Exhibit 99.B(H)(6)
FEE AND EXPENSE AGREEMENT BETWEEN
XXXXX FARGO VARIABLE TRUST AND
XXXXX FARGO BANK, N.A.
THIS AGREEMENT is made as of this 20th day of September, 1999 by and
among Xxxxx Fargo Variable Trust (the "Trust"), a Delaware business trust, for
itself and on behalf of its series listed on Schedule A-1 and A-2 attached
hereto, and Xxxxx Fargo Bank, N.A., a banking association organized under the
laws of the United States.
WHEREAS, the Trust is an open-end investment company registered under
the Investment Company Act of 1940;
WHEREAS, Xxxxx Fargo Bank, N.A. (the Adviser") serves as investment
advisor and/or the administrator to each of the series of the Trust pursuant to
an investment advisory agreement (the "Investment Advisory Agreement") and/or an
Administration Agreement ("Administration Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Limitation of Total Operating Expense Ratios--Investment Advisory,
Administration Fee Ratios and Other Expenses. The parties hereby agree that the
Advisor shall waive any advisory fees payable to it under the Investment
Advisory Agreements, waive any administration fees payable to it under the
Administration Agreements, or reimburse other expenses of each fund to the
extent necessary to not exceed the total operating expense ratios ("Capped
Operating Expense Ratios") for each fund, as set forth in Schedule A attached
hereto.
2. Duration of the Agreement. The parties agree that Xxxxx Fargo will
maintain the total operating expense ratios for each fund listed in Schedule A
for a period of one year from the closing of the reorganization of the Xxxxx
Fargo and Norwest Advantage Fund families ("Absolute Waiver Period"). After the
Absolute Waiver Period has ended, the parties agree that the Capped Operating
Expense Ratios for each Fund may be increased only with the approval of the
Board of Trustees of the Trust.
4. Entire Agreement; Modification; Amendment. This 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 enforceability of any such other provision or agreement. In addition, each
provision herein shall be treated as separate and independent with respect to
each fund of the Trust. No modification or amendment of this Agreement shall be
binding unless in writing and executed by the Advisor and the appropriate
Trust(s).
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date above first written.
XXXXX FARGO VARIABLE TRUST, for XXXXX FARGO BANK, N.A.
itself and on behalf of its series
listed on Schedule A attached hereto
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx
-------------------------------- -------------------------------
Xxxxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxx
Assistant Secretary Executive Vice President
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxxxxx X. Xxxxxxxxx
Vice President
SCHEDULE A
XXXXX FARGO VARIABLE TRUST
Capped operating expense ratios for
an absolute waiver period of one year
from closing of the reorganization
Name of fund Capped operating
expense ratio
--------------------------------------------------------------------------------
Asset Allocation 1.00%
--------------------------------------------------------------------------------
Corporate Bond 0.90%
--------------------------------------------------------------------------------
Equity Value 1.00%
-------------------------------------------------------------------------------
Equity Income 1.00%
-------------------------------------------------------------------------------
Growth 1.00%
-------------------------------------------------------------------------------
Large Company Growth 1.00%
-------------------------------------------------------------------------------
Money Market 0.85%
-------------------------------------------------------------------------------
Small Cap Growth 1.20%
-------------------------------------------------------------------------------
