EX-99. (d)(7)
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
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FUNDS TRUST FUNDS
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Aggressive Allocation Fund
Asia Pacific Fund
Asset Allocation Fund
Balanced Fund/1/
California Limited-Term Tax-Free Fund
California Tax-Free Fund
California Tax-Free Money Market Fund
California Tax-Free Money Market Trust
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Allocation Fund
Corporate Bond Fund/2/
Discovery Fund
Diversified Bond Fund
Diversified Equity Fund
Diversified Small Cap Fund
Dividend Income Fund/3/
Emerging Markets Focus Fund/4/
Endeavor Large Cap Fund/5/
Endeavor Select Fund
Enterprise Fund
Equity Index Fund/6/
Government Money Market Fund
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/1/ On November 7, 2007, the Board of Trustees approved the merger of the
Balanced Fund into the Asset Allocation Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/2/ On November 7, 2007, the Board of Trustees approved the merger of the
Corporate Bond Fund into the Income Plus Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/3/ On November 7, 2007, the Board of Trustees approved a sub-adviser change to
the Dividend Income Fund. Subject to shareholder approval, the sub-adviser
change is expected to occur before the end of the third quarter of 2008.
/4/ On November 7, 2007, the Board of Trustees approved the name change from
the Emerging Markets Focus Fund to the Emerging Markets Equity Fund,
effective February 1, 2008.
/5/ On November 7, 2007, the Board of Trustees approved the merger of the
Endeavor Large Cap Fund into the Capital Growth Fund. The fund merger is
expected to occur before the end of the third quarter of 2008.
/6/ On November 7, 2007, the Board of Trustees approved the merger of the
Equity Index Fund into the Index Fund. The fund merger is expected to occur
before the end of the third quarter of 2008.
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FUNDS TRUST FUNDS
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Government Securities Fund
Growth Balanced Fund
Growth Fund
Growth Equity Fund
Heritage Money Market Fund
High Income Fund
High Yield Bond Fund/7/
Income Plus Fund
Intermediate Government Income Fund/8/
Intermediate Tax-Free Fund/9/
Large Cap Growth Fund
Managed Account CoreBuilder Shares Series G/10/
Managed Account CoreBuilder Shares Series M/10/
Mid Cap Disciplined Fund
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 Money Market Fund
National Limited-Term Tax-Free Fund/11/
National Tax-Free Fund/12/
National Tax-Free Money Market Fund
National Tax-Free Money Market Trust
Nebraska Tax-Free Fund/13/
Opportunity Fund
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/7/ On November 7, 2007, the Board of Trustees approved the merger of the High
Yield Bond Fund into the High Income Fund. Subject to shareholder approval,
the fund merger is expected to occur before the end of the third quarter of
2008.
/8/ On November 7, 2007, the Board of Trustees approved the merger of the
Intermediate Government Income Fund into the Government Securities Fund.
Subject to shareholder approval, the fund merger is expected to occur
before the end of the third quarter of 2008.
/9/ On November 7, 2007, The Board of Trustees approved the name change from
the Intermediate Tax-Free Fund to the Intermediate Tax/AMT-Free Fund,
effective November 1, 2008.
/10/ On November 7, 2007, the Board of Trustees approved the establishment of
the Xxxxx Fargo Managed Account CoreBuilder Shares Series G and the Xxxxx
Fargo Managed Account CoreBuilder Shares Series M, which are expected to
commence operations on or about February 29, 2008.
/11/ On November 7, 2007, the Board of Trustees approved the merger of the
National Limited-Term Tax-Free Fund into the Short-Term Municipal Bond
Fund. Subject to shareholder approval, the fund merger is expected to occur
before the end of the third quarter of 2008.
/12/ On November 7, 2007, the Board of Trustees approved the merger of the
National Tax-Free Fund into the Municipal Bond Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/13/ On November 7, 2007, the Board of Trustees approved the liquidation of the
Nebraska Tax-Free Fund. The liquidation is expected to occur on or about
January 25, 2008.
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FUNDS TRUST FUNDS
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Overland Express Sweep 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
Small Cap Disciplined Fund
Small Cap Growth Fund
Small Cap Value Fund
Small Mid/Cap Value Fund
Specialized Financial Services Fund
Strategic Income Fund
Treasury Plus Money Market Fund
Ultra-Short Duration Bond Fund/14/
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
U.S. Value Fund
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
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Most recent annual approval by the Board of Trustees: March 30, 2007
Appendix A amended: December 1, 2007
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/14/ On November 7, 2007, the Board of Trustees approved the merger of the
Ultra-Short Duration Bond Fund into the Ultra Short-Term Income Fund. The
fund merger is expected to occur before the end of the third quarter of
2008.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 28th day of July, 2003, 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 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 annual rates described in Appendix A to Schedule A
for each Fund listed in Appendix A.
For the Aggressive Allocation Fund, Conservative Allocation Fund,
Diversified Bond Fund, Diversified Equity Fund, Diversified Small Cap Fund,
Emerging Growth Fund, Equity Income Fund, Growth Balanced Fund, Growth Equity
Fund, Index Fund, Moderate Balanced Fund and Strategic Small Cap Value Fund, 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 the assets formerly invested in the
following Portfolios:
NAME OF FUND SUB-ADVISORY RATE
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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%
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%
Provided, that no fee shall be payable hereunder with respect to any of the
Funds listed above 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) or 12(d)(1)(G) under the Act.
However, the Sub-Adviser shall receive a fee as described in Appendix A to
Schedule 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.
FUNDS TRUST FUNDS DAILY NET ASSETS
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Aggressive Allocation Fund First 250M 0.10
Over 250M 0.05
Asia Pacific Fund First 100M 0.65
Next 100M 0.55
Over 200M 0.45
Asset Allocation Fund First 100M 0.15
Next 100M 0.125
Over 200M 0.10
Balanced Fund/15/ First 100M 0.25
Next 100M 0.20
Over 200M 0.15
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 Tax-Free Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
California Tax-Free 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
Colorado Tax-Free Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
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/15/ On November 7, 2007, the Board of Trustees approved the merger of the
Balanced Fund into the Asset Allocation Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
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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
Corporate Bond Fund/16/ First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Discovery Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
Dividend Income Fund/17/ First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
Emerging Markets Focus Fund/18/ First 100M 0.65
Next 100M 0.55
Over 200M 0.45
Endeavor Large Cap Fund/19/ First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
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 Index Fund/20/ First 100M 0.05
Next 100M 0.03
Over 200M 0.02
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/16/ On November 7, 2007, the Board of Trustees approved the merger of the
Corporate Bond Fund into the Income Plus Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/17/ On November 7, 2007, the Board of Trustees approved a sub-adviser change to
the Dividend Income Fund. Subject to shareholder approval, the sub-advisory
change is expected to occur in before the end of the third quarter of 2008.
/18/ On November 7, 2007, the Board of Trustees approved the name change from
the Emerging Markets Focus Fund to the Emerging Markets Equity Fund,
effective February 1, 2008.
/19/ On November 7, 2007, the Board of Trustees approved the merger of the
Endeavor Large Cap Fund into the Capital Growth Fund. The fund merger is
expected to occur before the end of the third quarter of 2008.
/20/ On November 7, 2007, the Board of Trustees approved the merger of the
Equity Index Fund into the Index Fund. The fund merger is expected to occur
before the end of the third quarter of 2008.
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
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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
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
High Yield Bond Fund/21/ 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
Intermediate Government Income Fund/22/ First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Intermediate Tax-Free Fund/23/ First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
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/21/ On November 7, 2007, the Board of Trustees approved the merger of the High
Yield Bond Fund into the High Income Fund. Subject to shareholder approval,
the fund merger is expected to occur before the end of the third quarter of
2008.
/22/ On November 7, 2007, the Board of Trustees approved the merger of the
Intermediate Government Income Fund into the Government Securities Fund.
Subject to shareholder approval, the fund merger is expected to occur
before the end of the third quarter of 2008.
/23/ On November 7, 2007, The Board of Trustees approved the name change from
the Intermediate Tax-Free Fund to the Intermediate Tax/AMT-Free Fund,
effective November 1, 2008.
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
----------------- ------------------
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/24/ 0.00
Managed Account CoreBuilder Shares Series
M/10/ 0.00
Mid Cap Disciplined Fund 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
Municipal Bond Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Municipal Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
National Limited-Term Tax-Free Fund/25/ First 100M 0.15
Next 200M 0.10
Over 300M 0.05
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/24/ On November 7, 2007, the Board of Trustees approved the establishment of
the Xxxxx Fargo Managed Account CoreBuilder Shares Series G and the Xxxxx
Fargo Managed Account CoreBuilder Shares Series M, which are expected to
commence operations on or about February 29, 2008.
/25/ On November 7, 2007, the Board of Trustees approved the merger of the
National Limited-Term Tax-Free Fund into the Short-Term Municipal Bond
Fund. Subject to shareholder approval, the fund merger is expected to occur
before the end of the third quarter of 2008.
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
----------------- ------------------
National Tax-Free Fund/26/ First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
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
Nebraska Tax-Free Fund/27/ First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
Opportunity Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Overland Express Sweep Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
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 First 100M 0.55
Next 100M 0.50
Over 200M 0.40
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/26/ On November 7, 2007, the Board of Trustees approved the merger of the
National Tax-Free Fund into the Municipal Bond Fund. Subject to shareholder
approval, the fund merger is expected to occur before the end of the third
quarter of 2008.
/27/ On November 7, 2007, the Board of Trustees approved the liquidation of the
Nebraska Tax-Free Fund. The liquidation is expected to occur on or about
January 25, 2008.
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET ASSETS
----------------- ------------------
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 First 100M 0.45
Next 100M 0.40
Over 200M 0.30
Strategic Income Fund First 100M 0.35
Next 200M 0.30
Next 200M 0.25
Over 500M 0.20
Treasury Plus Money Market Fund First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
Ultra-Short Duration Bond Fund/28/ First 100M 0.15
Next 200M 0.10
Over 300M 0.05
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 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
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/28/ On November 7, 2007, the Board of Trustees approved the merger of the
Ultra-Short Duration Bond Fund into the Ultra Short-Term Income Fund. The
fund merger is expected to occur before the end of the third quarter of
2008.
FEE AS % OF AVG.
FUNDS TRUST FUNDS DAILY NET 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 30, 2007
Schedule A amended: December 1, 2007
The foregoing fee schedule is agreed to as of December 1, 2007 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 X'Xxxxx
Chief Financial Officer