EX-99.(d)(2)(iii)
SCHEDULE A
PEREGRINE INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 27th day of November, 2001, by and
between Xxxxx Fargo Funds Management, LLC (the "Adviser") and Peregrine Capital
Management, Inc. (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 following annual rates per Fund:
Name of Fund Breakpoints Sub-Advisory Rate
------------ ----------- -----------------
Large Company Growth Fund/1/ First 25M 0.75%
Next 25M 0.60%
Next 225M 0.50%
Over 275M 0.30%
Small Company Growth Fund First 50M 0.90%
Next 130M 0.75%
Next 160M 0.65%
Next 345M 0.50%
Next 50M 0.52%
Over 735M 0.55%
Small Company Value Fund First 175M 0.50%
Over 175M 0.75%
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/1/ On August 9, 2006 the Board of Trustees approved the following
sub-advisory rate changes to the Large Company Growth Fund, effective
September 1, 2006: First 25M 0.56%, Next 25M 0.45%, Next 225M 0.375%, Over
275M 0.225%.
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Additionally, 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 per Fund for assets formerly
invested in the following Portfolios:
Name of Fund Breakpoints Sub-Advisory Rate
------------ ----------- -----------------
Large Company Growth Portfolio First 25M 0.56%
Next 25M 0.45%
Next 225M 0.375%
Over 275M 0.225%
Small Company Growth Portfolio First 50M 0.90%
Next 130M 0.75%
Next 160M 0.65%
Next 345M 0.50%
Next 50M 0.52%
Over 735M 0.55%
Small Company Value Portfolio First 175M 0.50%
Over 175M 0.75%
No fee, shall be payable hereunder with respect to a Fund during any period
in which the Fund invests all (or substantially all) of its investment assets
in a registered, open-end, management investment company, or separate series
thereof, in accordance with and reliance upon Section 12(d)(1)(E) under the
1940 Act ("Dormant Provision").
If the Sub-Adviser shall provide management and other services for less than
the whole of a month, or if the Sub-Adviser shall become entitled to received
fees by reason of a Fund not investing in accordance with the Dormant Provision
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 such services to the Fund or was entitled to fees.
The net assets under management against which the foregoing fees are to be
applied are the net assets as of the last 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. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to
such suspension shall for this purpose be deemed to be the net asset value at
the close of the month.
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The foregoing fee schedule is agreed to as of August 9, 2006 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Senior Vice President
PEREGRINE CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
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