Exhibit 99.(d)(2)(iii)
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO VARIABLE TRUST
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VARIABLE TRUST FUNDS
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VT Asset Allocation Fund/1/
VT Discovery Fund
VT Core Equity Fund*
VT Equity Income Fund/2/
VT Money Market Fund/3/
VT Omega Growth Fund*
VT Small/Mid Cap Value Fund/4/
VT Opportunity Fund
VT Small Cap Growth Fund
VT Total Return Bond Fund
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Most recent annual approval by the Board of Trustees: March 27, 2009
Appendix A amended: January 11, 2010
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/1/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Variable Trust
approved the name change of the VT Asset Allocation Fund to the VT Index
Asset Allocation Fund, effective May 1, 2010.
* In connection with the reorganization with the Evergreen family of funds,
on December 18, 2009 and January 11, 2010, the Board of Trustees of Xxxxx
Fargo Variable Trust approved the establishment of new Xxxxx Fargo
Advantage VT shell funds to become effective on July 16, 2010.
/2/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Variable Trust
approved the merger of the VT Equity Income Fund into the VT Intrinsic
Value Fund. Subject to the receipt of shareholder approval, the merger will
become effective on July 16, 2010.
/3/ On December 18, 2009 the Board of Trustees of Xxxxx Fargo Variable Trist
approved the liquidation of the VT Money Market Fund effective April 30,
2010.
/4/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Variable Trust
approved the name change of the VT Small/Mid Cap Value Fund to the VT Small
Cap Value Fund effective May 1, 2010.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO VARIABLE TRUST
This fee agreement is made as of the 1st day of May, 2003, between Xxxxx
Fargo Funds Management, LLC (the "Adviser") and Xxxxx Capital Management
Incorporated (the "Sub-Adviser") and
WHEREAS, the parties and Xxxxx Fargo Variable 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 for each Fund listed in
Appendix A:
NAME OF FUND SUB-ADVISORY RATE
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VT Asset Allocation Fund/5/ First 100M 0.15
Next 100M 0.125
Over 200M 0.10
VT Discovery Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.35
VT Core Equity Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
VT Equity Income Fund/6/ First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
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/5/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Variable Trust
approved the name change of the VT Asset Allocation Fund to the VT Index
Asset Allocation Fund, effective May 1, 2010.
* In connection with the reorganization with the Evergreen family of funds,
on December 18, 2009 and January 11, 2010, the Board of Trustees of Xxxxx
Fargo Variable Trust approved the establishment of new Xxxxx Fargo
Advantage VT shell funds to become effective on July 16, 2010.
/6/ On January 11, 2010, the Board of Trustees of Xxxxx Fargo Variable Trust
approved the merger of the VT Equity Income Fund into the VT Intrinsic
Value Fund. Subject to the receipt of shareholder approval, the merger will
become effective on July 16, 2010.
NAME OF FUND SUB-ADVISORY RATE
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VT Money Market Fund/7/ First 1B 0.05
Next 2B 0.03
Next 3B 0.02
Over 6B 0.01
VT Omega Growth Fund* First 100M 0.35
Next 100M 0.30
Next 300M 0.20
Over 500M 0.15
VT Small/Mid Cap Value Fund/8/ First 100M 0.45
Next 100M 0.40
Over 200M 0.35
VT Opportunity Fund First 100M 0.45
Next 100M 0.40
Over 200M 0.30
VT Small Cap Growth Fund First 100M 0.55
Next 100M 0.50
Over 200M 0.40
VT Total Return Bond Fund First 100M 0.20
Next 200M 0.175
Next 200M 0.15
Over 500M 0.10
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/7/ On December 18, 2009 the Board of Trustees of Xxxxx Fargo Variable Trust
approved the liquidation of the VT Money Market Fund effective April 30,
2010.
/8/ On January 11, 2010 the Board of Trustees of Xxxxx Fargo Variable Trust
approved the name change of the VT Small/Mid Cap Value Fund to the VT Small
Cap Value Fund effective May 1, 2010. Concurrently with the name change,
the investment strategy will be revised to reflect a small cap strategy and
the sub-advisory fee schedule will reflect the following small cap
breakpoints: 0.55% on the first 100M; 0.50% on the next 100M; and 0.40%
over 200M.
The foregoing fee schedule is agreed to as of January 11, 2010 and shall
remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
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Xxxxxx Xxxx
Executive Vice President
XXXXX CAPITAL MANAGEMENT INCORPORATED
By:
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Xxxxx Xxxxxx
Chief Operating Officer