SCHEDULE A

C&B INVESTMENT SUB-ADVISORY AGREEMENT

FEE AGREEMENT

WELLS FARGO FUNDS TRUST

This fee agreement is made as of the 18^th day of July, 2008, and is amended as of the 29^th day of March, 2013, by and between Wells Fargo Funds Management, LLC (the “Adviser”) and Cooke & Bieler, L.P. (the “Sub-Adviser”).

WHEREAS, the parties and Wells Fargo Funds Trust have entered into an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”) whereby the Sub-Adviser provides management and other services to each series of the Trust listed in Appendix A to the Sub-Advisory Agreement (each a “Fund” and collectively the “Funds”); and

WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as indicated below;

NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser under the Sub-Advisory Agreement shall be calculated and paid on a monthly basis by applying the annual rates indicated below to each Fund’s average daily net assets throughout the month:

Name of Fund

Breakpoints

Sub-Advisory Rate

C&B Mid Cap Value Fund¹

First 250M

Next 250M

Over 750M

0.55%

0.50%

0.45%

0.40%

¹On March 29, 2013, the Board of Funds Trust approved an advisory fee change to the C&B Mid Cap Value Fund. Effective May 1, 2013 the advisory fees will be: First 200M 0.45%; Next 200M 0.40%; Over 400M 0.35%.

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

WELLS FARGO FUNDS MANAGEMENT, LLC

By:

Andrew Owen

Executive Vice President

COOKE & BIELER, L.P.

By: _____________________________________

Name:

Title: