EX-99. (d)(16)
APPENDIX A
MATRIX ADVISORS, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
FUNDS TRUST FUNDS(1)
Growth and Income Fund
Large Company Core Fund
Most recent annual approval by the Board of Trustees: March 30, 2007 Appendix A
amended: December 1, 2007
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/1/ On November 7, 2007, the Board of Trustees approved the merger of the Large
Company Core Fund into the Growth and Income Fund. The fund merger will
occur before the end of the third quarter of 2008, at which time the name
of the Growth and Income Fund will change to the Large Company Core Fund.
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SCHEDULE A
MATRIX ADVISORS, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 11th day of April, 2005, by and
between Xxxxx Fargo Funds Trust (the "Trust"), Xxxxx Fargo Funds Management, LLC
(the "Adviser") and Matrix Asset Advisors, Inc. (the "Sub-Adviser"); and
WHEREAS, the parties have entered into an Investment Sub-Advisory Agreement
("Sub-Advisory Agreement") whereby the Sub-Adviser provides management and other
services to each series of the Trust listed in Appendix A to the Sub-Advisory
Agreement (each a "Fund" and collectively the "Funds"); and
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 and paid on a
monthly basis by applying annual rate of percentage of the assets of the Funds
listed below:
NAME OF FUND/1/ SUB-ADVISORY RATE
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Growth and Income Fund First $50M 0.20%
Over $50M 0.16%
Large Company Core Fund First $50M 0.20%
Over $50M 0.16%
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(2) On November 7, 2007, the Board of Trustees approved the merger of the Large
Company Core Fund into the Growth and Income Fund. The fund merger will
occur before the end of the third quarter of 2008, at which time the name
of the Growth and Income Fund will change to the Large Company Core Fund.
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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 TRUST
on behalf of the Funds
By:
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X. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
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Xxxxxx Xxxx
Executive Vice President
MATRIX ASSET ADVISORS, INC.
By:
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Xxxxxxx Xxxxxxx
Senior Managing Director
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