XXXXX FARGO FUNDS TRUST
AGREEMENT AND
PLAN OF
REORGANIZATION
DATED AS OF JULY 18, 2008
This AGREEMENT AND PLAN OF REORGANIZATION (the "PLAN") is made as of
this July 18, 2008, by Xxxxx Fargo Funds Trust ("FUNDS TRUST"), a Delaware
statutory trust, for itself and on behalf of each Acquiring Fund and each Target
Fund, as indicated in the chart below.
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TARGET FUND ACQUIRING FUND
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LARGE COMPANY CORE FUND* GROWTH AND INCOME FUND
Class A Class A (formerly Advisor Class)
Class B Class B (new class)
Class C Class C (new class)
Class Z Investor Class
Administrator Class Administrator Class
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EQUITY INDEX FUND* INDEX FUND
Class A Class A (new class)
Class B Class B (new class)
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ENDEAVOR LARGE CAP FUND* CAPITAL GROWTH FUND
Class A Class A
Class B Class A
Class C Class C
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ULTRA-SHORT DURATION BOND FUND* ULTRA SHORT-TERM INCOME FUND
Class A Class A (formerly Advisor Class)
Class B Class A (formerly Advisor Class)
Class C Class C (new class)
Class Z Investor Class
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OVERSEAS FUND INTERNATIONAL EQUITY FUND
Investor Class Investor Class (new class)
Institutional Class Institutional Class
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VALUE FUND C&B LARGE CAP VALUE FUND
Class A Class A
Class B Class B
Class C Class C
Investor Class Investor Class (formerly Class D)
Administrator Class Administrator Class
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BALANCED FUND ASSET ALLOCATION FUND
Investor Class Class A
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CORPORATE BOND FUND INCOME PLUS FUND
Investor Class Investor Class (new class)
Advisor Class Class A
Institutional Class Institutional Class (new class)
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INTERMEDIATE GOVERNMENT INCOME FUND GOVERNMENT SECURITIES FUND
Class A Class A (formerly Advisor Class)
Class B Class B (new class)
Class C Class C
Administrator Class Administrator Class
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HIGH YIELD BOND FUND HIGH INCOME FUND
Class A Class A (formerly Advisor Class)
Class B Class B (new class)
Class C Class C (new class)
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TARGET FUND ACQUIRING FUND
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NATIONAL TAX-FREE FUND MUNICIPAL BOND FUND
Class A Class A
Class B Class B
Class C Class C
Administrator Class Administrator Class
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NATIONAL LIMITED-TERM TAX-FREE FUND SHORT-TERM MUNICIPAL BOND FUND
Class A Class A (new class)
Class B Class A (new class)
Class C Class C
Administrator Class Class A (new class)
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*Are not required to be proxied pursuant to Rule 17a-8 under the 1940
Act.
WHEREAS, Funds Trust is an open-end management investment company
registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended (the "1940 ACT");
WHEREAS, the parties desire that each Acquiring Fund acquire the assets
and assume the liabilities of the corresponding Target Fund in exchange for
shares of equal value of the Acquiring Fund and the distribution of the shares
of the Acquiring Fund to the shareholders of the Target Fund in connection with
the liquidation and termination of the Target Fund (the "REORGANIZATION"); and
WHEREAS, the parties intend that the Reorganization qualify as a
"reorganization," within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "CODE"), and that each Fund will be a "party to a
reorganization," within the meaning of Section 368(b) of the Code, with respect
to the Reorganization;
NOW, THEREFORE, in accordance with the mutual promises described
herein, the parties agree as follows:
1. DEFINITIONS.
------------
The following terms shall have the following meanings:
1933 ACT........................... The Securities Act of 1933, as amended.
--------
1934 ACT........................... The Securities Exchange Act of 1934, as
-------- amended.
ACQUIRING CLASS.................... The class of the Acquiring Fund's shares
--------------- that Funds Trust will issue to the
shareholders of the Target Fund Class, as
set forth above.
ACQUIRING FUND FINANCIAL The audited financial statements of the
------------------------- Acquiring Fund for its most recently
Statements..........................completed fiscal year and the unaudited
financial statements of the Acquiring Fund
for its most recently completed semi-annual
period.
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ASSETS..............................All property and assets of any kind and all
------ interests, rights, privileges and powers of
or attributable to a Fund, whether or not
determinable at the appropriate Effective
Time and wherever located. Assets include
all cash, cash equivalents, securities,
claims (whether absolute or contingent,
Known or unknown, accrued or unaccrued or
conditional or unmatured), contract rights
and receivables (including dividend and
interest receivables) owned by a Fund and
any deferred or prepaid expense shown as an
asset on such Fund's books.
ASSETS LIST.........................A list of securities and other Assets and
----------- Known Liabilities of or attributable to the
Target Fund as of the date provided.
BOARD...............................The Board of Trustees of Funds Trust.
-----
CLOSING DATE........................July 18, 2008, or such other date as the
------------ parties may agree to in writing with respect
to the Reorganization.
CORRESPONDING TARGET CLASS.. The Target share class set forth opposite an
-------------------------- Acquiring Class in the chart on the first
page of this Plan.
EFFECTIVE TIME......................9:00 a.m. Eastern Time on the first business
-------------- day following the Closing Date of the
Reorganization, or such other time and date
as the parties may agree to in writing.
FUND................................The Acquiring Fund or the Target Fund.
----
KNOW, KNOWN OR KNOWLEDGE............Known after reasonable inquiry.
------------------------
LIABILITIES.........................All liabilities of, allocated or
----------- attributable to, a Fund, whether Known or
unknown, accrued or unaccrued, absolute or
contingent or conditional or unmatured.
MATERIAL AGREEMENTS.................The agreements set forth in Schedule A, as
------------------- it may be amended from time to time.
REORGANIZATION DOCUMENTS............Such bills of sale, assignments, and other
------------------------ instruments of transfer as Funds Trust deems
desirable for the Target Fund to transfer to
the Acquiring Fund all rights and title to
and interest in the Target Fund's Assets and
Liabilities and for the Acquiring Fund to
assume the Target Fund's Assets and
Liabilities.
SCHEDULE A..........................Schedule A to this Plan, as may be amended
---------- from time to time.
TARGET FINANCIAL STATEMENTS.........The audited financial statements of the
-------------------------- Target Fund for its most recently completed
fiscal year and the unaudited financial
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statements of the Target Fund for its most
recently completed semi-annual period.
VALUATION TIME......................The time on the Reorganization's Closing
-------------- Date, the business day immediately preceding
the Closing Date if the Closing Date is not
a business day or such other time as the
parties may agree to in writing, that Funds
Trust determines the net asset value of the
shares of the Acquiring Fund and determines
the value of the Assets of or attributable
to the Target Fund, net of known
Liabilities. Unless otherwise agreed to in
writing, the Valuation Time of a
Reorganization shall be the time of day then
set forth in the Acquiring Fund's and Target
Fund's Registration Statement on Form N-1A
as the time of day at which net asset value
is calculated.
2. REGULATORY FILINGS. Funds Trust shall prepare and file any required
filings including, without limitation, filings with state or foreign securities
regulatory authorities.
3. TRANSFER OF TARGET FUND ASSETS. Funds Trust shall take the following
steps with respect to the Reorganization:
(a) At the Effective Time, Funds Trust shall assign, transfer,
deliver and convey all of the Target Fund's Assets to the Acquiring Fund on the
bases described in Subsection 3(c) of this Plan. Funds Trust shall then accept
the Target Fund's Assets and assume the Target Fund's Liabilities such that at
and after the Effective Time (i) all of the Target Fund's Assets at or after the
Effective Time shall become and be the Assets of the Acquiring Fund and (ii) all
of the Target Fund's Liabilities at the Effective Time shall attach to the
Acquiring Fund, and be enforceable against the Acquiring Fund to the same extent
as if initially incurred by the Acquiring Fund.
(b) Within a reasonable time prior to the Closing Date, the
Target Fund shall provide, if requested, its Assets List to the Acquiring Fund.
The Target Fund may sell any investment on the Assets List prior to the Target
Fund's Valuation Time. After the Target Fund provides the Assets List, the
Target Fund will notify the Acquiring Fund of its purchase or incurrence of
additional investments or of any additional encumbrances, rights, restrictions
or claims not reflected on the Assets List, within a reasonable time period
after such purchase or incurrence. Within a reasonable time after receipt of the
Assets List and prior to the Closing Date, the Acquiring Fund will advise the
Target Fund in writing of any investments shown on the Assets List that the
Acquiring Fund has reasonably determined to be impermissible or inconsistent
with the investment objective, policies and restrictions of the Acquiring Fund.
(c) Funds Trust shall assign, transfer, deliver and convey the
Target Fund's Assets to the Acquiring Fund at the Reorganization's Effective
Time on the following bases:
(1) In exchange for the transfer of the Assets, Funds Trust
shall simultaneously issue and deliver to the Target Fund full and
fractional shares of beneficial interest of each Acquiring Class.
Funds Trust shall determine the
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number of shares of each Acquiring Class to issue by dividing the
value of the Assets net of Known Liabilities attributable to the
Corresponding Target Class by the net asset value of one Acquiring
Class share. Based on this calculation, Funds Trust shall issue shares
of beneficial interest of each Acquiring Class with an aggregate net
asset value equal to the value of the Assets net of Known Liabilities
of the Corresponding Target Class. Because the C&B Large Cap Value
Fund and Index Fund are feeder funds that invest all of their assets
in a master portfolio of Xxxxx Fargo Master Trust, the Reorganization
contemplates that the C&B Large Cap Value Fund and Index Fund will
transfer their assets to their respective master portfolio as an
in-kind contribution in exchange for interests in the master
portfolio.
(2) The parties shall determine the net asset value of the
Acquiring Fund shares to be delivered, and the value of the Assets to
be conveyed net of Known Liabilities, as of the Valuation Time
substantially in accordance with Funds Trust current valuation
procedures. The parties shall make all computations to the fourth
decimal place or such other decimal place as the parties may agree to
in writing.
(3) Funds Trust shall cause its custodian to transfer the
Target Fund's Assets with good and marketable title to the account of
the Acquiring Fund. Funds Trust shall cause its custodian to transfer
all cash in the form of immediately available funds. Funds Trust shall
cause its custodian to transfer any Assets that were not transferred
to the Acquiring Fund's account at the Effective Time to the Acquiring
Fund's account at the earliest practicable date thereafter.
4. LIQUIDATION AND TERMINATION OF TARGET FUND AND REGISTRATION OF
SHARES. Funds Trust also shall take the following steps for the Reorganization:
(a) At or as soon as reasonably practical after the
Effective Time, Funds Trust shall dissolve and liquidate the Target
Fund, and terminate the Target Fund as an authorized series of Funds
Trust, in accordance with applicable law and its Declaration of Trust
by transferring to shareholders of record of each Corresponding Target
Class full and fractional shares of beneficial interest of the
Acquiring Class equal in value to the shares of the Corresponding
Target Class held by the shareholder. Each shareholder also shall have
the right to receive any unpaid dividends or other distributions that
Funds Trust declared with respect to the shareholder's Corresponding
Target Class shares before the Effective Time. Funds Trust shall
record on its books the ownership by the shareholders of the Acquiring
Fund shares; Funds Trust shall simultaneously redeem and cancel on its
books all of the issued and outstanding shares of each Corresponding
Target Class. Funds Trust does not issue certificates representing
Fund shares, and shall not be responsible for issuing certificates to
shareholders of the Target Funds. Funds Trust shall wind up the
affairs of the Target Fund.
(b) If a former Target Fund shareholder requests a change in the
registration of the shareholder's Acquiring Fund shares to a person other than
the shareholder, Funds Trust shall require the shareholder to (i) furnish Funds
Trust an instrument of transfer properly endorsed, accompanied by any required
signature guarantees and otherwise in proper form for transfer; and
5
(ii) pay to the Acquiring Fund any transfer or other taxes required by reason of
such registration or establish to the reasonable satisfaction of Funds Trust
that such tax has been paid or does not apply.
5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF FUNDS TRUST.
Funds Trust, on behalf of itself, and, as appropriate, the Target Fund and the
Acquiring Fund, represents and warrants to, and agrees with, the Acquiring Fund
and the Target Fund, respectively as follows:
(a) Funds Trust is a statutory trust duly created, validly
existing and in good standing under the laws of the State of Delaware. The Board
duly established and designated each Fund as a series of Funds Trust and each
Acquiring Class as a class of the Acquiring Fund. Funds Trust is an open-end
management investment company registered with the SEC under the 1940 Act.
(b) Funds Trust has the power and all necessary federal, state
and local qualifications and authorizations to own all of its properties and
Assets, to carry on its business as described in its Registration Statement on
Form N-1A as filed with the SEC, to enter into this Plan and to consummate the
transactions contemplated herein.
(c) The Board has duly authorized execution and delivery of the
Plan and the transactions contemplated herein, subject to Target Fund
shareholder approvals as required. Duly authorized officers of Funds Trust have
executed and delivered the Plan. The Plan represents a valid and binding
contract, enforceable in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, arrangement, moratorium and other
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles. The execution and delivery of this Plan does
not, and the consummation of the transactions contemplated by this Plan will
not, violate the Declaration of Trust of Funds Trust or any Material Agreement.
Funds Trust does not need to take any other action to authorize its officers to
effectuate the Plan and the transactions contemplated herein.
(d) Each Fund has qualified as a "regulated investment company"
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code in respect of
each taxable year since the commencement of its operations, and will continue to
so qualify until the Effective Time.
(e) Funds Trust has duly authorized the Acquiring Fund shares to
be issued and delivered to the Target Fund as of the Target Fund's Effective
Time. When issued and delivered, the Acquiring Fund shares shall have been
registered for sale under the 1933 Act and shall be duly and validly issued,
fully paid and non-assessable, and no shareholder of the Acquiring Fund shall
have any preemptive right of subscription or purchase in respect of them. There
are no outstanding options, warrants or other rights to subscribe for or
purchase any Acquiring Fund shares, nor are there any securities convertible
into Acquiring Fund shares.
(f) Each Fund is in compliance in all material respects with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, the 1933 Act, the 1934 Act and all applicable state securities laws. Each
Fund is in compliance in all material respects with the investment policies and
restrictions applicable to it set forth in the Form N-1A Registration Statement
currently in effect. The value of the Assets net of Known Liabilities of the
Acquiring
6
Fund has been determined using portfolio valuation methods that comply in all
material respects with the requirements of the 1940 Act and the policies of such
Acquiring Fund.
(g) Funds Trust does not know of any claims, actions, suits,
investigations or proceedings of any type pending or threatened against Funds
Trust or any Fund or its Assets or businesses. There are no facts that Funds
Trust currently has reason to believe are likely to form the basis for the
institution of any such claim, action, suit, investigation or proceeding against
Funds Trust or any Fund. For purposes of this provision, investment
underperformance or negative investment performance shall not be deemed to
constitute such facts, provided all required performance disclosures have been
made. Neither Funds Trust nor any Fund is a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
that adversely affects, or is reasonably likely to adversely affect, its
financial condition, results of operations, business, properties or Assets or
its ability to consummate the transactions contemplated by this Plan.
(h) Funds Trust is not a party to any contracts, agreements,
franchises, licenses or permits relating to the Funds except those entered into
or granted in the ordinary course of its business, in each case under which no
material default exists. All contracts and agreements that are material to the
business of the Funds are listed on Schedule A. Funds Trust is not a party to or
subject to any employee benefit plan, lease or franchise of any kind or nature
whatsoever on behalf of any Fund.
(i) Funds Trust has timely filed all tax returns, for the Funds
for all of their taxable years to and including their most recent taxable year
required to be filed on or before the date of this Plan, and has paid all taxes
payable pursuant to such returns. To the Knowledge of Funds Trust, no such tax
return has been or is currently under audit and no assessment has been asserted
with respect to any return. Funds Trust will file all of the Fund's tax returns
for all of their taxable periods ending on or before the Closing Date not
previously filed on or before their due dates (taking account of any valid
extensions thereof).
(j) Since the date of the Target Fund Financial Statements and
the Acquiring Fund Financial Statements, there has been no material adverse
change in the financial condition, business, properties or Assets of the Target
Fund or Acquiring Fund, respectively. For purposes of this provision, investment
underperformance, negative investment performance or net redemptions shall not
be deemed to constitute such facts, provided all customary performance
disclosures have been made.
(k) The Target Fund Financial Statements and the Acquiring Fund
Financial Statements, fairly present the financial position of the Acquiring
Fund as of the Fund's most recent fiscal year-end and the results of the Fund's
operations and changes in the Fund's net assets for the periods indicated. The
Target Fund Financial Statements and the Acquiring Fund Financial Statements
have been prepared in accordance with generally accepted accounting principles
consistently applied.
(l) To the Knowledge of Funds Trust, neither the Target Fund nor
the Acquiring Fund has any Liabilities, whether or not determined or
determinable, other than Liabilities
7
disclosed or provided for in the Target Fund Financial Statements and the
Acquiring Fund Financial Statements, respectively, or Liabilities incurred in
the ordinary course of business.
(m) Except as otherwise provided herein, Funds Trust shall
operate the business of each Fund in the ordinary course between the date hereof
and the Effective Time, it being agreed that such ordinary course of business
will include the declaration and payment of dividends and distributions approved
by the Board in anticipation of the Reorganization. Notwithstanding the
foregoing, each Fund shall (i) complete all measures prior to the Effective Time
to ensure that the Reorganization qualifies as a "reorganization" within the
meaning of Section 368(a) of the Code; and (ii) take all other appropriate
action necessary to ensure satisfaction of representations in certificates to be
provided to Proskauer Rose LLP in connection with their opinion described in
Section 6(d), regardless of whether any measures or actions described in this
sentence are in the ordinary course.
6. CONDITIONS TO FUNDS TRUST OBLIGATIONS. The obligations of Funds
Trust with respect to the Reorganization shall be subject to the following
conditions precedent:
(a) As required, the Target Fund shall have obtained the
approval of this Plan and the transactions contemplated herein by the vote of a
"majority of the outstanding voting securities" (as defined in the 0000 Xxx) of
the Target Fund.
(b) Funds Trust shall have duly executed and delivered the
Target Fund Reorganization Documents.
(c) All representations and warranties of Funds Trust made in
this Plan that apply to the Reorganization shall be true and correct in all
material respects as if made at and as of the Valuation Time and the Effective
Time.
(d) Funds Trust on behalf of itself and, as appropriate, the
Target Fund and the Acquiring Fund, shall have delivered to Funds Trust/the
Acquiring Fund and the Target Fund, respectively, a certificate dated as of the
Closing Date and executed in its name by its Treasurer or Secretary stating that
the representations and warranties of Funds Trust in this Plan that apply to the
Reorganization are true and correct at and as of the Valuation Time.
(e) Funds Trust shall have received an opinion dated as of the
Closing Date in a form reasonably satisfactory to it of Proskauer Rose LLP, upon
which each Fund and its shareholders may rely, based upon representations
reasonably acceptable to Proskauer Rose LLP made in certificates provided by
Funds Trust, on behalf of itself and each Fund, the Funds' affiliates and/or
principal shareholders to Proskauer Rose LLP, substantially to the effect that
the Reorganization will qualify as a "reorganization" within the meaning of
Section 368(a) of the Code, and each Fund will be a "party to a reorganization,"
within the meaning of Section 368(b) of the Code, with respect to the
Reorganization.
(f) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it is sought to
restrain or prohibit or obtain damages or other relief in connection with the
Reorganization.
8
(g) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking
to enjoin consummation of the Reorganization under Section 25(c) of the 1940
Act.
(h) Funds Trust shall have performed and complied in all
material respects with each of its agreements and covenants required by this
Plan to be performed or complied with by it prior to or at the Reorganization's
Valuation Time and Effective Time.
(i) Except to the extent prohibited by Rule 19b-1 under the 1940
Act, prior to the Valuation Time, the Target Fund shall have declared a dividend
or dividends, with a record date and ex-dividend date prior to the Valuation
Time, which, together with all previous dividends, shall have the effect of
distributing to the Target Fund shareholders all of its previously undistributed
(i) "investment company taxable income" within the meaning of Section 852(b) of
the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii)
amounts equal to, in the aggregate, the excess of (A) the amount specified in
Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section
852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of
Section 1222(11) of the Code), if any, realized in taxable periods or years
ending on or before the Effective Time.
(j) The Board of Funds Trust shall not have terminated this Plan
with respect to the Reorganization pursuant to Section 8 of this Plan.
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Funds Trust shall survive the completion of the transactions
contemplated herein.
8. TERMINATION OF PLAN. The Board may terminate this Plan with respect
to the Acquiring Fund or Target Fund, as appropriate, by majority vote, if: (i)
the conditions precedent set forth in Section 6, are not satisfied on the
Closing Date; or (ii) it becomes reasonably apparent to the Board that such
conditions precedent will not be satisfied on the Closing Date.
9. GOVERNING LAW. This Plan and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws of the
State of Delaware, except to the extent preempted by federal law, without regard
to conflicts of law principles.
10. EXPENSES. Funds Trust shall cause the expenses of the
Reorganization to be borne by Xxxxx Fargo Funds Management, LLC
11. AMENDMENTS. The Reorganization of certain Target Funds, as
indicated on the chart on page one of this Plan, requires shareholder approval.
Funds Trust may, by agreement in writing authorized by the Board, amend this
Plan with respect to the Reorganization at any time, including, with respect to
any Target Fund whose shareholders are being asked to approve the
Reorganization, before or after such Target Fund's shareholders approve of the
Reorganization. After a Target Fund's shareholders approve a Reorganization,
however, Funds Trust may not amend this Plan in a manner that materially
adversely affects the interests of the Target Fund's shareholders with respect
to that Reorganization. This Section shall not preclude Funds Trust from
changing the Closing Date or the Effective Time of a Reorganization.
9
12. WAIVERS. At any time prior to the Closing Date, Funds Trust may by
written instrument signed by it (i) waive the effect of any inaccuracies in the
representations and warranties made to it contained herein and (ii) waive
compliance with any of the agreements, covenants or conditions made for its
benefit contained herein. Funds Trust agrees that any waiver shall apply only to
the particular inaccuracy or requirement for compliance waived, and not any
other or future inaccuracy or lack of compliance.
13. LIMITATION ON LIABILITIES. The obligations of Funds Trust and each
Fund shall not bind any of the Trustees, shareholders, nominees, officers,
agents, or employees of Funds Trust personally, but shall bind only the Assets
and property of the particular Fund. The execution and delivery of this Plan by
the officers of Funds Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the Assets and the property of the Acquiring Fund or the Target Fund,
as appropriate.
14. GENERAL. This Plan supersedes all prior agreements between the
parties (written or oral), is intended as a complete and exclusive statement of
the terms of the agreement between the parties and may not be changed or
terminated orally. The headings contained in this Plan are for reference only
and shall not affect in any way the meaning or interpretation of this Plan.
Nothing in this Plan, expressed or implied, confers upon any other person any
rights or remedies under or by reason of this Plan. Neither party may assign or
transfer any right or obligation under this Plan without the written consent of
the other party.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers designated below to execute this Plan as of the date first
written above.
XXXXX FARGO FUNDS TRUST
for itself and on behalf of the Target Funds
and on behalf of the Acquiring Funds
ATTEST:
_____________________________ By:_________________________________________
Name: C. Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Secretary Title: President
10
A-2
SCHEDULE A
MATERIAL AGREEMENTS
THE FOLLOWING AGREEMENTS SHALL BE MATERIAL AGREEMENTS:
Amended and Restated Investment Advisory Agreement between Xxxxx Fargo Funds
Management, LLC ("Xxxxx Fargo Funds Management") and Xxxxx Fargo Funds Trust,
dated August 6, 2003, and amended October 1, 2005, with Schedule A amended March
28, 2008.
Investment Sub-Advisory Agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo
Funds Management, and Artisan Partners Limited Partnership, dated February 1,
2005, with Appendix B amended November 8, 2005.
Investment Sub-Advisory Agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo
Funds Management, and Xxxxx & Xxxxxx, X.X., dated March 24, 2004, with Appendix
A amended November 8, 2005.
Investment Sub-Advisory Agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo
Funds Management, and LSV Asset Management, dated February 1, 2005.
Investment Sub-Advisory Agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo
Funds Management, and New Star Institutional Managers Limited, dated February 1,
2005, with Appendix A and Schedule A amended December 1, 2007.
Investment Sub-Advisory Agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo
Funds Management, and Xxxxx Capital Management Incorporated, dated March 1,
2001, with Appendix A and Schedule A amended December 1, 2007.
Distribution Agreement between Xxxxx Fargo Funds Distributor, LLC and Xxxxx
Fargo Funds Trust, dated April 8, 2005, with Schedule I amended December 1,
2007.
Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940 approved by the Board of Xxxxx Fargo Funds Trust on March 26, 1999,
with Appendix A amended March 28, 2008.
Rule 18f-3 Multi-Class Plan adopted by the Board of Xxxxx Fargo Funds Trust on
March 26, 1999 and amended February 7, 2007, with Appendix A amended February 7,
2008, and Appendix B amended November 8, 2006.
Amended and Restated Custody Agreement between Xxxxx Fargo Bank, N.A. and Xxxxx
Fargo Funds Trust dated August 10, 2004, with Appendix A amended December 1,
2007.
Amended and Restated Accounting Services Agreement among PFPC, Xxxxx Fargo Funds
Trust, Xxxxx Fargo Master Trust and Xxxxx Fargo Variable Trust dated May 10,
2006, with Exhibit A amended February 6, 2008.
A-1
Administration Agreement between Xxxxx Fargo Funds Management and Xxxxx Fargo
Funds Trust dated March 1, 2003, with Appendix A amended March 31, 2008.
Transfer Agency and Service Agreement between Boston Financial Data Services,
Inc. and Xxxxx Fargo Funds, dated April 11, 2005, with Schedule A amended
December 1, 2007.
Shareholder Servicing Plan adopted by the Board of Xxxxx Fargo Funds Trust
adopted on March 26, 1999, with Appendix A amended March 28, 2008.
Amended and Restated Fee and Expense Agreement among Xxxxx Fargo Funds Trust,
Xxxxx Fargo Master Trust and Xxxxx Fargo Funds Management, dated March 30, 2007,
with Schedule A amended March 31, 2008.
Amended and Restated Joint Fidelity Bond Allocation Agreement among Xxxxx Fargo
Funds Trust, Xxxxx Fargo Variable Trust and Xxxxx Fargo Master Trust dated May
1, 2006, with Appendix A amended March 21, 2008.
Securities Lending Agency Agreement among Xxxxx Fargo Funds Trust, Xxxxx Fargo
Master Trust, Xxxxx Fargo Variable Trust, Xxxxx Fargo Funds Management and Xxxxx
Fargo Bank, N.A. dated August 9, 2006, with Schedule I amended December 1, 2007.
A-2
