Ex-99.B(d)(2)(v)
SCHEDULE A
XXXXX FARGO MASTER TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
AMENDED AND RESTATED FEE AGREEMENT
This amended and restated fee agreement is made as of the 31st day of March,
2006 and supersedes the fee agreement dated November 27, 2001 by and between
Xxxxx Fargo Funds Management, LLC (the "Adviser") and Peregrine Capital
Management, Inc. (the "Sub-Adviser"); and
WHEREAS, the parties and Xxxxx Fargo Master 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 Funds:
Master Trust Fund Breakpoints Sub-Advisory Rate
----------------- ----------- ------------------------
Large Company Growth Portfolio/1/ First 25M 0.75%
Next 25M 0.60%
Next 225M 0.50%
Over 275M 0.30%
Small Company Growth Portfolio... First 50M 0.90%
Next 130M 0.75%
Next 160M 0.65%
Next 345M 0.50%
Next 50M 0.52%
Over 735M 0.55%
Small Company Value Portfolio.... First 175M 0.50%
Over 175M 0.75%
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/1/ On August 9, 2006 the Board of Trustees approved the following
sub-advisory rate changes to the Large Company Growth Portfolio, effective
September 1, 2006: First 25M 0.56%, Next 25M 0.45%, Next 225M 0.375%, Over
275M 0.225%
EX-99.B(d)(2)(v)
The foregoing fee schedule is agreed to as of August 9, 2006 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
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Xxxxxx Xxxx
Senior Vice President
PEREGRINE CAPITAL MANAGEMENT, INC.
By:
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Xxxxxx X. Xxxxxx
President