Ex-99.(d)(2)(viii)
APPENDIX A
EVERGREEN INVESTMENT MANAGEMENT
SUB-ADVISORY AGREEMENT
XXXXX FARGO MASTER TRUST
Xxxxx Fargo Advantage International Core Portfolio/1/
Appendix A amended: January 11, 2010
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/1/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the name change of the International Core Portfolio to the
International Equity Portfolio effective July 16, 2010.
APPENDIX B
EVERGREEN INVESTMENT MANAGEMENT
SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO MASTER TRUST
This fee agreement is effective as of the 11/th/ day of January, 2010, by
and between Xxxxx Fargo Master Trust (the "Trust"), Xxxxx Fargo Funds
Management, LLC (the "Adviser") and Evergreen Investment Management Company,
LLC (the "Sub-Adviser").
WHEREAS, the parties have entered into an Investment Sub-Advisory Agreement
("Sub-Advisory Agreement") whereby the Sub-Adviser provides management and
other services to the series of the Trust listed in Appendix A to the
Sub-Advisory Agreement (the "Fund"); and
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the
Sub-Adviser are to be as indicated on this Appendix B;
NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser
under the Sub-Advisory Agreement shall be calculated and paid on a monthly
basis by applying the annual rates indicated below to the average daily net
assets of the Fund throughout the month:
SUB-ADVISORY RATE
INITIAL SUB-ADVISORY UPON IMPLEMENTATION
RATE UPON EFFECTIVE OF SAME RATE FOR
FUND DATE OF AGREEMENT/1/ OTHER FUNDS/2/
---- ------------------- ------------------
Breakpoints Rate Breakpoints Rate
----------- ---- ----------- ----
International Core Portfolio/3/ First $50M 0.35% First $200M 0.45%
Next $500M 0.29% Over $200M 0.40%
Over $550M 0.20%
If the Sub-Adviser shall provide management and other services for less than
the whole of a month, the foregoing compensation shall be prorated based on the
number of days in the month that such Sub-Adviser provided management and other
services to the Fund.
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/1/ This is the sub-advisory rate that will be in effect from the effective
date of this Agreement as described in Section 13 until such future date
as is mutually agreed upon by the parties to this Agreement as part of
contemporaneously implementing sub-advisory fee changes for multiple Xxxxx
Fargo Advantage Funds sub-advised by Evergreen Investments.
/2/ This is the sub-advisory rate that will be in effect upon the mutually
agreed upon date described in footnote 1.
/3/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the name change of the International Core Portfolio to the
International Equity Portfolio effective July 16, 2010.
The foregoing fee schedule is agreed to as of this 11/th/ day of January,
2010, and shall remain in effect until agreed and changed in writing by the
parties.
XXXXX FARGO MASTER TRUST
on behalf of the Fund
By:
-----------------------------
X. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
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Xxxxxx Xxxx
Executive Vice President
EVERGREEN INVESTMENT MANAGEMENT
COMPANY, LLC
By:
-----------------------------
Xxxxxx Xxxx
Senior Vice President,
Managing Director
