EX-99.(d)(2)
AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of October 3, 2008, 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, interest or taxes) 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 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.
A-1
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.
A-2
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 October 3, 2008.
XXXXX FARGO FUNDS TRUST, for itself and on XXXXX FARGO FUNDS MANAGEMENT, LLC
behalf of its series listed from time to
time on the Schedules attached hereto
By By
--------------------------------------- --------------------------------
C. Xxxxx Xxxxxxx Xxxxxx Xxxx
Secretary Executive Vice President
XXXXX FARGO MASTER TRUST
By
---------------------------------------
C. Xxxxx Xxxxxxx
Secretary
A-3
SCHEDULE A
FEE AND EXPENSE AGREEMENT
XXXXX FARGO FUNDS TRUST
(CAPPED OPERATING EXPENSE RATIOS)
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Aggressive Allocation Fund
Administrator Class 1.00% January 31, 2010
Asia Pacific Fund
Class A 1.60% January 31, 2010
Class C 2.35% January 31, 2010
Investor Class 1.65% January 31, 2010
Asset Allocation Fund
Class A 1.15% January 31, 2010
Class B 1.90% January 31, 2010
Class C 1.90% January 31, 2010
Administrator Class 0.90% January 31, 2010
C&B Large Cap Value Fund
Class A 1.15% January 31, 2010
Class B 1.90% January 31, 2010
Class C 1.90% January 31, 2010
Administrator Class 0.95% January 31, 2010
Institutional Class 0.70% January 31, 2010
Investor Class 1.20% January 31, 2010
C&B Mid Cap Value Fund
Class A 1.20% February 28, 2010
Class B 1.95% February 28, 2010
Class C 1.95% February 28, 2010
Administrator Class 1.15% February 28, 2010
Institutional Class 0.90% February 28, 2010
Investor Class 1.25% February 28, 2010
California Limited-Term Tax-Free Fund
Class A 0.85% October 31, 2009
Class C 1.60% October 31, 2009
Administrator Class 0.60% October 31, 2009
California Tax-Free Fund
Class A 0.80% October 31, 2009
Class B 1.55% October 31, 2009
Class C 1.55% October 31, 2009
Administrator Class 0.55% October 31, 2009
California Tax-Free Money Market Fund
Class A 0.65% June 30, 2009
Institutional Class 0.20% June 30, 2009
Service Class 0.45% June 30, 2009
California Tax-Free Money Market Trust 0.20% June 30, 2009
A-1
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Capital Growth Fund
Class A 1.25% November 30, 2009
Class C 2.00% November 30, 2009
Administrator Class 0.94% November 30, 2009
Institutional Class 0.75% November 30, 2009
Investor Class 1.35% November 30, 2009
Cash Investment Money Market Fund
Administrator Class 0.35% June 30, 2009
Institutional Class 0.20% June 30, 2009
Select Class 0.13% June 30, 2009
Service Class 0.50% June 30, 2009
Colorado Tax-Free Fund
Class A 0.85% October 31, 2009
Class B 1.60% October 31, 2009
Class C 1.60% October 31, 2009
Administrator Class 0.60% October 31, 2009
Common Stock Fund
Class A 1.26% February 28, 2010
Class B 2.01% February 28, 2010
Class C 2.01% February 28, 2010
Investor Class 1.29% February 28, 2010
Conservative Allocation Fund
Administrator Class 0.85% January 31, 2010
Discovery Fund
Class A 1.33% February 28, 2010
Class C 2.08% February 28, 2010
Administrator Class 1.15% February 28, 2010
Institutional Class 0.95% February 28, 2010
Investor Class 1.38% February 28, 2010
Diversified Bond Fund
Administrator Class 0.70% September 30, 2009
Diversified Equity Fund
Class A 1.25% January 31, 2010
Class B 2.00% January 31, 2010
Class C 2.00% January 31, 2010
Administrator Class 1.00% January 31, 2010
Diversified Small Cap Fund
Administrator Class 1.00% January 31, 2010
Emerging Growth Fund
Class A 1.45% January 31, 2010
Class C 2.20% January 31, 2010
Administrator Class 1.20% January 31, 2010
Institutional Class 0.95% January 31, 2010
Investor Class 1.49% January 31, 2010
Emerging Markets Equity Fund
Class A 1.90% January 31, 2010
Class B 2.65% January 31, 2010
Class C 2.65% January 31, 2010
Administrator Class 1.60% January 31, 2010
A-2
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Endeavor Select Fund
Class A 1.25% November 30, 2009
Class B 2.00% November 30, 2009
Class C 2.00% November 30, 2009
Administrator Class 1.00% November 30, 2009
Institutional Class 0.80% November 30, 2009
Enterprise Fund
Class A 1.35% February 28, 2010
Class C 2.10% February 28, 2010
Administrator Class 1.15% February 28, 2010
Institutional Class 0.90% February 28, 2010
Investor Class 1.45% February 28, 2010
Equity Income Fund
Class A 1.10% January 31, 2010
Class B 1.85% January 31, 2010
Class C 1.85% January 31, 2010
Administrator Class 0.85% January 31, 2010
Equity Value Fund
Class A 1.25% January 31, 2010
Class B 2.00% January 31, 2010
Class C 2.00% January 31, 2010
Administrator Class 1.00% January 31, 2010
Institutional Class 0.75% January 31, 2010
Government Money Market Fund
Class A 0.65% June 30, 2009
Administrator Class 0.35% June 30, 2009
Institutional Class 0.20% June 30, 2009
Service Class 0.50% June 30, 2009
Government Securities Fund
Class A 0.90% September 30, 2009
Class B 1.65% September 30, 2009
Class C 1.65% September 30, 2009
Administrator Class 0.70% September 30, 2009
Institutional Class 0.48% September 30, 2009
Investor Class 0.95% September 30, 2009
Growth Fund
Class A 1.30% November 30, 2009
Class C 2.05% November 30, 2009
Administrator Class 0.96% November 30, 2009
Institutional Class 0.80% November 30, 2009
Investor Class 1.40% November 30, 2009
Growth Balanced Fund
Class A 1.20% January 31, 2010
Class B 1.95% January 31, 2010
Class C 1.95% January 31, 2010
Administrator Class 0.95% January 31, 2010
A-3
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Growth Equity Fund
Class A 1.50% January 31, 2010
Class B 2.25% January 31, 2010
Class C 2.25% January 31, 2010
Administrator Class 1.25% January 31, 2010
Institutional Class 1.05% January 31, 2010
Heritage Money Market Fund
Administrator Class 0.35% June 30, 2009
Institutional Class 0.20% June 30, 2009
Select Class 0.13% June 30, 2009
High Income Fund
Class A 0.90% September 30, 2009
Class B 1.65% September 30, 2009
Class C 1.65% September 30, 2009
Institutional Class 0.50% September 30, 2009
Investor Class 0.95% September 30, 2009
Income Plus Fund
Class A 0.90% September 30, 2009
Class B 1.65% September 30, 2009
Class C 1.65% September 30, 2009
Institutional Class 0.61% September 30, 2009
Investor Class 0.94% September 30, 2009
Index Fund
Class A 0.62% January 31, 2010
Class B 1.37% January 31, 2010
Administrator Class 0.25% January 31, 2010
Investor Class 0.45% January 31, 2010
Inflation-Protected Bond Fund
Class A 0.85% September 30, 2009
Class B 1.60% September 30, 2009
Class C 1.60% September 30, 2009
Administrator Class 0.60% September 30, 2009
Intermediate Tax/AMT-Free Fund
Class A 0.70% October 31, 2009
Class C 1.45% October 31, 2009
Administrator Class 0.60% October 31, 2009
Institutional Class 0.42% October 31, 2009
Investor Class 0.75% October 31, 2009
International Core Fund
Class A 1.50% January 31, 2010
Class B 2.25% January 31, 2010
Class C 2.25% January 31, 2010
Administrator Class 1.25% January 31, 2010
International Equity Fund
Class A 1.41% January 31, 2010
Class B 2.16% January 31, 2010
Class C 2.16% January 31, 2010
Administrator Class 1.25% January 31, 2010
Institutional Class 0.99% January 31, 2010
Investor Class 1.46% January 31, 2010
A-4
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
International Value Fund
Class A 1.50% January 31, 2010
Class B 2.25% January 31, 2010
Class C 2.25% January 31, 2010
Administrator Class 1.25% January 31, 2010
Institutional Class 1.05% January 31, 2010
Large Cap Appreciation Fund
Class A 1.25% January 31, 2010
Class B 2.00% January 31, 2010
Class C 2.00% January 31, 2010
Administrator Class 1.00% January 31, 2010
Institutional Class 0.70% January 31, 2010
Large Cap Growth Fund
Investor Class 1.19% November 30, 2009
Large Company Core Fund
Class A 1.14% November 30, 2009
Class B 1.89% November 30, 2009
Class C 1.89% November 30, 2009
Administrator Class 0.95% November 30, 2009
Investor Class 1.28% November 30, 2009
Institutional Class 0.66% November 30, 2009
Large Company Growth Fund
Class A 1.20% January 31, 2010
Class B 1.95% January 31, 2010
Class C 1.95% January 31, 2010
Administrator Class 0.95% January 31, 2010
Institutional Class 0.75% January 31, 2010
Investor Class 1.27% January 31, 2010
Large Company Value Fund
Class A 1.25% November 30, 2009
Class C 2.00% November 30, 2009
Administrator Class 0.96% November 30, 2009
Institutional Class 0.75% November 30, 2009
Investor Class 1.35% November 30, 2009
Mid Cap Disciplined Fund
Class A 1.25% February 28, 2010
Class C 2.00% February 28, 2010
Administrator Class 1.15% February 28, 2010
Institutional Class 0.90% February 28, 2010
Investor Class 1.31% February 28, 2010
Mid Cap Growth Fund
Class A 1.35% February 28, 2010
Class B 2.10% February 28, 2010
Class C 2.10% February 28, 2010
Administrator Class 1.15% February 28, 2010
Institutional Class 0.90% February 28, 2010
Investor Class 1.45% February 28, 2010
Minnesota Money Market Fund
Class A 0.80% June 30, 2009
A-5
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Minnesota Tax-Free Fund
Class A 0.85% October 31, 2009
Class B 1.60% October 31, 2009
Class C 1.60% October 31, 2009
Administrator Class 0.60% October 31, 2009
Moderate Balanced Fund
Class A 1.15% January 31, 2010
Class B 1.90% January 31, 2010
Class C 1.90% January 31, 2010
Administrator Class 0.90% January 31, 2010
Money Market Fund
Class A 0.76% June 30, 2009
Class B 1.51% June 30, 2009
Investor Class 0.65% June 30, 2009
Money Market Trust 0.20% June 30, 2009
Municipal Bond Fund
Class A 0.75% October 31, 2009
Class B 1.50% October 31, 2009
Class C 1.50% October 31, 2009
Administrator Class 0.60% October 31, 2009
Institutional Class 0.42% October 31, 2009
Investor Class 0.80% October 31, 2009
Municipal Money Market Fund
Institutional Class 0.20% June 30, 2009
Investor Class 0.64% June 30, 2009
National Tax-Free Money Market Fund
Class A 0.65% June 30, 2009
Administrator Class 0.30% June 30, 2009
Institutional Class 0.20% June 30, 2009
Service Class 0.45% June 30, 2009
National Tax-Free Money Market Trust 0.20% June 30, 2009
Opportunity Fund
Class A 1.29% February 28, 2010
Class C 2.04% February 28, 2010
Administrator Class 1.04% February 28, 2010
Investor Class 1.35% February 28, 2010
Overland Express Sweep Fund 1.08% June 30, 2009
Prime Investment Money Market Fund
Institutional Class 0.20% June 30, 2009
Service Class 0.55% June 30, 2009
Short Duration Government Bond Fund
Class A 0.85% September 30, 2009
Class B 1.60% September 30, 2009
Class C 1.60% September 30, 2009
Administrator Class 0.60% September 30, 2009
Institutional Class 0.42% September 30, 2009
A-6
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Short-Term Bond Fund
Class A 0.80% September 30, 2009
Class C 1.55% September 30, 2009
Institutional Class 0.48% September 30, 2009
Investor Class 0.85% September 30, 2009
Short-Term High Yield Bond Fund
Class A 0.81% September 30, 2009
Class C 1.56% September 30, 2009
Investor Class 0.86% September 30, 2009
Short-Term Municipal Bond Fund
Class A 0.60% October 31, 2009
Class C 1.35% October 31, 2009
Institutional Class 0.40% October 31, 2009
Investor Class 0.66% October 31, 2009
Small Cap Disciplined Fund
Class A 1.45% February 28, 2010
Class C 2.20% February 28, 2010
Administrator Class 1.20% February 28, 2010
Institutional Class 1.00% February 28, 2010
Investor Class 1.49% February 28, 2010
Small Cap Growth Fund
Class A 1.40% February 28, 2010
Class B 2.15% February 28, 2010
Class C 2.15% February 28, 2010
Administrator Class 1.20% February 28, 2010
Institutional Class 0.90% February 28, 2010
Investor Class 1.49% February 28, 2010
Small Cap Opportunities Fund
Administrator Class 1.20% February 28, 2010
Small Cap Value Fund
Class A 1.44% February 28, 2010
Class B 2.19% February 28, 2010
Class C 2.19% February 28, 2010
Institutional Class 0.95% February 28, 2010
Investor Class 1.36% February 28, 2010
Small Company Growth Fund
Class A 1.45% January 31, 2010
Class B 2.20% January 31, 2010
Class C 2.20% January 31, 2010
Administrator Class 1.20% January 31, 2010
Institutional Class 0.95% January 31, 2010
Small Company Value Fund
Class A 1.45% January 31, 2010
Class B 2.20% January 31, 2010
Class C 2.20% January 31, 2010
Administrator Class 1.20% January 31, 2010
A-7
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Small/Mid Cap Value Fund
Class A 1.40% February 28, 2010
Class C 2.15% February 28, 2010
Administrator Class 1.15% February 28, 2010
Institutional Class 0.95% February 28, 2010
Investor Class 1.49% February 28, 2010
Social Sustainability Fund
Class A 1.25% November 30, 2009
Class C 2.00% November 30, 2009
Administrator Class 1.00% November 30, 2009
Specialized Financial Services Fund
Class A 1.35% February 28, 2010
Class B 2.10% February 28, 2010
Class C 2.10% February 28, 2010
Specialized Technology Fund
Class A 1.75% February 28, 2010
Class B 2.50% February 28, 2010
Class C 2.50% February 28, 2010
Investor Class 1.85% February 28, 2010
Stable Income Fund
Class A 0.85% September 30, 2009
Class B 1.60% September 30, 2009
Class C 1.60% September 30, 2009
Administrator Class 0.65% September 30, 2009
Strategic Income Fund
Class A 1.10% September 30, 2009
Class B 1.85% September 30, 2009
Class C 1.85% September 30, 2009
Strategic Small Cap Value Fund
Class A 1.45% January 31, 2010
Class C 2.20% January 31, 2010
Administrator Class 1.20% January 31, 2010
Target Today Fund
Class A 1.15% June 30, 2009
Class B 1.90% June 30, 2009
Class C 1.90% June 30, 2009
Administrator Class 0.85% June 30, 2009
Institutional Class 0.62% June 30, 2009
Investor Class 0.91% June 30, 2009
Target 2010 Fund
Class A 1.18% June 30, 2009
Class B 1.93% June 30, 2009
Class C 1.93% June 30, 2009
Administrator Class 0.88% June 30, 2009
Institutional Class 0.65% June 30, 2009
Investor Class 0.94% June 30, 2009
Target 2015 Fund
Institutional Class 0.66% June 30, 2009
Administrator Class 0.89% June 30, 2009
Investor Class 0.95% June 30, 2009
A-8
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Target 2020 Fund
Class A 1.20% June 30, 2009
Class B 1.95% June 30, 2009
Class C 1.95% June 30, 2009
Administrator Class 0.90% June 30, 2009
Institutional Class 0.67% June 30, 2009
Investor Class 0.96% June 30, 2009
Target 2025 Fund
Administrator Class 0.90% June 30, 2009
Institutional Class 0.67% June 30, 2009
Investor Class 0.96% June 30, 2009
Target 2030 Fund
Class A 1.21% June 30, 2009
Class B 1.96% June 30, 2009
Class C 1.96% June 30, 2009
Administrator Class 0.91% June 30, 2009
Institutional Class 0.68% June 30, 2009
Investor Class 0.97% June 30, 2009
Target 2035 Fund
Administrator Class 0.92% June 30, 2009
Institutional Class 0.69% June 30, 2009
Investor Class 0.98% June 30, 2009
Target 2040 Fund
Class A 1.22% June 30, 2009
Class B 1.97% June 30, 2009
Class C 1.97% June 30, 2009
Administrator Class 0.92% June 30, 2009
Institutional Class 0.69% June 30, 2009
Investor Class 0.98% June 30, 2009
Target 2045 Fund
Administrator Class 0.92% June 30, 2009
Institutional Class 0.69% June 30, 2009
Investor Class 0.98% June 30, 2009
Target 2050 Fund
Administrator Class 0.92% June 30, 2009
Institutional Class 0.69% June 30, 2009
Investor Class 0.98% June 30, 2009
Total Return Bond Fund
Class A 0.85% September 30, 2009
Class B 1.60% September 30, 2009
Class C 1.60% September 30, 2009
Administrator Class 0.70% September 30, 2009
Institutional Class 0.42% September 30, 2009
Investor Class 0.90% September 30, 2009
Treasury Plus Money Market Fund
Class A 0.65% June 30, 2009
Administrator Class 0.35% June 30, 2009
Institutional Class 0.20% June 30, 2009
Service Class 0.50% June 30, 2009
A-9
CAPPED OPERATING EXPIRATION /
FUNDS/CLASSES EXPENSE RATIO RENEWAL DATE
----------------------------------------------- ---------------- ------------------
Ultra Short-Term Income Fund
Class A 0.70% September 30, 2009
Class C 1.45% September 30, 2009
Administrator Class 0.55% September 30, 2009
Institutional Class 0.35% September 30, 2009
Investor Class 0.75% September 30, 2009
Ultra Short-Term Municipal Income Fund
Class A 0.67% October 31, 2009
Class C 1.42% October 31, 2009
Institutional Class 0.37% October 31, 2009
Investor Class 0.72% October 31, 2009
U.S. Value Fund
Class A 1.25% November 30, 2009
Class B 2.00% November 30, 2009
Class C 2.00% November 30, 2009
Administrator Class 0.96% November 30, 2009
Investor Class 1.32% November 30, 2009
WealthBuilder Conservative Allocation Portfolio 1.50% September 30, 2009
WealthBuilder Equity Portfolio 1.50% September 30, 2009
WealthBuilder Growth Allocation Portfolio 1.50% September 30, 2009
WealthBuilder Growth Balanced Portfolio 1.50% September 30, 2009
WealthBuilder Moderate Balanced Portfolio 1.50% September 30, 2009
WealthBuilder Tactical Equity Portfolio 1.50% September 30, 2009
Wisconsin Tax-Free Fund
Class A 0.70% October 31, 2009
Class C 1.49% October 31, 2009
Investor Class 0.75% October 31, 2009
100% Treasury Money Market Fund
Class A 0.65% June 30, 2009
Service Class 0.50% June 30, 2009
Schedule A amended: March 1, 2009
A-10
The foregoing schedule of capped operating expense ratios is agreed to as
of March 1, 2009 and shall remain in effect until changed in writing by the
parties.
XXXXX FARGO FUNDS TRUST
By:
------------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------------
Xxxxxx Xxxx
Executive Vice President
A-11
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
------------------ -------------------------------
