EX-99.B(d)(1)(ii)
AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of this 18th day of
December, 2000, and amends and restates the agreement made as of November 8,
1999, as amended May 9, 2000 and July 25, 2000, among Xxxxx Fargo Variable Trust
(the "Trust"), a Delaware business trust, for itself and on behalf of its series
listed in Schedules A and B, attached hereto (individually referred to as the
"Fund" or collectively referred to as the "Funds"), and Xxxxx Fargo Bank, N.A.
("Xxxxx Fargo" or the "Advisor"), a banking association organized under the laws
of the United States
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940;
WHEREAS, Xxxxx Fargo serves as investment advisor and/or administrator to
each of the Funds pursuant to an investment advisory agreement (the "Investment
Advisory Agreement") and/or an Administration Agreement ("Administration
Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Limitation of Total Operating Expense Ratios. The Advisor hereby
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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, or reimburse other expenses of the Funds to the extent necessary to
maintain a total operating expense ratio (the "Capped Operating Expense Ratios")
for each Fund that does not exceed its capped operating expense ratio (each, a
Capped Operating Expense Ratio"), as set forth in Schedule A attached hereto
(each, a "Commitment").
2. Duration of the Agreement.
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(a) Initial Waiver. The parties agree that Xxxxx Fargo will maintain
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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
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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) Xxxxx Fargo provides notice to the Board of Trustees to the effect
that it has elected not to renew a Commitment for a full year with respect to
one or more specified Funds; (ii) Xxxxx Fargo provides notice to the Board of
Trustees to the effect that it has elected to reduce a listed Capped Operating
Expense Ratio with respect to one or more specified Funds; and/or (iii) the
Board of Trustees approves an increase to the listed Capped Operating Expense
Ratio with respect to one or more specified Funds. The
notice referred to in subparagraphs (i) and (ii), above, or in subparagraph (i)
of Subsection 2(c), may take the form of presentation materials delivered to the
Board of Trustees at or before a meeting of the Board, a presentation to the
Board of Trustees at a meeting of the Board that is reflected in the minutes of
such meeting, or written notice delivered to the Board of Trustees.
(c) Xxxxx Fargo's Obligations Following Non-Renewal of a Commitment.
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Following any non-renewal of a Commitment with respect to one or more specified
Funds pursuant to Subsection 2(b), Xxxxx Fargo will nevertheless maintain the
listed Capped Operating Expense Ratio of the Fund until such time as (i) Xxxxx
Fargo provides notice to the Board of Trustees that it is reinstating the
Commitment with respect to the Fund at the same or a reduced Capped Operating
Expense Ratio, in which case the provisions of Subsection 2(b) shall govern
thereafter; (ii) the Board of Trustees approves an increase in the listed Capped
Operating Expense Ratio, in which case the provisions of Subsection 2(d) shall
govern; or (iii) the Board of Trustees approves the elimination of any
obligation to maintain a specified ratio.
(d) Board Approval of an Increase in a Capped Operating Expense
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Ratio. If the Board approves an increase in the listed Capped Operating Expense
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Ratio of a Fund, Xxxxx Fargo's Commitment to maintain the higher Capped
Operating Expenses Ratio will be governed by the renewal and non-renewal
provisions of Subsection 2(b).
3. Modification; Amendment. No modification or amendment to this
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Agreement shall be binding unless in writing and executed by Xxxxx Fargo and the
Trust. Notwithstanding the foregoing, the parties hereby agree that the
Schedules may be amended or supplemented by having Xxxxx Fargo and the 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 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 of Trustees or any reductions in Capped Operating Expense Ratios that have
been implemented pursuant to the notice provisions of Subsections 2(b) or 2(c);
and (c) Schedule A shall designate any Funds as to which a Commitment has not
been renewed until (i) a Commitment is reinstated pursuant to Subsection 2(c) or
2(d), or (ii) the Board of Trustees approves the elimination of any obligation
to maintain a specified ratio, at which time such Fund shall be moved to
Schedule B.
4. Entire Agreement. This Agreement constitutes the entire agreement of
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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. No modification or amendment
of this Agreement shall be binding unless in writing and executed by Xxxxx Fargo
and the Trust.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date above first written.
XXXXX FARGO VARIABLE TRUST, for XXXXX FARGO BANK, N.A.
itself and on behalf of its series
listed on Schedules A and B
attached hereto
By: /s/ C. Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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C. Xxxxx Xxxxxxx Xxxxxxx X. Xxxxx
Secretary Executive Vice President
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Vice President
SCHEDULE A
XXXXX FARGO VARIABLE TRUST
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Name of fund capped operating Expiration/Renewal
expense ratio Date
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Asset Allocation 1.00% April 30*
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Corporate Bond 0.90% April 30
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Equity Value 1.00% April 30
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Equity Income 1.00% April 30
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Growth 1.00% April 30
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International Equity 1.00 April 30
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Large Company Growth 1.00% April 30
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Money Market 0.85% April 30
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Small Cap Growth 1.20% April 30
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* Initial Commitment extends to September 20, 2001. Thereafter, the
Expiration/Renewal Date is April 30.
A-1
SCHEDULE B
XXXXX FARGO VARIABLE TRUST
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Name of fund capped operating
expense ratio
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B-1
