FEE AGREEMENT WELLS FARGO FUNDS TRUST
EX-99.(d)(4)
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
Funds Trust Funds
Aggressive Allocation Fund
Asia Pacific Fund
Asset Allocation Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
California Tax-Free Money Market Fund
California Tax-Free Money Market Trust
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Allocation Fund
Discovery Fund
Emerging Markets Equity Fund
Endeavor Select Fund
Enterprise Fund
Government Money Market Fund
Government Securities Fund
Growth Balanced Fund
Growth Fund
Heritage Money Market Fund
High Income Fund
Income Plus Fund
Intermediate Tax/AMT-Free Fund
Large Cap Growth Fund
Managed Account CoreBuilder Shares Series G
Managed Account CoreBuilder Shares Series M
Mid Cap Disciplined Fund
Mid Cap Growth Fund
Minnesota Money Market Fund
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Money Market Trust
Municipal Bond Fund
Municipal Money Market Fund
National Tax-Free Money Market Fund
National Tax-Free Money Market Trust
Opportunity Fund
Overland Express Sweep Fund
Prime Investment Money Market Fund
Short Duration Government Bond Fund
Funds Trust Funds
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Disciplined Fund
Small Cap Growth Fund
Small Cap Value Fund
Small Mid/Cap Value Fund
Specialized Financial Services Fund
Strategic Income Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
U.S. Value 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 27, 2009
Appendix A amended: March 27, 2009
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, 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 Aggressive Allocation Fund, 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.
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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
----------------------------------------------- -------------------------
Aggressive Allocation Fund First 250M 0.10
Over 250M 0.05
Asia Pacific Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
Asset Allocation Fund First 100M 0.15
Next 100M 0.125
Over 200M 0.10
California Limited-Term Tax-Free Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
California Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
California Tax-Free Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
California Tax-Free Money Market Trust 0.00
Capital Growth Fund 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 First 250M 0.10
Over 250M 0.05
4
Fee as % of Avg.
Funds Trust Funds Daily Net Assets
----------------------------------------------- -------------------------
Discovery Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
Emerging Markets Equity Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
Endeavor Select Fund 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
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 First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
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
Income Plus Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Intermediate Tax/AMT-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Large Cap Growth Fund First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Managed Account CoreBuilder Shares Series G 0.00
5
Fee as % of Avg.
Funds Trust Funds Daily Net Assets
----------------------------------------------- -------------------------
Managed Account CoreBuilder Shares Series M 0.00
Mid Cap Disciplined Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Mid Cap Growth Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Minnesota Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
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
Money Market Trust 0.00
Municipal Bond Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
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
National Tax-Free Money Market Trust 0.00
Opportunity Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Overland Express Sweep Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Prime Investment Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
6
Fee as % of Avg.
Funds Trust Funds Daily Net Assets
----------------------------------------------- -------------------------
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 Disciplined Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Small Cap Growth Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
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
Specialized Financial Services Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Strategic Income Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
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
U.S. Value Fund First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
WealthBuilder Conservative Allocation Portfolio 0.15
7
Fee as % of Avg.
Funds Trust Funds Daily Net Assets
----------------------------------------------- -------------------------
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
Most recent annual approval by the Board of Trustees: March 27, 2009
Schedule A amended: March 27, 2009
8
The foregoing fee schedule is agreed to as of March 27, 2009 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:
------------------------------------
Xxxx Xxxxx
Chief Financial Officer
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