0001193125-05-073760 Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN WELLS FARGO FUNDS TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND MATRIX ASSET ADVISORS, INC.
Sub-Advisory Agreement • April 11th, 2005 • Wells Fargo Funds Trust • Delaware

This AGREEMENT is made as of this 11th day of April 2005, between Wells Fargo Funds 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 Matrix Asset Advisors, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of New York, with its principal place of business at 747 Third Avenue, 31st Floor, New York, NY 10017.

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AMENDED AND RESTATED CUSTODY AGREEMENT WELLS FARGO FUNDS TRUST
Custody Agreement • April 11th, 2005 • Wells Fargo Funds Trust • Minnesota

THIS AMENDED AND RESTATED AGREEMENT is made as of this 10th day of August, 2004, between Wells Fargo Funds Trust, a business Trust organized under the laws of the State of Delaware with its principal place of business at 525 Market Street, San Francisco, California 94105 and Wells Fargo Bank, N.A. (the “Custodian”), a banking association organized under the laws of the United States of America with its principal place of business at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479.

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • April 11th, 2005 • Wells Fargo Funds Trust • Massachusetts

THIS AGREEMENT is made effective the 11th day of April, 2005, by and between each of Wells Fargo Funds Trust and Wells Fargo Variable Trust, each a Delaware business trust (referred to collectively as the “Funds” or individually as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”),

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • April 11th, 2005 • Wells Fargo Funds Trust

THIS AGREEMENT is made as of September 1, 2002 separately by and between each of WELLS FARGO FUNDS TRUST, WELLS FARGO CORE TRUST and WELLS FARGO VARIABLE TRUST, each a Delaware business trust (referred to collectively as the “Funds” or individually as a “Fund”) and PFPC INC., a Massachusetts corporation (“PFPC”).

ADMINISTRATION AGREEMENT Appendix A Overview of Fee Structure1 Fees for Multi- Class Funds
Administration Agreement • April 11th, 2005 • Wells Fargo Funds Trust
SCHEDULE A WELLS FARGO FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT FEE AGREEMENT
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

This fee agreement is made as of the 31st day of August, 2001, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Cadence Capital Management (the “Sub-Adviser”); and

SCHEDULE A WELLS FARGO FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT FEE AGREEMENT
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

This fee agreement is made as of the 1st day of May, 2003, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Schroder Investment Management North America Inc. (the “Sub-Adviser”) and

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...
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

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

SECURITIES LENDING AGREEMENT Exhibit A FUNDS OF WELLS FARGO FUNDS TRUST
Securities Lending Agreement • April 11th, 2005 • Wells Fargo Funds Trust

* On August 16, 2004, the Board of Trustees approved the reorganization of certain Strong Funds into certain Funds of the Trust. In connection with this reorganization, this Fund is expected to commence operations on April 11, 2005.

SCHEDULE A WELLS FARGO FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT FEE AGREEMENT
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

This fee agreement is made as of the 1st day of April, 2003, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Dresdner RCM Global Investors LLC (the “Sub-Adviser”).

WELLS FARGO FUNDS TRUST INVESTMENT ADVISORY AGREEMENT SCHEDULE A
Wells Fargo Funds Trust • April 11th, 2005

* On August 10, 2004, the Board of Trustees approved the reorganization of certain Strong Funds into certain Funds of the Trust. In connection with this reorganization, this Fund is expected to commence operations on April 11, 2005.

APPENDIX A C&B INVESTMENT SUB-ADVISORY AGREEMENT
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

This fee agreement is made as of the 24th day of March, 2004, by and between Wells Fargo Funds Trust (the “Trust”), Wells Fargo Funds Management, LLC (the “Adviser”) and Cooke & Bieler, L.P. (the “Sub-Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT SCHEDULE A
Agency and Service Agreement • April 11th, 2005 • Wells Fargo Funds Trust

* On August 16, 2004, the Board of Trustees approved the reorganization of certain Strong Funds into certain Funds of the Trust. In connection with this reorganization, this Fund is expected to commence operations on April 11, 2005.

SCHEDULE A WELLS FARGO FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT FEE AGREEMENT
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

This fee agreement is made as of the 30th day of August, 2002, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Sutter Advisors LLC (the “Sub-Adviser”); and

WELLS FARGO FUNDS TRUST WELLS CAPITAL MANAGEMENT INCORPORATED INVESTMENT SUB- ADVISORY AGREEMENT FEE AGREEMENT Appendix A
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

* On August 10, 2004, the Board of Trustees approved the reorganization of certain Strong Funds into certain Funds of the Trust. In connection with this reorganization, this Fund is expected to commence operations on April 11, 2005.

DISTRIBUTION AGREEMENT
Distribution Agreement • April 11th, 2005 • Wells Fargo Funds Trust • Delaware

THIS AGREEMENT is made as of April 8, 2005, by and between WELLS FARGO FUNDS TRUST, a Delaware statutory trust (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”), and WELLS FARGO FUNDS DISTRIBUTOR, LLC, a Delaware limited liability company (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

SYSTEMATIC INVESTMENT SUB-ADVISORY AGREEMENT WELLS FARGO FUNDS TRUST APPENDIX A
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust
APPENDIX B WELLS FARGO FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT FEE AGREEMENT
Fee Agreement • April 11th, 2005 • Wells Fargo Funds Trust

This fee agreement is made as of the 1st day of February, 2005, by and between Wells Fargo Funds Trust (the “Trust”), Wells Fargo Funds Management, LLC (the “Adviser”) and LSV Asset Management (the “Sub-Adviser”).

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