EX-99.B(d)(2)(ii)
SCHEDULE A
XXXXX FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 7th day of August, 2001, by and
between Xxxxx Fargo Funds Management, LLC (the "Adviser") and Galliard 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 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 per Fund for assets
formerly invested in the Managed Fixed Income Portfolio, Stable Income Portfolio
or the Strategic Value Bond Portfolio:
a. 0.10% for the first $500 million;
b. 0.05% for the next $1 billion; and
c. 0.03% for sums in excess of $1.5 billion.
In determining whether a particular breakpoint has been reached, the Adviser and
the Sub-Adviser agree that the assets of each Fund that had assets invested in
the Managed Fixed Income Portfolio, Stable Income Portfolio, or the Strategic
Value Bond Portfolio shall be combined. After combining the assets of the
affected Funds, the Adviser shall determine a blended fee rate. The blended fee
rate shall be applied equally across the Funds.
No fee, however, 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 Act.
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
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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.
The foregoing fee schedule 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
Vice President
GALLIARD CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Managing Partner
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