AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT

AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is made as of June 1, 2018, and amended as of October 3, 2008 and May 20, 2015, among Xxxxx Fargo Funds Trust (the “Trust”), a Delaware statutory trust, for itself and on behalf of its series listed from time to time in Schedule A and B attached hereto (individually referred to as the “Fund” or collectively referred to as the “Funds”), Xxxxx Fargo Master Trust(“Master Trust”), a Delaware statutory trust, and Xxxxx Fargo Funds Management, LLC (“Funds Management” or the “Adviser”), a limited liability company organized under the laws of the State of Delaware.

WHEREAS, each of the Trust and Master Trust is an open-end investment company registered under the Investment Company Act of 1940; and

WHEREAS, Funds Management serves as investment adviser and/or administrator to each of the Funds pursuant to an investment advisory agreement (the “Investment Advisory Agreement”) and/or an administration agreement (the “Administration Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Limitation on Total Operating Expense Ratios. The Adviser hereby agrees to waive any advisory fees payable to it under the Investment Advisory Agreement, waive any administration fees payable to it under the Administration Agreement, and/or reimburse other expenses of the Funds or a class to the extent necessary to maintain a total operating expense ratio for each class of each Fund that does not exceed its capped operating expense ratio (each, a “Capped Operating Expense Ratio”) as set forth from time to time in Schedule A attached hereto (each, a “Commitment”). The operating expenses that may not exceed the Capped Operating Expense Ratio do not include expenses that are not included in calculating a fund’s operating expense ratio as reflected in its audited financial highlights (such as brokerage commissions, stamp duty fees, interest, taxes or acquired fund fees and expense), prime broker fees, dividend and interest expense on securities sold short and do not include Extraordinary Expenses. Extraordinary Expenses shall include other expenses as are determined by a vote of the majority of the Trustees to be Extraordinary Expenses for this purpose.

2. Application of the Commitments to Tiered Funds. A Fund that invests in shares of a money market Fund need not attribute the money market Fund’s fees to the investing Fund’s operating expenses. A non-WealthBuilder Fund that invests in shares of a Xxxxx Fargo Master Trust portfolio or in shares of a non-money market Fund shall attribute the portfolio’s or non-money market Fund’s fees to the investing Fund’s operating expenses. A Dynamic Target Date Fund that invests in securities of any registered investment company other than a money market Fund shall attribute the registered investment company’s fees to the investing Fund’s operating expenses. A WealthBuilder Fund that invests in shares of a Xxxxx Fargo Master Trust Portfolio or in shares of a non-money market Fund need not attribute the portfolio’s or non-money market Fund’s fees to the investing Fund’s operating expenses. Except as expressly provided in this Section 2, a Fund that invests in securities of any registered investment company need not attribute the fees of such other registered investment company to the investing Fund’s operating expenses.

3. Duration of the Commitments.

(a) Initial Waiver. The parties agree that Funds Management will maintain the Capped Operating Expense Ratios until the expiration/renewal date specified in Schedule A (the “Expiration/Renewal Date”).

(b) Automatic Renewal of the Commitments. The parties agree that each Commitment will renew automatically for a period of one year from each anniversary of the Expiration/Renewal Date unless, prior to such anniversary date: (i) Funds Management provides notice to the Board to the effect that it has elected not to renew a Commitment for a full year with respect to one or more specified Funds or classes; (ii) Funds Management provides notice to the Board to the effect that it has elected to reduce a listed Capped Operating Expense Ratio with respect to one or more specified Funds or classes; and/or (iii) the Board approves an increase to the listed Capped Operating Expense Ratio with respect to one or more specified Funds or classes. The notice referred to in subparagraphs (i) and (ii), above, or in subparagraph (i) of Subsection 3(c), may take the form of presentation materials delivered to the Board at or before a meeting of the Board, a presentation to the Board at a meeting that is reflected in the minutes of such meeting, or written notice delivered to the Board.

(c) Funds Management’s Obligations Following Non-Renewal of a Commitment. Following any non-renewal of a Commitment with respect to one or more specified Funds or classes pursuant to Subsection 3(b), Funds Management will nevertheless maintain the listed Capped Operating Expense Ratio of the Fund or class until such time as: (i) Funds Management provides notice to the Board that it is reinstating the Commitment with respect to the Fund or class at the same or a reduced Capped Operating Expense Ratio, in which case the provisions of Subsection 3(b) shall govern thereafter; (ii) the Board approves an increase in the listed Capped Operating Expense Ratio, in which case the provisions of Subsection 3(d) shall govern; or (iii) the Board approves the elimination of any obligation to maintain a specified ratio.

(d) Board Approval of an Increase in a Capped Operating Expense Ratio. If the Board approves an increase in the listed Capped Operating Expense Ratio of a Fund or class, Funds Management’s Commitment to maintain the higher Capped Operating Expenses Ratio will be governed by the renewal and non-renewal provisions of Subsection 3(b).

(e) Funds Management’s Ability to Reduce a Capped Operating Expense Ratio or Extend the Term of a Commitment. Notwithstanding any other provision of this Agreement, Funds Management may reduce the Capped Operating Expense Ratio of a Fund or a class, or extend the term of the Commitment to maintain the Capped Operating Expense Ratio of a Fund or a class, without prior approval of the Board. Funds Management shall inform the Board of any action taken under this Subsection no later than the next regularly scheduled Board meeting. Unless Funds Management informs the Board that the reduced Capped Operating Expense Ratio will be governed by the renewal and non-renewal provisions of Subsection 3(b), the Capped Operating Expense Ratio of the Fund or class will revert to the Capped Operating Expense Ratio previously in effect at the next Expiration/Renewal Date.

4. Modification; Amendment. No modification or amendment to this Agreement shall be binding unless in writing and executed by Funds Management, the Trust and, if affected thereby, Xxxxx Fargo Master Trust. Notwithstanding the foregoing, the parties hereby agree that the Schedules may be amended or supplemented by having Funds Management, the Trust and, if affected thereby, Xxxxx Fargo Master Trust execute updated Schedules, without having such action constitute a modification or amendment to this Agreement. Among other matters, the parties intend that: (a) Schedule A shall be updated to reflect any additional Funds or classes that are established from time to time by the Trust and as to which a Capped Operating Expense Ratio is established; (b) Schedule A shall be updated to reflect any increases to Capped Operating Expense Ratios that have been approved by the Board or any reductions in Capped Operating Expense Ratios that have been implemented pursuant to the notice provisions of Subsections 3(b) or 3(c), or any reductions implemented by Funds Management pursuant to Subsection 3(e); (c) Schedule A shall be updated to reflect any term extensions implemented by Funds Management pursuant to Section 3(e); and (d) Schedule A shall designate any Funds or classes as to which a Commitment has not been renewed until (i) a Commitment is reinstated pursuant to Subsection 3(c) or 3(d), or (ii) the Board approves the elimination of any obligation to maintain a specified ratio, at which time such Fund or class shall be moved to Schedule B.

5. Entire Agreement. This Amended and Restated Agreement constitutes the entire agreement of the parties with respect to its subject matter. Each provision herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In addition, each provision herein shall be treated as separate and independent with respect to each Fund.

IN WITNESS WHEREOF, the parties have duly executed this Amended and Restated Agreement as of June 1, 2018.

XXXXX FARGO FUNDS TRUST, for itself and on

behalf of its series listed from time to time on the

Schedules attached hereto

By_____________________________

Xxxxxx Xxxx

President

XXXXX FARGO MASTER TRUST

By_____________________________

Xxxxxx Xxxx

President

XXXXX FARGO FUNDS MANAGEMENT, LLC

By_____________________________

Xxxx Xxxxx

Senior Vice President

SCHEDULE A

FEE AND EXPENSE AGREEMENT

XXXXX FARGO FUNDS TRUST

(Capped Operating Expense Ratios)

FUNDS/CLASSES

Capped Operating

Expense Ratio

Expiration / Renewal Date

Absolute Return Fund

Class A

Class C

Class R

Class R6

Class T

Administrator Class

Institutional Class

0.71%

1.46%

0.96%

0.28%

0.71%

0.57%

0.33%

August 31, 2018

Adjustable Rate Government Fund

Class A

Class C

Administrator Class

Institutional Class

0.74%

1.49%

0.60%

0.46%

December 31, 2018

Alternative Strategies Fund^1,2

Class A

Class C

Administrator Class

Institutional Class

2.22%

2.97%

2.07%

1.97%

November 30, 2018

Asia Pacific Fund

Class A

Class C

Administrator Class

Institutional Class

1.60%

2.35%

1.50%

1.25%

February 28, 2019

Asset Allocation Fund

Class A

Class C

Class R

Class T

Administrator Class

Institutional Class

1.13%

1.88%

1.38%

0.87%

0.95%

0.80%

August 31, 2020

August 31, 2018

August 31, 2020

C&B Large Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.08%

1.83%

0.65%

1.00%

0.75%

September 30, 2018

C&B Mid Cap Value Fund³

Class A

Class C

Administrator Class

Institutional Class

1.25%

2.00%

1.15%

0.90%

January 31, 2019

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.80%

1.55%

0.60%

0.50%

October 31, 2018

California Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.75%

1.50%

0.55%

0.48%

October 31, 2018

Capital Growth Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.11%

1.86%

0.60%

0.94%

0.70%

November 30, 2018

Cash Investment Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.35%

0.20%

0.13%

0.50%

May 31, 2019

Colorado Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.60%

0.52%

October 31, 2018

Common Stock Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.26%

2.01%

0.85%

1.10%

0.85%

January 31, 2019

Conservative Income Fund

Institutional Class

0.27%

December 31, 2018

Core Bond Fund

Class A

Class C

Class R

Class R4

Class R6

Class T

Administrator Class

Institutional Class

0.78%

1.53%

1.03%

0.52%

0.37%

0.78%

0.70%

0.42%

September 30, 2018

Core Plus Bond Fund

Class A

Class C

Class R6

Class T

Administrator Class

Institutional Class

0.73%

1.48%

0.35%

0.73%

0.62%

0.40%

December 31, 2018

Disciplined U.S. Core Fund

Class A

Class C

Class R

Class R6

Class T

Administrator Class

Institutional Class

0.87%

1.62%

1.12%

0.43%

0.87%

0.74%

0.48%

November 30, 2019

Discovery Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.22%

1.97%

0.84%

1.15%

0.89%

January 31, 2019

Diversified Capital Builder Fund

Class A

Class C

Class T

Administrator Class

Institutional Class

1.20%

1.95%

1.20%

1.05%

0.78%

January 31, 2019

Diversified Equity Fund

Class A

Class C

Administrator Class

1.25%

2.00%

1.00%

September 30, 2019

Diversified Income Builder Fund⁴

Class A

Class C

Class T

Administrator Class

Institutional Class

0.85%

1.60%

1.08%

0.77%

0.52%

January 31, 2019

Diversified International Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.35%

2.10%

0.89%

1.25%

0.99%

February 28, 2019

Dynamic Target Today Fund

Class A

Class C

Class R4

Class R6

0.91%

1.66%

0.67%

0.52%

September 30, 2018

Dynamic Target 2015 Fund

Class A

Class C

Class R4

Class R6

0.97%

1.72%

0.69%

0.54%

September 30, 2018

Dynamic Target 2020 Fund

Class A

Class C

Class R4

Class R6

0.99%

1.74%

0.71%

0.56%

September 30, 2018

Dynamic Target 2025 Fund

Class A

Class C

Class R4

Class R6

1.01%

1.76%

0.73%

0.58%

September 30, 2018

Dynamic Target 2030 Fund

Class A

Class C

Class R4

Class R6

1.03%

1.78%

0.75%

0.60%

September 30, 2018

Dynamic Target 2035 Fund

Class A

Class C

Class R4

Class R6

1.04%

1.79%

0.76%

0.61%

September 30, 2018

Dynamic Target 2040 Fund

Class A

Class C

Class R4

Class R6

1.05%

1.80%

0.77%

0.62%

September 30, 2018

Dynamic Target 2045 Fund

Class A

Class C

Class R4

Class R6

1.05%

1.80%

0.77%

0.62%

September 30, 2018

Dynamic Target 2050 Fund

Class A

Class C

Class R4

Class R6

1.05%

1.80%

0.77%

0.62%

September 30, 2018

Dynamic Target 2055 Fund

Class A

Class C

Class R4

Class R6

1.05%

1.80%

0.77%

0.62%

September 30, 2018

Dynamic Target 2060 Fund

Class A

Class C

Class R4

Class R6

1.05%

1.80%

0.77%

0.62%

September 30, 2018

Emerging Growth Fund⁵

Class A

Class C

Administrator Class

Institutional Class

1.35%

2.10%

1.20%

0.90%

September 30, 2018

Emerging Markets Bond Fund

0.00%

June 30, 2019

Emerging Markets Equity Fund

Class A

Class C

Class R6

Class T

Administrator Class

Institutional Class

1.58%

2.33%

1.15%

1.58%

1.46%

1.19%

February 28, 2019

Emerging Markets Equity Income Fund

Class A

Class C

Class R

Class R6

Class T

Administrator Class

Institutional Class

1.62%

2.37%

1.87%

1.17%

1.62%

1.45%

1.22%

February 28, 2019

Endeavor Select Fund

Class A

Class C

Administrator Class

Institutional Class

1.20%

1.95%

1.00%

0.80%

November 30, 2018

Enterprise Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.18%

1.93%

0.80%

1.10%

0.85%

January 31, 2019

Factor Enhanced Emerging Markets Fund

0.00%

June 30, 2019

Factor Enhanced Institutional Fund

0.00%

June 30, 2019

Factor Enhanced Large Cap Fund

0.00%

June 30, 2019

Factor Enhanced Small Cap Fund

0.00%

June 30, 2019

Global Small Cap Fund

Class A

Class C

Administrator Class

Institutional Class

1.55%

2.30%

1.40%

1.15%

February 28, 2019

Government Money Market Fund

Class A

Administrator Class

Institutional Class

Select Class

Service Class

Sweep Class

0.60%

0.35%

0.20%

0.14%

0.50%

0.77%

May 31, 2019

Government Securities Fund

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.64%

0.48%

December 31, 2018

Growth Balanced Fund

Class A

Class C

Administrator Class

1.13%

1.88%

0.95%

September 30, 2019

Growth Fund

Class A

Class C

Class R6

Class T

Administrator Class

Institutional Class

1.16%

1.91%

0.70%

1.16%

0.96%

0.75%

November 30, 2018

Heritage Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.35%

0.20%

0.13%

0.43%

May 31, 2019

High Yield Bond Fund

Class A

Class C

Class T

Administrator Class

Institutional Class

0.93%

1.68%

0.93%

0.80%

0.53%

December 31, 2018

High Yield Corporate Bond Fund

0.00%

June 30, 2019

High Yield Municipal Bond Fund⁶

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.75%

0.60%

October 31, 2018

Index Asset Allocation Fund

Class A

Class C

Administrator Class

Institutional Class

1.08%

1.83%

0.90%

0.75%

January 31, 2019

Index Fund

Class A

Class C

Administrator Class

0.45%

1.20%

0.25%

September 30, 2019

Intermediate Tax/AMT-Free Fund⁷

Class A

Class C

Administrator Class

Institutional Class

0.70%

1.45%

0.60%

0.45%

October 31, 2018

International Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.03%

1.78%

0.65%

0.85%

0.70%

February 28, 2019

International Equity Fund⁸

Class A

Class C

Class R

Class R6

Class T

Administrator Class

Institutional Class

1.14%

1.89%

1.39%

0.84%

1.14%

0.89%

February 28, 2019

International Government Bond Fund

0.00%

June 30, 2019

International Value Fund⁹

Class A

Class C

Administrator Class

Institutional Class

1.35%

2.10%

1.25%

1.00%

September 30, 2018

Intrinsic Small Cap Value Fund

Class A

Class C

Administrator Class

Institutional Class

1.35%

2.10%

1.20%

1.00%

July 31, 2018

Intrinsic Value Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.11%

1.86%

1.36%

0.65%

0.95%

0.70%

November 30, 2018

Intrinsic World Equity Fund

Class A

Class C

Administrator Class

Institutional Class

1.35%

2.10%

1.25%

0.95%

February 28, 2019

Large Cap Core Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.08%

1.83%

1.33%

0.65%

0.97%

0.67%

November 30, 2018

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

1.07%

1.82%

1.32%

0.80%

0.65%

0.95%

0.75%

November 30, 2018

Large Company Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.83%

1.58%

0.40%

0.75%

0.50%

November 30, 2019

Low Volatility U.S. Equity Fund¹⁰

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.83%

1.58%

0.40%

0.75%

0.50%

November 30, 2018

Minnesota Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.60%

0.52%

October 31, 2018

Moderate Balanced Fund¹¹
Class A
Class C

Administrator Class

1.15%
1.90%

0.90%

September 30, 2019
September 30, 2019

September 30, 2019

Money Market Fund

Class A

Class C

Premier Class

Service Class

0.60%

1.35%

0.20%

0.50%

May 31, 2019

Municipal Bond Fund¹²

Class A

Class C

Administrator Class

Institutional Class

0.75%

1.50%

0.60%

0.48%

October 31, 2018

Municipal Cash Management Money Market Fund

Administrator Class

Institutional Class

Service Class

0.30%

0.20%

0.45%

May 31, 2019

National Tax-Free Money Market Fund

Class A

Administrator Class

Premier Class

Service Class

0.60%

0.30%

0.20%

0.45%

May 31, 2019

North Carolina Tax-Free Fund

Class A

Class C

Institutional Class

0.85%

1.60%

0.54%

October 31, 2018

Omega Growth Fund

Class A

Class C

Class R

Administrator Class

Institutional Class

1.30%

2.05%

1.55%

1.10%

0.85%

November 30, 2018

Opportunity Fund¹³

Class A

Class C

Administrator Class

Institutional Class

1.21%

1.96%

1.00%

0.75%

January 31, 2019

Pennsylvania Tax-Free Fund

Class A

Class C

Institutional Class

0.74%

1.49%

0.49%

October 31, 2018

Precious Metals Fund

Class A

Class C

Administrator Class

Institutional Class

1.09%

1.84%

0.95%

0.79%

July 31, 2018

Premier Large Company Growth Fund

Class A

Class C

Class R4

Class R6

Class T

Administrator Class

Institutional Class

1.11%

1.86%

0.80%

0.65%

1.11%

1.00%

0.70%

November 30, 2018

Real Return Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.78%
1.53%

0.40%
0.60%

0.45%

September 30, 2018

Short Duration Government Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.78%

1.53%

0.37%

0.60%

0.42%

December 31, 2018

Short-Term Bond Fund¹⁴

Class A

Class C

Institutional Class

0.72%

1.47%

0.45%

December 31, 2018

Short-Term High Yield Bond Fund

Class A

Class C

Class T

Administrator Class

Institutional Class

0.81%

1.56%

0.81%

0.65%

0.50%

December 31, 2018

Short-Term Municipal Bond Fund¹⁵

Class A

Class C

Administrator Class

Institutional Class

0.63%

1.38%

0.60%

0.40%

October 31, 2018

Small Cap Core Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.35%

2.10%

0.90%

1.25%

1.00%

July 31, 2019

Small Cap Opportunities Fund^16,17

Class R6

Administrator Class

Institutional Class

0.85%

1.20%

0.95%

July 31, 2018

Small Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.28%

2.03%

0.83%

1.08%

0.88%

July 31, 2018

Small Company Growth Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.35%
2.10%

0.90%

1.20%

0.95%

September 30, 2018
September 30, 2018

September 30, 2018

Small Company Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.15%

1.90%

0.75%

1.05%

0.85%

September 30, 2019

Specialized Technology Fund¹⁸

Class A

Class C

Administrator Class

Institutional Class

1.41%

2.16%

1.31%

1.06%

July 31, 2018

Special Mid Cap Value Fund¹⁹

Class A

Class C

Class R

Class R6

Class T

Administrator Class

Institutional Class

1.19%

1.94%

1.44%

0.76%

1.22%

1.11%

0.85%

January 31, 2019

Special Small Cap Value Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.34%

2.09%

1.59%

0.89%

1.20%

0.94%

July 31, 2018

Strategic Income Fund

Class A

Class C

Administrator Class

Institutional Class

0.90%

1.65%

0.75%

0.60%

February 28, 2019

Strategic Municipal Bond Fund²⁰

Class A

Class C

Administrator Class

Institutional Class

0.82%

1.57%

0.68%

0.48%

October 31, 2018

Target Today Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2010 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2015 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

0.65%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2020 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2025 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

0.65%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2030 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2035 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

0.65%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2040 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2045 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

0.65%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2050 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2055 Fund

Class A

Class R

Class R4

Class R6

Administrator Class

0.65%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Target 2060 Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.65%

1.40%

0.90%

0.34%

0.19%

0.54%

July 31, 2018

Traditional Small Cap Growth Fund

Class A

Class C

Administrator Class

Institutional Class

1.23%

1.98%

1.15%

0.90%

July 31, 2019

Treasury Plus Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.60%

0.35%

0.20%

0.45%

0.83%

May 31, 2019

Ultra Short-Term Income Fund

Class A

Class C

Administrator Class

Institutional Class

0.70%

1.45%

0.55%

0.35%

December 31, 2018

Ultra Short-Term Municipal Income Fund²¹

Class A

Class C

Administrator Class

Institutional Class

0.67%

1.42%

0.60%

0.37%

October 31, 2018

U.S. Core Bond Fund

0.00%

June 30, 2019

Utility and Telecommunications Fund

Class A

Class C

Administrator Class

Institutional Class

1.14%

1.89%

0.95%

0.78%

July 31, 2018

WealthBuilderConservative Allocation Fund²²

Class A

Class C

0.75%

1.50%

September 30, 2018

WealthBuilderEquity Fund²³

Class A

Class C

0.75%

1.50%

September 30, 2018

WealthBuilderGrowth Allocation Fund²⁴

Class A

Class C

0.75%

1.50%

September 30, 2018

WealthBuilderGrowth Balanced Fund²⁵

Class A

Class C

0.75%

1.50%

September 30, 2018

WealthBuilderModerate Balanced Fund²⁶

Class A

Class C

0.75%

1.50%

September 30, 2018

Wisconsin Tax-Free Fund

Class A

Class C

Institutional Class

0.70%

1.45%

0.52%

October 31, 2018

100% Treasury Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.60%

0.30%

0.20%

0.50%

0.83%

May 31, 2019

Schedule A amended: June 1, 2018

1. Reference is made to that certain Investment Sub-Advisory Agreement among the Trust, on behalf of the Alternative Strategies Fund, the Adviser and The Rock Creek Group, LP (“Rock Creek”), as a sub-adviser to the Alternative Strategies Fund, pursuant to which Rock Creek is authorized to invest, from time to time, a portion of the Alternative Strategies Fund’s assets (“Rock Creek Portion”) in shares of registered investment companies (each such company, other than a money market Fund, an “Underlying Fund”). The provisions of Section 3 of the Amended and Restated Fee Agreement (the “Fee Agreement”) to which this Schedule A relates shall apply to the Capped Operating Expense Ratios of the respective share classes of the Alternative Strategies Fund stated in the table above (the “Baseline Capped Operating Expense Ratios”). In addition to the foregoing, to the extent that the Rock Creek Portion invests in securities of any Underlying Fund, the Adviser also hereby agrees to additionally waive any advisory fees payable to it under the Investment Advisory Agreement, additionally waive any administration fees payable to it under the Administration Agreement, and/or additionally reimburse other expenses of the Funds or a class in an amount equal to the fees of such Underlying Fund held in the Rock Creek Portion (which shall be calculated based on the net operating expense ratio of the relevant share class of such Underlying Fund contained in the Underlying Fund’s most recently published annual or semi-annual report) (such additional waivers, the “Rock Creek Underlying Fund Waivers”); provided, however, notwithstanding the provisions of Section 3 of the Fee Agreement, the amount of the Rock Creek Underlying Fund Waivers, if any, may increase or decrease from time to time without notice to, or approval by, the Board, so long as: (i) the initial term and renewal of the Adviser’s commitment to make the Rock Creek Underlying Fund Waivers remain subject to the provisions of Section 3 of the Fee Agreement, and (ii) the Baseline Capped Operating Expense Ratios remain subject to the provisions of Section 3 of the Fee Agreement.

2. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for each share class of the Alternative Strategies Fund. Effective November 1, 2018 the NOERs will be as follows through October 31, 2019: Class A 2.19%; Class C 2.94%; Administrator Class 2.04%; Institutional Class 1.89%

3.On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the C&B Mid Cap Value Fund with a net operating expense ratio of 0.80%, effective on or about August 1, 2018 through January 31, 2020.

4. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Diversified Income Builder Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through January 31, 2020.

5. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Emerging Growth Fund with a net operating expense ratio (NOER) of 0.85%, effective on or about August 1, 2018 through September 30, 2019. In addition, effective concurrently with the launch of Class R6, the NOERs for Class A and Class C will be reduced to 1.28% and 2.03%, respectively.

6. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the High Yield Municipal Bond Fund with a net operating expense ratio (NOER) of 0.50%, effective on or about August 1, 2018 through October 31, 2019. In addition the Board of Trustees was also notified of reductions to the NOER for each share class of the High Yield Municipal Bond Fund. Effective November 1, 2018 the NOERs will be as follows through October 31, 2019: Class A 0.80%; Class C 1.55%; Administrator Class 0.70%; Institutional Class 0.55%

7. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Intermediate Tax/AMT-Free Fund with a net operating expense ratio of 0.40%, effective on or about August 1, 2018 through October 31, 2019.

8. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for Class R6 and Institutional Class of the International Equity Fund. Effective March 1, 2019 the NOERs will be as follows through February 29, 2020: Class R6 0.79%; Institutional Class 0.84%

9. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the International Value Fund with a net operating expense ratio of 0.90%, effective on or about August 1, 2018 through September 30, 2019.

10. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for each share class of the Low Volatility U.S. Equity Fund. Effective December 1, 2018 the NOERs will be as follows through November 30, 2019: Class A 0.73%; Class C 1.48%; Class R6 0.30%; Administrator Class 0.65%; Institutional Class 0.40%

11. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of an Institutional Class to the Moderate Balanced Fund with a net operating expense ratio of 0.80%, effective on or about August 1, 2018 through September 30, 2019.

12. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Municipal Bond Fund with a net operating expense ratio of 0.43%, effective on or about August 1, 2018 through October 31, 2019.

13. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for Class A and Class C of the Opportunity Fund. Effective February 1, 2019 the NOERs will be as follows through January 31, 2020: Class A 1.18%; Class C 1.93%

14. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Bond Fund with a net operating expense ratio of 0.40%, effective on or about August 1, 2018 through December 31, 2019.

15. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Short-Term Municipal Bond Fund with a net operating expense ratio of 0.35%, effective on or about August 1, 2018 through October 31, 2019.

16. On February 28, 2018, the Board of Trustees of Xxxxx Fargo Funds Trust approved the name change of the Small Cap Opportunities Fund to the Disciplined Small Cap Fund. The Board was also notified of a reduction to the net operating expense ratio (NOER) for each share class. The name change and NOER reduction will become effective on or about June 27, 2018, pending shareholder approval of a new sub-advisory agreement. The NOERs will be as follows through July 31, 2019: Class R6 0.50%; Administrator Class 0.85%; Institutional Class 0.60%

17. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class A to the Small Cap Opportunities Fund. Effective on or about August 1, 2018, the net operating expense ratio for Class A will be 0.93% through July 31, 2020.

18. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust was notified of reductiosn to the net operating expense ratio (NOER) for each share class of the Specialized Technology Fund. Effective August 1, 2018 the NOERs will be as follows through July 31, 2019: Class A 1.38%; Class C 2.13%; Administrator Class 1.28%; Institutional Class 1.03%

19. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust was notified of reductions to the net operating expense ratio (NOER) for each share class of the Special Mid Cap Value Fund. Effective February 1, 2019 the NOERs will be as follows through January 31, 2020: Class A 1.16%; Class C 1.91%; Class R 1.41%; Class R6 0.73%; Administrator Class 1.08%; Institutional Class 0.83%

20. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Strategic Municipal Bond Fund with a net operating expense ratio of 0.43%, effective on or about August 1, 2018 through October 31, 2019.

21. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of Class R6 to the Ultra Short-Term Municipal Income Fund with a net operating expense ratio of 0.32%, effective on or about August 1, 2018 through October 31, 2019.

22. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Conservative Allocation Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.

23. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Equity Fund with a net operating expense ratio f 0.42%, effective on or about August 1, 2018 through September 30, 2019.

24. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Growth Allocation Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.

25. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Growth Balanced Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.

26. On May 23, 2018 the Board of Trustees of Xxxxx Fargo Funds Trust approved the establishment of an Institutional Class to the WealthBuilder Moderate Balanced Fund with a net operating expense ratio of 0.42%, effective on or about August 1, 2018 through September 30, 2019.

The foregoing schedule of capped operating expense ratios is agreed to as of June 1, 2018 and shall remain in effect until changed in writing by the parties.

XXXXX FARGO FUNDS TRUST

By:

Xxxxxx Xxxx

President

XXXXX FARGO FUNDS MANAGEMENT, LLC

By:
Xxxx Xxxxx

Senior Vice President

As of May 18, 2004

Amended and Restated Fee and Expense Agreement

Schedule B

XXXXX FARGO FUNDS TRUST

Not Subject to Capped Operating Expense Ratios

Name of Fund/Class

Date of Removal from Schedule A

Document Metadata

Table of Contents

AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT

Institutional Class

Document Metadata