EX-99.(d)(4)
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
Adjustable Rate Government Fund*
Aggressive Allocation Fund/1/
Asia Pacific Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
California Municipal Money Market Fund
California Municipal Money Market Trust
Capital Growth Fund
Cash Investment Money Market Fund
Classic Value Fund*
Colorado Tax-Free Fund
Common Stock Fund
Conservative Allocation Fund
Core Equity Fund*
Disciplined Global Equity Fund*
Disciplined U.S. Core Fund*
Disciplined Value Fund*
Discovery Fund
Diversified Capital Builder Fund*
Diversified Income Builder Fund*
Emerging Markets Equity Fund/2/
Emerging Markets Equity Fund II/3/
Endeavor Select Fund
Enterprise Fund
Equity Income Fund/4/
Global Opportunities Fund*
----------
* In connection with the reorganization with the Evergreen family of funds,
on December 18, 2009 and January 11, 2010, the Board of Trustees of Xxxxx
Fargo Funds Trust approved the establishment of new Xxxxx Fargo Advantage
shell funds to become effective on July 9, 2010 (fixed income and money
markets) and July 16, 2010 (equity and international funds).
/1/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Aggressive Allocation Fund into the Growth
Balanced Fund. Subject to receipt of shareholder approval, the merger will
become effective on July 16, 2010.
/2/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Emerging Markets Equity Fund to the Emerging
Markets Equity Fund II. Subject to receipt of shareholder approval, the
merger will become effective on July 16, 2010.
/3/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the establishment of the Emerging Markets Equity Fund II (shell
fund) and the merger of the Emerging Markets Equity Fund into the shell
fund. Subject to receipt of shareholder approval, the merger will become
effective on July 16, 2010. At that time, the shell fund will change its
name to the Emerging Markets Equity Fund.
/4/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Equity Income Fund to the Disciplined Value
Fund. Upon shareholder approval, the merger will become effective July 16,
2010.
Government Money Market Fund
Government Securities Fund
Growth Balanced Fund
Growth Fund
Growth Opportunities Fund*
Health Care Fund*
Heritage Money Market Fund
High Income Fund
High Yield Bond Fund*
Income Plus Fund
Index Asset Allocation Fund (formerly, the Asset Allocation Fund)
Intermediate Tax/AMT-Free Fund
Large Cap Growth Fund
Managed Account CoreBuilder Shares Series G
Managed Account CoreBuilder Shares Series M
Mid Cap Disciplined Fund/5/
Mid Cap Growth Fund
Minnesota Money Market Fund
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Money Market Trust
Municipal Bond Fund
Municipal Cash Management Money Market Fund*
Municipal Money Market Fund
National Tax-Free Money Market Fund
National Tax-Free Money Market Trust
New Jersey Municipal Money Market Fund*
New York Municipal Money Market Fund*
North Carolina Tax-Free Fund*
Omega Growth Fund*
Opportunity Fund
Overland Express Sweep Fund/6/
Pennsylvania Municipal Money Market Fund*
Pennsylvania Tax-Free Fund*
Precious Metals Fund*
Premier Large Company Growth Fund*
Prime Investment Money Market Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
----------
/5/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the name change of the Mid Cap Disciplined Fund to the Special Mid
Cap Value Fund effective July 16, 2010.
/6/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Overland Express Sweep Fund into the Money
Market Fund effective July 9, 2010.
Small Cap Disciplined Fund/7/
Small Cap Growth Fund
Small Cap Value Fund
Small Mid/Cap Value Fund
Specialized Financial Services Fund/8/
Special Small Cap Value Fund*
Strategic Income Fund/9/
Strategic Large Cap Growth Fund*
Strategic Municipal Bond Fund*
Traditional Small Cap Growth Fund*
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
U.S. Value Fund/10/
WealthBuilder Conservative Allocation Portfolio
WealthBuilder Equity Portfolio
WealthBuilder Growth Allocation
WealthBuilder Growth Balanced Portfolio
WealthBuilder Moderate Balanced Portfolio
WealthBuilder Tactical Equity Portfolio
Wisconsin Tax-Free Fund
100% Treasury Money Market Fund
Most recent annual approval by the Board of Trustees: March 27, 2009
Appendix A amended: March 1, 2010
----------
/7/ On January 11, 2010 the Board of Trustees approved the sub-adviser change
to the Small Cap Disciplined Fund, which is subject to shareholder
approval. Upon shareholder approval, the sub-adviser change will become
effective June 1, 2010.
/8/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Specialized Financial Services Fund into the
Classic Value Fund. Subject to receipt of shareholder approval, the merger
will become effective on July 16, 2010.
/9/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Strategic Income Fund into the High Income Fund.
Subject to receipt of shareholder approval, the merger will become
effective on July 9, 2010.
/10/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the U.S. Value Fund to the Disciplined Value Fund.
Subject to receipt of shareholder approval, the merger will become
effective on July 16, 2010.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 27th day of March, 2009, by and
between Xxxxx Fargo Funds Management, LLC (the "Adviser") and Xxxxx Capital
Management Incorporated (the "Sub-Adviser"); and
WHEREAS, the parties and Xxxxx Fargo Funds Trust (the "Trust") have entered
into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement") whereby the
Sub-Adviser provides investment management advice to each series of the Trust as
listed in Appendix A to the Sub-Advisory Agreement (each a "Fund" and
collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to
the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying the annual rates described in this Schedule A to
Appendix A for each Fund listed in Appendix A.
The Sub-Adviser shall receive a fee as described in this Schedule A to
Appendix A of the assets of the Aggressive Allocation Fund, Conservative
Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund and from each
WealthBuilder Portfolio for providing services with respect to which Master
Trust Portfolios (or, in the case of the WealthBuilder Portfolios, other
unaffiliated funds) these Funds will invest in and the percentage to allocate to
each Master Portfolio or unaffiliated fund in reliance on Section 12(d)(1)(G)
under the Act, the rules thereunder, or order issued by the Commission exempting
the Fund from the provisions of Section 12(d)(1)(A) under the Act (a "Fund of
Funds structure").
The net assets under management against which the foregoing fees are to be
applied are the net assets as of the first business day of the month. If this
fee agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. If the determination of the net asset value
is suspended as of the first business day of the month, the net asset value for
the last day prior to such suspension shall for this purpose be deemed to be the
net asset value on the first business day of the month.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Adjustable Rate Government Fund* First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Aggressive Allocation Fund/1/ First 250M 0.10
Over 250M 0.05
Asia Pacific Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
California Limited-Term Tax-Free Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
California Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
California Municipal Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
California Municipal Money Market Trust 0.00
Capital Growth Fund First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Cash Investment Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
----------
* In connection with the reorganization with the Evergreen family of funds,
on December 18, 2009 and January 11, 2010, the Board of Trustees of Xxxxx
Fargo Funds Trust approved the establishment of new Xxxxx Fargo Advantage
shell funds to become effective on July 9, 2010 (fixed income and money
markets) and July 16, 2010 (equity and international funds).
/1/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Aggressive Allocation Fund into the Growth
Balanced Fund. Subject to receipt of shareholder approval, the merger will
become effective on July 16, 2010.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Classic Value Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Colorado Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Common Stock Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Conservative Allocation Fund First 250M 0.10
Over 250M 0.05
Core Equity Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Disciplined Global Equity Fund* First 200M 0.45
Over 200M 0.40
Disciplined U.S. Core Fund* First 100M 0.25
Next 200M 0.20
Over 300M 0.15
Disciplined Value Fund* First 100M 0.25
Next 200M 0.20
Over 300M 0.15
Discovery Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
Diversified Capital Builder Fund* First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
Diversified Income Builder Fund* First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
Emerging Markets Equity Fund/2/ First 100M 0.65
Next 100M 0.55
Over 200M 0.45
Emerging Markets Equity Fund II/3/ First 100M 0.65
Next 100M 0.55
Over 200M 0.45
----------
/2/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Emerging Markets Equity Fund to the Emerging
Markets Equity Fund II. Subject to receipt of shareholder approval, the
merger will become effective on July 16, 2010.
/3/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the establishment of the Emerging Markets Equity Fund II (shell
fund) and the merger of the Emerging Markets Equity Fund into the shell
fund. Subject to receipt of shareholder approval, the merger will become
effective on July 16, 2010. At that time, the shell fund will change its
name to the Emerging Markets Equity Fund.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Endeavor Select Fund First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Enterprise Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Equity Income Fund/4/ First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Global Opportunities Fund* First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Government Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Government Securities Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Growth Balanced Fund First 250M 0.10
Over 250M 0.05
Growth Fund First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Growth Opportunities Fund* First 100M 0.45
Next 100M 0.40
Over 200M 0.35
Health Care Fund* First 100M 0.40
Over 100M 0.35
Heritage Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
High Income Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
----------
/4/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Equity Income Fund to the Disciplined Value
Fund. Upon shareholder approval, the merger will become effective July 16,
2010. In addition, for an interim period following shareholder approval,
the Equity Income Fund will convert from a gateway feeder fund to a
stand-alone fund. The sub-advisory fees during this interim period of June
18, 2010 to July 16, 2010 are reflected in the chart above.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
High Yield Bond Fund* First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
Income Plus Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Index Asset Allocation Fund (formerly, First 100M 0.15
the Asset Allocation Fund) Next 100M 0.125
Over 200M 0.10
Intermediate Tax/AMT-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Large Cap Growth Fund First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Managed Account CoreBuilder Shares Series G 0.00
Managed Account CoreBuilder Shares Series M 0.00
Mid Cap Disciplined Fund/5/ First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Mid Cap Growth Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Minnesota Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Minnesota Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Moderate Balanced Fund First 250M 0.10
Over 250M 0.05
Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Money Market Trust 0.00
----------
/5/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the name change of the Mid Cap Disciplined Fund to the Special Mid
Cap Value Fund effective July 16, 2010.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Municipal Bond Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Municipal Cash Management Money Market Fund* First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Municipal Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
National Tax-Free Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
National Tax-Free Money Market Trust 0.00
New Jersey Municipal Money Market Fund* First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
New York Municipal Money Market Fund* First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
North Carolina Tax-Free Fund* First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Omega Growth Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Opportunity Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Overland Express Sweep Fund/6/ First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Pennsylvania Municipal Money Market Fund* First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
----------
/6/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Overland Express Sweep Fund into the Money
Market Fund effective July 9, 2010.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Pennsylvania Tax-Free Fund* First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Precious Metals Fund* First 100M 0.40
Over 100M 0.35
Premier Large Company Growth Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Prime Investment Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Short Duration Government Bond Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
Short-Term Bond Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
Short-Term High Yield Bond Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
Short-Term Municipal Bond Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
Small Cap Disciplined Fund/7/ First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Small Cap Growth Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Small Cap Value Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Small Mid/Cap Value Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
Specialized Financial Services Fund/8/ First 100M 0.45
Next 100M 0.40
Over 200M 0.30
----------
/7/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved a sub-adviser change and name change to the Small Cap Disciplined
Fund. Subject to receipt of shareholder approval of the new sub-adviser,
the fund name will change to the Intrinsic Small Cap Value Fund, effective
June 1, 2010.
/8/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Specialized Financial Services Fund into the
Classic Value Fund. Subject to receipt of shareholder approval, the merger
will become effective on July 16, 2010.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Special Small Cap Value Fund* First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Strategic Income Fund/9/ First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
Strategic Large Cap Growth Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Strategic Municipal Bond Fund* First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Traditional Small Cap Growth Fund* First 100M 0.55
Next 100M 0.50
Over 200M 0.40
Treasury Plus Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Ultra Short-Term Income Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
Ultra Short-Term Municipal Income Fund First 100M 0.15
Next 200M 0.10
Over 300M 0.05
U.S. Value Fund/10/ First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
WealthBuilder Conservative Allocation Portfolio 0.15
WealthBuilder Equity Portfolio 0.15
WealthBuilder Growth Allocation Portfolio 0.15
WealthBuilder Growth Balanced Portfolio 0.15
WealthBuilder Moderate Balanced Portfolio 0.15
WealthBuilder Tactical Equity Portfolio 0.15
----------
/9/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the Strategic Income Fund into the High Income Fund.
Subject to receipt of shareholder approval, the merger will become
effective on July 9, 2010.
/10/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Funds Trust
approved the merger of the U.S. Value Fund to the Disciplined Value Fund.
Subject to receipt of shareholder approval, the merger will become
effective on July 16, 2010.
FEE AS % OF AVG. DAILY NET
FUNDS TRUST FUNDS ASSETS
-------------------------------------------- --------------------------
Wisconsin Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
100% Treasury Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Most recent annual approval by the Board of Trustees: March 27, 2009
Schedule A amended: March 1, 2010
The foregoing fee schedule is agreed to as of March 1, 2010 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
-----------------------------------------
Xxxxxx Xxxx
Executive Vice President
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
-----------------------------------------
Xxxxx Xxxxxx
Chief Operating Officer
