Appendix A Peregrine Investment Sub-Advisory Agreement Wells Fargo Funds Trust Aggressive Allocation Fund1 (currently named the Strategic Growth Allocation Fund) Conservative Allocation Fund2 (currently named the Strategic Income Fund) Diversified...

EX-99.B(d)(2)(iii)

Appendix A

Peregrine Investment Sub-Advisory Agreement

Xxxxx Fargo Funds Trust

Aggressive Allocation Fund¹ (currently named the Strategic Growth Allocation Fund)

Conservative Allocation Fund² (currently named the Strategic Income Fund)

Diversified Bond Fund

Diversified Equity Fund

Diversified Small Cap Fund

Growth Balanced Fund

Growth Equity Fund

Large Company Growth Fund

Moderate Balanced Fund

Small Company Growth Fund

Small Company Value Fund

Most Recent Annual Approval Date: April 4, 2005

Appendix A amended: November 2, 2004

¹ On November 2, 2004, the Board of Trustees approved certain Fund name changes. Effective April 11, 2005, the Strategic Growth Allocation Fund will be renamed the Aggressive Allocation Fund.

² On November 2, 2004, the Board of Trustees approved certain Fund name changes. Effective April 11, 2005, the Strategic Income Fund will be renamed the Conservative Allocation Fund.

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SCHEDULE A

XXXXX FARGO FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

FEE AGREEMENT

This fee agreement is made as of the 27th day of November, 2001, by and between Xxxxx Fargo Funds Management, LLC (the “Adviser”) and Peregrine Capital Management, Inc. (the “Sub-Adviser”) and

WHEREAS, the parties and Xxxxx Fargo Funds 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 per Fund:

1. for the Small Company Value Fund:

a. 0.50% on the first $175 million;

b. 0.75% on all sums in excess of $175 million.

2. for the Tactical Maturity Bond Fund:

a. 0.40% on the first $10 million;

b. 0.30% on the next $15 million;

c. 0.20% on the next $275 million;

d. 0.10% on all sums in excess of $300 million.

3. for assets formerly invested in Large Company Growth Portfolio:

a. 0.75% on the first $25 million;

b. 0.60% on the next $25 million;

c. 0.50% on the next $225 million;

d. 0.30% on all sums in excess of $275 million.

4. for assets formerly invested in Small Company Growth Portfolio:

a. 0.90% on the first $50 million;

b. 0.75% on the next $130 million;

c. 0.65% on the next $160 million;

d. 0.50% on the next $345 million;

e. 0.52% on the next $50 million;

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f. 0.55% on all sums in excess of $735 million.

5. for assets formerly invested in the Small Company Value Portfolio:

a. 0.50% on the first $175 million;

b. 0.75% on all sums in excess of $175 million.

6. for assets formerly invested in Tactical Maturity Bond Portfolio:

a. 0.40% on the first $10 million;

b. 0.30% on the next $15 million;

c. 0.20% on the next $275 million

d. 0.10% on all sums in excess of $300 million.

provided, that no fee shall be payable hereunder with respect to a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with and reliance upon Section 12(d)(1)(E) under the Act.

The net assets under management against which the foregoing fees are to be applied are the net assets as of the last day of the month. If this fee agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this agreement is in effect shall be subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. During any period when the determination of net asset value is suspended, the net asset value for the last day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of the month.

The foregoing fee schedule is agreed to as of November 2, 2004 and shall remain in effect until changed in writing by the parties.

XXXXX FARGO FUNDS MANAGEMENT, LLC
By:		/s/ Xxxxxx Xxxx
		Xxxxxx Xxxx
		Senior Vice President
PEREGRINE CAPITAL MANAGEMENT, INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
		President

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