EX-99.B(d)(1)(ii)
FEE AND EXPENSE AGREEMENT
THIS AGREEMENT is made as of this 1st day of March, 2001 among Xxxxx Fargo
Variable Trust (the "Trust"), a Delaware business trust, for itself and on
behalf of its series listed in Schedules A and B, attached hereto (individually
referred to as the "Fund" or collectively referred to as the "Funds"), and Xxxxx
Fargo Funds Management, LLC ("Funds Management" or the "Advisor"), a limited
liability company organized under the laws of the State of Delaware.
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940;
WHEREAS, Funds Management serves as investment advisor and/or administrator
to each of the Funds pursuant to an investment advisory agreement (the
"Investment Advisory Agreement") and/or an Administration Agreement
("Administration Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Limitation of Total Operating Expense Ratios. The Advisor hereby
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agrees to waive any advisory fees payable to it under the Investment Advisory
Agreement, waive any administration fees payable to it under the Administration
Agreement, or reimburse other expenses of the Funds to the extent necessary to
maintain a total operating expense ratio (the "Capped Operating Expense Ratios")
for each Fund that does not exceed its capped operating expense ratio (each, a
Capped Operating Expense Ratio"), as set forth in Schedule A attached hereto
(each, a "Commitment").
2. Duration of the Agreement.
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(a) Initial Waiver. The parties agree that Funds Management will
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maintain the Capped Operating Expense Ratios until the expiration/renewal date
specified in Schedule A (the "Expiration/Renewal Date").
(b) Automatic Renewal of the Commitments. The parties agree that
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each Commitment will renew automatically for a period of one year from each
anniversary of the Expiration/Renewal Date unless, prior to such anniversary
date: (i) Funds Management provides notice to the Board of Trustees to the
effect that it has elected not to renew a Commitment for a full year with
respect to one or more specified Funds; (ii) Funds Management provides notice to
the Board of Trustees to the effect that it has elected to reduce a listed
Capped Operating Expense Ratio with respect to one or more specified Funds;
and/or (iii) the Board of Trustees approves an increase to the listed Capped
Operating Expense Ratio with respect to one or more specified Funds. The notice
referred to in subparagraphs (i) and (ii), above, or in subparagraph (i) of
Subsection 2(c), may take the form of presentation materials delivered to the
Board of
Trustees at or before a meeting of the Board, a presentation to the Board of
Trustees at a meeting of the Board that is reflected in the minutes of such
meeting, or written notice delivered to the Board of Trustees.
(c) Funds Management's Obligations Following Non-Renewal of a
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Commitment. Following any non-renewal of a Commitment with respect to one or
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more specified Funds pursuant to Subsection 2(b), Funds Management will
nevertheless maintain the listed Capped Operating Expense Ratio of the Fund
until such time as (i) Funds Management provides notice to the Board of Trustees
that it is reinstating the Commitment with respect to the Fund at the same or a
reduced Capped Operating Expense Ratio, in which case the provisions of
Subsection 2(b) shall govern thereafter; (ii) the Board of Trustees approves an
increase in the listed Capped Operating Expense Ratio, in which case the
provisions of Subsection 2(d) shall govern; or (iii) the Board of Trustees
approves the elimination of any obligation to maintain a specified ratio.
(d) Board Approval of an Increase in a Capped Operating Expense
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Ratio. If the Board approves an increase in the listed Capped Operating Expense
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Ratio of a Fund, Funds Management's Commitment to maintain the higher Capped
Operating Expenses Ratio will be governed by the renewal and non-renewal
provisions of Subsection 2(b).
3. Modification; Amendment. No modification or amendment to this
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Agreement shall be binding unless in writing and executed by Funds Management
and the Trust. Notwithstanding the foregoing, the parties hereby agree that the
Schedules may be amended or supplemented by having Xxxxx Fargo and the Trust,
execute updated Schedules, without having such action constitute a modification
or amendment to this Agreement. Among other matters, the parties intend that:
(a) Schedule A shall be updated to reflect any additional Funds that are
established from time to time by the Trust and as to which a Capped Operating
Expense Ratio is established; (b) Schedule A shall be updated to reflect any
increases to Capped Operating Expense Ratios that have been approved by the
Board of Trustees or any reductions in Capped Operating Expense Ratios that have
been implemented pursuant to the notice provisions of Subsections 2(b) or 2(c);
and (c) Schedule A shall designate any Funds as to which a Commitment has not
been renewed until (i) a Commitment is reinstated pursuant to Subsection 2(c) or
2(d), or (ii) the Board of Trustees approves the elimination of any obligation
to maintain a specified ratio, at which time such Fund shall be moved to
Schedule B.
4. Entire Agreement. This Agreement supersedes the Amended and Restated
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Fee and Expense Agreement between Xxxxx Fargo Variable Trust and Xxxxx Fargo
Bank, N.A. dated December 18, 2000, which amended and restated a similar
agreement dated September 20, 1999, as amended May 9, 2000 and July 25, 2000.
This Agreement constitutes the entire agreement of the parties with respect to
its subject matter. Each provision herein shall be treated as separate and
independent from any other provision or agreement herein and shall be
enforceable notwithstanding the unenforceability of any such other provision or
agreement. In addition, each provision herein shall be treated as separate and
independent with respect to each Fund. No modification or amendment of this
Agreement shall be binding unless in writing and executed by Xxxxx Fargo and the
Trust.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date above first written.
XXXXX FARGO VARIABLE TRUST, for
itself and on behalf of its series listed on
Schedules A and B attached hereto
By: /s/ C. Xxxxx Xxxxxxx
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C. Xxxxx Xxxxxxx
Secretary
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Vice President
SCHEDULE A
XXXXX FARGO VARIABLE TRUST
capped operating Expiration/
Name of fund expense ratio Renewal Date
Asset Allocation 1.00% April 30*
Corporate Bond 0.90% April 30
Equity Income 1.00% April 30
Equity Value 1.00% April 30
Growth 1.00% April 30
International Equity 1.00 April 30
Large Company Growth 1.00% April 30
Money Market 0.85% April 30
Small Cap Growth 1.20% April 30
Approved by the Board of Trustees: October 24, 2000, December 18, 2000 and
February 6, 2001.
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* Initial Commitment extends to September 20, 2001. Thereafter, the
Expiration/Renewal Date is April 30.
A-1
SCHEDULE B
XXXXX FARGO VARIABLE TRUST
B-1
