0001193125-06-135679 Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN WELLS FARGO MASTER TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND SSgA FUNDS MANAGEMENT, INC.
Sub-Advisory Agreement • June 26th, 2006 • Wells Fargo Master Trust • Delaware

This AGREEMENT is made as of this 27th day of May, 2005, between Wells Fargo Master 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 SSgA Funds Management, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the Commonwealth of Massachusetts, with its principal place of business at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

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WELLS FARGO MASTER TRUST AMENDED AND RESTATED SECURITIES LENDING AGREEMENT
Securities Lending Agreement • June 26th, 2006 • Wells Fargo Master Trust • California

This RESTATED AGREEMENT, made as of the 10th day of August, 2004, and amended and restated August 17, 2005, by and among Wells Fargo Master 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”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN WELLS FARGO MASTER TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND WELLS CAPITAL MANAGEMENT INCORPORATED
Fee Agreement • June 26th, 2006 • Wells Fargo Master Trust • Delaware

This AMENDED AND RESTATED AGREEMENT is made as of this 1st day of March, 2001, as amended as of March 31, 2006, between Wells Fargo Master 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 Wells Capital Management Incorporated, a corporation organized under the laws of the State of California, with its principal place of business at 525 Market Street, 10th Floor San Francisco, California 94105 (the “Sub-Adviser”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN WELLS FARGO MASTER TRUST, WELLS FARGO FUNDS MANAGEMENT, LLC AND PEREGRINE CAPITAL MANAGEMENT, INC.
Agreement • June 26th, 2006 • Wells Fargo Master Trust • Delaware

This AMENDED AND RESTATED AGREEMENT is made as of this 1st day of March, 2001, and amended as of March 31, 2006, between Wells Fargo Master 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 Peregrine Capital Management, Inc., a corporation organized under the laws of the State of Minnesota with its principal place of business at 800 LaSalle Avenue, Minneapolis, Minnesota 55402 (the “Sub-Adviser”).

Schedule I PLACEMENT AGENCY AGREEMENT Wells Fargo Master Trust
Wells Fargo Master Trust • June 26th, 2006
Appendix A CUSTODY AGREEMENT Wells Fargo Master Trust
Custody Agreement • June 26th, 2006 • Wells Fargo Master Trust

For its custodial services, the Custodian shall receive a fee, with respect to each Portfolio of 0.02% of the average daily net assets of each such Portfolio. Exceptions to the custodial fees are noted below for the following Portfolios:

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