0000907244-13-000134 Sample Contracts

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT AMONG WELLS FARGO VARIABLE TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND METROPOLITAN WEST CAPITAL MANAGEMENT, LLC
Sub-Advisory Agreement • April 23rd, 2013 • Wells Fargo Variable Trust • Delaware

This AMENDED AND RESTATED AGREEMENT is made as of this 6th day of July, 2010, as amended and restated as of November 7, 2012, by and among Wells Fargo Variable 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 Metropolitan West Capital Management, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of California, with its principal place of business at 610 Newport Center Drive, Suite 1000, Newport Beach, CA 92660.

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SCHEDULE A FEE AND EXPENSE AGREEMENT WELLS FARGO VARIABLE TRUST (Capped Operating Expense Ratios)
Fee and Expense Agreement • April 23rd, 2013 • Wells Fargo Variable Trust

The foregoing schedule of capped operating expense ratios is agreed to as of March 29, 2013 and shall remain in effect until changed in writing by the parties.

FEE AGREEMENT
Fee Agreement • April 23rd, 2013 • Wells Fargo Variable Trust

This fee agreement is made as of the 1st day of May, 2003, and is amended as of the 29th day of March 2013, between Wells Fargo Funds Management, LLC (the “Adviser”) and Wells Capital Management Incorporated (the “Sub-Adviser”) and

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