0001193125-06-093279 Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND NEW STAR INSTITUTIONAL MANAGERS LIMITED
Fee Agreement • May 1st, 2006 • Wells Fargo Funds Trust • Delaware

This AGREEMENT is made as of this 1st day of February 2005, between Wells Fargo Funds Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, Wells Fargo Funds Management, LLC (the “Adviser”), a limited liability company organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, 12th Floor, San Francisco, California 94105, and New Star Institutional Managers Limited (the “Sub-Adviser”), a company organized under the laws of England and Wales, with its principal place of business at 1 Knightsbridge Green, London, SW1X7NE.

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TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • May 1st, 2006 • Wells Fargo Funds Trust • Massachusetts

AGREEMENT made as of April 11, 2005, by and between each of the entities listed on Schedule A hereto and each being an entity of the type set forth on Schedule A and organized under the laws of the state of Delaware, each with a principal place of business at 525 Market Street -12th Floor, San Francisco, California 94105 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Schedule A, as revised from time to time, (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds”), but not jointly with any other entities listed on Schedule A, and Boston Financial Data Services, Inc. a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

APPENDIX A CUSTODY AGREEMENT WELLS FARGO FUNDS TRUST
Custody Agreement • May 1st, 2006 • Wells Fargo Funds Trust

For its custodial services, the Custodian shall receive a fee, with respect to each Fund of 0.02% of the average daily net assets of each such Fund. Exceptions to the custodial fees are noted below for the following Funds:

SCHEDULE I DISTRIBUTION AGREEMENT WELLS FARGO FUNDS TRUST
Distribution Agreement • May 1st, 2006 • Wells Fargo Funds Trust
WELLS FARGO FUNDS TRUST WELLS FARGO MASTER TRUST WELLS FARGO VARIABLE TRUST ACCOUNTING SERVICES AGREEMENT AMENDED AND RESTATED EXHIBIT A
Wells Fargo Funds Trust • May 1st, 2006

This Amended and Restated Exhibit A is made as of February 8, 2006 to the Amendment to the Accounting Services Agreement, dated March 1, 2005, by and between PFPC Inc., Wells Fargo Funds Trust, Wells Fargo Master Trust and Wells Fargo Variable Trust.

SCHEDULE A WELLS CAPITAL MANAGEMENT INCORPORATED INVESTMENT SUB-ADVISORY AGREEMENT FEE AGREEMENT WELLS FARGO FUNDS TRUST
Fee Agreement • May 1st, 2006 • Wells Fargo Funds Trust

This fee agreement is made as of the 28th day of July, 2003, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Wells Capital Management Incorporated (the “Sub-Adviser”); and

SCHEDULE A FEE AND EXPENSE AGREEMENT WELLS FARGO FUNDS TRUST (CAPPED OPERATING EXPENSE RATIOS)
Fee and Expense Agreement • May 1st, 2006 • Wells Fargo Funds Trust

* On August 17, 2005, the Board of Trustees approved a decrease in the capped operating expense ratios for each of the Outlook Funds effective at the time each Outlook Fund begins to invest directly in foreign securities through June 30, 2006. The decrease shall be as follows: Outlook Today Fund reduced by 5 basis points (0.05%) for each class, Outlook 2010 Fund reduced by 4 basis points (0.04%) for each class, Outlook 2020 Fund reduced by 3 basis points (0.03%) for each class, Outlook 2030 Fund reduced by 2 basis points (0.02%) for each class, and Outlook 2040 Fund reduced by 1 basis point (0.01%) for each class.

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