EX-99. (d)(2)
SCHEDULE A
FEE AND EXPENSE AGREEMENT
XXXXX FARGO FUNDS TRUST
(CAPPED OPERATING EXPENSE RATIOS)
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
AGGRESSIVE ALLOCATION FUND
Administrator Class 1.00% January 31, 2008
ASIA PACIFIC FUND
Class A 1.60% January 31, 2008
Class C 2.35% January 31, 2008
Investor Class 1.65% January 31, 2008
ASSET ALLOCATION FUND
Class A 1.15% January 31, 2008
Class B 1.90% January 31, 2008
Class C 1.90% January 31, 2008
Administrator Class 0.90% January 31, 2008
BALANCED FUND/1/
Investor Class 1.25% January 31, 2008
C&B LARGE CAP VALUE FUND
Class A 1.20% January 31, 2008
Class B 1.95% January 31, 2008
Class C 1.95% January 31, 2008
Class D/2/ 1.20% January 31, 2008
Administrator Class 0.95% January 31, 2008
Institutional Class 0.70% January 31, 2008
C&B MID CAP VALUE FUND
Class A 1.40% February 29, 2008
Class B 2.15% February 29, 2008
Class C 2.15% February 29, 2008
Class D/3/ 1.25% February 29, 2008
Administrator Class 1.15% February 29, 2008
Institutional Class 0.90% February 29, 2008
CALIFORNIA LIMITED-TERM TAX-FREE FUND
Class A 0.85% October 31, 2008
Class C 1.60% October 31, 2008
Administrator Class 0.60% October 31, 2008
----------
/1/ On November 7, 2007, the Board of Trustees approved the merger of the
Balanced Fund into the Asset Allocation Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/2/ On November 7, 2007, the Board of Trustees approved the merger of the Value
Fund into the C&B Large Cap Value Fund and share class modification.
Subject to shareholder approval of the Fund merger, Class D will change to
Investor Class and the capped expense ratios for Class A, B and C will be
reduced by 5 bps to 1.15%, 1.90% and 1.90%, respectively. These changes are
expected to occur before the end of third quarter of 2008.
/3/ On November 7, 2007, the Board of Trustees approved the share class
modification of the C&B Mid Cap Value Fund. Before the end of the third
quarter of 2008, Class D will change to Investor Class and the capped
expense ratios for Class A, B and C will be reduced by 20 bps to 1.15%,
1.90% and 1.90%, respectively.
A-1
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
CALIFORNIA TAX-FREE FUND
Class A 0.80% October 31, 2008
Class B 1.55% October 31, 2008
Class C 1.55% October 31, 2008
Administrator Class 0.55% October 31, 2008
CALIFORNIA TAX-FREE MONEY MARKET FUND/4/
Class A 0.65% June 30, 2008
Service Class 0.45% June 30, 2008
CALIFORNIA TAX-FREE MONEY MARKET TRUST 0.20% June 30, 2008
CAPITAL GROWTH FUND
Class A 1.25% November 30, 2008
Class C 2.00% November 30, 2008
Administrator Class 0.94% November 30, 2008
Institutional Class 0.75% November 30, 2008
Investor Class 1.37% November 30, 2008
CASH INVESTMENT MONEY MARKET FUND
Administrator Class 0.35% June 30, 2008
Service Class 0.50% June 30, 2008
Institutional Class 0.20% June 30, 2008
Select Class 0.13% June 30, 2008
COLORADO TAX-FREE FUND/5/
Class A 0.85% October 31, 2008
Class B 1.60% October 31, 2008
Administrator Class 0.60% October 31, 2008
COMMON STOCK FUND
Class A 1.31% February 29, 2008
Class B 2.06% February 29, 2008
Class C 2.06% February 29, 2008
Class Z/6/ 1.29% February 29, 2008
CONSERVATIVE ALLOCATION FUND
Administrator Class 0.85% January 31, 2008
CORPORATE BOND FUND/7/
Advisor Class 0.95% September 30, 2008
Investor Class 0.98% September 30, 2008
Institutional Class 0.61% September 30, 2008
----------
/4/ On February 6, 2008, the Board of Trustees approved the addition of an
Institutional Class to the California Tax-Free Money Market Fund. Effective
on or about March 31, 2008, the new class will have a capped operating
expense ratio of 0.20% with an expiration date of June 30, 2009.
/5/ On February 6, 2008, the Board of Trustees approved the addition of Class C
to the Colorado Tax-Free Fund. Effective on or about March 31, 2008, the
new class will have a capped operating expense ratio of 1.60% with an
expiration date of October 31, 2009.
/6/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Common Stock Fund. Before the end of the third quarter
of 2008, Class Z will change to Investor Class.
/7/ On November 7, 2007, the Board of Trustees approved the merger of the
Corporate Bond Fund into the Income Plus Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
A-2
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
DISCOVERY FUND
Class A 1.33% February 29, 2008
Class C 2.08% February 29, 2008
Administrator Class 1.15% February 29, 2008
Investor Class 1.38% February 29, 2008
Institutional Class 0.95% February 29, 2008
DIVERSIFIED BOND FUND
Administrator Class 0.70% September 30, 2008
DIVERSIFIED EQUITY FUND
Class A 1.25% January 31, 2008
Class B 2.00% January 31, 2008
Class C 2.00% January 31, 2008
Administrator Class 1.00% January 31, 2008
DIVERSIFIED SMALL CAP FUND
Administrator Class 1.20% January 31, 2008
DIVIDEND INCOME FUND/8/
Administrator Class 0.96% November 30, 2008
Investor Class 1.37% November 30, 2008
EMERGING GROWTH FUND/9/
Administrator Class 1.20% January 31, 2008
Investor Class 1.49% January 31, 2008
EMERGING MARKETS EQUITY FUND
Class A 1.90% January 31, 2008
Class B 2.65% January 31, 2008
Class C 2.65% January 31, 2008
Administrator Class 1.60% January 31, 2008
ENDEAVOR LARGE CAP FUND/10/
Class A 1.25% November 30, 2008
Class B 2.00% November 30, 2008
Class C 2.00% November 30, 2008
ENDEAVOR SELECT FUND
Class A 1.25% November 30, 2008
Class B 2.00% November 30, 2008
Class C 2.00% November 30, 2008
Administrator Class 1.00% November 30, 2008
Institutional Class 0.80% November 30, 2008
----------
/8/ On November 7, 2007, the Board of Trustees approved a sub-adviser change to
the Dividend Income Fund. Subject to shareholder approval a new
sub-advisory agreement, Class A, Class C and Institutional Class will be
added and the Fund will be renamed the Large Company Value Fund before the
end of the third quarter of 2008. The new classes will have the following
capped operating expense ratio with a renewal date of November 30, 2009:
Class A 1.25%; Class C 2.00%; and Institutional Class 0.75%.
/9/ On November 7, 2007, the Board of Trustees approved the addition of Class
A, Class C and Institutional Class to the Emerging Growth Fund. The new
classes will become effective on or about March 31, 2008 with the following
capped operating expense ratios and an expiration date of January 31, 2009:
Class A 1.45%; Class C 2.20%; and Institutional Class 0.95%.
/10/ On November 7, 2007, the Board of Trustees approved the merger of the
Endeavor Large Cap Fund into the Capital Growth Fund. The fund merger is
expected to occur before the end of the third quarter of 2008.
A-3
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
ENTERPRISE FUND/11/
Advisor Class 1.40% February 29, 2008
Administrator Class 1.15% February 29, 2008
Investor Class/12/ 1.57% February 29, 2008
Institutional Class 0.90% February 29, 2008
EQUITY INCOME FUND
Class A 1.10% January 31, 2008
Class B 1.85% January 31, 2008
Class C 1.85% January 31, 2008
Administrator Class 0.85% January 31, 2008
EQUITY INDEX FUND/13/
Class A 0.62% November 30, 2008
Class B 1.37% November 30, 2008
EQUITY VALUE FUND
Class A 1.25% January 31, 2008
Class B 2.00% January 31, 2008
Class C 2.00% January 31, 2008
Administrator Class 1.00% January 31, 2008
Institutional Class 0.75% January 31, 2008
GOVERNMENT MONEY MARKET FUND
Class A 0.65% June 30, 2008
Service Class 0.50% June 30, 2008
Administrator Class 0.35% June 30, 2008
Institutional Class 0.20% June 30, 2008
GOVERNMENT SECURITIES FUND/14/
Class C 1.70% September 30, 2008
Administrator Class 0.70% September 30, 2008
Advisor Class 0.90% September 30, 2008
Investor Class 0.95% September 30, 2008
Institutional Class 0.48% September 30, 2008
----------
/11/ On November 7, 2007, the Board of Trustees approved the addition of Class C
to the Enterprise Fund effective on or about March 31, 2008. The capped
operating expense ratio for Class C will be 2.15% with an expiration date
of February 28, 2009. In addition, the Board of Trustees approved a share
class modification to change the Advisor Class to Class A which is expected
to occur before the end of the third quarter of 2008.
/12/ On March 30, 2007 the Board of Trustees were notified of a decrease to the
capped operating expense ratio for the Enterprise Fund Investor Class.
Effective March 1, 2008, the fee will decrease from 1.57% to 1.49%.
/13/ On November 7, 2007, the Board of Trustees approved the merger of the
Equity Index Fund into the Index Fund. The fund merger is expected to occur
before the end of the third quarter of 2008.
/14/ On November 7, 2007, the Board of Trustees approved the merger of the
Intermediate Government Income Fund into the Government Securities Fund and
share class modification. Subject to shareholder approval of the fund
merger, which is expected to occur before the end of the third quarter of
2008, Class A and Class B shares will be added with the following capped
operating expense ratios and an expiration date of September 30, 2009:
Class A 0.90% and Class B 1.65%. Additionally, Advisor Class will change to
Class A and the capped operating expense ratio for Class C will be reduced
from 1.70% to 1.65%.
A-4
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
GROWTH FUND 2.05% November 30, 2008
Class C 1.30% November 30, 2008
Advisor Class/15/ 0.96% November 30, 2008
Administrator Class 1.42% November 30, 2008
Investor Class 0.80% November 30, 2008
Institutional Class
GROWTH BALANCED FUND
Class A 1.20% January 31, 2008
Class B 1.95% January 31, 2008
Class C 1.95% January 31, 2008
Administrator Class 0.95% January 31, 2008
GROWTH EQUITY FUND
Class A 1.50% January 31, 2008
Class B 2.25% January 31, 2008
Class C 2.25% January 31, 2008
Administrator Class 1.25% January 31, 2008
Institutional Class 1.05% January 31, 2008
GROWTH AND INCOME FUND/16/
Advisor Class 1.14% November 30, 2008
Administrator Class 0.96% November 30, 2008
Investor Class 1.31% November 30, 2008
Institutional Class 0.66% November 30, 2008
HERITAGE MONEY MARKET FUND
Administrator Class 0.35% June 30, 2008
Institutional Class 0.20% June 30, 2008
Select Class 0.13% June 30, 2008
HIGH INCOME FUND/17/
Advisor Class 0.86% September 30, 2008
Investor Class 0.86% September 30, 2008
Institutional Class 0.50% September 30, 2008
HIGH YIELD BOND FUND/18/
Class A 1.15% September 30, 2008
Class B 1.90% September 30, 2008
Class C 1.90% September 30, 2008
----------
/15/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Growth Fund. Before the end of the third quarter of
2008, Advisor Class will change to Class A.
/16/ On November 7, 2007, the Board of Trustees approved the merger of the Large
Company Core Fund into the Growth and Income Fund. The fund merger will
occur before the end of the third quarter of 2008 and the Growth and Income
Fund will change its name to the Large Company Core Fund. At the time of
the merger, Class B and Class C shares will be added, each with capped
operating expense ratios of 1.89% and an expiration date of November 30,
2009, and the Advisor Class will change to Class A. In addition, the capped
operating expense ratio for the Administrator Class will decrease from
0.96% to 0.95%.
/17/ On November 7, 2007, the Board of Trustees approved the merger of the High
Yield Bond Fund into the High Income Fund and share class modification.
Subject to shareholder approval of the fund merger, Class B and C shares
will be added before the end of the third quarter of 2008. Class B and C
will each have 1.65% capped operating expense ratios and an expiration date
of September 30, 2009. Additionally, Advisor Class will change to Class A
and the capped expense ratio will increase from 0.86% to 0.90% effective
October 1, 2008.
/18/ On November 7, 2007, the Board of Trustees approved the merger of the High
Yield Bond Fund into the High Income Fund. Subject to shareholder approval,
the fund merger is expected to occur before the end of the third quarter of
2008.
A-5
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
INCOME PLUS FUND/19/
Class A 1.00% September 30, 2008
Class B 1.75% September 30, 2008
Class C 1.75% September 30, 2008
INDEX FUND/20/
Administrator Class 0.25% January 31, 2008
Investor Class 0.45% January 31, 2008
INFLATION-PROTECTED BOND FUND
Class A 0.85% September 30, 2008
Class B 1.60% September 30, 2008
Class C 1.60% September 30, 2008
Administrator Class 0.60% September 30, 2008
INTERMEDIATE GOVERNMENT INCOME FUND/21/
Class A 0.95% September 30, 2008
Class B 1.70% September 30, 2008
Class C 1.70% September 30, 2008
Administrator Class 0.70% September 30, 2008
INTERMEDIATE TAX-FREE FUND/22/
Class A 0.70% October 31, 2008
Class C 1.45% October 31, 2008
Investor Class 0.75% October 31, 2008
INTERNATIONAL CORE FUND
Class A 1.50% January 31, 2008
Class B 2.25% January 31, 2008
Class C 2.25% January 31, 2008
Administrator Class 1.25% January 31, 2008
----------
/19/ On November 7, 2007, the Board of Trustees approved the merger of the
Corporate Bond Fund into the Income Plus Fund and the addition of Investor
and Institutional Classes. Subject to shareholder approval before the end
of the third quarter of 2008, the new classes will have the following
capped operating expense ratios with an expiration date of September 30,
2009: Investor Class 0.94% and Institutional Class 0.61%. In addition, the
capped operating expense ratios for Class A, B and C will be reduced by 10
bps to 0.90%, 1.65% and 1.65%, respectively.
/20/ On November 7, 2007, the Board of Trustees approved the merger of the
Equity Index Fund into the Index Fund. The fund merger is expected to occur
before the end of the third quarter of 2008. Upon the fund merger, Class A
and Class B shares will be added with the following capped operating
expense ratios and an expiration date of January 31, 2009: Class A 0.62%
and Class B 1.37%.
/21/ On November 7, 2007, the Board of Trustees approved the merger of the
Intermediate Government Income Fund into the Government Securities Fund.
Subject to shareholder approval, the fund merger is expected to occur
before the end of the third quarter of 2008.
/22/ On November 7, 2007, the Board of Trustees approved the addition of
Administrator and Institutional Classes and the name change from the
Intermediate Tax-Free Fund to the Intermediate Tax/AMT-Free Fund, effective
November 1, 2008. Effective on or about March 31, 2008, the new classes
will have the following capped operating expense ratios with an expiration
date of October 31, 2009: Administrator Class 0.60% and Institutional Class
0.42%.
A-6
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND/23/ 1.50% January 31, 2008
Class A 2.25% January 31, 2008
Class B 2.25% January 31, 2008
Class C 1.25% January 31, 2008
Administrator Class 1.05% January 31, 2008
Institutional Class
INTERNATIONAL VALUE FUND
Class A 1.50% January 31, 2008
Class B 2.25% January 31, 2008
Class C 2.25% January 31, 2008
Administrator Class 1.25% January 31, 2008
Institutional Class 1.05% January 31, 2008
LARGE CAP APPRECIATION FUND
Class A 1.25% January 31, 2008
Class B 2.00% January 31, 2008
Class C 2.00% January 31, 2008
Administrator Class 1.00% January 31, 2008
Institutional Class 0.70% January 31, 2008
LARGE CAP GROWTH FUND
Investor Class 1.19% November 30, 2008
LARGE COMPANY CORE FUND/24/
Class A 1.25% November 30, 2008
Class B 2.00% November 30, 2008
Class C 2.00% November 30, 2008
Class Z 1.37% November 30, 2008
Administrator Class 0.95% November 30, 2008
LARGE COMPANY GROWTH FUND
Class A 1.20% January 31, 2008
Class B 1.95% January 31, 2008
Class C 1.95% January 31, 2008
Class Z /25/ 1.27% January 31, 2008
Administrator Class 0.95% January 31, 2008
Institutional Class 0.75% January 31, 2008
LIFE STAGE - AGGRESSIVE PORTFOLIO/26/
Investor Class 1.45% June 30, 2008
----------
/23/ On November 7, 2007, the Board of Trustees approved the merger of the
Overseas Fund into the International Equity Fund and addition of the
Investor Class. Subject to shareholder of the fund merger before the end of
the third quarter of 2008, the Investor Class will be added and the capped
operating expense ratio will be 1.46% with an expiration date of January
31, 2009. In addition, the following capped operating expense ratios will
be reduced: Class A from 1.50% to 1.41%; Class B from 2.25% to 2.16%; Class
C from 2.25% to 2.16%; and Institutional Class from 1.05% to 0.99%.
/24/ On November 7, 2007, the Board of Trustees approved the merger of the Large
Company Core Fund into the Growth and Income Fund. The fund merger is
expected to occur before the end of the third quarter of 2008.
/25/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Large Company Growth Fund. Before the end of the third
quarter of 2008, Class Z will change to Investor Class.
/26/ On November 7, 2007, the Board of Trustees approved the merger of the Life
Stage - Aggressive Portfolio into the Aggressive Allocation Fund. Subject
to shareholder approval, the fund merger is expected to occur before the
end of the third quarter of 2008.
A-7
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
LIFE STAGE - CONSERVATIVE PORTFOLIO/27/
Investor Class 1.25% June 30, 2008
LIFE STAGE - MODERATE PORTFOLIO/28/
Investor Class 1.35% June 30, 2008
MID CAP DISCIPLINED FUND
Class A 1.25% February 29, 2008
Class C 2.00% February 29, 2008
Administrator Class 1.15% February 29, 2008
Institutional Class 0.90% February 29, 2008
Investor Class 1.31% February 29, 2008
MID CAP GROWTH FUND/29/
Class A 1.40% February 29, 2008
Class B 2.15% February 29, 2008
Class C 2.15% February 29, 2008
Class Z/30/ 1.57% February 29, 2008
MINNESOTA MONEY MARKET FUND
Class A 0.80% June 30, 2008
MINNESOTA TAX-FREE FUND
Class A 0.85% October 31, 2008
Class B 1.60% October 31, 2008
Class C 1.60% October 31, 2008
Class Z/31/ 0.75% October 31, 2008
Administrator Class 0.60% October 31, 2008
MODERATE BALANCED FUND
Class A 1.15% January 31, 2008
Class B 1.90% January 31, 2008
Class C 1.90% January 31, 2008
Administrator Class 0.90% January 31, 2008
MONEY MARKET FUND
Class A 0.76% June 30, 2008
Class B 1.51% June 30, 2008
Investor Class 0.65% June 30, 2008
MONEY MARKET TRUST 0.20% June 30, 2008
----------
/27/ On November 7, 2007, the Board of Trustees approved the merger of the Life
Stage - Conservative Portfolio into the Moderate Balanced Fund. Subject to
shareholder approval, the fund merger is expected to occur before the end
of the third quarter of 2008.
/28/ On November 7, 2007, the Board of Trustees approved the merger of the Life
Stage - Moderate Portfolio into the Growth Balanced Fund. Subject to
shareholder approval, the fund merger is expected to occur before the end
of the third quarter of 2008.
/29/ On November 7, 2007, the Board of Trustees approved the addition of
Administrator and Institutional Classes to the Mid Cap Growth Fund,
effective on or about March 31, 2008. The new classes will have the
following capped operating expense ratios with an expiration date of
February 28, 2009: Administrator Class 1.15% and Institutional Class 0.90%.
Additionally, the Board of Trustees approved a share class modification to
change Class Z to Investor Class, which is expected to occur before the end
of the third quarter of 2008.
/30/ On March 30, 2007 the Board of Trustees were notified of a decrease to the
capped operating expense ratio for the Mid Cap Growth Fund Class Z.
Effective March 1, 2008, the fee will decrease from 1.57% to 1.49%.
/31/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Minnesota Tax-Free Fund. Before the end of the third
quarter of 2008, Class Z will change to Administrator Class and its capped
operating expense ratio will be reduced from 0.75% to 0.60%.
A-8
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
MUNICIPAL BOND FUND/32/
Class A 0.85% October 31, 2008
Class B 1.60% October 31, 2008
Class C 1.60% October 31, 2008
Administrator Class 0.60% October 31, 2008
Investor Class 0.80% October 31, 2008
MUNICIPAL MONEY MARKET FUND/33/
Investor Class 0.64% June 30, 2008
NATIONAL LIMITED-TERM TAX-FREE FUND/34/
Class A 0.80% October 31, 2008
Class B 1.55% October 31, 2008
Class C 1.55% October 31, 2008
Administrator Class 0.60% October 31, 2008
NATIONAL TAX-FREE FUND/35/
Class A 0.85% October 31, 2008
Class B 1.60% October 31, 2008
Class C 1.60% October 31, 2008
Administrator Class 0.60% October 31, 2008
NATIONAL TAX-FREE MONEY MARKET FUND
Class A 0.65% June 30, 2008
Service Class 0.45% June 30, 2008
Institutional Class 0.20% June 30, 2008
Administrator Class 0.30% June 30, 2008
NATIONAL TAX-FREE MONEY MARKET TRUST 0.20% June 30, 2008
OPPORTUNITY FUND/36/
Advisor Class 1.29% February 29, 2008
Administrator Class 1.04% February 29, 2008
Investor Class 1.35% February 29, 2008
OVERLAND EXPRESS SWEEP FUND 1.08% June 30, 2008
----------
/32/ On November 7, 2007, the Board of Trustees approved the merger of the
National Tax-Free Fund into the Municipal Bond Fund and addition of an
Institutional Class. Before the end of the third quarter of 2008 and
subject to shareholder approval of the fund merger, the Institutional Class
will be added with a capped operating expense ratio of 0.42% and an
expiration date of October 31, 2009. In addition, the capped operating
expense ratios for Classes A, B and C will be reduced by 10bps to 0.75%,
1.50% and 1.50%, respectively.
/33/ On February 6, 2008, the Board of Trustees approved the addition of the
Institutional Class to the Municipal Money Market Fund. Effective on or
about March 31, 2008, the new class will have a capped operating expense
ratio of 0.20% with an expiration date of June 30, 2009.
/34/ On November 7, 2007, the Board of Trustees approved the merger of the
National Limited-Term Tax-Free Fund into the Short-Term Municipal Bond
Fund. Subject to shareholder approval, the fund merger is expected to occur
before the end of the third quarter of 2008.
/35/ On November 7, 2007, the Board of Trustees approved the merger of the
National Tax-Free Fund into the Municipal Bond Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/36/ On November 7, 2007, the Board of Trustees approved a share class
modification and the addition of Class C to the Opportunity Fund. Effective
on or about March 31, 2008, the capped operating expense ratio for Class C
will be 2.04% with an expiration date of February 28, 2009. Before the end
of the third quarter of 2008, the Advisor Class will change to Class A.
A-9
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
OVERSEAS FUND/37/ 0.95% January 31, 2008
Institutional Class 1.46% January 31, 2008
Investor Class
PRIME INVESTMENT MONEY MARKET FUND
Service Class 0.55% June 30, 2008
Institutional Class 0.20% June 30, 2008
SHORT DURATION GOVERNMENT BOND FUND
Class A 0.85% September 30, 2008
Class B 1.60% September 30, 2008
Class C 1.60% September 30, 2008
Administrator Class 0.60% September 30, 2008
Institutional Class 0.42% September 30, 2008
SHORT-TERM BOND FUND/38/
Advisor Class 0.80% September 30, 2008
Investor Class 0.85% September 30, 2008
Institutional Class 0.48% September 30, 2008
SHORT-TERM HIGH YIELD BOND FUND/39/
Advisor Class 0.86% September 30, 2008
Investor Class 0.86% September 30, 2008
SHORT-TERM MUNICIPAL BOND FUND/40/
Class C 1.55% October 31, 2008
Investor Class 0.66% October 31, 2008
SMALL CAP DISCIPLINED FUND/41/
Administratator Class 1.20% February 29, 2008
Institutional Class 1.00% February 29, 2008
Investor Class 1.49% February 29, 2008
----------
/37/ On November 7, 2007, the Board of Trustees approved the merger of the
Overseas Fund into the International Equity Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/38/ On November 7, 2007, the Board of Trustees approved a share class
modification and the addition of Class C to the Short-Term Bond Fund.
Effective on or about March 31, 2008, Class C will be added and the capped
operating expense ratio will be 1.55% with an expiration date of September
30, 2009. Additionally, the Board of Trustees approved a share class
modification to change Advisor Class to Class A, which is expected to occur
before the end of the third quarter of 2008.
/39/ On November 7, 2007, the Board of Trustees approved a share class
modification and the addition of Class C to the Short-Term High Yield Bond
Fund. Effective on or about March 31, 2008, the capped operating expense
ratio for Class C will be 1.56% with an expiration date of September 30,
2009. Additionally, the Board of Trustees approved a share class
modification to change Advisor Class to Class A and reduce the Class A
capped operating expense ratio from 0.86% to 0.81%, both of which are
expected to occur before the end of the third quarter of 2008.
/40/ On November 7, 2007, the Board of Trustees approved the merger of the
National Limited-Term Tax-Free Fund into the Short-Term Municipal Bond Fund
and addition of Class A and Institutional Class. Subject to shareholder
approval of the fund merger, the new classes will have the following capped
operating expense ratios with an expiration date of October 31, 2009: Class
A 0.60% and Institutional Class 0.40%. In addition, the Class C capped
operating expense ratio will be reduced by 20 bps from 1.55% to 1.35%.
/41/ On November 7, 2007, the Board of Trustees approved the addition of Class A
and Class C to the Small Cap Disciplined Fund, effective on or about March
31, 2008. The new classes will have the following capped operating expense
ratios with an expiration date of February 28, 2009: Class A 1.45% and
Class C 2.20%.
A-10
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
SMALL CAP GROWTH FUND
Class A 1.40% February 29, 2008
Class B 2.15% February 29, 2008
Class C 2.15% February 29, 2008
Class Z/42/ /43/ 1.57% February 29, 2008
Administrator Class 1.20% February 29, 2008
Institutional Class 0.90% February 29, 2008
SMALL CAP OPPORTUNITIES FUND
Administrator Class 1.20% February 29, 2008
SMALL CAP VALUE FUND
Class A 1.44% February 29, 2008
Class B 2.19% February 29, 2008
Class C 2.19% February 29, 2008
Class Z/44/ 1.36% February 29, 2008
Institutional Class 0.95% February 29, 2008
SMALL COMPANY GROWTH FUND/45/
Class A 1.45% January 31, 2008
Class B 2.20% January 31, 2008
Class C 2.20% January 31, 2008
Administrator Class 1.20% January 31, 2008
SMALL COMPANY VALUE FUND
Class A 1.45% January 31, 2008
Class B 2.20% January 31, 2008
Class C 2.20% January 31, 2008
Administrator Class 1.20% January 31, 2008
SMALL/MID CAP VALUE FUND
Class A 1.40% February 29, 2008
Class C 2.15% February 29, 2008
Administrator Class 1.15% February 29, 2008
Investor Class 1.49% February 29, 2008
Institutional Class 0.95% February 29, 2008
SPECIALIZED FINANCIAL SERVICES FUND
Class A 1.35% February 29, 2008
Class B 2.10% February 29, 2008
Class C 2.10% February 29, 2008
----------
/42/ On March 30, 2007 the Board of Trustees were notified of a decrease to the
capped operating expense ratio for the Small Cap Growth Fund Class Z.
Effective March 1, 2008, the fee will decrease from 1.57% to 1.49%.
/43/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Small Cap Growth Fund. Before the end of the third
quarter of 2008, Class Z will change to Investor Class.
/44/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Small Cap Value Fund. Before the end of the third
quarter of 2008, Class Z will change to Investor Class.
/45/ On February 6, 2008, the Board of Trustees approved the addition of the
Institutional Class to the Small Company Growth Fund. Effective on or about
March 31, 2008, the new class will have a capped operating expense ratio of
0.95% with an expiration date of January 31, 2009.
A-11
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
SPECIALIZED TECHNOLOGY FUND 1.75% February 29, 2008
Class A 2.50% February 29, 2008
Class B 2.50% February 29, 2008
Class C 1.90% February 29, 2008
Class Z/46/ /47/
STABLE INCOME FUND
Class A 0.85% September 30, 2008
Class B 1.60% September 30, 2008
Class C 1.60% September 30, 2008
Administrator Class 0.65% September 30, 2008
STRATEGIC INCOME FUND
Class A 1.10% September 30, 2008
Class B 1.85% September 30, 2008
Class C 1.85% September 30, 2008
STRATEGIC SMALL CAP VALUE FUND
Class A 1.45% January 31, 2008
Class C 2.20% January 31, 2008
Administrator Class 1.20% January 31, 2008
TARGET TODAY FUND
Class A 1.15% June 30, 2008
Class B 1.90% June 30, 2008
Class C 1.90% June 30, 2008
Administrator Class 0.85% June 30, 2008
Institutional Class 0.62% June 30, 2008
Investor Class 0.91% June 30, 2008
TARGET 2010 FUND
Class A 1.18% June 30, 2008
Class B 1.93% June 30, 2008
Class C 1.93% June 30, 2008
Administrator Class 0.88% June 30, 2008
Institutional Class 0.65% June 30, 2008
Investor Class 0.94% June 30, 2008
TARGET 2015 FUND
Investor 0.95% June 30, 2008
Institutional 0.66% June 30, 2008
Administrator 0.89% June 30, 2008
TARGET 2020 FUND
Class A 1.20% June 30, 2008
Class B 1.95% June 30, 2008
Class C 1.95% June 30, 2008
Administrator Class 0.90% June 30, 2008
Institutional Class 0.67% June 30, 2008
Investor Class 0.96% June 30, 2008
----------
/46/ On March 30, 2007 the Board of Trustees were notified of a decrease to the
capped operating expense ratio for the Specialized Technology Fund Class Z.
Effective March 1, 2008, the fee will decrease from 1.90% to 1.87%.
/47/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Specialized Technology Fund. Before the end of the
third quarter of 2008, Class Z will change to Investor Class.
A-12
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
TARGET 2025 FUND
Investor 0.96% June 30, 2008
Institutional 0.67% June 30, 2008
Administrator 0.90% June 30, 2008
TARGET 2030 FUND
Class A 1.21% June 30, 2008
Class B 1.96% June 30, 2008
Class C 1.96% June 30, 2008
Administrator Class 0.91% June 30, 2008
Institutional Class 0.68% June 30, 2008
Investor Class 0.97% June 30, 2008
TARGET 2035 FUND
Investor 0.98% June 30, 2008
Institutional 0.69% June 30, 2008
Administrator 0.92% June 30, 2008
TARGET 2040 FUND
Class A 1.22% June 30, 2008
Class B 1.97% June 30, 2008
Class C 1.97% June 30, 2008
Administrator Class 0.92% June 30, 2008
Institutional Class 0.69% June 30, 2008
Investor Class 0.98% June 30, 2008
TARGET 2045 FUND
Investor 0.99% June 30, 2008
Institutional 0.70% June 30, 2008
Administrator 0.93% June 30, 2008
TARGET 2050 FUND
Investor Class 0.98% June 30, 2008
Institutional Class 0.69% June 30, 2008
Administrator Class 0.92% June 30, 2008
TOTAL RETURN BOND FUND
Class A 0.90% September 30, 2008
Class B 1.65% September 30, 2008
Class C 1.65% September 30, 2008
Administrator Class 0.70% September 30, 2008
Institutional Class 0.42% September 30, 2008
Class Z/48/ 0.95% September 30, 2008
TREASURY PLUS MONEY MARKET FUND/49/
Class A 0.65% June 30, 2008
Service Class 0.50% June 30, 2008
Institutional Class 0.20% June 30, 2008
----------
/48/ On November 7, 2007, the Board of Trustees approved the share class
modification of the Total Return Bond Fund. Before the end of the third
quarter of 2008, Class Z will change to Investor Class.
/49/ On February 6, 2008, the Board of Trustees approved the addition of the
Administrative Class to the Treasury Plus Money Market Fund. Effective on
or about March 31, 2008, the new class will have a capped operating expense
ratio of 0.35% with an expiration date of June 30, 2009.
A-13
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
ULTRA-SHORT DURATION BOND FUND/50/
Class A 0.75% September 30, 2008
Class B 1.50% September 30, 2008
Class C 1.50% September 30, 2008
Class Z 0.79% September 30, 2008
ULTRA SHORT-TERM INCOME FUND/51/
Administrator Class 0.55% September 30, 2008
Advisor Class 0.70% September 30, 2008
Investor Class 0.75% September 30, 2008
Institutional Class 0.35% September 30, 2008
ULTRA SHORT-TERM MUNICIPAL INCOME FUND/52/
Advisor Class 0.72% October 31, 2008
Investor Class 0.72% October 31, 2008
Institutional Class 0.37% October 31, 2008
U.S. VALUE FUND
Class A 1.25% November 30, 2008
Class B 2.00% November 30, 2008
Class C 2.00% November 30, 2008
Class Z/53/ 1.32% November 30, 2008
Administrator Class 0.96% November 30, 2008
VALUE FUND/54/
Class A 1.20% November 30, 2008
Class B 1.95% November 30, 2008
Class C 1.95% November 30, 2008
Investor Class 1.20% November 30, 2008
Administrator Class 0.95% November 30, 2008
WEALTHBUILDER CONSERVATIVE ALLOCATION PORTFOLIO 1.50% September 30, 2008
WEALTHBUILDER EQUITY PORTFOLIO 1.50% September 30, 2008
WEALTHBUILDER GROWTH ALLOCATION PORTFOLIO 1.50% September 30, 2008
WEALTHBUILDER GROWTH BALANCED PORTFOLIO 1.50% September 30, 2008
WEALTHBUILDER MODERATE BALANCED PORTFOLIO 1.50% September 30, 2008
WEALTHBUILDER TACTICAL EQUITY PORTFOLIO 1.50% September 30, 2008
----------
/50/ On November 7, 2007, the Board of Trustees approved the merger of the
Ultra-Short Duration Bond Fund into the Ultra Short-Term Income Fund. The
fund merger is expected to occur before the end of the third quarter of
2008.
/51/ On November 7, 2007, the Board of Trustees approved the merger of the
Ultra-Short Duration Bond Fund into the Ultra Short-Term Income Fund and a
share class modification. Before the end of the third quarter of 2008,
Class C shares will be added with a capped operating expense ratio of 1.45%
and an expiration date of September 30, 2009 and Advisor Class will change
to Class A.
/52/ On November 7, 2007, the Board of Trustees approved a share class
modification and the addition of Class C to the Ultra Short-Term Municipal
Income Fund. Effective on or about March 31, 2008, Class C will be added
with a capped operating expense ratio of 1.42% and an expiration date of
October 31, 2009. Before the end of the third quarter of 2008, the Advisor
Class will change to Class A and its capped operating expense ratio will
reduce from 0.72% to 0.67%.
/53/ On November 7, 2007, the Board of Trustees approved the share class
modification of the U.S. Value Fund. Before the end of the third quarter of
2008, Class Z will change to Investor Class.
/54/ On November 7, 2007, the Board of Trustees approved the merger of the Value
Fund into the C&B Large Cap Value Fund. Subject to shareholder approval,
the fund merger is expected to occur before the end of the third quarter of
2008.
A-14
CAPPED OPERATING
FUNDS/CLASSES EXPENSE RATIO EXPIRATION / RENEWAL DATE
----------------------------------------------------------------------------------------------
WISCONSIN TAX-FREE FUND/55/
Class C 1.49% October 31, 2008
Investor Class 0.75% October 31, 2008
100% TREASURY MONEY MARKET FUND
Class A 0.65% June 30, 2008
Service Class 0.50% June 30, 2008
Schedule A amended: February 6, 2008
----------
/55/ On November 7, 2007, the Board of Trustees approved the addition of Class A
to the Wisconsin Tax-Free Fund, effective on or about March 31, 2008. The
capped operating expense ratio for Class A will be 0.70% with an expiration
date of October 31, 2009.
A-15
The foregoing schedule of capped operating expense ratios is agreed to as
of February 6, 2008 and shall remain in effect until changed in writing by the
parties.
XXXXX FARGO FUNDS TRUST
By:
----------------------------------------
X. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
----------------------------------------
Xxxxxx Xxxx
Executive Vice President
A-16
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
--------------------------------------------------------------------------------
