XXXXX FARGO FUNDS TRUST
XXXXX FARGO FUNDS MANAGEMENT, LLC
XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC.
INVESTMENT SUB-ADVISORY AGREEMENT
APPENDIX A
Small Cap Opportunities Fund
Approved by Board of Trustees: October 24, 2000, November 6, 2001, December 23,
2001 and May 7, 2002.
Most Recent Annual Approval Date: August 6, 2002.
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SCHEDULE A
XXXXX FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 22nd day of July, 2002, by and
between Xxxxx Fargo Funds Management, LLC (the "Adviser") and Xxxxxxxx
Investment Management North America Inc. (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 annual rate of 0.60% of the assets of the Small Cap
Opportunities Fund.
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.
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The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: /s/ XXXXXX XXXX
-------------------------
Xxxxxx Xxxx
Vice President
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: /s/ XXXXXXX XXXXX
-------------------------
Xxxxxxx Xxxxx
Director
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