INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND SMITH ASSET MANAGEMENT, L.P. Appendix A Aggressive Allocation Fund1 (currently named the Strategic Growth Allocation Fund) Conservative Allocation...

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

INVESTMENT SUB-ADVISORY AGREEMENT

BETWEEN XXXXX FARGO FUNDS TRUST, XXXXX FARGO

FUNDS MANAGEMENT, LLC AND XXXXX ASSET

MANAGEMENT, L.P.

Appendix A

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

Moderate Balanced 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 13th day of November, 2003, by and between Xxxxx Fargo Funds Management, LLC (the “Adviser”) and Xxxxx Asset Management Group, L.P. (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 annual rate of percentage of the assets of the Funds listed below.

for assets formerly invested in the Disciplined Growth Portfolio:

a. 0.30% of the first $200 million;

b. 0.20% of the next $300 million; and

c. 0.15% of the sums in excess of $500 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 1940 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.

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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
XXXXX ASSET MANAGEMENT GROUP, L.P.
By:		/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx
		Principal

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