WELLS FARGO FUNDS TRUST WELLS FARGO MASTER TRUST WELLS FARGO VARIABLE TRUST AMENDMENT TO ACCOUNTING SERVICES AGREEMENT

EX-99.B(h)(2)

XXXXX FARGO FUNDS TRUST

XXXXX FARGO MASTER TRUST

XXXXX FARGO VARIABLE TRUST

AMENDMENT

TO

ACCOUNTING SERVICES AGREEMENT

THIS AMENDMENT (the “Amendment”) to the Accounting Services Agreement is made as of the 1st day of March 2005, by and between PFPC Inc. (“PFPC”) and each of the Xxxxx Fargo Funds Trust, Xxxxx Fargo Master Trust and Xxxxx Fargo Variable Trust (referred to collectively as the “Funds” or individually as a “Fund”).

BACKGROUND:

A. Each Fund and PFPC entered into an Accounting Services Agreement dated as of September 1, 2002, as amended (the “Agreement”), relating to PFPC’s provision of accounting services to the Funds.

B. The Agreement contemplates an initial term expiring on December 31, 2005, and each Fund and PFPC desire to extend the term of the Agreement.

C. Each Fund and PFPC desire to amend the Agreement to accommodate the foregoing.

D. This Background section and the attached Exhibit A to this Amendment are hereby incorporated by reference in and made a part of this Amendment.

TERMS:

NOW, THEREFORE, in intending to be legally bound hereby, the parties hereto agree as follows:

1. The first sentence of Section 16(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “This Agreement shall expire on December 31, 2007 (the “Initial Term”) unless earlier terminated as provided below.”

2. The second sentence of Section 18 of the Agreement is hereby amended by replacing the reference to “Schedule A” with a reference to “Exhibit A.”

3. Exhibit A to the Agreement (List of Investment Funds) is hereby amended and restated as set forth on Exhibit A to this Amendment.

4. Miscellaneous.

(a) Capitalized terms not defined in this Amendment have their respective meanings as defined in the Agreement.

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(b) Except as specifically set forth in this Amendment, (i) no provision of this Amendment is intended to alter or otherwise impact the terms and conditions of the Agreement; and (ii) all provisions of the Agreement remain in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, this Amendment shall control with respect to the matters set forth herein.

(c) The Agreement, as amended hereby, together with any previous amendments, and its Exhibits, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supercedes all prior communications with respect thereto.

(d) This Amendment may be executed in two or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument. The facsimile signature of any part to this Amendment shall constitute the valid and binding execution hereof by such party.

(e) This amendment shall be governed by the laws of the State of Delaware, without regard to its principles of conflicts of laws.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below as of the date and year first above written.

XXXXX FARGO FUNDS TRUST
/s/ C. Xxxxx Xxxxxxx
Name:		C. Xxxxx Xxxxxxx
Title:		Secretary
XXXXX FARGO MASTER TRUST
/s/ C. Xxxxx Xxxxxxx
Name:		C. Xxxxx Xxxxxxx
Title:		Secretary
XXXXX FARGO VARIABLE TRUST
/s/ C. Xxxxx Xxxxxxx
Name:		C. Xxxxx Xxxxxxx
Title:		Secretary
PFPC INC.
/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:

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XXXXX FARGO FUNDS TRUST

XXXXX FARGO MASTER TRUST

XXXXX FARGO VARIABLE TRUST

ACCOUNTING SERVICES AGREEMENT

AMENDED AND RESTATED

EXHIBIT A

Portfolios

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

XXXXX FARGO FUNDS TRUST

Names of Portfolios		Existing Classes*
Effective 10/1/2002
Specialized Financial Services Fund		A, B, C
Effective 11/29/2002
High Yield Bond Fund		A, B, C
Effective 1/21/2003
California Limited-Term Tax-Free Fund		A, C, Administrator
California Tax-Free Fund		A, B, C, Administrator
Colorado Tax-Free Fund		A, B, Administrator
Minnesota Tax-Free Fund		A, B, Administrator
National Limited-Term Tax-Free Fund		Administrator
National Tax-Free Fund		A, B, C, Administrator
Nebraska Tax-Free Fund		Administrator
Effective 1/27/2003
Asset Allocation Fund		A, B, C, Administrator
Income Plus Fund		A, B, C
Intermediate Government Income Fund		A, B, C, Administrator
Effective 2/10/2003
California Tax-Free Money Market Fund		A, Service
California Tax-Free Money Market Trust		Single Class

* On August 10, 2004, the Board of Trustees approved certain share class adjustments and name changes for the non-money market Funds of the Trust, effective on April 11, 2005. Prior to April 11, 2005, the Administrator Class was named the Institutional Class and the Institutional Class was named the Select Class.

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Cash Investment Money Market Fund		Institutional, Service
Government Money Market Fund1		A, Institutional, Service
Liquidity Reserve Money Market Fund 2		Single Class
Minnesota Money Market Fund		A
Money Market Fund		A, B
Money Market Trust		Single Class
National Tax-Free Money Market Fund3		A, Institutional, Service
National Tax-Free Money Market Trust		Single Class
Overland Express Sweep Fund		Single Class
Prime Investment Money Market Fund4		Institutional, Service
Treasury Plus Money Market Fund5		A, Institutional, Service
100% Treasury Money Market Fund		A, Service
Effective 2/24/2003
Equity Index Fund		A, B
International Equity Fund		A, B, C, Administrator
Mid Cap Growth Fund		A, B, C
Small Cap Opportunities Fund		Administrator
Specialized Health Sciences Fund		A, B, C
Specialized Technology Fund		A, B, C
Effective 2/28/2003
Inflation-Protected Bond Fund		A, B, C, Administrator
Effective 3/3/2003
Outlook Today Fund		A, B, C, Administrator, Institutional
Outlook 2010 Fund		A, B, C, Administrator, Institutional
Outlook 2020 Fund		A, B, C, Administrator, Institutional
Outlook 2030 Fund		A, B, C, Administrator, Institutional
Outlook 2040 Fund		A, B, C, Administrator, Institutional

¹ Effective as of the close of business on July 25, 2003: (i) Institutional Class shares of the Government Money Market Fund were established, and (ii) the existing Institutional Class shares of the Government Institutional Money Market Fund were merged into the newly created Institutional Class shares of the Government Money Market Fund.

² On November 2, 2004, the Board of Trustees approved the removal of the Investor Class designation from the Liquidity Reserve Money Market Fund.

³ Effective as of the close of business on July 25, 2003: (i) Class A shares of the National Tax-Free Institutional Money Market Fund were established, (ii) the existing Class A shares of the National Tax-Free Money Market Fund were merged into the newly created Class A shares of the National Tax-Free Institutional Money Market Fund, and (iii) the name of the National Tax-Free Institutional Money Market Fund was changed to National Tax-Free Money Market Fund.

⁴ Effective as of the close of business on July 25, 2003: (i) Institutional Class shares of the Prime Investment Money Market Fund were established, and (ii) the existing Institutional Class shares of the Prime Investment Institutional Money Market Fund were merged into the newly created Institutional Class shares of the Prime Investment Money Market Fund.

⁵ Effective as of the close of business on July 25, 2003: (i) Class A shares of the Treasury Plus Institutional Money Market Fund were established, (ii) the existing Class A shares of the Treasury Plus Money Market Fund were merged into the newly created Class A shares of the Treasury Plus Institutional Money Market Fund, and (iii) the name of the Treasury Plus Institutional Money Market Fund was changed to Treasury Plus Money Market Fund.

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Effective 3/24/2003
Diversified Bond Fund		Administrator
Diversified Equity Fund		A, B, C, Administrator
Diversified Small Cap Fund		Administrator
Equity Income Fund		A, B, C, Administrator
Growth Balanced Fund		A, B, C, Administrator
Growth Equity Fund		A, B, C, Administrator
Index Fund		Administrator
Large Cap Appreciation Fund		A, B, C, Administrator
Large Company Growth Fund		A, B, C, Administrator, Institutional
Moderate Balanced Fund		Administrator
Small Company Growth Fund		Administrator
Small Company Value Fund		A, B, C, Administrator
Stable Income Fund		A, B, Administrator
Aggressive Allocation Fund		Administrator
Conservative Allocation Fund		Administrator
WealthBuilder Equity Portfolio		Single Class
WealthBuilder Growth Balanced Portfolio		Single Class
WealthBuilder Tactical Equity Portfolio		Single Class
Effective 6/9/2003
Emerging Markets Focus Fund		A, B, C, Administrator
Institutional Emerging Markets Fund		Institutional
Short Duration Government Bond Fund		A, B, C, Administrator
Small Cap Growth Fund		A, B, C, Administrator
Total Return Bond Fund		A, B, C, Administrator, Institutional
Effective 6/30/2003
Stable Income Fund		C
Effective 7/31/2003
Cash Investment Money Market Fund		Administrator
Government Money Market Fund		Administrator
Effective 8/29/2003
Equity Value Fund		A, B, C, Administrator
Effective 10/31/2003
International Value Fund		A
Effective 1/30/2004
National Limited-Term Tax-Free Fund		A, B, C
Moderate Balanced Fund		A, B, C
Small Company Growth Fund		A, B, C

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Effective 7/26/2004
C&B Large Cap Value Fund		A, B, C, D, Administrator, Institutional
C&B Mid Cap Value Fund		A, B, C, D, Administrator, Institutional
Value Fund		A, B, C, Investor, Administrator
Effective 10/1/2004
WealthBuilder Conservative Allocation Portfolio		Single Class
WealthBuilder Growth Allocation Portfolio		Single Class
WealthBuilder Moderate Balanced Portfolio		Single Class
Effective 4/11/2005
Asia Pacific Fund		Investor
Balanced Fund		Investor
Capital Growth Fund		Administrator, Institutional, Investor
Common Stock Fund		A, B, C, Z
Corporate Bond Fund		Advisor, Institutional, Investor
Discovery Fund		Administrator, Investor
Dividend Income Fund		Administrator, Investor
Endeavor Large Cap Fund		A, B, C
Endeavor Select Fund		A, B, C, Administrator, Institutional
Enterprise Fund		Administrator, Advisor, Institutional, Investor
Government Securities Fund		C, Administrator, Advisor, Institutional, Investor
Growth Equity Fund		Institutional
Growth Fund		C, Administrator, Advisor, Institutional, Investor
Growth and Income Fund		Administrator, Advisor, Institutional, Investor
Heritage Money Market Fund		Administrator, Institutional
High Income Fund		Advisor, Institutional, Investor
Index Fund		Investor
Intermediate Tax-Free Fund		Investor
International Core Fund		A, B, C, Administrator
International Value		B, C, Administrator
Large Cap Growth Fund		Investor
Large Company Core Fund		A, B, C, Z, Administrator
Large Company Growth Fund		Z
Life Stage - Aggressive Portfolio		Investor Class
Life Stage - Conservative Portfolio		Investor Class
Life Stage - Moderate Portfolio		Investor Class
Mid Cap Disciplined Fund		Administrator, Institutional, Investor
Mid Cap Growth Fund		Z
Minnesota Tax-Free Fund		C, Z
Money Market Fund		Investor
Municipal Bond Fund		A, B, C, Administrator, Investor
Municipal Money Market Fund		Investor

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National Tax-Free Money Market Fund		Administrator
Opportunity Fund		Administrator, Advisor, Investor
Overseas Fund		Institutional, Investor
Short Duration Government Bond Fund		Institutional
Short-Term Bond Fund		Advisor, Institutional, Investor
Short-Term High Yield Bond Fund		Advisor, Investor
Short-Term Municipal Bond Fund		C, Investor
Small Cap Disciplined Fund		Administrator, Institutional, Investor
Small Cap Growth Fund		Z, Institutional
Small Cap Value Fund		A, B, C, Z
Small/Mid Cap Value Fund		Administrator, Investor
Specialized Technology Fund		Z
Strategic Income Fund		A, B, C
Total Return Bond Fund		Z
Ultra-Short Duration Bond Fund		A, B, C, Z
Ultra Short-Term Income Fund		Administrator, Advisor, Institutional, Investor
Ultra Short-Term Municipal Income Fund		Advisor, Institutional, Investor
U.S. Value Fund		A, B, C, Z, Administrator
Wisconsin Tax-Free Fund		C, Investor

XXXXX FARGO MASTER TRUST

Names of Portfolios		Existing Classes
Effective 3/24/2003
Disciplined Growth Portfolio		Single Class
Equity Income Portfolio		Single Class
Index Portfolio		Single Class
International Core Portfolio		Single Class
Large Cap Appreciation Portfolio		Single Class
Large Company Growth Portfolio		Single Class
Managed Fixed Income Portfolio		Single Class
Small Cap Index Portfolio		Single Class
Small Company Growth Portfolio		Single Class
Small Company Value Portfolio		Single Class
Stable Income Portfolio		Single Class
Tactical Maturity Bond Portfolio		Single Class
Effective 8/29/2003
Equity Value Portfolio		Single Class
Effective 10/31/2003
International Value Portfolio		Single Class
Effective 10/6/2004
International Growth Portfolio		Single Class

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International Index Portfolio		Single Class
Effective 12/6/2004
C&B Large Cap Value Portfolio		Single Class
Effective 7/25/05
Inflation-Protected Bond Portfolio		Single Class
Total Return Bond Portfolio		Single Class
To be Effective upon Fund Launch
Strategic Small Cap Value Portfolio 6		Single Class

XXXXX FARGO VARIABLE TRUST

Names of Portfolios		Existing Classes
Effective 1/13/2003
Asset Allocation Fund		Single Class
C&B Large Cap Value Fund		Single Class
Equity Income Fund		Single Class
International Core Fund		Single Class
Large Company Core Fund		Single Class
Large Company Growth Fund		Single Class
Money Market Fund		Single Class
Small Cap Growth Fund		Single Class
Total Return Bond Fund		Single Class
Effective 4/11/2005
Discovery Fund		Single Class
Multi Cap Value Fund		Single Class
Opportunity Fund		Single Class

⁶ On August 17, 2005, the Board of Trustees approved the establishment of the Strategic Small Cap Portfolio, which is expected to commence operations on January 31, 2006.

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