AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
This AMENDED AND RESTATED AGREEMENT is made as of this 6th day of August
2003, and amended as of October 1, 2005, between Xxxxx Fargo Master Trust (the
"Trust"), a statutory trust organized under the laws of the State of Delaware
with its principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx, 00000 and Xxxxx Fargo Funds Management, LLC (the
"Adviser"), a limited liability company organized under the laws of the State of
Delaware with its principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act") as an open-end management investment company and is
authorized to issue interests (as defined in the Trust's Declaration of Trust,
as amended and supplemented from time to time), in separate series; and
WHEREAS, the Trust desires that the Adviser provide investment advisory
services to each series of the Trust listed on Schedule A hereto as such
Schedule may be amended or supplemented from time to time by mutual agreement
(each a "Fund" and collectively the "Funds"), and the Adviser is willing to
provide those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust and the Adviser agree as follows:
SECTION 1. APPOINTMENT OF THE ADVISER. The Trust is engaged in the
business of investing and reinvesting its assets in securities of the type and
in accordance with the limitations specified in its Declaration of Trust, as
amended and supplemented from time to time, By-Laws (if any) and Registration
Statement filed with the Securities and Exchange Commission (the "Commission")
under the 1940 Act, including any representations made in the prospectus and
statement of additional information relating to the Funds contained therein and
as may be amended or supplemented from time to time, all in such manner and to
such extent as may from time to time be authorized by the Trust's Board of
Trustees (the "Board"). The Board is authorized to issue any unissued shares in
any number of additional classes or series.
The investment authority granted to the Adviser shall include the
authority to exercise whatever powers the Trust may possess with respect to any
of its assets held by the Funds, including, but not limited to, the power to
exercise rights, options, warrants, conversion privileges, redemption
privileges, and to tender securities pursuant to a tender offer, and participate
in class actions and other legal proceedings on behalf of the Funds.
The Trust hereby employs Adviser, subject to the direction and control of
the Board, to manage the investment and reinvestment of the assets in the Funds
and, without limiting the generality of the foregoing, to provide the other
services specified in Section 2 hereof.
SECTION 2. DUTIES OF THE ADVISER.
(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets for the Funds. Among other
things, the Adviser shall make all decisions with respect to the allocation of
the Funds' investments in various securities or other assets, in investment
styles and, if applicable, in other investment companies or pooled vehicles in
which a Fund may invest. To carry out such decisions, the Adviser is hereby
authorized, as agent and attorney-in-fact for the Trust, for the account of, at
the risk of and in the name of the Trust, to place orders and issue instructions
with respect to those transactions of the Funds. In all purchases, sales and
other transactions in securities for the Funds, the Adviser is authorized to
exercise full discretion and act for the Trust in the same manner and with the
same force and effect as the Trust might or could do with respect to such
purchases, sales or other transactions, as well as with respect to all other
things necessary or incidental to the furtherance or conduct of such purchases,
sales or other transactions.
(b) The Adviser will report to the Board at each regular meeting thereof
regarding the investment performance of the Funds since the prior report, and
will also keep the Board informed of important developments affecting the Trust,
each Fund and the Adviser, and on its own initiative will furnish the Board from
time to time with such information as the Adviser may believe appropriate,
whether concerning the individual companies whose securities are held by a Fund,
the industries in which they engage, or the economic, social or political
conditions prevailing in each country in which a Fund maintains investments. The
Adviser will also furnish the Board with such statistical and analytical
information with respect to securities in the Funds as the Adviser may believe
appropriate or as the Board reasonably may request.
The Adviser shall promptly notify the Trust of (i) any changes
regarding the Adviser that would impact disclosure in the Trust's Registration
Statement, or (ii) any violation of any requirement, provision, policy or
restriction that the Adviser is required to comply with under Section 6 of this
Agreement. The Adviser shall immediately notify the Trust of any legal process
served upon it in connection with its activities hereunder, including any legal
process served upon it on behalf of the Funds or the Trust.
(c) The Adviser will from time to time employ or sub-contract the services
to certain persons as the Adviser believes to be appropriate or necessary to
assist in the execution of the Adviser's duties hereunder; provided, however,
that the employment or sub-contracting with any such person shall not relieve
the Adviser of its responsibilities or liabilities hereunder and provided
further that the Adviser shall not have the authority to sub-contract advisory
responsibilities without the consent of the Trust. The cost of performance of
such duties will be borne and paid by the Adviser. No obligation may be imposed
on the Trust in any such respect.
The Adviser shall supervise and monitor the activities of its
representatives, personnel, sub-contractors, and agents in connection with the
execution of its duties and obligations hereunder. The appropriate personnel of
the Adviser will be made available to consult with the Board at reasonable times
and upon reasonable notice concerning the business of the Trust.
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(d) The Adviser shall maintain records relating to portfolio transactions
and the placing and allocation of brokerage orders as are required to be
maintained by the Trust under the 1940 Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Commission and the Internal Revenue
Service. The books and records pertaining to the Trust which are in possession
of the Adviser shall be the property of the Trust. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during the Adviser's normal business hours. Upon the reasonable request of
the Trust, copies of any such books and records shall be provided promptly by
the Adviser to the Trust or the Trust's authorized representatives.
(e) With respect to a Fund, the Adviser shall have no duties or
obligations pursuant to this Agreement, during any period during 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 Section 12(d)(1)(E) under the 1940 Act.
SECTION 3. DELIVERY OF DOCUMENTS TO THE ADVISER. The Trust has furnished
the Adviser with true, correct and complete copies of the following documents:
(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement filed with the Commission under the
1940 Act; and
(c) Written guidelines, policies and procedures adopted by the
Trust.
The Trust will furnish the Adviser with all future amendments and
supplements to the foregoing as soon as practicable after such documents become
available. The Trust shall furnish the Adviser with any further documents,
materials or information that the Adviser may reasonably request in connection
with the performance of its duties hereunder.
SECTION 4. DELEGATION OF RESPONSIBILITIES. The Adviser may carry out any
of its obligations under this Agreement by employing, subject to supervision by
the Adviser, one or more Sub-Adviser(s) who are registered as investment
advisers pursuant to the Investment Advisers Act of 1940 ("Sub-Advisers"). Each
Sub-Adviser's employment will be evidenced by a separate written agreement
approved by the Board and, if required under the 1940 Act, by the shareholders
of the Fund (unless the Commission or its staff has given authorization or
issued an interpretation dispensing with the requirement of shareholder
approval). The Adviser shall not be liable hereunder for any act or omission of
any Sub-Adviser, except for failure to exercise good faith in the employment of
the Sub-Adviser and for failure to exercise appropriate supervision of such
Sub-Adviser, and as may otherwise be agreed in writing. The Adviser shall be
solely responsible for compensating any Sub-Adviser for services rendered under
any Sub-Advisory Agreement. The Adviser may, from time to time and at any time,
terminate any Sub-Adviser and reassume the responsibilities assigned to such
Sub-Adviser with respect to any Fund without obtaining the approval of the
shareholders of the Fund.
3
SECTION 5. CONTROL BY BOARD. Any investment activities undertaken by the
Adviser pursuant to this Agreement, as well as any other activities undertaken
by the Adviser on behalf of the Funds, shall at all times be subject to the
direction and control of the Board.
SECTION 6. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its
obligations under this Agreement, the Adviser shall at all times comply with:
(a) all applicable provisions of the 1940 Act, and any rules and
regulations adopted thereunder;
(b) the Registration Statement of the Trust, as it may be amended from
time to time, filed with the Commission under the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as it may be
amended from time to time;
(d) the provisions of the Internal Revenue Code of 1986, as amended,
applicable to the Trust or the Funds, and any rules and regulations adopted
thereunder; and
(e) any other applicable provisions of state or federal law, and any rules
and regulations adopted thereunder.
SECTION 7. PROXIES. The Adviser shall have responsibility to vote proxies
solicited with respect to issuers of securities in which assets of the Funds are
invested in accordance with the Trust's policies on proxy voting.
SECTION 8. BROKER-DEALER RELATIONSHIPS. In connection with the purchase
and sale of securities for the Funds, the Adviser is responsible for
broker-dealer selection and negotiation of brokerage commission rates. The
Adviser's primary consideration in effecting a security transaction will be to
obtain the best price and execution. In selecting a broker-dealer to execute
each particular transaction for a Fund, the Adviser will consider among other
things: the best net price available, the reliability, integrity and financial
condition of the broker-dealer; the size of and difficulty in executing the
order; and the value of the expected contribution of the broker-dealer to the
Fund on a continuing basis. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from another broker-dealer
if the difference is reasonably justified by other aspects of the portfolio
execution services offered. Subject to such policies as the Board may from time
to time determine, the Adviser shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of having caused a Fund to pay a broker or dealer that provides brokerage
and research services to the Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Adviser determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Adviser with respect to the Fund and to other
clients of the
4
Adviser. The Adviser is further authorized to allocate the orders placed by it
on behalf of the Funds to brokers and dealers who also provide brokerage and
research services within the meaning of Section 28(e) of the Securities Exchange
Act of 1934 and in compliance therewith. Such allocation shall be in such
amounts and proportions as the Adviser shall determine and the Adviser will
report on said allocations regularly to the Board, indicating the brokers to
whom such allocations have been made and the basis therefore.
SECTION 9. EXPENSES. All of the ordinary business expenses incurred in the
operations of the Funds and the offering of their shares shall be borne by the
Funds unless specifically provided otherwise in this Agreement. The expenses
borne by the Trust include, but are not limited to, brokerage commissions,
taxes, legal, auditing or governmental fees, the cost of preparing share
certificates, custodian, transfer agent and shareholder service agent costs,
expense of issue, sale, redemption and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to trustees and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Funds in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
the Funds' shareholders.
The Adviser shall pay its own expenses in connection with the services to
be provided by it pursuant to this Agreement. In addition, the Adviser shall be
responsible for reasonable out-of-pocket costs and expenses incurred by the
Trust: (a) to amend the Trust's registration statement or supplement the Fund's
prospectus, and circulate the same, to reflect a change in the personnel of the
Adviser responsible for making investment decisions in relation to a Fund; (b)
to obtain shareholder approval of a new sub-advisory agreement as a result of a
"change in control" (as such term in defined in Section 2(a)(9) of the 0000 Xxx)
of the Adviser, or to otherwise comply with the 1940 Act, or any other
applicable statute, law, rule or regulation, as a result of such change; or (c)
to meet other legal or regulatory obligations caused by actions of the Adviser.
SECTION 10. COMPENSATION.
(a) As compensation for the advisory services provided under this
Agreement, the Trust shall pay the Adviser fees, payable monthly, at the annual
rates indicated on Schedule A hereto, as such Schedule may be amended or
supplemented from time to time;
(b) Except as provided in the following paragraph, 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 single registered, open-end
management investment company, or separate series thereof, in accordance with
Section 12(d)(1)(E) under the 1940 Act (a "Master-Feeder Fund structure");
(c) The adviser shall receive a fee of 0.25% (0.20% in the case of the
WealthBuilder Funds) for asset allocation services if a Fund invests some of its
investment assets in one or more registered, open-end management investment
companies, or separate series thereof, in each case, in accordance with Section
12(d)(1)(G) under the Act, the rules thereunder or an exemptive
5
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").
SECTION 11. STANDARD OF CARE. The Trust will expect of the Adviser, and
the Adviser will give the Trust the benefit of, the Adviser's best judgment and
efforts in rendering its services to the Trust, and the Adviser shall not be
liable hereunder for any mistake in judgment. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of obligations or
duties hereunder on the part of the Adviser or any of its officers, directors,
employees or agents, the Adviser shall not be subject to liability to the Trust
or to any shareholders of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
SECTION 12. NON-EXCLUSIVITY. The services of the Adviser to the Funds are
not to be deemed to be exclusive, and the Adviser shall be free to render
investment advisory or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
officers or directors of the Adviser may serve as officers and directors of the
Trust, and that officers or directors of the Trust may serve as officers or
directors of the Adviser, to the extent that such services may be permitted by
law, and that the officers and directors of the Adviser are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, directors or trustees of any
other firm or trust, including other investment advisory companies.
SECTION 13. RECORDS. The Adviser shall, with respect to orders the Adviser
places for the purchase and sale of portfolio securities of the Funds, maintain
or arrange for the maintenance of the documents and records required pursuant to
Rule 31a-1 under the 1940 Act as well as such records as the Funds'
administrator reasonably requests to be maintained, including, but not limited
to, trade tickets and confirmations for portfolio trades. All such records shall
be maintained in a form acceptable to the Trust and in compliance with the
provisions of Rule 31a-1 or any successor rule. All such records will be the
property of the Trust and will be made available for inspection and use by the
Trust and its authorized representatives.
SECTION 14. TERM AND APPROVAL. This Agreement shall become effective with
respect to a Fund after approved in accordance with the requirements of the 1940
Act, and executed by the Adviser and the Trust, and shall thereafter continue
from year to year, provided that the continuation of the Agreement is
specifically approved in accordance with the requirements of the 1940 Act, which
currently requires that the continuation be approved at least annually:
(a) by the Board, or by the vote of "a majority of the outstanding voting
securities" of the Fund (as defined in Section 2(a)(42) of the 1940 Act), and
(b) by the affirmative vote of a majority of the Trust's Trustees who are
not parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of a party to this Agreement (other than as Trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.
6
SECTION 15. TERMINATION. As required under the 1940 Act, this Agreement
may be terminated with respect to a Fund at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of a Fund's outstanding
voting securities, or by the Adviser, on sixty (60) days' written notice to the
other party. The notice provided for herein may be waived by the party entitled
to receipt thereof. This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act, as it may be interpreted by
the Commission or its staff in interpretive releases, or by the Commission staff
in no-action letters issued under the 1940 Act.
This Agreement may also be terminated immediately by the Trust or the
Adviser in the event that either party (i) breaches a material term of this
Agreement; or (ii) commits a material violation of any governing law or
regulation; or (iii) engages in conduct that would have a material adverse
effect upon the reputation or business prospects of such other party.
SECTION 16. INDEMNIFICATION BY THE ADVISER. The Trust shall not be
responsible for, and the Adviser shall indemnify and hold the Trust or any Fund
harmless from and against, any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or attributable to the
willful misfeasance, bad faith, negligent acts or reckless disregard of
obligations or duties on the part of the Adviser or any of its officers,
directors, employees or agents.
SECTION 17. INDEMNIFICATION BY THE TRUST. In the absence of willful
misfeasance, bad faith, negligence or reckless disregard of duties hereunder on
the part of the Adviser or any of its officers, directors, employees or agents,
the Trust hereby agrees to indemnify and hold harmless the Adviser against all
claims, actions, suits or proceedings at law or in equity whether brought by a
private party or a governmental department, commission, board, bureau, agency or
instrumentality of any kind, arising from the advertising, solicitation, sale,
purchase or pledge of securities, whether of the Funds or other securities,
undertaken by the Funds, their officers, directors, employees or affiliates,
resulting from any violations of the securities laws, rules, regulations,
statutes and codes, whether federal or of any state, by the Funds, their
officers, directors, employees or affiliates.
SECTION 18. NOTICES. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust
shall be 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000,
Attention C. Xxxxx Xxxxxxx, and that of the Adviser shall be 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention Xxxxx X. Xxxxxxx.
SECTION 19. QUESTIONS OF INTERPRETATION. Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such terms or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the Commission,
interpretations of the Commission or its staff, or Commission staff no-action
letters, issued
7
pursuant to the 1940 Act. In addition, where the effect of a requirement of the
1940 Act reflected in any provision of this Agreement is revised by rule,
regulation or order of the Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. The duties and
obligations of the parties under this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware to the extent
that state law is not preempted by the provisions of any law of the United
States heretofore or hereafter enacted.
SECTION 20. AMENDMENT OF THIS AGREEMENT. This Agreement supersedes the
advisory agreement between the parties hereto dated March 1, 2001. No provision
of this Agreement may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. If shareholder
approval of an amendment is required under the 1940 Act, no such amendment shall
become effective until approved by a vote of the majority of the outstanding
shares of the affected Funds. Otherwise, a written amendment of this Agreement
is effective upon the approval of the Board and the Adviser.
SECTION 21. XXXXX FARGO NAME. The Adviser and the Trust each agree that
the name "Xxxxx Fargo," which comprises a component of the Trust's name, is a
property right of the parent of the Adviser. The Trust agrees and consents that:
(i) it will use the words "Xxxxx Fargo" as a component of its corporate name,
the name of any series or class, or all of the above, and for no other purpose;
(ii) it will not grant to any third party the right to use the name "Xxxxx
Fargo" for any purpose; (iii) the Adviser or any corporate affiliate of the
Adviser may use or grant to others the right to use the words "Xxxxx Fargo," or
any combination or abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, other than a grant of such right to
another registered investment company not advised by the Adviser or one of its
affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no
longer acting as investment adviser to any Fund, the Trust shall, upon request
by the Adviser, promptly take such action as may be necessary to change its
corporate name to one not containing the words "Xxxxx Fargo" and following such
change, shall not use the words "Xxxxx Fargo," or any combination thereof, as a
part of its corporate name or for any other commercial purpose, and shall use
its best efforts to cause its trustees, officers and shareholders to take any
and all actions that the Adviser may request to effect the foregoing and to
reconvey to the Adviser any and all rights to such words.
SECTION 22. RISK ACKNOWLEDGEMENT. The Adviser does not guarantee the
future performance of the Funds or any specific level of performance, the
success of any investment
8
decision or strategy that the Adviser may use, or the success of the Adviser's
overall management of the Funds. The Trust understands that investment decisions
made for the Funds by the Adviser are subject to various market, currency,
economic and business risks, and that those investment decisions will not always
be profitable. The Adviser will manage only the securities, cash and other
investments for which management responsibility is delegated to it and which are
held in the Funds' account(s) and, in making investment decisions for the Funds,
the Adviser will not consider any other securities, cash or other investments
owned by the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
XXXXX FARGO MASTER TRUST
on behalf of the Funds
By:
----------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
----------------------------------
Xxxxxx Xxxx
Senior Vice President
9
SCHEDULE A
XXXXX FARGO FUNDS MANAGEMENT
INVESTMENT ADVISORY AGREEMENT
XXXXX FARGO MASTER TRUST
ADVISORY FEE
(AS A % OF AVERAGE
MASTER TRUST PORTFOLIOS DAILY NET ASSETS)
----------------------------------------------- ---------------------
C&B Large Cap Value Portfolio First 500M 0.65
Next 500M 0.625
Next 1B 0.60
Next 2B 0.575
Over 4B 0.55
Core Bond Portfolio First 500M 0.40
Next 500M 0.375
Next 2B 0.35
Next 2B 0.325
Over 5B 0.30
Diversified Fixed Income Portfolio First 500M 0.30
Next 500M 0.28
Next 2B 0.26
Over 3B 0.24
Diversified Large Cap Growth Portfolio First 500M 0.65
Next 500M 0.625
Next 1B 0.60
Next 2B 0.575
Over 4B 0.55
Diversified Stock Portfolio First 500M 0.35
Next 500M 0.33
Next 2B 0.31
Over 3B 0.29
Emerging Growth Portfolio First 500M 0.80
Next 500M 0.775
Next 1B 0.75
Next 1B 0.725
Over 3B 0.70
Equity Value Portfolio(1) First 500M 0.65
Next 500M 0.625
Next 1B 0.60
Next 2B 0.575
Over 4B 0.55
Index Portfolio First 500M 0.10
Next 500M 0.10
Next 2B 0.075
Next 2B 0.075
Over 5B 0.050
Inflation-Protected Bond Portfolio First 500M 0.40
Next 500M 0.375
Next 2B 0.35
Next 2B 0.325
Over 5B 0.30
International Equity Portfolio(2) First 500M 0.85
Next 500M 0.80
Next 1B 0.75
Next 2B 0.725
Over 4B 0.70
International Growth Portfolio First 500M 0.85
Next 500M 0.80
Next 1B 0.75
Next 2B 0.725
Over 4B 0.70
International Index Portfolio(3) First 500M 0.35
Next 500M 0.35
Next 2B 0.325
Next 2B 0.325
Over 5B 0.30
International Value Portfolio First 500M 0.85
Next 500M 0.80
Next 1B 0.75
Next 2B 0.725
Over 4B 0.70
Large Company Value Portfolio First 500M 0.65
Next 500M 0.625
Next 1B 0.60
Next 2B 0.575
Over 4B 0.55
Managed Fixed Income Portfolio First 500M 0.40
Next 500M 0.375
Next 2B 0.35
Next 2B 0.325
Over 5B 0.30
Short-Term Investment Portfolio 0.10
Small Cap Value Portfolio(4) First 500M 0.80
Next 500M 0.775
Next 1B 0.75
Next 1B 0.725
Over 3B 0.70
Small Company Growth Portfolio First 500M 0.80
Next 500M 0.775
Next 1B 0.75
Next 1B 0.725
Over 3B 0.70
Small Company Value Portfolio First 500M 0.80
Next 500M 0.775
Next 1B 0.75
Next 1B 0.725
Over 3B 0.70
Stable Income Portfolio First 500M 0.35
Next 500M 0.325
Next 2B 0.30
Next 2B 0.275
Over 5B 0.25
Most recent annual approval by the Board of Trustees: March 29, 2012
Schedule A amended: February 21, 2013
----------
(1) At the February 21, 2013 meeting, the Board of Master Trust approved
the reorganization of the Equity Value Portfolio into the Large Company
Value Portfolio. The reorganization will occur on or about April 19, 2013.
(2) At the February 21, 2013 meeting, the Board of Master Trust approved
the reorganization of the International Equity Portfolio into the
International Value Portfolio. The reorganization will occur on or about
April 19, 2013.
(3) At the February 21, 2013 meeting, the Board of Master Trust approved
the reorganization of the International Index Portfolio into the
International Growth Portfolio. The reorganization will occur on or about
April 19, 2013.
(4) At the February 21, 2013 meeting, the Board of Master Trust approved
the reorganization of the Small Cap Value Portfolio into the Small Company
Value Portfolio. The reorganization will occur on or about April 19, 2013.
The foregoing fee schedule is agreed to as of February 21, 2013 and
shall remain in effect until changed in writing by the parties.
XXXXX FARGO MASTER TRUST
By:
----------------------------------
C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
----------------------------------
Xxxxxx Xxxx
Executive Vice President
