Adviser and reassume
the responsibilities assigned to such Sub-Adviser with respect to any Fund
without obtaining the approval of the shareholders of the Fund.
Section 5. Control by Board. Any investment activities undertaken by
the Adviser pursuant to this Agreement, as well as any other activities
undertaken by the Adviser 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 Adviser shall at all times comply with:
(a) all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust, as it
may be amended from time to time, 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 any By-laws of the Trust, if adopted and as they
may be amended from time to time, or resolutions of the Board that may be
adopted from time to time;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds; and
(f) any other applicable provisions of state or federal law.
Section 7. Broker-Dealer Relationships. In connection with the purchase
and sale of securities for the Funds, the Adviser is responsible for
broker-dealer selection and negotiation of brokerage commission rates. The
Adviser'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 Adviser will take the following into
consideration: 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 Adviser 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 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 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 Adviser with
respect to the Fund and to other clients of the Adviser. The Adviser is further
authorized to allocate the orders placed by it on behalf of the Funds to brokers
and dealers who also provide research or statistical material, or other services
to the Funds or to the Adviser. Such allocation shall be in such amounts and
proportions as the Adviser shall determine and the Adviser will report on said
allocations regularly to the Board, indicating the brokers to whom such
allocations have been made and the basis therefor.
Section 8. Expenses of the Fund. 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.
These 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.
Section 9. Compensation.
(a) As compensation for the advisory services provided under this
Agreement, the Trust shall pay the Adviser fees, payable monthly, at the annual
rates indicated on Schedule A hereto, as such Schedule may be amended or
supplemented from time to time;
(b) Except as provided in the following paragraph, no fee 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 separate series thereof,
in accordance with Section 12(d)(1)(E) under the 1940 Act;
(c) The adviser shall receive a fee of 0.25% (0.35% in the case of the
Wealthbuilder funds) for asset allocation services if a Fund invests some of its
investment assets in one or more registered, open-end management investment
companies, or separate series thereof, in each case, in accordance with Section
12(d)(1)(h) 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").
(d) To the extent the Board determines that a Fund should invest a
portion of its assets directly in portfolio securities, rather than in a
portfolio of Wells Fargo Core Trust (Delaware) or other portfolio, with respect
to those assets the Fund will pay the Adviser the same fee that the portfolio
was paying its adviser (the fees of each portfolio will be disclosed in the
proxy statement and prospectus).
Section 10. Standard of Care. The Trust shall expect of the Adviser, and
the Adviser will give the Trust the benefit of, the Adviser's best judgment and
efforts in rendering its services to the Trust, and as an inducement to the
Adviser's undertaking these services at the compensation level specified, the
Adviser 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 Adviser or any of its
officers, directors, employees or agents, the Adviser shall not be subject to
liability to the Trust or to any shareholders of the Trust for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
Section 11. Non-Exclusivity. The services of the Adviser to the Funds are
not to be deemed to be exclusive, and the Adviser shall be free to render
investment advisory 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 Adviser 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 Adviser, to the extent that such services may be permitted by
law, and that the officers and directors of the 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.
Section 12. Records. The Adviser shall, with respect to orders the Adviser
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 Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds and will be available for inspection and use by the Funds.
The Adviser will promptly notify the Funds' Administrator if it experiences any
difficulty in maintaining the records in an accurate and complete manner.
Section 13. Term and Approval. This Agreement shall become effective with
respect to a Fund after approved in accordance with the requirements of the 1940
Act, and executed by the Adviser 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) (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
Directors who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of a party to this Agreement (other than as Directors
of the Trust), by votes cast in person at a meeting specifically called for such
purpose.
Section 14. 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 Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser, 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 applied by the Commission staff in no-action letters issued under the 1940
Act.
Section 15. Indemnification by the Adviser. The Trust shall not be
responsible for, and the Adviser shall indemnify and hold the Trust or any Fund
of the Trust 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 Adviser or any of its
officers, directors, employees or agents.
Section 16. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Adviser or any of its officers, directors, employees or agents,
the Trust hereby agrees to indemnify and hold harmless the Adviser 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. Federal and state securities laws
impose liabilities under certain circumstances on persons who act in good faith,
and nothing herein shall constitute a waiver or limitation of any rights which a
Fund may have and which may not be waived under any applicable federal and state
securities laws.
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 c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention R. Greg Feltus, and that of the Adviser shall be 525 Market
Street, 12th Floor, San Francisco, California 94163, Attention Michael J. Hogan.
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,
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.
Section 19. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. If shareholder approval of
an amendment is required under the 1940 Act, no such amendment shall become
effective until approved by a vote of the majority of the outstanding shares of
the affected Funds. Otherwise, a written amendment of this Agreement is
effective upon the approval of the Board of Trustees and the Adviser.
Section 20. Wells Fargo Name. The Adviser and the Trust each agree that
the name "Wells 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 "Wells 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 "Wells
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 "Wells 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 any Fund or class of a 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 "Wells
Fargo" and following such change, shall not use the words "Wells 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.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ David Messman
David Messman
Vice President
<PAGE>
WELLS FARGO FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
<TABLE>
<S> <C>
- --------------------------------------------------------- ------------------------
Fee as % of Avg. Daily
FUNDS Net Asset Value
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
1. Aggressive Balanced-Equity Fund 0.72
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
2. Arizona Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
3. Asset Allocation Fund 0.80
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
4. California Limited Term Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
5. California Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
6. California Tax-Free Money Market Fund 0.30
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
7. California Tax-Free Money Market Trust 0.0
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
8. Cash Investment Money Market Fund 0.10
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
9. Colorado Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
10. Corporate Bond Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
11. Disciplined Growth Fund 0.75
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
12. Diversified Bond Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
13. Diversified Equity Fund 0.72
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
14. Diversified Small Cap Fund 0.87
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
15. Equity Income Fund 0.75
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
16. Equity Index Fund 0.25
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
17. Equity Value Fund 0.75
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
18. Government Money Market Fund 0.35
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
19. Growth Balanced Fund 0.65
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
20. Growth Equity Fund 0.97
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
21. Growth Fund 0.75
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
22. Income Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
23. Income Plus Fund 0.60
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
24. Index Allocation Fund 0.80
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
25. Index Fund 0.15
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
26. Intermediate Government Income Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
27. International Equity Fund 1.00
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
28. International Fund 1.00
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
29. Large Company Growth Fund 0.75
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
30. Limited Term Government Income Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
31. Minnesota Intermediate Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
32. Minnesota Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
33. Minnesota Money Market Fund 0.30
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
34. Moderate Balanced Fund 0.60
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
35. Money Market Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
36. Money Market Trust 0.0
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
37. National Limited Term Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
38. National Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
39. National Tax-Free Institutional Money Market Fund 0.10
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
40. National Tax-Free Money Market Fund 0.25
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
41. National Tax-Free Money Market Trust 0.0
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
42. Oregon Tax-Free Fund 0.40
- --------------------------------------------------------- ------------------------
43. Overland Express Sweep Fund 0.45
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
44. Prime Investment Money Market Fund 0.10
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
45. Small Cap Growth Fund 0.90
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
46. Small Cap Opportunities Fund 0.90
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
47. Small Cap Value Fund 0.90
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
48. Small Company Growth Fund 0.90
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
49. Stable Income Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
50. Strategic Income Fund 0.52
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
51. Treasury Plus Institutional Money Market Fund 0.10
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
52. Treasury Plus Money Market Fund 0.35
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
53. 100% Treasury Money Market Fund 0.35
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
54. Variable Rate Government Fund 0.50
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
55. Wealthbuilder Growth Balanced Portfolio 0.35
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
56. Wealthbuilder Growth & Income Portfolio 0.35
- --------------------------------------------------------- ------------------------
- --------------------------------------------------------- ------------------------
57. Wealthbuilder Growth Portfolio 0.35
- --------------------------------------------------------- ------------------------
</TABLE>
Approved by Board of Trustees: March 26, 1999, as amended October 28, 1999.
EX99.B(d)(1)(ii)
FEE AND EXPENSE AGREEMENT BETWEEN
WELLS FARGO FUNDS TRUST AND
WELLS FARGO BANK, N.A.
THIS AGREEMENT is made as of this 8th day of November, 1999 by and
among Wells Fargo Funds Trust ("Funds Trust") and Wells Fargo Core Trust
(collectively as the "Trusts"), Delaware business trusts, for itself and on
behalf of their series listed on Schedule A and Schedule B respectively,
attached hereto (individually referred to as the "Fund" or collectively referred
to as the "Funds", ), and Wells Fargo Bank, N.A., a banking association
organized under the laws of the United States.
WHEREAS, each Trust is an open-end investment company registered
under the Investment Company Act of 1940;
WHEREAS, Wells Fargo Bank, N.A. (the Advisor") serves as
investment adviser and/or administrator to each of the series of the Trusts
pursuant to an investment advisory agreement (the "Investment Advisory
Agreement") and an Administration Agreement ("Administration Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Limitation of Total Operating Expense Ratios--Investment
Advisory, Administration Fee Ratios and Other Expenses. The parties hereby agree
that the Advisor shall waive any advisory fees payable to it under the
Investment Advisory Agreements, waive any administration fees payable to it
under the Administration Agreements, or reimburse other expenses of the funds to
the extent necessary to not exceed the total operating expense ratios ("Capped
Operating Expense Ratios") for each fund of Funds Trust, as set forth in
Schedule A attached hereto.
2. Duration of the Agreement. The parties agree that Wells Fargo
will maintain the Capped Operating Expense Rations for each Funds Trust Fund
listed in Schedule A, except for the Asset Allocation and Equity Income Funds,
for a period of one year from the closing of the reorganization of the Wells
Fargo and Norwest Advantage Fund families ("Absolute Waiver Period"). For the
Asset Allocation and Equity Income Funds, that the Absolute Waiver Period will
be two years from the closing of the Reorganization. After the Absolute Waiver
Period has ended for each Fund, the parties agree that the Capped Operating
Expense Ratios for each listed Funds Trust Fund may be increased only with the
approval of the Board of Trustees of the Funds Trust.
4. Entire Agreement; Modification; Amendment. This Agreement
constitutes the entire agreement of the parties with respect to its subject
matter. Each provision herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the enforceability of any such other provision or agreement. In addition, each
provision herein shall be treated as separate and independent with respect to
each fund of the Trust. No modification or amendment of this Agreement shall be
binding unless in writing and executed by the Adviser and the appropriate
Trust(s).
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date above first written.
WELLS FARGO FUNDS TRUST, for itself and on behalf of its WELLS FARGO BANK, N.A.
series listed on Schedule A attached hereto
By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr. By /s/ Michael J. Hogan
Assistant Secretary Michael J. Hogan
Executive Vice President
WELLS FARGO CORE TRUST, for itself and on behalf of the
its series listed on Schedule B attached hereto
By /s/ Elizabeth A. Gottfried
--------------------------
Elizabeth A. Gottfried
By /s/ Richard H. Blank, Jr. Vice President
Richard H. Blank, Jr.
Assistant Secretary
<PAGE>
A-6
SCHEDULE A
WELLS FARGO FUNDS TRUST
CAPPED OPERATING EXPENSE RATIOS FOR
AN ABSOLUTE WAIVER PERIOD OF ONE YEAR
FROM CLOSING OF THE REORGANIZATION
<TABLE>
<S> <C>
- --------------------------------------------------------------------- ----------------------------------
NAME OF FUND CAPPED OPERATING
EXPENSE RATIO
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Aggressive Balanced-Equity
Class I 1.00%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Arizona Tax-Free
Class A 0.77%
Class B 1.52%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Asset Allocation
Class A 0.99%
Class B 1.74%
Class C 1.74%
Class I 1.00%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
California Tax-Free
Class A 0.77%
Class B 1.52%
Class C 1.52%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
California Tax-Free Income
Class A 0.75%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
California Tax-Free Money Market
Class A 0.65%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
California Tax-Free Money Market Trust 0.20%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Cash Investment Money Market Fund
Class Service/Admin. 0.48%
Class I 0.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Colorado Tax-Free
Class A 0.60%
Class B 1.35%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Corporate Bond Fund
Class A 1.00%
Class B 1.75%
Class C 1.75%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Disciplined Growth 1.00%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Diversified Bond
Class I 0.70%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Diversified Equity Fund
Class A 1.00%
Class B 1.75%
Class C 1.75%
Class I 1.00%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Diversified Small Cap
Class A 1.40%
Class B 2.15%
Class I 1.20%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Equity Income
Class A 1.10%
Class B 1.85%
Class C 1.85%
Class I 0.85%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Equity Index
Class A 0.71%
Class B 1.46%
Class O 0.50%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Equity Value
Class A 1.18%
Class B 1.93%
Class C 1.93%
Class I 1.00%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Government Money Market
Class A 0.75%
Class Service 0.50%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Growth
Class A 1.12%
Class B 1.87%
Class I 0.75%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Growth Balanced
Class A 1.15%
Class B 1.90%
Class C 1.90%
Class I 0.93%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Growth Equity
Class A 1.50%
Class B 2.25%
Class C 2.25%
Class I 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Income
Class A 1.00%
Class B 1.75%
Class I 0.75%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Income Plus
Class A 1.10%
Class B 1.85%
Class C 1.85%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Index
Class I 0.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Index Allocation
Class A 1.30%
Class B 2.05%
Class C 2.05%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Intermediate Government Income
Class A 0.96%
Class B 1.71%
Class C 1.71%
Class I 0.68%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
International
Class A 1.75%
Class B 2.50%
Class I 1.50%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
International Equity
Class A 1.75%
Class B 2.50%
Class C 2.50%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Large Company Growth
Class A 1.20%
Class B 1.75%
Class I 1.00%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Lifepath Opportunity
Class A 1.30%
Class B 1.80%
Class C 1.80%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Lifepath 2010
Class A 1.30%
Class B 1.80%
Class C 1.80%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Lifepath 2020
Class A 1.30%
Class B 1.80%
Class C 1.80%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Lifepath 2030
Class A 1.30%
Class B 1.80%
Class C 1.80%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Lifepath 2040
Class A 1.30%
Class B 1.80%
Class C 1.80%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Limited Term Government Income
Class A 0.96%
Class B 1.71%
Class I 0.68%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Minnesota Intermediate Tax-Free
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Minnesota Tax-Free
Class A 0.60%
Class B 1.35%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Moderate Balanced
Class I 0.88%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Money Market Fund
Class A 0.76%
Class S/B 1.51%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Money Market Trust 0.20%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
National Tax-Free
Class A 0.80%
Class B 1.55%
Class C 1.55%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
National Limited Term Tax-Free
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
National Tax-Free Money Market
Class A 0.65%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
National Tax-Free Institutional Money Market
Class Service 0.45%
Class I 0.30%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
National Tax-Free Money Market Trust 0.20%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Oregon Tax-Free
Class A 0.77%
Class B 1.52%
Class I 0.60%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Overland Express Sweep Fund 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Prime Investment Money Market
Class Service 0.55%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Small Cap Opportunities
Class A 1.40%
Class B 2.15%
Class I 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Small Cap Growth
Class A 1.29%
Class B 2.04%
Class C 2.04%
Class I 1.20%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Small Cap Value
Class I 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Small Company Growth
Class I 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Stable Income
Class A 0.90%
Class B 1.65%
Class I 0.65%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Strategic Income
Class I 0.80%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Treasury Plus Money Market
Class A 0.65%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Treasury Plus Institutional Money Market
Class Service 0.46%
Class I 0.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Variable Rate Government
Class A 0.78%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Wealthbuilder Growth 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Wealthbuilder Growth & Income 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
Wealthbuilder Growth Balanced 1.25%
- --------------------------------------------------------------------- ----------------------------------
- --------------------------------------------------------------------- ----------------------------------
100% Treasury Money Market
Service Class 0.46%
- --------------------------------------------------------------------- ----------------------------------
</TABLE>
EX99.B(d)(2)(I)
Form of
SUB-ADVISORY CONTRACT
WELLS FARGO BANK, N.A.
525 Market Street
San Francisco, CA 94163
November 8, 1999
Barclays Global Fund Advisors
45 Fremont, 17th Floor
San Francisco, California 94105
Dear Sirs:
This will confirm the agreement by and among Wells Fargo Bank, N.A.
(the "Adviser"), Wells Fargo Funds Trust (the "Trust"), on behalf of each Fund
listed on attached Appendix I as it may be amended from time to time (each, a
"Fund" and collectively, the "Funds"), and Barclays Global Fund Advisors (the
"Sub-Adviser") as follows:
1. The Trust is a registered open-end management investment company currently
consisting of a number of investment portfolios, but which may from time to time
consist of a greater or lesser number of investment portfolios. The Trust
proposes to engage in the business of investing and reinvesting the assets of
the Funds in the manner 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") and the Securities Act of 1933.
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 has engaged the Adviser to manage the investing and reinvesting of
the Funds' assets and to provide the advisory services specified elsewhere in
the Investment Advisory Agreement between the Trust and the Adviser, dated as of
the date hereof, subject to the overall supervision of the Board of Trustees of
the Trust. Pursuant to Administration between the Trust, on behalf of the Funds,
and the Administrator (the "Administrator"), the Trust has engaged the
Administrator to provide the administration services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform for the Funds
certain sub-advisory services and the Sub-Adviser hereby accepts such
employment. The Adviser shall retain the authority to establish and modify, from
time to time, the investment strategies and approaches to be followed by the
Sub-Adviser, subject, in all respects, to the supervision and direction of the
Trust's Board of Trustees and subject to compliance with the investment
objective, policies and restrictions set forth in the Registration Statement.
(b) Subject to the overall supervision and control of the Adviser
and the Trust, the Sub-Adviser shall be responsible for investing and
reinvesting the Funds' assets in a manner consistent with the investment
strategies and approaches referenced in subparagraph (a), above. In this regard,
the Sub-Adviser shall be responsible for implementing and monitoring the
performance of the investment model employed with respect to a Fund, in
accordance with the investment objective, policies and restrictions set forth in
the Registration Statement, the Act, and the provisions of the Internal Revenue
Code of 1986 relating to investment companies, and shall furnish to the Adviser
periodic reports on the investment activity and performance of the Funds. The
Sub-Adviser shall also furnish such additional reports and information as the
Adviser and the Trust's Board of Trustees and officers shall reasonably request.
(c) The Sub-Adviser shall, at its expense, employ or associate
with itself such persons as the Sub-Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Adviser shall be responsible for fees paid to the Sub-Adviser for its
services thereunder. The Sub-Adviser agrees that it shall have no claim against
the Trust or the Funds respecting compensation under this contract. In
consideration of the services to be rendered by the Sub-Adviser under this
contract, the Adviser shall pay the Sub-Adviser monthly fees at the rates
specified on Appendix I hereto. If the fee payable to the Sub-Adviser pursuant
to this Paragraph 4 begins to accrue on a day after the first day 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 the month, or from the beginning of
that month to the termination date, shall be prorated according to the
proportion that such period bears to the full month in which the effectiveness
or termination occurs. For purposes of calculating the monthly fee, the value of
a Fund's net assets shall be computed in the manner specified in the
Registration Statement and the Trust's Declaration of Trust, as amended or
supplemented from time to time, for the computation of the value of such Fund's
net assets in connection with the determination of the net asset value of Fund
shares.
5. The Sub-Adviser shall give the Trust the benefit of the Sub-Adviser's best
judgment and efforts in rendering services under this contract. As consideration
and as an inducement to the Sub-Adviser's undertaking to render these services,
the Trust and the Adviser agree that the Sub-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 Sub-Adviser against any liability to
the Adviser, the Trust or its shareholders to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Sub-Adviser's duties under this contract or
by reason of reckless disregard of its obligations and duties thereunder.
6. This contract shall become effective as of its execution date and shall
thereafter continue in effect, provided that this contract shall 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 of a
majority of a 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 specifically for the purpose of continuing this Sub-Advisory Contract, 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, upon 60 days' written notice to the Sub-Adviser, by the
Company, without the payment of any penalty, by a vote of a majority of such
Fund's outstanding voting securities (as defined in the Act) or by a vote of a
majority of the Trust's entire Board of Trustees. The Sub-Adviser may terminate
this contract on 60 days' written notice to the Trust. This contract shall
terminate automatically in the event of its assignment (as defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's obligations under
this contract, nothing herein shall be deemed to limit or restrict the right of
the Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the
Sub-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.
8. The Trust shall own and control all records generated on behalf of the Trust
as a result of services provided under this contract. In addition, the Trust
shall have the right to inspect, audit, and/or copy all records pertaining to
the performance of services under this contract.
9. The Sub-Adviser and the Trust each agree that the name "Wells 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 name "Wells
Fargo" as a component of its corporate name, the name of any fund or class or
both, and for no other purpose; (ii) it will not grant to any third party the
right to use the name "Wells 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 name "Wells 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 any fund or
class, 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 name
"Wells Fargo," and following such change, shall not use the name "Wells 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 directors,
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 word.
10. This contract shall be governed by and construed in accordance with the laws
of the State of California.
<PAGE>
If the foregoing correctly sets forth the agreement by and among the
Trust, the Adviser and the Sub-Adviser, please so indicate by signing and
returning to the Trust the enclosed copy hereof.
Very truly yours,
WELLS FARGO BANK, N.A.
By: /s/
Name:
Title:
By: /s/
Name:
Title:
AGREED to as of the date set forth above.
BARCLAYS GLOBAL FUND ADVISORS
By:
Name:
Title:
By:
Name:
Title:
ACCEPTED as of the date set forth above.
WELLS FARGO FUNDS TRUST,
on behalf of each Fund listed on
attached Appendix I
By: /s/ _________________________________________
<PAGE>
APPENDIX I
Sub-advisory fees shall be paid monthly on the first business day of each
month, at the annual rates specified below of each Fund's average daily value
(as determined on each day that such value is determined for the Fund at the
time set forth in the Prospectus for determining net asset value per share)
during the preceding month.
<TABLE>
<CAPTION>
Fund Investment Advisory Fee
<S> <C>
Asset Allocation Fund 0.15% of first $900 million
0.10% over $900 million
Index Allocation Fund 0.15% of first $900 million
0.10% over $900 million
</TABLE>
Approved by Board of Trustees: March 26, 1999.
EX99.B(d)(2)(ii)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO BANK, N.A.
AND GALLIARD CAPITAL MANAGEMENT, INC.
This AGREEMENT is made as of this 8th day of November, 1999, between
Wells Fargo Funds Trust (the "Trust"), a business trust organized under the laws
of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, Wells Fargo Bank, N.A. (the "Adviser"), a
banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, San Francisco,
California 94104, and Galliard Capital Management, Inc., a corporation organized
under the laws of the State of Minnesota, with its principal place of business
at 800 La Salle Avenue, Minneapolis, Minnesota, 55479 (the "Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "1940 Act") as an open-end, series management investment
company; and
WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the 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 perform those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agrees as
follows:
Section 1. The Trust; Delivery of Documents. 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 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 Trust has delivered copies of the documents listed in this Section
to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any
amendments thereof.
Section 2. Appointment of Sub-Adviser. 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 services as
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board, the Sub-Adviser
shall manage the investment and reinvestment of the assets of the Funds, 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.
Section 3. 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 for the Funds, the Sub-Adviser 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.
(b) The Sub-Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Funds
and the Sub-Adviser, and on its own initiative will furnish the Board 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 with such statistical and analytical
information with respect to securities in the Funds as the Sub-Adviser may
believe appropriate or as the Board reasonably may request. In making purchases
and sales of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust, as amended or supplemented from time to
time, By-Laws (if any), Registration Statement under the Act and the Securities
Act, the limitations in the Act and in the Internal Revenue Code of 1986, as
amended applicable to the Trust and the investment objectives, policies and
restrictions of the Funds.
(c) The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
(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 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 Securities and Exchange 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 4. Control by Board. As is the case with respect to the Adviser
under the Investment 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 Funds, shall at all times be
subject to the direction and control the Trust's Board.
Section 5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:
(a) all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust, as it
may be amended from time to time, under the Securities Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as it may
be amended or supplemented from time to time;
(d) the provisions of any By-laws of the Trust, if adopted and as it
may be amended from time to time, or resolutions of the Board as may be adopted
from time to time;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;
(f) any other applicable provisions of state or federal law; and
In addition, any code of ethics adopted by the Sub-Adviser must comply
with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and
any broadly accepted industry practices, if requested by the Trust or the
Adviser.
Section 6. Broker-Dealer Relationships. The Sub-Adviser is responsible
for the purchase and sale of securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates. The Sub-Adviser'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 Sub-Adviser will take the following into
consideration: 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 Trust's
Board of Trustees may from time to time determine, the Sub-Adviser 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 Sub-Adviser with respect to the Fund and to other clients of the
Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed
by it on behalf of the Funds to brokers and dealers who also provide research or
statistical material, or other services to the Funds or to the Sub-Adviser. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine and the Sub-Adviser will report on said allocations regularly to the
Board of Trustees of the Trust indicating the brokers to whom such allocations
have been made and the basis therefor.
Section 7. Expenses of the Fund. 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.
These 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.
Section 8. Compensation. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented 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 Funds with respect to compensation under this Agreement.
Section 9. Standard of Care. The Trust and Adviser shall 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 as an inducement to the Sub-Adviser's undertaking these services at
the compensation level specified, the Sub-Adviser 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 Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability 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 10. 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.
Section 11. Records. The Sub-Adviser shall, with respect to orders the
Sub-Adviser 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 trade tickets and
confirmations of portfolio trades and such other records as the Adviser or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use by the Funds
and their authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Funds those records
which are the property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.
Section 12. 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
1940 Act) 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 13. 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 Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, 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 applied by the Commission staff in no-action letters,
issued under the 1940 Act.
Section 14. Indemnification by the Sub-Adviser. The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust 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 of the Sub-Adviser or any of its officers,
directors, employees or agents.
Section 15. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
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. Federal and state securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and nothing herein shall constitute a waiver or limitation of any rights
which a Fund may have and which may not be waived under any applicable federal
and state securities laws.
Section 16. 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 c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention R. Greg Feltus, and that of the Adviser shall be 420 Market
Street, San Francisco, California 94104, Attention: Michael J. Hogan, and that
of the Sub-Adviser shall be 800 La Salle Avenue, Suite 2060, Minneapolis,
Minnesota 55479, Attention: John R. Caswell.
Section 17. 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.
Section 18. 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 affected Funds. Otherwise,
a written amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.
Section 19. Wells Fargo Name. The Sub-Adviser and the Trust each agree
that the name "Wells 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 "Wells 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
"Wells 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 "Wells 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 any Fund or class of a 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 "Wells
Fargo" and following such change, shall not use the words "Wells 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.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By: /s/ Richard H. Blank, Jr
Richard H. Blank, Jr
Assistant Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ C. David Messman
C. David Messman
Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
on behalf of the Sub-Adviser
By: /s/ John R. Caswell
John R. Caswell
Managing Partner
<PAGE>
Appendix A
Aggressive Balanced-Equity Fund
Diversified Bond Fund
Diversified Equity Fund
Diversified Small Cap Fund
Growth Balanced Fund
Growth Equity Fund
Moderate Balanced Fund
Stable Income Fund
Strategic Income Fund
Approved by Board of Trustees: March 26, 1999
<PAGE>
SCHEDULE A
WELLS FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 8th day of November, 1999, as amended,
by and between Wells Fargo Bank, N.A. (the "Adviser") and Galliard Capital
Management, Inc. (the "Sub-Adviser"); and
WHEREAS, the parties and Wells Fargo Funds Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Schedule A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual rates per Fund:
for assets formerly invested in Managed Fixed Income Portfolio:
a. 0.10% on the first $100 million;
b. 0.08% on the next $100 million;
c. 0.06% on all sums in excess of $200 million.
for assets formerly invested in Stable Income Portfolio:
a. 0.04% on the first $1,500 million;
b. 0.05% on the next $500 million;
c. 0.045% on the next $500 million;
d. 0.04% on the next $500 million; and
e. 0.03% on all sums in excess of $3,000 million.
for assets formerly invested in Strategic Value Bond Portfolio:
a. 0.13% on the first $100 million;
b. 0.10% on the next $100 million;
c. 0.08% on all sums in excess of $200 million.
provided, that no fee 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 registered, open-end, management investment company, or
separate series thereof, in accordance with and reliance upon Section
12(d)(1)(E) under the Act.
The net assets under management against which the foregoing fees are to
be applied are the net assets as of the last day of the month. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of the month.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
WELLS FARGO BANK, N.A.
/s/ Michael J. Hogan
By: Michael J. Hogan
Executive Vice President
/s/ C. David Messman
By: C. David Messman
Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
/s/ John R. Caswell
By: John R. Caswell
Managing Partner
EX99B(d)(2)(iii)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO BANK, N.A.
AND PEREGRINE CAPITAL MANAGEMENT, INC.
This AGREEMENT is made as of this 8th day of November, 1999 between
Wells Fargo Funds Trust (the "Trust"), a business trust organized under the laws
of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, Wells Fargo Bank, N.A. (the "Adviser"), a
banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, San Francisco,
California 94104, and Peregrine Capital Management, Inc., a corporation
organized under the laws of the State of Minnesota with its principal place of
business at 800 LaSalle Avenue, Minneapolis, Minnesota 55402 (the
"Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "1940 Act") as an open-end, series management investment
company; and
WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the 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 perform those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agrees as
follows:
Section 1. The Trust; Delivery of Documents. 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 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 Trust has delivered copies of the documents listed in this Section
to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any
amendments thereof.
Section 2. Appointment of Sub-Adviser. 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 services as
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board, the Sub-Adviser
shall manage the investment and reinvestment of the assets of the Funds, 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.
Section 3. 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 for the Funds, the Sub-Adviser 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.
(b) The Sub-Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Funds
and the Sub-Adviser, and on its own initiative will furnish the Board 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 with such statistical and analytical
information with respect to securities in the Funds as the Sub-Adviser may
believe appropriate or as the Board reasonably may request. In making purchases
and sales of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust, as amended or supplemented from time to
time, By-Laws (if any), Registration Statement under the Act and the Securities
Act, the limitations in the Act and in the Internal Revenue Code of 1986, as
amended applicable to the Trust and the investment objectives, policies and
restrictions of the Funds.
(c) The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
(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 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 Securities and Exchange 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 4. Control by Board. As is the case with respect to the Adviser
under the Investment 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 Funds, shall at all times be
subject to the direction and control the Trust's Board.
Section 5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:
(a) all applicable provisions of the 1940 Act, and any rules
and regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust, as it
may be amended from time to time, under the Securities Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as it may
be amended or supplemented from time to time;
(d) the provisions of any By-laws of the Trust, if adopted and as it
may be amended from time to time, or resolutions of the Board as may be adopted
from time to time;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;
(f) any other applicable provisions of state or federal law; and
In addition, any code of ethics adopted by the Sub-Adviser must comply
with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and
any broadly accepted industry practices, if requested by the Trust or the
Adviser.
Section 6. Broker-Dealer Relationships. The Sub-Adviser is responsible
for the purchase and sale of securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates. The Sub-Adviser'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 Sub-Adviser will take the following into
consideration: 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 Trust's
Board of Trustees may from time to time determine, the Sub-Adviser 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 Sub-Adviser with respect to the Fund and to other clients of the
Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed
by it on behalf of the Funds to brokers and dealers who also provide research or
statistical material, or other services to the Funds or to the Sub-Adviser. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine and the Sub-Adviser will report on said allocations regularly to the
Board of Trustees of the Trust indicating the brokers to whom such allocations
have been made and the basis therefor.
Section 7. Expenses of the Fund. 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.
These 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.
Section 8. Compensation. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented 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 Funds with respect to compensation under this Agreement.
Section 9. Standard of Care. The Trust and Adviser shall 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 as an inducement to the Sub-Adviser's undertaking these services at
the compensation level specified, the Sub-Adviser 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 Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability 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 10. 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.
Section 11. Records. The Sub-Adviser shall, with respect to orders the
Sub-Adviser 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 trade tickets and
confirmations of portfolio trades and such other records as the Adviser or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use by the Funds
and their authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Funds those records
which are the property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.
Section 12. 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
1940 Act) 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 13. 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 Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, 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 applied by the Commission staff in no-action letters,
issued under the 1940 Act.
Section 14. Indemnification by the Sub-Adviser. The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust 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 of the Sub-Adviser or any of its officers,
directors, employees or agents.
Section 15. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
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. Federal and state securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and nothing herein shall constitute a waiver or limitation of any rights
which a Fund may have and which may not be waived under any applicable federal
and state securities laws.
Section 16. 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 c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention R. Greg Feltus, and that of the Adviser shall be 420 Market
Street, San Francisco, California 94104, Attention: Michael J. Hogan, and that
of the Sub-Adviser shall be 800 LaSalle Avenue, Minneapolis, Minnesota 55402,
Attention Robert B. Mersky.
Section 17. 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.
Section 18. 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 affected Funds. Otherwise,
a written amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.
Section 19. Wells Fargo Name. The Sub-Adviser and the Trust each agree
that the name "Wells 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 "Wells 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
"Wells 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 "Wells 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 any Fund or class of a 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 "Wells
Fargo" and following such change, shall not use the words "Wells 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.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
WELLS FARGO CORE TRUST
on behalf of the Funds
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ C. David Messman
C. David Messman
Vice President
PEREGRINE CAPITAL MANAGEMENT,INC.
on behalf of the Sub-Adviser
By: /s/ Robert B. Mersky
Robert B. Mersky
President
<PAGE>
Appendix A
Aggressive Balanced-Equity Fund
Diversified Bond Fund
Diversified Equity Fund
Diversified Small Cap Fund
Growth Balanced Fund
Growth Equity Fund
Large Company Growth Fund
Moderate Balanced Fund
Small Company Growth Fund
Strategic Income Fund
Approved by Board of Trustees: March 26, 1999.
<PAGE>
SCHEDULE A
WELLS FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 8th day of November, 1999, as amended,
by and between Wells Fargo Bank, N.A. (the "Adviser") and Peregrine Capital
Management, Inc. (the "Sub-Adviser") and
WHEREAS, the parties and Wells Fargo Funds Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual rates per Fund:
for assets formerly invested in Large Company Growth Portfolio:
a. 0.75% on the first $25 million;
b. 0.60% on the next $25 million;
c. 0.50% on the next $225 million;
d. 0.30% on all sums in excess of $275 million.
for assets formerly invested in Positive Return Bond Portfolio:
a. 0.40% on the first $10 million;
b. 0.30% on the next $15 million;
c. 0.20% on the next $275 million
d. 0.10% on all sums in excess of $300 million.
for assets formerly invested in Small Company Growth Portfolio:
a. 0.90% on the first $50 million;
b. 0.75% on the next $130 million;
c. 0.65% on the next $160 million;
d. 0.50% on the next $345 million;
e. 0.52% on the next $50 million;
f. 0.55% on all sums in excess of $735 million.
for assets formerly invested in the Small Company Value Portfolio:
a. 0.50% on the first $200 million;
b. 0.75% on all sums in excess of $200 million.
provided, that no fee 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 registered, open-end, management investment company, or
separate series thereof, in accordance with and reliance upon Section
12(d)(1)(E) under the Act.
The net assets under management against which the foregoing fees are to
be applied are the net assets as of the last day of the month. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of the month.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
WELLS FARGO BANK, N.A.
/s/ Michael J. Hogan
By: Michael J. Hogan
Executive Vice President
/s/ C. David Messman
By: C. David Messman
Vice President
PEREGRINE CAPITAL MANAGEMENT, INC.
/s/ C. Robert B. Mersky
By: Robert B. Mersky
President
EX99.B(d)(2)(iv)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO BANK, N.A.
AND SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.
This AGREEMENT is made as of this 8th day of November, 1999, between
Wells Fargo Funds Trust (the "Trust"), a business trust organized under the laws
of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, Wells Fargo Bank, N.A. (the "Adviser"), a
banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, San Francisco,
California 94104, and Schroder Investment Management North America Inc., a
corporation organized under the laws of the State of Delaware with its principal
place of business at 787 Seventh Avenue, New York, New York 10019 (the
"Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "1940 Act") as an open-end, series management investment
company; and
WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the 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 perform those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agrees as
follows:
Section 1. The Trust; Delivery of Documents. 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 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 Trust has delivered copies of the documents listed in this Section
to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any
amendments thereof.
Section 2. Appointment of Sub-Adviser. 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 services as
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board, the Sub-Adviser
shall manage the investment and reinvestment of the assets of the Funds, 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.
Section 3. 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 for the Funds, the Sub-Adviser 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.
(b) The Sub-Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Funds
and the Sub-Adviser, and on its own initiative will furnish the Board 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 with such statistical and analytical
information with respect to securities in the Funds as the Sub-Adviser may
believe appropriate or as the Board reasonably may request. In making purchases
and sales of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust, as amended or supplemented from time to
time, By-Laws (if any), Registration Statement under the Act and the Securities
Act, the limitations in the 1940 Act and in the Internal Revenue Code of 1986,
as amended applicable to the Trust and the investment objectives, policies and
restrictions of the Funds.
(c) The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
(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 Securities and
Exchange 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 4. Control by Board. As is the case with respect to the Adviser
under the Investment 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 Funds, shall at all times be
subject to the direction and control the Trust's Board.
Section 5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:
(a) all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust, as it
may be amended from time to time, under the Securities Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as it may
be amended or supplemented from time to time;
(d) the provisions of any By-laws of the Trust, if adopted and as it
may be amended from time to time, or resolutions of the Board as may be adopted
from time to time;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;
(f) any other applicable provisions of state or federal law; and
In addition, any code of ethics adopted by the Sub-Adviser must comply
with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and
any broadly accepted industry practices, if requested by the Trust or the
Adviser.
Section 6. Broker-Dealer Relationships. The Sub-Adviser is responsible
for the purchase and sale of securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates. The Sub-Adviser'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 Sub-Adviser will take the following into
consideration: 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 Trust's
Board of Trustees may from time to time determine, the Sub-Adviser 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 Sub-Adviser with respect to the Fund and to other clients of the
Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed
by it on behalf of the Funds to brokers and dealers who also provide research or
statistical material, or other services to the Funds or to the Sub-Adviser. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine and the Sub-Adviser will report on said allocations regularly to the
Board of Trustees of the Trust indicating the brokers to whom such allocations
have been made and the basis therefor.
Section 7. Expenses of the Fund. 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.
These 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.
Section 8. Compensation. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented 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 Funds with respect to compensation under this Agreement.
Section 9. Standard of Care. The Trust and Adviser shall 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 as an inducement to the Sub-Adviser's undertaking these services at
the compensation level specified, the Sub-Adviser 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 Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability 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 10. 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.
Section 11. Records. The Sub-Adviser shall, with respect to orders the
Sub-Adviser 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 trade tickets and
confirmations of portfolio trades and such other records as the Adviser or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use by the Funds
and their authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Funds those records
which are the property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.
Section 12. 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
1940 Act) 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 13. 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 Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, 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 applied by the Commission staff in no-action letters,
issued under the 1940 Act.
Section 14. Indemnification by the Sub-Adviser. The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust 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 of the Sub-Adviser or any of its officers,
directors, employees or agents.
Section 15. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
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. Federal and state securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and nothing herein shall constitute a waiver or limitation of any rights
which a Fund may have and which may not be waived under any applicable federal
and state securities laws.
Section 16. 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 c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention R. Greg Feltus, and that of the Adviser shall be 420 Market
Street, San Francisco, California 94104, Attention: Michael J. Hogan, and that
of the Sub-Adviser shall be 787 Seventh Avenue, New York, New York 10019,
Attention: Cathie Mazza.
Section 17. 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.
Section 18. 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 affected Funds. Otherwise,
a written amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.
Section 19. Wells Fargo Name. The Sub-Adviser and the Trust each agree
that the name "Wells 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 "Wells 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
"Wells 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 "Wells 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 any Fund or class of a 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 "Wells
Fargo" and following such change, shall not use the words "Wells 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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ C. David Messman
C. David Messman
Vice President
SCHRODER INVESTMENT MANAGEMENT
NORTH AMERICA INC.
on behalf of the Sub-Adviser
By: /s/ Catherine A. Mazza
Catherine A. Mazza
Director
<PAGE>
Appendix A
Aggressive Balanced-Equity Fund
Diversified Bond Fund
Diversified Equity Fund
Growth Balanced Fund
Growth Equity Fund
International Fund
Moderate Balanced Fund
Small Cap Opportunities Fund
Strategic Income Fund
Approved by Board of Trustees: March 26, 1999
<PAGE>
SCHEDULE A
WELLS FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 8th day of November, 1999, as amended,
by and between Wells Fargo Bank, N.A. (the "Adviser") and Schroder Investment
Management North America Inc. (the "Sub-Adviser") and
WHEREAS, the parties and Wells Fargo Funds Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Schedule A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying annual rate of 0.60% of the assets of the Small Cap
Opportunities Fund.
The parties further agree that the fees to be paid to the Sub-Adviser
under the Sub-Advisory Agreement shall be calculated as follows on a monthly
basis by applying the following annual rates per Fund (except for the Small Cap
Opportunities Fund, which will pay an annual rate of 0.60% as described above):
for assets formerly invested in the International Portfolio that are managed by
the Sub-Adviser:
a. 0.45% of the first $100 million;
b. 0.35% of the next $100 million;
c. 0.20% of the next $400 million;
d. 0.185% of the sums in excess of $600 million.
provided, that no fee 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 registered, open-end, management investment company, or
separate series thereof, in accordance with and reliance upon Section
12(d)(1)(E) under the Act.
<PAGE>
The net assets under management against which the foregoing fees are to
be applied are the net assets as of the last day of the month. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of the month.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
WELLS FARGO BANK, N.A.
/s/ Michael J. Hogan
By: Michael J. Hogan
Executive Vice President
/s/ C. David Messman
By: C. David Messman
Vice President
SCHRODER INVESTMENT
MANAGEMENT NORTH AMERICA INC.
/s/ Catherine A. Mazza
By: Catherine A. Mazza
Director
EX99.B(d)(2)(v)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO BANK, N.A.
AND SMITH ASSET MANAGEMENT, L.P.
This AGREEMENT is made as of this 8th day of November, 1999, between
Wells Fargo Funds Trust (the "Trust"), a business trust organized under the laws
of the State of Delaware with its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, Wells Fargo Bank, N.A. (the "Adviser"), a
banking association organized under the laws of the United States of America
with its principal place of business at 420 Montgomery Street, San Francisco,
California 94104, and Smith Asset Management, L.P., a limited partnership with
its principal place of business of 300 Crescent Court, Suite 750, Dallas, Texas
75201 (the "Sub-Adviser").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "1940 Act") as an open-end, series management investment
company; and
WHEREAS, the Trust and the Adviser desire that the Sub-Adviser perform
investment advisory services for each of the 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 perform those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and Sub-Adviser agrees as
follows:
Section 1. The Trust; Delivery of Documents. 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 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 Trust has delivered copies of the documents listed in this Section
to the Sub-Adviser and will from time to time furnish the Sub-Adviser with any
amendments thereof.
Section 2. Appointment of Sub-Adviser. 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 services as
specified in the Investment Advisory Agreement between the Trust and the Adviser
with respect to the Funds.
Subject to the direction and control of the Board, the Sub-Adviser
shall manage the investment and reinvestment of the assets of the Funds, 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.
Section 3. 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 for the Funds, the Sub-Adviser 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.
(b) The Sub-Adviser will report to the Board at each regular meeting
thereof all material changes in the Funds since the prior report, and will also
keep the Board informed of important developments affecting the Trust, the Funds
and the Sub-Adviser, and on its own initiative will furnish the Board 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 with such statistical and analytical
information with respect to securities in the Funds as the Sub-Adviser may
believe appropriate or as the Board reasonably may request. In making purchases
and sales of securities for the Funds, the Sub-Adviser will comply with the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust, as amended or supplemented from time to
time, By-Laws (if any), Registration Statement under the Act and the Securities
Act, the limitations in the Act and in the Internal Revenue Code of 1986, as
amended applicable to the Trust and the investment objectives, policies and
restrictions of the Funds.
(c) The Sub-Adviser may from time to time employ or associate with such
persons as the Sub-Adviser believes to be appropriate or necessary to assist in
the execution of the Sub-Adviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Sub-Adviser. No obligation may be
imposed on the Trust in any such respect.
(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 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 Securities and Exchange 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 4. Control by Board. As is the case with respect to the Adviser
under the Investment 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 Funds, shall at all times be
subject to the direction and control the Trust's Board.
Section 5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times comply
with:
(a) all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust, as it
may be amended from time to time, under the Securities Act and the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as it may
be amended or supplemented from time to time;
(d) the provisions of any By-laws of the Trust, if adopted and as it
may be amended from time to time, or resolutions of the Board as may be adopted
from time to time;
(e) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds;
(f) any other applicable provisions of state or federal law; and
In addition, any code of ethics adopted by the Sub-Adviser must comply
with Rule 17j-1 under the 1940 Act, as it may be amended from time to time, and
any broadly accepted industry practices, if requested by the Trust or the
Adviser.
Section 6. Broker-Dealer Relationships. The Sub-Adviser is responsible
for the purchase and sale of securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates. The Sub-Adviser'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 Sub-Adviser will take the following into
consideration: 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 Trust's
Board of Trustees may from time to time determine, the Sub-Adviser 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 Sub-Adviser with respect to the Fund and to other clients of the
Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed
by it on behalf of the Funds to brokers and dealers who also provide research or
statistical material, or other services to the Funds or to the Sub-Adviser. Such
allocation shall be in such amounts and proportions as the Sub-Adviser shall
determine and the Sub-Adviser will report on said allocations regularly to the
Board of Trustees of the Trust indicating the brokers to whom such allocations
have been made and the basis therefor.
Section 7. Expenses of the Fund. 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.
These 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.
Section 8. Compensation. As compensation for the sub-advisory services
provided under this Agreement, the Adviser shall pay the Sub-Adviser fees,
payable monthly, the annual rates indicated on Schedule A hereto, as such
Schedule may be amended or supplemented 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 Funds with respect to compensation under this Agreement.
Section 9. Standard of Care. The Trust and Adviser shall 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 as an inducement to the Sub-Adviser's undertaking these services at
the compensation level specified, the Sub-Adviser 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 Sub-Adviser or any of its officers, directors, employees or agents, the
Sub-Adviser shall not be subject to liability 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 10. 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.
Section 11. Records. The Sub-Adviser shall, with respect to orders the
Sub-Adviser 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 trade tickets and
confirmations of portfolio trades and such other records as the Adviser or the
Funds' Administrator reasonably requests to be maintained. All such records
shall be maintained in a form acceptable to the Funds and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Funds, and will be available for inspection and use by the Funds
and their authorized representatives (including the Adviser). The Sub-Adviser
shall promptly, upon the Trust's request, surrender to the Funds those records
which are the property of the Trust or any Fund. The Sub-Adviser will promptly
notify the Funds' Administrator if it experiences any difficulty in maintaining
the records in an accurate and complete manner.
Section 12. 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
1940 Act) 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 13. 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 Trust's Board of Trustees or by vote of a majority of a
Fund's outstanding voting securities, or by the Adviser or Sub-Adviser, 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 applied by the Commission staff in no-action letters,
issued under the 1940 Act.
Section 14. Indemnification by the Sub-Adviser. The Trust shall not be
responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any
Fund of the Trust 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 of the Sub-Adviser or any of its officers,
directors, employees or agents.
Section 15. Indemnification by the Trust. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Sub-Adviser or any of its officers, directors, employees or
agents, the Trust hereby agrees to indemnify and hold harmless the Sub-Adviser
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. Federal and state securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and nothing herein shall constitute a waiver or limitation of any rights
which a Fund may have and which may not be waived under any applicable federal
and state securities laws.
Section 16. 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 c/o Stephens Inc., 111 Center Street, Suite 300, Little Rock, Arkansas
72201, Attention R. Greg Feltus, and that of the Adviser shall be 420 Market
Street, San Francisco, California 94104, Attention: Michael J. Hogan, and that
of the Sub-Adviser shall be Smith Asset Management, L.P., 300 Crescent Court,
Suite 750, Dallas, Texas 75201, Attention Stephen S. Smith.
Section 17. 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.
Section 18. 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 affected Funds. Otherwise,
a written amendment of this Agreement is effective upon the approval of the
Board of Trustees, the Adviser and the Sub-Adviser.
Section 19. Wells Fargo Name. The Sub-Adviser and the Trust each agree
that the name "Wells 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 "Wells 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
"Wells 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 "Wells 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 any Fund or class of a 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 "Wells
Fargo" and following such change, shall not use the words "Wells 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.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ C. David Messman
C. David Messman
Vice President
SMITH ASSET MANAGEMENT, L.P.
on behalf of the Sub-Adviser
By: /s/ Stephen S. Smith
Stephen S. Smith
Principal
<PAGE>
Appendix A
Aggressive Balanced-Equity Fund
Disciplined Growth Fund
Diversified Bond Fund
Diversified Equity Fund
Diversified Small Cap Fund
Growth Balanced Fund
Growth Equity Fund
Moderate Balanced Fund
Small Cap Value Fund
Strategic Income Fund
Approved by Board of Trustees: March 26, 1999
<PAGE>
SCHEDULE A
WELLS FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 8th day of November, 1999, as amended,
by and between Wells Fargo Bank, N.A. (the "Adviser") and Smith Asset
Management, L.P. (the "Sub-Adviser") and
WHEREAS, the parties and Wells Fargo Funds Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Schedule A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying annual rate of percentage of the assets of the Funds
listed below.
for assets formerly invested in the Disciplined Growth Portfolio:
a. 0.35% of the first $175 million;
b. 0% of the next $50 million;
c. 0.25% of the next $275 million; and
d. 0.20% of the sums in excess of $500 million.
for assets formerly invested in the Small Cap Value Portfolio:
a. 0.45% of the first $110 million;
b. 0% of the next $40 million;
c. 0.30% of the next $150 million; and
d. 0.25% of the sums in excess of $300 million.
provided, that no fee 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 registered, open-end, management investment company, or
separate series thereof, in accordance with and reliance upon Section
12(d)(1)(E) under the Act.
The net assets under management against which the foregoing fees are to
be applied are the net assets as of the last day of the month. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of the month.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
WELLS FARGO BANK, N.A.
/s/ Michael J. Hogan
By: Michael J. Hogan
Executive Vice President
/s/ C. David Messman
By: C. David Messman
Vice President
SMITH ASSET MANAGEMENT, L.P.
/s/ Stephen S. Smith
By: Stephen S. Smith
Principal
EX99.B(e)
DISTRIBUTION AGREEMENT
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
THIS AGREEMENT is made as of this 8th day of November, 1999, by and
between Wells Fargo Funds Trust, a Delaware business trust (the "Trust") and
Stephens Inc., an Arkansas corporation (the "Distributor").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain the Distributor to render
distribution services to the Trust's investment portfolios listed on Appendix A
(individually, a "Fund" and collectively, the "Funds"), and the Distributor is
willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. As the Trust's agent, the Distributor shall be the exclusive
distributor for the shares of the Fund registered under the Securities Act of
1933 (the "1933 Act"). In addition to providing all share distribution services
for the Funds, the Distributor will maintain a service desk dedicated to the
Funds, and will maintain and preserve all records of the Funds, including
financial and corporate records.
2. The Trust shall sell through the Distributor, as the Trust's
agent, and deliver, upon the terms set forth herein, Fund shares that the
Distributor orders from the Trust and for which the Distributor has received and
confirmed unconditional purchase orders. All orders from the Distributor shall
be subject to acceptance and confirmation by the Trust. The Trust shall have the
right, at its election, to deliver either shares issued upon original issue or
treasury shares.
3. As the Trust's agent, the Distributor may sell and distribute
Fund shares in such manner not inconsistent with the provisions hereof as the
Distributor may determine from time to time. In that connection the Distributor
shall comply with all laws, rules and regulations applicable to it, including,
without limiting the generality of the foregoing, all applicable rules or
regulations under the 1933 Act, the 1940 Act and of any securities association
registered under the Securities Exchange Act of 1934 (the "1934 Act").
4. The Trust reserves the right to sell Fund shares to purchasers
to the extent that it or the transfer agent for Fund shares receives purchase
applications therefor. The Distributor's right to accept purchase orders for
Fund shares or to make sales thereof shall not apply to Fund shares that may be
offered by the Trust to shareholders for the reinvestment of cash distributed to
shareholders by the Trust or Fund shares that may otherwise be offered by the
Trust to shareholders, unless the Distributor is otherwise notified by the
Trust.
5. All shares offered for sale and sold by the Distributor shall
be offered for sale and sold by the Distributor to or through securities dealers
or banks and other depository institutions having agreements with the
Distributor ("Selling Agents") upon the terms and conditions set forth in
paragraph 7(b) hereof or to investors at the price per share (the "offering
price", which is the net asset value per share plus the applicable sales charge,
if any) specified and determined as provided in the Prospectus (the
"Prospectus") included in the Trust's Registration Statement, as amended from
time to time, under the 1933 Act and the 1940 Act (the "Registration
Statement"), relating to the offering of its shares for sale. If the offering
price is not an exact multiple of one cent, it shall be adjusted to the nearest
full cent. The Trust shall determine and furnish promptly to the Distributor a
statement of the offering price at least once on each day on which the
Prospectus states the Trust is required to determine the Trust's net asset value
for the purpose of pricing purchase orders. Each offering price shall become
effective at the time and shall remain in effect during the period specified in
the statement. Each such statement shall show the basis of its computation. For
purposes of establishing the offering price, the Trust shall consider a purchase
order to have been presented to it at the time it was originally entered by the
Distributor for transmission to it, provided the original purchase order and the
Distributor's fulfilling order to the Trust are appropriately time stamped or
evidenced to show the time of original entry and that the Distributor's
fulfilling order to the Trust is received by the Trust within a time deemed by
it to be reasonable after the purchase order was originally entered. Purchases
of shares shall be made for full and fractional shares, carried to the third
decimal place.
6. Ownership of Fund shares sold hereunder shall be registered in
such names and denominations as are specified in writing to the Trust or to its
agent designated for the purpose. No certificates for shares of the Fund will be
issued.
7. (a) The Distributor shall from time to time employ or associate
with it such persons as it believes necessary to assist it in carrying out its
obligations under this agreement. The compensation of such persons shall be paid
by the Distributor.
(b) The Distributor shall have the right to enter into
selling agreements with Selling Agents of its choice for
the sale or marketing of Fund shares at the offering price and upon the terms
and conditions set forth in the Prospectus. The initial form of selling
agreement is attached hereto as Appendix B. The Distributor may amend those
agreements, or modify the form of agreement, only upon approval of the Trust.
(c) The Distributor shall pay all expenses incurred in
connection with its qualification as a dealer or broker
under Federal or state laws.
(d) The Distributor shall pay for all expenses incurred in
connection with (i) printing and distributing such
number of copies of the Prospectus as the Distributor deems necessary for use in
connection with offering Fund shares to prospective investors, (ii) preparing,
printing and distributing any other literature and advertising deemed
appropriate by the Distributor for use in connection with offering Fund shares
for sale and (iii) all other expenses incurred in connection with the sale of
Fund shares as contemplated by this agreement, except as otherwise specifically
provided in this agreement. In addition, it is understood and agreed that, so
long as a plan of distribution of the Fund adopted pursuant to Rule 12b-1 of the
1940 Act (the "Plan") continues in effect, any expenses incurred by the
Distributor hereunder may be paid from amounts received by it from the Fund
under the Plan. So long as the Plan continues in effect, the Distributor shall
be entitled to receive reimbursement from the Trust under the Plan for actual
expenses incurred in connection with the Fund to the extent such expenses are
reimbursable under the Plan. The Treasurer of the Trust shall provide to the
Board of Trustees of the Trust and the Board of Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
(e) The Trust shall pay all expenses incurred in connection
with (i) the preparation, printing and distribution
to stockholders of the Prospectus and reports and other communications to Fund
shareholders; (ii) registrations of Fund shares under the 1933 Act and the Fund
under the 1940 Act; (iii) amendments to the Registration Statement; (iv)
qualification of Fund shares for sale in jurisdictions designated by the
Distributor; (v) qualification of the Trust as a dealer or broker under the laws
of jurisdictions designated by the Distributor; (vi) qualification of the Trust
as a foreign corporation authorized to do business in any jurisdiction if the
Distributor determines that such qualification is necessary or desirable for the
purpose of facilitating sales of Fund shares; (vii) maintaining facilities for
the issue and transfer of Fund shares; (viii) supplying information, prices and
other data to be furnished by the Trust under this agreement; and (ix) original
issue taxes or transfer taxes applicable to the sale or delivery of Fund shares.
(f) The Trust shall execute all documents and furnish any
information which may be reasonably necessary in
connection with the qualification of Fund shares of the Trust for sale in a
jurisdiction designated by the Distributor.
(g) The Trust shall pay to the Distributor the maximum
amount that is payable pursuant to, and in accordance
with, the Distribution Plan applicable to a Fund or class of shares of a Fund,
or the maximum amount payable under applicable laws, regulations and rules,
whichever is less, unless the parties hereto mutually agree, in writing, to a
lesser amount. In addition, the Distributor shall be entitled to receive
applicable sales charges, including front end sales loads and contingent
deferred sales charges, on the basis set forth in the Prospectus.
8. The Trust shall furnish the Distributor from time to time, for
use in connection with the sale of Fund shares, such written information with
respect to the Trust as the Distributor may reasonably request. In each case
such written information shall be signed by an authorized officer of the Trust.
The Trust represents and warrants that such information, when signed by one of
its officers, shall be true and correct. The Trust shall also furnish to the
Distributor copies of its reports to its stockholders and such additional
information regarding the Trust's financial condition as the Distributor may
reasonably request from time to time.
9. The Registration Statement and the Prospectus have been or will
be, as the case may be, prepared in conformity with the 1933 Act, the 1940 Act
and the rules and regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "SEC"). The Trust represents and warrants to the
Distributor that the Registration Statement and the Prospectus contain or will
contain all statements required to be stated therein in accordance with the 1933
Act, the 1940 Act and the Rules and Regulations, that all statements of fact
contained or to be contained therein are or will be true and correct at the time
indicated or the effective date, as the case may be, and that neither the
Registration Statement nor the Prospectus, when it shall become effective under
the 1933 Act or be authorized for use, shall include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of Fund
shares. The Trust shall from time to time file such amendment or amendments to
the Registration Statement and the Prospectus as, in the light of future
developments, shall, in the opinion of the Trust's counsel, be necessary in
order to have the Registration Statement and the Prospectus at all times contain
all material facts required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Fund shares. If the Trust
shall not file such amendment or amendments within 15 days after receipt by the
Trust of a written request from the Distributor to do so, the Distributor may,
at its option, terminate this agreement immediately. The Trust shall not file
any amendment to the Registration Statement or the Prospectus without giving the
Distributor reasonable notice thereof in advance, provided that nothing in this
agreement shall in any way limit the Trust's right to file at any time such
amendments to the Registration Statement or the Prospectus as the Trust may deem
advisable. The Trust represents and warrants to the Distributor that any
amendment to the Registration Statement or the Prospectus filed hereafter by the
Trust will, when it becomes effective under the 1933 Act, contain all statements
required to be stated therein in accordance with the 1933 Act, the 1940 Act and
the Rules and Regulations, that all statements of fact contained therein will,
when the same shall become effective, be true and correct, and that no such
amendment, when it becomes effective, will include an untrue statement of a
material fact or will omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Fund shares.
10. Subject to the provisions of paragraph 7, the Trust shall
prepare and furnish to the Distributor from time to time such number of copies
of the most recent form of the Prospectus filed with the SEC as the Distributor
may reasonably request. The Trust authorizes the Distributor and Selling Agents
to use the Prospectus, in the form furnished to the Distributor from time to
time, in connection with the sale of Fund shares. The Trust shall indemnify,
defend and hold harmless the Distributor, its officers and partners and any
person who controls the Distributor within the meaning of the 1933 Act, from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its
officers or partners or any such controlling person, may incur under the 1933
Act, the 1940 Act, other statutes, the common law or otherwise, arising out of
or based upon any alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus or arising out of or based upon any
alleged omission to state a material fact required to be stated in either
thereof or necessary to make the statements in either thereof not misleading.
Notwithstanding the foregoing, this indemnity agreement, to the extent that it
might require indemnity of any person who is an officer or partner of the
Distributor and who is also a director of the Trust, shall not inure to the
benefit of such officer or partner unless a court of competent jurisdiction
shall determine, or it shall have been determined by controlling precedent, that
such result would not be against public policy as expressed in the 1933 Act or
the 1940 Act, and in no event shall anything contained herein be so construed as
to protect the Distributor against any liability to the Trust or its
stockholders to which the Distributor would otherwise be subject by reason of
willful misfeasance, bad faith or negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
agreement. This indemnity agreement is expressly conditioned upon the Trust's
being notified of any action brought against the Distributor, its officers or
partners or any such controlling person, which notification shall be given by
letter or by telegram addressed to the Trust at its principal office in Little
Rock, Arkansas, and sent to the Trust by the person against whom such action is
brought within ten days after the summons or other first legal process shall
have been served. The failure to notify the Trust of any such action shall not
relieve the Trust from any liability which it may have to the person against
whom such action is brought by reason of any such alleged untrue statement or
omission otherwise than on account of the indemnity agreement contained in this
paragraph. The Trust shall be entitled to assume the defense of any suit brought
to enforce any such claim, demand or liability, but, in such case, the defense
shall be conducted by counsel chosen by the Trust and approved by the
Distributor. If the Trust elects to assume the defense of any such suit and
retain counsel approved by the Distributor, the defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel retained by any
of them, but in case the Trust does not elect to assume the defense of any such
suit, or in case the Distributor does not approve of counsel chosen by the
Trust, the Trust will reimburse the Distributor, its officers and partners or
the controlling person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by the Distributor or them. In
addition, The Distributor shall have the right to employ one separate counsel to
represent it, its officers and partners and any such controlling person who may
be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Distributor against the Trust hereunder if in the
reasonable judgment of the Distributor it is advisable because of existing or
potential differing interests between the Distributor, its officers and partners
or such controlling person and the Trust in the conduct of the defense of such
action, for the Distributor, its officers and partners or such controlling
person to be represented by separate counsel, in which event the fees and
expenses of such separate counsel shall be borne by the Trust. This indemnity
agreement and the Trust's representations and warranties in this agreement shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, its officers and partners or any such
controlling person and shall survive the delivery of any shares as provided in
this agreement. This indemnity agreement shall inure exclusively to the benefit
of the Distributor and its successors, the Distributor's officers and partners
and their respective estates and any such controlling persons and their
successors and estates. The Trust shall promptly notify the Distributor of the
commencement of any litigation or proceedings against it in connection with the
issue and sale of any Fund shares.
11. The Distributor agrees to indemnify, defend and hold harmless
the Trust, its officers and directors and any person who controls the Trust
within the meaning of the 1933 Act, from and against any and all claims,
demands, liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Trust, its officers or directors or any such
controlling person, may incur under the 1933 Act, the 1940 Act, other statutes,
the common law or otherwise, but only to the extent that such liability or
expense incurred by the Trust, its officers or directors or such controlling
person resulting from such claims or demands shall arise out of or be based upon
(a) any alleged untrue statement of a material fact contained in information
furnished in writing by the Distributor to the Trust specifically for use in the
Registration Statement or the Prospectus or shall arise out of or be based upon
any alleged omission required to be stated in the Registration Statement or the
Prospectus or necessary to make such information not misleading, (b) any alleged
act or omission on the Distributor's part as the Trust's agent that has not been
expressly authorized by the Trust in writing, or (c) any alleged willful
misfeasance, bad faith or negligence in the performance of the Distributor's
obligations and duties under the Agreement or by reason of its alleged reckless
disregard thereof. This indemnity agreement is expressly conditioned upon the
Distributor's being notified of any action brought against the Trust, its
officers and directors or any such controlling person, which notification shall
be given by letter or telegram, addressed to the Distributor at its principal
office in Little Rock, Arkansas, and sent to the Distributor by the person
against whom such action is brought, within 10 days after the summons or other
first legal process shall have been served. The failure to notify the
Distributor of any such action shall not relieve the Distributor from any
liability which it may have to the Trust, its officers or directors or such
controlling person by reason of any such alleged misstatement or omission on the
Distributor's part otherwise than on account of the indemnity agreement
contained in this paragraph. The Distributor shall have a right to control the
defense of such action with counsel of its own choosing and approved by the
Trust if such action is based solely upon such alleged misstatement or omission
on the Distributor's part, and in any other event the Trust, its officers and
directors or such controlling person shall each have the right to participate in
the defense or preparation of the defense of any such action at their own
expense.
12. No Fund shares shall be sold through the Distributor or by the
Trust under this agreement and no orders for the purchase of Fund shares shall
be confirmed or accepted by the Trust if and so long as the effectiveness of the
Registration Statement shall be suspended under any of the provisions of the
1933 Act. Nothing contained in this paragraph 12 shall in any way restrict,
limit or have any application to or bearing upon the Trust's obligation to
redeem Fund shares from any shareholder in accordance with the provisions of its
Declaration of Trust. The Trust will use its best efforts at all times to have
Fund shares effectively registered under the 1933 Act.
13. The Trust agrees to advise the Distributor immediately:
(a) of any request by the SEC for amendments to the Registration
Statement or the Prospectus or for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the
Prospectus under the 1933 Act or the initiation of any proceedings for
that purpose;
(c) of the happening of any material event that makes untrue any
statement made in the Registration Statement or the Prospectus or that
requires the making of a change in either thereof in order to make the
statements therein not misleading; and
(d) of any action of the SEC with respect to any amendments to
the Registration Statement or the Prospectus that may from time to
time be filed within the SEC under the 1933 Act or the 1940 Act.
14. Insofar as they concern the Trust, the Trust shall comply with
all applicable laws, rules and regulations, including, without limiting the
generality of the foregoing, all rules or regulations made or adopted pursuant
to the 1933 Act, the 1940 Act or by any securities association registered under
the 1934 Act.
15. The Distributor may, if it desires and at its own cost and
expense, appoint or employ agents to assist it in carrying out its obligations
under this agreement, but no such appointment or employment shall relieve the
Distributor of any of its responsibilities or obligations to the Trust under
this agreement.
16. The following provisions shall apply with respect to the sale
by Distributor of Class B Shares of any Fund, notwithstanding any other
provision herein to the contrary:
(a) Distributor shall have the obligation to pay all
applicable dealer allowances ("B Share Allowances") which
Selling Agents are entitled to receive in connection with the sale of Class B
Shares, including any such B Share Allowances, or portions thereof, which
registered representatives of Distributor are entitled to receive.
(b) The amounts that are payable under the Plan to
Distributor pursuant to Section 7(g) hereof with respect to
the Class B Shares of the Funds are the maximum amounts which are set forth in
Appendix A to the Plan for the Class B Shares. These amounts shall continue to
be the amounts payable with regard to the Class B Shares under the Plan unless
and until changed in accordance with the terms of such Plan or this Agreement.
(c) To the extent that Distributor engages and uses a
third-party to finance its obligation to pay B Share
Allowances as set forth in this section, Distributor shall have the right to
assign to such third-party all or any portion of Distributor's right hereunder
to receive fees in connection with the sale of Class B Shares and to direct the
Trust, upon written notice, to make direct payment of these fees to such party,
free and clear of any rights to offset or claims of the Trust or any Fund
against Distributor.
(d) The Trust acknowledges that, under the applicable
Distribution Plan for Class B Shares of the Funds, any
payments that Distributor is entitled to receive with respect to Class B Shares
shall continue, in accordance with, and subject to, the applicable terms
relating to the Class B Shares, regardless of whether Distributor is acting as
the principal underwriter for the Company (and affected Funds); provided that
the Distribution Plan for the Class B Shares has not been terminated or modified
in a way which affects the payment of such amounts.
17. Subject to the provisions of paragraph 9, this agreement shall
continue in effect until such time as there shall remain no shares registered
under the 1933 Act, provided that this agreement shall continue in effect for a
period of more than one year from the date hereof only so long as such
continuance is specifically approved at least annually in accordance with the
1940 Act and the rules thereunder. This agreement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act). This agreement may,
in any event, be terminated at any time, without the payment of any penalty, by
the Trust upon 60 days' written notice to the Distributor or by the Distributor
at any time after the second anniversary of the effective date of this agreement
on 60 days' written notice to the Trust.
18. Nothing in this Agreement shall require the Trust to take any
action contrary to any provision of its Declaration of Trust or to any
applicable statute or regulation.
19. Miscellaneous.
(a) Any notice or other instrument authorized or required
by this Agreement to be given in writing to the Trust
or the Distributor shall be sufficiently given if addressed to that party and
received by it at its office set forth below or at such other place as it may
from time to time designate in writing.
To the Trust:
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Secretary
With a copy to:
Wells Fargo Bank, N.A.
525 Market Street, 12th Floor
San Francisco, CA 94105
Attention: C. David Messman, Vice President
To the Distributor:
Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Jr., Senior Vice President
(b) This Agreement shall extend to and be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be subject to assignment (as
that term is defined under the 1940 Act).
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and which collectively shall be
deemed to constitute only one agreement.
(e) If any provision of this Agreement is declared to be
prohibited or unenforceable, the remaining provisions of this
Agreement shall continue to be valid and fully enforceable.
In witness whereof, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
WELLS FARGO FUNDS TRUST
By: /s/ David I. Goldstein
David I. Goldstein
Assistant Treasurer
STEPHENS INC.
By: /s/ Richard H. Blank, Jr._______
Richard H. Blank, Jr.
Senior Vice President
Approved: March 26, 1999
<PAGE>
Appendix A
Funds of Wells Fargo Funds Trust Covered by This Agreement
1. Aggressive Balanced-Equity Fund
2. Arizona Tax-Free Fund
3. Asset Allocation Fund
4. California Limited Term Tax-Free Fund
5. California Tax-Free Fund
6. California Tax-Free Money Market Fund
7. California Tax-Free Money Market Trust
8. Cash Investment Money Market Fund
9. Colorado Tax-Free Fund
10. Corporate Bond Fund
11. Disciplined Growth Fund
12. Diversified Bond Fund
13. Diversified Equity Fund
14. Diversified Small Cap Fund
15. Equity Income Fund
16. Equity Index Fund
17. Equity Value Fund
18. Government Money Market Fund
19. Growth Balanced Fund
20. Growth Equity Fund
21. Growth Fund
22. Income Fund
23. Income Plus Fund
24. Index Allocation Fund
25. Index Fund
26. Intermediate Government Income Fund
27. International Equity Fund
28. International Fund
29. Large Company Growth Fund
30. LifePath Opportunity Fund
31. LifePath 2010 Fund
32. LifePath 2020 Fund
33. LifePath 2030 Fund
34. LifePath 2040 Fund
35. Limited Term Government Income Fund
36. Minnesota Intermediate Tax-Free Fund
37. Minnesota Money Market Fund
38. Minnesota Tax-Free Fund
39. Moderate Balanced Fund
40. Money Market Fund
41. Money Market Trust
42. National Limited Term Tax-Free Fund
43. National Tax-Free Fund
44. National Tax-Free Institutional Money Market Fund
45. National Tax-Free Money Market Fund
46. National Tax-Free Money Market Trust
47. Oregon Tax-Free Fund
48. Overland Express Sweep Fund
49. Prime Investment Money Market Fund
50. Small Cap Growth Fund
51. Small Cap Opportunities Fund
52. Small Cap Value Fund
53. Small Company Growth Fund
54. Stable Income Fund
55. Strategic Income Fund
56. Treasury Plus Institutional Money Market Fund
57. Treasury Plus Money Market Fund
58. 100% Treasury Money Market Fund
59. Variable Rate Government Fund
60. Wealthbuilder Growth & Income Portfolio
61. Wealthbuilder Growth Balanced Portfolio
62. Wealthbuilder Growth Portfolio
Approved by Board of Trustees: March 26, 1999
EX99.B(g)(1)
CUSTODY AGREEMENT
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
This Agreement is made as of this 8th day of November, 1999 (the
"Agreement"), by and between WELLS FARGO FUNDS TRUST (the "Trust"), on behalf of
the Funds listed on Appendix E hereto, as such Appendix may be revised from time
to time (each a "Fund" and, collectively, the "Funds"), and BARCLAYS GLOBAL
INVESTORS, N.A. (the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter set forth, the
Trust and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meaning:
1. "Authorized Person" shall be deemed to include the treasurer,
the controller or any other person, whether or not any such person is an Officer
or employee of the Trust, duly authorized by the Board of Trustees ("Trustees")
to give Oral Instructions and Written Instructions on behalf of a Fund and
listed in the Certificate attached hereto as Appendix A or such other
Certificate as may be received from time to time by the Custodian.
2. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its
successor(s) and its nominee(s).
3. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian, which is actually received by the Custodian and signed on behalf
of a Fund by any two Officers of the Trust.
4. "Clearing Member" shall mean a registered broker-dealer that is
a member of a national securities exchange qualified to act as a custodian for
an investment company, or any broker-dealer reasonably believed by the Custodian
to be such a clearing member.
5. "Depository" shall mean The Depository Trust Company ("DTC"),
Participants Trust Company ("PTC"), and any other clearing agency registered
with the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934, its successor(s) and its nominee(s), provided the
Custodian has received a certified copy of a resolution of the Board of Trustees
specifically approving deposits in DTC, PTC or such other clearing agency. The
term "Depository" shall further mean and include any person authorized to act as
a depository pursuant to Section 17, Rule 17f-4 or Rule 17f-5 thereunder, under
the Investment Company Act of 1940, its successor(s) and its nominee(s),
specifically identified in a certified copy of a resolution of the Board of
Trustees approving deposits therein by the Custodian.
6. "Margin Account" shall mean a segregated account in the name of
a broker, dealer, or Clearing Member, or in the name of the Trust or a Fund for
the benefit of a broker, dealer, or Clearing Member, or otherwise, in accordance
with an agreement between the Trust on behalf of a Fund, the Custodian and a
broker, dealer, or Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities and/or moneys of
a Fund shall be deposited and withdrawn from time to time in connection with
such transactions as a Fund may from time to time determine. Securities held in
the Book-Entry System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's effecting an
appropriate entry on its books and records.
7. "Money Market Securities" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and interest
by the government of the United States or agencies or instrumentalities thereof,
commercial paper, certificates of deposit and bankers' acceptances, repurchase
and reverse repurchase agreements with respect to the same and bank time
deposits, where the purchase and sale of such securities normally requires
settlement in federal funds on the same date as such purchase or sale.
8. "Officers" shall be deemed to include the President, Vice
President, the Secretary, the Treasurer, the Controller, any Assistant
Secretary, any Assistant Treasurer or any other person or persons duly
authorized by the Trustees of the Trust to execute any Certificate, instruction,
notice or other instrument on behalf of a Fund and listed in the Certificate
attached hereto as Appendix B or such other Certificate as may be received by
the Custodian from time to time.
9. "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person.
10. "Reverse Repurchase Agreement" shall mean an agreement
pursuant to which a Fund sells Securities and agrees to repurchase such
Securities at a described or specified date and price.
11. "Security" or "Securities" shall be deemed to include, without
limitation, Money Market Securities, Reverse Repurchase Agreements, common stock
and other instruments or rights having characteristics similar to common stocks,
preferred stocks, debt obligations issued by state or municipal governments and
by public authorities (including, without limitation, general obligations
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or representing
any other rights or interest therein, or any property or assets.
12. "Segregated Security Account" shall mean an account maintained
under the terms of this Agreement as a segregated account, by recordation or
otherwise, within the custody account in which certain Securities and/or other
assets of a Fund shall be deposited and withdrawn from time to time in
accordance with Certificates received by the Custodian in connection with such
transactions as a Fund may from time to time determine.
13. "Shares" shall mean the shares of common stock of a Fund, each
of which, in the case of a Fund having Series, is allocated to a particular
Series.
14. "Written Instructions" shall mean written communications
actually received by the Custodian from an Authorized Person or from a person
reasonably believed by the Custodian to be an Authorized Person by telex or any
other such system whereby the receiver of such communications is able to verify
by codes or otherwise with a reasonable degree of certainty the authenticity of
the sender of such communication.
ARTICLE II
APPOINTMENT OF A CUSTODIAN
1. The Trust on behalf of a Fund hereby constitutes and appoints
the Custodian as custodian of all the Securities and moneys at any time owned by
a Fund during the term of this Agreement.
2. The Custodian hereby accepts appointment as such custodian and
agrees to perform all the duties thereof as set forth in this Agreement.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in Article V, a Fund will deliver
or cause to be delivered to the Custodian all Securities and all moneys owned by
it, including cash received for the issuance of its Shares, at any time during
the term of this Agreement. The Custodian will not be responsible for such
Securities and such moneys until actually received by it. The Custodian will be
entitled to reverse any credits made on a Fund's behalf where such credits have
been previously made and moneys are not finally collected. A Fund shall deliver
to the Custodian a certified resolution of the Trustees of the Trust authorizing
and instructing the Custodian on a continuous and ongoing basis to deposit in
the Book-Entry System all Securities eligible for deposit therein and to utilize
the Book-Entry System to the extent possible in connection with its performance
hereunder, including, without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities, and deliveries and
returns of Securities collateral. Prior to a deposit of Securities of a Fund in
the Depository, a Fund shall deliver to the Custodian a certified resolution of
the Trustees of the Trust approving, authorizing and instructing the Custodian
on a continuous and ongoing basis until instructed to the contrary by a
Certificate actually received by the Custodian to deposit in the Depository all
Securities eligible for deposit therein and to utilize the Depository to the
extent possible in connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of Securities collateral.
Securities and moneys of a Fund deposited in either the Book-Entry System or the
Depository will be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity.
2. The Custodian shall credit to a separate account in the name of
a Fund all moneys received by it for the account of a Fund, and shall disburse
the same only:
(a) In payment for Securities purchased, as provided in Article
IV hereof;
(b) In payment of dividends or distributions, as provided in
Article VIII hereof;
(c) In payment of original issue or other taxes, as provided in
Article IX hereof;
(d) In payment for Shares redeemed by it, as provided in Article
IX hereof;
(e) Pursuant to Certificate(s) setting forth the name(s) and
address(es) of the person(s) to whom the payment is to be made, and the purpose
for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the expenses
and liabilities of the Custodian, as provided in Article XII hereof.
3. Promptly after the close of business on each day, the Custodian
shall furnish a Fund with confirmations and a summary of all transfers to or
from the account of a Fund during said day. Where Securities are transferred to
the account of a Fund, the Custodian shall also by book-entry or otherwise
identify as belonging to a Fund a quantity of Securities in a fungible bulk of
Securities registered in the name of the Custodian (or its nominee) or shown on
the Custodian's account on the books of the Book-Entry System or the Depository.
The Custodian shall furnish a Fund at least monthly with a detailed statement of
the Securities and moneys held for a Fund under this Agreement.
4. Except as otherwise provided in Article V, all Securities held
for a Fund which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held by the Custodian
in that form; all other Securities held for a Fund may be registered in the name
of a Fund, in the name of any duly appointed registered nominee of the Custodian
as the Custodian may from time to time determine, or in the name of the
Book-Entry System or the Depository or their successor(s) or their nominee(s).
The Trust agrees to furnish to the Custodian appropriate instruments to enable
the Custodian to hold or deliver in proper form for transfer, or to register in
the name of its registered nominee or in the name of the Book-Entry System or
the Depository, any Securities which it may hold for the account of a Fund and
which may from time to time be registered in the name of a Fund. The Custodian
shall hold all such Securities which are not held in the Book-Entry System or in
the Depository in a separate account in the name of a Fund physically segregated
at all times from those of any other person or persons.
5. Except as otherwise provided in this Agreement and unless
otherwise instructed to the contrary by a Certificate, the Custodian by itself,
or through the use of the Book-Entry System or the Depository with respect to
the Securities therein deposited, shall, with respect to all Securities held for
a Fund in accordance with this Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount payable upon such
Securities which are called, but only if either (i) the Custodian receives a
written notice of such call, or (ii) notice of such call appears in one or more
of the publications listed in Appendix C annexed hereto, which may be amended at
any time by the Custodian upon five business days' prior notification to a Fund;
(c) Present for payment and collect the amount payable upon all
Securities which mature;
(d) Surrender Securities in temporary form for definitive
Securities;
(e) Execute, as Custodian, any necessary declarations or
certificates of ownership under the federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the account of a
Fund all rights and similar securities issued with respect to any Securities
held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:
(a) Execute and deliver to such persons as may be designated in
such Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of a Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for a Fund in exchange for other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(c) Deliver any Securities held for a Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
(d) Make such transfer or exchanges of the assets of a Fund and
take such other steps as shall be stated in said order to be for the purpose of
effectuating any duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of a Fund; and
(e) Present for payment and collect the amount payable upon
Securities not described in preceding paragraph 5(b) of this Article which may
be called as specified in the Certificate.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase or sale (as applicable) of
Securities by a Fund, other than a purchase or sale of any Reverse Repurchase
Agreement, a Fund shall deliver to the Custodian (i) with respect to each
purchase or sale of Securities which are not Money Market Securities, a
Certificate; and (ii) with respect to each purchase or sale of Money Market
Securities, a Certificate, Oral Instructions or Written Instructions, specifying
with respect to each such purchase or sale: (a) the name of the issuer and the
title of the Securities; (b) the number of shares or the principal amount
purchased or sold and accrued interest, if any; (c) the date of purchase or sale
and settlement date; (d) the purchase or sale price per unit; (e) the total
amount payable upon such purchase or sale; (f) the name of the person from whom
or the broker through whom the purchase or sale was made, and the name of the
clearing broker, if any; (g) in the case of a purchase, the name of the broker
to which payment is to be made; and (h) in the case of a sale, the name of the
broker to whom the Securities are to be delivered. In the case of a purchase,
the Custodian shall, upon receipt of Securities purchased by or for a Fund, pay
out of the moneys held for the account of a Fund the total amount payable to the
person from whom, or the broker through whom, the purchase was made, provided
that the same conforms to the total amount payable as set forth in such
Certificate, Oral Instructions or Written Instructions. In the case of a sale,
the Custodian shall deliver the Securities upon receipt of the total amount
payable to a Fund upon such sale, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral Instructions or Written
Instructions. Subject to the foregoing, the Custodian may accept payment in such
form as shall be satisfactory to it, and may deliver Securities and arrange for
payment in accordance with the customs prevailing among dealers in securities.
ARTICLE V
SHORT SALES
1. Promptly after any short sale, a Fund shall deliver to the
Custodian a Certificate specifying: (a) the name of the issuer and the title of
the Security; (b) the number of shares or principal amount sold, and accrued
interest or dividends, if any; (c) the dates of the sale and settlement; (d) the
sale price per unit; (e) the total amount credited to a Fund upon such sale, if
any (f) the amount of cash and/or the amount and kind of Securities, if any,
which are to be deposited in a Margin Account and the name in which such Margin
Account has been or is to be established; (g) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in a Segregated Security
Account; and (h) the name of the broker through which such short sale was made.
The Custodian shall upon its receipt of a statement from such broker confirming
such sale and that the total amount credited to a Fund upon such sale, if any,
as specified in the Certificate is held by such broker for the account of the
Custodian (or any nominee of the Custodian) as custodian of a Fund, issue a
receipt or make the deposits into the Margin Account and the Segregated Security
Account specified in the Certificate.
2. In connection with the closing-out of any short sale, a Fund
shall promptly deliver to the Custodian a Certificate specifying with respect to
each such closing-out: (a) the name of the issuer and the title of the Security;
(b) the number of shares or the principal amount, and accrued interest or
dividends, if any, required to effect such closing-out to be delivered to the
broker; (c) the dates of the closing-out and settlement; (d) the purchase price
per unit; (e) the net total amount payable to a Fund upon such closing-out; (f)
the net total amount payable to the broker upon such closing-out; (g) the amount
of cash and the amount and kind of Securities, if any, to be withdrawn, from the
Margin Account; (h) the amount of cash and/or the amount and kind of Securities,
if any, to be withdrawn from the Segregated Security Account; and (i) the name
of the broker through which a Fund is effecting such closing-out. The Custodian
shall, upon receipt of the net total amount payable to a Fund upon such
closing-out and the return and/or cancellation of the receipts, if any, issued
by the Custodian with respect to the short sale being closed-out, pay out the
moneys held for the account of a Fund to the broker the net total amount payable
to the broker, and make the withdrawals from the Margin Account and the
Segregated Security Account, as the same are specified in the Certificate.
ARTICLE VI
REVERSE REPURCHASE AGREEMENTS
1. Promptly after a Fund enters into a Reverse Repurchase
Agreement with respect to Securities and money held by the Custodian hereunder,
a Fund shall deliver to the Custodian a Certificate, or in the event such
Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral
Instructions or Written Instructions specifying: (a) the total amount payable to
a Fund in connection with such Reverse Repurchase Agreement; (b) the broker or
dealer through or with which the Reverse Repurchase Agreement is entered; (c)
the amount and kind of Securities to be delivered by a Fund to such broker or
dealer; (d) the date of such Reverse Repurchase Agreement; and (e) the amount of
cash and/or the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account in connection with such Reverse Repurchase
Agreement. The Custodian shall, upon receipt of the total amount payable to a
Fund specified in the Certificate, Oral Instructions or Written Instructions
make the delivery to the broker or dealer, and the deposits, if any, to the
Segregated Security Account, specified in such Certificate, Oral Instructions or
Written Instructions.
2. Upon the termination of a Reverse Repurchase Agreement
described in paragraph 1 of this Article VI, a Fund shall promptly deliver a
Certificate or, in the event such Reverse Repurchase Agreement is a Money Market
Security, a Certificate, Oral Instructions or Written Instructions to the
Custodian specifying: (a) the Reverse Repurchase Agreement being terminated; (b)
the total amount payable by a Fund in connection with such termination; (c) the
amount and kind of Securities to be received by a Fund in connection with such
termination; (d) the date of termination; (e) the name of the broker or dealer
with or through which the Reverse Repurchase Agreement is to be terminated; and
(f) the amount of cash and/or the amount and kind of Securities to be withdrawn
from the Segregated Security Account. The Custodian shall, upon receipt of the
amount and kind of Securities to be received by a Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the payment to the
broker or dealer, and the withdrawals, if any, from the Segregated Security
Account, specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE VII
MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such deposits to,
or withdrawals from, a Segregated Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the amount of cash
and/or the amount and kind of Securities to be deposited in, or withdrawn from,
the Segregated Security Account. In the event that a Fund fails to specify in a
Certificate the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities to be deposited by the Custodian
into, or withdrawn from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and shall so notify a
Fund.
2. The Custodian shall make deliveries or payments from a Margin
Account to the broker, dealer or Clearing Member in whose name, or for whose
benefit, the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or distributions
with respect to Securities deposited in any Margin Account shall be dealt with
in accordance with the terms and conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and security
interest in and to any property at any time held by the Custodian in any
Collateral Account described herein.
5. On each business day, the Custodian shall furnish a Fund with a
statement with respect to a Fund's Margin Account in which money or Securities
are held specifying as of the close of business on the previous business day:
(a) the name of the Margin Account; (b) the amount and kind of Securities held
therein; and (c) the amount of money held therein. The Custodian shall make
available upon request to any broker or dealer specified in the name of a Margin
Account a copy of the statement furnished a Fund with respect to such Margin
Account.
6. Promptly after the close of business on each business day in
which cash and/or Securities are maintained in a Collateral Account, the
Custodian shall furnish a Fund with a statement with respect to a Fund's
Collateral Account specifying the amount of cash and/or the amount and kind of
Securities held therein. No later than the close of business next succeeding the
delivery to a Fund of such statement, a Fund shall furnish the Custodian with a
Certificate or Written Instructions specifying the then market value of the
Securities described in such statement.
ARTICLE VIII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. A Fund shall furnish the Custodian with a copy of the
resolution of the Trustees, certified by the Secretary or any Assistant
Secretary, either (i) setting forth the date of the declaration of a dividend or
distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total amount payable
to the Dividend Agent of a Fund on the payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily basis or some other
periodic basis and authorizing the Custodian to rely on Oral Instructions,
Written Instructions or a Certificate setting forth the date of the declaration
of such dividend or distribution, the date of payment thereof, the record date
as of which shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution, Oral
Instructions, Written Instructions or Certificate, the Custodian shall pay out
the moneys held for the account of a Fund the total amount payable to the
Dividend Agent of a Fund.
ARTICLE IX
SALE AND REDEMPTION OF SHARES
1. Whenever a Fund shall sell any of its Shares, it shall deliver
to the Custodian a Certificate duly specifying the number of Shares sold, trade
date, price and the amount of money to be received by the Custodian for the sale
of such Shares.
2. Upon receipt of such money from the Transfer Agent or a
co-transfer agent, the Custodian shall credit such money to the account of a
Fund.
3. Upon issuance of any of a Fund's Shares in accordance with the
foregoing provisions of this Article IX, the Custodian shall pay, out of the
money held for the account of a Fund, all original issue or other taxes required
to be paid by a Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever a Fund shall redeem
any of its Shares, it shall furnish the Custodian with a Certificate specifying
the number of Shares redeemed and the amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent or co-transfer agent of an
advice setting forth the number of Shares received by the Transfer Agent or
co-transfer agent for redemption, and that such Shares are valid and in good
form for redemption, the Custodian shall make payment to the Transfer Agent or
co-transfer agent, as the case may be, out of the moneys held for the account of
a Fund of the total amount specified in the Certificate issued pursuant to
paragraph 4 of this Article IX.
6. Notwithstanding the above provisions regarding the redemption
of any of a Fund's Shares, whenever its Shares are redeemed pursuant to any
check redemption privilege which may from time to time be offered by a Fund, the
Custodian, unless otherwise instructed by a Certificate, shall, upon receipt of
an advice from a Fund or its agent setting forth that the redemption is in good
form for redemption in accordance with the check redemption procedure, honor the
check presented as part of such check redemption privilege out of the money held
in the account of a Fund for such purposes.
ARTICLE X
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance funds on
behalf of a Fund which results in an overdraft because the moneys held by the
Custodian for the account of a Fund shall be insufficient to pay the total
amount payable upon a purchase of Securities as set forth in a Certificate or
Oral Instructions issued pursuant to Article IV, or which results in an
overdraft for some other reason, or if a Fund is, for any other reason, indebted
to the Custodian (except a borrowing for investment or for temporary or
emergency purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this Article X), such
overdraft or indebtedness shall be deemed to be a loan made by the Custodian to
a Fund payable on demand and shall bear interest from the date incurred at a
rate per annum (based on a 360-day year for the actual number of days involved)
equal to 1/2% over the Custodian's prime commercial lending rate in effect from
time to time, such rate to be adjusted on the effective date of any change in
such prime commercial lending rate but in no event to be less than 6% per annum.
Any such overdraft or indebtedness shall be reduced by an amount equal to the
total of all amounts due a Fund which have not been collected by the Custodian
on behalf of a Fund when due because of the failure of the Custodian to make
timely demand or presentment for payment. In addition, the Trust on behalf of a
Fund hereby agrees that the Custodian shall have a continuing lien and security
interest in and to any property at any time held by it for the benefit of a Fund
or in which a Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third party acting on
the Custodian's behalf. The Trust authorizes the Custodian, in its sole
discretion, at any time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account standing to a Fund's
credit on the Custodian's books.
2. A Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
from which it borrows money for investment or for temporary or emergency
purposes using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank setting forth the
amount which such bank will loan to a Fund against delivery of a stated amount
of collateral. A Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such borrowing: (a) the name of the bank; (b)
the amount and terms of the borrowing, which may be set forth by incorporating
by reference an attached promissory note, duly endorsed by a Fund, or other loan
agreement; (c) the time and date, if known, on which the loan is to be entered
into; (d) the date on which the loan becomes due and payable; (e) the total
amount payable to a Fund on the borrowing date; (f) the market value of
Securities to be delivered as collateral for such loan, including the name of
the issuer, the title and the number of shares or the principal of any
particular Securities; and (g) a statement specifying whether such loan is for
investment purposes or for temporary or emergency purposes and that such loan is
in conformance with the Investment Company Act of 1940 and a Fund's prospectus.
The Custodian shall deliver on the borrowing date specified in a Certificate the
specified collateral and the executed promissory note, if any, against delivery
by the lending bank of the total amount of the loan payable, provided that the
same conforms to the total amounts payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights therein given the
lending bank by virtue of any promissory note or loan agreement. The Custodian
shall deliver such Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described in this
paragraph. A Fund shall cause all Securities released from collateral status to
be returned directly to the Custodian, and the Custodian shall receive from time
to time such return of collateral as may be tendered to it. In the event that a
Fund fails to specify in a Certificate the name of the issuer, the title and
number of shares or the principal amount of any particular Securities to be
delivered as collateral by the Custodian, the Custodian shall not be under any
obligation to deliver any Securities.
ARTICLE XI
LOANS OF PORTFOLIO SECURITIES OF THE FUND
1. If a Fund is permitted by the terms of the Trust's Declaration
of Trust and as disclosed in a Fund's most recent and currently effective
prospectus to lend its portfolio Securities, within twenty-four (24) hours after
each loan of portfolio Securities a Fund shall deliver or cause to be delivered
to the Custodian a Certificate specifying with respect to each such loan; (a)
the name of the issuer and the title of the Securities; (b) the number of shares
or the principal amount loaned; (c) the date of loan and delivery; (d) the total
amount to be delivered to the Custodian against the loan of the Securities,
including the amount of cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or financial institution to
which the loan was made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to which the loan was
made upon receipt of the total amount designated as to be delivered against the
loan of Securities. The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or Depository only in the
form of a certified or bank cashier's check payable to the order of a Fund or
the Custodian drawn on New York Clearing House funds and may deliver Securities
in accordance with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of Securities by a
Fund, it shall deliver or cause to be delivered to the Custodian a Certificate
specifying with respect to each such loan termination and return of Securities:
(a) the name of the issuer and the title of the Securities to be returned; (b)
the number of shares or the principal amount to be returned; (c) the date of
termination; (d) the total amount to be delivered by the Custodian (including
the cash collateral for such Securities minus any offsetting credits as
described in said Certificate); and (e) the name of the broker, dealer or
financial institution from which the Securities will be returned. The Custodian
shall receive all Securities returned from the broker, dealer, or financial
institution to which such Securities were loaned and upon receipt thereof shall
pay, out of the moneys held for the account of a Fund, the total amount payable
upon such return of Securities as set forth in the Certificate.
<PAGE>
ARTICLE XII
THE CUSTODIAN
1. Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage, including attorney's fees,
resulting from its action or omission to act or otherwise, either hereunder or
under any Margin Account Agreement, except for any such loss or damage arising
out of its own negligence or willful misconduct. The Custodian may, with respect
to questions of law arising hereunder or under any Margin Account Agreement,
apply for and obtain the advice and opinion of counsel to a Fund or of its own
counsel, at the expense of a Fund, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to a Fund for any loss or damage
resulting from the use of the Book-Entry System or any Depository arising by
reason of any negligence, misfeasance or willful misconduct on the part of the
Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any Securities purchased, sold or
written by or for a Fund, the legality of the purchase, sale or writing thereof,
or the propriety of the amount paid or received thereof;
(b) The legality of the issue or sale of any of a Fund's Shares,
or the sufficiency of the amount to be received therefor;
(c) The legality of the redemption of any of a Fund's Shares, or
the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any dividend by
a Fund;
(e) The legality of any borrowing by a Fund using Securities as
collateral;
(f) The legality of any loan of portfolio Securities pursuant to
Article XI of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a broker,
dealer or financial institution or held by it at any time as a result of such
loan of portfolio Securities of a Fund is adequate collateral for a Fund against
any loss it might sustain as a result of such loan. The Custodian specifically,
but not by way of limitation, shall not be under any duty or obligation
periodically to check or notify a Fund that the amount of such cash collateral
held by it for a Fund is sufficient collateral for a Fund, but such duty or
obligation shall be the sole responsibility of a Fund. In addition, the
Custodian shall be under no duty or obligation to see that any broker, dealer or
financial institution to which portfolio Securities of a Fund are lent pursuant
to Article XI of this Agreement makes payment to it of any dividends or interest
which are payable to or for the account of a Fund during the period of such loan
or at the termination of such loan, provided, however, that the Custodian shall
promptly notify a Fund in the event that such dividends or interest are not paid
and received when due; or
(g) The sufficiency or value of any amounts of money and/or
Securities held in any Margin Account, Segregated Security Account or Collateral
Account in connection with transactions by a Fund. In addition, the Custodian
shall be under no duty or obligation to see that any broker, dealer, or Clearing
Member makes payment to a Fund of any variation margin payment or similar
payment which a Fund may be entitled to receive from such broker, dealer, or
Clearing Member, to see that any payment received by the Custodian from any
broker, dealer, or Clearing Member is the amount a Fund is entitled to receive,
or to notify a Fund of the Custodian's receipt or non-receipt of any such
payment; provided however that the Custodian, upon a Fund's written request,
shall as Custodian, demand from any broker, dealer, or Clearing Member
identified by a Fund the payment of any variation margin payment or similar
payment that a Fund asserts it is entitled to receive pursuant to the terms of a
Margin Account Agreement or otherwise from such broker, dealer, or Clearing
Member.
3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft or other
instrument for the payment of money, received by it on behalf of a Fund until
the Custodian actually receives and collects such money directly or by the final
crediting of the account representing a Fund's interest at the Book-Entry System
or the Depository.
4. The Custodian shall have no responsibility and shall not be
liable for ascertaining or acting upon any calls, conversions, exchanges,
offers, tenders, interest rate changes or similar matters relating to Securities
held in the Depository unless the Custodian shall have actually received timely
notice from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to collect, or for
the late collection or late crediting by the Depository of any amount payable
upon Securities deposited in the Depository which may mature or be redeemed,
retired, called or otherwise become payable. However, upon receipt of a
Certificate from a Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the Depository on behalf of
a Fund, except that the Custodian shall not be under any obligation to appear
in, prosecute or defend any action, suit or proceeding in respect to any
Securities held by the Depository which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to a Fund from the Transfer Agent
of a Fund nor to take any action to effect payment or distribution by the
Transfer Agent of a Fund of any amount paid by the Custodian to the Transfer
Agent of a Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the Securities upon which such
amount is payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.
7. The Custodian may appoint one or more banking institutions as
Depository or Depositories or as sub-custodian(s), including, but not limited
to, banking institutions located in foreign countries, of Securities and moneys
at any time owned by a Fund, upon terms and conditions approved in a
Certificate, which shall, if requested by the Custodian, be accompanied by an
approving resolution of the Trust's Board of Trustees adopted in accordance with
Rule 17f-5 under the Investment Company Act of 1940, as amended.
8. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by it for the
account of a Fund are such as properly may be held by a Fund under the
provisions of its Declaration of Trust.
9. The Custodian shall be entitled to receive and each Fund agrees
to pay to the Custodian all out-of-pocket expenses and fees as set forth in
Appendix D attached hereto. The Custodian may charge such fees and any expenses
incurred by the Custodian in the performance of its duties against any money
held by it for the account of a Fund. The Custodian shall also be entitled to
charge against any money held by it for the account of a Fund the amount of any
loss, damage, liability or expense, including attorney's fees, for which it
shall be entitled to reimbursement under the provisions of this Agreement. The
expense which the Custodian may charge against the account of a Fund include,
but are not limited to, the expenses of Sub-Custodians of the Custodian incurred
in settling outside of New York City transactions involving the purchase and
sale of Securities of a Fund.
10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be entitled
to rely upon any Oral Instructions and any Written Instructions actually
received by the Custodian pursuant to Article IV or VII hereof. A Fund agrees to
forward to the Custodian a Certificate or facsimile thereof, confirming such
Oral Instructions or Written Instructions in such manner so that such
Certificate or facsimile thereof is received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business of the same day that such
Oral Instructions or Written Instructions are given to the Custodian. A Fund
agrees that the fact that such confirming instructions are not received by the
Custodian shall in no way affect the validity of the transactions hereby
authorized by a Fund. A Fund agrees that the Custodian shall incur no liability
to a Fund in acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions, provided such instructions reasonably appear to
have been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement. Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification of
any amount to be paid to a broker, dealer, or Clearing Member.
12. The books and records pertaining to a Fund which are in the
possession of the Custodian shall be the property of a Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as amended, and other applicable securities laws, rules and
regulations. A Fund, or a Fund's authorized representative(s), shall have access
to such books and records during the Custodian's normal business hours. Upon the
reasonable request of a Fund, copies of any such books and records shall be
provided by the Custodian to a Fund or a Fund's authorized representative(s) at
a Fund's expense.
13. The Custodian shall provide the Trust with any report obtained
by the Custodian on the system of internal accounting control of the Book-Entry
System or the Depository and with such reports on its own systems of internal
accounting control as the Trust may reasonably request from time to time.
14. A Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or incurred because of or in
connection with the Custodian's payment or non-payment of checks pursuant to
paragraph 6 of Article IX as part of any check redemption privilege program of a
Fund, except for any such liability, claim, loss and demand arising out of the
Custodian's own negligence or willful misconduct.
15. Subject to the foregoing provisions of this Agreement, the
Custodian may deliver and receive Securities, and receipts with respect to such
Securities, and arrange for payments to be made and received by the Custodian in
accordance with the customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement or Appendix D attached hereto, and no covenant or obligation
shall be implied in this Agreement against the Custodian.
ARTICLE XIII
TERMINATION
1. This Agreement shall continue until January 1998, and
thereafter shall continue automatically for successive annual periods ending on
the last day of December of each year, provided such continuance is specifically
approved at least annually by (i) the Trust's Trustees or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of a Fund's
outstanding voting securities, provided that in either event its continuance
also is approved by a majority of the Trust's Trustees who are not "interested
persons" (as defined in said Act) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty, on sixty (60) days' notice, by the
Trust's Trustees or, by vote of holders of a majority of a Fund's Shares or,
upon not less than ninety (90) days' notice, by the Custodian. In the event such
notice is given by a Fund, it shall be accompanied by a copy of a resolution of
the Trustees of the Trust on behalf of a Fund, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement and designating a
successor custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by the Custodian, a Fund shall, on or
before the termination date, deliver to the Custodian a copy of a resolution of
the Trustees, certified by the Secretary or any Assistant Secretary, designating
a successor custodian or custodians. In the absence of such designation by a
Fund, the Custodian may designate a successor custodian which shall be a bank or
trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. Upon the date set forth in such notice, this Agreement shall
terminate and the Custodian shall, upon receipt of a notice of acceptance by the
successor custodian, on that date deliver directly to the successor custodian
all Securities and moneys then owned by a Fund and held by it as Custodian,
after deducting all fees, expenses, and other amounts for the payment of
reimbursement of which shall then be entitled.
2. If a successor custodian is not designated by the Trust on
behalf of a Fund or the Custodian in accordance with the preceding paragraph, a
Fund shall, upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all Securities (other than
Securities held in the Book-Entry System which cannot be delivered to a Fund)
and moneys then owned by a Fund, be deemed to be its own custodian, and the
Custodian shall thereby be relieved of all duties and responsibilities pursuant
to this Agreement, other than the duty with respect to Securities held in the
Book-Entry System, in any Depository or by a Clearing Member which cannot be
delivered to a Fund, to hold such Securities hereunder in accordance with this
Agreement.
ARTICLE XIV
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate signed by two of
the present Officers of the Trust under its seal, setting forth the names and
the signatures of the present Authorized Persons. The Trust agrees to furnish to
the Custodian a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or in the event that
other or additional Authorized Persons are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed by two of
the present Officers of the Trust, setting forth the names and the signatures
of the present Officers of the Trust. A Fund agrees to furnish to the Custodian
a new Certificate in similar form in the event any such present Officer ceases
to be an Officer of the Trust, or in the event that other or additional Officers
are elected or appointed. Until such new Certificate shall be received, the
Custodian shall be fully be protected in acting under the provisions of this
Agreement upon the signatures of the Officers as set forth in the last delivered
Certificate.
3. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be deemed
sufficiently given if addressed to the Custodian and mailed or delivered to it
at its offices at 420 Montgomery Street, San Francisco, California, 94105, or at
such other place as the Custodian may from time to time designate in writing.
4. Any notice or other instrument in writing, authorized or
required by this Agreement to be given by or on behalf of a Fund, shall be
deemed sufficiently given if addressed to a Fund and mailed or delivered to it
at its office at 111 Center Street, Little Rock, Arkansas, 72201, or at such
other place as a Fund may from time to time designate in writing.
5. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties to this Agreement and
approved by a resolution of the Trustees of the Trust.
6. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successor(s) and assign(s); provided,
however, that this Agreement shall not be assignable by the Trust without the
written consent of the Custodian, or by the Custodian without the written
consent of the Trust, authorized or approved by a resolution of its Trustees.
7. This Agreement shall be construed in accordance with the laws
of the State of California without giving effect to the choice of law provisions
thereof.
8. This Agreement may be executed in any number of counterparts,
each which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
<PAGE>
-A-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective Officers, thereunto duly authorized, as of
the day and year first above written.
Wells Fargo Funds Trust BARCLAYS GLOBAL INVESTORS, N.A.
By: /s/ Richard H. Blank, Jr. By: /s/ Mike Fisher
Name: Richard H. Blank, Jr. Name: Mike Fisher
Title: Assistant Secretary Title: Managing Director
By: /s/ Rochelle Siote
Name: Rochelle Siote
Title: Principal
<PAGE>
APPENDIX A
AUTHORIZED PERSONS
Pursuant to Article I, Para. 1, and Article XIV, Para. 1, of the Custody
Agreement, the following persons have been authorized by the Board of Trustees
to give Oral Instructions and Written Instructions on behalf of a Fund.
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
By: /s/
Name: Richard H. Blank, Jr.
Title: Secretary and Treasurer
<PAGE>
APPENDIX B
OFFICERS
Pursuant to Article I, Para. 8, and Article XIV, Para. 2, of the Custody
Agreement, the term "Officers" does not include any persons other than the
President, Vice President, Secretary, Treasurer, Controller, Assistant Secretary
and Assistant Treasurer; and the following persons are Officers of the Trust
authorized by the Board of Trustees to execute any Certificate, instruction,
notice or other instrument on behalf of a Fund.
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
Signature: ____________________________
Name: _________________________________
By: _____________________ By: _______________________
Name: _____________________ Name: _______________________
Title: _____________________ Title: : _______________________
<PAGE>
APPENDIX C
DESIGNATED PUBLICATIONS LIST FOR CALLED INSTRUMENTS
The following publications are designated publications for the purposes of
Article III, Para. 5(b):
A. The Bond Buyer
B. The Depository Trust Company Notices
C. Financial Daily Card Services
D. The New York Times
E. Standard & Poor's Called Bond Record
F. The Wall Street Journal
<PAGE>
-D-
APPENDIX D
CUSTODY FEES
Net Asset Charge 0.0167% (1.67 bps) annually
Transaction Charges:
Depository Eligible $10.00 ea.
Physical Delivery $20.00 ea.
Principal & Interest Paydown $10.00 ea.
Sweeps $-0-
<PAGE>
-E-
APPENDIX E
Asset Allocation Fund
Index Allocation Fund
Approved by the Board of Trustees: August 19, 1999.
EX99.B(g)(2)
CUSTODY AGREEMENT
WELLS FARGO FUNDS TRUST
AGREEMENT, dated as of November 8, 1999, between Wells Fargo Funds
Trust, a business Trust organized under the laws of the State of Delaware with
its principal place of business at 111 Center Street, Little Rock, Arkansas
72201 and Norwest Bank Minnesota, N.A. (the "Custodian"), a banking association
organized under the laws of the United States of America with its principal
place of business at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company;
and
WHEREAS, the Trust desires to appoint the Custodian as custodian of the
securities and cash of the investment portfolios ("Fund") listed in Appendix A
and the Custodian is willing to act in such capacity upon the terms and
conditions set forth below.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings specified, insofar as the context will allow.
(a) 1940 Act: The term 1940 Act shall mean the Investment Company Act of
1940, as amended from time to time. -----------------
(b) Authorized Person: The term Authorized Person shall be deemed to
include the treasurer, the controller or any other person, whether or
not any such person is an Officer or employee of the Trust, duly
authorized by the Board of Trustees ("Trustees") to give Oral
Instructions and Written Instructions on behalf of the Fund and listed
in the Certificate attached hereto as Appendix B or such other
Certificate as may be received from time to time by the Custodian.
(c) Authorized Administrative Person: The term Authorized Administrative
Person shall mean those persons, duly authorized by the Board of
Trustees, to give Oral and Written Instructions with respect to the
payment of expenses for designated Funds.
(d) Board: The term Board shall mean the Board of Trustees of the Trust.
(e) Book-Entry Account: The term Book-Entry Account shall mean an account
maintained by a Federal Reserve Bank in which Book-Entry Securities are
held.
(f) Book-Entry Securities: The term Book-Entry Securities shall mean
securities issued by the United States Treasury and United States
Federal agencies and instrumentalities that are maintained in the
book-entry system maintained by a Federal Reserve Bank.
(g) Certificate: The term Certificate shall mean any notice, instruction,
or other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually received by
the Custodian and signed on behalf of a Fund by any two Officers of the
Trust.
(h) Clearing Member: The Term Clearing Member shall mean a registered
broker-dealer that is a member of a national securities exchange
qualified to act as a custodian for an investment company, or any
broker-dealer reasonably believed by the Custodian to be such a
clearing member.
(i) Depository: The term Depository shall mean The Depository Trust Company
("DTC"), Participants Trust Company ("PTC"), and any other clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, its successor(s)
and its nominee(s), provided the Custodian has received a certified
copy of a resolution of the Board of Trustees specifically approving
deposits in DTC, PTC or such other clearing agency. The term
"Depository" shall further mean and include any person authorized to
act as a depository pursuant to Section 17, Rule 17f-4 or Rule 17f-5
under the 1940 Act, its successor(s) and its nominee(s), specifically
identified in a certified copy of a resolution of the Board of Trustees
approving deposits therein by the Custodian.
(j) Custodian: The term Custodian shall mean the Custodian in its capacity as
custodian under this Agreement.
(k) Foreign Securities: The term Foreign Securities shall mean "Foreign
Securities" as that term is defined in Rule 17f-5 under the 1940 Act.
(l) Foreign Custodian: The term Foreign Custodian shall mean "Eligible
Foreign Custodian" as that term is defined in Rule 17f-5 under the 1940
Act.
(m) Fund Business Day: The term Fund Business Day shall mean a day that is
a business day for a Fund as defined in the Fund's prospectus.
(n) Funds: The term Funds shall mean the Funds listed in Appendix A or any
Fund that the Trust shall subsequently establish, provided that the
Custodian may decline to act as custodian for any Fund subsequently
established.
(o) Margin Account: The term Margin Account shall mean a segregated account
in the name of a broker, dealer, or Clearing Member, or in the name of
the Trust or a Fund for the benefit of a broker, dealer, or Clearing
Member, or otherwise, in accordance with an agreement between the Trust
on behalf of a Fund, the Custodian and a broker, dealer, or Clearing
Member (a "Margin Account Agreement"), separate and distinct from the
custody account, in which certain Securities and/or moneys of a Fund
shall be deposited and withdrawn from time to time in connection with
such transactions as the Fund may from time to time determine.
Securities held in the Book-Entry System or the Depository shall be
deemed to have been deposited in, or withdrawn from, a Margin Account
upon the Custodian's effecting an appropriate entry on its books and
records.
(p) Money Market Securities: The term Money Market Securities shall be
deemed to include, without limitation, debt obligations issued or
guaranteed as to principal and interest by the government of the United
States or agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank time
deposits, where the purchase and sale of such securities normally
requires settlement in federal funds on the same date as such purchase
or sale.
(q) Officers: The term Officers shall be deemed to include the President,
Vice President, the Secretary, the Treasurer, the Controller, any
Assistant Secretary, any Assistant Treasurer or any other person or
persons duly authorized by the Trustees of the Trust to execute any
Certificate, instruction, notice or other instrument on behalf of the
Fund and listed in the Certificate attached hereto as Appendix B or
such other Certificate as may be received by the Custodian from time to
time.
(r) Oral Instructions: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or
information of any kind transmitted to the Custodian in person or by
telephone, vocal telegram or other electronic means, by a person or
persons reasonably believed in good faith by the Custodian to be a
person or persons authorized by a resolution of the Board to give Oral
Instructions on behalf of the Trust or a Fund. Each Oral Instruction
shall specify whether it is applicable to the entire Trust or a
specific Fund of the Trust.
(s) Reverse Repurchase Agreement: The term Reverse Repurchase Agreement
shall mean an agreement pursuant to which a Fund sells Securities and
agrees to repurchase such Securities at a described or specified date
and price.
(t) Securities: The term Securities shall mean bonds, debentures, notes,
stocks, shares, evidences of indebtedness, and other securities and
investments from time to time owned by the Trust.
(u) Securities Depository: The term Securities Depository shall mean a
system, domestic or foreign, for the central handling of securities in
which all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery
of the securities and shall include any system for the issuance of
Book-Entry Securities.
(v) Segregated Security Account: shall mean an account maintained under the
terms of this Agreement as a segregated account, by recordation or
otherwise, within the custody account in which certain Securities
and/or other assets of a Fund shall be deposited and withdrawn from
time to time in accordance with Certificates received by the Custodian
in connection with such transactions as a Fund may from time to time
determine.
(w) Share Certificates: The term Share Certificates shall mean the certificates
for the Shares.
(x) Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares, as reflected on the share registry
records of the Trust.
(y) Shares: The term Shares shall mean the shares of common stock of a
Fund, each of which, in the case of a Fund having Series, is allocated
to a particular Series.
(z) Sub-Custodian: The term Sub-Custodian shall mean any person selected by
the Custodian under Section 20 hereof and in accordance with the
requirements of the 1940 Act to custody any or all of the Securities
and cash of the Trust, and shall include Foreign Sub-Custodians.
(aa) Trust: The term Trust shall mean Wells Fargo Funds Trust.
(bb) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or
information of any kind transmitted to the Custodian in original
writing containing original signatures, or a copy of such document
transmitted by telecopy, including transmission of such signature, or
other mechanical or documentary means, at the request of a person or
persons reasonably believed in good faith by the Custodian to be a
person or persons authorized by a resolution of the Board to give
Written Instructions on behalf of the Trust or a Fund. Each Written
Instruction shall specify whether it is applicable to the entire Trust
or a specific Fund of the Trust.
SECTION 2. APPOINTMENT
The Trust hereby appoints the Custodian as custodian of the Securities
and cash of each Fund from time to time on deposit hereunder. The Securities and
cash of each Fund shall be and remain the sole property of the Fund and the
Custodian shall have only custody thereof. The Custodian shall hold, earmark and
physically segregate for the appropriate Fund account of the Trust all non-cash
property, including all Securities that are not maintained pursuant to Section 6
in a Securities Depository or Book-Entry Account. The Custodian will collect
from time to time the dividends and interest of the Securities held by the
Custodian.
The Custodian shall open and maintain a separate bank or trust account
or accounts in the name of the Trust and each Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement, and shall
hold in such account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Trust or a Fund. Notwithstanding
the foregoing, a separate bank account may be established by the Trust to be
used as a petty cash account in accordance with Rule 17f-3 under the 1940 Act
and the Custodian shall have not duty or liability with regard to such account.
Upon receipt of Written Instructions, funds held by the Custodian for a
Fund may be deposited by the Custodian to its credit in the banking department
of the Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.
SECTION 3. DELIVERY OF BOARD RESOLUTIONS
The Trust shall, as necessary, file with the Custodian a certified copy
of the operative resolution of the Board authorizing execution of Written
Instructions and the number of signatories required and setting forth authentic
signatures of all signatories authorized to sign on behalf of the Trust or any
Fund thereof. Such resolution shall constitute conclusive evidence of the
authority of all signatories designated therein to act and shall be considered
in full force and effect, with the Custodian fully protected in acting in
reliance thereon, until the Custodian receives a certified copy of a replacement
resolution adding or deleting a person or persons authorized to give written
Instructions.
The Trust shall, as necessary, file with the Custodian a certified copy
of the operative resolution of the Board authorizing the transmittal of Oral
Instructions and specifying the person or persons authorized to give Oral
Instructions on behalf of the Trust or any Fund. Such resolution shall
constitute conclusive evidence of the authority of the person or persons
designated therein to act and shall be considered in full force and effect, with
the Custodian fully protected in acting in reliance therein, until the Custodian
actually receives a certified copy of a replacement resolution adding or
deleting a person or persons authorized to give Oral Instructions. If the
officer certifying the resolution is authorized to give Oral Instructions, the
certification shall also be signed by a second officer of the Trust.
SECTION 4. INSTRUCTIONS
For all purposes under this Agreement, the Custodian is authorized to
act upon receipt of the first of any Written or Oral Instruction it receives. If
the first Instruction is an Oral Instruction, the Trust shall deliver or have
delivered to the Custodian a confirmatory Written Instruction; and if the
Custodian receives an Instruction, whether Written or Oral, with respect to a
Securities transaction, the Trust shall cause the broker or dealer to send a
written confirmation of the transaction to the Custodian. The Custodian shall be
entitled to rely on the first Instruction received and, for any act or omission
undertaken in compliance therewith, shall be free of liability and fully
indemnified and held harmless by the Trust. The sole obligation of the Custodian
with respect to any confirmatory Written Instruction or broker or dealer written
confirmation shall be to make reasonable efforts to detect any discrepancy
between the original Instruction and such confirmation and to report such
discrepancy to the Trust. The Trust shall be responsible, at the Trust's
expense, for taking any action, including any reprocessing, necessary to correct
any discrepancy or error, and to the extent such action requires the Custodian
to act, the Trust shall give the Custodian specific Written Instructions as to
the action required.
SECTION 5. DEPOSIT OF TRUST ASSETS
The Trust will initially transfer and deposit or cause to be
transferred and deposited with the Custodian all of the Securities, other
property and cash owned by each Fund at the time this Agreement becomes
effective, provided that the Custodian shall have the right, in its sole
discretion, to refuse to accept any securities or other property that are not in
proper form for deposit or any reason. Such transfer and deposit shall be
evidenced by appropriate schedules duly executed by the Trust on behalf of the
Fund. The Trust may deposit with the Custodian additional Securities of the
Funds and dividends or interest collected on such Securities as the same are
acquired from time to time.
The Trust will cause to be deposited with the Custodian from time to
time (i) the net proceeds of Securities sold, (ii) the applicable net asset
value of Shares sold, whether representing initial issue or any other securities
and (iii) cash as may be acquired. Deposits with respect to sales of Shares
shall be accompanied by Written or Oral Instructions stating the amount to be
deposited with the Custodian and registration instructions.
SECTION 6. DEPOSIT OF TRUST ASSETS WITH THIRD PARTIES
The Trust hereby authorizes the Custodian to deposit assets of the
Funds as follows:
(a) With the Custodian or any other bank licensed and regularly
examined by the United States or any state thereof assets held in the Option
Account created pursuant to Section 13(b).
(b) In the Custodian or Sub-Custodian's account(s) with any Securities
Depository as the Trust shall permit by Written or Oral Instruction.
(c) Book-Entry Securities belonging to a Fund in a Book-Entry Account
maintained for the Custodian.
So long as any deposit referred to in (b) or (c) above is maintained
for a Fund, the Custodian shall: (i) deposit the Securities in an account that
includes only assets held by the Custodian for customers; (ii) send the Trust a
confirmation (i.e., an advice of notice of transaction) of any transfers of the
Trust or a Fund to or from the account; (iii) with respect to Securities of a
Fund transferred to the account, identify as belonging to the Fund a quantity of
securities in a fungible bulk of securities that are registered in the name of
the Custodian or its nominee, or credited to the Custodian's account on the
books of a Securities Depository or the Custodian's agent; (iv) promptly send to
the Trust all reports it receives from the appropriate Federal Reserve Bank or
Securities Depository on its respective system of internal accounting control;
and (v) send to the Trust such reports of the systems of internal accounting
control of the Custodian and its agents through which Securities are deposited
as are available and as the Trust may reasonably request from time to time.
The Custodian shall be liable to the Trust or affected Fund for any
loss or damage to the Trust or the Fund resulting from the negligence (including
failure to act), fault or willful misconduct of the Custodian, its agents or
employees in selecting a Securities Depository or Book-Entry Account. The
Custodian shall not waive any rights it may have against a Securities Depository
or Federal Reserve Bank. The Trust on behalf of the affected Fund may elect to
be subrogated to the rights of the Custodian against the Securities Depository
or Federal Reserve Bank or any other person with respect to any claim that the
Custodian may have as a consequence of any such loss or damage, if and to the
extent that the Trust or the affected Fund has not been made whole for any such
loss or damage.
SECTION 7. REGISTRATION OF SECURITIES
The Securities held by the Custodian, unless payable to bearer or
maintained in a Securities Depository or Book-Entry Account pursuant to Section
6, shall be registered in the name of the Custodian or in the name of its
nominee, or if directed by Written Instructions, in the name of the Fund or its
nominee. In the event that any Securities are registered in the name of the Fund
or its nominee, the Trust on behalf of the Fund will endorse, or cause to be
endorsed, to the Custodian dividend and interest checks, or will issue
appropriate orders to the issuers of the Securities to pay dividends and
interest to the Custodian. Securities, excepting bearer securities, delivered
from time to time to the Custodian shall, in all cases, be in due form for
transfer, or registered as above provided.
SECTION 8. DISBURSEMENTS OF CASH
The Custodian is hereby authorized and directed to disburse cash to or
from a Fund from time to time as follows:
(a) For the purchase of Securities by the Fund, upon receipt by the
Custodian of (i) Written or Oral Instructions specifying the Securities and
stating the purchase price and the name of the broker, investment banker or
other party to or upon whose order the purchase price is to be paid and (ii)
either the Securities so purchased, in due form for transfer or already
registered as provided in Section 7, or notification by a Securities Depository
or a Federal Reserve Bank that the Securities have been credited to the
Custodian's account with the Securities Depository or Federal Reserve Bank.
(b) For transferring funds, including mark-to-the-market payments, in
connection with a repurchase agreement covering Securities that have been
received by the Custodian as provided in subsection (a) above, upon receipt by
the Custodian of (i) Written or Oral Instruction specifying the Securities, the
purchase price and the party to whom the purchase price is to be paid and (ii)
written agreement to repurchase the Securities from the Fund.
(c) For transferring funds to a duly-designated redemption paying agent
to redeem or repurchase Shares, upon receipt of (i) either Share Certificates in
due form for transfer, or proper processing of Shares for which no Share
Certificates are outstanding and (ii) Written or Oral Instructions stating the
applicable redemption price.
(d) For exercising warrants and rights received upon the Securities,
upon timely receipt of Written or Oral Instructions authorizing the exercise of
such warrants and rights and stating the consideration to be paid.
(e) For repaying, in whole or in part, any loan of a Fund, or returning
cash collateral for Securities loaned by a Fund, upon receipt of Written or Oral
Instructions directing payment and stating the Securities, if any, to be
received against payment.
(f) For paying over to a duly-designated dividend disbursing agent such
amounts as may be stated in Written or Oral Instructions as the Fund deems
appropriate to include in dividends or distributions declared on the Shares.
(g) For paying or reimbursing the Fund for other corporate
expenditures, upon receipt of Written or Oral Instructions stating that such
expenditures are or were authorized by resolution of the Board and specifying
the amount of payment, the purposes for which such payment is to be made, and
the person or persons to whom payment is to be made.
(h) For transferring funds to any Sub-Custodian, upon receipt of
Written or Oral Instructions and upon agreement by the Custodian.
(i) To advance or pay out accrued interest on bonds purchased,
dividends on stocks sold and similar items.
(j) To pay proper compensation and expenses of the Custodian.
(k) To pay, or provide the Fund with money to pay, taxes, upon receipt
of appropriate Written or Oral Instructions.
(l) To transfer funds to a separate checking account maintained by the
Trust on behalf of a Fund.
(m) To pay interest, management or supervisory fees, administration,
dividend and transfer agency fees and costs, compensation of personnel and
operating expenses, including but not limited to fees for legal, accounting and
auditing services.
Before making any payments or disbursements, however, the Custodian
shall receive, and may conclusively rely upon, Written or Oral Instructions
requesting such payment or disbursement and stating that it is for one or more
or the purposes enumerated above. Notwithstanding the foregoing, the Custodian
may disburse cash for other corporate purposes; provided, however, that such
disbursement maybe made only upon receipt of Written or Oral Instructions
stating that such disbursement was authorized by resolution of the Board.
SECTION 9. DELIVERY OF SECURITIES
The Custodian is hereby authorized and directed to deliver Securities
of the Funds from time to time as follows:
(a) For completing sales of Securities sold by a Fund, upon receipt of
(i) Written or Oral Instructions specifying the Securities sold, the amount to
be received and the broker, investment banker or other party to or upon whose
order the Securities are to be delivered and (ii) the net proceeds of sale;
provided, however, that the Custodian may accept payment in connection with the
sale of Book-Entry Securities and Securities on deposit with a Securities
Depository by means of a credit in the appropriate amount to the account
described in Section 6(b) or (c) above.
(b) For exchanging Securities for other Securities (and cash, if
applicable), upon timely receipt of (i) Written or Oral Instructions stating the
Securities to be exchanged, cash to be received and the manner in which the
exchange is to be made and (ii) the other Securities (and cash, if applicable)
as specified in the Written or Oral Instructions.
(c) For exchanging or converting Securities pursuant to their terms or
pursuant to any plan of conversion, consolidation, recapitalization,
reorganization, re-adjustment or otherwise, upon timely receipt of (i) Written
or Oral Instructions authorizing such exchange or conversion and stating the
manner in which such exchange or conversion is to be made and (ii) the
Securities, certificates of deposit, interim receipts, and/or cash to be
received as specified in the Written or Oral Instructions.
(d) For presenting for payment Securities that have matured or have
been called for redemption;
(e) For delivering Securities upon redemption of Shares in kind, upon
receipt of (i) Share Certificates in due form for transfer, or proper processing
of Shares for which no Share Certificates are outstanding and (ii) appropriate
Written or Oral Instructions.
(f) For depositing with the lender Securities to be held as collateral
for a loan to a Fund or depositing with a borrower Securities to be loaned by a
Fund, (i) upon receipt of Written or Oral Instructions directing delivery to the
lender or borrower and suitable collateral, if Securities are loaned or (ii)
pursuant to the terms of a separate securities lending agreement.
(g) For complying with a repurchase agreement, upon receipt of Written
or Oral Instructions stating (i) the securities to be delivered and the payment
to be received and (ii) payment.
(h) For depositing with a depository agent in connection with a tender
or other similar offer to purchase Securities of a Fund, upon receipt of Written
or Oral Instructions.
(i) For depositing Securities with the issuer thereof, or its agents,
for the purpose of transferring such Securities into the name of a Fund, the
Custodian or any nominee of either in accordance with Section 7.
(j) For other proper corporate purposes; provided, that the Custodian
shall receive Written or Oral Instructions requesting such delivery.
(k) Notwithstanding the foregoing, the Custodian may, without Written
or Oral Instructions, surrender and exchange Securities for other Securities in
connection with any reorganization, recapitalization, or similar transaction in
which the owner of the Securities is not given an option; provided, however,
that the Custodian has no responsibility to effect any such exchange unless it
has received actual notice of the event permitting or requiring such exchange.
To facilitate any such exchange, the Custodian is authorized to surrender
against payment maturing obligations and obligations called for redemption and
to effectuate the exchange in accordance with customary practices and procedures
established in the market for exchanges.
SECTION 10. BORROWINGS
The Fund will cause any person (including the Custodian) from which it
borrows money using Securities as collateral to deliver to the Custodian a
notice of undertaking in the form currently employed by the lender setting forth
the amount that the lender will loan to the Trust against delivery of a stated
amount of collateral. The Fund shall promptly deliver to the Custodian Written
or Oral Instructions for each loan, stating (i) the name of the lender, (ii) the
amount and terms of the loan, which terms may be specified by incorporating by
reference an attached promissory note or loan agreement duly endorsed by the
Trust on behalf of the Fund, (iii) the time and date, if known, on which the
loan will be consummated (the "borrowing date"), (iv) the date on which the loan
becomes due and payable, (v) the total amount payable to the Fund on the
borrowing date, (vi) the market value of Securities to be delivered as
collateral for such loan and (vii) the name of the issuer, the title and the
number of shares or principal amount of the Securities to be delivered as
collateral. The Custodian shall deliver on the borrowing date such specified
collateral and the executed promissory note, if any, and receive from the lender
the total amount of the loan proceeds; provided, however, that no delivery of
Securities shall occur if the amount of loan proceeds does not conform to the
amount set forth in the Written or Oral Instructions, or if such Instruction do
not contain the requirements of (vii) above. The Custodian may, at the option of
the lender, keep such collateral in its possession; provided such collateral is
subject to all rights given the lender by any promissory note or loan agreement
executed by the Trust on behalf of a Fund.
The Custodian shall deliver, from time to time, any Securities required
as additional collateral for any transaction described in this Section, upon
receipt of Written or Oral Instructions. The Fund shall cause all Securities
released from collateral status to be returned directly to the Custodian.
<PAGE>
SECTION 11. INDEBTEDNESS TO CUSTODIAN
If, in its sole discretion, the Custodian advances funds to a Fund to
pay for the purchase of Securities, to cover an overdraft of the Fund's account
with the Custodian, or to pay any other indebtedness to the Custodian, the
Fund's indebtedness shall be deemed to be a loan by the Custodian to the Fund,
payable on demand and bearing interest at the rate specified in the separate
Overdraft and Compensating Balances Procedures; provided, however, that the
Custodian shall give the Fund notice of any such advance that exceeds five
percent of the value of the Securities and cash held by the Custodian at the
time of the advance. The Fund hereby agrees that the Custodian shall have a
continuing lien and security interest, to the extent of any such overdraft or
indebtedness, in any property then held by the Custodian or its agents for the
benefit of the Fund, or in which the Fund may have an interest. The Fund
authorizes the Custodian, in its sole discretion at any time, to charge any such
overdraft or indebtedness, together with interest due thereon, against any
balance then credited to the Fund on the Custodian's books. Under no
circumstances will one Fund be liable for the indebtedness of another Fund.
SECTION 12. COMPENSATING BALANCES
The Custodian may compensate a Fund for any interest earned by the
Custodian on uninvested cash balances maintained in a Fund's account pursuant to
the Overdraft and Compensating Balances Procedures. The Custodian shall maintain
records, or provide the Fund with such records, sufficient to identify payments
made pursuant to this section, and the uninvested cash balance and interest
earned on such balance that prompted the compensating balances payment.
SECTION 13. SECURITIES LOANS
The Custodian may from time to time lend securities of a Fund in
accordance with and pursuant to a separate securities lending agreement.
SECTION 14. OPTIONS, FUTURES CONTRACTS AND SEGREGATED ACCOUNTS
The Custodian's responsibilities regarding option contracts will be
governed by the following sub-paragraphs:
(a) Options.
(i) Upon receipt of Written or Oral Instructions relating to the
purchase of an option or sale of a covered call option, the Custodian shall: (A)
receive and retain confirmations or other documents, if any, evidencing the
purchase or writing of the option; (B) if the transaction involves the sale of a
covered call option, deposit and maintain in a segregated account the Securities
(either physically or by book-entry in a Securities Depository) subject to the
covered call option written on behalf of the Funds; and (C) pay, release and/or
transfer such securities, cash or other assets in accordance with any notices or
other communications evidencing the expiration, termination or exercise of such
options which are furnished to the Custodian by the Options Clearing Corporation
(the "OCC"), the Securities or Options Exchanges on which such options were
traded, or such other organization as may be responsible for handling such
option transactions.
(ii) Upon receipt of instructions relating to the sale of a naked
option (including stock index and commodity options), the Custodian, the Fund
and the broker-dealer shall enter into an agreement to comply with the rules of
the OCC or of any registered national securities exchange or similar
organizations(s). Pursuant to that agreement and any Written or Oral
Instructions, the Custodian shall: (A) receive and retain confirmations or other
documents, if any, evidencing the writing of the option; (B) deposit and
maintain in a segregated account Securities (either physically or by book-entry
in a Securities Depository cash and/or other assets; and (C) pay, release and/or
transfer such Securities, cash or other assets in accordance with any such
agreement and with any notices or other communications evidencing the
expiration, termination or exercise of such option which are furnished to the
Custodian by the OCC, the Securities or Options Exchanges on which such options
were traded, or such other organization as may be responsible for handling such
option transactions. The Custodian shall not be responsible for determining the
quality and quantity of assets held in any segregated account established in
compliance with applicable margin maintenance requirements and the performance
of other terms of any option contract.
(b) Futures Contracts. Upon receipt of Written or Oral Instructions,
the custodian shall enter into a futures margin procedural agreement among the
Fund, the Custodian and the designated futures commission merchant (a
"Procedural Agreement"). Under the Procedural Agreement the Custodian shall: (A)
receive and retain confirmations, if any, evidencing the purchase or sale of a
futures contract or an option on a futures contract by a Series; (B) deposit and
maintain in a segregated account cash, Securities and/or other assets designated
as initial, maintenance or variation "margin" deposits intended to secure the
Funds' performance of its obligations under any futures contracts purchased or
sold, or any options on futures contracts written by the Funds, in accordance
with the provisions of any Procedural Agreement designed to comply with the
provisions of the Commodity Futures Trading Commission and/or any commodity
exchange or contract market (such as the Chicago Board of Trade), or any similar
organization(s), regarding such margin deposits; and (C) release assets from
and/or transfer assets into such margin accounts only in accordance with any
such Procedural Agreements. The Custodian shall not be responsible for
determining the type and amount of assets held in the segregated account or paid
to the broker-dealer in compliance with applicable margin maintenance
requirements and the performance of any futures contract or option on a futures
contract in accordance with its terms.
(c) Segregated Accounts. Upon receipt of Written or Oral Instructions,
the Custodian shall establish and maintain on its books a segregated account or
accounts for and on behalf of the Funds, into which account or accounts may be
transferred assets of each Fund, including Securities maintained by the
Custodian in a Securities Depository, said account or accounts to be maintained
(i) for the purpose of compliance by the Fund with the procedures required by
SEC 1940 Act Release Number 10666 or any subsequent release or releases relating
to the maintenance of segregated accounts by registered investment companies or
(ii) for such other purposes as may be set forth, from time to time in Written
or Oral Instructions. The Custodian shall not be responsible for the
determination of the type or amount of assets to be held in any segregated
account referred to in this paragraph.
SECTION 15. EXERCISE OF POWERS WITH RESPECT TO SECURITIES
The Custodian assumes no duty, obligation or responsibility whatsoever
to exercise any voting or consent powers with respect to the Securities held by
it from time to time hereunder. The Fund or such persons as it may designate
shall have the right to vote, consent or otherwise act with respect to
Securities. The Custodian will exercise its best efforts (as defined in Section
16) to furnish to the Fund in a timely manner all proxies or other appropriate
authorizations with respect to Securities registered in the name of the
Custodian or its nominee, so that the Fund or its designee may vote, consent or
otherwise act.
SECTION 16. COMPENSATION
(a) Each Fund agrees to pay to the Custodian compensation for its
services as set forth in Appendix B hereto, or as shall be set forth in written
amendments to Appendix B approved by the Fund and the Custodian from time to
time.
(b) The Fund shall pay all fees and expenses of any Sub-Custodian
approved by the Fund.
SECTION 17. CORPORATE ACTIVITY
The Custodian will exercise its best efforts to forward to the Fund in
a timely manner all notices of shareholder meetings, proxy statements, annual
reports, conversion notices, call notices, or other notices or written materials
of any kind (excluding share certificates and dividend, principal and interest
payments) sent to the Custodian as registered owner of Securities. Best efforts
as used in this Agreement shall mean the efforts reasonably believed in good
faith by the Custodian to be adequate in the circumstances.
Upon receipt of warrants or rights issued in connection with the assets
of a Fund, the Custodian shall enter into its ledgers appropriate notations
indicating such receipt and shall notify the Fund of such receipt. However, the
Custodian shall have no obligation to take any other action with respect to such
warrants or rights, except as directed in Written or Oral Instructions.
Custodian shall take all reasonable actions, as agreed to by the Trust
and the Custodian, to assist the Trust in obtaining from year to year favorable
opinions from the Trust's independent auditors with respect to the Custodian's
activities hereunder.
SECTION 18. RECORDS
The Custodian acknowledges and agrees that all books and records
maintained for the Trust or a Fund in any capacity under this Agreement are the
property of the Trust and may be inspected by the Trust or any authorized
regulatory agency at any reasonable time. Upon request all such books and
records will be surrendered promptly to the Trust. The Custodian agrees to make
available upon request and to preserve for the periods prescribed in Rule 31a-2
of the 1940 Act any records related to services provided under this Agreement
and required to be maintained by Rule 31a-1 under the 1940 Act.
SECTION 19. LIABILITY
The Custodian assumes only the usual duties and obligations normally
performed by custodians of open-end investment companies. The Custodian
specifically assumes no responsibility for the management, investment or
reinvestment of the Securities from time to time owned by the Funds, whether or
not on deposit hereunder. The Custodian assumes no duty, obligation or
responsibility whatsoever with respect to Securities not deposited with the
Custodian.
The Custodian may rely upon the advice of counsel, who may be counsel
for the Trust or for the Custodian, and upon statements of accountants, brokers
or other persons believed by the Custodian in good faith to be expert in the
matters upon which they are consulted. The Custodian shall not be liable for any
action taken in good faith reliance upon such advice or statements. The
Custodian shall not be liable for action taken in good faith in accordance with
any Written or Oral Instructions, request or advice of the Trust or its
officers, or information furnished by the Trust or its officers. The Custodian
shall not be liable for any non-negligent action taken in good faith and
reasonably believed by it to be within the powers conferred upon it by this
Agreement.
No liability of any kind, other than to the Trust or affected Fund,
shall attach to the Custodian by reason of its custody of the Securities and
cash held by the Custodian hereunder or otherwise as a result of its
custodianship. In the event that any claim shall be made against the Custodian,
it shall have the right to pay the claim and reimburse itself from the assets of
the Fund; provided, however, that no such reimbursement shall occur unless the
Fund is notified of the claim and is afforded an opportunity to contest or
defend the claim, if it so elects. A Fund agrees to indemnify and hold the
Custodian harmless for any loss, claim, damage or expense arising out of the
custodian relationship under this Agreement; provided such loss, claim, damage
or expense is not the direct result of the Custodian's negligence or willful
misconduct.
SECTION 20. TAXES
The Custodian shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed upon the Securities held by
it hereunder, or upon the income therefrom. Upon Written or Oral Instruction,
the Custodian may pay any such tax, assessment or charge and reimburse itself
out of the monies of the Fund or the Securities held hereunder.
SECTION 21. FOREIGN SECURITIES
The Custodian shall be authorized to provide services as an eligible
foreign custodian and act as a foreign custody manager, as those terms are
defined in Rule 17f-5 under the 1940 Act, as amended. The Custodian shall not be
responsible for acting as a foreign custody manager unless and until the
Custodian accepts such delegation of responsibility pursuant to a separate
Delegation Agreement, approved by the Board of Trustees, that describes the
Custodian's duties as a foreign custody manager and identifies the Funds for
which the Custodian will so act.
SECTION 22. SUB-CUSTODIANS
(a) The Custodian may from time to time request appointment of one or
more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing
the use of a Sub-Custodian, the Custodian shall appoint one or more
Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the
Trust from time to time.
(b) The Custodian shall have no liability to the Trust by reason of any
act or omission of any Sub-Custodian approved by the Trust, and the Trust shall
indemnify the Custodian and hold it harmless from and against any and all
actions, suits, claims, losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising directly or indirectly out of or in connection
with the performance of any Sub-Custodian approved by the Trust. The Custodian
assigns to the Trust any and all claims for any losses, costs, expenses, or
damages that may be incurred by the Trust by reason of the negligence, gross
negligence or misconduct of any Sub-Custodian approved by the Trust, or by
reason of the failure of a Sub-Custodian approved by the Trust to perform in
accordance with any applicable agreement, including instructions of the
Custodian. The Custodian shall be under no obligation to prosecute or to defend
any action, suit or claim arising out of, or in connection with, the performance
of any Sub-Custodian approved by the Trust, if, in the opinion of the
Custodian's counsel, such action will involve expense or liability to the
Custodian. The Trust shall, upon request, furnish the Custodian with
satisfactory indemnity against such expense or liability, and upon request of
the Custodian, the Trust shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity.
With respect to each Sub-Custodian not approved by the Trust, the
Custodian shall be liable to the Trust for any loss which shall occur as a
result of the failure of the Sub-Custodian to exercise reasonable care with
respect to the safekeeping of assets to the same extent that the Custodian would
be liable to the Trust if the Custodian were holding such assets in its own
premises. The Custodian shall be liable to the Trust under this paragraph only
to the extent of the Trust's direct damages, to be determined based on the
market value of the assets which are subject to loss and without reference to
any special conditions or circumstances.
SECTION 22. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement may be executed in more than one counterpart, each
of which shall be deemed to be an original, and shall become effective on the
date hereof. This Agreement shall remain in effect for a period of one year from
the date of its effectiveness and shall continue in effect for successive
twelve-month periods; provided that such continuance is specifically approved at
least annually by the Board and by a majority of the Trustees who are not
parties to this Agreement or interested persons of any such party.
(b) This Agreement may be terminated by either party upon notice to the
other. The termination shall become effective at the time specified in the
notice but no earlier than sixty (60) days after the date of the notice. Upon
notice of termination, the Trust shall use its best efforts to obtain a
successor custodian. If a successor custodian is not appointed within ninety
(90) days after the date of the notice of termination, the Board shall, by
resolution, designate the Trust as its own custodian. Each successor custodian
shall be a person qualified to serve under the 1940 Act. Promptly following
receipt of written notice from the Trust of the appointment of a successor
custodian and receipt of Written or Oral Instructions, the Custodian shall
deliver all Securities and cash it then holds directly to the successor
custodian and shall, upon request of the Trust and the successor custodian and
upon payment of the Custodian's reasonable charges and disbursements, (i)
execute and deliver to the successor custodian an instrument approved by the
successor custodian's counsel transferring to the successor custodian all the
rights, duties and obligations of the Custodian, (ii) transfer to the successor
custodian the originals or copies of all books and records maintained by the
Custodian hereunder and (iii) cooperate with, and provide reasonable assistance
to, the successor custodian in the establishment of the books and records
necessary to carry out the successor custodian's responsibilities hereunder.
Upon delivery of the Securities and other assets of the Trust and compliance
with the other requirements of this Section 21, the Custodian shall have no
further duty or liability hereunder. Every successor custodian appointed
hereunder shall execute and deliver an appropriate written acceptance of its
appointment and shall thereupon become vested with the rights, duties and
obligations of the predecessor custodian.
SECTION 23. REQUIRED PERFORMANCE ON FUND BUSINESS DAYS
Nothing contained in this Agreement is intended to or shall require the
Custodian, in any capacity hereunder, to perform any functions or duties on any
day other than a Fund Business Day. Functions or duties normally scheduled to be
performed on any day which is not a Fund Business Day shall be performed on, and
as of, the next Fund Business Day unless otherwise required by law.
SECTION 24. MISCELLANEOUS
(a) This Agreement shall extend to and bind the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of the
Custodian, or by the Custodian without the written consent of the Trust.
Notwithstanding the foregoing, either party may assign this Agreement without
the consent of the other party so long as the assignee is an affiliate, parent
or subsidiary of the assigning party and the assignee of the Custodian is
qualified to serve as custodian under the 1940 Act.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota.
(c) The captions inserted herein are for convenience of reference and
shall not affect, in any way, the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
WELLS FARGO FUNDS TRUST
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
NORWEST BANK MINNESOTA, N.A.
By: /s/ P. Jay Kiedrowski
P. Jay Kiedrowski
Executive Vice President
<PAGE>
CUSTODY AGREEMENT
Wells Fargo Funds Trust
Appendix A
For its custodial services, the Custodian shall receive a fee, with respect to
each Fund, except the Gateway Funds, which are listed below with an asterisk, of
0.02% of the average daily net assets of each such Fund. The custodial fee for
the Gateway Funds is 0.0% so long as they remain Gateway Funds.
Funds of Wells Fargo Funds Trust Covered by This Agreement
63. Aggressive Balanced-Equity Fund*
64. Arizona Tax-Free Fund
65. California Tax-Free Fund
66. California Limited Term Tax-Free Fund
67. California Tax-Free Money Market Fund
68. California Tax-Free Money Market Trust
69. Cash Investment Money Market Fund
70. Colorado Tax-Free Fund
71. Corporate Bond Fund
72. Disciplined Growth Fund*
73. Diversified Bond Fund*
74. Diversified Equity Fund*
75. Diversified Small Cap Fund*
76. Equity Income Fund*
77. Equity Index Fund
78. Equity Value Fund
79. Government Money Market Fund
80. Growth Balanced Fund*
81. Growth Equity Fund*
82. Growth Fund
83. Income Fund
84. Income Plus Fund
85. Index Fund*
86. Intermediate Government Income Fund
87. International Fund*
88. Large Company Growth Fund*
89. Limited Term Government Income Fund
90. Minnesota Intermediate Tax-Free Fund
91. Minnesota Money Market Fund
92. Minnesota Tax-Free Fund
93. Moderate Balanced Fund*
94. Money Market Fund
95. Money Market Trust
96. National Limited Term Tax-Free Fund
97. National Tax-Free Fund
98. National Tax-Free Institutional Money Market Fund
99. National Tax-Free Money Market Fund
100. National Tax-Free Money Market Trust
101. Oregon Tax-Free Fund
102. Overland Express Sweep Fund
103. Prime Investment Money Market Fund
104. Small Cap Growth Fund
105. Small Cap Opportunities Fund
106. Small Cap Value Fund*
107. Small Company Growth Fund*
108. Stable Income Fund*
109. Strategic Income Fund*
110. Treasury Plus Institutional Money Market Fund
111. Treasury Plus Money Market Fund
112. 100% Treasury Money Market Fund
113. Variable Rate Government Fund
114. Wealthbuilder Growth & Income Portfolio
115. Wealthbuilder Growth Balanced Portfolio
116. Wealthbuilder Growth Portfolio
Approved by the Board of Trustees: March 26, 1999
As Amended: August 19, 1999 and October 28, 1999
<PAGE>
APPENDIX B
WRITTEN CERTIFICATION
EX99.B(g)(3)
WELLS FARGO FUNDS TRUST
SECURITIES LENDING AGREEMENT
This Agreement, made as of the 8th day of November, 1999, by and among
Wells Fargo Funds Trust (the "Trust") on behalf of its funds now existing or
hereafter created (the "Funds"), Wells Fargo Bank, N.A., as adviser for the
Funds ("Wells Fargo") and Norwest Bank Minnesota, N.A., as custodian for the
Funds (the "Custodian").
WHEREAS, the Custodian has established a securities lending program
(the "Program") to permit its retirement plan, trust and custody clients to loan
securities;
WHEREAS, the Funds listed in Exhibit A desire to participate in the
Program and the Board of Trustees having approved their participation in the
Program; and
NOW, THEREFORE, the parties hereto agree as follows:
1. Adviser's Activities
As investment adviser to the Funds, Wells Fargo's responsibility
with respect to securities lending activities shall be to perform
or supervise the performance by sub-advisers or, to the extent
delegated by this Agreement, the Custodian, in accordance with
securities lending guidelines approved by the Board of Trustees of
the Trust (the "Guidelines"), of the following:
a. To negotiate or approve the terms and conditions of securities loans
entered into by the Funds.
b. To evaluate the creditworthiness of and select borrowers (the
"Borrowers").
c. To invest any cash collateral received from the Borrowers or obtained
through repurchase transactions with respect to non-cash collateral
received from the Borrowers.
d. To identify to the Custodian securities in the Funds that are eligible
to be loaned under the Program and securities that are not eligible to
be loaned.
e. To provide to the Custodian a schedule of permitted lending rates.
f. To update all such information as necessary in consultation with the
Custodian.
2. Delegation of Authority
Wells Fargo hereby delegates to the Custodian the administration
of the Funds' securities lending activities, subject to the
monitoring and supervision of Wells Fargo and/or the appropriate
sub-advisers (the "Advisers"), and the Custodian hereby accepts
such delegation. Pursuant to this delegation of authority:
a. The Custodian may only enter into loans on terms and conditions
approved by the Advisers (the "Securities Loan Agreement").
b. The Custodian may only enter into loans with entities whose
creditworthiness have been evaluated by the Advisers and who have been
approved by the Advisers to act as Borrowers.
c. The Custodian may only invest cash collateral received from the
Borrowers or obtained through repurchase arrangements with respect to
non-cash collateral in securities specified by the Adviser in writing,
as provided to the Custodian from time to time.
d. The Advisers retain full discretion and power to prevent any loan from
being made or to instruct the Custodian to terminate any loan once
made.
3. Custodian's Activities
For the compensation described below and in accordance with the
Guidelines, and subject to the direction and supervision of the
Advisers, the Custodian undertakes the following:
a. To enter into a Securities Loan Agreement with each Borrower
setting forth the general terms governing loans made under the
Program.
b. To open an account (the "Account") for each Fund participating
in the Program. Each loan made will be made on behalf of and
solely for the benefit of an Account.
c. To implement loans consistent with its delegated authority and
with the Funds' prospectuses directly or through a finder, for
a minimum of one day but within the term as set forth in the
Guidelines, retaining the power to terminate the loan at any
time unless otherwise agreed with the Funds.
d. To require each loan when made to be collateralized in the
amount of 102% of the market value of any domestic securities
loaned or 105% of the market value of any international
securities loaned, as the case may be, and accrued interest.
e. To mark each loaned security to market daily using the closing
valuation as of the prior business day. The Custodian shall
use a pricing service to obtain market valuation. If the
market value of the given collateral falls to 100% of the
market value of the loaned security plus accrued interest, the
Custodian shall request additional collateral from the
Borrower to bring the collateralization back to 102% for any
domestic securities loaned or 105% for any international
securities loaned. Collateral in excess of 102% or 105%, as
the case may be, will be returned to the Borrower if
requested.
f. To receive and take possession of collateral in the form of
cash, government securities (as defined in the Investment
Company Act of 1940 (the "Act")), irrevocable letters of
credit issued by certain approved banks, or such other
collateral as may be permitted by the Securities and Exchange
Commission (the "Commission") or its staff. To the extent
permitted under the Act, and as interpreted by the staff of
the Commission or pursuant to any exemptive order thereunder,
cash received from all loans from Accounts may be commingled
for investment purposes. Such cash may be invested only in
securities approved in writing by the Advisers that are
permissible investments for each Fund.
g. Normally, securities loaned and cash or government securities
transferred as collateral will be processed, similar to
security purchases and sales, through the Depository Trust
Company or a Federal Reserve Bank or any other appropriate
clearing organization (the "Clearing Organization").
4. Allocation of Security Loans Among Participants
The Custodian maintains a list of securities available for lending
through the Program, including available Fund securities. The
Custodian will use reasonable efforts to allocate loans among
participants in the Program in a way that is fair to all
participants, including the Funds. As a result of this allocation,
the Funds understand that a single Borrower may be lent a
significant portion, or all, of the Funds' securities available
for lending. The Funds also understand that other Program
participants may absorb all demand for particular securities and
that the Funds' securities may not be loaned even where identical
securities are being loaned by the Custodian as part of the
Program on behalf of other participants.
5. Termination of Any Security Loan
A loan may be terminated by the Custodian or the Borrower at any
time pursuant to the Securities Loan Agreement covering the loan.
The Advisers may request the Custodian to terminate any loan of
securities for any reason at any time. Upon such loan termination,
the Custodian will take delivery or receive through a Clearing
Organization the securities to be returned. The Custodian will
return to the Borrower directly or through the Clearing
Organization the collateral securing the loan. The Securities Loan
Agreement will provide for the return of corporate securities no
later than the third business day following loan termination
notice and, in the case of government securities, no later than
the next business day following loan termination notice.
Notwithstanding the foregoing, the Custodian will have a
reasonable time after receiving the Advisers' loan termination
request to liquidate cash collateral investments prior to
terminating the loan.
6. Portfolio Investment Activity and Corporate Actions in Regard to
Loaned Securities
The Funds' Accounts are entitled to all cash dividends, stock
dividends, stock splits, rights of distribution, conversion
privileges, tender and exchange offers, and similar corporate
actions with respect to any loaned securities as if the securities
had not been loaned. During any period when securities are loaned,
the Funds waive their right to vote such securities. The Funds may
regain the right to vote securities by causing a timely
termination of a loan in advance of the record date established
for determining stockholder entitlement to vote. Any securities of
the portfolio that are on loan may be sold by the Advisers at any
time. Upon receipt by the Custodian of notice from the Advisers of
any sale, the Custodian will initiate action to terminate the loan
of the securities sold. If such notice is not received by the
Custodian, the Custodian assumes no liability for the failure of
the transaction to settle on contractual settlement date.
7. Recordkeeping and Reporting
The Custodian will monitor daily the value of the loaned security
and the collateral. The Custodian will provide recordkeeping and
accounting services necessary for the operation of the Program.
The Custodian will keep security loan records separate from the
Funds' custodial or fiduciary portfolio records. The Custodian
will credit income from each loan to the Funds' Accounts at least
once a month. The Custodian will provide the Advisers with a
detailed monthly report, which shall include all loan activity,
Borrowers to whom loans were made, and income earned. The
Custodian will also provide the Advisers with a list of each
Fund's securities lending positions on a daily basis and will
provide such other reports as the Advisers or the Board of
Trustees of the Trust may reasonably request.
8. Fees
In acting as Custodian for the Funds, the Custodian will receive a
transaction-based charge for every securities movement in the
Account associated with each loan (the "Transaction Charge"). The
Transaction Charge will be in the amounts shown on Exhibit A to
this Agreement, provided that, on a monthly basis, the aggregate
Transaction Charge shall not exceed 40% of the Account Revenues,
as defined below. Total Transaction Charges will be determined and
charged monthly. As of the effective date of this Agreement, an
exemptive order (the "Order") is being sought from the Commission,
which would permit the Custodian to receive a percentage of the
Account Revenues. As used herein, "Account Revenues" means all
revenue, in the form of (a) earnings on the investment of cash
collateral provided by a Borrower in connection with a loan from
an Account through the Program, net of any agreed-upon amount
payable to the Borrower out of such earnings, or (b) separate
lending fees payable by a Borrower when the collateral provided by
the Borrower is in the form of letters of credit or government
securities, in each case net of expenses. Until the Order is
obtained, and all conditions of the Order have been satisfied, the
Funds will retain all Account Revenues. After the Order is
obtained, and all conditions of the Order have been satisfied, the
Funds will receive 60% of the Account Revenues, and the Custodian
will receive the remaining 40% of the Account Revenues in lieu of
the Transaction Charge. Account Revenues will be calculated and
credited monthly.
9. Risk of Loss
The Funds assume all risk of loss arising out of Borrower defaults
on return of lent securities, collateral deficiencies or
collateral investment loss, provided the terms and conditions of
this Agreement and the Guidelines have been observed by the
Custodian. If the Borrower defaults on the return of a lent
security, in accordance with the Securities Loan Agreement, the
Funds or the Custodian, if authorized, may purchase securities
identical to the lent securities (or their equivalent in the event
of reorganization, recapitalization or merger of the issuer of the
borrowed security) and may apply the collateral to the payment of
the purchase price, expenses and other obligations under the
Securities Loan Agreement. The Custodian assumes all risk of loss
arising out of negligent operation of its Program or any failure
by it to observe the terms and conditions of this Agreement or the
Guidelines.
10. Termination
This Agreement may be terminated at any time by any party upon 60
days' written notice to the others. Upon mutual agreement, the
parties may waive all or part of the notice period. The Custodian
will terminate all loans from the Funds' Accounts in accordance
with the Security Loan Agreement in time for lent securities to be
returned to the Funds prior to the effective date of any such
termination.
11. Construction
Each Fund shall be deemed to have entered into this Agreement
severally and not jointly, and the provisions of this Agreement
shall be construed accordingly. Each reference hereunder to the
Funds or a Fund shall be deemed a separate reference solely to the
Fund to which a particular loan under this Agreement relates.
Under no circumstances shall the rights, obligations or remedies
hereunder with respect to a particular Fund constitute a right,
obligation or remedy applicable to any other Fund. In particular,
and without otherwise limiting the scope of this Section: (i) the
collateral and mark to market requirements specified in Section 3
of this Agreement shall be calculated separately based solely upon
the loans entered into by each Fund; and (ii) the Custodian shall
have no right to set off claims against or amounts owed by one
Fund by applying property of another Fund.
12. Notices
Notice to the Funds shall be directed and mailed as follows:
Wells Fargo Funds Trust
111 Center Street, Suite 300
Little Rock, AR 72201
Attn: Richard H. Blank, Jr.
With a copy to:
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W., #5500
Washington, DC 20006
Attn: Marco E. Adelfio
Notice to the Advisers shall be directed and mailed as follows:
Wells Fargo Bank, N.A.
525 Market Street, 12th Floor
San Francisco, CA 94105
Attn: Michael J. Hogan
With a copy to:
Wells Fargo Bank, N.A.
633 Folsom Street, 7th Floor
San Francisco, CA 94107
Attn: C. David Messman
Notice to the Custodian shall be directed and mailed as follows:
Norwest Bank Minnesota, N.A.
Investment Management & Trust- Securities Lending
Norwest Center
Sixth Street and Marquette Avenue
Minneapolis, MN 55479-0029
Attn: Robert G. Smith
13. Section Headings
The headings of sections in this Agreement are inserted for
convenience of reference and shall not be deemed to be a part of
or used in the construction of this Agreement.
14. Governing Law
This Agreement and all transactions hereunder shall be governed
by, interpreted, construed and enforced in accordance with the
laws of the State of California.
15. Successors and Assigns
This Agreement shall be binding on and enforceable against the
successors and assigns of the parties. This Agreement may not be
assigned by any party without the prior written consent of the
other parties hereto.
16. Effective Date and Term
This Agreement shall be effective on the 8th day of November,
1999. This Agreement shall continue in effect for one year, unless
earlier terminated in accordance with Section 10, and from year to
year thereafter provided it shall be renewed at least annually by
the Trust's Board of Trustees, including a majority of the Trust's
disinterested Trustees.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
WELLS FARGO FUNDS TRUST
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ Karla M. Rabusch
Karla M. Rabusch
Vice President
NORWEST BANK MINNESOTA, N.A.
By: /s/ Robert G. Smith
Robert G. Smith
Managing Director of Securities
Lending
<PAGE>
Exhibit A
FUNDS OF WELLS FARGO FUNDS TRUST
1. Aggressive Balanced-Equity Fund
2. Arizona Tax-Free Fund
3. Asset Allocation Fund
4. California Limited Term Tax-Free Fund
5. California Tax-Free Fund
6. California Tax-Free Money Market Fund
7. California Tax-Free Money Market Trust
8. Cash Investment Money Market Fund
9. Colorado Tax-Free Fund
10. Corporate Bond Fund
11. Disciplined Growth Fund
12. Diversified Bond Fund
13. Diversified Equity Fund
14. Diversified Small Cap Fund
15. Equity Income Fund
16. Equity Index Fund
17. Equity Value Fund
18. Government Money Market Fund
19. Growth Balanced Fund
20. Growth Equity Fund
21. Growth Fund
22. Income Fund
23. Income Plus Fund
24. Index Allocation Fund
25. Index Fund
26. Intermediate Government Income Fund
27. International Equity Fund
28. International Fund
29. Large Company Growth Fund
30. LifePath Opportunity Fund
31. LifePath 2010 Fund
32. LifePath 2020 Fund
33. LifePath 2030 Fund
34. LifePath 2040 Fund
35. Limited Term Government Income Fund
36. Minnesota Intermediate Tax-Free Fund
37. Minnesota Money Market Fund
38. Minnesota Tax-Free Fund
39. Moderate Balanced Fund
40. Money Market Fund
41. Money Market Trust
42. National Limited Term Tax-Free Fund
43. National Tax-Free Fund
44. National Tax-Free Institutional Money Market Fund
45. National Tax-Free Money Market Fund
46. National Tax-Free Money Market Trust
47. Oregon Tax-Free Fund
48. Overland Express Sweep Fund
49. Prime Investment Money Market Fund
50. Small Cap Growth Fund
51. Small Cap Opportunities Fund
52. Small Cap Value Fund
53. Small Company Growth Fund
54. Stable Income Fund
55. Strategic Income Fund
56. Treasury Plus Institutional Money Market Fund
57. Treasury Plus Money Market Fund
58. 100% Treasury Money Market Fund
59. Variable Rate Government Fund
60. Wealthbuilder Growth & Income Portfolio
61. Wealthbuilder Growth Balanced Portfolio
62. Wealthbuilder Growth Portfolio
Approved by Board of Trustees: August 19, 1999
<PAGE>
EXHIBIT B
Fee Schedule for Securities Lending Activity
$25.00 for each new loan and return
$5.00 for each debit mark and credit mark per loan
Reasonable hourly charges as required for special lending situations
Effective Date: November 8, 1999
EX99.B(h)(1)
ADMINISTRATION AGREEMENT
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
THIS AGREEMENT is made as of this 8th day of November, 1999, by and
between Wells Fargo Funds Trust, a Delaware business trust (the "Trust") and
Wells Fargo Bank, N.A., a national banking association ("Wells Fargo").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain Wells Fargo to render certain
administrative services to the Trust's investment portfolios listed on Appendix
A (individually, a "Fund" and collectively, the "Funds"), and Wells Fargo is
willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints Wells Fargo to act as
Administrator of the Funds, and Wells Fargo hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 3, for the
compensation and on the terms herein provided. Each new investment portfolio
established in the future by the Trust shall automatically become a "Fund" for
all purposes hereunder as if it were listed on Appendix A, absent written
notification to the contrary by either the Trust or Wells Fargo.
2. Delivery of Documents. The Trust shall furnish to, or cause to be
furnished to, Wells Fargo originals of, or copies of, all books, records, and
other documents and papers related in any way to the administration of the
Trust.
3. Duties as Administrator. Wells Fargo shall, at its expense, provide
the following administrative services in connection with the operations of the
Trust and the Funds:
(a) receive and tabulate shareholder votes;
(b) furnish statistical and research data;
(c) 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;
(d) prepare and file with the states registration statements, notices,
reports, and other material required to be filed under applicable laws;
(e) prepare and file Form 24F-2s and N-SARs;
(f) review bills submitted to the Funds and, upon determining that a bill
is appropriate, allocating amounts to the appropriate Funds and Classes thereof
and instructing the Funds' custodian to pay such bills;
(g) coordinate (or assist in) the preparation of reports and other
information materials regarding the Funds including proxies and other
shareholder communications, and review prospectuses;
(h) prepare expense table information for annual updates;
(i) provide legal and regulatory advice to the Funds in connection with its
other administrative functions, including assignment of matters to outside legal
counsel on behalf of the Trust and supervising the work of such counsel;
(j) provide office facilities and clerical support for the Funds;
(k) develop and implement procedures for monitoring compliance with
regulatory requirements and compliance with the Funds' investment objectives,
policies and restrictions;
(l) serve as liaison between the Funds and their independent auditors;
(m) prepare and file tax returns;
(n) review payments of Fund expenses;
(o) prepare expense budgeting and accruals;
(p) provide communication, coordination, and supervision services with
regard to the Funds' transfer agent, custodian, fund accountant, any
co-administrators, and other service organizations that render recordkeeping or
shareholder communication services;
(q) provide information to the Funds' distributor concerning fund
performance and administration;
(r) assist the Trust in the development of additional investment
portfolios;
(s) provide reports to the Funds' board of directors regarding its
activities;
(t) assist in the preparation and assembly of meeting materials, including
comparable fee information, as required, for the Funds' board of directors; and
(u) 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 Wells Fargo
to provide any services that may not be provided by it under applicable banking
laws and regulations.
In performing all services under this Agreement, Wells Fargo 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 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 Paragraph, Wells Fargo may, at
its own expense, enter into sub-administration agreements with other service
providers, provided that each such service provider agrees with Wells Fargo to
comply with this Agreement and all relevant provisions of the 1940 Act, the
Investment Advisers Act of 1940, any other applicable laws as may be amended
from time to time, and all relevant rules thereunder. Wells Fargo will provide
the Trust with a copy of each sub-administration agreement it executes relating
to the Trust. Wells Fargo will be liable for acts or omissions of any such
sub-administrators under the standards of care described herein under Paragraph
5.
4. Compensation. In consideration of the administration services to be
rendered by Wells Fargo under this Agreement, the Trust shall pay Wells Fargo a
monthly fee, as shown on Appendix A, of 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 the Funds' net assets during the preceding month. If
the fee payable to Wells Fargo 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" is any day that the Trust is open
for trading.
5. Limitation of Liability; Indemnification.
(a) Wells Fargo shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from Wells Fargo's willful misfeasance, bad faith, or negligence in
the performance of its obligations and duties or that of its agents or
sub-administrators, or by reason of its or their reckless disregard thereof. Any
person, even though also an officer, director, employee or agent of Wells Fargo,
shall be deemed, when rendering services to the Trust or acting on any business
of the Trust (other than services or business in connection with Wells Fargo's
duties as Administrator hereunder), to be acting solely for the Trust and not as
an officer, director, employee, or agent or one under the control or discretion
of Wells Fargo even though paid by it.
(b) The Trust, on behalf of each Fund, will indemnify Wells
Fargo against and hold it harmless from any and all losses, claims, damages,
liabilities, or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action, or suit relating to the particular
Fund and not resulting from willful misfeasance, bad faith, or negligence of
Wells Fargo or its agents or sub-administrators in the performance of their
obligations and duties, or by reason of its or their reckless disregard thereof.
Wells Fargo will not confess any claim or settle or make any compromise in any
instance in which the Trust will be asked to provide indemnification, except
with the Trust's prior written consent. Any amounts payable by the Trust under
this Subparagraph shall be satisfied only against the assets of the Fund
involved in the claim, demand, action, or suit and not against the assets of any
other Fund.
(c) Wells Fargo will indemnify the Trust against and hold it
harmless from any and all losses, claims, damages, liabilities, or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action, or suit against the Trust or any Fund that resulted from a
failure of Wells Fargo or its agents to act in accordance with the standard of
care set forth in Subparagraph (a) above; provided that such loss, claim,
damage, liability or expense did not result primarily from willful misfeasance,
bad faith, or negligence of the Trust or its agents (other than Wells Fargo or
agents of Wells Fargo) in the performance of their obligations and duties, or by
reason of its or their reckless disregard thereof. The Trust will not confess
any claim or settle or make any compromise in any instance in which Wells Fargo
will be asked to provide indemnification, except with Wells Fargo's prior
written consent.
6. Allocation of Expenses. Wells Fargo assumes and shall pay for
maintaining the staff and personnel necessary to perform its obligations under
this Agreement and shall, at its own expense, provide its own office space,
facilities and equipment. In addition to the fees described in Section 4 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 expenses which are not expressly assumed by Wells Fargo hereunder.
The expenses of legal counsel and accounting experts retained by Wells Fargo,
after consulting with the Trust's legal counsel and independent auditors, as may
be reasonably necessary or appropriate for the performance by Wells Fargo of its
duties under this Agreement shall be deemed to be expenses of, and shall be paid
for by, the Trust.
7. Amendments. This Agreement may be amended at any time by mutual
agreement in writing of the Trust and Wells Fargo, provided that the Board of
Trustees of the Trust, including a majority of the trustees who are not
interested persons of the Trust or any party to this Agreement, as defined by
the 1940 Act, approves any such amendment in advance.
8. Administrator's Other Businesses. Except to the extent necessary to
perform Wells Fargo's obligations under this Agreement, nothing herein shall be
deemed to limit or restrict the right of Wells Fargo, or any affiliate or
employee of Wells Fargo, 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. Duration. This Agreement shall become effective on its execution
date and shall remain in full force and effect for one year or until terminated
pursuant to the provisions in Paragraph 10, and it may be reapproved at least
annually by the Board of Trustees, including a majority of the directors who are
not interested persons of the Trust or any party to this Agreement, as defined
by the 1940 Act.
10. Termination of Agreement. This Agreement may be terminated at any
time, without the payment of any penalty, by a vote of a majority of the members
of the Trust's Board of Trustees, on 60 days' written notice to Wells Fargo; or
by Wells Fargo on 60 days' written notice to the Trust.
11. Expense Waivers. If in any fiscal year the total expenses of a Fund
incurred by, or allocated to, the Fund, excluding taxes, interest, brokerage
commissions and other portfolio transaction expenses, other expenditures that
are capitalized in accordance with generally accepted accounting principles,
extraordinary expenses and amounts accrued or paid under a Rule 12b-1 Plan of
the Fund and including only the fees provided for in Paragraph 4 and those
provided for pursuant to the Fund's advisory agreement ("includible expenses"),
exceed the applicable voluntary expense waivers, if any, set forth in the
Prospectus, Wells Fargo shall waive or reimburse that portion of the excess
derived by multiplying the excess by a fraction, the numerator of which shall be
the percentage at which the fee payable pursuant to this Agreement is calculated
under Paragraph 4, and the denominator of which shall be the sum of such
percentage plus the percentage at which the fee payable pursuant to the Fund's
advisory agreement is calculated (the "Applicable Ratio"), but only to the
extent of the fee hereunder for the fiscal year. If the fees payable under this
Agreement and/or the Fund's advisory agreement contributing to such excess
portion are calculated at more than one percentage rate, the Applicable Ratio
shall be calculated separately for and applied separately to the portions of
excess attributable to, the period to which a particular percentage rate
applied. At the end of each month of the Trust's fiscal year, the Trust shall
review the includible expenses accrued during that fiscal year to the end of
that period and shall estimate the includible expenses for the balance of that
fiscal year. If as a result of that review and estimation it appears likely that
the includible expenses will exceed the limitations referred to in this
Paragraph for a fiscal year with respect to the Fund, the monthly fee set forth
in Paragraph 4 payable to Wells Fargo for such month shall be reduced, subject
to a later adjustment, by an amount equal to the Applicable Ratio times the
estimated excess pro rated over the remaining months of the fiscal year
(including the month just ended). For purposes of computing the excess, if any,
the value of the Fund's net assets shall be computed in the manner specified in
Paragraph 4, and any reimbursements required to be made by Wells Fargo shall be
made once a year promptly after the end of the Trust's fiscal year.
12. Trust not bound to violate its Articles. Nothing in this Agreement
shall require the Trust to take any action contrary to any provision of its
Declaration of Trust or to any applicable statute or regulation.
13. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or Wells Fargo shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust:
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
Attention: Richard H. Blank, Jr.
To Wells Fargo:
Wells Fargo Bank, N.A.
525 Market Street, 12th Floor
San Francisco, California 94105
Attention: Michael J. Hogan
(b) This Agreement shall extend to and be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be subject to assignment (as that term is defined
under the 1940 Act) without the written consent of the other party.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and which
collectively shall be deemed to constitute only one agreement.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(f) If any provision of this Agreement is declared to be
prohibited or unenforceable, the remaining provisions of this Agreement shall
continue to be valid and fully enforceable.
In witness whereof, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
WELLS FARGO FUNDS TRUST
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
By: /s/ Michael J. Hogan
Michael J. Hogan
Senior Vice President
By: /s/ Elizabeth A. Gottfried
Elizabeth A. Gottfried
Vice President
<PAGE>
Appendix A
Funds of Wells Fargo Funds Trust Covered by This Agreement
Fee of 0.15% of average daily net assets on an annual basis:
1. Aggressive Balanced-Equity Fund
2. Arizona Tax-Free Fund
3. Asset Allocation Fund
4. California Limited Term Tax-Free Fund
5. California Tax-Free Fund
6. California Tax-Free Money Market Fund
7. California Tax-Free Money Market Trust
8. Cash Investment Money Market Fund
9. Colorado Tax-Free Fund
10. Corporate Bond Fund
11. Disciplined Growth Fund
12. Diversified Bond Fund
13. Diversified Equity Fund
14. Diversified Small Cap Fund
15. Equity Income Fund
16. Equity Index Fund
17. Equity Value Fund
18. Government Money Market Fund
19. Growth Balanced Fund
20. Growth Equity Fund
21. Growth Fund
22. Income Fund
23. Income Plus Fund
24. Index Allocation Fund
25. Index Fund
26. Intermediate Government Income Fund
27. International Equity Fund
28. International Fund
29. Large Company Growth Fund
30. LifePath Opportunity Fund
31. LifePath 2010 Fund
32. LifePath 2020 Fund
33. LifePath 2030 Fund
34. LifePath 2040 Fund
35. Limited Term Government Income Fund
36. Minnesota Intermediate Tax-Free Fund
37. Minnesota Money Market Fund
38. Minnesota Tax-Free Fund
39. Moderate Balanced Fund
40. Money Market Fund
41. Money Market Trust
42. National Limited Term Tax-Free Fund
43. National Tax-Free Fund
44. National Tax-Free Institutional Money Market Fund
45. National Tax-Free Money Market Fund
46. National Tax-Free Money Market Trust
47. Oregon Tax-Free Fund
48. Overland Express Sweep Fund
49. Prime Investment Money Market Fund
50. Small Cap Growth Fund
51. Small Cap Opportunities Fund
52. Small Cap Value Fund
53. Small Company Growth Fund
54. Stable Income Fund
55. Strategic Income Fund
56. Treasury Plus Institutional Money Market Fund
57. Treasury Plus Money Market Fund
58. 100% Treasury Money Market Fund
59. Variable Rate Government Fund
60. Wealthbuilder Growth & Income Portfolio
61. Wealthbuilder Growth Balanced Portfolio
62. Wealthbuilder Growth Portfolio
Approved by Board of Trustees: March 26, 1999
EX99.B(h)(2)(ii)
Interim Fund Accounting Agreement
for certain Funds of
WELLS FARGO FUNDS TRUST
This agreement is made as of this 8th day of November, 1999 (the
"Agreement"), by and between Wells Fargo Funds Trust (the "Trust") on behalf of
the Funds listed in Appendix A and Wells Fargo Bank, N.A. (the "Interim Fund
Accountant").
WHEREAS, the Trust has approved a final Accounting Agreement with Forum
Financial Accounting Services, LLC ("Forum") to provide accounting services to
some of the Funds of the Trust from September 20, 1999 and for each Fund by the
target conversion dates listed in Appendix A, and the Trust needs an interim
Fund Accountant for the Funds listed in Appendix A.
NOW THEREFORE, in consideration of the promises and of the mutual
agreements contained herein, the parties agree as follows:
1. Appointment of Wells Fargo as Interim Fund Accountant
The Trust on behalf of the Funds listed in Appendix A hereby appoints
Wells Fargo Bank to act as Interim Fund Accountant.
2. Duties of the Interim Fund Accountant
As Interim Fund Accountant, Wells Fargo Bank agrees to perform the
following services for the funds listed in Appendix A:
(a) Maintain Fund general ledger and journal.
(b) Prepare and record disbursements for direct Fund expenses.
(c) Prepare daily money transfers.
(d) Reconcile all Fund bank and custodian accounts.
(e) Assist Fund independent auditors as appropriate.
(f) Prepare daily projection of available cash balances.
(g) Record trading activity for purposes of determining net asset values
and daily dividend.
(h) Prepare daily portfolio evaluation report to value portfolio
Securities and determine daily accrued income.
(i) Determine the daily net asset value per share.
(j) Determine the daily dividend per share.
(k) Prepare monthly, quarterly, semi-annual and annual financial
statements.
(l) Provide financial information for reports to the Securities and
Exchange Commission in compliance with the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, the
Internal Revenue Service and any other regulatory or governmental
agencies as required.
(m) Provide financial, yield, net asset value, etc., information to
National Association of Securities Dealers, Inc., and other survey and
statistical agencies as instructed from time to time by a Fund.
3. Fees
For providing the services in Section 2, the Interim Fund Accountant
will be entitled to receive the fees listed in Appendix B, such fees to be paid
monthly.
4. Duration of the Agreement
This Interim Accounting Agreement shall terminate for each Fund when
Forum Financial Accounting Services, LLC begins providing accounting services to
a covered Fund pursuant to the final Accounting Agreement between the Trust and
Forum. In no event shall this Interim Accounting Agreement continue in effect
for any Fund beyond the date of September 20, 2000, unless specifically approved
by the Board.
5. Modification of this Agreement
This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties to this Agreement and approved by a
resolution of the Board of Trustees.
6. Governing Law
This Agreement shall be construed in accordance with the laws of the
State of California without giving effect to the choice of law provisions
thereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and the year first
written above.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By: /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
WELLS FARGO BANK, N.A.
on behalf of the Interim Fund Accountant
By: /s/ Michael J. Hogan
Michael J. Hogan
Executive Vice President
By: /s/ Karla M. Rabusch
Karla M. Rabusch
Vice President
<PAGE>
Appendix A
<TABLE>
<S> <C> <C>
-------------------------------------------------- ------------------- --------------------
Interim Fund Conversion Target
Funds Trust Funds Accountant Date
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Arizona Tax Free Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
California Limited Term Tax-Free Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
California Tax-Free Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
Corporate Bond Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Oregon Tax-Free Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Income Plus Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Variable Rate Government Wells Fargo 2/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Index Allocation Wells Fargo 3/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
California Tax-Free Money Market Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
California Tax-Free Money Market Trust Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Equity Index Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Equity Value Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
International Equity Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
Money Market Trust Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
-------------------------------------------------- ------------------- --------------------
National Tax-Free Money Market Trust Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
Overland Express Sweep Wells Fargo 4/1/2000
-------------------------------------------------- ------------------- --------------------
</TABLE>
<PAGE>
Appendix B
WELLS FARGO FUNDS TRUST
INTERIM FUND ACCOUNTING AGREEMENT
Fees and Expenses
as of November 8, 1999
<TABLE>
<S> <C> <C>
(i) Fees
(A) Per Fund Fees
(i) Fee per Fund...................................................... $5,000/month
International/Global Funds and Funds with
10% or more of month-end net assets invested in
asset-backed securities.................................. $5,833/month
Other Funds.............................................. $4,167/month
(ii) Fee per Gateway Fund (a Fund operating pursuant to Section
12(d)(1)(E) or 12(d)(1)(G) of the 1940 Act
or in a similar structure)........................................ $2,000/month
(iii) Fee per Core Portfolio (a Fund registered under the
1940 Act but whose securities are not registered
under the Securities Act of 1933)................................. $5,500/month
Fee per Core Portfolio not listed on Appendix A as of
September 17, 1999
International/Global Core Portfolios and Core
Portfolios with 10% or more of month-end net
assets invested in asset-backed securities............... $6,333/month
Other Core Portfolios.................................... $4,667/month
(iv) Fee for each additional Class of any Fund above one............... $1,000/month
</TABLE>
(B) Basis Point Fees
0.0025% of the average annual daily net assets of each Fund (excluding
the net assets of a Fund that are invested in a Core Portfolio (i)
which pays Forum a similar fee and (ii) that the Administrator or an a
affiliate of the Administrator is the investment adviser or a majority
of the interests of which are owned by mutual funds advised by the
Administrator or an affiliate of the Administrator).
(ii) Out-Of-Pocket and Related Expenses
The Trust, on behalf of the applicable Fund, shall reimburse Forum for all
out-of-pocket and ancillary expenses reasonably incurred in providing the
services described in the Fund Accounting Agreement, including but not limited
to the cost of (or appropriate share of the cost of): (i) pricing, paydown,
corporate action, credit and other reporting services (but only to the extent
that the Trust requests that Forum use more than one reporting service with
respect to a service), (ii) taxes, (iii) postage and delivery services, (iv)
communications services, (v) electronic or facsimile transmission services, (vi)
reproduction, (vii) printing and distributing financial statements, (viii)
microfilm, microfiche and other storage medium and (ix) Trust record storage and
retention fees. In addition, any other expenses incurred by Forum at the request
or with the consent of the Trust, will be reimbursed by the Trust on behalf of
the applicable Fund.
EX99.B(h)(4)
WELLS FARGO FUNDS TRUST
SHAREHOLDER SERVICING PLAN
WHEREAS, Wells Fargo Funds Trust ("Trust") is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, the Trust desires to adopt a Shareholder Servicing Plan
(the "Plan") on behalf of the classes of shares of each Fund listed in Appendix
A as it may be amended from time to time (each, a "Fund" and, collectively, the
"Funds") and the Board of Trustees, including a majority of the Qualified
Trustees (as defined below), has determined that there is a reasonable
likelihood that adoption of the Plan will benefit each class of each Fund listed
in Appendix A and its shareholders;
NOW THEREFORE, each Fund hereby adopts the Plan on behalf of each
class of each Fund listed in Appendix A on the following terms and conditions:
Section 1. The Trust, on behalf of each class of each Fund listed in
Appendix A, may execute and deliver written agreements based substantially on
the form attached hereto as Appendix B or on any other form duly approved by the
Trust's Board of Trustees ("Agreements") with broker/dealers, banks and other
financial institutions that are dealers of record or holders of record or which
have a servicing relationship with the beneficial owners of shares of the Funds
("Servicing Agents"). Pursuant to such Agreements, Servicing Agents shall
provide support services as set forth therein to their clients who beneficially
own shares of a Fund in consideration of a fee payable from the assets of each
class of each Fund listed in Appendix A, computed monthly in the manner set
forth in such Fund's then current prospectus, at the annual rates set forth in
Appendix A. The Trust's distributor, administrator and adviser, and their
respective affiliates, are eligible to become Servicing Agents and to receive
fees under the Plan. All expenses incurred by a class of shares of a Fund in
connection with the Agreements and the implementation of the Plan shall be borne
entirely by the holders of that class of shares.
Section 2. The Trust's Officers shall monitor, or shall cause the
Trust's administrator to monitor, the arrangements pertaining to the Trust's
Agreements with Servicing Agents.
Section 3. The Plan shall be effective with respect to each class of a
Fund listed on Appendix A, (or each class of a Fund added to Appendix A from
time to time): (a) on the date upon which it is approved for such class by vote
of a majority of the Trustees of the Trust, including a majority of the
Qualified Trustees, cast in person at a meeting called for the purpose of voting
on the approval of the Plan for such class; or (b) on the date the class
commences operations, if such date is later.
Section 4. Unless earlier terminated, the Plan shall continue in effect
for a period of one year from its effective date and shall continue thereafter
for successive annual periods, provided that such Plan is reapproved at least
annually, with respect to a class or classes of shares of a Fund by vote of a
majority of the Trustees of the Trust, including a majority of the Qualified
Trustees, cast in person at a meeting called for the purpose of voting on such
reapproval.
Section 5. So long as the Plan is in effect, the Trust shall provide,
or shall cause the Trust's administrator to provide, to the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written report of
the amounts expended pursuant to the Plan and the purposes for which such
expenditures were made.
Section 6. The Plan may be amended at any time with respect to a class
or classes of shares of a Fund by the Trustees of the Trust, provided that any
material amendment of the terms of the Plan (including a material increase of
the fee payable hereunder) shall become effective only upon the approvals set
forth in Section 4.
Section 7. The Plan may be terminated with respect to any class at any
time by vote of a majority of the Qualified Trustees.
Section 8. While the Plan is in effect, the selection and nomination of
the Trustees who are not interested persons of the Trust shall be committed to
the discretion of such Trustees who are not interested persons of the Trust.
Section 9. Notwithstanding anything herein to the contrary, no Fund or
class of shares shall be obligated to make any payments under the Plan that
exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the
National Association of Securities Dealers, Inc.
Section 10. The Trust shall preserve copies of the Plan, each
Agreement, and each written report presented to the Trust's Board of Trustees
pursuant to Section 3 hereof, for a period of not less than six years from the
date of the Plan, Agreement or report, as the case may be, the first two years
in an easily accessible place.
Section 11. The provisions of the Plan are severable for each class of
each Fund listed in Appendix A, and whenever any action is to be taken with
respect to the Plan, such action shall be taken separately for each such class
affected.
Section 12. As used in the Plan, (a) the term "interested person" shall
have the meaning given it in the 1940 Act and the rules and regulations
thereunder, subject to such exemption or interpretation as may be provided by
the Securities and Exchange Commission or the staff thereof, and (b) the term
"Qualified Trustees" shall mean the Trustees of the Trust who (i) are not
"interested persons" of the Trust and (ii) have no direct or indirect financial
interest in the operation of the Plan or in any Agreements.
<PAGE>
APPENDIX A
<TABLE>
- ---------------------------------------------------------------- -------------------
Funds Trust Maximum
Funds and Share Classes Shareholder
Servicing Fee
- ---------------------------------------------------------------- -------------------
<S> <C> <C>
- ---------------------------------------------------------------- -------------------
1. Arizona Tax-Free Fund
Class A 0.25
Class B 0.25
- ---------------------------------------------------------------- -------------------
2. Asset Allocation Fund
Class A 0.10
Class B 0.10
Class C 0.10
- ---------------------------------------------------------------- -------------------
3. California Tax-Free Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ---------------------------------------------------------------- -------------------
4. California Limited Term Tax-Free Fund
Class A 0.25
- ---------------------------------------------------------------- -------------------
5. California Tax-Free Money Market Fund
Class A 0.25
- ---------------------------------------------------------------- -------------------
6. Cash Investment Money Market Fund
Service Class 0.25
- ---------------------------------------------------------------- -------------------
- ---------------------------------------------------------------- -------------------
7. Colorado Tax-Free Fund
Class A 0.25
Class B 0.25
- ---------------------------------------------------------------- -------------------
8. Corporate Bond Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ---------------------------------------------------------------- -------------------
- ---------------------------------------------------------------- -------------------
9. Diversified Equity Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ---------------------------------------------------------------- -------------------
10. Diversified Small Cap Fund
Class A 0.25
Class B 0.25
Institutional Class 0.10
- ---------------------------------------------------------------- -------------------
11. Equity Income Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ---------------------------------------------------------------- -------------------
12. Equity Index Fund
Class A 0.25
Class B 0.25
Class O 0.20
- ---------------------------------------------------------------- ------------------
- ---------------------------------------------------------------- ------------------
13. Equity Value Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ---------------------------------------------------------------- -------------------
14. Government Money Market Fund
Class A 0.25
- ---------------------------------------------------------------- ------------------
15. Growth Balanced Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ---------------------------------------------------------------- ------------------
<PAGE>
- ------------------------------------------------------------------- -------------------
Funds Trust Maximum
Funds and Share Classes Shareholder
Servicing Fee
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
16. Growth Equity Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
17. Growth Fund
Class A 0.25
Class B 0.25
- ------------------------------------------------------------------- -------------------
18. Income Fund
Class A 0.25
Class B 0.25
- ------------------------------------------------------------------- -------------------
19. Income Plus Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
20. Index Allocation Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
21. Intermediate Government Income Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ------------------------------------------------------------------- -------------------
22. International Equity Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ------------------------------------------------------------------- -------------------
23. International Fund
Class A 0.25
Class B 0.25
- ------------------------------------------------------------------- -------------------
24. Large Company Growth Fund
Class A 0.25
Class B 0.25
Class C 0.25
- ------------------------------------------------------------------- -------------------
25. LifePath Opportunity Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.25
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
26. LifePath 2010 Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.25
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
27. LifePath 2020 Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.25
- ------------------------------------------------------------------- -------------------
- ------------------------------------------------------------------- -------------------
28. LifePath 2030 Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.25
- ------------------------------------------------------------------- -------------------
<PAGE>
- -------------------------------------------------------------------- ----------------
Funds Trust Maximum
Funds and Share Classes Shareholder
Servicing Fee
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
29. LifePath 2040 Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.25
- -------------------------------------------------------------------- ----------------
30. Limited Term Government Income Fund
Class A 0.25
Class B 0.25
- -------------------------------------------------------------------- ----------------
31. Minnesota Tax-Free Fund
Class A 0.25
Class B 0.25
- -------------------------------------------------------------------- ----------------
32. Money Market Fund
Class A 0.25
Class B 0.25
- -------------------------------------------------------------------- ----------------
33. National Tax-Free Fund
Class A 0.25
Class B 0.25
Class C 0.25
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
34. National Tax-Free Institutional Money Market Fund
Service Class 0.25
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
35. National Tax-Free Money Market Fund
Class A 0.25
- -------------------------------------------------------------------- ----------------
36. Oregon Tax-Free Fund
Class A 0.25
Class B 0.25
- -------------------------------------------------------------------- ----------------
37. Overland Express Sweep Fund 0.30
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
38. Prime Investment Money Market Fund
Service Class 0.25
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
39. Small Cap Growth Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.10
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
40. Small Cap Opportunities Fund
Class A 0.25
Class B 0.25
Institutional Class 0.10
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
41. Small Cap Value Fund
Class A 0.25
Class B 0.25
Institutional Class 0.10
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
42. Small Company Growth Fund 0.10
- -------------------------------------------------------------------- ----------------
- -------------------------------------------------------------------- ----------------
43. Stable Income Fund
Class A 0.25
Class B 0.25
- -------------------------------------------------------------------- ----------------
<PAGE>
- ------------------------------------------------------------------ -----------------
Funds Trust Maximum
Funds and Share Classes Shareholder
Servicing Fee
- ------------------------------------------------------------------ -----------------
- ------------------------------------------------------------------ -----------------
44. Treasury Plus Institutional Money Market Fund
Service Class 0.25
- ------------------------------------------------------------------ -----------------
- ------------------------------------------------------------------ -----------------
45. Treasury Plus Money Market Fund
Class A 0.25
- ------------------------------------------------------------------ -----------------
- ------------------------------------------------------------------ -----------------
46. Variable Rate Government Fund
Class A 0.25
- ------------------------------------------------------------------ -----------------
</TABLE>
Fees payable to a Servicing Agent are expressed as a
percentage of the average daily net asset value of the shares of the specified
class of the particular Fund beneficially owned by or attributable to clients of
the Servicing Agent.
Approved by the Board of Trustees: March 26, 1999, as amended October 28, 1999.
EX99.B(h)(5)
Wells Fargo Funds Trust
FORM OF SHAREHOLDER SERVICING AGREEMENT
THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement"), dated as of
[____________ __, 1999], is made between Wells Fargo Funds Trust (the "Trust"),
a Delaware business trust, on behalf of the classes of shares of the Funds of
the Trust listed in the attached Appendix, as it may be amended from time to
time, (each a "Class" and a "Fund" and, collectively, the "Classes" and the
"Funds"), and _______________, as shareholder servicing agent ("Servicing
Agent");
WHEREAS, shares of beneficial interest of a Fund of the Trust (the
"Shares") may be purchased or redeemed through a broker/dealer or financial
institution that has entered into a shareholder servicing agreement with the
Trust on behalf of the Fund; and
WHEREAS, the Servicing Agent wishes to facilitate purchases and
redemptions of Shares by its customers (the "Customers") and wishes to act as
the Customers' agent in performing certain administrative functions in
connection with transactions in Shares and to provide related services to the
Customers in connection with their investments in a Fund; and
WHEREAS, it is in the best interests of the Funds to make the
services of the Servicing Agent available to the Customers who are or may become
shareholders of the Funds;
NOW THEREFORE, the Trust, on behalf of its Funds, and the
Servicing Agent hereby agree as follows:
1. Appointment. The Servicing Agent hereby agrees to perform
certain shareholder services with respect to the Funds listed in the attached
Appendix. The Servicing Agent's appointment is not exclusive.
2. Services to be Performed.
2.1 Shareholder Services. The Servicing Agent shall be
responsible for:
(a) establishing and maintaining accounts and records relating
to Customers that invest in Shares;
(b) answering Customer inquiries regarding account status and
history, and the manner in which purchases, exchanges and
redemptions of Shares may be effected;
(c) assisting Customers in designating and changing dividend
options (as available), account designations and addresses;
(d) processing and verifying purchase, redemption and exchange
transactions;
(e) processing and verifying the wiring or other transfer of
funds to and from Customer accounts in connection with
Customer orders to purchase or redeem Shares;
(f) furnishing (either separately or on an integrated basis with
other reports sent to the Customer), or monitoring the
furnishing of, account statements and confirmations of
transactions in the Customer's account;
(g) providing necessary personnel and facilities to establish
and maintain Customer accounts and records and to provide
the other services contemplated hereby;
(h) providing such other shareholder liaison or related services
as the Funds or a Customer may reasonably request.
2.2 Standards. All services to be performed by the Servicing
Agent hereunder shall be performed in a
---------
professional, competent and timely manner, subject to the supervision of the
Board of Trustees and Officers of the Trust. Any detailed operating standards or
procedures to be followed by the Servicing Agent in performing the services
described above shall be determined from time to time by mutual agreement
between the Servicing Agent and the Trust. The Servicing Agent shall act as
agent for Customers only and shall have no authority to act as agent for the
Funds.
3. Fees. As full compensation for the services described in
Section 2 and expenses incurred by the Servicing Agent, the Servicing Agent
shall receive a fee, payable by each of the Classes of Shares of the Funds as
indicated in the attached Appendix. This fee will be payable as agreed by the
Funds and the Servicing Agent, but no more frequently than monthly.
Notwithstanding anything herein to the contrary, the Trust shall not be
obligated to make any payments under this Agreement that exceed the maximum
amounts payable under Rule 2830 of the Conduct Rules of National Association of
Securities Dealers, Inc. The fees indicated in the attached Appendix constitute
all fees to be paid to the Servicing Agent by the Trust for providing the
shareholder services contemplated hereby.
4. Information Pertaining to the Shares. The Servicing Agent and
its officers, employees and agents are not authorized to make any
representations concerning the Trust, a Fund or the Shares of any Class except
to communicate to Customers accurately factual information contained in the
relevant Fund's prospectus and statement of additional information and objective
historical performance information.
During the term of this Agreement, the Funds agree to furnish the
Servicing Agent all prospectuses, statements of additional information, proxy
statements, reports to shareholders, sales literature, or other materials the
Funds distributes generally to shareholders of the Funds or the public. The
Funds shall furnish or otherwise make available to the Servicing Agent such
other information relating to the business affairs of the Funds as the Servicing
Agent may, from time to time, reasonably request in order to discharge its
obligations hereunder.
5. Security. The Servicing Agent represents and warrants that
various procedures and systems that it has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other cause
the Trust records and other data and the Servicing Agent's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate; and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder.
6. Compliance with Laws. The Servicing Agent shall comply with all
applicable federal and state laws and regulations. The Servicing Agent
represents and warrants to the Trust that the performance of all its obligations
hereunder will comply with all applicable laws and regulations, the provisions
of its charter documents and by-laws and all material contractual obligations
binding upon the Servicing Agent.
7. Force Majeure. The Servicing Agent shall not be liable or
responsible for delays or errors by reason of circumstances beyond its control,
including, but not limited to, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown, flood or
catastrophe, acts of God, insurrection, war, riots or failure of communication
systems or power supply.
8. Indemnification. To the extent that the Servicing Agent acts in
good faith and without negligence or willful misconduct, Servicing Agent shall
not be responsible for, and the Fund shall indemnify and hold the Servicing
Agent harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of and attributable
to all actions of Servicing Agent, its directors, officers and employees taken
pursuant to this Agreement. The Servicing Agent shall indemnify and hold the
Fund harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or attributable
to the lack of good faith, negligence or willful misconduct of the Servicing
Agent, its directors, officers and employees in the performance of the Servicing
Agent's obligations under this Agreement.
9. Representations. By your written acceptance of this Agreement,
you represent, warrant and agree that: (i) the compensation payable to you in
connection with the investment of your Clients' assets in Shares will be
disclosed by you to your Clients, will be authorized by your Clients and will
not be excessive; and (ii) the services provided by you under this Agreement
will in no event be primarily intended to result in the sale of Shares.
10. Termination. Notwithstanding anything herein to the contrary,
this Agreement may be terminated at any time, without payment of any penalty, by
either party upon ninety (90) days written notice to the other party.
11. Non-Exclusivity. Nothing in this Agreement shall limit or
restrict the right of the Servicing Agent to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association. Nothing in this Agreement shall limit or restrict the right of the
Trust to engage other broker/dealers or financial institutions to perform the
same or similar services for their customers that invest in Shares.
12. Amendments. This Agreement shall become effective upon receipt
by us of a signed copy hereof, and shall cancel and supersede any and all prior
Shareholder Servicing Agreements or similar arrangements or contracts relating
to the provision of shareholder services. Any amendments to this Agreement shall
be deemed accepted by you, and will take effect with respect to, and on the date
of, any provision of shareholder services by you after the date set forth in any
notice of amendment sent by us to you.
13. Limitation of Liability. The Servicing Agent hereby agrees
that obligations assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Funds and their assets and that the Servicing Agent
shall not seek satisfaction of any such obligations from the Board of Trustees
or any individual Trustee of the Trust. The Servicing Agent further agrees that
all obligations of a Fund hereunder shall be solely the obligations of such
Fund.
14. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed as of the day and year first stated above.
WELLS FARGO FUNDS TRUST, on behalf of the classes of shares of the Funds
listed in the attached Appendix
By: /s/
Name: [Officer of Trust]
Title: [Title or Officer]
[NAME OF SERVICING AGENT]
By: /s/
Name: [Officer of Servicing Agent]
Title: [Title of Officer]
<PAGE>
APPENDIX
[Applicable Funds of Funds Trust to be inserted]
Approved as to Form: March 26, 1999
EX99.B(m)
WELLS FARGO FUNDS TRUST
DISTRIBUTION PLAN
WHEREAS, Wells Fargo Funds Trust ("Trust") is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, the Trust desires to adopt a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act on behalf of the classes of
shares of each Fund listed in Appendix A as it may be amended from time to time
(each, a "Fund" and, collectively, the "Funds") and the Board of Trustees,
including a majority of the Qualified Trustees (as defined below), has
determined that there is a reasonable likelihood that adoption of the Plan will
benefit each class of each Fund listed in Appendix A and its shareholders;
NOW THEREFORE, each Fund hereby adopts the Plan on behalf of each
class of each Fund listed in Appendix A, in accordance with Rule 12b-1 under the
1940 Act, on the following terms and conditions:
Section 1. The Trust, on behalf of each class of each Fund listed
in Appendix A, may pay to the principal underwriter(s) of such class (the
"Distributor(s)"), as compensation for services or other activities that are
primarily intended to result in the sale of shares, or reimbursement for
expenses incurred in connection with services or other activities that are
primarily intended to result in the sale of shares, a monthly amount that is no
higher than the annual rates as set forth on Appendix A. Subject to such maximum
annual rates, the actual amount payable to the Distributor(s) shall be
determined from time to time by mutual agreement between the Trust and the
Distributor(s). The Distributor(s) may enter into selling agreements with one or
more selling agents under which such agents may receive compensation for
distribution-related services from the Distributor(s), including, but not
limited to, commissions or other payments to such agents based on the average
daily net assets of Fund shares attributable to them. The Distributor(s) may
retain any portion of the amount payable hereunder to compensate it for
distribution-related services provided by it or to reimburse it for other
distribution-related expenses.
Section 2. The Plan shall be effective with respect to each class
of a Fund listed on Appendix A, (or each class of a Fund added to Appendix A
from time to time): (a) on the date upon which it is approved for such class (i)
by vote of a majority of the Trustees of the Trust, including a majority of the
Qualified Trustees, cast in person at a meeting called for the purpose of voting
on the approval of the Plan for such class, and (ii) by at least a majority of
the outstanding voting securities of the class or Fund, if required; or (b) on
the date the class commences operations, if such date is later.
Section 3. Unless earlier terminated, the Plan and each related
agreement shall continue in effect for a period of one year from its respective
effective date and shall continue thereafter for successive annual periods,
provided that such Plan and agreement(s) are reapproved at least annually by
vote of a majority of the Trustees of the Trust, including a majority of the
Qualified Trustees, cast in person at a meeting called for the purpose of voting
on such reapproval.
Section 4. So long as the Plan is in effect, the Trust shall
provide, or shall cause the Distributor(s) to provide, to the Trust's Board of
Trustees, and the Trustees shall review, at least quarterly, a written report of
the amounts expended by the Trust under the Plan and each related agreement and
the purposes for which such expenditures were made.
Section 5. All agreements related to the Plan shall be in writing
and shall be approved by vote of a majority of both (a) the Trustees of the
Trust and (b) the Qualified Trustees, cast in person at a meeting called for the
purpose of voting on such approval. Any agreement related to the Plan shall
provide:
A. That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the
Qualified Trustees or by vote of a majority of the
outstanding voting securities of such class of such Fund, on
not more than 60 days' written notice to any other party to
the agreement; and
B. That such agreement shall terminate automatically in the
event of its assignment.
Section 6. The Plan may not be amended to increase materially the
amount that may be expended by a class of a Fund pursuant to the Plan without
the approval by a vote of a majority of the outstanding voting securities of
such class of such Fund, and no material amendment to the Plan shall be made
unless approved by vote of a majority of both (a) the Trustees of the Trust and
(b) the Qualified Trustees, cast in person at a meeting called for the purpose
of voting on such approval.
Section 7. The Plan may be terminated with respect to any class at
any time by vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding voting securities of the class.
Section 8. While the Plan is in effect, the selection and
nomination of each Trustee who is not an interested person of the Trust shall be
committed to the discretion of the Trustees who are not interested persons.
Section 9. To the extent any payments made by the Fund pursuant to
a Shareholder Servicing Plan and Servicing Agreement are deemed to be payments
for the financing of any activity primarily intended to result in the sale of
shares within the context of Rule 12b-1 under the 1940 Act, such payments shall
be deemed to have been approved pursuant to the Plan. Notwithstanding anything
herein to the contrary, no Fund or class of shares shall be obligated to make
any payments under the Plan that exceed the maximum amounts payable under Rule
2830 of the Conduct Rules of the National Association of Securities Dealers,
Inc.
Section 10. The Trust shall preserve copies of the Plan, each
related agreement and each written report presented to the Trust's Board of
Trustees pursuant to Section 4 hereof, for a period of not less than six years
from the date of the Plan, agreement or report, as the case may be, the first
two years in an easily accessible place.
Section 11. The provisions of the Plan are severable for each
class of each Fund listed in Appendix A, and whenever any action is to be taken
with respect to the Plan, such action shall be taken separately for each such
class affected.
Section 12. As used in the Plan, (a) the terms "assignment",
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings given them in the 1940 Act and
the rules and regulations thereunder, subject to such exemption or
interpretation as may be provided by the Securities and Exchange Commission or
the staff thereof, and (b) the term "Qualified Trustees" shall mean the Trustees
of the Trust who (i) are not "interested persons" of the Trust and (ii) have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan. The agreement(s) between the Trust and its
Distributor(s) shall be considered to be agreements related to the Plan. The
agreement(s) between the Distributor(s) and any selling agents shall not be
considered to be agreements related to the Plan.
Approved: March 26, 1999
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------
Funds Trust
Funds and Share Classes Maximum
Rule 12b-1 Fee
- ---------------------------------------------------------------- --------------------
<S> <C> <C>
- ---------------------------------------------------------------- --------------------
1. Arizona Tax-Free Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
2. Asset Allocation Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
3. California Tax-Free Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
4. Colorado Tax-Free Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
5. Corporate Bond Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
6. Diversified Equity Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
7. Diversified Small Cap Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
8. Equity Income Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
9. Equity Index Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
10. Equity Value Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
10. Growth Balanced Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
10. Growth Equity Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
11. Growth Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
12. Income Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
13. Income Plus Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
14. Index Allocation Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
15. Intermediate Government Income Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
16. International Equity Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
17. International Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
18. Large Company Growth Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
19. LifePath Opportunity Fund
Class A 0.25
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
20. LifePath 2010 Fund
Class A 0.25
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
21. LifePath 2020 Fund
Class A 0.25
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
22. LifePath 2030 Fund
Class A 0.25
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
23. LifePath 2040 Fund
Class A 0.25
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
24. Limited Term Government Income Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
25. Minnesota Tax-Free Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
26. Money Market Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
27. National Tax-Free Income Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
28. Oregon Tax-Free Fund 0.75
Class B
- ---------------------------------------------------------------- --------------------
28. Overland Express Sweep Fund 0.30
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
29. Small Cap Growth Fund
Class B 0.75
Class C 0.75
- ---------------------------------------------------------------- --------------------
30. Small Cap Opportunities Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
31. Small Cap Value Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
32. Stable Income Fund
Class B 0.75
- ---------------------------------------------------------------- --------------------
33. Wealthbuilder Growth & Income Portfolio 0.75
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
34. Wealthbuilder Growth Balanced Portfolio 0.75
- ---------------------------------------------------------------- --------------------
- ---------------------------------------------------------------- --------------------
35. Wealthbuilder Growth Portfolio 0.75
- ---------------------------------------------------------------- --------------------
</TABLE>
Approved by the Board of Trustees: March 26, 1999
EX99.B(o)
WELLS FARGO FUNDS TRUST
RULE 18f-3 MULTI-CLASS PLAN
I. _________Introduction.
Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), this Rule 18f-3 Multi-Class Plan (the "Plan") sets
forth the method for allocating fees and expenses among each class of shares in
the separate investment portfolios (the "Funds") of Wells Fargo Funds Trust (the
"Trust"). In addition, the Plan sets forth the maximum initial sales charges,
contingent deferred sales charges ("CDSCs"), Rule 12b-1 distribution fees,
shareholder servicing fees, conversion features, exchange privileges and other
shareholder services applicable to each class of shares of the Funds.
The Trust is an open-end series investment company registered under the
1940 Act, the shares of which are registered on Form N-1A under the Securities
Act of 1933. The Trust hereby elects to offer multiple classes of shares of the
Funds pursuant to the provisions of Rule 18f-3 and the Plan. Appendix A, as it
may be amended from time to time, lists the Funds that have approved the Plan
and the classes of each such Fund. Each such Fund that has authorized the
issuance of multiple classes of shares is referred to as a "Multi-Class Fund"
hereunder.
II. _________Allocation of Expenses.
A._______Mandatory Class Expenses. Pursuant to Rule 18f-3, the Trust
allocates to each class of shares of a Multi-Class Fund: (i) any fees and
expenses incurred by the Fund in connection with the distribution of such class
of shares under a distribution plan adopted for such class of shares pursuant to
Rule 12b-1; and (ii) any fees and expenses incurred by the Fund under a
shareholder servicing plan in connection with the provision of shareholder
administrative or liaison services to the holders of such class of shares.
B._______Discretionary Class Expenses. In addition, pursuant to Rule
18f-3, the Trust may allocate the following fees and expenses to a particular
class of shares of a Multi-Class Fund:
(i) transfer agent fees identified by the transfer agent as being
attributable to such class of shares;
(ii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports, notices, prospectuses,
reports, and proxies to current shareholders of that class or to regulatory
agencies with respect to such class of shares;
(iii) blue sky notification or other filing fees incurred with respect
to such class of shares;
(iv) Securities and Exchange Commission registration fees incurred with
respect to such class of shares;
(v) the expense of administrative personnel and services
(including, but not limited to, those of a portfolio
accountant, custodian or dividend paying agent charged with
calculating net asset values or determining or paying
dividends) as required to support the shareholders of such
class of shares;
(vi) litigation or other legal expenses incurred with respect to such
class of shares;
(vii) fees of the Trust's Trustees incurred with respect to matters
affecting such class of shares;
(viii) independent accountants' fees incurred with respect to such
class of shares; and
(ix) any other fees and expenses, not including advisory or
custodial fees or other expenses related to the management of
the Fund's assets, incurred with respect to such class of
shares.
For all purposes under this Plan, fees and expenses incurred "with
respect to" a class of shares are those fees and expenses that are actually
incurred in a different amount by the class or that relate to a different kind
or degree of services provided to the class. Any decision to treat expenses
referenced in this Subsection B as class expenses and any subsequent changes to
such decision will be reviewed and approved by the Board of Trustees of the
Trust, including a majority of the Trustees who are not interested persons of
the Trust.
C._______Relative Net Asset Value Allocation. Income, realized and
unrealized capital gains and losses, and any expenses of a Multi-Class Fund not
allocable to a particular class of the Fund pursuant to this Plan shall be
allocated to each class of the Fund based upon the relative net asset value of
that class in relation to the aggregate net asset value of the Fund. In certain
cases, a service provider for a Multi-Class Fund may waive or reimburse all or a
portion of the expenses of a specific class of shares of the Multi-Class Fund.
The Board of Trustees will monitor any such waivers or reimbursements to ensure
that they do not generate inappropriate cross-subsidization between classes.
III. _________Class Arrangements.
The following summarizes the maximum initial sales charges, CDSCs, Rule
12b-1 distribution fees, shareholder servicing fees, conversion features,
exchange privileges and other shareholder services applicable to a particular
class of shares of the Multi-Class Funds. Appendix A sets forth the actual sales
charges, Rule 12b-1 fees and shareholder servicing fees of each class of shares
of each Multi-Class Fund. Additional details and restrictions regarding such
fees and services are set forth in the relevant Fund's current Prospectus and
Statement of Additional Information.
_________A._______Class A Shares -- Multi-Class Funds
1. Maximum Initial Sales Charge: Not to exceed 5.75% of the net asset
value at the time of purchase, as further specified in Appendix A.
2. Contingent Deferred Sales Charge: Class A shares that are
purchased at NAV in amounts of $1,000,000 or more will be
assessed a 1.00% CDSC if they are redeemed within one year
from the date of purchase.
3. Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.25% of average
daily net assets attributable to Class A shares, as further specified in
Appendix A.
4. Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average
daily net assets attributable to Class A shares, as further specified in
Appendix A.
5. Conversion Features: None
6. Exchange Privileges: As described in the current prospectus for each Fund.
_________B._______Class B Shares -- Multi-Class Funds
1. Maximum Initial Sales Charge: None
2. Contingent Deferred Sales Charge: Class B shares that are
redeemed within six years from the receipt of a purchase order
affecting such shares are subject to a CDSC equal to the
indicated percentage of the dollar amount equal to the lesser
of the net asset value ("NAV") at the time of purchase of the
Class B shares being redeemed or the NAV of such shares at the
time of redemption. No CDSC is imposed on Class B shares
purchased through reinvestment of dividends or capital gain
distributions.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Redemption Within: 1 Year 2 Years 3 Years 4 Years 5 Years 6 Years 7 Years
- ----------------- ------ ------- ------- ------- ------- ------- -------
CDSC: 5.0% 4.0% 3.0% 3.0% 2.0% 1.0% 0.0%
</TABLE>
3. Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.75% of average
daily net assets attributable to Class B shares, as further specified in
Appendix A.
4. Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average
daily net assets attributable to Class B shares, as further specified in
Appendix A.
5. Conversion Features: Class B shares of a Multi-Class Fund that have been
outstanding for seven years after the end of the month in which the shares were
initially purchased automatically convert to Class A shares of such Fund. Such
conversion is on the basis of the relative NAVs of the two classes, without the
imposition of any sales charge or other charge.
6. Exchange Privileges: As described in the current prospectus for each Fund.
C. Class C Shares-- Multi-Class Funds
1. Maximum Initial Sales Charge: None
2. Contingent Deferred Sales Charge: Class C shares that are redeemed within one
year of the receipt of a purchase order affecting such shares are subject to a
CDSC equal to 1.00% of an amount equal to the lesser of NAV at the time of
purchase of the Class C shares being redeemed or the NAV of such shares at the
time of redemption. No CDSC is imposed on Class C shares purchased through
reinvestment of dividends or capital gain distributions.
3. Maximum Annual Rule 12b-1 Distribution Fee: Not to exceed 0.75% of average
daily net assets attributable to Class C shares, as further specified in
Appendix A.
4. Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25% of average
daily net assets attributable to Class C shares, as further specified in
Appendix A.
5. Conversion Features: None
6. Exchange Privileges: As described in the current prospectus for each Fund.
D. Institutional Class Shares -- Multi-Class Funds
1. Maximum Initial Sales Charge: None
2. Contingent Deferred Sales Charge: None
3. Maximum Annual Rule 12b-1 Distribution Fee: None
4. Maximum Annual Shareholder Servicing Fee: Not to exceed 0.10%
of average daily net assets attributable to Institutional
Class shares, as further specified in Appendix A.
5. Conversion Features: None.
6. Exchange Privileges: As described in the current prospectus for each Fund.
E. Service Class Shares -- Multi-Class Funds
1. Maximum Initial Sales Charge: None
2. Contingent Deferred Sales Charge: None
3. Maximum Annual Rule 12b-1 Distribution Fee: None
4. Maximum Annual Shareholder Servicing Fee: Not to exceed 0.25%
of the average daily net assets attributable to Service Class
shares, as further specified in Appendix A.
5. Conversion Features: None.
6. Exchange Privileges: As described in the current prospectus for each Fund.
7. Other Class-Specific Shareholder Services: None
F. Class O Shares -- Multi-Class Funds:
1. Maximum Initial Sales Charge: None
2. Contingent Deferred Sales Charge: None
3. Maximum Annual Rule 12b-1 Distribution Fee: None.
4. Maximum Annual Shareholder Servicing Fee: Not to exceed 0.20 of average
daily net assets attributable to Class O Shares, as further specified in
Appendix A.
5. Conversion Features: None.
6. Exchange Privileges: As described in the current prospectus for the Fund.
7. Other Class-Specific Shareholder Services: None.
IV. Board Review.
The Board of Trustees of the Trust shall review the Plan as it deems
necessary. Prior to any material amendment(s) to the Plan with respect to any
Multi-Class Fund's shares, the Trust's Board of Trustees, including a
majority of the Trustees that are not interested persons of the Trust, shall
find that the Plan, as proposed to be amended (including any proposed
amendments to the method of allocating class and/or fund expenses), is in the
best interest of each class of shares of the Fund individually and the Fund
as a whole. In considering whether to approve any proposed amendment(s) to
the Plan, the Trustees of the Trust shall request and evaluate such
information as they consider reasonably necessary to evaluate the proposed
amendment(s) to the Plan.
Adopted: March 26, 1999
<PAGE>
APPENDIX A
<TABLE>
- --------------------------------------------- -------------- -------------- --------------- ----------------
Funds Trust Maximum Maximum
Multi Class Funds Initial Maximum Maximum 12b-1 Shareholder
Sales Charge CDSC Fee Servicing Fee
- --------------------------------------------- -------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------- -------------- -------------- --------------- ----------------
1. Arizona Tax-Free Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
2. Asset Allocation Fund
Class A 5.75 1.00* None 0.10
Class B None 5.00 0.75 0.10
Class C None 1.00 0.75 0.10
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
3. California Tax-Free Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
4. California Limited Term Tax-Free
Fund
Class A 4.50 1.00* None 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
5. California Tax-Free Money Market
Fund
Class A None None None 0.25
Service Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
6. Cash Investment Money Market Fund
Institutional Class None None None None
Service Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
7. Colorado Tax-Free Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
8. Corporate Bond Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
9. Diversified Equity Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
10. Diversified Small Cap Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None 0.10
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
11. Equity Income Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- ---------------
12. Equity Index Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class O None None None 0.20
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
13. Equity Value Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
14. Government Money Market Fund
Class A None 1.00* None 0.25
Service Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
15. Growth Balanced Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
16. Growth Equity Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
17. Growth Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
18. Income Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
19. Income Plus Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
20. Index Allocation Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
21. Intermediate Government Income Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
22. International Equity Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
23. International Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
24. Large Company Growth Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
25. LifePath Opportunity Fund
Class A 5.75 1.00* 0.25 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
26. LifePath 2010 Fund
Class A 5.75 1.00* 0.25 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
27. LifePath 2020 Fund
Class A 5.75 1.00* 0.25 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
28. LifePath 2030 Fund
Class A 5.75 1.00* 0.25 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
29. LifePath 2040 Fund
Class A 5.75 1.00* 0.25 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
30. Limited Term Government Income Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
31. Minnesota Tax-Free Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
32. Money Market Fund
Class A None None None 0.25
Class B None 5.00 0.75 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
33. National Tax-Free Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
34. National Tax-Free Institutional
Money Market Fund
Institutional Class None None None None
Service Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
35. Oregon Tax-Free Fund
Class A 4.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
36. Small Cap Growth Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Class C None 1.00 0.75 0.25
Institutional Class None None None 0.10
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
37. Small Cap Opportunities Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None 0.10
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
38. Small Cap Value Fund
Class A 5.75 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None 0.10
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
39. Stable Income Fund
Class A 1.50 1.00* None 0.25
Class B None 5.00 0.75 0.25
Institutional Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
40. 100% Treasury Money Market Fund
Class A None None None 0.25
Service Class None None None None
- --------------------------------------------- -------------- -------------- --------------- ----------------
- --------------------------------------------- -------------- -------------- --------------- ----------------
41. Treasury Plus Institutional Money
Market Fund
Institutional Class None None None None
Service Class None None None 0.25
- --------------------------------------------- -------------- -------------- --------------- ----------------
</TABLE>
- --------------------
* Class A shares that are purchased at NAV in amounts of $1,000,000 or more
will be assessed a 1.00% CDSC if they are redeemed within one year from the
date of purchase. All other Class A shares will not have a CDSC.
Adopted: March 26, 1999, as amended on October 28, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this amendment to the Registration Statement
on Form N1-A pursuant to Rule 485(b) under the Securities Act of 1933, and has
duly caused this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized in the City of Little Rock,
State of Arkansas on the 17th day of December, 1999.
WELLS FARGO FUNDS TRUST
By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:
Signature Title Date
* Trustee
Robert C. Brown
* Trustee
Donald H. Burkhardt
* Trustee
Jack S. Euphrat
* Trustee
Thomas S. Goho
* Trustee
Peter G. Gordon
* Trustee
W. Rodney Hughes
* Trustee
Richard M. Leach
* Trustee
J. Tucker Morse
* Trustee
Timothy J. Penny
* Trustee
Donald C. Willeke
/s/ Richard H. Blank, Jr. Assistant Secretary 12/17/99
Richard H. Blank, Jr.
As Attorney-in-Fact
December 17, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereto duly authorized in
the City of Little Rock, State of Arkansas on the 17th day of December, 1999.
WELLS FARGO CORE TRUST
By /s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:
Signature Title Date
* Trustee
(Robert C. Brown)
* Trustee
(Jack S. Euphrat)
* Trustee
(Thomas S. Goho)
* Trustee
(Peter Gordon)
* Trustee
(W. Rodney Hughes)
* Trustee
(J. Tucker Morse)
* Trustee
(Donald H. Burkhardt)
* Trustee
(Richard M. Leach)
* Trustee
(Timothy J. Penny)
* Trustee
(Donald C. Willeke)
By /s/ Richard H. Blank, Jr. 12/17/99
Richard H. Blank, Jr.
As Attorney-in-Fact
December 17, 1999
[MORRISON & FOERSTER LLP LETTERHEAD]
December 17, 1999
Wells Fargo Funds Trust
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock of
Wells Fargo Funds Trust
Ladies/Gentlemen:
We refer to the Registration Statement on Form N-1A (SEC File Nos.
333-74295 and 811-09253) (the "Registration Statement") of Wells Fargo Funds
Trust (the "Trust") relating to the registration of an indefinite number of
shares of common stock of the Trust (collectively, the "Shares").
We have been requested by the Trust to furnish this opinion as
Exhibit (i) to the Registration Statement.
We have examined documents relating to the organization of the
Trust and its series and the authorization and issuance of shares of its series.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance and sale of the Shares by the Trust, upon completion
of such corporate action as is deemed necessary or appropriate, will be duly and
validly authorized by such corporate action and assuming delivery by sale or in
accord with the Trust's dividend reinvestment plan in accordance with the
description set forth in the Fund's current prospectus under the Securities Act
of 1933, as amended, the Shares will be legally issued, fully paid and
nonassessable by the Trust.
<PAGE>
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the
reference to the description of advice rendered by our firm under the heading
"Counsel" in the Statements of Additional Information, which are included as
part of the Registration Statement.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
