EX-99.(d)(2)(i)
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO MASTER TRUST
Master Trust Funds
Emerging Growth Portfolio
Equity Income Portfolio
Index Portfolio
Inflation-Protected Bond Portfolio
Short-Term Investment Portfolio
Small Cap Index Portfolio
Strategic Small Cap Value Portfolio
Total Return Bond Portfolio
Most recent annual approval by the Board of Trustees: March 28, 2008
Appendix A amended: November 14, 2008
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
AMENDED AND RESTATED FEE AGREEMENT
XXXXX FARGO MASTER TRUST
This amended and restated fee agreement is made as of the 31/st/ day of
March, 2006 and supersedes the fee agreement dated August 6/th/, 2002, 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 Master 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 Schedule 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 following annual rates listed for each Fund listed in
Appendix A.
Name of Fund Sub-Advisory Rate
------------ -----------------------
Emerging Growth Portfolio First 100M 0.55%
Next 100M 0.50%
Over 200M 0.40%
Equity Income Portfolio First 100M 0.35%
Next 100M 0.30%
Next 300M 0.20%
Over 500M 0.15%
Index Portfolio First 100M 0.05%
Next 100M 0.03%
Over 200M 0.02%
Inflation-Protected Bond Portfolio First 100M 0.20%
Next 200M 0.175%
Next 200M 0.15%
Over 500M 0.10%
Short-Term Investment Portfolio First 1B 0.05%
Next 2B 0.03%
Next 3B 0.02%
Over 6B 0.01%
Name of Fund Sub-Advisory Rate
------------ -----------------------
Small Cap Index Portfolio First 100M 0.05%
Next 100M 0.03%
Over 200M 0.02%
Strategic Small Cap Value Portfolio First 200M 0.45%
Over 200M 0.40%
Total Return Bond Portfolio First 100M 0.20%
Next 200M 0.175%
Next 200M 0.15%
Over 500M 0.10%
Most recent annual approval by the Board of Trustees: March 28, 2008
Schedule A amended: November 14, 2008
The foregoing fee schedule is agreed to as of November 14, 2008 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:
---------------------------------
Xxxx Xxxxx
Chief Financial Officer
