AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG XXXXX FARGO FUNDS TRUST,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
XXXXX CAPITAL MANAGEMENT INCORPORATED
This AMENDED AND RESTATED AGREEMENT is made as
of this 1st day of March 2001, as amended and restated as of November 7,
2012, between Xxxxx Fargo Funds Trust (the "Trust"), a business trust
organized under the laws of the State of Delaware with its principal place
of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx
00000, Xxxxx Fargo Funds Management, LLC (the "Adviser"), a limited
liability company organized under the laws of the State of Delaware with
its principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, and Xxxxx Capital Management Incorporated,
a corporation organized under the laws of the State of California, with its
principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000 (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.
The Sub-Adviser acknowledges that the Fund and other mutual
funds advised by the Adviser (collectively, the "fund complex") may
engage in transactions with certain sub-advisers in the fund complex (and
their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule
12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly,
the Sub-Adviser hereby agrees that it will not consult with any other
subadviser of a fund in the fund complex that is not an affiliated person (as
that term is defined in the 1940 Act) of Xxxxx Fargo & Company ("Xxxxx
Fargo"), or an affiliated person of such a sub-adviser, concerning
transactions for a fund in securities or other fund assets. With respect to a
multi-managed Fund, the Sub-Adviser shall be limited to managing only
the discrete portion of the Fund's portfolio as may be determined from
time-to-time by the Board or the Adviser, and shall not consult with the
any Sub-adviser that is not an affiliated person of Xxxxx Fargo as to any
other portion of the Fund's portfolio concerning transactions for the Fund
in securities or other Fund assets.
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, brokerdealer
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 0000 Xxx) 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 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention Xxxxxxx X. Xxxxx, and that of the Adviser
shall be 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxx, and that of the Sub-Adviser shall be 000
Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: J.
Xxxx Xxxxx.
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. This Agreement supersedes the subadvisory
agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo Bank,
N.A. and Xxxxx Fargo Capital Management Incorporated dated November
8, 1999, as approved by the Board of Trustees on March 26, 1999 as
amended October 28, 1999, May 9, 2000 and July 25, 2000. 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. Xxxxx Fargo Name. The Sub-Adviser and the Trust
each agree that the name "Xxxxx 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 "Xxxxx 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 "Xxxxx 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 "Xxxxx 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
"Xxxxx Fargo" and following such change, shall not use the words "Xxxxx
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 caused this
Agreement to be executed in duplicate by their respective officers on the
day and year first written above.
XXXXX FARGO FUNDS TRUST
on behalf of the Funds
By:
------------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS
MANAGEMENT, LLC
By:
------------------------------------
Xxxxxx Xxxx
Executive Vice President
XXXXX CAPITAL MANAGEMENT
INCORPORATED
By:
------------------------------------
Xxxxx Xxxxxx
Chief Operating Officer
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
Adjustable Rate Government Fund
Asia Pacific Fund
California Limited-Term Tax-Free Fund
California Municipal Money Market Fund
California Tax-Free Fund
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Allocation Fund(1)
Conservative Income Fund(2)
Discovery Fund
Diversified Capital Builder Fund
Diversified Income Builder Fund
Diversified International Fund
Emerging Markets Equity Fund
Emerging Markets Equity Income Fund
Endeavor Select Fund
Enterprise Fund
Global Opportunities Fund
Government Money Market Fund
Government Securities Fund
Growth Balanced Fund
Growth Fund
Heritage Money Market Fund
High Income Fund
High Yield Bond Fund
High Yield Municipal Bond Fund
Income Plus Fund
Index Asset Allocation Fund
Intermediate Tax/AMT-Free Fund
International Equity Fund
Large Cap Growth Fund
Managed Account CoreBuilder Shares Series M
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
Municipal Money Market Fund
National Tax-Free Money Market Fund
North Carolina Tax-Free Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Value Fund
Small Mid/Cap Value Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Strategic Income Fund
Strategic Municipal Bond Fund
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
WealthBuilder Conservative Allocation Portfolio
WealthBuilder Equity Portfolio
WealthBuilder Growth Allocation
WealthBuilder Growth Balanced Portfolio
WealthBuilder Moderate Balanced Portfolio
WealthBuilder Tactical Equity Portfolio
Wisconsin Tax-Free Fund
100% Treasury Money Market Fund
Most recent annual approval by the Board of Trustees: March 29, 2013
Appendix A amended: March 1, 2013
(1) On November 7, 2012, the Board of Xxxxx Fargo Funds Trust approved the
liquidation of the Conservative Allocation Fund. The liquidation will
occur on or about May 24, 2013.
(2) On February 21, 2013 the Board of Xxxxx Fargo Funds Trust approved the
establishment of the Conservative Income Fund. The fund is scheduled to
become effective in the second quarter of 2013.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 27th day of March, 2009, and
is amended as of the 29th day of March, 2013, by and between Xxxxx
Fargo Funds Management, LLC (the "Adviser") and Xxxxx Capital
Management Incorporated (the "Sub-Adviser"); and
WHEREAS, the parties and Xxxxx 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 annual rates described in this
Schedule A to Appendix A for each Fund listed in Appendix A.
The Sub-Adviser shall receive a fee as described in this Schedule A to
Appendix A of the assets of the Conservative Allocation Fund, Growth
Balanced Fund and Moderate Balanced Fund and from each WealthBuilder
Portfolio for providing services with respect to which Master 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 Master 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.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
-------------------------------------------------------------------------
Adjustable Rate Government Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Asia Pacific Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
-------------------------------------------------------------------------
California Limited-Term Tax-Free Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
-------------------------------------------------------------------------
California Municipal Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
California Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Capital Growth Fund(1) First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
-------------------------------------------------------------------------
Cash Investment Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
Colorado Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Common Stock Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
-------------------------------------------------------------------------
Conservative Allocation Fund(2) First 250M 0.10
Over 250M 0.05
-------------------------------------------------------------------------
Conservative Income Fund(3) First 100M 0.10
Next 200M 0.08
Over 300M 0.05
-------------------------------------------------------------------------
Discovery Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
-------------------------------------------------------------------------
Diversified Capital Builder Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
-------------------------------------------------------------------------
Diversified Income Builder Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
-------------------------------------------------------------------------
Diversified International Fund First 200M 0.45
Over 200M 0.40
-------------------------------------------------------------------------
Emerging Markets Equity Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
-------------------------------------------------------------------------
Emerging Markets Equity Income Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
-------------------------------------------------------------------------
Endeavor Select Fund(4) First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
-------------------------------------------------------------------------
Enterprise Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
-------------------------------------------------------------------------
Global Opportunities Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
-------------------------------------------------------------------------
Government Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
Government Securities Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Growth Balanced Fund First 250M 0.10
Over 250M 0.05
-------------------------------------------------------------------------
Growth Fund(5) First 100M 0.45
Next 100M 0.40
Next 300M 0.30
Over 500M 0.20
-------------------------------------------------------------------------
Heritage Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
High Income Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
-------------------------------------------------------------------------
High Yield Bond Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
-------------------------------------------------------------------------
High Yield Municipal Bond Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
-------------------------------------------------------------------------
Income Plus Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Index Asset Allocation Fund First 100M 0.15
Next 100M 0.125
Over 200M 0.10
-------------------------------------------------------------------------
Intermediate Tax/AMT-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
International Equity Fund First 200M 0.45
Over 200M 0.40
-------------------------------------------------------------------------
Large Cap Growth Fund(6) First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
-------------------------------------------------------------------------
Managed Account CoreBuilder Shares Series M 0.00
-------------------------------------------------------------------------
Minnesota Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Moderate Balanced Fund First 250M 0.10
Over 250M 0.05
-------------------------------------------------------------------------
Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
Municipal Bond Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Municipal Cash Management Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
Municipal Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
National Tax-Free Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
North Carolina Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Omega Growth Fund(7) First 100M 0.45
Next 100M 0.40
Next 300M 0.30
Over 500M 0.20
-------------------------------------------------------------------------
Opportunity Fund(8) First 100M 0.45
Next 100M 0.40
Over 200M 0.30
-------------------------------------------------------------------------
Pennsylvania Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Precious Metals Fund First 100M 0.40
Next 100M 0.35
Over 200M 0.30
-------------------------------------------------------------------------
Premier Large Company Growth Fund(9) First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
-------------------------------------------------------------------------
Short Duration Government Bond Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
-------------------------------------------------------------------------
Short-Term Bond Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
-------------------------------------------------------------------------
Short-Term High Yield Bond Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
-------------------------------------------------------------------------
Short-Term Municipal Bond Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
-------------------------------------------------------------------------
Small Cap Value Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
-------------------------------------------------------------------------
Small Mid/Cap Value Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
-------------------------------------------------------------------------
Special Mid Cap Value Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
-------------------------------------------------------------------------
Special Small Cap Value Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
-------------------------------------------------------------------------
Strategic Income Fund First 100M 0.30
Next 200M 0.25
Next 200M 0.20
Over 500M 0.15
-------------------------------------------------------------------------
Strategic Municipal Bond Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
Traditional Small Cap Growth Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
-------------------------------------------------------------------------
Treasury Plus Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
Ultra Short-Term Income Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
-------------------------------------------------------------------------
Ultra Short-Term Municipal Income Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
-------------------------------------------------------------------------
WealthBuilder Conservative Allocation Portfolio 0.15
-------------------------------------------------------------------------
WealthBuilder Equity Portfolio 0.15
-------------------------------------------------------------------------
WealthBuilder Growth Allocation Portfolio 0.15
-------------------------------------------------------------------------
WealthBuilder Growth Balanced Portfolio 0.15
-------------------------------------------------------------------------
WealthBuilder Moderate Balanced Portfolio 0.15
-------------------------------------------------------------------------
WealthBuilder Tactical Equity Portfolio 0.15
-------------------------------------------------------------------------
Wisconsin Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
-------------------------------------------------------------------------
100% Treasury Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
-------------------------------------------------------------------------
(1) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Capital Growth Fund. Effective May 1, 2013,
the advisory fees will be: First 100M 0.30%; Next 200M 0.275%; Next500M
0.25%; Over 800M 0.20%.
(2) On November 7, 2012, the Board of Xxxxx Fargo Funds Trust approved the
liquidation of the Conservative Allocation Fund. The liquidation will
occur on or about May 24, 2013.
(3) On February 21, 2013 the Board of Xxxxx Fargo Funds Trust approved the
establishment of the Conservative Income Fund. The fund is scheduled to
become effective in the second quarter of 2013.
(4) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Endeavor Select Fund. Effective May 1, 2013,
the advisory fees will be: First 100M 0.30%; Next 200M 0.275%; Next500M
0.25%; Over 800M 0.20%.
(5) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Growth Fund. Effective May 1, 2013, the
advisory fees will be: First 100M 0.45%; Next 100M 0.40%; Next 300M 0.35%;
Over 500M 0.30%.
(6) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Large Cap Growth Fund. Effective May 1, 2013,
the advisory fees will be: First 100M 0.30%; Next 200M 0.275%; Next500M
0.25%; Over 800M 0.20%.
(7) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Omega Growth Fund. Effective May 1, 2013, the
advisory fees will be: First 100M 0.45%; Next 100M 0.40%; Next 300M 0.35%;
Over 500M 0.30%.
(8) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Opportunity Fund. Effective May 1, 2013, the
advisory fees will be: First 100M 0.45%; Next 100M 0.40%; Next 300M 0.35%;
Over 500M 0.30%.
(9) On March 29, 2013, the Board of Xxxxx Fargo Funds Trust approved
advisory fee changes for the Premier Large Company Growth Fund. Effective
May 1, 2013, the advisory fees will be: First 100M 0.35%; Next 100M 0.325%;
Next 300M 0.30%; Over 500M 0.275%.
Most recent annual approval by the Board of Trustees: March 29, 2013
Schedule A amended: March 29, 2013
The foregoing fee schedule is agreed to as of March 29, 2013 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
---------------------------
Xxxxxx Xxxx
Executive Vice President
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
---------------------------
Xxxxx Xxxxxx
Chief Operating Officer
