EX-99.(d)(1)(ii)
AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of October 3, 2008, among
Xxxxx Fargo Variable Trust (the "Trust"), a Delaware statutory 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 Funds Management, LLC ("Funds Management" or the
"Adviser"), a limited liability company organized under the laws of the State of
Delaware.
WHEREAS, the 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
("Administration Agreement");
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 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 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"). 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. Duration of the Agreement.
(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; (ii) Funds Management provides
notice to the Board to the effect that it has elected to reduce a listed
Capped
EX-99.(d)(1)(ii)
Operating Expense Ratio with respect to one or more specified Funds; and/or
(iii) the Board 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 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 pursuant to Subsection 2(b), Funds Management will
nevertheless maintain the listed Capped Operating Expense Ratio of the Fund
until such time as (i) Funds Management provides notice to the Board 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 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 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, Funds Management's Commitment to maintain the higher
Capped Operating Expenses Ratio will be governed by the renewal and
non-renewal provisions of Subsection 2(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 extend the term of the Commitment to
maintain the Capped Operating Expense Ratio of a Fund, 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 2(b), the Capped Operating Expense
Ratio of the Fund will revert to the Capped Operating Expense Ratio
previously in effect at the next Expiration/Renewal Date.
3. Modification; Amendment. No modification or amendment to this Agreement
shall be binding unless in writing and executed by Funds Management and the
Trust. Notwithstanding the foregoing, the parties hereby agree that the
Schedules may be amended or supplemented by having Funds Management 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 or any reductions in Capped Operating Expense Ratios that have been
implemented pursuant to the notice provisions of Subsections 2(b) or 2(c), or
any reductions implemented by Funds Management pursuant to Subsection 2(e); (c)
Schedule A shall be updated to reflect any term extensions implemented by Funds
Management pursuant to Section 2(e); and (d) Schedule A shall designate any
Funds as to which a Commitment has not been renewed until (i) a Commitment is
reinstated pursuant to
EX-99.(d)(1)(ii)
Subsection 2(c) or 2(d), or (ii) the Board 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 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 VARIABLE TRUST, for
itself and on behalf of its series listed on
Schedules attached hereto
By:
------------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
------------------------------------
Xxxxxx Xxxx
Executive Vice President
EX-99.(d)(1)(ii)
SCHEDULE A
FEE AND EXPENSE AGREEMENT
XXXXX FARGO VARIABLE TRUST
(CAPPED OPERATING EXPENSE RATIOS)
NAME OF FUND CAPPED OPERATING EXPIRATION/
EXPENSE RATIO RENEWAL DATE
----------------------- ---------------- --------------
VT Asset Allocation 1.00% April 30, 2009
VT C&B Large Cap Value 1.00% April 30, 2009
VT Discovery 1.15% April 30, 2009
VT Equity Income 1.00% April 30, 2009
VT International Core 1.00% April 30, 2009
VT Large Company Core 1.00% April 30, 2009
VT Large Company Growth 1.00% April 30, 2009
VT Money Market 0.75% April 30, 2009
VT Small/Mid Cap Value 1.14% April 30, 2009
VT Opportunity 1.07% April 30, 2009
VT Small Cap Growth 1.20% April 30, 2009
VT Total Return Bond 0.90% April 30, 2009
Most recent annual approval: March 28, 2008
A-1
EX-99.(d)(1)(ii)
The foregoing schedule of capped operating expense ratios is agreed to as
of October 3, 2008 and shall remain in effect until changed in writing by the
parties.
XXXXX FARGO VARIABLE TRUST
By:
-----------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
-----------------------------------
Xxxxxx Xxxx
Executive Vice President
A-2
EX-99.(d)(1)(ii)
AS OF FEBRUARY 8, 2006
SCHEDULE B
XXXXX FARGO VARIABLE TRUST
dc-349574 B-1
