0001193125-06-093328 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • May 1st, 2006 • Wells Fargo Variable Trust • Delaware

THIS AGREEMENT, made and entered into this day of , 2006 by and between WELLS FARGO VARIABLE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “Distributor”), LIFE INSURANCE COMPANY, a life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein, and (the “Insurance Underwriter”), a broker-dealer affiliated with the Company.

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WELLS FARGO VARIABLE TRUST AMENDED AND RESTATED SECURITIES LENDING AGREEMENT
Securities Lending Agreement • May 1st, 2006 • Wells Fargo Variable Trust • California

This AGREEMENT, made as of the 10th day of August, 2004, and amended and restated August 17, 2005, by and among Wells Fargo Variable Trust (the “Trust”) on behalf of its funds now existing or hereafter created (the “Funds”), Wells Fargo Funds Management, LLC, as adviser for the Funds (“Funds Management”) and Wells Fargo Bank, N.A., as custodian for the Funds (the “Custodian”).

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 Variable 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”).

SCHEDULE I DISTRIBUTION AGREEMENT VARIABLE TRUST FUNDS1
Distribution Agreement • May 1st, 2006 • Wells Fargo Variable Trust
Appendix A CUSTODY AGREEMENT Wells Fargo Variable Trust
Custody Agreement • May 1st, 2006 • Wells Fargo Variable Trust

For its custodial services, the Custodian shall receive a fee, with respect to each Fund, except the VT International Core Fund, of 0.02% of the average daily net assets of each such Fund. The custodial fee for the VT International Core Fund is 0.10%.

WELLS FARGO FUNDS TRUST WELLS FARGO MASTER TRUST WELLS FARGO VARIABLE TRUST ACCOUNTING SERVICES AGREEMENT AMENDED AND RESTATED EXHIBIT A
Accounting Services Agreement • May 1st, 2006 • Wells Fargo Variable Trust

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