AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is made as of June 1, 2018, and amended as of October 3, 2008 and May 20, 2015, 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, stamp duty fees, interest, taxes or acquired fund fees and expense), prime broker fees, dividend and interest expense on securities sold short 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 Dynamic Target Date Fund that invests in securities of any registered investment company other than a money market Fund shall attribute the registered investment company’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.

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.

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 June 1, 2018.

			XXXXX FARGO FUNDS TRUST, for itself and on behalf of its series listed from time to time on the Schedules attached hereto
			By
				Xxxxxx Xxxx
				President

			XXXXX FARGO MASTER TRUST
			By
				Xxxxxx Xxxx
				President

			XXXXX FARGO FUNDS MANAGEMENT, LLC
			By
				Xxxx Xxxxx
				Senior Vice President

SCHEDULE A

FEE AND EXPENSE AGREEMENT

XXXXX FARGO FUNDS TRUST

(Capped Operating Expense Ratios)

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Absolute Return Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

0.71%

1.46%

0.96%

0.28%

0.57%

0.33%

August 31, 2021

Adjustable Rate Government Fund

Class A

Class C

Administrator Class

Institutional Class

0.74%

1.49%

0.60%

0.46%

December 31, 2021

Alternative Risk Premia Fund

Class R6

Institutional Class

0.62%

0.72%

October 31, 2021

Asset Allocation Fund

Class A

Class C

Class R

Administrator Class

Institutional Class

1.13%

1.88%

1.38%

0.95%

0.80%

August 31, 2021

C&B Large Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.08%

1.83%

0.65%

1.00%

0.75%

September 30, 2021

C&B Mid Cap Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.25%

2.00%

0.80%

1.15%

0.90%

January 31, 2022

California Limited-Term Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.80%

1.55%

0.60%

0.50%

October 31, 2021

California Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.75%

1.50%

0.55%

0.48%

October 31, 2021

A-1

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Classic Value Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.11%

1.86%

1.36%

0.65%

0.95%

0.70%

November 30, 2021

Common Stock Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.26%

2.01%

0.83%

1.10%

0.85%

January 31, 2022

Conservative Income Fund

Class A2

Institutional Class

0.50%

0.25%

December 31, 2021

Core Bond Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

0.78%

1.53%

1.03%

0.52%

0.37%

0.70%

0.42%

September 30, 2021

Core Plus Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.73%

1.48%

0.35%

0.62%

0.40%

December 31, 2021

Disciplined Small Cap Fund

Class A

Class R6

Administrator Class

Institutional Class

0.93%

0.50%

0.85%

0.60%

July 31, 2021

Disciplined U.S. Core Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

0.87%

1.62%

1.12%

0.43%

0.74%

0.48%

November 30, 2021

Discovery Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.22%

1.97%

0.79%

1.14%

0.89%

January 31, 2022

A-2

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Diversified Capital Builder Fund

Class A

Class C

Administrator Class

Institutional Class

1.13%

1.88%

1.05%

0.78%

January 31, 2022

Diversified Equity Fund¹

Class A

Class C

Administrator Class

1.25%

2.00%

1.00%

September 30, 2021

Diversified Income Builder Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.85%

1.60%

0.42%

0.77%

0.52%

January 31, 2022

Dynamic Target Today Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2015 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2020 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2025 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2030 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

On May 18, 2021, the Board of Trustees of Xxxxx Fargo Funds Trust approved the reorganization of the Diversified Equity Fund into the Spectrum Aggressive Growth Fund, effective on or about September 17, 2021.

On June 1, 2021, the Board of Trustees of Xxxxx Fargo Funds Trust approved the addition of the Administrator Class to each Dynamic Target Fund with a net operating expense ratio (NOER) of 0.49%, effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021. In addition, the Board was notified of a 0.08% NOER reduction to Class A, C, R4 and R6 to each Dynamic Target Fund. The NOER reductions for all classes will have an expiration date of June 30, 2023 and will become effective upon the closing of the reorganizations of the Target Funds into the Dynamic Target Funds, on or about October 15, 2021.

A-3

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Dynamic Target 2035 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2040 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2045 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2050 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2055 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Dynamic Target 2060 Fund²

Class A

Class C

Class R4

Class R6

0.68%

1.43%

0.37%

0.22%

September 30, 2021

Emerging Growth Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.28%

2.03%

0.85%

1.20%

0.90%

September 30, 2021

Emerging Markets Equity Fund³

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.55%

2.30%

1.13%

1.42%

1.17%

February 28, 2022

On May 18, 2021, the Board of Trustees of Xxxxx Fargo Funds Trust were notified of net operating expense ratio reductions to each share class of the Emerging Markets Equity Fund. Effective July 1, 2021, the net operating expense ratios will be: Class A 1.44%, Class C 2.19%, Class R6 1.01%, Administrator Class 1.36%, Institutional Class 1.11%, each with an expiration date of February 28, 2023.

A-4

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Emerging Markets Equity Income Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.55%

2.30%

1.80%

1.17%

1.45%

1.22%

February 28, 2022

Endeavor Select Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.03%

1.78%

0.60%

0.94%

0.70%

November 30, 2021

Enterprise Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.18%

1.93%

0.80%

1.10%

0.85%

January 31, 2022

Fundamental Small Cap Growth Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.23%

1.98%

0.80%

1.15%

0.90%

July 31, 2021

Global Investment Grade Credit Fund

Class R6

Institutional Class

0.45%

0.50%

Xxxxx 00, 0000

Xxxxx 31, 2022

Global Small Cap Fund

Class A

Class C

Administrator Class

Institutional Class

1.55%

2.30%

1.40%

1.15%

February 28, 2022

Government Money Market Fund

Class A

Administrator Class

Institutional Class

Select Class

Service Class

Sweep Class

0.60%

0.34%

0.20%

0.14%

0.50%

May 31, 2022

Government Securities Fund

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.64%

0.48%

December 31, 2021

Growth Balanced Fund

Class A

Class C

Administrator Class

1.13%

1.88%

0.95%

September 30, 2021

A-5

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Growth Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.16%

1.91%

0.70%

0.96%

0.75%

November 30, 2021

Heritage Money Market Fund

Administrator Class

Institutional Class

Select Class

Service Class

0.33%

0.20%

0.13%

0.43%

May 31, 2022

High Yield Bond Fund

Class A

Class C

Administrator Class

Institutional Class

0.93%

1.68%

0.80%

0.53%

December 31, 2021

High Yield Municipal Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.80%

1.55%

0.50%

0.70%

0.55%

October 31, 2021

Income Plus Fund

Class A

Class C

Administrator Class

Institutional Class

0.90%

1.65%

0.75%

0.60%

January 31, 2022

Index Asset Allocation Fund

Class A

Class C

Administrator Class

Institutional Class

1.08%

1.83%

0.90%

0.75%

January 31, 2022

Index Fund

Class A

Class C

Administrator Class

0.45%

1.20%

0.25%

September 30, 2021

Intermediate Tax/AMT-Free Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.70%

1.45%

0.40%

0.60%

0.45%

October 31, 2021

International Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.03%

1.78%

0.65%

0.85%

0.70%

January 31, 2022

A-6

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

International Equity Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.14%

1.89%

1.39%

0.79%

1.14%

0.84%

February 28, 2022

Large Cap Core Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.08%

1.83%

1.33%

0.65%

0.97%

0.67%

November 30, 2021

Large Cap Growth Fund

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

Institutional Class

1.07%

1.82%

1.32%

0.80%

0.65%

0.95%

0.75%

November 30, 2021

Large Company Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.83%

1.58%

0.40%

0.75%

0.50%

November 30, 2021

Low Volatility U.S. Equity Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.73%

1.48%

0.30%

0.65%

0.40%

November 30, 2021

Minnesota Tax-Free Fund

Class A

Class C

Administrator Class

Institutional Class

0.85%

1.60%

0.60%

0.52%

October 31, 2021

Moderate Balanced Fund

Class A
Class C

Administrator Class

Institutional Class

1.15%

1.90%

0.90%

0.80%

September 30, 2021

Money Market Fund

Class A

Class C

Premier Class

Service Class

0.60%

1.35%

0.20%

0.50%

May 31, 2022

A-7

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Municipal Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.75%

1.50%

0.40%

0.60%

0.45%

October 31, 2021

Municipal Cash Management Money Market Fund

Administrator Class

Institutional Class

Service Class

0.30%

0.20%

0.45%

May 31, 2022

Municipal Sustainability Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.75%

1.50%

0.40%

0.60%

0.45%

October 31, 2021

National Tax-Free Money Market Fund

Class A

Administrator Class

Premier Class

Service Class

0.60%

0.30%

0.20%

0.45%

May 31, 2022

Omega Growth Fund⁴

Class A

Class C

Class R

Administrator Class

Institutional Class

1.30%

2.05%

1.55%

1.10%

0.85%

November 30, 2021

Opportunity Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.18%

1.93%

0.72%

1.00%

0.75%

January 31, 2022

Pennsylvania Tax-Free Fund

Class A

Class C

Institutional Class

0.74%

1.49%

0.49%

October 31, 2021

Precious Metals Fund

Class A

Class C

Administrator Class

Institutional Class

1.09%

1.84%

0.95%

0.79%

July 31, 2021

⁴

On May 18, 2021, the Board of Trustees of Xxxxx Fargo Funds Trust were notified of net operating expense ratio reductions to each share class of the Omega Growth Fund. Effective December 1, 2021, the net operating expense ratios will be: Class A 1.26%, Class C 2.01%, Class R 1.51%, each with an expiration date of November 30, 2022.

A-8

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Premier Large Company Growth Fund

Class A

Class C

Class R4

Class R6

Administrator Class

Institutional Class

1.11%

1.86%

0.80%

0.65%

1.00%

0.70%

November 30, 2021

Real Return Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.78%

1.53%

0.40%

0.60%

0.45%

September 30, 2021

Short Duration Government Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.78%

1.53%

0.37%

0.60%

0.42%

December 31, 2021

Short-Term Bond Plus Fund

Class A

Class C

Class R6

Institutional Class

0.72%

1.47%

0.40%

0.45%

December 31, 2021

Short-Term High Yield Bond Fund

Class A

Class C

Administrator Class

Institutional Class

0.81%

1.56%

0.65%

0.50%

December 31, 2021

Short-Term Municipal Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.63%

1.38%

0.35%

0.60%

0.40%

October 31, 2021

Small Cap Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.23%

1.98%

0.80%

1.15%

0.90%

July 31, 2021

Small Company Growth Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.29%

2.04%

0.86%

1.19%

0.94%

September 30, 2021

A-9

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Small Company Value Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

1.15%

1.90%

0.75%

1.05%

0.85%

September 30, 2021

Specialized Technology Fund

Class A

Class C

Administrator Class

Institutional Class

1.35%

2.10%

1.28%

1.03%

July 31, 2021

Special International Small Cap Fund

Class R6

Institutional Class

0.95%

1.05%

June 30, 2021

Special Mid Cap Value Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.16%

1.91%

1.41%

0.73%

1.08%

0.83%

January 31, 2022

Special Small Cap Value Fund

Class A

Class C

Class R

Class R6

Administrator Class

Institutional Class

1.31%

2.06%

1.56%

0.89%

1.20%

0.94%

July 31, 2021

Spectrum Aggressive Growth Fund

Class A

Class C

Institutional Class

0.75%

1.50%

0.42%

September 30, 2021

Spectrum Conservative Growth Fund

Class A

Class C

Institutional Class

0.75%

1.50%

0.42%

September 30, 2021

Spectrum Growth Fund

Class A

Class C

Institutional Class

0.75%

1.50%

0.42%

September 30, 2021

Spectrum Income Allocation Fund

Class A

Class C

Institutional Class

0.75%

1.50%

0.42%

September 30, 2021

Spectrum Moderate Growth Fund

Class A

Class C

Institutional Class

0.75%

1.50%

0.42%

September 30, 2021

A-10

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Strategic Municipal Bond Fund

Class A

Class C

Class R6

Administrator Class

Institutional Class

0.81%

1.56%

0.43%

0.68%

0.48%

October 31, 2021

Target Today Fund⁵

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2010 Fund⁶

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2015 Fund⁷

Class A

Class R

Class R4

Class R6

Administrator Class

0.60%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2020 Fund⁸

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

⁵

On June 1, 2021, the Board of Trustees approved the reorganization of the Target Today Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

⁶

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2010 Fund into the Dynamic Target Today Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

⁷

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2015 Fund into the Dynamic Target 2015 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

⁸

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2020 Fund into the Dynamic Target 2020 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

A-11

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Target 2025 Fund⁹

Class A

Class R

Class R4

Class R6

Administrator Class

0.60%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2030 Fund¹⁰

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2035 Fund¹¹

Class A

Class R

Class R4

Class R6

Administrator Class

0.60%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2040 Fund¹²

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2045 Fund¹³

Class A

Class R

Class R4

Class R6

Administrator Class

0.60%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

⁹

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2025 Fund into the Dynamic Target 2025 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

¹⁰

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2030 Fund into the Dynamic Target 2030 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

¹¹

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2035 Fund into the Dynamic Target 2035 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

¹²

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2040 Fund into the Dynamic Target 2040 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

¹³

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2045 Fund into the Dynamic Target 2045 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

A-12

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Target 2050 Fund¹⁴

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2055 Fund¹⁵

Class A

Class R

Class R4

Class R6

Administrator Class

0.60%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Target 2060 Fund¹⁶

Class A

Class C

Class R

Class R4

Class R6

Administrator Class

0.60%

1.35%

0.85%

0.29%

0.14%

0.49%

June 30, 2021

Treasury Plus Money Market Fund

Class A

Administrator Class

Institutional Class

Select Class

Service Class

0.60%

0.34%

0.20%

0.14%

0.45%

May 31, 2022

Ultra Short-Term Income Fund

Class A

Class A2

Class C

Administrator Class

Institutional Class

0.50%

1.25%

0.50%

0.25%

December 31, 2021

Ultra Short-Term Municipal Income Fund

Class A

Class A2

Class C

Class R6

Administrator Class

Institutional Class

0.50%

1.25%

0.20%

0.50%

0.25%

October 31, 2021

¹⁴

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2050 Fund into the Dynamic Target 2050 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

¹⁵

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2055 Fund into the Dynamic Target 2055 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

¹⁶

On June 1, 2021, the Board of Trustees approved the reorganization of the Target 2060 Fund into the Dynamic Target 2060 Fund. Pending shareholder approval, the reorganization is expected to occur on or about October 15, 2021.

A-13

FUNDS/CLASSES

Capped

Operating

Expense Ratio

Expiration /

Renewal Date

Utility and Telecommunications Fund

Class A

Class C

Administrator Class

Institutional Class

1.05%

1.80%

0.92%

0.72%

July 31, 2021

Wisconsin Tax-Free Fund

Class A

Class C

Institutional Class

0.70%

1.45%

0.52%

October 31, 2021

100% Treasury Money Market Fund

Class A

Administrator Class

Institutional Class

Service Class

Sweep Class

0.60%

0.30%

0.20%

0.50%

May 31, 2022

Schedule A amended: June 1, 2021

A-14

The foregoing schedule of capped operating expense ratios is agreed to as of June 1, 2021 and shall remain in effect until changed in writing by the parties.

			XXXXX FARGO FUNDS TRUST
			By:
				Xxxxxxxxx Xxxxxxx
				Secretary

			XXXXX FARGO FUNDS MANAGEMENT, LLC
			By:
				Xxxx Xxxxx
				Senior Vice President

A-15

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

Document Metadata

Table of Contents

AMENDED AND RESTATED FEE AND EXPENSE AGREEMENT

Document Metadata