EX-99.(d)(2)(i)
APPENDIX A
▇▇▇▇▇ CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
▇▇▇▇▇ FARGO MASTER TRUST
Master Trust Funds
Emerging Growth Portfolio
Equity Income Portfolio
Index Portfolio
Inflation-Protected Bond Portfolio
Short-Term Investment Portfolio
Small Cap Index Portfolio
Strategic Small Cap Value Portfolio
Total Return Bond Portfolio
Most recent annual approval by the Board of Trustees: March 28, 2008
Appendix A amended: November 14, 2008
SCHEDULE A
▇▇▇▇▇ CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
AMENDED AND RESTATED FEE AGREEMENT
▇▇▇▇▇ FARGO MASTER TRUST
This amended and restated fee agreement is made as of the 31/st/ day of
March, 2006 and supersedes the fee agreement dated August 6/th/, 2002, by and
between ▇▇▇▇▇ Fargo Funds Management, LLC (the "Adviser") and ▇▇▇▇▇ Capital
Management Incorporated (the "Sub-Adviser") and
WHEREAS, the parties and ▇▇▇▇▇ Fargo Master 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 listed for each Fund listed in
Appendix A.
Name of Fund Sub-Advisory Rate
------------ -----------------------
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%
Inflation-Protected Bond Portfolio First 100M 0.20%
Next 200M 0.175%
Next 200M 0.15%
Over 500M 0.10%
Short-Term Investment Portfolio First 1B 0.05%
Next 2B 0.03%
Next 3B 0.02%
Over 6B 0.01%
Name of Fund Sub-Advisory Rate
------------ -----------------------
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%
Total Return Bond Portfolio First 100M 0.20%
Next 200M 0.175%
Next 200M 0.15%
Over 500M 0.10%
Most recent annual approval by the Board of Trustees: March 28, 2008
Schedule A amended: November 14, 2008
The foregoing fee schedule is agreed to as of November 14, 2008 and shall
remain in effect until changed in writing by the parties.
▇▇▇▇▇ FARGO FUNDS MANAGEMENT, LLC
By:
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
▇▇▇▇▇ CAPITAL MANAGEMENT INCORPORATED
By:
---------------------------------
▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer