As filed with the Securities and Exchange Commission
on October 30, 2000
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. 16 x
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And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 17 x
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WELLS FARGO FUNDS TRUST
(Exact Name of Registrant as specified in Charter)
525 Market Street
San Francisco, CA 94163
(Address of Principal Executive Offices, including Zip Code)
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Registrant's Telephone Number, including Area Code: (800) 643-9691
C. David Messman
Wells Fargo Bank, N.A.
633 Folsom Street, 7th Floor
San Francisco, CA 94107-3600
(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
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on _________ pursuant to Rule 485(b)
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60 days after filing pursuant to Rule 485(a)(1), or
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on _________ pursuant to Rule 485(a)(1)
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75 days after filing pursuant to Rule 485(a)(2), or
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on ___________pursuant to Rule 485(a)(2)
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If appropriate, check the following box:
this post-effective amendment designates a new effective date for a previously
filed post-effective amendment.
EXPLANATORY NOTE
This Post-Effective Amendment No. 16 to the Registration Statement of
Wells Fargo Funds Trust (the "Trust") is being filed to update certain exhibits
under Item 23 of Part C. Parts A and B are hereby incorporated by reference.
This Post-Effective Amendment does not affect any other part of the Registration
Statement for the Trust.
WELLS FARGO FUNDS TRUST
Cross Reference Sheet
Form N-1A Item Number
Part A Prospectus Captions
1 Front and Back Cover Pages
2 Objectives and Principal Strategies
Important Risks
3 Summary of Expenses
Example of Expenses
4 Objectives and Principal Strategies
Important Risks
See Individual Fund Summaries
General Investment Risks
5 Not applicable
6 Organization and Management of the Funds
7 Your Account
How to Buy Shares
How to Sell Shares
Exchanges
Dividends and Distributions
Taxes
8 Distribution Plan
Exchanges
9 See Individual Fund Summaries
Part B Statement of Additional Information Captions
10 Cover Page and Table of Contents
11 Historical Fund Information
Cover Page
12 Investment Restrictions
Additional Investment Policies
Risk Factors
13 Management
14 Capital Stock
15 Management
16 Portfolio Transactions
17 Capital Stock
18 Determination of Net Asset Value
Additional Purchase and Redemption Information
19 Federal Income Taxes
20 Management
21 Performance Calculations
22 Financial Information
Part C Other Information
23-30 Information required to be included in Part C is set
forth under the appropriate Item, so numbered, in
Part C of this Document.
WELLS FARGO FUNDS TRUST
File Nos. 333-74295; 811-09253
PART C
OTHER INFORMATION
Item 23. Exhibits.
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Exhibit
Number Description
(a) - Amended and Restated Declaration of Trust,
incorporated by reference to Post-Effective
Amendment No. 8, filed December 17, 1999.
(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., filed
herewith.
(2)(i) - 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 Investment
Management North America, Inc., filed herewith.
(v) - Sub-Advisory Contract with Smith Asset
Management Group, L.P., filed herewith.
(vi) - Sub-Advisory Contract with Wells Capital
Management Incorporated, filed herewith.
(vii) - Sub-Advisory Contract with Dresdner RCM Global
Investors LLC, filed herewith.
(e) - Distribution Agreement with Form of Selling
Agreement, filed herewith.
(f) - Not applicable.
(g)(1) - Custody Agreement with Barclays Global
Investors, N.A., filed herewith.
(2) - Custody Agreement with Wells Fargo Bank
Minnesota, N.A., filed herewith.
(i) Delegation Agreement (17f-5) with Wells Fargo
Bank Minnesota, N.A., filed herewith.
(3) - Securities Lending Agreement by and among Wells
Fargo Funds Trust, Wells Fargo Bank, N.A. and
Wells Fargo Bank Minnesota, N.A., filed
herewith.
(4) - Custody and Accounting Agreement with Investors
Bank & Trust Company, filed herewith.
(h)(1) - Administration Agreement with Wells Fargo Bank,
N.A., filed herewith.
(2) - Fund Accounting Agreement with Forum Accounting
Services, LLC 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,
incorporated by reference to Post-Effective
Amendment No. 8, filed December 17, 1999.
(i) - Not applicable.
(j)(1) - Power of Attorney, Robert C. Brown,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(2) - Power of Attorney, Donald H. Burkhardt,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(3) - Power of Attorney, Jack S. Euphrat,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(4) - Power of Attorney, Thomas S. Goho, incorporated
by reference to Post-Effective Amendment No.
10, filed May 10, 2000.
(5) - Power of Attorney, Peter G. Gordon,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(6) - Power of Attorney, W. Rodney Hughes,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(7) - Power of Attorney, Richard M. Leach, filed
herewith.
(8) - Power of Attorney, J. Tucker Morse,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(9) - Power of Attorney, Timothy J. Perry,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(10) - Power of Attorney, Donald C. Willeke,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(11) - Power of Attorney, Michael J. Hogan,
incorporated by reference to Post-Effective
Amendment No. 10, filed May 10, 2000.
(12) - Power of Attorney, Karla M. Rabusch,
incorporated by reference to Post-Effective
Amendment No. 10, iled May 10, 2000.
(k) - Not applicable.
(l) - Not applicable.
(m) - Rule 12b-1 Plan, filed herewith; see Exhibit
(e) above for related Distribution Agreement.
(n) - Rule 18f-3 Plan, incorporated by reference to
Post-Effective Amendment No. 8, filed
December 17, 1999.
(p)(1) - Joint Code of Ethics for Funds Trust, Core
Trust and Variable Trust, incorporated by
reference to Post-Effective Amendment No. 15,
filed October 2, 2000.
(2) - Wells Fargo Bank, N.A. Code of Ethics,
incorporated by reference to Post-Effective
Amendment No. 15, filed October 2, 2000.
(3) - Barclays Global Investors, N.A. Code of Ethics,
incorporated by reference to Post-Effective
Amendment No. 15, filed October 2, 2000.
(4) - Dresdner RCM Global Investors, Inc. Code of
Ethics, incorporated by reference to Post-
Effective Amendment No. 15, filed
October 2, 2000.
(5) - Galliard Capital Management, Inc. Code of
Ethics, incorporated by reference to Post-
Effective Amendment No. 15, filed
October 2, 2000.
(6) - Peregrine Capital Management, Inc. Code of
Ethics, incorporated by reference to Post-
Effective Amendment No. 15, filed
October 2, 2000.
(7) - Schroder Investment Management North America,
Inc. Code of Ethics, incorporated by reference
to Post-Effective Amendment No. 15, filed
October 2, 2000.
(8) - Smith Asset Management Group, L.P. Code of
Ethics, incorporated by reference to Post-
Effective Amendment No. 15, filed
October 2, 2000.
(9) - Wells Capital Management, Inc. Code of Ethics,
incorporated by reference to Post-Effective
Amendment No. 15, filed October 2, 2000.
Item 24. Persons Controlled by or Under Common Control with the Fund.
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Registrant believes that no person is controlled by or under
common control with Registrant.
Item 25. Indemnification.
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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. 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 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
and/or its subsidiaries.
(b) Barclays Global Fund Advisors ("BGFA"), a wholly-owned
subsidiary of Barclays Global Investors, N.A. ("BGI"), serves as an adviser or
sub-adviser to various Funds of the Trust and as adviser or sub-adviser to
certain other open-end management investment companies. The description of BGFA
in Parts A and B of this Registration Statement is incorporated by reference
herein. The directors and officers of BGFA also serve as directors or officers
of BGI. To the knowledge of the Registrant, none of the directors or executive
officers of BGFA 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.
(c) Wells Capital Management, Inc. ("WCM"), a wholly-owned
subsidiary of Wells Fargo Bank, N.A., serves as sub-adviser to various Funds of
the Trust. The description of WCM in Parts A and B of this Registration
Statement is incorporated by reference herein. None of the directors and
principal executive officers of WCM serves, or has served in the past two fiscal
years, in such capacity for any other entity.
(d) Peregrine Capital Management, Inc. ("Peregrine"), an
indirect wholly-owned subsidiary of Wells Fargo & Company, serves as sub-adviser
to various Funds of the Trust. The description of Peregrine in Parts A and B of
the Registration Statement is incorporated by reference herein. To the knowledge
of the Registrant, none of the directors or executive officers of this
sub-adviser is or has been at any time during the last two fiscal years engaged
in any other business, profession, vocation or employment of a substantial
nature.
(e) Schroder Investment Management North America Inc.
("SIMNA"), serves as sub-adviser to various Funds of the Trust. The description
of SIMNA in Parts A and B of the Registration Statement are incorporated by
reference herein. The address 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. To the knowledge of the Registrant, none of the directors or executive
officers of this sub-adviser is or has been at any time during the last two
fiscal years engaged in any other business, profession, vocation or employment
of a substantial nature.
(f) Galliard Capital Management, Inc. ("Galliard"), an indirect,
wholly-owned subsidiary of Wells Fargo & Company serves as sub-adviser to
various Funds of the Trust. The descriptions of Galliard in Parts A and B of the
Registration Statement are incorporated by reference herein. The address of
Galliard is LaSalle Plaza, Suite 2060, 800 LaSalle Avenue, Minneapolis,
Minnesota 55479. To the knowledge of the Registrant, none of the directors or
executive officers of this sub-adviser is or has been at any time during the
last two fiscal years engaged in any other business, profession, vocation or
employment of a substantial nature.
(g) Smith Asset Management, L.P. ("Smith"), an indirect,
partially-owned subsidiary of Wells Fargo & Company serves as sub-adviser to
various Funds of the Trust. The descriptions of Smith in Parts A and B of the
Registration Statement are incorporated by reference herein. The address of
Smith is 300 Crescent Court, Suite 750, Dallas, Texas 75201. To the knowledge of
the Registrant, none of the directors or executive officers of this sub-adviser
is or has been at any time during the last two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature.
(h) Golden Capital Management ("Golden"), a division of Smith
Asset Management, L.P. serves as the sub-advisor to the OTC Growth Fund of the
Trust. The descriptions of Golden in Parts A and B of the Registration Statement
are incorporated by reference herein. The address of Golden is 10926 David
Taylor Drive, Suite 180, Charlotte, North Carolina 28262. To the knowledge of
the Registrant, none of the directors or executive officers of this sub-adviser
is or has been at any time during the last two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature.
(i) Dresdner RCM Global Investors LLC ("Dresdner"), an indirect,
wholly owned subsidiary of Dresdner Bank AG, serves as sub-advisor for the
Specialized Technology Fund of the Trust. The descriptions of Dresdner in Parts
A and B of the Registration Statement are incorporated by reference herein. The
address of Dresdner is Four Embarcadero Center, San Francisco, California 94111.
To the knowledge of the Registrant, none of the directors or executive officers
of this sub-adviser is or has been at any time during the last two fiscal years
engaged in any other business, profession, vocation or employment of a
substantial nature.
Item 27. Principal Underwriters.
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(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 Barclays Global Investors
Funds, Inc., Nations Fund, Inc., Nations Fund Trust, Nations Annuity Trust,
Nations LifeGoal Funds, Inc., Nations Reserves, Nations Funds Trust, Wells Fargo
Variable Trust and Wells Fargo Funds Trust, and is the exclusive placement agent
for Nations Master Investment Portfolio and Wells Fargo Core Trust, 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 Advisers 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 Wells Fargo Bank, 525
Market Street, San Francisco, California 94105.
(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 maintain 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) Wells Fargo 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. 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) Golden Capital Management maintains all Records relating to
its services as investment sub-adviser at 10926 David Taylor Drive, Suite 180,
Charlotte, North Carolina 28262.
(k) 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.
(l) Dresdner RCM Global Investors, Inc. maintains all
Records relating to its services as investment sub-adviser at Four Embarcadero
Center, San Francisco, California 94111.
Item 29. Management Services.
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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.
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WELLS FARGO FUNDS TRUST
FILE NOS. 333-74295; 811-09253
EXHIBIT INDEX
Exhibit Number Description
EX-99.B(d)(1)(i) Investment Advisory Agreement with Wells Fargo
Bank, N.A.
EX-99.B(d)(1)(ii) Fee and Expense Agreement between Wells Fargo
Funds Trust and Wells Fargo Bank, N.A.
EX-99.B(d)(2)(i) Sub-Advisory Contract with Barclays Global Fund
Advisors.
EX-99.B(d)(2)(ii) Sub-Advisory Contract with Galliard Capital
Management, Inc.
EX-99.B(d)(2)(iii) Sub-Advisory Contract with Peregrine Capital
Management, Inc.
EX-99.B(d)(2)(iv) Sub-Advisory Contract with Schroder Investment
Management North America, Inc.
EX-99.B(d)(2)(v) Sub-Advisory Contract with Smith Asset Management
Group, L.P.
EX-99.B(d)(2)(vi) Sub-Advisory Contract with Wells Capital
Management Incorporated
EX-99.B(d)(2)(vii) Sub-Advisory Contract with Dresdner RCM Global
Investors LLC
EX-99.B(e) Distribution Agreement with Form of Selling
Agreement
EX-99.B(g)(1) Custody Agreement with Barclays Global Investors,
N.A.
EX-99.B(g)(2) Custody Agreement with Wells Fargo Bank Minnesota,
N.A.
EX-99.B(g)(2)(i) Delegation Agreement with Wells Fargo Bank
Minnesota, N.A.
EX-99.B(g)(3) Securities Lending Agreement by and among Wells
Fargo Funds Trust, Wells Fargo Bank, N.A., and
Wells Fargo Bank Minnesota, N.A.
EX-99.B(g)(4) Custody and Accounting Agreement with Investors
Bank & Trust Company
EX-99.B(h)(1) Administration Agreement with Wells Fargo Bank,
N.A.
EX-99.B(h)(2) Fund Accounting Agreement with Forum Accounting
Services, LLC
EX-99.B(h)(3) Transfer Agency and Service Agreement with Boston
Financial Data Services, Inc.
EX-99.B(h)(4) Shareholder Servicing Plan
EX-99.B(j)(7) Power of Attorney, Richard M. Leach
EX-99.B(m) Rule 12b-1 Plan
EX-99.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
A-2
WELLS FARGO FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
<TABLE>
<S> <C> <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. Mid Cap Growth Fund 0.75
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
32. Minnesota Intermediate Tax-Free Fund 0.40
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
33. Minnesota Tax-Free Fund 0.40
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
34. Minnesota Money Market Fund 0.30
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
35. Moderate Balanced Fund 0.60
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
36. Money Market Fund 0.40
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
37. Money Market Trust 0.0
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
38. National Limited Term Tax-Free Fund 0.40
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
39. National Tax-Free Fund 0.40
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
40. National Tax-Free Institutional Money Market Fund 0.10
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
41. National Tax-Free Money Market Fund 0.25
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
42. National Tax-Free Money Market Trust 0.0
--------------------------------------------------------- ------------------------
43. Nebraska Tax-Free Fund 0.50
--------------------------------------------------------- ------------------------
44. Oregon Tax-Free Fund 0.40
--------------------------------------------------------- ------------------------
45. OTC Growth Fund 0.65
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
46. Overland Express Sweep Fund 0.45
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
47. Prime Investment Money Market Fund 0.10
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
48. Small Cap Growth Fund 0.90
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
49. Small Cap Opportunities Fund 0.90
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
50. Small Cap Value Fund 0.90
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
51. Small Company Growth Fund 0.90
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
52. Specialized Technology Fund 1.10
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
53. Stable Income Fund 0.50
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
54. Strategic Income Fund 0.52
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
55. Treasury Plus Institutional Money Market Fund 0.10
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
56. Treasury Plus Money Market Fund 0.35
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
57. 100% Treasury Money Market Fund 0.35
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
58. Variable Rate Government Fund 0.50
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
59. Wealthbuilder Growth Balanced Portfolio 0.35
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
60. Wealthbuilder Growth & Income Portfolio 0.35
--------------------------------------------------------- ------------------------
--------------------------------------------------------- ------------------------
61. Wealthbuilder Growth Portfolio 0.35
--------------------------------------------------------- ------------------------
</TABLE>
Approved by Board of Trustees: March 26, 1999, as amended October 28, 1999,
May 9, 2000, and July 25, 2000.
EX-99.B(d)(1)(ii)
FEE AND EXPENSE AGREEMENT AMONG
WELLS FARGO FUNDS TRUST, WELLS FARGO CORE TRUST AND
WELLS FARGO BANK, N.A.
THIS AMENDED AGREEMENT is made as of this 25th day of July, 2000 as
amended on October 24, 2000, and relates to the agreement made as of November 8,
1999, as amended May 9, 2000, among Wells Fargo Funds Trust (the "Trust"), a
Delaware business trust, for itself and on behalf of its series listed in
Schedules A, B and C and, attached hereto (individually referred to as the
"Fund" or collectively referred to as the "Funds"), Wells Fargo Core Trust, a
Delaware business trust, and Wells Fargo Bank, N.A. ("Wells Fargo" or the
"Advisor"), 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; and
WHEREAS, Wells Fargo serves as investment advisor and/or administrator
to each of the Funds pursuant to an investment advisory agreement (the
"Investment Advisory Agreement") and/or an Administration Agreement
("Administration Agreement");
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 (the
"Waivers") to the extent necessary to not exceed the total net operating expense
ratios (the "Capped Operating Expense Ratios") for each class of the Funds of
the Trust, as set forth in Schedules A, B and C attached hereto. For purposes of
this Agreement, fees payable by a Fund that is a money market fund will not be
treated as operating expenses of a Fund that owns shares of such money market
fund. For purposes of this Agreement, except with respect to the WealthBuilder
Funds, fees payable by a portfolio of Wells Fargo Core Trust or a Fund that is
not a money market fund will be treated as operating expenses of a Fund that
owns shares of such portfolio or non-money market fund.
2. Duration of the Agreement. The parties agree that Wells Fargo will maintain
the Capped Operating Expense Ratios for an initial waiver period (the "Initial
Waiver Period"). For each Fund of the Trust listed in Schedule A, except the
Asset Allocation and Equity Income, the Initial Waiver Period will be one year
from the closing of the reorganization of the Wells Fargo and Norwest Advantage
Fund families ("Stagecoach/Norwest Reorganization"). For the Asset Allocation
and Equity Income Funds, the Initial Waiver Period will be two years from the
closing of the Stagecoach/Norwest Reorganization. For the Nebraska Tax-Free Fund
listed in Schedule B the Initial Waiver Period will be one year from the closing
of the reorganization of the Great Plains Tax-Free Bond Fund into the Nebraska
Tax-Free Fund. For each Fund of the Trust listed in Schedule C, the Initial
Waiver Period will be one year from the date of the most recent annual
prospectus containing such Fund.
In addition to the Initial Waiver Period, the parties agree that Wells
Fargo's obligation to maintain the Capped Operating Expense Ratios listed in
Schedules A, B and C will renew automatically for a period of one year from the
date of each annual prospectus containing the affected Fund unless Wells Fargo
(i) notifies the Board of Trustees that it does not want a particular waiver to
automatically extend for another mandatory one-year period, and/or (ii) obtains
the approval of the Board of Trustees to eliminate or reduce the required
waiver/reimbursement prior to such an automatic renewal. If Wells Fargo notifies
the Board of Trustees that it does not want to extend a waiver for a particular
Fund or Funds for another mandatory one-year period but the Board does not
approve the elimination or reduction of the waiver, Wells Fargo will maintain
the net operating expense ratio of the Fund (as specified in Schedule D) until
such time as the Board of Trustees approves the elimination or reduction of the
waiver.
3. 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
unenforceability of any such other provision or agreement. In addition, each
provision herein shall be treated as separate and independent with respect to
each Fund. No modification or amendment of this Agreement shall be binding
unless in writing and executed by Wells Fargo, the Trust and, if affected
thereby, Wells Fargo Core Trust.
IN WITNESS WHEREOF, the parties have duly executed this amended
Agreement as of October 24, 2000.
WELLS FARGO FUNDS TRUST, for itself and on behalf of its
series listed on Schedules A, B and C attached hereto
WELLS FARGO BANK, N.A.
By /s/ C. David Messman
C. David Messman
Secretary
By /s/ Michael J. Hogan
---------------------
Michael J. Hogan
Executive Vice President
WELLS FARGO CORE TRUST
By /s/ C. David Messman
------------------------------
C. David Messman
Secretary
By /s/ Andrew Owen
----------------
Andrew Owen
Vice President
A-4
SCHEDULE A
WELLS FARGO FUNDS TRUST
CAPPED OPERATING EXPENSE RATIOS
<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 Limited Term Tax-Free
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%
Class I
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
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>
B-1
SCHEDULE B
WELLS FARGO FUNDS TRUST
CAPPED OPERATING EXPENSE RATIOS
<TABLE>
<S> <C>
--------------------------------------------------------------------- ----------------------------------
NAME OF FUND CAPPED OPERATING
EXPENSE RATIO
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
Nebraska Tax-Free Fund
Class I 0.83%
--------------------------------------------------------------------- ----------------------------------
</TABLE>
C-2
SCHEDULE C
WELLS FARGO FUNDS TRUST
CAPPED OPERATING EXPENSE RATIOS
<TABLE>
<S> <C>
--------------------------------------------------------------------- ----------------------------------
NAME OF FUND CAPPED OPERATING
EXPENSE RATIO
--------------------------------------------------------------------- ----------------------------------
California Tax-Free Money Market Fund
Service Class 0.45%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
International Equity Fund
Class I 1.50%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
Large Company Growth Fund
Class C 1.75%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
LifePath Opportunity Fund
Class I 1.05%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
LifePath 2010 Fund
Class I 1.05%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
LifePath 2020 Fund
Class I 1.05%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
LifePath 2030 Fund
Class I 1.05%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
LifePath 2040 Fund
Class I 1.05%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
OTC Growth Fund
Class O 1.30%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
Mid Cap Growth Fund
Class A 1.40%
Class B 2.15%
Class C 2.15%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
Specialized Technology Fund
Class A 1.75%
Class B 2.15%
Class C 2.15%
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
100% Treasury Money Market Fund
Class A 0.65%
--------------------------------------------------------------------- ----------------------------------
</TABLE>
SCHEDULE D
WELLS FARGO FUNDS TRUST
CAPPED OPERATING EXPENSE RATIOS
<TABLE>
<S> <C>
--------------------------------------------------------------------- ----------------------------------
NAME OF FUND CAPPED OPERATING
EXPENSE RATIO
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
--------------------------------------------------------------------- ----------------------------------
</TABLE>
As approved by the Boards of Trustees: July 25, 2000, as amended October
24, 2000.
EX-99.B(d)(2)(i)
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.
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/ Michael J. Hogan
-----------------------------
Name: Michael J. Hogan
Title: Executive Vice President
By: /s/ C. David Messman
------------------------
Name: C. David Messman
Title: Vice President
AGREED to as of the date set forth above.
BARCLAYS GLOBAL FUND ADVISORS
By: /s/ J.S. Parsons
-----------------
Name: J.S. Parsons
Title: Managing Director
By: /s/ Julia LeSage
-----------------
Name: Julia LeSage
Title: Principal
ACCEPTED as of the date set forth above.
WELLS FARGO FUNDS TRUST,
on behalf of each Fund listed on
attached Appendix I
By: /s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
Assistant Secretary
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.
Fund Investment Advisory Fee
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
[Nasdaq 100 Tilt Fund] [0.__%]
Approved by Board of Trustees: March 26, 1999, as amended May 9, 2000.
EX-99.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
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
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
January 25, 2000 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. 0.045% on the first $300 million;
b. 0.04% on all sums in excess of $300 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
EX-99.B(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/ C. Robert B. Mersky
-------------------------
Robert B. Mersky
President
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.
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/ Robert B. Mersky
-----------------------------------
By: Robert B. Mersky
President
EX-99.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.
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
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
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.
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
EX-99.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, as amended
July 25, 2000, 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;
WHEREAS, the Trust and the Adviser desire that the Golden Capital
Management Division ("Golden") of the Sub-Adviser perform the investment
advisory services for the OTC Growth Fund, and Golden 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 Golden
shall manage the investment and reinvestment of the assets of the OTC Growth
Fund 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 525
Market Street, San Francisco, California 94105, 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/ C. David Messman
---------------------
C. David Messman
Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
-----------------------
Michael J. Hogan
Executive Vice President
By: /s/ Andrew Owen
-------------------
Andrew Owen
Vice President
SMITH ASSET MANAGEMENT, L.P.
on behalf of the Sub-Adviser
By: /s/ Stephen S. Smith
------------------------
Stephen S. Smith
Principal
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
OTC Growth Fund
Small Cap Value Fund
Strategic Income Fund
Approved by Board of Trustees: March 26, 1999, as amended May 9, 2000.
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
May 9, 2000 and July 25, 2000, 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 for the OTC
Growth Fund on a monthly basis by applying annual rate as described below of the
assets of the OTC Growth Fund:
a. 0.25% of the first $250 million;
b. 0.23% of the next $250 million; and
c. 0.20% of the amount in excess of $500 million.
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 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.
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.
By: /s/ Stephen S. Smith
----------------------
Stephen S. Smith
Principal
EX-99.B(d)(2)(vi)
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG WELLS FARGO FUNDS TRUST,
WELLS FARGO BANK, N.A. AND
WELLS CAPITAL MANAGEMENT, INCORPORATED
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 Wells Capital Management, Incorporated, a corporation organized under
the laws of the State of California, with its principal place of business at 525
Market Street, San Francisco, California 94163 (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 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 or supplemented 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 Richard H. Blank, Jr., and that of the Adviser shall
be 525 Market Street, 12th Floor, San Francisco, California 94105,
Attention: Michael J. Hogan, and that of the Sub-Adviser shall be 525 Market
Street, 10th Floor, San Francisco, California 94163, Attention: J. Mari Casas.
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
WELLS CAPITAL MANAGEMENT
INCORPORATED
on behalf of the Sub-Adviser
By: /s/ J. Bari Casas
---------------------
J. Mari Casas
Chief Operating Officer
Appendix A
Aggressive Balanced-Equity Fund Arizona Tax-Free Fund California Tax-Free Fund
California Limited Term Tax-Free Fund California Tax-Free Money Market Fund
California Tax-Free Money Market Trust Cash Investment Money Market Fund
Colorado Tax-Free Fund Corporate Bond Fund Diversified Bond Fund Diversified
Equity Fund Diversified Small Cap Fund Equity Income Fund Equity Index Fund
Equity Value Fund Government Money Market Fund Growth Balanced Fund Growth
Equity Fund Growth Fund Income Fund Income Plus Fund Index Fund Intermediate
Government Income Fund International Equity Fund Limited Term Government Income
Fund
Income Fund
Mid Cap Growth Fund
Minnesota Intermediate Tax-Free Fund
Minnesota Money Market Fund
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Money Market Trust
National Limited Term Tax-Free Fund
National Tax-Free Fund
National Tax-Free Institutional Money Market Fund National Tax-Free Money Market
Fund National Tax-Free Money Market Trust Nebraska Tax-Free Fund Oregon Tax-Free
Fund Overland Express Sweep Fund Prime Investment Money Market Fund
Income Fund
Small Cap Growth Fund
Strategic Income Fund
Treasury Plus Institutional Money Market Fund
Treasury Plus Money Market Fund
Variable Rate Government Fund
Wealthbuilder Growth Portfolio
Wealthbuilder Growth & Income Portfolio
Wealthbuilder Growth Balanced Portfolio
100% Treasury Money Market Fund
Approved by Board of Trustees: March 26, 1999, & amended October 28, 1999, May
9, 2000 and July 25, 2000.
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 May
9, 2000, and July 25, 2000 by and between Wells Fargo Bank, N.A. (the "Adviser")
and Wells Capital Management, Incorporated (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 listed for each Fund listed
in Appendix A, and for the Aggressive-Balanced Equity Fund, Diversified Bond
Fund, Diversified Equity Fund, Diversified Small Cap Fund, Equity Income Fund,
Growth Balanced Fund, Growth Equity Fund, Index Fund, Moderate Balanced Fund and
Strategic Income Fund:
for the assets formerly invested in the Equity Income Portfolio
a. 0.25% on the first $200 million;
b. 0.20% on the next $200 million;
c. 0.15% on all sums in excess of $400 million.
for the assets formerly invested in the Index Portfolio
a. 0.02% on the first $200 million; and
b. 0.01% on all sums in excess of $200 million.
for the assets formerly invested in International Equity Portfolio
a. 0.35% on the first $200 million;
b. 0.25% on the next $200 million;
c. 0.15% on all sums in excess of $400 million.
for the assets formerly invested in Small Cap Index Portfolio
a. 0.02% on the first $200 million;
b. 0.01% on all sums in excess of $200 million.
provided, that no fee shall be payable hereunder with respect to any of the
Funds listed above 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) or 12(d)(1)(G) under the Act.
However, the sub-adviser shall receive a fee of 0.05% of the assets of the
Aggressive Balanced-Equity Fund, Growth Balanced Fund and the Moderate Balanced
Fund and 0.05% from each Wealthbuilder Portfolio for providing services with
respect to which Core Trust Portfolios (or, in the case of the Wealthbuilder
Portfolios, other unaffiliated funds) these Funds will invest in and the
percentage to allocate to each Core Portfolio or unaffiliated fund in reliance
on Section 12(d)(1)(G) under the Act, the rules thereunder, or 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").
The net assets under management against which the foregoing fees are to be
applied are the net assets as of the first business 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. If the determination of the net asset value
is suspended as of the first business day of the month, the net asset value for
the last day prior to such suspension shall for this purpose be deemed to be the
net asset value on the first business day of the month.
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 BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
-----------------------
Michael J. Hogan
Executive Vice President
By: /s/ Andrew Owen
-----------------
Andrew Owen
Vice President
WELLS CAPITAL MANAGEMENT
INCORPORATED
on behalf of the Sub-Adviser
By: /s/ J. Mari Casas
-------------------
J. Mari Casas
Chief Operating Officer
Appendix A
<TABLE>
<S> <C>
---------------------------------------------------------------- --------------------------
Fee as % of Avg. Daily
Funds Trust Funds Net Asset Value
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Arizona Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
California Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
California Limited Term Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
California Tax-Free Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
California Tax-Free Money Market Trust 0-1000M 0.0
>1000M 0.0
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Cash Investment Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Colorado Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Corporate Bond Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Equity Index Fund 0-200M 0.02
>200M 0.01
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Equity Value Fund 0-200M 0.25
200-400M 0.20
>400M 0.15
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Government Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Growth Fund 0-200M 0.25
200-400M 0.20
>400M 0.15
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Income Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Income Plus Fund 0-400M 0.20
400-800M 0.175
>800M 0.15
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Intermediate Government Income Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
International Equity Fund 0-200M 0.35
200-400M 0.25
>400M 0.15
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Limited Term Government Income Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Mid Cap Growth Fund 0-200M 0.25
200-400M 0.20
>400M 0.15
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Minnesota Intermediate Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Minnesota Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Minnesota Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Money Market Trust 0-1000M 0.00
>1000M 0.00
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
National Limited Term Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
National Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
National Tax-Free Institutional Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
National Tax-Free Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
National Tax-Free Money Market Trust 0-1000M 0.0
>1000M 0.0
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Nebraska Tax-Free Fund 0-400M 0.20
400-800M 0.175
>800M 0.15
---------------------------------------------------------------- --------------------------
Oregon Tax-Free Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
Overland Express Sweep Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Prime Investment Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Small Cap Growth Fund 0-200M 0.25
200-400M 0.20
>400M 0.15
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Treasury Plus Institutional Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Treasury Plus Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Variable Rate Government Fund 0-400M 0.15
400-800M 0.125
>800M 0.10
---------------------------------------------------------------- --------------------------
---------------------------------------------------------------- --------------------------
Wealthbuilder Growth Balanced Portfolio 0.05
---------------------------------------------------------------- --------------------------
Wealthbuilder Growth & Income Portfolio 0.05
---------------------------------------------------------------- --------------------------
Wealthbuilder Growth Portfolio 0.05
---------------------------------------------------------------- --------------------------
100% Treasury Money Market Fund 0-1000M 0.05
>1000M 0.04
---------------------------------------------------------------- --------------------------
</TABLE>
EX-99.B(d)(2)(vii)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO BANK, N.A.
AND DRESDNER RCM GLOBAL INVESTORS LLC
This AGREEMENT is made as of this 29th day of July, 2000, 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 Dresdner RCM Global Investors LLC, a corporation organized under the
laws of the State of Delaware with its principal place of business at 4
Embarcadero Center, San Francisco, California 94111, (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 and supplemented, 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 quarterly
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 and
supplemented, 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.
(e) Nothing contained herein shall be deemed to authorize the Sub-Adviser
to take or receive physical possession of any cash or securities held in the
Fund by the Trust, it being intended that sole responsibility for safekeeping
thereof (in such investments as the Sub-Adviser may direct) and the consummation
of all such purchases, sales, deliveries and investments made pursuant to
Sub-Adviser's direction shall rest upon the Trust. The Trust and the Adviser
shall not hold the Sub-Adviser responsible for any loss incurred by reason of
any act or omission of the Trust, and shall hold Sub-Adviser harmless from any
and all such loss, damage, or liability from such act or omission.
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 of 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 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-Advisers in
compliance with Rule 17j-1 under the 1940 Act shall include policies,
prohibitions and procedures which substantially conform to the recommendations
regarding personal investing approved by the Board of Governors of the
Investment Company Institute on June 30, 1994, as such recommendations may be
amended from time to time, and that comply with any amendments to Rule 17j-1
under the 1940 Act.
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.
Provided the investment objectives of the Fund are adhered to, the
Sub-Adviser may aggregate sales and purchase orders of securities held in the
Fund with similar orders being made simultaneously for other portfolios managed
by Sub-Adviser, if, in Sub-Adviser's reasonable judgement, such aggregation
shall result in an overall economic benefit to the Fund, taking into
consideration the advantageous selling or purchase price and brokerage
commission. In accounting for such aggregated order, price and commission shall
be averaged on a per bond or share basis daily. The Trust and Adviser
acknowledge that Sub-Adviser's determination of such economic benefit to the
Fund is based on an evaluation that the Fund is benefited by relatively better
purchase or sales price, lower commission expenses and beneficial timing of
transactions, or a combination of these and other factors. The Sub-Adviser
represents and acknowledges that it is solely responsible for complying with any
and all pronouncements of the Commission or its staff with respect to the
requirements for aggregating trades as may be set out in any interpretive
release and/or no-action letters issued by the Commission staff ("SEC
Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser
harmless from any and all loss, damage or liability resulting from the
Sub-Adviser's failure to comply with any SEC Requirements.
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: Richard H. Blank, Jr., 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 Dresdner RCM Global
Investors LLC, shall be 4 Embarcadero Center, San Francisco, California, 94111,
Attention: General Counsel.
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 Sub-Adviser agrees and
consents that it shall maintain strict confidence in regard to the Funds. The
Adviser and Sub-Adviser agree that the Sub-Adviser is authorized to include the
name of the Adviser on a list that may be used in connection with the
Sub-Adviser's marketing practices subject to the Adviser's right to review any
such advertisements. 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.
Section 20. Authority to Execute Agreement. Each of the individuals whose
signature appears below represents and warrants that he or she has full
authority to execute this Agreement on behalf of the party on whose behalf he or
she has affixed his or her signature to this Agreement. The Trust and the
Adviser will deliver to the Sub-Adviser such evidence of its authority with
respect to this Agreement as Sub-Adviser may reasonably require. The Sub-Adviser
will deliver to the Trust and the Adviser such evidence of its authority with
respect to this Agreement as the Trust or the Adviser may reasonably require.
IN WITNESS WHEREOF, the parties hereto have 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/ C. David Messman
-----------------------
C. David Messman
Secretary
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
---------------------
Michael J. Hogan
Executive Vice President
By: /s/ Andrew Owen
-------------------
Andrew Owen
Vice President
DRESDNER RCM GLOBAL INVESTORS LLC
on behalf of the Sub-Adviser
By: /s/ Joseph M. Rusbarsky
--------------------------
Joseph M. Rusbarsky
Senior Managing Director
Appendix A
Specialized Technology Fund
Approved by Board of Trustees: May 9, 2000.
SCHEDULE A
WELLS FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 29th day of July, 2000, by and between
Wells Fargo Bank, N.A. (the "Adviser") and Dresdner RCM Global Investors LLC
(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 annual rate of percentage of the assets of the
Specialized Technology Fund:
<TABLE>
<S> <C>
------------------------------------------------------- -----------------------------------------------------
Breakpoints Sub-Advisory Fee
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
0-100M 1.00%
100-500M 0.75%
500M-1,000M 0.60%
>1,000M 0.50%
------------------------------------------------------- -----------------------------------------------------
</TABLE>
WELLS FARGO BANK, N.A.
on behalf of the Adviser
By: /s/ Michael J. Hogan
---------------------
Michael J. Hogan
Executive Vice President
By: /s/ Andrew Owen
--------------------
Andrew Owen
Vice President
DRESDNER RCM GLOBAL INVESTORS LLC
on behalf of the Sub-Adviser
By: /s/ Joseph M. Rusbarsky
--------------------------
Joseph M. Rusbarsky
Senior Managing Director
EX-99.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
525 Market Street, 12th Floor
San Francisco, CA 94105
Attn: Michael J. Hogan
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.
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. Mid Cap Growth Fund
37. Minnesota Intermediate Tax-Free Fund
38. Minnesota Money Market Fund
39. Minnesota Tax-Free Fund
40. Moderate Balanced Fund
41. Money Market Fund
42. Money Market Trust
43. National Limited Term Tax-Free Fund
44. National Tax-Free Fund
45. National Tax-Free Institutional Money Market Fund
46. National Tax-Free Money Market Fund
47. National Tax-Free Money Market Trust
48. Nebraska Tax-Free Fund
49. Oregon Tax-Free Fund
50. OTC Growth Fund
51. Overland Express Sweep Fund
52. Prime Investment Money Market Fund
53. Small Cap Growth Fund
54. Small Cap Opportunities Fund
55. Small Cap Value Fund
56. Small Company Growth Fund
57. Specialized Technology Fund
58. Stable Income Fund
59. Strategic Income Fund
60. Treasury Plus Institutional Money Market Fund
61. Treasury Plus Money Market Fund
62. 100% Treasury Money Market Fund
63. Variable Rate Government Fund
64. Wealthbuilder Growth & Income Portfolio
65. Wealthbuilder Growth Balanced Portfolio
66. Wealthbuilder Growth Portfolio
Approved by Board of Trustees: March 26, 1999, and amended May 9, 2000
and July 25, 2000.
EX-99.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.
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 November 8, 2000, 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.
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/ Rochelle Siote
-------------------------- ---------------------
Name: Richard H. Blank, Jr. Name: Rochelle Siote
Title: Assistant Secretary Title: Principal
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:
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Signature:
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Name:
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Signature:
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Name:
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Signature:
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Name:
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Signature:
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Name:
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Signature:
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Name:
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Signature:
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Name:
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By:
----------------------
Name: Richard H. Blank, Jr.
Title: Assistant Secretary
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: : _______________________
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
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-
APPENDIX E
Asset Allocation Fund
Index Allocation Fund
Approved by the Board of Trustees: August 19, 1999.
EX-99.B(g)(2)
CUSTODY AGREEMENT
WELLS FARGO FUNDS TRUST
AGREEMENT, dated as of July 25, 2000, and relates to the agreement made 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 Wells Fargo 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 Wells Fargo
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 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.
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.
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(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 A hereto, or as shall be set forth in written
amendments to Appendix A 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/ C. David Messman
----------------------
C. David Messman
Secretary
WELLS FARGO BANK MINNESOTA, N.A.
By: /s/ P. Jay Kiedrowski
---------------------
P. Jay Kiedrowski
Executive Vice President
CUSTODY AGREEMENT
Wells Fargo Funds Trust
Appendix A
For its custodial services, the Custodian shall receive a fee, with respect to
each Fund, except for the International Equity Fund, International Fund, and the
Specialized Technology Fund, of 0.02% of the average daily net assets of each
such Fund. The custodial fee for the Gateway Funds, which are listed below with
an asterisk, is 0.0% so long as they remain a Gateway Fund. The custodial fee
for the International Equity Fund and the International Fund is 0.25%. The
custodial fee for the Specialized Technology Fund is 0.07%.
Funds of Wells Fargo Funds Trust Covered by This Agreement
67. Aggressive Balanced-Equity Fund*
68. Arizona Tax-Free Fund
69. California Tax-Free Fund
70. California Limited Term Tax-Free Fund
71. California Tax-Free Money Market Fund
72. California Tax-Free Money Market Trust
73. Cash Investment Money Market Fund
74. Colorado Tax-Free Fund
75. Corporate Bond Fund
76. Disciplined Growth Fund*
77. Diversified Bond Fund*
78. Diversified Equity Fund*
79. Diversified Small Cap Fund*
80. Equity Income Fund*
81. Equity Index Fund
82. Equity Value Fund
83. Government Money Market Fund
84. Growth Balanced Fund*
85. Growth Equity Fund*
86. Growth Fund
87. Income Fund
88. Income Plus Fund
89. Index Fund*
90. Intermediate Government Income Fund
91. International Fund*
92. International Equity Fund
93. Large Company Growth Fund*
94. Limited Term Government Income Fund
95. Mid Cap Growth Fund
96. Minnesota Intermediate Tax-Free Fund
97. Minnesota Money Market Fund
98. Minnesota Tax-Free Fund
99. Moderate Balanced Fund*
100. Money Market Fund
101. Money Market Trust
102. National Limited Term Tax-Free Fund
103. National Tax-Free Fund
104. National Tax-Free Institutional Money Market Fund
105. National Tax-Free Money Market Fund
106. National Tax-Free Money Market Trust
107. Nebraska Tax-Free Fund
108. Oregon Tax-Free Fund
109. OTC Growth Fund
110. Overland Express Sweep Fund
111. Prime Investment Money Market Fund
112. Small Cap Growth Fund
113. Small Cap Opportunities Fund
114. Small Cap Value Fund*
115. Small Company Growth Fund*
116. Specialized Technology Fund
117. Stable Income Fund*
118. Strategic Income Fund*
119. Treasury Plus Institutional Money Market Fund
120. Treasury Plus Money Market Fund
121. 100% Treasury Money Market Fund
122. Variable Rate Government Fund
123. Wealthbuilder Growth & Income Portfolio
124. Wealthbuilder Growth Balanced Portfolio
125. Wealthbuilder Growth Portfolio
Approved by the Board of Trustees: March 26, 1999, as amended: August 19, 1999,
October 28, 1999, January 25, 2000, May 9, 2000, and July 25, 2000.
The Funds listed in this Appendix A were last approved by the parties to
this Agreement as of July 25, 2000.
WELLS FARGO FUNDS TRUST
By: /s/ C. David Messman
----------------------
C. David Messman
Secretary
WELLS FARGO BANK MINNESOTA, N.A.
By: /s/ P. Jay Kiedrowski
-----------------------
P. Jay Kiedrowski
Executive Vice President
EX-99.B(g)(2)(i)
July 25, 2000
Wells Fargo Funds Trust
c/o Stephens Inc.
111 Center Street
Little Rock, AR 77201
Re: Foreign Custody Manager
Ladies and Gentlemen:
In connection with the safekeeping of securities and cash and various other
custody activities provided by Wells Fargo Bank Minnesota, N.A. (the
"Custodian") to Wells Fargo Funds Trust (the "Trust") under the Custody
Agreement dated as of November 8, 1999 (the "Agreement"), as amended January 25,
2000, the Trust desires to delegate to the Custodian certain additional duties
as a "Foreign Custody Manager" for the series identified in Exhibit A (each a
"Fund" or collectively the "Funds") as permitted by Rule 17f-5 of the Investment
Company Act of 1940, ("Rule 17f-5"). This agreement replaces the prior agreement
dated April 3, 2000. Such additional duties shall be performed on the terms and
conditions set forth herein.
Capitalized terms not otherwise defined herein shall have the meaning
attributed to them in the attached Exhibit B.
The Trust hereby delegates to the Custodian, with respect to each Fund's
assets located in each Specified Country, the duties of a "Foreign Custody
Manager" as defined in Rule 17f-5 and as specified below. The Custodian accepts
the Board's delegation of responsibilities with respect to each Specified
Country and agrees in performing the Responsibilities as a Foreign Custody
Manager to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of each Fund's assets would exercise.
Section I. Reports.
The Custodian shall provide to the Board at such times as the Board deems
reasonable and appropriate based on the circumstances of the Funds' foreign
custody arrangements, written reports notifying the Board of the placement of
assets of each Fund with a particular Eligible Foreign Custodian within a
Specified Country and of any material change in the arrangements (including, in
the case of Qualified Foreign Banks, any material change in any contract
governing such arrangements and in the case of Securities Depositories, any
material change in the established practices or procedures of such Securities
Depositories) with respect to assets of a Fund with any such Eligible Foreign
Custodian.
Section II. Duties of the Custodian.
1. Subject to the provisions of this Agreement, the Custodian shall with respect
to each Specified Country select an Eligible Foreign Custodian. In connection
therewith, the Custodian shall:
(a) determine that assets of the Funds held by such Eligible Foreign
Custodian will be subject to reasonable care, based on the standards applicable
to custodians in the relevant market in which such Eligible Foreign Custodian
operates, after considering all factors relevant to the safekeeping of such
assets, including, without limitation, those contained in paragraph (c)(1) of
the Rule;
(b) determine that each Fund's foreign custody arrangements with each
Qualified Foreign Bank are governed by a written contract with the Custodian
(or, in the case of a Securities Depository, by such a contract, by the rules or
established practices or procedures of the Securities Depository, or by any
combination of the foregoing) which will provide reasonable care for each Fund's
assets based on the standards specified in paragraph (c)(1) of the Rule;
(c) determine that each contract with a Qualified Foreign Bank shall
include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the
Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F)
provisions, such other provisions as the Custodian determines will provide, in
their entirety, the same or a greater level of care and protection for the
assets of each Fund as such specified provisions;
(d) monitor pursuant to the Monitoring System the appropriateness of
maintaining the assets of a Fund with a particular Eligible Foreign Custodian
pursuant to paragraph (c)(1) of the Rule and in the case of a Qualified Foreign
Bank, any material change in the contract governing such arrangement and in the
case of a Securities Depository, any material change in the established
practices or procedures of such Securities Depository; and
(e) advise the Trust whenever an arrangement (including, in the case of
a Qualified Foreign Bank, any material change in the contract governing such
arrangement and in the case of a Securities Depository, any material change in
the established practices or procedures of such Securities Depository) described
in preceding clause (d) no longer meets the requirements of the Rule.
Anything in this Foreign Custody Manager Agreement to the contrary
notwithstanding, in no event shall the Custodian be deemed to have selected any
Securities Depository the use of which is mandatory by law or regulation or
because securities cannot be withdrawn from such Securities Depository, or
because maintaining securities outside the Securities Depository is not
consistent with prevailing custodial practices in the relevant market (each, a
"Compulsory Depository"); it being understood however, that for each Compulsory
Depository utilized or intended to be utilized by the Trust, the Custodian shall
provide the Trust from time to time with information addressing the factors set
forth in Section (c)(1) of the Rule and the Custodian's opinions with respect
thereto so that the Trust may determine the appropriateness of placing Trust
assets therein.
2. (a) For purposes of Clauses (a) and (b) of preceding paragraph 1 of this
Section, with respect to Securities Depositories, it is understood that such
determination shall be made on the basis of, and limited by, information
gathered through the Custodian's subcustodian network through the Bank of New
York, or through publicly available information otherwise obtained with respect
to each such Securities Depository.
(b) For purposes of clause (d) of preceding Section 1 of this Section,
the Custodian's determination of appropriateness shall not include, nor be
deemed to include, any evaluation of Country Risks associated with investment in
a particular country. For purposes hereof, "Country Risks" shall mean systemic
risks of holding assets in a particular country including, but not limited to,
(a) the use of Compulsory Depositories, (b) such country's financial
infrastructure, (c) such country's prevailing custody and settlement practices,
(d) nationalization, expropriation or other governmental actions, (e) regulation
of the banking or securities industry, (f) currency controls, restrictions,
devaluations or fluctuations, and (g) market conditions which affect the orderly
execution of securities transactions or affect the value of securities.
Section III. Representations.
1. The Trust hereby represents that: (a) this Foreign Custody Manager
Agreement has been duly authorized, executed and delivered by the Trust,
constitutes a valid and legally binding obligation of the Trust on behalf of
each Fund enforceable in accordance with its terms, and no statute, regulation,
rule, order, judgment or contract binding on the Trust prohibits the Trust's
execution or performance of this Agreement; (b) this Foreign Custody Manager
Agreement has been approved and ratified by the Board at a meeting duly called
and at which a quorum was at all times present; and (c) the Board or its
investment advisor has considered the Country Risks associated with investment
in each Specified Country and will have considered such risks prior to any
settlement instructions being given to the Custodian with respect to any other
Specified Country.
2. The Custodian hereby represents that: (a) the Custodian is duly
organized and existing as a national banking association, with full power to
carry on its businesses as now conducted, and to enter into this Foreign Custody
Manager Agreement and to perform its obligations hereunder; (b) this Foreign
Custody Manager Agreement has been duly authorized, executed and delivered by
the Custodian, constitutes a valid and legally binding obligation of the
Custodian enforceable in accordance with its terms, and no statute, regulation,
rule, order, judgment or contract binding on the Custodian prohibits the
Custodian's execution or performance of this Foreign Custody Manager Agreement;
and (c) the Custodian has established the Monitoring System.
Section IV. Liability of the Custodian.
1. The Custodian shall not be liable for any costs, expenses, damages,
liabilities or claims, including attorneys' and accountants' fees, sustained or
incurred by, or asserted against, the Trust or a Fund except to the extent the
same arises out of the failure of the Custodian to exercise the care, prudence
and diligence required of the Custodian under this Foreign Custody Manager
Agreement. In no event shall the Custodian be liable to the Trust, a Fund, the
Board, or any third party for special, indirect or consequential damages, or for
lost profits or loss of business, arising in connection with this Foreign
Custody Manager Agreement.
2. Each Fund shall indemnify the Custodian and hold it harmless from and
against any and all costs, expenses, damages, liabilities or claims, including
attorneys' and accountants' fees, sustained or incurred by, or asserted against,
the Custodian by reason or as a result of any action or inaction, or arising out
of the Custodian's performance hereunder, provided that a Fund shall not
indemnify the Custodian to the extent any such costs, expenses, damages,
liabilities or claims arises out of the Custodian's failure to exercise the
reasonable care, prudence and diligence required of it under this Foreign
Custody Manager Agreement.
3. The Custodian shall have only such duties as are expressly set forth
herein. In no event shall the Custodian be liable for any Country Risks
associated with investments in a particular country.
Section V. Miscellaneous.
1. For its services hereunder, each Fund agrees to pay to the Custodian
such compensation and out-of-pocket expenses as shall be mutually agreed.
2. This Foreign Custody Manager Agreement constitutes the entire agreement
between the Trust and the Custodian, and no provision in the Custody Agreement
between the Trust on behalf of each Fund and the Custodian shall affect the
duties and obligations of the Custodian as a Foreign Custody Manager hereunder,
nor shall any provision in this Foreign Custody Manager Agreement affect the
duties or obligations of the Custodian under the Custody Agreement.
3. Any notice or other instrument in writing, authorized or required by
this Foreign Custody Manager Agreement to be given to the Custodian, shall be
sufficiently given if received by it at its offices at:
Wells Fargo Bank, N.A.
Attn: Jeannette Dubanoski, VP
Global Custody - N9306-05C
733 Marquette Ave S
Minneapolis, MN 55479
4. Any notice or other instrument in writing, authorized or required by
this Foreign Custody Manager Agreement to be given to the Trust shall be
sufficiently given if received by it at its offices at:
Wells Fargo Funds Trust
c/o Stephens Inc.
111 Center Street
Little Rock, AR 77201
With a copy to:
C. David Messman
Wells Fargo Bank, N.A.
633 Folsom Street
7th Floor, (MAC # 0149-077)
San Francisco, CA 94107-3600
5. This Foreign Custody Manager Agreement shall be construed in accordance
with the substantive laws of the State of Minnesota, without regard to conflicts
of laws principles thereof. The Trust and the Custodian each hereby irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to this Foreign Custody Manager Agreement.
6. This Foreign Custody Manager Agreement shall terminate simultaneously
with the termination of the Custody Agreement between the Trust and the
Custodian, and may otherwise be terminated by either party giving to the other
party a notice in writing specifying the date of such termination, which shall
be not less than thirty (30) days after the date of such notice.
If the foregoing corresponds to your understanding of our agreement,
please indicate your acceptance by the signature of your authorized
representative below.
Yours truly,
Wells Fargo Bank Minnesota, National Association
By: /s/ Jeanette K. Dubanoski
--------------------------
Name: Jeanette K. Dubanoski
Title: Vice President
Agreed and Accepted:
Wells Fargo Funds Trust
By: /s/ C. David Messman
---------------------
Name: C. David Messman
Title: Secretary
Exhibit A
Portfolios of Wells Fargo Funds Trust
International Equity Fund
Specialized Technology Fund
Technology Fund
As approved by the Board of Trustees on January 25, 2000, and amended May 9,
2000 and July 25, 2000.
Exhibit B
Whenever used in the Foreign Custody Manager Agreement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:
1. "Board" shall mean the board of directors or board of trustees, as the
case may be, of the Trust.
2. "Eligible Foreign Custodian" shall have the meaning provided in the
Rule.
3. "Monitoring System" shall mean a system established by the Custodian to
fulfill the Responsibilities specified in clauses 1(d) and 1(e) of Article III
of this Agreement.
4. "Qualified Foreign Bank" shall have the meaning provided in the Rule.
5. "Responsibilities" shall mean the responsibilities delegated to the
Custodian as a Foreign Custody Manager with respect to each Specified Country
and each Eligible Foreign Custodian selected by BNY, as such responsibilities
are more fully described in Article III of this Agreement.
6. "Rule" shall mean Rule 17f-5 under the Investment Company Act of 1940,
as amended.
7. "Securities Depository" shall mean any securities depository or clearing
agency within the meaning of Section (a)(1)(ii) or (a)(1)(iii) of the Rule.
8. "Specified Country" shall mean each country identified on a list
maintained from time to time by mutual agreement of the Trust and the Custodian
and each country, other than the United States, constituting the primary market
for a security with respect to which the Trust has given settlement instructions
to the Custodian as custodian (the "Custodian") under its Custody Agreement with
the Trust.
EX-99.B(g)(3)
WELLS FARGO FUNDS TRUST
SECURITIES LENDING AGREEMENT
This Agreement, made as of the 25th day of July, 2000, and relates to
the agreement dated as of November 8, 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
Wells Fargo 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
An exemptive order (the "Order") was obtained from the Commission,
which permits the Custodian to receive a percentage of the Account
Revenues for acting as Securities Lending Agent. 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.
The Funds will receive 60% of the Account Revenues, and the
Custodian will receive the remaining 40% of the Account Revenues.
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:
Wells Fargo Bank Minnesota, N.A.
Investment Management & Trust- Securities Lending
Wells Fargo 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 25th day of July, 2000,
and relates to the agreement dated as of November 8, 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
WELLS FARGO FUNDS TRUST
By: /s/ C. David Messman
-----------------------
C. David Messman
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
Senior Vice President
WELLS FARGO BANK MINNESOTA, N.A.
By: /s/ Robert G. Smith
-------------------
Robert G. Smith
Managing Director of Securities Lending
Exhibit A
FUNDS OF WELLS FARGO FUNDS TRUST
126. Aggressive Balanced-Equity Fund
127. Arizona Tax-Free Fund
128. Asset Allocation Fund
129. California Limited Term Tax-Free Fund
130. California Tax-Free Fund
131. California Tax-Free Money Market Fund
132. California Tax-Free Money Market Trust
133. Cash Investment Money Market Fund
134. Colorado Tax-Free Fund
135. Corporate Bond Fund
136. Disciplined Growth Fund
137. Diversified Bond Fund
138. Diversified Equity Fund
139. Diversified Small Cap Fund
140. Equity Income Fund
141. Equity Index Fund
142. Equity Value Fund
143. Government Money Market Fund
144. Growth Balanced Fund
145. Growth Equity Fund
146. Growth Fund
147. Income Fund
148. Income Plus Fund
149. Index Allocation Fund
150. Index Fund
151. Intermediate Government Income Fund
152. International Equity Fund
153. International Fund
154. Large Company Growth Fund
155. LifePath Opportunity Fund
156. LifePath 2010 Fund
157. LifePath 2020 Fund
158. LifePath 2030 Fund
159. LifePath 2040 Fund
160. Limited Term Government Income Fund
161. Mid Cap Growth Fund
162. Minnesota Intermediate Tax-Free Fund
163. Minnesota Money Market Fund
164. Minnesota Tax-Free Fund
165. Moderate Balanced Fund
166. Money Market Fund
167. Money Market Trust
168. National Limited Term Tax-Free Fund
169. National Tax-Free Fund
170. National Tax-Free Institutional Money Market Fund
171. National Tax-Free Money Market Fund
172. National Tax-Free Money Market Trust
173. Nebraska Tax-Free Fund
174. Oregon Tax-Free Fund
175. OTC Growth Fund
176. Overland Express Sweep Fund
177. Prime Investment Money Market Fund
178. Small Cap Growth Fund
179. Small Cap Opportunities Fund
180. Small Cap Value Fund
181. Small Company Growth Fund
182. Specialized Technology Fund
183. Stable Income Fund
184. Strategic Income Fund
185. Treasury Plus Institutional Money Market Fund
186. Treasury Plus Money Market Fund
187. 100% Treasury Money Market Fund
188. Variable Rate Government Fund
189. Wealthbuilder Growth & Income Portfolio
190. Wealthbuilder Growth Balanced Portfolio
191. Wealthbuilder Growth Portfolio
Approved by Board of Trustees: August 19, 1999, and amended May 9, 2000 and
July 25, 2000.
EX-99.B(g)(4)
CUSTODY AND ACCOUNTING AGREEMENT
AGREEMENT made as of this 8th day of November, 1999, between Wells Fargo
Funds Trust, a business trust organized under the laws of the state of Delaware
(the "Trust"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
(the "Bank").
The Trust, an open-end management investment company on behalf of the
series listed on Appendix A hereto (as such Appendix A may be amended from time
to time) (each a "Fund" and collectively, the "Funds"), desires to place and
maintain all of the portfolio securities and cash of the Funds in the custody of
the Bank. The Bank has at least the minimum qualifications required by Section
17(f)(1) of the Investment Company Act of 1940 (the "1940 Act") to act as
custodian of the portfolio securities and cash of the Funds, and has indicated
its willingness to so act, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. Bank Appointed Custodian. The Trust hereby appoints the Bank as
custodian of the Funds' portfolio securities
and cash delivered to the Bank as
hereinafter described and the Bank agrees to
act as such upon the terms and conditions
hereinafter set forth.
2. Bank Appointed Fund Accountant. The Trust hereby appoints the Bank as
the fund accountant for each of the
Funds and the Bank agrees to act as
such upon the terms and conditions
hereinafter set forth.
3. Definitions. Whenever used herein, the terms listed below will have
the following meaning:
3.1 Authorized Person. Authorized Person will mean any of the persons
duly authorized to give Proper Instructions or otherwise act on behalf of the
Fund by appropriate resolution of its Board, and set forth in a certificate as
required by Section 5 hereof.
3.2 Board. Board will mean the Board of Trustees of the Trust.
3.3 Security. The term security as used herein will have the same
meaning assigned to such term in the Securities Act of 1933, as amended (the
"1933 Act"), as set out in Section 2(a)(1) of the 1933 Act.
3.4 Portfolio Security. Portfolio Security will mean any security
owned by a Fund.
3.5 Officer's Certificate. Officer's Certificate will mean,
unless otherwise indicated, any
request, direction, instruction, or
certification in writing signed by any
Authorized Person of a Fund.
3.6 Book-Entry System. Book-Entry System shall mean the Federal
Reserve-Treasury Department Book Entry System for United States government,
instrumentality and agency securities operated by the Federal Reserve Bank, its
successor or successors and its nominee or nominees.
3.7 Depository. Depository shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 ("Exchange
Act"), its successor or successors and its nominee or nominees. The term
"Depository" shall further mean and include any other person authorized to act
as a depository under the 1940 Act, its successor or successors and its nominee
or nominees, specifically identified in a certified copy of a resolution of the
Board.
3.8 Proper Instructions. Proper Instructions shall mean (i)
instructions regarding the purchase or sale of Portfolio Securities, and
payments and deliveries in connection therewith, given by an Authorized Person,
such instructions to be given in such form and manner as the Bank and the Trust
shall agree upon from time to time, and (ii) instructions (which may be
continuing instructions) regarding other matters signed or initialed by an
Authorized Person. Oral instructions will be considered Proper Instructions if
the Bank reasonably believes them to have been given by an Authorized Person.
The Trust shall cause all oral instructions to be promptly confirmed in writing.
The Bank shall act upon and comply with any subsequent Proper Instruction which
modifies a prior instruction and the sole obligation of the Bank with respect to
any follow-up or confirmatory instruction 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 expense of the applicable Fund, for taking any action, including any
reprocessing, necessary to correct any such discrepancy or error, and to the
extent such action requires the Bank to act, the Trust shall give the Bank
specific Proper Instructions as to the action required. Upon receipt by the Bank
of an Officer's Certificate as to the authorization by the Board accompanied by
a detailed description of procedures approved by the Trust, Proper Instructions
may include communication effected directly between electro-mechanical or
electronic devices provided that the Board and the Bank agree in writing that
such procedures afford adequate safeguards for the Fund's assets.
3.9 Foreign Securities. The term Foreign Securities as used
herein will have the same meaning as when
such term is used in Rule 17f-5 under the
1940 Act.
3.10 Performance Calculations. Performance calculations as used herein
shall include standard performance calculations required pursuant to the 1933
Act, the 1940 Act, and any applicable rules and interpretations of the staff of
the Securities and Exchange Commission (the "Staff"), and shall also include
other non-standard performance calculators as shall be agreed upon by both
parties to this Agreement from time to time.
4. Separate Accounts. The Bank will segregate the assets of each Fund to
which this Agreement relates into a separate account for each such Fund
containing the assets of such Fund (and all investment earnings thereon). Unless
the context otherwise requires, any reference in this Agreement to any actions
to be taken by the Trust shall be deemed to refer to the Trust acting on behalf
of one or more of its Funds, any reference in this Agreement to any assets of
the Trust, including, without limitation, any portfolio securities and other
assets and any earnings thereon, shall be deemed to refer only to assets of the
applicable Fund, any duty or obligation of the Bank hereunder to the Fund shall
be deemed to refer to duties and obligations with respect to the individual
Funds and any obligation or liability of the Trust hereunder shall be binding
only with respect to the individual Fund, and shall be discharged only out of
the assets of such Fund.
5. Certification as to Authorized Persons. The Secretary or an Assistant
Secretary of the Fund will at all times maintain on file with the Bank his or
her certification to the Bank, in such form as may be acceptable to the Bank, of
(i) the names and signatures of the Authorized Persons and (ii) the names of the
members of the Board, it being understood that upon the occurrence of any change
in the information set forth in the most recent certification on file (including
without limitation any person named in the most recent certification who is no
longer an Authorized Person as designated therein), the Secretary or an
Assistant Secretary of the Fund will sign a new or amended certification setting
forth the change of the new, additional or omitted names or signatures. The Bank
will be entitled to rely and act upon any Officer's Certificate given to it by
the Trust which has been signed by Authorized Persons named in the most recent
certification received by the Bank.
6. Custody of Cash. As custodian, the Bank will open and maintain a
separate account or accounts in the name of each Fund or in the name of the
Bank, as Custodian of the Fund, and will deposit to the account of the Fund all
of the cash of the Fund, except for cash held by a sub-custodian appointed
pursuant to Section 13.3 hereof, including borrowed funds, delivered to the
Bank, subject only to draft or order by the Bank acting pursuant to the terms of
this Agreement. Upon receipt by the Bank of Proper Instructions (which may be
continuing instructions) or in the case of payments for redemptions and
repurchases of outstanding shares of a Fund, notification from the Fund's
transfer agent as provided in Section 7, requesting such payment, designating
the payee or the account or accounts to which the Bank will release funds for
deposit, and stating that it is for a purpose permitted under the terms of this
Section 5, specifying the applicable subsection, the Bank will make payments of
cash held for the accounts of the Fund, insofar as funds are available for that
purpose, only as permitted in subsections 6.1-6.9 below.
6.1 Purchase of Securities. Upon the purchase of securities for a Fund,
against contemporaneous receipt of such securities by the Bank or against
delivery of such securities to the Bank in accordance with generally accepted
settlement practices and customs in the jurisdiction or market in which the
transaction occurs, registered in the name of the Fund or in the name of, or
properly endorsed and in form for transfer to, the Bank, or a nominee of the
Bank, or receipt for the account of the Bank pursuant to the provisions of
Section 6 below, each such payment to be made at the purchase price shown on a
broker's confirmation (or transaction report in the case of Book Entry Paper, as
that term is defined in Section 6.6 hereof) of purchase of the securities
received by the Bank before such payment is made, as confirmed in the Proper
Instructions received by the Bank before such payment is made.
6.2 Redemptions. In such amount as may be necessary for the repurchase
or redemption of shares of a Fund offered for repurchase or redemption in
accordance with Section 7 of this Agreement.
6.3 Distributions and Expenses of Fund. For the payment on the account
of a Fund of dividends or other distributions to shareholders as may from time
to time be declared by the Board, interest, taxes, management or supervisory
fees, distribution fees, fees of the Bank for its services hereunder and
reimbursement of the expenses and liabilities of the Bank as provided hereunder,
fees of any transfer agent, fees for legal, accounting, and auditing services,
or other operating expenses of the Fund.
6.4 Payment in Respect of Securities. For payments in connection with
the conversion, exchange or surrender of Portfolio Securities or securities
subscribed to by a Fund held by or to be delivered to the Bank.
6.5 Repayment of Loans. To repay loans of money made to a Fund, but, in
the case of final payment, only upon redelivery to the Bank of any Portfolio
Securities pledged or hypothecated therefor and upon surrender of documents
evidencing the loan;
6.6 Repayment of Cash. To repay the cash delivered to a Fund for the
purpose of collateralizing the obligation to return to a Fund certificates
borrowed from the Fund representing Portfolio Securities, but only upon
redelivery to the Bank of such borrowed certificates.
6.7 Foreign Exchange Transactions.
-----------------------------
(a) For payments in connection with foreign exchange contracts
or options to purchase and sell foreign currencies for spot and future delivery
(collectively, "Foreign Exchange Agreements")which may be entered into by the
Bank on behalf of a Fund upon the receipt of Proper Instructions, such Proper
Instructions to specify the currency broker or banking institution (which may be
the Bank, or any other sub-custodian or agent hereunder, acting as principal)
with which the contract or option is made, and the Bank shall have no duty with
respect to the selection of such currency brokers or banking institutions with
which a Fund deals or for their failure to comply with the terms of any contract
or option.
(b) In order to secure any payments in connection with Foreign
Exchange Agreements which may be entered into by the Bank pursuant to Proper
Instructions, a Fund agrees that the Bank shall have a continuing lien and
security interest, to the extent of any payment due under any Foreign Exchange
Agreement, in and to any property at any time held by the Bank for the Fund's
benefit or in which the Fund has an interest and which is then in the Bank's
possession or control (or in the possession or control of any third party acting
on the Bank's behalf). The Fund authorizes the Bank, in the Bank's sole
discretion, at any time to charge any such payment due under any Foreign
Exchange Agreement against any balance of account standing to the credit of the
Fund on the Bank's books. In no event, however, shall the liability be charged
against any of the other Funds.
6.8 Other Authorized Payments. For other authorized transactions of a
Fund, or other obligations of a Fund incurred for Proper Instructions or proper
purposes; provided that before making any such payment the Bank will also
receive a certified copy of a resolution of the Board signed by an Authorized
Person (other than the Person certifying such resolution) and certified by its
Secretary or Assistant Secretary, naming the person or persons to whom such
payment is to be made, and either describing the transaction for which payment
is to be made and declaring it to be an authorized transaction of a Fund, or
specifying the amount of the obligation for which payment is to be made, setting
forth the purpose for which such obligation was incurred and declaring such
purpose to be a proper corporate purpose.
6.9 Termination: Upon the termination of this Agreement as
hereinafter set forth pursuant to Section 9 and
Section 15 of this Agreement.
7. Securities.
7.1 Segregation and Registration. Except as otherwise provided herein,
and except for Portfolio Securities to be delivered to any sub-custodian
appointed pursuant to Section 14.3 hereof, the Bank as custodian will receive
and hold pursuant to the provisions hereof, in a separate account or accounts
and physically segregated at all times from those of other persons, any and all
Portfolio Securities which may now or hereafter be delivered to it by or for the
account of a Fund. All such Portfolio Securities will be held or disposed of by
the Bank for, and subject at all times to, the instructions of the Trust
pursuant to the terms of this Agreement. Subject to the specific provisions
herein relating to Portfolio Securities that are not physically held by the
Bank, the Bank will register all Portfolio Securities (unless otherwise directed
by Proper Instructions or an Officer's Certificate), in the name of a registered
nominee of the Bank as defined in the Internal Revenue Code and any Regulations
of the Treasury Department issued thereunder, and will execute and deliver all
such certificates in connection therewith as may be required by such laws or
regulations or under the laws of any state. The Bank will use its best efforts
to the end that the specific Portfolio Securities held by it hereunder will at
all times be identifiable.
The Trust, on behalf of a Fund, will from time to time furnish
to the Bank appropriate instruments to enable it to hold or deliver in proper
form for transfer, or to register in the name of its registered nominee, any
Portfolio Securities which may from time to time be registered in the name of a
Fund.
7.2 Voting and Proxies. Neither the Bank nor any nominee of the Bank
will vote any of the Portfolio Securities held hereunder, except in accordance
with Proper Instructions or an Officer's Certificate. The Bank will execute and
deliver, or cause to be executed and delivered, to Trust or its designated agent
all notices, proxies and proxy soliciting materials with respect to such
Portfolio Securities, but without indicating the manner in which such proxies
are to be voted, such proxy to be executed by the registered holder of such
Portfolio Securities (if registered otherwise than in the name of the Fund), in
accordance with Proper Instructions or an Officer's Certificate.
7.3 Corporate Action. If at any time the Bank is notified that an
issuer of any Portfolio Security has taken or intends to take a corporate action
(a "Corporate Action") that affects the rights, privileges, powers, preferences,
qualifications or ownership of a Portfolio Security, including without
limitation, liquidation, consolidation, merger, recapitalization,
reorganization, reclassification, subdivision, combination, stock split or stock
dividend, which Corporate Action requires an affirmative response or action on
the part of the holder of such Portfolio Security (a "Response"), the Bank shall
notify the Trust's designee, Barclays Global Fund Advisors ("BGFA"), promptly of
the Corporate Action, the Response required in connection with the Corporate
Action and the Bank's deadline for receipt from the Trust's designee, BGFA, of
Proper Instructions regarding the Response (the "Response Deadline"). The Bank
shall forward to the Trust's designee, BGFA, via telecopier and/or overnight
courier all notices, information statements or other materials relating to the
Corporate Action within 24 hours of receipt of such materials by the Bank.
(a) The Bank shall act upon a required Response only after
receipt by the Bank of Proper Instructions from the Trust's designee, BGFA, no
later than 4:00 p.m. (Pacific Time) on the date specified as the Response
Deadline and only if the Bank (or its agent or sub-custodian hereunder) has
actual possession of all Portfolio Securities, consents and other materials no
later than 4:00 p.m. (Pacific Time) on the date specified as the Response
Deadline. Portfolio Securities in the possession of a broker or other borrower
pursuant to the Bank's Securities lending program shall be deemed to be in the
possession of The Bank for purposes of this Section 7.3.
(b) The Bank shall have no duty to act upon a required
Response if Proper Instructions relating to such Response and all necessary
Portfolio Securities, consents and other materials are not received by and in
the possession of the Bank no later than 4:00 p.m. (Pacific Time) on the date
specified as the Response Deadline. Notwithstanding, the Bank may, in its sole
discretion, use its best efforts to act upon a Response for which Proper
Instructions and/or necessary Securities, consents or other materials are
received by the Bank after 4:00 p.m. (Pacific Time) on the date specified as the
Response Deadline, it being acknowledged and agreed by the parties that any
undertaking by the Bank to use its best efforts in such circumstances shall in
no way create any duty upon the Bank to complete such Response prior to its
expiration.
(c) In the event that the Trust's designee, BGFA, notifies the
Bank of a Corporate Action requiring a Response and the Bank has received no
other notice of such Corporate Action, the Response Deadline shall be 48 hours
prior to the Response expiration time set by the depository processing such
Corporate Action.
(d) Section 14.4(e) of this Agreement shall govern any
Corporate Action involving Foreign Portfolio Securities held by a Selected
Foreign Sub-Custodian.
7.4 Book-Entry System. Provided (i) the Bank has received a certified
copy of a resolution of the Board specifically approving deposits of Fund assets
in the Book-Entry System, and (ii) for any subsequent changes to such
arrangements following such approval, the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval:
(a) The Bank may keep Portfolio Securities in the Book-Entry
System provided that such Portfolio Securities are represented in an account
("Account") of the Bank (or its agent) in such System which shall not include
any assets of the Bank (or such agent) other than assets held as a fiduciary,
custodian, or otherwise for customers;
(b) The records of the Bank (and any such agent) with respect
to the Fund's participation in the Book-Entry System through the Bank (or any
such agent) will identify by book entry the Portfolio Securities that are
included with other securities deposited in the Account and shall at all times
during the regular business hours of the Bank (or such agent) be open for
inspection by duly authorized officers, employees or agents of the Trust. Where
securities are transferred to a Fund's account, the Bank shall also, by book
entry or otherwise, identify as belonging to the Fund a quantity of Portfolio
Securities in a fungible bulk of securities (i) registered in the name of the
Bank or its nominee, or (ii) shown on the Bank's account on the books of the
Federal Reserve Bank;
(c) The Bank (or its agent) shall pay for securities purchased
for the account of a Fund or shall pay cash collateral against the return of
Portfolio Securities loaned by a Fund upon (i) receipt of advice from the
Book-Entry System that such Securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Bank (or its agent) to reflect
such payment and transfer for the account of the Fund. The Bank (or its agent)
shall transfer securities sold or loaned for the account of the Fund upon:
(i) receipt of advice from the Book-Entry System
that payment for securities sold or payment of the initial cash collateral
against the delivery of securities loaned by the Fund has been transferred to
the Account; and
(ii) the making of an entry on the records of the
Bank (or its agent) to reflect such transfer and payment for the account of the
Fund. Copies of all advices from the Book-Entry System of transfers of
Portfolio Securities for the account of a Fund shall identify the Fund, be
maintained for the Fund by the Bank and shall be provided to the Fund at its
request. The Bank shall send a Fund a confirmation, as defined by Rule
17f-4 of the 1940 Act, of any transfers to or from the account of the Fund;
(d) The Bank will promptly provide the Fund with any report
obtained by the Bank or its agent on the Book-Entry System's accounting system,
internal accounting control and procedures for safeguarding securities deposited
in the Book-Entry System; and
(e) The Bank shall be liable to the Trust and a Fund for any
loss or damage to the Fund resulting from the use of the Book-Entry System by
reason of any negligent actions or inactions of the Bank or any of its agents or
of any of its employees, or from any failure by the Bank or any such agent to
use is best efforts to enforce such rights as it may have against the Book-Entry
System; at the election of Trust, it shall be entitled to be subrogated for the
Bank in any claim against the Book-Entry System or any other person that the
Bank or its agents may have as a consequence of any such loss or damage if and
to the extent that the Fund has not been made whole for any loss or damage.
7.5 Use of a Depository. Provided (i) the Bank has received a certified
copy of a resolution of the Board specifically approving deposits in DTC or
other such Depository and (ii) for any subsequent changes to such arrangements
following such approval, the Board has reviewed and approved the arrangement and
has not delivered an Officer's Certificate to the Bank indicating that the Board
has withdrawn its approval:
(a) The Bank may use a Depository to hold, receive, exchange,
release, lend, deliver and otherwise deal with Portfolio Securities including
stock dividends, rights and other items of like nature, and to receive and remit
to the Bank on behalf of a Fund all income and other payments thereon and to
take all steps necessary and proper in connection with the collection thereof;
(b) Registration of Portfolio Securities may be made in
the name of any nominee or nominees used by such Depository;
(c) Payment for securities purchased and sold may be made
through the clearing medium employed by such Depository for transactions of
participants acting through it. Upon any purchase of Portfolio Securities,
payment will be made only upon delivery of the securities to or for the account
of a Fund and the Fund shall pay cash collateral against the return of Portfolio
Securities loaned by the Fund only upon delivery of the Securities to or for the
account of the Fund; and upon any sale of Portfolio Securities, delivery of the
Securities will be made only against payment therefor or, in the event Portfolio
Securities are loaned, delivery of Securities will be made only against receipt
of the initial cash collateral to or for the account of the Fund; and
(d) The Bank shall be liable to a Fund for any loss or damage
to a Fund resulting from use of a Depository by reason of any negligent actions
or inactions of the Bank or its employees or from any failure by the Bank to use
its best efforts to enforce such rights as it may have against the Depository.
In this connection the Bank shall use its best efforts to provide that:
(i) The Depository obtains replacement of any
certificated Portfolio Security deposited with it in the event such Security is
lost, destroyed, wrongfully taken or otherwise not available to be returned to
the Bank upon its request;
(ii) Proxy materials received by a Depository
with respect to Portfolio Securities deposited with such Depository are
forwarded immediately to the Bank for prompt transmittal to a Fund;
(iii) Such Depository promptly forwards to the
Bank confirmation of any purchase or sale of Portfolio Securities and of the
appropriate book entry made by such Depository to a Fund's account;
(iv) Such Depository prepares and delivers to the
Bank such records with respect to the performance of the Bank's obligations
and duties hereunder as may be necessary for a Fund to comply with the
recordkeeping requirements of Section 31(a) of the 1940 Act and Rule 31(a)
thereunder; and
(v) Such Depository delivers to the Bank all
internal accounting control reports, whether or not audited by an independent
public accountant, as well as such other reports as a Fund may reasonably
request in order to verify the Portfolio Securities held by such
Depository.
7.6 Use of Book-Entry System for Commercial Paper. Provided (i) the
Bank has received a certified copy of a resolution of the Board specifically
approving participation in a system maintained by the Bank for the holding of
commercial paper in book-entry form ("Book-Entry Paper") and (ii) for each year
following such approval the Board has received and approved the arrangements,
upon receipt of Proper Instructions and upon receipt of confirmation from an
Issuer (as defined below) that a Fund has purchased such Issuer's Book-Entry
Paper, the Bank shall issue and hold in book-entry form, on behalf of the Fund,
commercial paper issued by issuers with whom the Bank has entered into a
book-entry agreement (the "Issuers"). In maintaining procedures for Book-Entry
Paper, the Bank agrees that:
(a) The Bank will maintain all Book-Entry Paper held by a
Fund in an account of the Bank that includes only assets held by it for
customers;
(b) The records of the Bank with respect to a Fund's purchase
of Book-Entry Paper through the Bank will identify, by book-entry, commercial
paper belonging to the Fund which is included in the Book-Entry System and shall
at all times during the regular business hours of the Bank be open for
inspection by duly authorized officers, employees or agents of the Trust;
(c) The Bank shall pay for Book-Entry Paper purchased for the
account of a Fund upon contemporaneous (i) receipt of advice from the Issuer
that such sale of Book-Entry Paper has been effected, and (ii) the making of an
entry on the records of the Bank to reflect such payment and transfer for the
account of the Fund;
(d) The Bank shall cancel such Book-Entry Paper obligation
upon the maturity thereof upon contemporaneous (i) receipt of advice that
payment for such Book-Entry Paper has been transferred to the Fund, and (ii) the
making of an entry on the records of the Bank to reflect such payment for the
account of the Fund; and
(e) The Bank shall transmit to the Trust a transaction journal
confirming each transaction in Book-Entry Paper for the account of a Fund on the
next business day following such transaction;
(f) The Bank will send to the Fund such reports on its system
of internal accounting control with respect to the Book-Entry Paper as the Fund
may reasonably request from time to time.
7.7 Use of Immobilization Programs. Provided (i) the Bank has received
a certified copy of a resolution of the Board specifically approving the
maintenance of Portfolio Securities in an immobilization program operated by a
bank which meets the requirements of Section 26(a)(1) of the 1940 Act, and (ii)
for each year following such approval the Board has reviewed and approved the
arrangement and has not delivered an Officer's Certificate to the Bank
indicating that the Board has withdrawn its approval, the Bank shall enter into
such immobilization program with such bank acting as a sub-custodian hereunder.
7.8 Eurodollar CDs. Any Portfolio Securities which are Eurodollar CDs
may be physically held by the European branch of the U.S. banking institution
that is the issuer of such Eurodollar CD (a "European Branch"), provided that
such Portfolio Securities are identified on the books of the Bank as belonging
to the Fund and that the books of the Bank identify the European Branch holding
such Portfolio Securities. Notwithstanding any other provision of this Agreement
to the contrary, except as stated in the first sentence of this subsection 7.8,
the Bank shall be under no other duty with respect to such Eurodollar CDs
belonging to the Fund.
7.9 Options and Futures Transactions.
--------------------------------
(a) Puts and Calls Traded on Securities Exchanges,
NASDAQ or Over-the-Counter.
(i) The Bank shall take action as to put options
("puts") and call options ("calls") purchased or sold (written) by the Fund
regarding escrow or other arrangements (i) in accordance with the provisions
of any agreement entered into upon receipt of Proper Instructions among
the Bank, any broker-dealer registered under the Exchange Act and a member of
the National Association of Securities Dealers, Inc. (the "NASD"), and,
if necessary, the Trust, relating to the compliance with the rules of the
Options Clearing Corporation and of any registered national securities
exchange, or of any similar organization or organizations.
(ii) Unless another agreement requires it to do
so, the Bank shall be under no duty or obligation to see that the Fund has
deposited or is maintaining adequate margin, if required, with any broker in
connection with any option, nor shall the Bank be under duty or obligation to
present such option to the broker for exercise unless it receives Proper
Instructions from the Trust. The Bank shall have no responsibility for
the legality of any put or call purchased or sold on behalf of the Fund, the
propriety of any such purchase or sale, or the adequacy of any collateral
delivered to a broker in connection with an option or deposited to or withdrawn
from a Segregated Account (as defined in subsection 7.10 below). The Bank
specifically, but not by way of limitation, shall not be under any duty or
obligation to: (i) periodically check or notify a Fund that the amount of such
collateral held by a broker or held in a Segregated Account is sufficient to
protect such broker or the Fund against any loss; (ii) effect the return of any
collateral delivered to a broker; or (iii) advise the Fund that any option it
holds, has or is about to expire. Such duties or obligations shall be the sole
responsibility of the Trust.
(b) Puts, Calls and Futures Traded on Commodities
Exchanges
(i) The Bank shall take action upon receipt of
Proper Instructions, as to puts, calls and futures contracts ("Futures")
purchased or sold by a Fund in accordance with the provisions of any
agreement among the Trust, on behalf of a Fund, the Bank and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with transactions by the
Fund.
(ii) The responsibilities of the Bank as to
futures, puts and calls traded on commodities exchanges, any Futures Commission
Merchant account and the Segregated Account shall be limited as set forth in
subparagraph (a)(ii) of this Section 7.9 as if such subparagraph
referred to Futures Commission Merchants rather than brokers, and Futures and
puts and calls thereon instead of options.
7.10 Segregated Account. The Bank shall upon receipt of Proper
Instructions establish and maintain a Segregated Account or Accounts for and on
behalf of a Fund, into which Account or Accounts may be transferred, upon
receipt of Proper Instructions, cash and/or Portfolio Securities.
(a) Cash and/or Portfolio Securities may be transferred
into a Segregated Account in the following circumstances upon receipt of Proper
Instructions;
(i) in accordance with the provisions of any
agreement among Trust on behalf of a Fund, the Bank and a broker-dealer
registered under the Exchange Act and a member of the NASD or any
Futures Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Options Clearing Corporation and of
any registered national securities exchange or the Commodity Futures Trading
Commission or any registered Contract Market, or of any similar organizations
regarding escrow or other arrangements in connection with transactions by the
Fund;
(ii) for the purpose of segregating cash or
securities in connection with options purchased or written by
a Fund or commodity futures purchased or written by a Fund;
(iii) for the deposit of liquid assets, such as
cash, U.S. Government securities or other high grade debt obligations, having a
market value (marked-to-market on a daily basis) at all times equal to not
less than the aggregate purchase price due on the settlement dates of a
Fund's then outstanding forward commitment or "when-issued" agreements
relating to the purchase of Portfolio Securities and of a Fund's then
outstanding commitments under reverse repurchase agreements entered into with
broker-dealer firms;
(iv) for the purposes of compliance by the Fund
with the procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and Exchange Commission
relating to the maintenance of Segregated Accounts by registered investment
companies;
(v) for other proper corporate purposes, but
only, in the case of this clause (v), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the Board, or of the
executive committee of the Board signed by an officer of the Trust and
certified by the Secretary or an Assistant Secretary, setting forth the purpose
or purposes of such Segregated Account and declaring such purposes to be proper
corporate purposes.
(b) Cash and/or Portfolio Securities may be withdrawn from a
Segregated Account pursuant to Proper Instructions in the following
circumstances:
(i) with respect to assets deposited in
accordance with the provisions of any agreements referenced in
(a)(i) or (a)(ii) above, in accordance with the provisions of such agreements;
(ii) with respect to assets deposited pursuant to
(a)(iii) or (a)(iv) above, for sale or delivery to meet
a Fund's obligations under outstanding forward commitment or when-issued
agreements for the purchase of Portfolio Securities and under reverse repurchase
agreements;
(iii) for exchange for other liquid assets of
equal or greater value deposited in the Segregated Account;
(iv) to the extent that a Fund's outstanding
forward commitment or when-issued agreements for the
purchase of portfolio securities or reverse repurchase agreements are sold to
other parties or the Fund's obligations thereunder are met from assets of the
Fund other than those in the Segregated Account;
(v) for delivery upon settlement of a forward
commitment or when-issued agreement for the sale of Portfolio Securities; or
(vi) with respect to assets deposited pursuant to
(a)(v) above, in accordance with the purposes of such account as set forth in
Proper Instructions.
7.11 Interest Bearing Call or Time Deposits. The Bank shall, upon
receipt of Proper Instructions relating to the purchase by a Fund of
interest-bearing fixed-term and call deposits, transfer cash, by wire or
otherwise, in such amounts and to such bank or banks as shall be indicated in
such Proper Instructions. The Bank shall include in its records with respect to
the assets of a Fund appropriate notation as to the amount of each such deposit,
the banking institution with which such deposit is made (the "Deposit Bank"),
and shall retain such forms of advice or receipt evidencing the deposit, if any,
as may be forwarded to the Bank by the Deposit Bank. Such deposits shall be
deemed Portfolio Securities of a Fund and the responsibility of the Bank
therefore shall be the same as and no greater than the Bank's responsibility in
respect of other Portfolio Securities of the Fund.
7.12 Transfer of Securities. The Bank will transfer, exchange, deliver
or release Portfolio Securities held by it hereunder, insofar as such Securities
are available for such purpose, provided that before making any transfer,
exchange, delivery or release under this Section, the Bank will receive Proper
Instructions. The Proper Instructions shall state that such transfer, exchange
or delivery is for a purpose permitted under the terms of this Section 7.12, and
shall specify the applicable subsection, or describe the purpose of the
transaction with sufficient particularity to permit the Bank to ascertain the
applicable subsection. After receipt of such Proper Instructions, the Bank will
transfer, exchange, deliver or release Portfolio Securities only in the
following circumstances:
(a) Upon sales of Portfolio Securities for the account of a
Fund, against contemporaneous receipt by the Bank of payment therefor in full,
or against payment to the Bank in accordance with generally accepted settlement
practices and customs in the jurisdiction or market in which the transaction
occurs, each such payment to be in the amount of the sale price shown in a
broker's confirmation of sale received by the Bank before such payment is made,
as confirmed in the Proper Instructions received by the Bank before such payment
is made;
(b) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan of merger,
consolidation, reorganization, share split-up, change in par value,
recapitalization or readjustment or otherwise, upon exercise of subscription,
purchase or sale or other similar rights represented by such Portfolio
Securities, or for the purpose of tendering shares in the event of a tender
offer therefor, provided, however, that in the event of an offer of exchange,
tender offer, or other exercise of rights requiring the physical tender or
delivery of Portfolio Securities, the Bank shall have no liability for failure
to so tender in a timely manner unless such Proper Instructions are received by
the Bank at least two business days prior to the date required for tender, and
unless the Bank (or its agent or sub-custodian hereunder) has actual possession
of such Portfolio Security at least two business days prior to the date of
tender;
(c) Upon conversion of Portfolio Securities pursuant to
their terms into other securities;
(d) For the purpose of redeeming in-kind shares of a Fund
upon authorization from the Fund;
(e) In the case of option contracts owned by a Fund, for
presentation to the endorsing broker;
(f) When such Portfolio Securities are called, redeemed or
retired or otherwise become payable;
(g) For the purpose of effectuating the pledge of Portfolio
Securities held by the Bank in order to collateralize loans made to a Fund by
any bank, including the Bank; provided, however, that such Portfolio Securities
will be released only upon payment to the Bank for the account of the Fund of
the moneys borrowed, provided further, however, that in cases where additional
collateral is required to secure a borrowing already made, and such fact is made
to appear in the Proper Instructions, further Portfolio Securities may be
released for that purpose without any such payment. In the event that any
pledged Portfolio Securities are held by the Bank, they will be so held for the
account of the lender, and after notice to the Fund from the lender in
accordance with the normal procedures of the lender and any loan agreement
between the Trust, on behalf of a Fund, and the lender that an event of
deficiency or default on the loan has occurred, the Bank may deliver such
pledged Portfolio Securities to or for the account of the lender;
(h) for the purpose of releasing certificates representing
Portfolio Securities, against contemporaneous receipt by the Bank of the fair
market value of such security, as set forth in the Proper Instructions received
by the Bank before such payment is made;
(i) for the purpose of delivering securities lent by a Fund to
a bank or broker dealer, but only against receipt in accordance with street
delivery custom except as otherwise provided herein, of adequate collateral as
agreed upon from time to time by the Fund and the Bank, and upon receipt of
payment in connection with any repurchase agreement relating to such securities
entered into by the Fund;
(j) for other authorized transactions of a Fund or for other
proper corporate purposes; provided that before making such transfer, the Bank
will also receive a certified copy of resolutions of the Board, signed by an
authorized officer of the Trust (other than the officer certifying such
resolution) and certified by its Secretary or Assistant Secretary, specifying
the Portfolio Securities to be delivered, setting forth the transaction in or
purpose for which such delivery is to be made, declaring such transaction to be
an authorized transaction of the Fund or such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such securities
shall be made; and
(k) upon termination of this Agreement as hereinafter set
forth pursuant to Section 9 and Section 15 of this
Agreement.
As to any deliveries made by the Bank pursuant to this Section 7.12,
securities or cash receivable in exchange therefor shall be delivered to the
Bank.
8. Redemptions. In the case of payment of assets of a Fund held by the
Bank in connection with redemptions and repurchases by the Fund of outstanding
shares, the Bank will rely on notification by the Trust's transfer agent of
receipt of a request for redemption before such payment is made. Payment shall
be made in accordance with the Trust's Amended and Restated Declaration of Trust
(the "Declaration"), as it may be amended or supplemented from time to time,
from assets available for said purpose.
9. Merger, Dissolution, etc. of Fund. In the case of the following
transactions, not in the ordinary course of business, namely, the merger of a
Fund into or the consolidation of the Trust with another investment company, the
sale by the Trust, of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of a Fund and distribution
of its assets, the Bank will deliver the Portfolio Securities held by it under
this Agreement and disburse cash only upon the order of the Trust, on behalf of
such Fund(s) set forth in an Officer's Certificate, accompanied by a certified
copy of a resolution of the Board authorizing any of the foregoing transactions.
Upon completion of such delivery and disbursement and the payment of the fees
through the end of the then current term of this Agreement, and disbursements
and expenses of the Bank, this Agreement will terminate and the Bank shall be
released from any and all obligations hereunder.
10. Actions of Bank Without Prior Authorization. Notwithstanding anything
herein to the contrary, unless and until the Bank receives an Officer's
Certificate to the contrary, the Bank will take the following actions without
prior authorization or instruction of the Trust or the transfer agent:
10.1 Endorse for collection and collect on behalf of and in the name of
a Fund all checks, drafts, or other negotiable or transferable instruments or
other orders for the payment of money received by it for the account of the Fund
and hold for the account of the Fund all income, dividends, interest and other
payments or distributions of cash with respect to the Portfolio Securities held
thereunder;
10.2 Present for payment all coupons and other income items held by it
for the account of a Fund which call for payment upon presentation and hold the
cash received by it upon such payment for the account of the Fund;
10.3 Receive and hold for the account of a Fund all securities received
as a distribution on Portfolio Securities as a result of a stock dividend, share
split-up, reorganization, recapitalization, merger, consolidation, readjustment,
distribution of rights and similar securities issued with respect to any
Portfolio Securities held by it hereunder.
10.4 Execute as agent on behalf of a Fund all necessary ownership and
other certificates and affidavits required by the Internal Revenue Code or the
regulations of the Treasury Department issued thereunder, or by the laws of any
state, now or hereafter in effect, inserting a Fund's name on such certificates
as the owner of the securities covered thereby, to the extent it may lawfully do
so and as may be required to obtain payment in respect thereof. The Bank will
execute and deliver such certificates in connection with Portfolio Securities
delivered to it or by it under this Agreement as may be required under the
provisions of the Internal Revenue Code and any Regulations of the Treasury
Department issued thereunder, or under the laws of any State;
10.5 Present for payment all Portfolio Securities which are called,
redeemed, retired or otherwise become payable, and hold cash received by it upon
payment for the account of a Fund; and
10.6 Exchange interim receipts or temporary securities for
definitive securities.
11. Collections and Defaults. The Bank will use reasonable efforts to
collect any funds which may to its knowledge become collectible arising from
Portfolio Securities, including dividends, interest and other income, and to
transmit to a Fund, notice actually received by it of any call for redemption,
offer of exchange, right of subscription, reorganization or other proceedings
affecting such Securities. If Portfolio Securities upon which such income is
payable are in default or payment is refused after due demand or presentation,
the Bank will notify the a in writing of any default or refusal to pay within
two business days from the day on which it receives knowledge of such default or
refusal. In addition, the Bank will send the Trust a written report once each
month showing any income on any Portfolio Security held by the Bank on behalf of
a Fund that is more than ten days overdue on the date of such report.
12. Maintenance of Records and Accounting Services. The Bank will maintain
records with respect to transactions for which the Bank is responsible pursuant
to the terms and conditions of this Agreement, and in compliance with the
applicable rules and regulations of the 1940 Act and will furnish the Trust
daily with a statement of condition of each Fund. The books and records of the
Bank pertaining to its actions under this Agreement and reports by the Bank or
its independent accountants concerning its accounting system, procedures for
safeguarding securities and internal accounting controls will be open to
inspection and audit at reasonable times by officers of or auditors employed by
the Trust and will be preserved by the Bank in the manner and in accordance with
the applicable rules and regulations under the 1940 Act.
The Bank shall perform fund accounting services listed on Schedule C,
and shall keep the books of account and render statements or copies from time to
time as reasonably requested by the Treasurer or an Assistant Treasurer or any
executive officer of the Trust.
The Bank shall assist generally in the preparation of reports to
shareholders and others, audits of accounts, and other ministerial matters of
like nature.
13. Fund Evaluation and Yield Calculation
13.1 Fund Evaluation. The Bank shall compute and, unless otherwise
directed by the Board, determine as of the close of regular trading on the New
York Stock Exchange on each day on which said Exchange is open for unrestricted
trading and as of such other days, or hours, if any, as may be authorized by the
Board, the net asset value and the offering price of a share of each Fund, such
determination to be made in accordance with the provisions of the Trust's
Declaration and Registration Statement of the Trust relating to the Funds, as
they may from time to time be amended, and any applicable resolutions of the
Board at the time in force and applicable; and promptly to notify the Trust, any
applicable exchange and the NASD or such other persons as the Trust may request
of the results of such computation and determination. In computing the net asset
value hereunder, the Bank may rely in good faith upon information that the Bank
reasonable believes to be accurate and reliable furnished to it by any
Authorized Person in respect of (i) the manner of accrual of the liabilities of
each Fund and in respect of liabilities of each Fund not appearing on its books
of account kept by the Bank, (ii) reserves, if any, authorized by the Board or
that no such reserves have been authorized, (iii) the source of the quotations
to be used in computing the net asset value, (iv) the value to be assigned to
any security for which no price quotations are available, and (v) the method of
computation of the offering price on the basis of the net asset value of the
shares, and the Bank shall not be responsible for any loss occasioned by such
reliance or for any good faith reliance on any quotations received from a source
pursuant to (iii) above.
13.2. Performance Calculations. The Bank will compute the performance
results of each Fund (the "Performance Calculations") in accordance with
applicable provisions of the 1933 Act and the 1940 Act and the rules under such
Acts related to the computations to be undertaken by the Bank pursuant to this
Agreement, as promulgated by the Securities and Exchange Commission, as such
provisions may be amended from time-to-time, and any published interpretations
of or general conventions accepted by the staff of the Securities and Exchange
Commission with respect to such rules or the subject matter thereof ("Subsequent
Staff Positions"), subject to the Trust's then current Registration Statement,
as amended from time-to-time, and the terms set forth below:
(a) The Bank shall compute the Performance Calculations, for each Fund
for the stated periods of time as shall be mutually agreed upon, and communicate
in a timely manner the result of such computation to the Trust.
(b) In performing the Performance Calculations, the Bank will derive
from the records it generates and maintains for each Fund pursuant to Section 11
hereof the data necessary for the computation. The Bank shall have no
responsibility to review, confirm, or otherwise assume any duty or liability
with respect to the accuracy or correctness of any such data supplied to it by
the Trust, any of the Fund's designated agents or any of the Trust's designated
third party providers (excepting the Bank).
(c) At the request of the Bank, the Trust shall provide, and the Bank
shall be entitled to rely on, written standards and guidelines to be followed by
the Bank in interpreting and applying the computation methods pursuant to the
rules or any Subsequent Staff Positions as they specifically apply to a Fund. In
the event that the computation methods in a rule or Subsequent Staff Positions
or the application to a Fund of a standard or guideline is not free from doubt
or in the event there is any question of interpretation as to the
characterization of a particular security or any aspect of a security or a
payment with respect thereto (e.g., original issue discount, participating debt
security, income or return of capital, etc.) or otherwise or as to any other
element of the computation which is pertinent to the Fund, the Trust or its
designated agent, BGFA, shall have the full responsibility for making the
determination of how the security or payment is to be treated for purposes of
the computation and how the computation is to be made and shall inform the Bank
thereof on a timely basis. The Bank shall have no responsibility to make
independent determinations with respect to any item which is covered by this
Sub-section, and shall not be responsible for its computations made in
accordance with such determinations so long as such computations are
mathematically correct.
(d) The Trust shall keep the Bank informed of all publicly available
information and of any non-public advice, or information obtained by the Trust
from its independent auditors or by its personnel or the personnel of its
investment adviser related to the computations to be undertaken by the Bank
pursuant to this Agreement, and the Bank shall not be deemed to have knowledge
of such information (except as contained in the Registration Statement) unless
it has been furnished to the Bank in writing; provided that the Bank shall be
charged with knowledge of any material changes to the 1933 Act, the 1940 Act,
and any related rules under Acts related to the computations to be undertaken by
the Bank pursuant to this Agreement without specific notice from the Trust.
14. Duties of the Bank.
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14.1 Bank Warranty. The Bank warrants that it has and will maintain at
least the minimum qualifications required by Section 17(f)(1) of The 1940 Act to
act as custodian of the Portfolio Securities and other assets including cash of
the Trust's Funds.
14.2 Standard of Care and Performance of Duties.
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(a) The Bank agrees to use reasonable care with regard to its
obligations under this Agreement and the safekeeping of property of the Funds.
In performing its duties hereunder and any other duties listed on the Schedules
hereto, the Bank will be entitled to receive and act upon the advice of
independent counsel of its own selection, which may be counsel for the Trust,
and the Bank will be without liability for any action taken or thing done, or
omitted to be done, so long as the Bank's actions or inactions are without
negligence and in accordance with this Agreement in good faith in conformity
with such advice. The Bank shall be liable to, and shall indemnify and hold
harmless the Trust from and against any loss which shall occur as the result of
the failure of the Bank or a sub-custodian (other than a foreign securities
depository or clearing agency and except as provided in subsections 7.8, 14.2
and 14.4(a)(ii) hereof) to exercise reasonable care with respect to their
respective obligations under this Agreement and the safekeeping of such
property. Subject to the foregoing, the Bank will not be responsible for any
act, omission, default or for the solvency of any foreign securities depository
or clearing agency utilized in connection with the provision of services under
this Agreement.
(b) In the performance of its duties hereunder, the Bank will
be protected and not be liable, and will be indemnified and held harmless for
any action taken or omitted to be taken by it with reasonable care and in good
faith reliance upon the terms of this Agreement, any Officer's Certificate,
Proper Instructions, resolution of the Board, facsimile, telegram, notice,
request, certificate or other instrument reasonably believed by the Bank to be
genuine and for any other loss to the Fund except in the case of its negligent
actions or inactions or lack of good faith or reasonable care in the performance
of its obligations or duties hereunder.
(c) The Bank will be under no duty or obligation to inquire
into and will not be liable for:
(i) the validity of the issue of any Portfolio
Securities purchased by or for a Fund, the legality of the purchases thereof or
the propriety of the price incurred therefor;
(ii) the legality of any sale of any Portfolio
Securities by or for the Fund or the propriety of the amount for which the same
are sold;
(iii) the legality of an issue or sale of any
interests of a Fund or the sufficiency of the amount to be received therefor;
(iv) the legality of the repurchase of any
interests of a Fund or the propriety of the amount to be paid therefor;
(v) the legality of the declaration of any
dividend by a Fund or the legality of the distribution of any Portfolio
Securities as payment in kind of such dividend; and
(vi) any property or moneys of a Fund unless and
until received by it, and any such property or moneys delivered or paid by it
pursuant to the terms hereof.
(d) Moreover, the Bank will not be under any duty or
obligation to ascertain whether any Portfolio Securities at any time delivered
to or held by it for the account of a Fund are such as may properly be held by
the Fund under the provisions of the Trust's Declaration, any federal or state
statutes or any rule or regulation of any governmental agency.
(e) Notwithstanding anything in this Agreement to the
contrary, in no event shall the Bank be liable hereunder or to any third party:
(i) for any losses or damages of any kind
resulting from acts of God, earthquakes, fires, floods, storms
or other disturbances of nature, epidemics, strikes, riots, nationalization,
expropriation, currency restrictions, acts of war, civil war or terrorism,
insurrection, nuclear fusion, fission or radiation, the interruption, loss or
malfunction of utilities, transportation, or computers (hardware or software)
and computer facilities, the unavailability of energy sources and other similar
happenings or events, except as results from the Bank's own negligence, provided
that the Bank has in place a reasonable back-up and disaster recovery plan that
requires the Bank to maintain back-up files of the Funds' data or records
required to be maintained under the 1940 Act at another place other than the
Bank's principal place of business. This subsection shall not excuse the Bank's
failure to perform based upon a loss of Fund data unless the Bank has maintained
back-up files of the Funds' data or records; or
(ii) for special, punitive or consequential
damages arising from the provision of services hereunder, even
if the Bank has been advised of the possibility of such damages; provided,
however, that the parties specifically acknowledge and agree that damages, if
any, incurred by the Trust, its Funds or its agents (including, but not limited
to, BGFA or the Trust's transfer or shareholder servicing agents) on account of
late or incorrect net asset values and related information provided to the
Trust, its Funds, its agents or other third parties as may be agreed in writing
by Stephens Inc. ("Stephens") and IBT from time to time, are not to be
considered special, punitive or consequential damages for purposes of this
subsection 14.2(e)(ii)
14.3 Agents and Sub-custodians with Respect to Property of the Fund
Held in the United States. The Bank may employ agents of its own selection in
the performance of its duties hereunder and shall be responsible for the acts
and omissions of such agents as if performed by the Bank hereunder. Without
limiting the foregoing, certain duties of the Bank hereunder may be performed by
one or more affiliates of the Bank.
Upon receipt of Proper Instructions, the Bank may employ sub-custodians
selected by or at the direction of the Fund, provided that any such
sub-custodian meets at least the minimum qualifications required by Section
17(f)(1) of the 1940 Act to act as a custodian of a Fund's assets with respect
to property of the Fund held in the United States. The Bank shall have no
liability to the Trust or any other person by reason of any act or omission of
any such sub-custodian and the Trust shall indemnify the Bank and hold it
harmless from and against any and all actions, suits and claims, arising
directly or indirectly out of the performance of any sub-custodian. Upon request
of the Bank, the Trust shall assume the entire defense of any action, suit, or
claim subject to the foregoing indemnity. The Trust shall pay all fees and
expenses of any sub-custodian.
14.4 Duties of the Bank with Respect to Property of the Fund Held
Outside of the United States.
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(a) Appointment of Foreign Custody Manager.
--------------------------------------
(i) If the Trust has appointed the Bank Foreign
Custody Manager (as that term is defined in Rule 17f-5 under the 1940 Act), the
Bank's duties and obligations with respect to the Fund's Portfolio
Securities and other assets maintained outside the United States shall be,
to the extent not set forth herein, as set forth in the Delegation
Agreement between the Fund and the Bank (the "Delegation Agreement").
(ii) If the Fund has appointed any other person
or entity Foreign Custody Manager, the Bank shall act only upon Proper
Instructions from the Fund with regard to any of the Trust's Portfolio
Securities or other assets held or to be held outside of the United States,
and the Bank shall be without liability for any claim arising out of
maintenance of the Fund's Portfolio Securities or other assets outside of the
United States. The Trust also agrees that it shall enter into a written
agreement with such Foreign Custody Manager that shall obligate such Foreign
Custody Manager to provide to the Bank in a timely manner all information
required by the Bank in order to complete its obligations hereunder. The Bank
shall not be liable for any claim arising out of the failure of such Foreign
Custody Manager to provide such information to the Bank.
(b) Segregation of Securities. The Bank shall identify on its
books as belonging to a Fund the Foreign Portfolio Securities held by each
foreign sub-custodian (each an "Eligible Foreign Custodian") selected by the
Foreign Custody Manager, subject to receipt by the Bank of the necessary
information from such Eligible Foreign Custodian if the Foreign Custody Manager
is not the Bank.
(c) Access of Independent Accountants of the Fund. If the Bank
is a Fund's Foreign Custody Manager, upon request of the Fund, the Bank will use
its best efforts to arrange for the independent accountants of the Fund to be
afforded access to the books and records of any foreign banking institution
employed as an Eligible Foreign Custodian insofar as such books and records
relate to the performance of such foreign banking institution with regard to the
Fund's Portfolio Securities and other assets.
(d) Reports by Bank. If the Bank is a Fund's Foreign Custody
Manager, the Bank will supply to the Fund the reports required under the
Delegation Agreement.
(e) Transactions in Foreign Custody Account. Transactions with
respect to the assets of the Fund held by an Eligible Foreign Custodian shall be
effected pursuant to Proper Instructions from the Trust to the Bank and shall be
effected in accordance with the applicable agreement between the Foreign Custody
Manager and such Eligible Foreign Custodian. If at any time any Foreign
Portfolio Securities shall be registered in the name of the nominee of the
Eligible Foreign Custodian, the Fund agrees to hold any such nominee harmless
from any liability by reason of the registration of such securities in the name
of such nominee.
Notwithstanding any provision of this Agreement to the
contrary, settlement and payment for Foreign Portfolio Securities received for
the account of a Fund and delivery of Foreign Portfolio Securities maintained
for the account of the Fund may be effected in accordance with the customary
established securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering securities to the purchaser thereof or to a
dealer therefor (or an agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such securities from such
purchaser or dealer.
In connection with any action to be taken with respect to the
Foreign Portfolio Securities held hereunder, including, without limitation, the
exercise of any voting rights, subscription rights, redemption rights, exchange
rights, conversion rights or tender rights, or any other action in connection
with any other right, interest or privilege with respect to such Securities
(collectively, the "Rights"), the Bank shall promptly transmit to the a Fund
such information in connection therewith as is made available to the Bank by the
Eligible Foreign Custodian, and shall promptly forward to the applicable
Eligible Foreign Custodian any instructions, forms or certifications with
respect to such Rights, and any instructions relating to the actions to be taken
in connection therewith, as the Bank shall receive from the Fund pursuant to
Proper Instructions. Notwithstanding the foregoing, the Bank shall have no
further duty or obligation with respect to such Rights, including, without
limitation, the determination of whether the Fund is entitled to participate in
such Rights under applicable U.S. and foreign laws, or the determination of
whether any action proposed to be taken with respect to such Rights by the Fund
or by the applicable Eligible Foreign Custodian will comply with all applicable
terms and conditions of any such Rights or any applicable laws or regulations,
or market practices within the market in which such action is to be taken or
omitted.
(f) Tax Law. The Bank shall have no responsibility or
liability for any obligations now or hereafter imposed on the Trust or its Funds
or the Bank as custodian of the Funds by the tax laws of any jurisdiction, and
it shall be the responsibility of the Trust to notify the Bank of the
obligations imposed on the Fund or the Bank as the custodian of the Fund by the
tax law of any non-U.S. jurisdiction, including responsibility for withholding
and other taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Eligible Foreign
Custodian with regard to such tax law shall be to use reasonable efforts to
assist the Trust with respect to any claim for exemption or refund under the tax
law of jurisdictions for which the Trust has provided such information.
14.5 Insurance. The Bank shall use the same care with respect to the
safekeeping of Portfolio Securities and cash of the Trust's Funds held by it as
it uses in respect of its own similar property but it need not maintain any
special insurance for the benefit of the Fund.
14.6 Fees and Expenses of the Bank. The Trust, on behalf of a Fund,
will pay or reimburse the Bank from time to time for any transfer taxes payable
upon transfer of Portfolio Securities made hereunder, and for all necessary
proper disbursements, expenses and charges made or incurred by the Bank in the
performance of this Agreement (including any duties listed on any Schedule
hereto, if any) including any indemnities for any loss, liabilities or expense
to the Bank as provided above. For the services rendered by the Bank hereunder,
the Fund will pay to the Bank such compensation or fees at such rate and at such
times as shall be agreed upon in writing by the parties from time to time. The
Bank will also be entitled to reimbursement by the Fund for all reasonable
expenses incurred in conjunction with termination of this Agreement.
14.7 Advances by the Bank. The Bank may, in its sole discretion,
advance funds on behalf of a Fund to make any payment permitted by this
Agreement upon receipt of any proper authorization required by this Agreement
for such payments by the Fund. Should such a payment or payments, with advanced
funds, result in an overdraft (due to insufficiencies of the Fund's account with
the Bank, or for any other reason) this Agreement deems any such overdraft or
related indebtedness a loan made by the Bank to the Fund payable on demand. Such
overdraft shall bear interest at the current rate charged by the Bank for such
loans unless the Fund shall provide the Bank with agreed upon compensating
balances. The Fund agrees that the Bank shall have a continuing lien and
security interest to the extent of any overdraft or indebtedness and to the
extent required by law, in and to any property at any time held by it for the
Fund's benefit or in which the Fund has an interest and which is then in the
Bank's possession or control (or in the possession or control of any third party
acting on the Bank's behalf). The Fund authorizes the Bank, in the Bank's sole
discretion, at any time to charge any overdraft or indebtedness, together with
interest due thereon, against any balance of account standing to the credit of
the Fund on the Bank's books. In no event, however, shall the liability of one
Fund be charged against the assets of another Fund or Funds.
15. Termination.
-----------
15.1 Term of the Agreement. The term of this Agreement shall be one (1)
year commencing upon the date hereof (the "Initial Term"), unless earlier
terminated as provided herein. After the expiration of the Initial Term, the
term of this Agreement shall automatically renew for successive one-year terms
(each a "Renewal Term") unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than ninety days prior to the
expiration of the Initial Term or any Renewal Term, as the case may be.
15.2 Termination of the Agreement. Notwithstanding Section 15.1 above,
the Agreement may be terminated at any time, without penalty upon sixty (60)
days written notice delivered by either party to the other by means of
registered mail, and upon the expiration of such sixty (60) days, this Agreement
will terminate; provided, however, that the effective date of such termination
may be postponed to a date not more than ninety (90) days from the date of
delivery of such notice by (i) the Bank in order to prepare for the transfer by
the Bank of all the assets of the Funds held hereunder, or (ii) the Trust in
order to give it an opportunity to make suitable arrangements for a successor
custodian. At any time after the termination of this Agreement, the Bank agrees
to make available to the Trust, at its request, the records maintained by the
Bank relating to the performance of its duties as custodian and/or fund
accountant, and to preserve such records for the periods prescribed in Rule
31a-2 under the 1940 Act.
(d) In the event of the termination of this Agreement, the
Bank will immediately upon receipt or transmittal, as the case may be, of notice
of termination, commence and prosecute diligently to completion the transfer of
all cash and the delivery of all Portfolio Securities duly endorsed and all
records maintained under Section 12 to the successor custodian and accountant
when appointed by the Trust. The obligation of the Bank to deliver and transfer
over the assets of the Trust's Funds held by the Bank directly to such successor
custodian will commence as soon as such successor is appointed and will continue
until completed as aforesaid. If the Trust does not select a successor custodian
within ninety (90) days from the date of delivery of notice of termination the
Bank may, subject to the provisions of subsection 15(e), deliver the Portfolio
Securities and cash of the Trust's Fund held by the Bank to a bank or trust
company of the Bank's own selection that meets the requirements of Section
17(f)(1) of the 1940 Act and has a reported capital, surplus and undivided
profits aggregating not less than $2,000,000, to be held as the property of the
Trust's Funds under terms similar to those on which they were held by the Bank,
whereupon such bank or trust company so selected by the Bank will become the
successor custodian of such assets of the Trust's Funds with the same effect as
though selected by the Board.
(e) Prior to the expiration of ninety (90) days after notice
of termination has been given, the Trust may furnish the Bank with an order of
the Trust advising that a successor custodian cannot be found willing and able
to act upon reasonable and customary terms and that there has been submitted to
the Fund's shareholders the question of whether a Fund will be liquidated or
will function without a custodian for the assets of a Fund held by the Bank. In
that event the Bank will deliver the Portfolio Securities and cash of the
Trust's Funds, subject as aforesaid, in accordance with one of such alternatives
that may be approved by the requisite vote of shareholders, upon receipt by the
Bank of a copy of the minutes of the meeting of shareholders at which action was
taken, certified by the Trust's Secretary and an opinion of counsel to the Trust
in form and content satisfactory to the Bank.
15.3 The Fund shall reimburse the Bank for any reasonable expenses
incurred by the Bank in connection with the termination of this Agreement.
16. Confidentiality. Both parties hereto agree than any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency. The
parties further agree that a breach of this provision would irreparably damage
the other party and accordingly agree that each of them is entitled, in addition
to all other remedies at law or in equity to an injunction or injunctions
without bond or other security to prevent breaches of this provision.
17. Notices. Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and delivered via (I) United
States Postal Service registered mail, (ii) telecopier with written
confirmation, (iii) hand delivery with signature to such party at its office at
the address set forth below, namely:
(a) In the case of notices sent to the Fund to:
Wells Fargo Funds Trust
Mutual Fund Group
525 Market Street, 12th Floor
MAC 0103-121
San Francisco, CA 94163 (94105 for Federal Express delivery)
Attn: Karla M. Rabusch, Treasurer
(b) In the case of notices sent to the Bank to:
Investors Bank & Trust Company
200 Clarendon Street, P.O. Box 9130
Boston, Massachusetts 02117-9130
Attention: Steven Gallant, Director - Client Management
With a copy to: John E. Henry, General Counsel
or at such other place as such party may from time to time
designate in writing.
18. Amendments. This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties.
19. Parties. This Agreement will be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by the Fund
without the written consent of the Bank or by the Bank without the written
consent of the Fund, authorized and approved by its Board; and provided further
that termination proceedings pursuant to Section 15 hereof will not be deemed to
be an assignment within the meaning of this provision.
20. Governing Law. This Agreement and all performance hereunder will be
governed by the laws of the Commonwealth of Massachusetts, without regard to
conflict of laws provisions.
21. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
22. Entire Agreement. This Agreement, together with its Appendices,
constitutes the sole and entire agreement between the parties relating to the
subject matter herein and does not operate as an acceptance of any conflicting
terms or provisions of any other instrument and terminates and supersedes any
and all prior agreements and undertakings between the parties relating to the
subject matter herein.
23. Limitation of Liability. The Bank agrees that the obligations assumed
by the Fund hereunder shall be limited in all cases to the assets of the Fund
and that the Bank shall not seek satisfaction of any such obligation from the
officers, agents, employees, trustees, or shareholders of the Fund.
24. Several Obligations of the Portfolios. This Agreement is an agreement
entered into between the Bank and the Trust with respect to each Fund. With
respect to any obligation of the Trust on behalf of any Fund arising out of this
Agreement, the Bank shall look for payment or satisfaction of such obligation
solely to the assets of the Trust to which such obligation relates as though the
Bank had separately contracted with the Trust by separate written instrument
with respect to each Fund.
[Remainder of Page Intentionally Left Blank]
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 written above.
WELLS FARGO FUNDS TRUST
By: /s/ C. David Messman
Name: C. David Messman
Title: Secretary
Investors Bank & Trust Company
By: /s/ Andrew Nesvet
Name: Andrew Nesvet
Title: Senior Director-Client Management
Appendices
Appendix A.......................................................... Portfolios
Appendix B........................................................ Fee Schedule
Appendix C................................................. Additional Services
Schedule A
Custody and Accounting Agreement
Wells Fargo Funds Trust
List of Funds
LifePath Opportunity Fund
LifePath 2010 Fund
LifePath 2020 Fund
LifePath 2030 Fund
LifePath 2040 Fund
Dated: November 8, 1999
Schedule B
Fee Schedule
Fund Accounting and Calculation of N.A.V.
The following annual fee will be charged for each feeder for which IBT
acts as fund accountant:
Annual Fee
Per Feeder Annual Charge $12,000
Per Class Annual Charge (applies only to any new classes
beyond the original five classes) $4,500
Miscellaneous
A. Out-of-Pocket
These charges consist of:
- External printing, delivery and postage costs - Extraordinary travel
expenses - InvestView (only if requested by the Administrator)
- Any future legal expenses associated with substantially altering IBT's
standard contracts - Customized systems development; customized
reporting; and customized extracts
B. Payment
The above fees will be charged against the feeder's account five business
days after the invoice is mailed.
C. Systems
The details of any systems work will be determined after a thorough
business analysis. Systems work will not be performed until approved by the
Administrator. Systems work will be billed on a time and material basis.
Schedule C
Wells Fargo Funds Trust
Fund Accounting Duties
I. A.Journals containing an itemized daily record in detail of all purchases and
sales of securities, all receipts and disbursements of cash and all other debits
and credits, as required by subsection (b)(1) of rule 31a-1 under the 1940 Act
(the "Rule");
B.General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest accrued and
interest received, as required by subsection (b)(2)(i) of the Rule;
C.Separate ledger accounts required by subsection (b) (2) (ii)
and (iii) of the Rule; and
D.A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule.
II. All such books and records shall be the property of the Trust, and IBT
agrees to make such books and records available for inspection by the Trust or
by the Securities and Exchange Commission at reasonable times and otherwise to
keep confidential all records and other information relative to the Trust;
except when requested to divulge such information by duly constituted
authorities or court process, or when requested by the Trust.
III. In addition to the maintenance of the books and records specified above,
IBT shall perform the following accounting services daily for each Fund;
A.Calculate the net asset value per interest;
B.Calculate changes in net asset value;
C.Calculate the per share dividend distribution rates:
D.Calculate dividends and any capital-gain distributions;
E. Calculate yield;
F. Provide the following reports:
1. a current security position report;
2. a summary report of transactions and pending
maturities; and
3. a current cash position report;
G.Such other similar services with respect to a Fund as may be
reasonably requested by the Trust.
IV. IBT shall forward the information contained in Section III of this
Schedule to third-party service providers reasonably requested by the Trust, the
Trust's Administrator or BGFA.
EX-99.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
Executive Vice President
By: /s/ Elizabeth A. Gottfried
---------------------------
Elizabeth A. Gottfried
Vice President
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:
192. Aggressive Balanced-Equity Fund
193. Arizona Tax-Free Fund
194. Asset Allocation Fund
195. California Limited Term Tax-Free Fund
196. California Tax-Free Fund
197. California Tax-Free Money Market Fund
198. California Tax-Free Money Market Trust
199. Cash Investment Money Market Fund
200. Colorado Tax-Free Fund
201. Corporate Bond Fund
202. Disciplined Growth Fund
203. Diversified Bond Fund
204. Diversified Equity Fund
205. Diversified Small Cap Fund
206. Equity Income Fund
207. Equity Index Fund
208. Equity Value Fund
209. Government Money Market Fund
210. Growth Balanced Fund
211. Growth Equity Fund
212. Growth Fund
213. Income Fund
214. Income Plus Fund
215. Index Allocation Fund
216. Index Fund
217. Intermediate Government Income Fund
218. International Equity Fund
219. International Fund
220. Large Company Growth Fund
221. LifePath Opportunity Fund
222. LifePath 2010 Fund
223. LifePath 2020 Fund
224. LifePath 2030 Fund
225. LifePath 2040 Fund
226. Limited Term Government Income Fund
227. Minnesota Intermediate Tax-Free Fund
228. Minnesota Money Market Fund
229. Minnesota Tax-Free Fund
230. Moderate Balanced Fund
231. Money Market Fund
232. Money Market Trust
233. Mid Cap Growth Fund
234. National Limited Term Tax-Free Fund
235. National Tax-Free Fund
236. National Tax-Free Institutional Money Market Fund
237. National Tax-Free Money Market Fund
238. National Tax-Free Money Market Trust
239. Nebraska Tax-Free Fund
240. Oregon Tax-Free Fund
241. OTC Growth Fund
242. Overland Express Sweep Fund
243. Prime Investment Money Market Fund
244. Small Cap Growth Fund
245. Small Cap Opportunities Fund
246. Small Cap Value Fund
247. Small Company Growth Fund
248. Specialized Technology Fund
249. Stable Income Fund
250. Strategic Income Fund
251. Treasury Plus Institutional Money Market Fund
252. Treasury Plus Money Market Fund
253. 100% Treasury Money Market Fund
254. Variable Rate Government Fund
255. Wealthbuilder Growth & Income Portfolio
256. Wealthbuilder Growth Balanced Portfolio
257. Wealthbuilder Growth Portfolio
Approved by Board of Trustees: March 26, 1999, as amended May 9, 2000, and
July 25, 2000.
EX-99.B(h)(2)
WELLS FARGO FUNDS TRUST
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of the 1st day of October, 1999, by and between Wells
Fargo Funds Trust, a business trust organized under the laws of the State of
Delaware, with its principal office and place of business at 111 Center Street,
Little Rock, Arkansas 72201 (the "Trust"), and Forum Accounting Services, LLC
("Forum") a Delaware limited liability company with its principal office and
place of business at Two Portland Square, Portland, Maine 04101.
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
may issue its shares of beneficial interest (the "Shares"), in separate series
and classes; and
WHEREAS, the Trust offers shares in various series as listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust offers shares of various classes of each Fund as listed
in Appendix A hereto (each such class together with all other classes
subsequently established by the Trust in a Fund being herein referred to as a
"Class," and collectively as the "Classes");
WHEREAS, the Trust desires that Forum perform certain fund accounting
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT
The Trust hereby appoints Forum, and Forum hereby agrees, to act as fund
accountant of the Trust for the period and on the terms set forth in this
Agreement. In connection therewith, the Trust has delivered to Forum copies of
(i) the Trust's Amended and Restated Declaration of Trust and, if applicable,
Bylaws (collectively, as amended from time to time, "Organic Documents"), (ii)
the Trust's Registration Statement and all amendments thereto filed with the
U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration
Statement"), (iii) the Trust's current Prospectus and Statement of Additional
Information of each Fund (collectively, as currently in effect and as amended or
supplemented, the "Prospectus") and (iv) all procedures adopted by the Trust
with respect to the Funds (e.g., repurchase agreement procedures), and shall
promptly furnish Forum with all amendments of or supplements to the foregoing.
The Trust shall deliver to Forum a certified copy of the resolution of the Board
of Trustees of the Trust (the "Board") appointing Forum and authorizing the
execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM
(a) Forum and Wells Fargo Bank, N.A., the Trust's administrator
(collectively with its agents, the "Administrator"), may from time to time adopt
such procedures as they agree upon to implement the terms of this Section. With
respect to each Fund, Forum shall perform the following services:
(i) calculate the net asset value per share ("NAV") with the
frequency prescribed in each Fund's then-current Prospectus;
(ii) calculate eac (b) "Forum" means Forum Financial Group, LLC and
each entity it controls, is controlled by or under common control with Forum
Financial Group, LLC.
(c) "Funds" means mutual funds, collective investment pools or other
persons or entities for which Forum provides services. h item of income,
deduction, credit, gain and loss, if any, and process each Fund's stated expense
ratio as required by the Trust and
in conformance with generally accepted accounting practice ("GAAP"),
the SEC's Regulation S-X (or any successor regulation) and the Internal
Revenue Code of 1986, as amended (or any successor laws)(the "Code");
(iii) maintain each Fund's general ledger and record all income, gross
expenses, capital share activity and security transactions of each
Fund;
(iv) calculate the "SEC yield" and money market fund seven day
yields for each Fund, and each Class thereof, as applicable;
(v) provide the Trust and such other persons as the Administrator may
direct with the following reports (A) Key Numbers Summary, (B) trial
balance, (C) current security position report by tax lot, (D) security
position report by security identifier, (E) stale pricing and (F) cash
position and projection report;
(vi) prepare and record once daily, as of the time when the net asset
value of a Fund is calculated or at such other time as otherwise
directed by the Trust, either (A) a valuation of the assets of the Fund
(based upon the use of outside services normally used and contracted
for this purpose by Forum in the case of securities for which
information and market price or yield quotations are readily available
and based upon evaluations conducted in accordance with the Trust's
instructions in the case of all other assets) or (B) a calculation
confirming that the market value of the Fund's assets does not deviate
from the amortized cost value of those assets by more than a specified
percentage;
(vii) make such adjustments over such periods as the Administrator
deems necessary to reflect over-accruals or under-accruals of estimated
expenses or income;
(viii) provide appropriate records to assist the Trust's independent
accountants and, upon approval of the Trust or the Administrator, any
regulatory body in any requested review of the Trust's books and
records maintained by Forum;
(ix) provide information typically supplied in the investment
company industry to the Fund's transfer agent and NASDAQ;
(x) transmit the NAVs and dividend factors of all Funds to the
Administrator and to those persons designated by the Administrator in
writing either by internet e-mail or facsimile transmission as
designated by the Administrator;
(xi) provide the Trust or the Administrator with the data requested
by the Trust or the Administrator that is required to update the Registration
Statement;
(xii) provide the Trust or independent accountants the data requested
with respect to the preparation of the Trust's income, excise and other
tax returns;
(xiii) provide the Trust or Administrator with unadjusted Fund data
directly from Forum's portfolio accounting system for any Fund business
day and other data reasonably requested for the preparation of the
Trust's semi-annual financial statements;
(xiv) process all distributions as directed in writing by the Trust
or the Administrator;
(xv) transmit to and receive from each Fund's transfer agent
appropriate data to reconcile daily Shares outstanding and other data
with the transfer agent;
(xvi) reconcile cash daily and reconcile security identifier, units,
maturities and rates at least monthly with each Fund's custodian;
(xvii) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for
each security;
(xviii) report to the Trust and the Administrator within 15 days after
the end of each calendar month, Forum's compliance for the prior month
with the written service level standards agreed upon from time to time
by the Trust and Forum (the "Service Standards"). The initial Service
Standards are attached as Appendix B hereto; and
(xix) perform such other recordkeeping, reporting and other tasks as
may be specified from time to time by the Administrator in the
procedures adopted by the Board pursuant to mutually acceptable
compensation and implementation agreements.
(b) Forum shall prepare and maintain on behalf of the Trust the following
books and records of each Fund, and each Class thereof, pursuant to Rule 31a-1
under the 1940 Act (the "Rule"):
(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of
cash and all other debits and credits, as required by subsection (b)(1)
of the Rule;
(ii) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by
subsection (b)(2) of the Rule (but not including the ledgers required
by subsection (b)(2)(iv) of the Rule);
(iii) A record of each brokerage order given by or on behalf of the
Trust for, or in connection with, the purchase or sale of securities,
whether executed or not, and all other portfolio purchases or sales, as
required by subsections (b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which the Trust has any direct
or indirect interest or which the Trust has granted or guaranteed and a
record of any contractual commitments to purchase, sell, receive or
deliver any property, as required by subsection (b)(7) of the Rule;
(v) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule; and
(vi) Other records required by the Rule or any successor rule or
pursuant to interpretations thereof to be kept by open-end management
investment companies, but limited to those provisions of the Rule
applicable to portfolio transactions and as agreed upon between the
parties hereto.
(c) The books and records prepared and maintained pursuant to Section 2(b)
shall be prepared and maintained in such form, for such periods and in such
locations as may be required by the 1940 Act. The books and records pertaining
to the Trust that are in possession of Forum shall be the property of the Trust.
The Trust, the Administrator, or the Trust's or the Administrator's authorized
representatives, shall have access to such books and records at all times during
Forum's normal business hours. Upon the reasonable request of the Trust or the
Administrator, copies of any such books and records shall be provided promptly
by Forum to the Trust or the Trust's authorized representatives at the Trust's
expense. In the event the Trust designates a successor that shall assume any of
Forum's obligations hereunder, Forum shall, at the expense and direction of the
Trust, transfer to such successor all relevant books, records and other data
established or maintained by Forum under this Agreement.
(d) Forum shall provide the Trust and, subject to agreement to be bound by
this subsection, the Administrator and any other service provider to the Trust
specified by the Trust, upon request, read only access to a fund accounting
database file containing books, records, and information maintained in
electronic format by Forum for the Trust pursuant to this Agreement. The
database, which will be updated as of the latest close of business, will be
placed in a directory on Forum's network so as to be retrievable by the Trust or
Administrator. The database will include, with respect to a Fund, trial balance
data, daily portfolios, portfolio history, and statistical data from the date
Forum first became or becomes the Fund's fund accountant, in a format structured
to ensure reasonable and efficient use. The Trust acknowledges that the
databases, computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals maintained by Forum on databases under the
control and ownership of Forum or a third party hired by Forum constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to Forum or the third party. The
Trust agrees to treat all Proprietary Information as proprietary to Forum and
further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided under this Agreement.
(e) Forum shall implement the accounting practices and procedures approved
by the Board as soon as practical following receipt of written notice thereof,
subject to Section 2(a)(xix).
(f) Forum shall obtain a report from a reputable certified public
accountant firm on the processing of fund accounting transactions by Forum in
accordance with Statement of Auditing Standards 70 (issued by the Auditing
Standards Board of the American Institute of Certified Public Accountants).
Forum shall obtain such a report as of a date no later than June 30, 2000 and
shall supply a copy of the report to the Trust and the Administrator by
September 30, 2000. Forum shall obtain annual updates to such report and shall
remedy any material weakness identified in the report within 90 days of the
issuance of the report.
(g) Nothing contained herein shall be construed to require Forum to perform
any service that could cause Forum to be deemed an investment adviser for
purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended, or
that could cause a Fund to act in contravention of the Fund's Prospectus or any
provision of the 1940 Act. Except as otherwise specifically provided herein, the
Trust assumes all responsibility for ensuring that the Trust complies with all
applicable requirements of the Securities Act, the 1940 Act and any laws, rules
and regulations of governmental authorities with jurisdiction over the Trust.
All references to any law in this Agreement shall be deemed to include reference
to the applicable rules and regulations promulgated under authority of the law
and all official interpretations of such law or rules or regulations.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Forum shall be under no duty to take any action except as specifically
set forth herein or as may be specifically agreed to by Forum in writing. Forum
shall use its best judgment and efforts in rendering the services described in
this Agreement. Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or negligence in the
performance or disregard of Forum's duties or obligations under this Agreement;
provided, however, that with respect to any activity outside of normal
processing Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or gross negligence
in the performance or disregard of Forum's duties or obligations under this
Agreement. An activity related to the processing of data shall be deemed to be
outside of normal processing if Forum is willing and able to accept the data
(from whatever source) electronically and, after Forum has given the Trust 90
days' notice of such ability, the data is not transmitted to Forum in an
electronic format that may be manipulated and that contains sufficient imbedded
detail to define each piece of data; provided, however, that such notice shall
not be required with respect to (i) portfolio investment purchases and sales and
rate changes, (ii) custody account activity and positions, (iii) capital
transactions, (iv) broker quotes and non-proprietary fund prices and factors.
(b) The Trust agrees to indemnify and hold harmless Forum, its employees,
agents, directors, officers and managers and any person who controls Forum
within the meaning of section 15 of the Securities Act or section 20 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Forum
Indemnitees"), against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses of every nature and character arising out of or in any way
related to Forum's actions taken or failures to act with respect to a Fund that
are consistent with the standard of care set forth in Section 3(a) or based, if
applicable, on good faith reliance upon an item described in Section 3(d) (a
"Forum Claim"). The Trust shall not be required to indemnify any Forum
Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee,
Forum or the Forum Indemnitee does not give the Trust written notice of and
reasonable opportunity to defend against the Forum Claim in its own name or in
the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its employees,
agents, directors, officers and managers and any person who controls the Trust
within the meaning of section 15 of the Securities Act or section 20 of the 1934
Act ("Trust Indemnitees"), against and from any and all claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character arising
out of or in any way related to (i) Forum's actions taken or failures to act
with respect to a Fund that are not consistent with the standard of care set
forth in Section 3(a) or based, if applicable, on good faith reliance upon an
item described in Section 3(d), or (ii) any breach of Forum's representation set
forth in Section 13 (a "Trust Claim"). Forum shall not be required to indemnify
any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust
Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice
of and reasonable opportunity to defend against the Trust Claim in its own name
or in the name of the Trust Indemnitee.
(d) A Forum Indemnitee shall not be liable for any action taken or failure
to act in good faith reliance upon:
(i) the advice of the Trust or of reputable counsel to the Trust,
or the advice of in-house counsel of the Administrator or its affiliates;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by a person or persons
authorized in a writing delivered to Forum by the Board or by the
Administrator to give such oral instruction. Provided that Forum has
such reasonable belief, Forum shall have no duty or obligation to make
any inquiry or effort of certification of such oral instruction;
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers to
the Trust or their systems, including the errors of pricing services (other than
to pursue all reasonable claims against the pricing service based on the pricing
services' standard contracts entered into by Forum) and errors in information
provided by an investment adviser (including prices and pricing formulas and the
untimely transmission of trade information), custodian or transfer agent to the
Trust.
(f) Forum shall reimburse each applicable Fund for any net losses to the
Fund during each NAV Error Period resulting from an NAV Difference that is at
least $0.01 per Fund share but that, as a percentage of Recalculated NAV of such
Fund, is less than 1/2 of 1%. Forum shall reimburse the Fund on its own behalf
and on behalf of each Fund shareholder for any losses experienced by the Fund or
any Fund shareholder, as applicable, during each NAV Error Period resulting from
an NAV Difference that is at least $0.01 per Fund share and that, as a
percentage of Recalculated NAV of such Fund, is at least 1/2 of 1%; provided,
however, that Forum shall not be responsible for reimbursing any Fund with
respect to any shareholder that experiences an aggregate loss during any NAV
Error Period of less than $10.
(g) For purposes of this Agreement, (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or redemption should
have been effected ("Recalculated NAV") and the NAV at which the purchase or
redemption is effected, (ii) NAV Error Period shall mean any Fund business day
or series of two or more consecutive Fund business days during which an NAV
Difference of $0.01 per Fund share or more exists, (iii) NAV Differences and any
Forum liability therefrom are to be calculated each time a Fund's (or Class's)
NAV is calculated, (iv) in calculating any amount for which Forum would
otherwise be liable under this Agreement for a particular NAV error, Fund (or
Class) losses and gains shall be netted and (v) in calculating any amount for
which Forum would otherwise be liable under this Agreement for a particular NAV
error that continues for a period covering more than one NAV determination, Fund
(or Class) losses and gains for the period shall be netted.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Forum pursuant to this
Agreement, the Trust shall pay Forum, with respect to each Fund, the fees set
forth in Clause (i) of Appendix C hereto.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in clause (i) of Appendix C hereto shall be
payable monthly on the first Fund business day of each calendar month for
services to be performed during that month. If fees payable for the services
listed in clause (i) begin to accrue in the middle of a month or if this
Agreement terminates before the end of any month, all fees for the period from
the date on which such accrual begins to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion that the period bears to the full month in
which the commencement or termination occurs. Upon the termination of this
Agreement with respect to a Fund, the Trust shall pay to Forum such compensation
as shall be payable prior to the effective date of termination.
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in clause (ii) of Appendix C hereto. Reimbursements shall be
payable as incurred. In addition, the Trust, on behalf of the applicable Fund,
shall reimburse Forum for all reasonably incurred expenses and employee time (at
150% of salary) attributable to any review of the Trust's accounts and records
by the Trust's independent accountants or any regulatory body outside of routine
and normal periodic reviews. Should the Trust exercise its right to terminate
this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse
Forum for all reasonably incurred out-of-pocket expenses and employee time (at
150% of salary) associated with the copying and movement of records and material
to any successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities.
(c) Forum may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of counsel to the Trust or
counsel to Forum; provided, however, that Forum shall in all cases first
reasonably attempt to apply to and obtain the advice and opinion of in-house
counsel to the Administrator. In the event that Forum is unable to contact
in-house counsel to the Administrator, it shall nonetheless inform a Vice
President or more senior person at the Administrator of the matters for which it
intends to seek advice and opinion. The costs of any such advice or opinion
shall be borne by the Trust.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or
Class on the later of October 1, 1999 or the date of the commencement of
operations of the Fund or Class. Upon effectiveness of this Agreement, it shall
supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as any such agreement may have been deemed to
relate to the Funds.
(b) This Agreement shall continue in effect with respect to each Fund until
December 31, 2002 (the "Initial Term") and shall continue in effect thereafter
for successive one year periods unless earlier terminated in accordance with
this Section or until the Fund ceases operations.
(c) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board or Forum at any time without notice if:
(i) the other party breaches any material provision of this Agreement,
the terminating party has provided written notice of such breach to the
breaching party and the breaching party has not cured the breach within
30 days of receipt of such notice; provided that such termination
rights may not be exercised more than 30 days after the breaching party
has cured the breach;
(ii) the other party becomes the subject of any federal or state
bankruptcy proceeding that is not dismissed within 60 days after the
initiation of such proceeding; provided that such termination shall not
occur more than 60 days after the dismissal of such proceeding; or
(iii) the other party (or in the case of Forum, the Administrator) is
convicted of corporate criminal activity.
(d) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board at any time with 180 days' notice prior
to the expiration of the Initial Term if Forum fails to meet or exceed its
Service Standard Percentage:
(i) in any four consecutive months; or
(ii) in any six months during any consecutive period of twelve
months.
The Service Standard Percentage and whether Forum met or exceeded it shall be
calculated each month. Forum shall meet or exceed the Service Standard
Percentage for a given month if Forum meets or exceeds at least 3 (three) of the
5 (five) Service Standard criteria listed in Appendix B. For these purposes,
each of the Service Standard criteria shall be measured on an aggregate basis
for all Funds combined with all "Funds" that are included as "Funds" in a Fund
Accounting Agreement between Forum and Wells Fargo Variable Trust or between
Forum and Wells Fargo Core Trust, if any (to the extent that the comparable
Service Standard criteria exist for such other Funds).
The Trust may change this standard and require that Forum shall meet or
exceed the Service Standard Percentage for a given month if Forum meets or
exceeds at least 4 (four) of the 5 (five) Service Standard criteria listed in
Appendix B. Such change may only be made with respect to the month of April 2001
and all months thereafter and only upon 60 days' notice to Forum.
Notwithstanding anything to the contrary, Forum shall use its best efforts to
satisfy all Service Standard criteria and score at least 99.8 each month on each
Service Standard criteria.
Nothing in this subsection (d) shall in any way diminish the Trust's right
to terminate this Agreement in the event of a breach of a material provision of
this Agreement by Forum pursuant to Section 5(c).
(e) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board at any time after the date that is 180
days prior to the expiration of the Initial Term on 180 days' written notice to
Forum.
(f) Notwithstanding Section 5(b), this Agreement may be terminated
by Forum at any time on 180 days' written notice to the Trust.
(g) Notwithstanding Section 5(b), this Agreement may be terminated with
respect to any or all Funds by the Board at any time if Wells Fargo & Company
directly or indirectly acquires, is acquired by, merges, consolidates or
otherwise reorganizes with (a "Reorganization") any company and immediately
thereafter (i) Wells Fargo & Company or its successor controls or is under
common control with any company that provides in the normal course of business
the services listed in Section 2, whether generally to the mutual fund industry
or only to mutual funds advised or sponsored by its affiliates or (ii) Wells
Fargo & Company or an affiliate of it advises a family of mutual funds for which
the services listed in Section 2 are performed by a company not affiliated with
Wells Fargo & Company. Such termination may be made at any time after the
occurrence of the event described in the preceding sentence by the Board on 90
days' written notice to Forum. In the event that the Trust elects to terminate
this Agreement pursuant to clause (i) of this subsection with respect to a Fund,
the Trust shall pay Forum twelve (the "multiplier") times the greater of (x) the
monthly average fees due to Forum under this Agreement during the last three
whole months prior to the Reorganization and (y) the monthly average fees paid
to Forum during the last three whole months prior to delivery of the notice of
termination ("Termination Fee"). The multiplier will be reduced one-twelfth for
each three full calendar month period after December 31, 1999 that expires prior
to the Reorganization; provided, however, that the multiplier shall be at least
four. If notice of termination under this subsection is given on or before March
31, 2000 with respect to a Fund the Termination Fee shall be $6,400,000 divided
by the sum of the number of Funds plus the number of "Funds" as that term is
defined in the Fund Accounting Agreement for Wells Fargo Variable Trust and
Wells Fargo Core Trust. In the event that the Trust elects to terminate this
Agreement pursuant to clause (ii) of this subsection with respect to a Fund, the
Trust shall pay Forum one and one-half times the Termination Fee as calculated
above.
(h) Any termination in accordance with Sections 5(c) through 5(g) shall be
without penalty.
(i) The provisions of Sections 2(c), 3, 4, 5(i), 5(j), 7, 8, 9(b), 12, 13
and 14 shall survive any termination of this Agreement.
(j) This Agreement and the rights and duties under this Agreement may not
be assigned by either Forum or the Trust except by the specific written consent
of the other party . Notwithstanding anything in this Agreement to the contrary,
the transfer of ownership of all or part the equity interests in Forum to
Forum's management staff or the heirs of John Keffer shall not be deemed to be
an assignment. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
SECTION 6. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or
one or more classes of Shares after the effectiveness of this Agreement, such
series of Shares or classes of Shares, as the case may be, shall become Funds
and Classes under this Agreement if the Trust and Forum shall so agree.
SECTION 7. CONFIDENTIALITY
Forum agrees to treat all records and other information related to the
Trust as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
Forum is advised by reputable counsel that it may be exposed to civil or
criminal contempt proceedings for failure to release the information (provided,
however, that Forum shall seek the approval of the Trust as promptly as possible
so as to enable the Trust to pursue such legal or other action as it may desire
to prevent the release of such information) or when so requested by the Trust.
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply; provided, however, that Forum
shall be responsible or liable for any failure or delay in performance of its
obligations under this Agreement due to the failure of Forum to have a
reasonable business continuity plan.
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust, 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, trust, firm, individual or association.
(b) Forum may subcontract any or all of its functions or responsibilities
pursuant to this Agreement to one or more affiliated persons who agree to comply
with the terms of this Agreement; provided, that any such subcontracting shall
not relieve Forum of its responsibilities hereunder. Forum shall be responsible
for the acts and omissions of any such person to the same extent as if Forum had
done such acts or made such omissions itself. Forum may pay those persons for
their services, but no such payment will increase Forum's compensation or
reimbursement of expenses from the Trust.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require Forum,
in any capacity under this Agreement, to perform any functions or duties on any
day other than a business day of the Trust or of a Fund. Functions or duties
normally scheduled to be performed on any day which is not a business day of the
Trust or of a Fund shall be performed on, and as of, the next business day,
unless otherwise required by law.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the trustees of the Trust or the shareholders of the Funds.
SECTION 13. YEAR 2000
Forum confirms that it has taken all reasonable business steps to ensure
that any system or software used in the operation of its business that is an any
way related to the services provided herein: (i) manages and manipulates data
involving all dates from the 20th and 21st centuries without functional or data
abnormality related to such dates; (ii) has user interfaces and data fields
formatted to distinguish between dates from the 20th and 21st centuries; and
(iii) represents all data to include indications of the millennium, century, and
decade, as well as the actual year.
SECTION 14. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement; provided, however,
that any damages suffered by the Trust by virtue of the loss by any Fund of its
status as a registered investment company under the 1940 Act shall in no
circumstances be treated as consequential damages for purposes of this
Agreement; provided, further, that the foregoing proviso shall not create any
implication that, in the absence of such proviso, consequential damages would
include any damages of the type or nature referred to therein.
(b) Except for Appendix A to add new Funds and Classes in accordance with
Section 6, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(g) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager of
Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through 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
FORUM ACCOUNTING SERVICES, LLC
By: /s/ Staceu E. Hong
------------------
Stacey E. Hong
Director
WELLS FARGO FUNDS TRUST
FUND ACCOUNTING AGREEMENT
Appendix A
Funds and Classes of the Trust
as of October 1, 1999
<TABLE>
<S> <C>
Funds Classes
100% Treasury Money Market Fund A, Service
Aggressive Balanced-Equity Fund Institutional
Asset Allocation Fund A, B, C, Institutional
Cash Investment Money Market Fund Service, Institutional
Colorado Tax-Free Fund A, B, Institutional
Disciplined Growth Fund Institutional
Diversified Bond Fund Institutional
Diversified Equity Fund A, B, C, Institutional
Diversified Small Cap Fund A, B, Institutional
Equity Income Fund A, B, C, Institutional
Government Money Market Fund A, Service
Growth Balanced Fund A, B, C, Institutional
Growth Equity Fund A, B, C, Institutional
Growth Fund A, B, Institutional
Income Fund A, B, Institutional
Income Plus Fund Institutional
Index Fund Institutional
Intermediate Government Income Fund A, B, C, Institutional
International Fund A, B, Institutional
Large Company Growth Fund A, B, C, Institutional
Limited Term Government Income Fund A, B, Institutional
Minnesota Intermediate Tax-Free Fund Institutional
Minnesota Tax-Free Fund A, B, Institutional
Moderate Balanced Fund Institutional
Money Market Fund A, B
National Limited Term Tax-Free Fund Institutional
National Tax-Free Fund A, B, C, Institutional
National Tax-Free Institutional Money Market Fund Service, Institutional
National Tax-Free Money Market Fund A
Prime Investment Money Market Fund Service
Small Cap Growth Fund A, B, C, Institutional
Small Cap Opportunities Fund A, B, Institutional
Small Cap Value Fund A, B, Institutional
Small Company Growth Fund Institutional
Funds Classes
Stable Income Fund A, B, Institutional
Treasury Plus Institutional Money Market Fund Service, Institutional
Treasury Plus Money Market Fund A
WealthBuilder II Growth & Income Portfolio C
WealthBuilder II Growth Balanced Portfolio C
WealthBuilder II Growth Portfolio C
To be effective as of 1/17/00
Arizona Tax-Free Fund A, B, Institutional
California Tax-Free Fund A, B, C, Institutional
California Tax-Free Income Fund A, Institutional
Corporate Bond Fund A, B, C
Income Plus Fund A, B, C
Oregon Tax-Free Fund A, B, Institutional
Variable Rate Government Fund A
To be effective as of 2/14/00
Index Allocation Fund A, B, C
To be effective as of 3/20/00
California Tax-Free Money Market Fund A, Service
California Tax-Free Money Market Trust
Equity Index Fund A, B, O
Equity Value Fund A, B, C, Institutional
International Equity Fund A, B, C, Institutional
Money Market Trust
National Tax-Free Money Market Trust
Overland Express Sweep Fund
To be effective as of 8/3/00
OTC Growth Fund O
To be effective as of 8/14/00
Minnesota Money Market Fund A
To be effective as of 9/11/00
Nebraska Tax-Free Fund Institutional
To be effective as of 9/18/00
Specialized Technology Fund A, B, C
To be effective as of 10/17/00
Mid Cap Growth Fund A, B
</TABLE>
WELLS FARGO FUNDS TRUST
FUND ACCOUNTING AGREEMENT
Appendix B
Service Standards
as of October 1, 1999
(i) Criteria 1: NAV Accuracy - Reporting to Transfer Agent
Number of Accurate NAVs Reported to the Transfer Agent divided by Total
Number of NAVs Required to Report to the Transfer Agent 99.6%
o "NAV" for this purpose is class net assets divided by total
class shares outstanding and includes dividend factors. An NAV
is accurate if, upon recalculation, the NAV Difference is less
than a full penny and, with respect to dividend factors, any
revision to previously reported data requires the Transfer
Agent to reprocess shareholder account data.
o Numerator and denominator include (i) NAVs affected by
"non-controllable information" and (ii) Gateway funds delayed
due to Core Portfolio accounting issues related to
non-controllable information.
o Each NAV error is treated as an NAV error only once (i.e., if
an error lasts more than one business day before it is
discovered, it is treated as one error and excluded from both
the numerator and denominator in the calculation after the
first day).
(ii) Criteria 2: NAV Accuracy - Reported to NASDAQ
Number of Accurate NAVs Reported to NASDAQ divided by
Number of Total NAVs Required to be Reported to NASDAQ................99.6%
o "NAV" for this purpose is class net assets divided by total
class shares outstanding and includes dividend factors. An NAV
is accurate if, upon recalculation, the NAV Difference is less
than a full penny and, with respect to dividend factors, any
revision to previously reported data requires the Transfer
Agent to reprocess shareholder account data.
o Numerator and denominator include (i) NAVs affected by
non-controllable information and (ii) Gateway funds delayed
due to Core Portfolio accounting issues related to
non-controllable information.
o Each NAV error is treated as an NAV error only once (i.e., if
an error lasts more than one business day before it is
discovered, it is treated as one error and excluded from both
the numerator and denominator in the calculation after the
first day).
(iii) Criteria 3: NAV Timeliness to Transfer Agent
Number of NAV transmissions to Transfer Agent by designated time divided by
Required Number of NAV transmissions 99.6%
o "NAV" for this purpose is class net assets divided by class total shares
outstanding.
o Designated time is 7:00 p.m., ET.
o Numerator and denominator include (i) NAVs affected by
non-controllable information and (ii) Gateway funds delayed
due to accounting issues related to Core Portfolio
non-controllable information.
(iv) Criteria 4: Cash Availability Reporting
Accurate and Timely Cash Availability Reports ("CAR") to Investment
Adviser divided by Number of Funds Requiring Cash Availability
Reporting 99.6%
o Timely CAR means (i) notwithstanding any other clause to the contrary,
with respect to any Fund or Core Portfolio participating in a "consolidated
repurchase agreement," two hours and fifteen minutes after receipt of final
transfer agency capital transaction reporting to Forum with respect to Wells
Fargo Core Trust and the Trust (or their respective predecessor mutual funds) or
one hour after receipt of final transfer agency capital transaction reporting to
Forum with respect to Wells Fargo Variable Trust; (ii) with respect to a
stand-alone fund with a single investment adviser, within one half hour of
receipt of final transfer agency capital transaction reporting; (iii) with
respect to a stand-alone fund with more than one investment adviser, within two
hours of receipt of final transfer agency capital transaction reporting; (iv)
with respect to a non-money market Core Portfolio, within one hour after receipt
of final transfer agency capital transaction reporting; and (v) with respect to
a money market Gateway fund, or Core Portfolio with no more than three
relationships, within one half hour after receipt of final transfer agency
capital transactions reporting.
o Accurate CAR means any CAR wherein the difference between the CAR that
should have been reported and the CAR that was reported divided by the CAR that
should have been reported is greater than 1/2 of 1%.
o Numerator and denominator include (i) funds affected by non-controllable
information and (ii) and Core Portfolios delayed due to Gateway fund accounting
issues related to non-controllable information.
(v) Criteria 5: Monthly Reporting Proof Package Timeliness
Funds for Which Monthly Proofs are Completed by the 15th Calendar Day
of the Month Divided by Number of Funds............................95%
o Monthly proof means balance sheet review and monthly portfolio reconciliation.
o Numerator and denominator include (i) funds affected by
non-controllable information and (ii) Gateway funds affected
by Core Portfolio non-controllable information.
(vi) General Definitions
(A) "Transfer Agent" means Boston Financial Data Services,
Inc. and does not include other persons to which Forum
communicates fund information.
(B) The numerator and denominator are calculated daily and the
quotient is reported on a cumulative monthly and rolling
twelve month basis.
(C) Denominator includes those NAVs for classes of shares that
have direct shareholder investment for standards (i), (ii) and
(iii).
(D) "Non-controllable information" includes the following events:
(I) With Respect to Investment Adviser Reporting for
Funds Whose NAV is Calculated as of the Close of the
NYSE (currently, 4:00 p.m., ET):
o "Confirmed future trades" (portfolio investment
purchases and sales with future dated settlement)
that are not received by Forum prior to 11:00 a.m.,
ET (2:30 p.m. ET for IPOs, repurchase agreements and
trade corrections (cancellations or changes to
previously reported trade details)), on trade date
plus one business day.
o Security identifiers for purchases of securities
not held by the Fund that are not received by Forum
prior to 8:00 p.m., ET, on trade date.
o Post cash availability reporting, i.e., "Confirmed
same day trades" (portfolio investment purchases and
sales settling on trade date), that are not received
by Forum prior to 1:00 p.m., ET, on trade date.
o "Trades Control" sheets (indicating the number of
confirmed trades accompanying the confirmed future
trades) that are not received by Forum prior to 10:00
a.m., ET, on trade date plus one business day.
o "Trades Control" sheets (including the number of
confirmed same day trades) that are not received by
Forum prior to 1:00 p.m. ET, on trade date.
o "Trades Control" sheets (indicating the number IPOs,
and trade corrections) that are not received by Forum
prior to 2:30 p.m., ET, on trade date.
o Confirmed future trades and confirmed same day trades
information that is not complete or does not include
all necessary information to enable Forum to properly
identify, record, and account for the security.
Required trade ticket information includes, as
applicable: buy, sell, trade date, settlement date,
broker, CUSIP/sedol, ticker, issuer name, face rate,
rate change date, coupon date, credit ratings,
shares/face, price, factor, cost, detail of fees and
commission, and net proceeds.
o Note: Each time requirement with respect to a Fund in
this section (vi)(D)(I) shall be advanced by an
amount equal to the time that day that Forum is late
in reporting cash available or other portfolio
related data.
(II) With respect to Investment Adviser Reporting for
Money Market Funds:
o Confirmed future trades and same day trades that are
not received by Forum prior to one and a half hours
after shareholder trading cutoff.
o "Trades Control" (indicating the number of future and
same day confirmed trades) that are not received by
Forum prior to one and a half hours after shareholder
trading cutoff.
o Confirmed future trades and same day trade
information that is not complete or does not include
all necessary information to enable Forum to properly
identify, record, and account for the security.
Required trade ticket information includes as
applicable: buy, sell, trade date, settlement date,
broker, CUSIP/sedol, ticker, issuer name, face rate,
rate change date, coupon date, credit ratings,
shares/face, price, factor, cost, detail of fees and
commission, and net proceeds.
o Note: Each time requirement with respect to a Fund in
this section (vi)(D)(II) shall be advanced by an
amount equal to the time that day that Forum is late
in reporting cash available or other portfolio
related data.
(III) With Respect to Transfer Agent/Shareholder Servicing
Reporting
o Capital transaction reporting not received timely by Forum including:
o Capital transactions reporting "supersheets" and principal gain loss reporting
files not received by Forum prior to 7:00 a.m. ET. o Capital transaction
reporting "WTA" not received by Forum prior to 9:00 a.m. ET (9:10 a.m. ET for
dates before January 1, 2000). o Capital transaction reporting "estimates" not
received by Forum prior to 9:00 a.m. ET (9:10 a.m. ET for dates before January
1, 2000).
o Capital transactions reporting not received by Forum
due to a failure of "Connect Direct" hardware,
software, and related technical support.
o Capital transaction reporting that requires
interpretation due to the use of transaction codes
not originally agreed upon and provided by Transfer
Agent in advance of transactions reported by Transfer
Agent to the fund.
o Revision to any class information previously reported
by agreed upon deadlines, including "supersheet,"
"estimates," "principal gains and losses," or any
other information that fund accounting would rely on
to record capital transactions.
o Transfer Agency does not respond to Forum inquiries regarding suspect data
within thirty minutes of Forum's inquiry. o For Funds for which Forum reports a
second daily dividend factor after additional shareholder trades are reported to
Forum, any time Forum cannot use the first factor for that day.
(IV) With Respect to Custody Reporting & Clearing of Items
o Custody reporting of fund cash availability that is not received by Forum
prior to 7:00, a.m., ET.
o Custody not resolving Forum inquires at least 1/2 hour prior to the
calculation of the next business day's cash availability. o Custody not
communicating corporate actions at least one day prior to ex-date.
(V) With Respect to Independent Valuation Services
o Security valuations (including those of the Core Portfolios) not received
by Forum prior to 4:45 p.m., ET.
o Corporate action information not disseminated
accurately or that is not received by Forum at least
one day prior to ex-dividend date.
(VI) With Respect to Fair Value Determinations
o For all securities subject to "Fair Value"
determinations, broker quotes or similar pricing
information not received by Forum prior to 4:00 p.m.,
ET.
(VII) With Respect to Revisions
o Revisions to any information reported by the Transfer
Agent, investment advisers, custodians, and
independent valuation services or brokers not
received in writing.
o Revisions for which there are no clearly defined
escalation procedures provided by fund management in
working with Transfer Agent, investment advisers,
non-proprietary fund service providers, custodians,
and mutual fund or bank operating areas.
(VIII) With Respect to NAV Timelines Reporting to Transfer
Agent
o Transfer Agent requirements for receiving all NAV
reporting in a consolidated file, when information is
available and could be communicated prior to the 7:00
p.m. ET deadline.
(IX) With Respect to Cash Availability Reporting
o Funds participating in asset allocation and
consolidated repurchase agreements whose reporting
are delayed due to non-controllable events described
herein attributable to interdependencies or other
funds participating in the asset allocation and
consolidated repurchase agreement process.
WELLS FARGO FUNDS TRUST
FUND ACCOUNTING AGREEMENT
Appendix C
Fees and Expenses
as of October 1, 1999
<TABLE>
<S> <C>
(i) Fees
(A) Per Fund Fees
(i) Fee per Fund...................................................... $5,000/month
Fee per Fund not listed on Appendix A as of
October 1, 1999
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
October 1, 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.
EX-99.B(h)(3)
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of November 8, 1999, by and between WELLS FARGO FUNDS TRUST, a
Delaware business trust, having its principal office and place of business at
111 Center Street, Little Rock, Arkansas 72201 (the "Fund"), and BOSTON
FINANCIAL DATA SERVICES, INC. a Massachusetts corporation having its principal
office and place of business 1250 Hancock Street, Quincy, Massachusetts 02169
(the "Transfer Agent")
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in series, such series shall
be named in the attached Schedule A which may be amended by the parties from
time to time (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Section 18, being herein referred to as a "Portfolio," and collectively as the
"Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. Subject to the terms and conditions
set forth in this Agreement, the Fund, on behalf of the
Portfolios, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as, transfer
agent for the Fund's issued and outstanding shares of
beneficial interest, ("Shares"), and as dividend disbursing
agent, custodian of certain retirement plans and agent in
connection with any accumulation, open-account or similar plan
provided to the shareholders of each of the respective
Portfolios of the Funds ("Shareholders") and set out in the
currently effective prospectus and statement of additional
information ("Prospectus") of the Fund on behalf of the
applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program. In
accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Transfer Agent, the Transfer
Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of the Fund authorized pursuant to the Fund's
Declaration of Trust (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption directions and
deliver the appropriate documentation thereof to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c)
above, the Transfer Agent shall execute transactions directly
with broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over
or cause to be paid over in the appropriate manner such monies
as instructed by the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon receipt of
appropriate instructions;
(g) Prepare and transmit payments (or credit the appropriate
shareholder account) for dividends and distributions declared
by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the
Transfer Agent of indemnification satisfactory to the Transfer
Agent and protecting the Transfer Agent and the Fund, and the
Transfer Agent at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and its Shareholders as
to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain
pursuant to Regulation 17Ad-10(e) of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") a record of the
total number of Shares of the Fund which are issued and
outstanding. The Transfer Agent shall also provide the Fund on
a daily basis with the total number of Shares which are issued
and outstanding and shall have no other obligations with
respect to this item.
1.2 Additional Services. In addition to, and neither in lieu nor
in contravention of, the services set forth in the above paragraph, the Transfer
Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in connection
with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists,
Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder account
information.
(b) Control Book (also known as "Super Sheet"). Maintain a daily
record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Fund for
each business day to the Fund no later than 9:00 AM Eastern
Time, or such earlier time as the Fund may reasonably require
on the next business day.
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the
Transfer Agent in writing those transactions and assets to be
treated as exempt from blue sky reporting for each State; and
(ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of the
Transfer Agent for the Fund's blue sky State registration
status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and
providing a system which will enable the Fund to monitor the
total number of Shares sold in each State.
(d) National Securities Clearing Corporation (the "NSCC"). (i)
accept and effectuate the registration and maintenance of
accounts through Networking and the purchase, redemption,
transfer and exchange of shares in such accounts through
Fund/SERV (Networking and Fund/SERV being programs operated by
the NSCC on behalf of NSCC's participants, including the
Fund), in accordance with, instructions transmitted to and
received by the Transfer Agent by transmission from NSCC on
behalf of broker-dealers and banks which have been established
by, or in accordance with the instruction of authorized
persons, as hereinafter defined on the dealer file maintained
by the Transfer Agent; (ii) issue instructions to Fund's banks
for the settlement of transactions between the Fund and NSCC
(acting on behalf of its broker dealer and bank participants);
(iii) provide account and transaction information from the
affected Fund's records on DST Systems, Inc. computer system
TA2000 ("TA2000 System") in accordance with NSCC's Networking
and Fund/SERV rules for those broker-dealers; and (iv)
maintain Shareholder accounts on TA2000 System through
Networking.
(e) New Procedures. New procedures as to who shall provide certain
of these services in Section 1 may be established in writing
from time to time by agreement between the Fund and the
Transfer Agent. The Transfer Agent may at times perform only a
portion of these services and the Fund or its agent may
perform these services on the Fund's behalf.
(f) Conversion Services. Upon completion of the contemplated
mutual fund reorganizations involving the Stagecoach Funds,
Inc. ("SFI"), Stagecoach Trust ("SCT") and Norwest Advantage
Funds ("NAF"), Transfer Agent shall convert and merge the
account information for SFI, SCT and NAF into one platform.
2. Third Party Administrators for Defined Contribution Plans
2.1 The Fund may decide to make available to certain of its
customers, a qualified plan program (the "Program") pursuant
to which the customers ("Employers") may adopt certain plans
of deferred compensation ("Plan or Plans") for the benefit of
the individual Plan participant (the "Plan Participant"), such
Plan(s) being qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and administered by
third party administrators which may be plan administrators as
defined in the Employee Retirement Income Security Act of
1974, as amended) (the "TPA(s)").
2.2 In accordance with the procedures established in the initial
Schedule 2.2 entitled "Third Party Administrator Procedures,"
as may be amended by the Transfer Agent and the Fund from time
to time ("Schedule 2.2"), the Transfer Agent shall:
(a) Treat and maintain accounts established by the Plans in the name of the
Trustees, Plans or TPA as omnibus accounts; and
(b) Perform all services under Section 1 as transfer agent of the Funds and not
as a record-keeper for the Plans.
2.3 Transactions identified under Section 2.3 of this Agreement
shall be deemed exception services ("Exception Services") when
such transactions require the Transfer Agent to use methods
and procedures other than those usually employed by the
Transfer Agent to perform services under Section 1 according
to the Fund's prospectus, or under Section 2.2 of this
Agreement.
3. Fees and Expenses
3.1 Fee Schedule. For the performance by the Transfer Agent
pursuant to this Agreement, the Fund agrees to pay the
Transfer Agent the fees set forth in the attached fee schedule
("Schedule 3.1"). Such fees and the out-of-pocket expenses and
advances identified under Section 3.2 below may be changed
from time to time subject to mutual written agreement between
the Fund and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under
Section 3.1 above, the Fund agrees to reimburse the Transfer
Agent for out-of-pocket expenses at cost, including but not
limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, records storage, or advances incurred
by the Transfer Agent for the items set out in Schedule 3.1
attached hereto. In addition, any other expenses incurred by
the Transfer Agent at the request or with the consent of the
Fund, will be reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall
be advanced to the Transfer Agent by the Fund at least seven
(7) days prior to the mailing date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective billing notice, except for any fees or expenses
which are subject to good faith dispute. In the event of such
a dispute, the Fund may only withhold that portion of the fee
or expense subject to the good faith dispute. The Fund shall
notify the Transfer Agent in writing within ninety (90)
calendar days following the receipt of each billing notice if
the Fund is disputing in good faith any amounts already paid.
3.5 Fee Increases. Prices will be increased annually during the
initial three (3) year term of the Agreement. The Transfer
Agent will increase the fees payable under this Agreement, on
an annual basis, by an amount not to exceed change in the CPI
Index. In no event, however, shall such cumulative increase be
greater than three percent (3%) over the fee charged during
the previous twelve (12) months. "CPI Index" shall mean the
United States Bureau of Labor Statistics, Consumer Price Index
for All Urban Consumers (CPI-U), All U.S. Cities Average
(1982-1984=100) published by the Bureau of Labor Statistics of
the United States Department of Labor, or such successor index
(appropriately converted to an equivalent reference base) as
shall be published by the Bureau of Labor Statistics.
4. Millennium Date Change
4.1 Millennium Date Change. Transfer Agent will take all
commercially reasonable steps to ensure that its products (and
those of its third party providers) are Year 2000 Ready. For
purposes of this Agreement, "Year 2000 Ready" means that the
products will operate with dates in multiple centuries the
same way the products operate with dates in single centuries,
including, but not limited to, century recognition of dates
and calculations that correctly compute same century and
multi-century formulas and date values. If any changes are
required, the Transfer Agent will make changes to its computer
systems, including the computer systems provided by DST
Systems, Inc. ("DST Systems"), at a price to be agreed upon by
the parties and in a commercially reasonable time frame and
will require third party providers to do likewise; provided
however, if any such changes are required pursuant to Section
4 of this Agreement solely because of the DST Systems, the
Fund will not be required to pay a fee or out-of-pocket
expenses to the Transfer Agent for such changes. To the extent
that a change is necessary that will be charged to the Fund
and such change is not precipitated by a condition unique to
the Fund, the price and costs agreed upon will be based only
upon the Fund's pro rata share of such costs and fees spread
out over all of the Transfer Agent's affected customers. The
provisions of this Section 4 do not constitute a
certification, guarantee, warranty or indemnity with respect
to Year 2000 Ready Products, but do constitute covenants.
4.2 Year 2000 Project Plans. Transfer Agent agrees that it will
provide to the Funds, no later than the execution date of this
Agreement, a copy of the TA Y2K Report filed with the
Securities Exchange Commission and all required updates
thereto promptly. Transfer Agent agrees that it will cooperate
with Fund and its regulators, and the regulators of its
service providers, regarding the availability of the TA Y2K
Report filed with the Securities Exchange Commission and all
required updates.
5. Performance Standards
5.1 Establishing Bench Mark. On or before October 15, 1999 the
Transfer Agent and the Fund will determine a baseline for the
establishment of performance standards and agree upon service
fee adjustments as either a reward or risk to the Transfer
Agent based on the relationship of its performance to such
performance standards. Thereafter, such performance standards
and service fee adjustments will to be set forth in Schedule
5.1 of this Agreement.
5.2 Third Party Study. The parties shall retain, each contributing
equally to the expense, National Quality Review or another
firm to be chosen by the parties ("NQR" herein in any case) to
perform a study to determine a baseline of performance
standards to measure accuracy and timeliness of services. Such
study shall use, as a determining factor in establishing the
baseline, periodic Fund provided data which forecasts
predicted market and volume projections.
6. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
6.1 It is a Massachusetts corporation duly organized and existing
and in good standing under the laws of The Commonwealth
of Massachusetts.
6.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
6.3 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
6.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
6.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
6.6 It carries and will continue to carry general liability,
errors and omissions, fidelity bond and other policies, with
limits of not less than $5 million for aggregate general
liability, $20 million for errors and omissions and $80
million for fidelity bond and upon written request shall
provide certificates of liability insurance to the Fund.
7. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
7.1 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
7.2 It is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform this
Agreement.
7.3 All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
7.4 It is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as
amended.
7.5 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the
Fund being offered for sale.
8. Wire Transfer Operating Guidelines/ Articles 4A of the Uniform
Commercial Code
8.1 The Transfer Agent is authorized to promptly debit the
appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the
amount of money that the Transfer Agent has been instructed to
transfer. The Transfer Agent shall execute payment orders in
compliance with the Security Procedure and with the Funds'
instructions on the execution date provided that such payment
order is received by the customary deadline for processing
such a request, unless the payment order specifies a later
time. All payment orders and communications received after the
customary deadline will be deemed to have been received the
next business day.
8.2 The Fund acknowledges that the Security Procedure it has
designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The
Fund shall restrict access to confidential information
relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. The Fund must
notify the Transfer Agent immediately if it has reason to
believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized
personnel. The Transfer Agent shall verify the authenticity of
all Fund instructions according to the Security Procedure.
8.3 The Transfer Agent shall process all payment orders on the
basis of the account number contained in the payment order. In
the event of a discrepancy between any name indicated on the
payment order and the account number, the account number shall
take precedence and govern.
8.4 The Transfer Agent reserves the right to decline to process or
delay the processing of a payment order which (a) is in excess
of the collected balance in the account to be charged at the
time of the Transfer Agent's receipt of such payment order;
(b) if initiating such payment order would cause the Transfer
Agent, in the Transfer Agent's sole judgment, to exceed any
volume, aggregate dollar, network, time, credit or similar
limits which are applicable to the Transfer Agent; or (c) if
the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized. If the
Transfer Agent exercises its rights pursuant to Section 8.4 of
this Agreement the Transfer Agent shall notify the Funds by
confirmation pursuant to Section 8.9 of this Agreement.
8.5 The Transfer Agent shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received
in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the
Transfer Agent reasonable opportunity to act. However, the
Transfer Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
8.6 The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the
Transfer Agent complies with the payment order instructions as
received and the Transfer Agent complies with the Security
Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the
detection of errors in payment orders.
8.7 The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any
unauthorized payment order, unless the Transfer Agent is
notified of the unauthorized payment order within thirty (30)
days of notification by the Transfer Agent of the execution of
such payment order pursuant to Section 8.9 of this Agreement.
In no event (including failure to execute a payment order)
shall the Transfer Agent be liable for special, indirect or
consequential damages, even if advised of the possibility of
such damages.
8.8 When the Fund initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and the
rules of the National Automated Clearing House Association and
the New England Clearing House Association, the Transfer Agent
will act as an Originating Depository Financial Institution
and/or Receiving Depository Financial Institution, as the case
may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are
provisional until the Transfer Agent receives final settlement
for such entry from the Federal Reserve Bank. If the Transfer
Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount
credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
8.9 Confirmation of Transfer Agent's execution of payment orders
shall ordinarily be provided within twenty-four (24) hours
notice and may be delivered to the Fund through the Transfer
Agent's proprietary information systems, or by facsimile or
call-back. Fund must report any objections to the execution of
an order within thirty (30) days.
9. Data Access and Proprietary Information
9.1 The Fund acknowledges that the databases, computer programs,
screen formats, report formats (except such screen formats and
report formats as may be necessary to respond to Shareholder
problems or inquiries), interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer
Agent as part of the Fund's ability to access certain Fund
related data ("Customer Data") maintained by the Transfer
Agent on data bases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party.
In no sense shall Proprietary Information be deemed Customer
Data. The Fund agrees to treat all Proprietary Information as
proprietary to the Transfer Agent and further agrees that it
shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its
employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the location
agreed to between the Fund and the Transfer Agent and (iii)
solely in accordance with the Transfer Agent's applicable user
documentation;
(b) Refrain from copying or duplicating in any way (other than in
the normal course of performing, processing on the Fund's
computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from
the Transfer Agent's computer to the Fund's terminal to be
retransmitted to any other computer terminal or other device
except as expressly permitted by the Transfer Agent (such
permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer
Agent; and
(f) Honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of
the Transfer Agent in Proprietary Information at common law,
under federal copyright law and under other federal or state
law.
9.2 Proprietary Information shall not include all or any portion
of any of the foregoing items that: (i) are or become publicly
available without breach of this Agreement; (ii) are released
for general disclosure by a written release by the Transfer
Agent; or (iii) are already in the possession of the receiving
party at the time of receipt without obligation of
confidentiality or breach of this Agreement.
9.3 The Fund acknowledges that its obligation to protect the
Transfer Agent's Proprietary Information is essential to the
business interest of the Transfer Agent and that the
disclosure of such Proprietary Information in breach of this
Agreement would cause the Transfer Agent immediate,
substantial and irreparable harm, the value of which would be
extremely difficult to determine. Accordingly, the parties
agree that, in addition to any other remedies that may be
available in law, equity, or otherwise for the disclosure or
use of the Propriety Information in breach of this Agreement,
the Transfer Agent shall be entitled to seek and obtain a
temporary restraining order, injunctive relief, or other
equitable relief against the continuance of such breach.
9.4 If the Fund notifies the Transfer Agent that any of the Data
Access Services do not operate in material compliance with the
most recently issued user documentation for such services, the
Transfer Agent shall endeavor in a timely manner to correct
such failure. Organizations from which the Transfer Agent may
obtain certain data included in the Data Access Services are
solely responsible for the contents of such data and the Fund
agrees to make no claim against the Transfer Agent arising out
of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE
BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIM ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
9.5 If the transactions available to the Fund include the ability
to originate electronic instructions to the Transfer Agent in
order to: (i) effect the transfer or movement of cash or
Shares; or (ii) transmit Shareholder information or other
information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as
such instruction is undertaken in conformity with security
procedures established by the Transfer Agent from time to time
and communicated in writing to the Fund for its review prior
to their implementation.
9.6 Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Section 9. The
obligations of this Section shall survive any earlier
termination of this Agreement.
10. Indemnification
10.1 The Transfer Agent shall not be responsible for, and the Fund
shall indemnify and hold the Transfer Agent, and as respects
Section 10.1(e), State Street Bank and Trust Company (the
"Bank"), harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in good faith
and without negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence, or willful
misconduct which arise out of the breach of any representation
or warranty of the Fund hereunder;
(c) The reliance upon, and any subsequent use of or action taken
or omitted, by the Transfer Agent, or its agents or
subcontractors on: (i) any information, records, documents,
data, stock certificates or services which are received by the
Transfer Agent or its agents or subcontractors in conformity
with procedures established by the Transfer Agent by machine
readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the
Fund or any other person or firm on behalf of the Fund
including but not limited to any previous transfer agent or
registrar; (ii) any instructions or requests of the Fund or
any of its officers received in conformity with a procedure
established by the Transfer Agent from time to time and
communicated to the Fund in writing prior to implementation;
(iii) any paper or document, reasonably believed to be
genuine, authentic, or signed by the proper person or persons
that are received in conformity with a procedure established
by the Transfer Agent from time to time and communicated to
the Fund in writing prior to implementation; or (iv) any
instruction or opinions from qualified legal counsel (which
may be Fund counsel) with respect to any matter (e.g.,
distribution of Shareholder account pursuant to a divorce
decree) arising in connection with the Transfer Agent's
performance of services under this Agreement.
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or any state agency
with respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements required
by the National Securities Clearing Corporation (the "NSCC")
required by the NSCC for the transmission of Fund or
Shareholder data through the NSCC clearing systems.
10.2 The Fund shall not be responsible for, and the Transfer Agent
shall indemnify and hold the Fund harmless from and against,
any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any actions or failure of the Transfer Agent
to act as a result of the Transfer Agent's lack of good faith,
negligence or willful misconduct.
10.3 Upon the assertion of a claim for which the indemnifying party
(the "Indemnitor") may be required to indemnify the party
seeking indemnity (the "Indemnitee"), the Indemnitee shall
promptly notify the Indemnitor of such assertion, and shall
keep the Indemnitor advised with respect to all developments
concerning such claim. The Indemnitor shall have the option to
participate with the Indemnitee in the defense of such claim
or to defend against said claim in its own name or in the name
of the Indemnitee. The Indemnitee shall in no case confess any
claim or make any compromise in any case in which the
Indemnitor may be required to indemnify the Indemnitee except
with the Indemnitor 's prior written consent.
10.4 The parties agree that the Bank shall be a third-party
beneficiary to this Agreement with respect to the
indemnification provided in Section 10.1(e) herein.
11. Standard of Care
11.1 The Transfer Agent shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to
insure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors, including encoding
and payment processing errors, unless said errors are caused
by its negligence, bad faith, or willful misconduct or that of
its employees or agents, except as provided in Section 11.2
below. The parties agree that any encoding or payment
processing errors shall be governed by the above standard of
care and the Fund agrees as between the Fund and the Transfer
Agent that the standard of care created under Section 4-209 of
the Uniform Commercial Code is superseded by Section 11.1 of
this Agreement.
11.2 In the case of Exception Services as defined in Sections 2.3
herein, the Transfer Agent shall be held to a standard of
gross negligence.
12. Confidentiality
12.1 Transfer Agent Proprietary Information. Fund agrees and
acknowledges that it will be exposed to the Services and that,
as between Transfer Agent and the Fund, the Services contain
valuable trade secrets of Transfer Agent embodying substantial
creative efforts and confidential information, ideas and
expressions ("Transfer Agent Proprietary Information"). All
Transfer Agent Proprietary Information will remain the sole
property of Transfer Agent and Fund will have no interest in
or rights to such Transfer Agent Proprietary Information
except as expressly granted by this Agreement.
12.2 Fund Proprietary Information. Transfer Agent agrees and
acknowledges that it will be exposed to information concerning
the Fund and its Affiliates' business, products, proposed
products, shareholders and related information, including
without limitation, shareholder data, testing procedures and
pricing policies, along with the record-bearing media
containing such information, all of which constitute
confidential and proprietary information of the Fund ("Fund
Proprietary Information"). All Fund Proprietary Information
will remain the sole property of the Fund except the right to
use the same to carry out the Services set forth in this
Agreement.
12.3 The Transfer Agent and the Fund agree that they will not, at
any time during the term of this Agreement or after its
termination, reveal, divulge, or make known to any person,
firm, corporation or other business organization, any
Shareholder's lists, trade secrets, cost figures and
projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the
Transfer Agent or of the Fund, used or gained by the Transfer
Agent or the Fund during performance under this Agreement. The
Fund and the Transfer Agent further covenant and agree that
they will not, at any time during the term of this Agreement
or after its termination, use confidential information of the
other party in its own business, except as necessary to
perform the terms of this Agreement. The Fund and the Transfer
Agent further covenant and agree to retain all such knowledge
and information acquired during and after the term of this
Agreement respecting such lists, trade secrets, or any secret
or confidential information whatsoever in trust for the sole
benefit of the Transfer Agent or the Fund and their successors
and assigns. In the event of breach of the foregoing by either
party, the remedies provided by Section 9.3 shall be available
to the party whose confidential information is disclosed. The
above prohibition of disclosure shall not apply to the extent
that the Transfer Agent must disclose such data to its
sub-contractor or a Fund agent for purposes of providing
services under this Agreement.
12.4 In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than
request for records of Shareholders pursuant to standard
subpoenas from state or federal government authorities (i.e.,
divorce and criminal actions), the Transfer Agent will notify
the Fund and secure instructions from an authorized officer of
the Fund as to such inspection. The Transfer Agent expressly
reserves the right, however, to exhibit the Shareholder
records to any person whenever it is required by law or court
order.
13. Covenants of the Fund and the Transfer Agent
--------------------------------------------
13.1 The Fund shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of the
Transfer Agent and the execution and delivery of this
Agreement; and
(b) A copy of the Fund's Declaration of Trust and By-Laws and
all amendments thereto.
13.2 The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund
for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
13.3 The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may
deem advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are
the property of the Fund and will be preserved, maintained and
made available in accordance with such Section and Rules, and
will be surrendered promptly to the Fund on and in accordance
with its request.
14. Termination of Agreement
14.1 Term. The initial term of this Agreement (the "Initial Term")
shall be from November 8, 1999 to May 17, 2002 unless
terminated pursuant to the provisions of this Section. Unless
a terminating party gives written notice to the other party
ninety (90) days before the expiration of the Initial Term
this Agreement will renew automatically from year to year
("Renewal Term"). Ninety (90) days before the expiration of
the Initial Term or a Renewal Term the parties to this
Agreement will agree upon a Fee Schedule for the upcoming
Renewal Term.
14.2 Termination for Cause by Fund. The Fund may terminate this
Agreement for default as provided in Section 14.3 herein,
in the event that:
(a) Transfer Agent, its employees or affiliated agents becomes
unable to materially perform the services under this
Agreement, including material failure of its operational
capability for any reason other than the actions of the Fund,
third parties or as provided in Section 17.3 herein;
(b) Testing or a material operational failure of the DST
Systems due to a Year 2000 issue demonstrates that the DST
Systems are not Year 2000 Ready as defined in Section 4 of
this Agreement;
(c) During the Initial Term (i) the Transfer Agent fails to
meet the performance standards in Section 5 of this Agreement
for a period of seven (7) consecutive months (each month in
which performance standards are met, or before the seventh
(7th) consecutive month requires commencement of a new
consecutive month calculation for any subsequent failure to
meet performance standards) (ii) or if any time during such
term there are more than two instances in which a new
consecutive month calculation is commenced as a result of
performance standards being met in the seventh (7th) month; or
(d) The performance of the services by the Transfer Agent
becomes unlawful.
14.3 Default and Cure. If either of the parties to this Agreement
becomes in default in the performance of its duties or
obligations under this Agreement, and such default has a
material effect on the other party, then the non-defaulting
party may give notice to the defaulting party specifying the
nature of the default in sufficient detail to permit the
defaulting party to identify and cure the default within
thirty (30) days of receipt of such notice, or within longer
periods as the parties may agree is necessary for such cure.
If the defaulting party fails to cure such default within the
30-day cure period (or such other time as agreed to by the
parties), then the non-defaulting party may terminate this
Agreement immediately upon written notice to the defaulting
party. Such opportunity to cure shall include the Transfer
Agent taking commercially reasonable steps to make the DST
Systems Year 2000 Ready Products.
14.4 Immediate Termination.
(a) Either party may terminate this Agreement by written
notice to the other party, effective at any time specified
therein, in the event of bankruptcy, insolvency, dissolution
or liquidation proceedings of any nature are instituted by or
against the other party and such suit, conservatorship or
receivership is not discharged within thirty (30) days.
(b) The Fund may terminate this Agreement if the Transfer
Agent has discontinued all or a significant part of its
business operations.
(c) The Transfer Agent may terminate this Agreement if the
Fund has discontinued all or a significant part of its
business operations.
14.5 Costs When Fund Terminates. Should the Fund exercise its right
to terminate pursuant to either Sections 14.3 or 14.4 of this
Agreement, Transfer Agent agrees that all direct out-of-pocket
expenses or costs associated with the movement of records and
material will be borne by the Transfer Agent.
14.6 Costs When Transfer Agent Terminates or Term Ends. If the
Agreement terminates at the end of the term specified in
Section 14.1 of this Agreement, or the Transfer Agent
exercises its right to terminate pursuant to Sections 14.3 or
14.4 of this Agreement, all direct out-of-pocket expenses or
costs associated with the movement of records and material
will be borne by the Fund. The Transfer Agent will charge, and
the Fund will pay for any services provided by the Transfer
Agent in connection with the conversion to a successor
transfer agent. Payment of such expenses or costs shall be in
accordance with Section 3 of this Agreement.
14.7 Confidential Data. Upon termination of this Agreement, each
party shall return to the other party all copies of
confidential or proprietary materials or information received
from such other party hereunder, other than materials or
information required to be retained by such party under
applicable laws or regulations.
14.8 Termination of Telephone Servicing. Notwithstanding any other
provision of this Section 14, the Fund may at any time and for
any reason unilaterally elect to terminate the Transfer
Agent's service of accepting and responding to telephone
inquiries from Fund shareholders. If the Fund elects to so
terminate telephone servicing by the Transfer Agent, it shall
provide written notice of such action to the Transfer Agent at
least sixty (60) days prior to the effective date of such
action. Upon a termination of such telephone servicing
activities, the item entitled "Activity Based Fees --
Telephone Calls" on Schedule 3.1 shall become inapplicable to
this Agreement and shall be replaced with fees and charges
applicable to the servicing of remote client servicing groups,
as agreed upon from time to time by the parties in writing.
Nothing in this Subsection 14.8 shall apply to any telephone
servicing performed by the Transfer Agent under a separate
agreement or contract with the Fund or any other Wells Fargo
entity.
15. Assignment and Third Party Beneficiaries
15.1 Except as provided in Section 16.1, neither this Agreement nor
any rights or obligations hereunder may be assigned by either
party without the written consent of the other party. Any
attempt to do so in violation of this Section shall be void.
Unless specifically stated to the contrary in any written
consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under
this Agreement.
15.2 Except as explicitly stated elsewhere in this Agreement,
nothing under this Agreement shall be construed to give any
rights or benefits in this Agreement to anyone other than the
Transfer Agent and the Fund, and the duties and
responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent
and the Fund. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted
successors and assigns.
15.3 This Agreement does not constitute an agreement for a
partnership or joint venture between the Transfer Agent and
the Fund. Other than as provided in Section 16.1, neither
party shall make any commitment with third parties that are
binding on the other party without the other party's prior
written consent.
16. Subcontractors
16.1 The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with a
Transfer Agent subsidiary or affiliate duly registered as a
transfer agent; provided, however, that the Transfer Agent
shall be fully responsible to the Fund for the acts and
omissions of its subsidiary or affiliate as it is for its own
acts and omissions.
16.2 Except as provided in Section 16.4 , the Transfer Agent shall
be fully responsible to the Fund for the acts and omissions of
any subcontractor chosen by the Transfer Agent to provide any
of the services described in Sections 1.1, 1.2, or 2.2 of this
Agreement.
16.3 Transfer Agent agrees that, as a condition of subcontracting
with an affiliated party to provide Services under this
Agreement, it will require the such affiliated subcontractor
to comply with the following:
(a) the DST's Computer Systems, programs and software meet
the standards specified in Section 4 of this Agreement;
(b) the subcontractor, its employees and agents will agree to
abide by the limitations in Section 12.3 of this Agreement
concerning the disclosure and use of the Fund's Proprietary
Information.
16.4 Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the
actions or omissions to act of Airborne Services, Federal
Express, United Parcel Service, the U.S. Mails, the NSCC and
telecommunication companies or such similar third parties
providing similar services, provided, if the Transfer Agent
selected such company, the Transfer Agent shall have exercised
due care in selecting the same.
17. Miscellaneous
17.1 Amendment. This Agreement may be amended or modified by a
written agreement executed by both parties.
17.2 Massachusetts Law to Apply. This Agreement shall be construed
and the provisions thereof interpreted under and in
accordance with the laws of The Commonwealth of Massachusetts.
17.3 Force Majeure. In the event either party is unable to perform
its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable
for damages to the other for any damages resulting from such
failure to perform or otherwise from such cause.
(a) Exceptions for Certain Computer Failures. This section
shall not excuse the Transfer Agent's failure to perform based
upon computer equipment failure arising from the Transfer
Agent's failure to meet its obligations under Section 4 of
this Agreement.
(b) Exception Regarding Failure to Comply with Disaster
Recovery Plan. Transfer Agent represents that it has a
reasonable back-up and disaster recovery plan in place that
requires the Transfer Agent to maintain back-up files of the
Fund's data or records required to be maintained under the
Investment Company Act at another location other than the
Transfer Agent's principal place of business. This section
shall not excuse the Transfer Agent's failure to perform based
upon a loss of Fund data unless the Transfer Agent has
maintained back-up files of the Fund's data or records as
noted in Section 17.3 (b) of this Agreement.
17.4 Consequential Damages. Neither party to this Agreement shall
be liable to the other part for consequential damages
under any provision of this Agreement or for any consequential
damages arising out of any act or failure to act hereunder.
17.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall
survive the termination of this Agreement.
17.6 Severability. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the
validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired.
17.7 Priorities Clause. In the event of any conflict, discrepancy
or ambiguity between the terms and conditions contained in
this Agreement and any Schedules or attachments hereto, the
terms and conditions contained in this Agreement shall take
precedence.
17.8 Waiver. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant or
condition.
17.9 Merger of Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether
oral or written.
17.10 Counterparts. This Agreement may be executed by the parties
herein on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
17.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced
by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by
a party in the regular course of business, and that any
enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
17.12 Audit; Annual Financial Statements.
(a) Transfer Agent will cooperate in providing to Fund or its
auditors which shall be a national independent public
accounting firm, at Fund's expense (including time and
materials expense associated with Transfer Agent' staff
participation) any information reasonably requested by Fund or
Fund's auditors which is necessary or required for the
performance by Fund of any audit of the accounts or records of
Services performed by Transfer Agent pursuant to the terms and
conditions of this Agreement to the extent required by law. If
during the course of such audit, the Fund or its auditors
identify a control weakness that could adversely impact
Transfer Agent's ability to materially perform under the terms
and conditions of this Agreement, Fund shall promptly inform
Transfer Agent in writing of such control weakness. The
Transfer Agent shall have ten (10) business days to respond to
this written notice, and thirty (30) days to remedy the
weakness. The Transfer Agent reserves the right to cause its
independent public accounting firm that provided the most
recent Statement of Auditing Standards Number 70 ("SAS 70") to
confirm or refute to the parties any perceived control
weakness.
(b) Transfer Agent shall provide to Fund, upon request, copies
of its SAS 70 Report which has been certified by an external
accounting firm.
17.13 Notices. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first
class mail, postage prepaid, addressed as follows or to such
other address or addresses of which the respective party shall
have notified the other.
(a) If to Boston Financial Data Services, Inc., to:
Boston Financial Data Services, Inc.
1250 Hancock Street
Quincy, Massachusetts 02169
Attention: Legal Department
Facsimile: (617) 483-5850
(b) If to the Fund, to:
Stephens Inc.
111 Center Street
Little Rock, Arkansas 77201
Attention: Richard H. Blank, Jr.
Facsimile: (501) 377-2331 or
(501) 374-1324
18. Additional Funds
18.1 In the event that the Fund establishes one or more series of
Shares in addition to those listed in Schedule A with respect
to which it desires to have the Transfer Agent render services
as Transfer Agent under the terms hereof, it shall so notify
the Transfer Agent in writing, and if the Transfer Agent
agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their name and on their behalf by and through their duly authorized
officers, as of November 8, 1999.
WELLS FARGO FUNDS TRUST
By: /s/ Richard H. Blank, Jr.
-------------------------
Richard H. Blank, Jr.
Assistant Secretary
BOSTON FINANCIAL DATA SERVICES, INC
By: /s/ Lynda Kaplan
-------------------------
Lynda Kaplan
Division Vice President
SCHEDULE A
WELLS FARGO FUNDS TRUST
258. Aggressive Balanced-Equity Fund
259. Arizona Tax-Free Fund
260. Asset Allocation Fund
261. California Limited Term Tax-Free Fund
262. California Tax-Free Fund
263. California Tax-Free Money Market Fund
264. California Tax-Free Money Market Trust
265. Cash Investment Money Market Fund
266. Colorado Tax-Free Fund
267. Corporate Bond Fund
268. Disciplined Growth Fund
269. Diversified Bond Fund
270. Diversified Equity Fund
271. Diversified Small Cap Fund
272. Equity Income Fund
273. Equity Index Fund
274. Equity Value Fund
275. Government Money Market Fund
276. Growth Balanced Fund
277. Growth Equity Fund
278. Growth Fund
279. Income Fund
280. Income Plus Fund
281. Index Allocation Fund
282. Index Fund
283. Intermediate Government Income Fund
284. International Equity Fund
285. International Fund
286. Large Company Growth Fund
287. LifePath Opportunity Fund
288. LifePath 2010 Fund
289. LifePath 2020 Fund
290. LifePath 2030 Fund
291. LifePath 2040 Fund
292. Limited Term Government Income Fund
293. Mid Cap Growth Fund
294. Minnesota Intermediate Tax-Free Fund
295. Minnesota Money Market Fund
296. Minnesota Tax-Free Fund
297. Moderate Balanced Fund
298. Money Market Fund
299. Money Market Trust
300. National Limited Term Tax-Free Fund
301. National Tax-Free Fund
302. National Tax-Free Institutional Money Market Fund
303. National Tax-Free Money Market Fund
304. National Tax-Free Money Market Trust
305. Nebraska Tax-Free Fund
306. Oregon Tax-Free Fund
307. OTC Growth Fund
308. Overland Express Sweep Fund
309. Prime Investment Money Market Fund
310. Small Cap Growth Fund
311. Small Cap Opportunities Fund
312. Small Cap Value Fund
313. Small Company Growth Fund
314. Specialized Technology Fund
315. Stable Income Fund
316. Strategic Income Fund
317. Treasury Plus Institutional Money Market Fund
318. Treasury Plus Money Market Fund
319. 100% Treasury Money Market Fund
320. Variable Rate Government Fund
321. Wealthbuilder Growth & Income Portfolio
322. Wealthbuilder Growth Balanced Portfolio
323. Wealthbuilder Growth Portfolio
Approved by the Board of Trustees: March 26, 1999, as amended May 9, 2000 and
July 25, 2000.
WELLS FARGO FUNDS TRUST BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ C. David Messman By: /s/ Lynda Kaplan
--------------------- -----------------
Secretary Lynda Kaplan
Division Vice President
November 8, 1999 as amended May 9, 2000 and July 25, 2000.
SCHEDULE 2.2
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
1. On each Business Day, the TPA(s) shall receive, on behalf of and as
agent of the Fund(s), Instructions (as hereinafter defined) from the
Plan. Instructions shall mean as to each Fund (i) orders by the Plan
for the purchases of Shares, and (ii) requests by the Plan for the
redemption of Shares; in each case based on the Plan's receipt of
purchase orders and redemption requests by Plan Participants in proper
form by the time required by the term of the Plan, but not later than
the time of day at which the net asset value of a Fund is calculated,
as described from time to time in that Fund's prospectus. Each Business
Day on which the TPA receives Instructions shall be a "Trade Date."
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the
Plans. In the case of net purchases by any Plan, the TPA(s) shall
instruct the Trustees of such Plan to transmit the aggregate purchase
price for Shares by wire transfer to the Transfer Agent on (TD+l). In
the case of net redemptions by any Plan, the TPA(s) shall instruct the
Fund's custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+1). The
times at which such notification and transmission shall occur on (TD+1)
shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which records
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with
the Transfer Agent and such account shall be in the name of that Plan,
the TPA(s), or the nominee of either thereof as the record owner of
Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that
Plan as of the statement closing date, purchases and redemptions of
Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan on Shares during the
statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are
necessary to enable the Fund to comply with state Blue Sky
requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Plan Participants in which event the Transfer
Agent or each Fund shall mail or cause to be mailed such materials to
Plan Participants. With respect to any such mailing. the TPA(s) shall,
at the request of the Transfer Agent or each Fund, provide at the
TPA(s)'s expense complete and accurate set of mailing labels with the
name and address of each Plan Participant having an interest through
the Plans in Shares.
WELLS FARGO FUNDS TRUST BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ Richard H. Blank, Jr. By: /s/ Lynda Kaplan
-------------------------- -----------------
Richard H. Blank, Jr. Lynda Kaplan
Assistant Secretary Division Vice President
November 8, 1999.
SCHEDULE 3.1
FEES
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
Wells Fargo
Full Service
<TABLE>
<S> <C>
----------------------------------------------------------------------------------------------------------------------
ANNUAL ACCOUNT SERVICE FEES
----------------------------------------------------------------------------------------------------------------------
Direct Accounts $ 19.50
Level Three Networked Accounts $ 12.00
Closed Account Fee $ 2.00
Complex Base Fee $100,000
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
----------------------------------------------------------------------------------------------------------------------
ACTIVITY BASED FEES
----------------------------------------------------------------------------------------------------------------------
Telephone Calls $ 3.00/each
----------------------------------------------------------------------------------------------------------------------
CONVERSION FEES
----------------------------------------------------------------------------------------------------------------------
Per Account Fee $ 2.00
----------------------------------------------------------------------------------------------------------------------
IRA CUSTODIAL FEES
----------------------------------------------------------------------------------------------------------------------
Annual Maintenance $ 10.00/account*
----------------------------------------------------------------------------------------------------------------------
DEDICATED PROGRAMMING
----------------------------------------------------------------------------------------------------------------------
Per Dedicated Associate $150,000/per year
------------------------------------------------------------ ---------------------------------------------------------
OUT-OF-POCKET EXPENSES BILLED AS INCURRED
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
These fees will be subject to an annual Cost of Living Adjustment based on
regional consumer price index.
*Paid by shareholder.
For purposes of the complex base fee, the term "complex" includes all of the
Portfolios of Wells Fargo Funds Trust and Wells Fargo Variable Trust, provided
that the total amount of CUSIP numbers for the complex does not exceed 150. For
each additional CUSIP number, the complex base fee will increase by $7,000 per
year.
Out-of-Pocket expenses include but are not limited to: confirmation statements,
investor statements, postage, forms, audio response, telephone, records
retention, customized programming/enhancements, federal wire, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
WELLS FARGO FUNDS TRUST BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ Richard H. Blank, Jr. By: /s/ Lynda Kaplan
--------------------------- -----------------
Richard H. Blank, Jr. Lynda Kaplan
Assistant Secretary Division Vice President
November 8, 1999.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
1. Terms of Appointment and Duties.............................................................................1
2. Third Party Administrators for Defined Contribution Plans...................................................4
3. Fees and Expenses...........................................................................................4
4. Millennium Date Change .....................................................................................5
5. Performance Standards.......................................................................................6
6. Representations and Warranties of the Transfer Agent........................................................6
7. Representations and Warranties of the Fund..................................................................7
8. Wire Transfer Operating Guidelines/ Articles
4A of the Uniform Commercial Code........................................................................7
9. Data Access and Proprietary Information.....................................................................9
10. Indemnification............................................................................................11
11. Standard of Care...........................................................................................12
12. Confidentiality............................................................................................12
13. Covenants of the Fund and the Transfer Agent...............................................................13
14. Termination of Agreement...................................................................................14
15. Assignment and Third Party Beneficiaries...................................................................16
16. Subcontractors.............................................................................................16
17. Miscellaneous..............................................................................................17
18. Additional Funds...........................................................................................20
</TABLE>
Transfer Agency and Service Agreement between
Boston Financial Data Services, Inc.
and
Wells Fargo Funds Trust
November 8, 1999
EX-99.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.
APPENDIX A
<TABLE>
<S> <C>
---------------------------------------------------------------- -------------------
Funds Trust Maximum
Funds and Share Classes Shareholder
Servicing Fee
---------------------------------------------------------------- -------------------
---------------------------------------------------------------- -------------------
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
---------------------------------------------------------------- ------------------
------------------------------------------------------------------- -------------------
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
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
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. Mid Cap Growth Fund
Class A 0.25
Class B 0.25
Class C 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
32. Minnesota Money Market Fund
Class A 0.25
------------------------------------------------------------------- -------------------
33. Minnesota Tax-Free Fund
Class A 0.25
Class B 0.25
------------------------------------------------------------------- -------------------
34. Money Market Fund
Class A 0.25
Class B 0.25
------------------------------------------------------------------- -------------------
35. National Tax-Free Fund
Class A 0.25
Class B 0.25
Class C 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
36. National Tax-Free Institutional Money Market Fund
Service Class 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
37. National Tax-Free Money Market Fund
Class A 0.25
------------------------------------------------------------------- -------------------
38. Oregon Tax-Free Fund
Class A 0.25
Class B 0.25
------------------------------------------------------------------- -------------------
39. OTC Growth Fund
Class 0 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
40. Overland Express Sweep Fund 0.30
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
41. Prime Investment Money Market Fund
Service Class 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
42. Small Cap Growth Fund
Class A 0.25
Class B 0.25
Class C 0.25
Institutional Class 0.10
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
43. Small Cap Opportunities Fund
Class A 0.25
Class B 0.25
Institutional Class 0.10
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
44. Small Cap Value Fund
Class A 0.25
Class B 0.25
Institutional Class 0.10
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
45. Small Company Growth Fund 0.10
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
46. Specialized Technology Fund
Class A 0.25
Class B 0.25
Class C 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
47. Stable Income Fund
Class A 0.25
Class B 0.25
------------------------------------------------------------------- -------------------
48. Treasury Plus Institutional Money Market Fund
Service Class 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
49. Treasury Plus Money Market Fund
Class A 0.25
------------------------------------------------------------------- -------------------
50. 100% Treasury Money Market Fund
Class A 0.25
------------------------------------------------------------------- -------------------
------------------------------------------------------------------- -------------------
51. 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
and May 9, 2000, and July 25, 2000.
EX-99.B(j)(7)
POWER OF ATTORNEY
Richard M. Leach, whose signature appears below, does hereby
constitute and appoint Christopher Bellonzi, Michael J. Hogan, C. David Messman,
Dorothy A. Peters, Karla M. Rabusch, Amy Van Der Schouw and William Ying, his
true and lawful attorneys-in-fact and agents, each individually, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable Wells Fargo Funds
Trust (the "Trust"), to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission ("SEC") in
respect thereof, including in connection with the filing and effectiveness of
the Trust's Registration Statement on Form N-1A pursuant to said Acts, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a trustee
any and all such amendments filed with the SEC and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys-in-fact and agents shall do or cause to be done by
virtue thereof.
Effective Date:
May 9, 2000
/s/ Richard M. Leach
-----------------------
Richard M. Leach
EX-99.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
APPENDIX A
<TABLE>
<S> <C>
---------------------------------------------------------------- --------------------
Funds Trust
Funds and Share Classes Maximum
Rule 12b-1 Fee
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
52. Arizona Tax-Free Fund
Class B 0.75
---------------------------------------------------------------- --------------------
53. Asset Allocation Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
54. California Tax-Free Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
55. Colorado Tax-Free Fund
Class B 0.75
---------------------------------------------------------------- --------------------
56. Corporate Bond Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
57. Diversified Equity Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
58. Diversified Small Cap Fund
Class B 0.75
---------------------------------------------------------------- --------------------
59. Equity Income Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
60. 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
---------------------------------------------------------------- --------------------
61. Growth Equity Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
62. Growth Fund
Class B 0.75
---------------------------------------------------------------- --------------------
63. Income Fund
Class B 0.75
---------------------------------------------------------------- --------------------
64. Income Plus Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
65. Index Allocation Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
66. Intermediate Government Income Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
67. International Equity Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
68. International Fund
Class B 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
69. Large Company Growth Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
70. LifePath Opportunity Fund
Class A 0.25
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
71. LifePath 2010 Fund
Class A 0.25
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
72. LifePath 2020 Fund
Class A 0.25
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
73. LifePath 2030 Fund
Class A 0.25
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
74. LifePath 2040 Fund
Class A 0.25
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
75. Limited Term Government Income Fund
Class B 0.75
---------------------------------------------------------------- --------------------
76. Mid Cap Growth Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
77. Minnesota Tax-Free Fund
Class B 0.75
---------------------------------------------------------------- --------------------
78. Money Market Fund
Class B 0.75
---------------------------------------------------------------- --------------------
79. National Tax-Free Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
28. Oregon Tax-Free Fund 0.75
Class B
---------------------------------------------------------------- --------------------
80. Overland Express Sweep Fund 0.30
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
81. Small Cap Growth Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
82. Small Cap Opportunities Fund
Class B 0.75
---------------------------------------------------------------- --------------------
83. Small Cap Value Fund
Class B 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
84. Specialized Technology Fund
Class B 0.75
Class C 0.75
---------------------------------------------------------------- --------------------
85. Stable Income Fund
Class B 0.75
---------------------------------------------------------------- --------------------
86. Wealthbuilder Growth & Income Portfolio 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
87. Wealthbuilder Growth Balanced Portfolio 0.75
---------------------------------------------------------------- --------------------
---------------------------------------------------------------- --------------------
88. Wealthbuilder Growth Portfolio 0.75
---------------------------------------------------------------- --------------------
</TABLE>
Approved by the Board of Trustees: March 26, 1999 as amended on May 9, 2000, and
July 25, 2000.
