EX-99.(d)(2)(xiii)
APPENDIX B
SSgA FUNDS MANAGEMENT, INC.
XXXXX FARGO MASTER TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 27th day of May, 2005, by and between
Xxxxx Fargo Master Trust (the "Trust"), Xxxxx Fargo Funds Management, LLC (the
"Adviser") and SSgA Funds Management, Inc. (the "Sub-Adviser").
WHEREAS, the parties have entered into an Investment Sub-Advisory Agreement
("Sub-Advisory Agreement") whereby the Sub-Adviser provides management and other
services to each series of the Trust listed in Appendix A to the Sub-Advisory
Agreement (each a "Fund" and collectively the "Funds"); and
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to
the Sub-Adviser are to be as indicated on this Appendix B;
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated and paid on a
monthly basis by applying the annual rates indicated below to the Fund's average
daily net assets throughout the month:
Name of Fund Breakpoints Sub-Advisory Rate
------------ ----------- -----------------
Diversified Fixed Income Portfolio/1/ First 1B 0.10%
Over 1B 0.08%
Diversified Stock Portfolio/1/ First 1B 0.10%
Over 1B 0.08%
International Index Portfolio First 100M 0.08%
Over 100M 0.06%
If the Sub-Adviser shall provide management and other services for less
than the whole of a month, the foregoing compensation shall be prorated based on
the number of days in the month that such Sub-Adviser provided management and
other services to the Funds.
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/1/ On August 12, 2009, the Board of Trustees approved a sub-advisory fee
change to the Diversified Fixed Income Portfolio and the Diversified Stock
Portfolio. Effective October 1, 2009 the sub-advisory fees will be: First
$1B 0.10%; Next $1B 0.08%; Next $3B 0.07%; Over $5B 0.05%.
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EX-99.(d)(2)(xiii)
The foregoing fee schedule is agreed to as of August 12, 2009 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO MASTER TRUST
on behalf of the Funds
By:
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C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
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Xxxxxx Xxxx
Executive Vice President
SSgA FUNDS MANAGEMENT, INC.
By:
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