AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2014
1933 Act No. 333-74295
1940 Act No. 811-09253
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 335 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 336 [X]
WELLS FARGO FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
525 Market Street
San Francisco, California 94105
(Address of Principal Executive Offices)
(800) 222-8222
(Registrant's Telephone Number)
C. David Messman
Wells Fargo Funds Management, LLC
525 Market Street, 12th Floor
San Francisco, California 94105
(Name and Address of Agent for Service)
With a copy to:
Marco E. Adelfio, Esq.
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001
It is propsed that this filing will become effective: (check appropriate box) |
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immediately upon filing pursuant to paragraph (b) |
X |
on March 1, 2014 pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(i) |
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on [ ] pursuant to paragraph (a)(i) |
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75 days after filing pursuant to paragraph (a)(ii) |
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on [ ] pursuant to paragraph (a)(ii) of Rule 485 |
If appropriate, check the following box: |
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
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Explanatory Note: This Post-Effective Amendment No. 335 to the Registration Statement of Wells Fargo Funds Trust (the "Trust") is being filed primarily to add the audited financial statements and certain related financial information for the fiscal period ended October 31, 2014 for the Wells Fargo Advantage Income Funds and to make certain other non-material changes to the Registration Statement.
WELLS FARGO FUNDS TRUST
PART A
PROSPECTUS
Wells Fargo Advantage Funds
March 1, 2014
Income Funds
Prospectus
Classes A, B, C
Emerging Markets Local Bond Fund
Class A - WLBAX, Class C - WLBEX
International Bond Fund
Class A - ESIYX, Class B - ESIUX, Class C - ESIVX
Strategic Income Fund
Class A - WSIAX, Class C - WSICX
As with all mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells
you otherwise is committing a crime.
Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other
depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation
or any other government agency and may lose value.
Table of Contents
2
6
10
14
15
17
19
21
25
26
26
26
27
28
29
31
34
36
37
38
40
42
44
46
47
48
49
Emerging Markets Local Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of
the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least
$50,000 in the aggregate in specified classes of certain
Wells Fargo Advantage Funds
®. More information about these and other discounts is available from your financial professional and in "A Choice of Share
Classes" and "Reductions and Waivers of Sales Charges" on pages 29 and 31 of the Prospectus and "Additional Purchase and Redemption
Information" on page 54 of the Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment)
Class A
Class C
Maximum sales charge (load) imposed on purchases (as a percentage of offering price)
4.50%
None
Maximum deferred sales charge (load) (as a percentage of offering price)
None
1
1.00%
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other
mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain
the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown
above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
Assuming Redemption at End of Period
Assuming No Redemption
After:
Class A
Class C
Class C
1 Year
$570
$301
$201
3 Years
$948
$750
$750
5 Years
$1,351
$1,325
$1,325
10 Years
$2,473
$2,888
$2,888
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A
higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held
in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the
Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 85% of the average value of
its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in debt securities issued by governments, corporate entities or supranational agencies,
that are tied economically to emerging market countries and denominated in local currencies;
in at least six countries or supranational agencies; and
up to 20% of the Fund's total assets in debt securities denominated in currencies of developed markets but issued by governments
or corporate entities from emerging market countries.
|
1.
Investments of $1 million or more are not subject to a front-end sales charge but generally will be subject to a deferred
sales charge of 1.00% if redeemed within 18 months from the date of purchase.
1.
The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap
the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp
duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this
time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board
of Trustees.
Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We consider a security to be "tied economically to" an emerging market country if it is principally traded on the country's securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.
We may invest in investment-grade and below investment-grade debt securities. While we may purchase securities of any maturity or duration, under normal circumstances, we expect the dollar-weighted average effective maturity of the Fund's portfolio to be between 3 and 10 years, and the dollar-weighted average effective duration of the Fund's portfolio to be between 2 ½ to 8 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. The Fund is considered to be non-diversified.
Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the emerging bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over- or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process. Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Non-Diversification Risk. A Fund that is considered "non-diversified" under the 1940 Act is more susceptible to financial, economic or market events impacting an issuer of portfolio securities than a "diversified" fund. Default by the issuer of a single security in the portfolio may have a greater negative effect than a similar default in a diversified portfolio.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns for Class A as of 12/31 each year
(Returns do not reflect sales charges and would be lower if they did)
Highest Quarter:
3rd Quarter 2013
+0.37%
Lowest Quarter:
2nd Quarter 2013
-7.55%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class C shares will vary.
Purchase and Sale of Fund Shares
In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Minimum Investments |
To Buy or Sell Shares |
Minimum Initial Investment
|
Mail:
Wells Fargo Advantage Funds
|
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
International Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the aggregate in specified classes of certain Wells Fargo Advantage Funds ®. More information about these and other discounts is available from your financial professional and in "A Choice of Share Classes" and "Reductions and Waivers of Sales Charges" on pages 29 and 31 of the Prospectus and "Additional Purchase and Redemption Information" on page 54 of the Statement of Additional Information.
Shareholder Fees (Fees paid directly from your investment) |
|
|
|
|
Class A |
Class B |
Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
4.50% |
None |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None 1 |
5.00% |
1.00% |
1. | Investments of $1 million or more are not subject to a front-end sales charge but generally will be subject to a deferred sales charge of 1.00% if redeemed within 18 months from the date of purchase. |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 129% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns for Class A as of 12/31 each year
(Returns do not reflect sales charges and would be lower if they did)
Highest Quarter: 3rd Quarter 2010
+11.48%
Lowest Quarter: 3rd Quarter 2008
-5.25%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts. After-tax returns are shown only for the Class A shares. After-tax returns for the Class B and Class C shares will vary.
Purchase and Sale of Fund Shares
In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Minimum Investments
|
To Buy or Sell Shares |
Minimum Initial Investment
|
Mail:
Wells Fargo Advantage Funds
|
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
Strategic Income Fund Summary
The Fund seeks total return, consisting of a high level of current income and capital appreciation.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the aggregate in specified classes of certain Wells Fargo Advantage Funds ®. More information about these and other discounts is available from your financial professional and in "A Choice of Share Classes" and "Reductions and Waivers of Sales Charges" on pages 29 and 31 of the Prospectus and "Additional Purchase and Redemption Information" on page 54 of the Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Class A |
Class C |
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
4.50% |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None 1 |
1.00% |
1. | Investments of $1 million or more are not subject to a front-end sales charge but generally will be subject to a deferred sales charge of 1.00% if redeemed within 18 months from the date of purchase. |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at 0.90% for Class A and 1.65% for Class C. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Assuming Redemption at End of Period |
|
Assuming No Redemption |
|
After: |
Class A |
Class C |
|
Class C |
1 Year |
$539 |
$269 |
|
$169 |
3 Years |
$922 |
$723 |
|
$723 |
5 Years |
$1,330 |
$1,304 |
|
$1,304 |
10 Years |
$2,467 |
$2,883 |
|
$2,883 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. For the period from January 31, 2013 (commencement of operations) to October 31, 2013, the Fund's portfolio turnover rate was 39% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in income-producing securities;
up to 100% of the Fund's total assets in debt securities of foreign issuers, including emerging markets issuers, and up to 50% of the Fund's total assets in non-dollar denominated debt securities;
up to 100% of the Fund's total assets in debt securities that are below investment-grade;
up to 25% of the Fund's total assets in preferred stocks; and
up to 10% of the Fund's total assets in debt securities that are in default at the time of purchase.
We invest principally in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans, convertible securities, preferred stocks, foreign corporate debt, foreign sovereign debt, supranational agencies and U.S. Government obligations. We may invest a significant portion of the Fund's assets in mortgage-backed securities, including those issued by agencies and instrumentalities of the U.S. Government. We may invest in below investment-grade debt securities (often called "high yield" securities or "junk bonds") of any credit quality, including unrated securities that we deem to be of comparable quality, as well as securities that are in default at the time of purchase.
We may invest in debt securities of foreign issuers, including emerging markets issuers, denominated in any currency. Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We may seek to add yield by having exposures to a variety of credits, mortgages, and higher yielding countries and currencies.
We pursue the Fund's investment objective by creating an integrated strategy that combines income-producing securities from a variety of sectors. Portfolio managers meet regularly to review and assess the overall portfolio risk level, the allocation of assets among the different sectors, and the role played by each sector in the portfolio. Wells Capital Management Incorporated determines the allocation of assets, and these allocations can change at any time. Each portfolio manager provides overall asset allocation and/or day-to-day portfolio management, and is responsible for security selection within the portfolio managers' assigned sectors.
The investment process for both asset allocation and security selection focuses on the value-driven measures that are used by the portfolio managers when managing sector assignments such as high yield bonds, global bonds, emerging markets, investment-grade bonds, and mortgages. We seek to add return by allocating assets to sectors that we believe offer better opportunities and by using rigorous credit research to identify attractive individual securities. The portfolio managers utilize proprietary tools when measuring opportunities and risks associated with country, currency, credit and mortgage exposures. Securities are sold and allocations to various sectors are reduced when prices rise significantly above our estimates of underlying value, when changes in the financial environment indicate that securities or sectors at current prices no longer offer attractive risk-adjusted returns, or due to cash flow needs.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's overall dollar-weighted average effective duration to be between 0 and 6 years. "Dollar-weighted average effective duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. We may use futures to manage duration exposure. There are no fixed weights for the Fund's allocation across various sectors or markets. The pursuit of the Fund's investment objective of total return, a component of which consists of a high level of current income, however, implies that the Fund will normally seek to have significant holdings of securities offering higher yields relative to U.S. Treasuries.
In addition to currency exposures stemming from our management of non-dollar denominated bonds, including the hedging and cross-hedging of currency exposures associated with these securities, we can manage currency as a separate asset class. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Convertible Securities Risk. Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to risks that are typically associated with both types of securities. The market value of a convertible security tends to decline as interest rates increase but also tends to reflect the market price of the common stock of the issuing company.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
Futures Risk. Because the futures utilized by a Fund are standardized and exchange-traded, where the exchange serves as the ultimate counterparty for all contracts, the primary credit risk on futures contracts is the creditworthiness of the exchange itself. Futures are also subject to market risk, interest rate risk (in the case of futures contracts relating to income producing securities) and index tracking risk (in the case of stock index futures).
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Loan Risk. In addition to the same general risks as debt securities, loans in which a Fund invests may be exposed to highly leveraged borrowers, restrictions on transfer and illiquidity, difficulty in fair valuation, limitations on the exercise of remedies, the inability or unwillingness of assignor(s) on whom a Fund relies to demand and receive loan payments, the absence of credit ratings, and potential co-lender liability.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Mortgage- and Asset-Backed Securities Risk. Mortgage- and asset-backed securities may decline in value when defaults on the underlying mortgage or assets occur and may exhibit additional volatility in periods of changing interest rates. When interest rates decline, the prepayment of mortgages or assets underlying such securities may require the Fund to reinvest such prepaid funds at lower prevailing interest rates, resulting in reduced returns.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
Since the Fund does not have annual returns for at least one calendar year, no performance information is shown.
Purchase and Sale of Fund Shares
In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Minimum Investments |
To Buy or Sell Shares |
Minimum Initial Investment
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Mail:
Wells Fargo Advantage Funds
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Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
Key Fund Information
This Prospectus contains information about one or more Funds within the Wells Fargo Advantage Funds ® family and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.
In this Prospectus, "we" generally refers to Wells Fargo Funds Management, LLC ("Funds Management"), the relevant sub-adviser(s), if applicable, or the portfolio manager(s). "We" may also refer to a Fund's other service providers. "You" refers to the shareholder or potential investor.
Investment Objective and Principal Investment Strategies
The investment objective of each Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees alone. The objective and strategies description for each Fund tells you:
what the Fund is trying to achieve;
how we intend to invest your money; and
what makes the Fund different from the other Funds offered in this Prospectus.
This section also provides a summary of each Fund's principal investments and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis. Percentages of "the Fund's net assets" are measured as percentages of net assets plus borrowings for investment purposes. The investment policies of each Fund concerning "80% of the Fund's net assets" may be changed by the Board of Trustees without shareholder approval, but shareholders would be given at least 60 days' notice.
This section lists the principal risk factors for each Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in a Fund.
Emerging Markets Local Bond Fund
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
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Fund Inception: |
May 31, 2012 |
|
Class A |
Ticker: WLBAX |
Fund Number: 3357 |
Class C |
Ticker: WLBEX |
Fund Number: 3554 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in debt securities issued by governments, corporate entities or supranational agencies, that are tied economically to emerging market countries and denominated in local currencies;
in at least six countries or supranational agencies; and
up to 20% of the Fund's total assets in debt securities denominated in currencies of developed markets but issued by governments or corporate entities from emerging market countries.
Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We consider a security to be "tied economically to" an emerging market country if it is principally traded on the country's securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.
We may invest in investment-grade and below investment-grade debt securities. While we may purchase securities of any maturity or duration, under normal circumstances, we expect the dollar-weighted average effective maturity of the Fund's portfolio to be between 3 and 10 years, and the dollar-weighted average effective duration of the Fund's portfolio to be between 2 ½ to 8 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. The Fund is considered to be non-diversified.
Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the emerging bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over- or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process. Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Non-Diversification Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
|
Fund Inception: |
12/15/1993 |
|
Class A |
Ticker: ESIYX |
Fund Number: 4316 |
Class B |
Ticker: ESIUX |
Fund Number: 860 |
Class C |
Ticker: ESIVX |
Fund Number: 960 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
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Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
The Fund seeks total return, consisting of a high level of current income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in income-producing securities;
up to 100% of the Fund's total assets in debt securities of foreign issuers, including emerging markets issuers, and up to 50% of the Fund's total assets in non-dollar denominated debt securities;
up to 100% of the Fund's total assets in debt securities that are below investment-grade;
up to 25% of the Fund's total assets in preferred stocks; and
up to 10% of the Fund's total assets in debt securities that are in default at the time of purchase.
We invest principally in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans, convertible securities, preferred stocks, foreign corporate debt, foreign sovereign debt, supranational agencies and U.S. Government obligations. We may invest a significant portion of the Fund's assets in mortgage-backed securities, including those issued by agencies and instrumentalities of the U.S. Government. We may invest in below investment-grade debt securities (often called "high yield" securities or "junk bonds") of any credit quality, including unrated securities that we deem to be of comparable quality, as well as securities that are in default at the time of purchase.
We may invest in debt securities of foreign issuers, including emerging markets issuers, denominated in any currency. Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We may seek to add yield by having exposures to a variety of credits, mortgages, and higher yielding countries and currencies.
We pursue the Fund's investment objective by creating an integrated strategy that combines income-producing securities from a variety of sectors. Portfolio managers meet regularly to review and assess the overall portfolio risk level, the allocation of assets among the different sectors, and the role played by each sector in the portfolio. Wells Capital Management Incorporated determines the allocation of assets, and these allocations can change at any time. Each portfolio manager provides overall asset allocation and/or day-to-day portfolio management, and is responsible for security selection within the portfolio managers' assigned sectors.
The investment process for both asset allocation and security selection focuses on the value-driven measures that are used by the portfolio managers when managing sector assignments such as high yield bonds, global bonds, emerging markets, investment-grade bonds, and mortgages. We seek to add return by allocating assets to sectors that we believe offer better opportunities and by using rigorous credit research to identify attractive individual securities. The portfolio managers utilize proprietary tools when measuring opportunities and risks associated with country, currency, credit and mortgage exposures. Securities are sold and allocations to various sectors are reduced when prices rise significantly above our estimates of underlying value, when changes in the financial environment indicate that securities or sectors at current prices no longer offer attractive risk-adjusted returns, or due to cash flow needs.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's overall dollar-weighted average effective duration to be between 0 and 6 years. "Dollar-weighted average effective duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. We may use futures to manage duration exposure. There are no fixed weights for the Fund's allocation across various sectors or markets. The pursuit of the Fund's investment objective of total return, a component of which consists of a high level of current income, however, implies that the Fund will normally seek to have significant holdings of securities offering higher yields relative to U.S. Treasuries.
In addition to currency exposures stemming from our management of non-dollar denominated bonds, including the hedging and cross-hedging of currency exposures associated with these securities, we can manage currency as a separate asset class. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Convertible Securities Risk
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Market Risk
Foreign Currency Transaction Risk
Foreign Investment Risk
Futures Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Loan Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Description of Principal Investment Risks
Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The factors that are most likely to have a material effect on a particular Fund as a whole are called "principal risks." The principal risks for each Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information.
Convertible Securities Risk
Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to risks that
are typically associated with both types of securities. The market value of a convertible security tends to decline as interest
rates increase but also tends to reflect the market price of the common stock of the issuing company. Convertible securities
are also exposed to the risk that an issuer is unable to meet its obligation to make dividend or interest and principal payments
when due as a result of changing financial or market conditions. In the event of a liquidation of the issuing company, holders
of convertible securities would generally be paid only after holders of any senior debt obligations. A Fund may be forced
to convert a convertible security before it would otherwise choose to do so, which may decrease the Fund's return.
Counter-Party Risk
When a Fund enters into an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, the
Fund is exposed to the risk that the other party will not fulfill its contractual obligations. For example, in a repurchase
agreement, there exists the risk that where the Fund buys a security from a seller that agrees to repurchase the security
at an agreed upon price and time, the seller will not repurchase the security. Similarly, the Fund is exposed to counter-party
risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to
repurchase them at a later date.
Debt Securities Risk
Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility
that an issuer or credit support provider of an instrument will be unable to make interest payments or repay principal when
due, and that the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes
in the financial strength of an issuer or credit support provider or changes in the credit rating of a security may affect
its value. Interest rate risk is the risk that market interest rates may increase, which tends to reduce the resale value
of certain debt securities, including U.S. Government obligations. Debt securities with longer durations are generally more
sensitive to interest rate changes than those with shorter durations. Interest rates have remained at historical lows for
an extended period of time. If interest rates rise quickly, it may have a pronounced negative effect on the value of certain
debt securities. Changes in market interest rates do not affect the rate payable on an existing debt security, unless the
instrument has adjustable or variable rate features, which can reduce its exposure to interest rate risk. Changes in market
interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby
affecting their value and returns. Debt securities may also have, or become subject to, liquidity constraints.
Derivatives Risk
The term "derivatives" covers a broad range of investments, including futures, options and swap agreements. In general, a
derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security
or a specified index, asset or rate. The use of derivatives presents risks different from, and possibly greater than, the
risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse
movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the
derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a Fund's return or as a substitute
for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The
success of management's derivatives strategies will also be affected by its ability to assess and predict the impact of market
or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing
the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close
out when a Fund's portfolio manager may believe it would be appropriate to do so. Certain derivative positions (e.g., over-the-counter
swaps) are subject to counterparty risk.
The U.S. government recently enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting and registration requirements. Because the legislation leaves much to rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict a Fund's ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategy as a result. It is unclear how the regulatory changes will affect counterparty risk.
Emerging Markets Risk
Emerging markets securities typically present even greater exposure to the risks described under "Foreign Investment Risk"
and may be particularly sensitive to certain economic changes. For example, emerging market countries are typically more dependent
on exports and are therefore more vulnerable to recessions in other countries. Emerging markets may be under-capitalized and
have less developed legal and financial systems than markets in the developed world. Additionally, emerging markets may have
volatile currencies and may be more sensitive than more mature markets to a variety of economic factors. Emerging market securities
also may be less liquid than securities of more developed countries and could be difficult to sell, particularly during a
market downturn.
Foreign Currency Transactions Risk
Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by
changes in exchange rates. To manage this risk, a Fund may enter into foreign currency futures contracts and foreign currency
exchange contracts to hedge against a decline in the U.S. dollar value of a security it already owns or against an increase
in the value of an asset it expects to purchase. Use of hedging techniques cannot protect against exchange rate risk perfectly.
If a Fund's adviser is incorrect in its judgment of future exchange rate relationships, a Fund could be in a less advantageous
position than if such a hedge had not been established. Losses on foreign currency transactions used for hedging purposes
may be reduced by gains on the assets that are the subject of a hedge. A Fund may also purchase a foreign currency on a spot
or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other
currencies in which a Fund's holdings are denominated. Losses on such transactions may not be reduced by gains from other
Fund assets. A Fund's gains from its positions in foreign currencies may accelerate and/or recharacterize the Fund's income
or gains and its distributions to shareholders. The Fund's losses from such positions may also recharacterize the Fund's income
and its distributions to shareholders and may cause a return of capital to Fund shareholders.
Foreign Investment Risk
Foreign investments, including American Depositary Receipts ("ADRs") and similar investments, are subject to more risks than
U.S. domestic investments. These additional risks may potentially include lower liquidity, greater price volatility and risks
related to adverse political, regulatory, market or economic developments. Foreign companies also may be subject to significantly
higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the
earnings potential of such foreign companies. In addition, amounts realized on sales or distributions of foreign securities
may be subject to high and potentially confiscatory levels of foreign taxation and withholding when compared to comparable
transactions in U.S. securities. Investments in foreign securities involve exposure to changes in foreign currency exchange
rates. Such changes may reduce the U.S. dollar value of the investment. Foreign investments are also subject to risks including
potentially higher withholding and other taxes, trade settlement, custodial, and other operational risks and less stringent
investor protection and disclosure standards in certain foreign markets. In addition, foreign markets can and often do perform
differently from U.S. markets.
Futures Risk
Because the futures utilized by a Fund are standardized and exchange-traded, where the exchange serves as the ultimate counterparty
for all contracts, the primary credit risk on futures contracts is the creditworthiness of the exchange itself. Futures are
also subject to market risk, interest rate risk (in the case of futures contracts relating to income producing securities)
and index tracking risk (in the case of stock index futures).
High Yield Securities Risk
High yield securities (sometimes referred to as "junk bonds") are debt securities that are rated below investment-grade, are
unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered
speculative by major credit rating agencies, have a much greater risk of default (or in the case of bonds currently in default,
of not returning principal) and their values tend to be more volatile than higher-rated securities of similar maturity. The
value of these securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the
individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.
Issuer Risk
The value of a security may decline for a number of reasons that directly relate to the issuer or an entity providing credit
support or liquidity support, such as management performance, financial leverage, and reduced demand for the issuer's goods,
services or securities.
Leverage Risk
Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase
agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions.
Certain derivatives may also create leverage. The use of leverage may cause a Fund to liquidate portfolio positions when it
may not be advantageous to do so. Leveraging, including borrowing, may cause a Fund to be more volatile than if the Fund had
not been leveraged. This is because leverage tends to increase a Fund's exposure to market risk, interest rate risk or other
risks by, in effect, increasing assets available for investment.
Liquidity Risk
A security may not be able to be sold at the time desired or without adversely affecting the price.
Loan Risk
Loans in which a Fund may invest are subject generally to the same risks as debt securities in which the Fund may invest.
Loans in which a Fund invests may be made to finance highly leveraged corporate acquisitions. The highly leveraged capital
structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or
market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell
such participations in secondary markets. As a result, a Fund may be unable to sell loans at a time when it may otherwise
be desirable to do so or may be able to sell them only at a price that is less than their fair market value. Market bids may
be unavailable for loans from time to time; a Fund may find it difficult to establish a fair value for loans held by it. If
a Fund only acquires an assignment or a participation in a loan made by a third party, the Fund may not be able to control
the exercise of any remedies that the lender would have under the corporate loan. In addition, a Fund may have to rely on
the assignor(s) or participating institution(s) to demand and receive payments in respect of the loans, and to pay those amounts
on to the Fund; the Fund will be subject to the risk that the assignor(s) may be unwilling or unable to do so. Many loans
in which a Fund invests may be unrated, and the portfolio manager will be required to rely exclusively on its analysis of
the borrower in determining whether to acquire, or to continue to hold, a loan. In addition, under legal theories of lender
liability, a Fund potentially might be held liable as a co-lender.
Management Risk
Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns
expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares to lose value or may cause
the Fund to underperform other funds with similar investment objectives.
Market Risk
The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline
in value or become illiquid due to factors affecting securities markets generally or particular industries represented in
the securities markets, such as labor shortages or increased production costs and competitive conditions within an industry. A
security may decline in value or become illiquid due to general market conditions which are not specifically related to a
particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings,
changes in interest or currency rates, or adverse investor sentiment generally. During a general downturn in the securities
markets, multiple asset classes may decline in value or become illiquid simultaneously. Equity securities generally have greater
price volatility than debt securities.
Mortgage- and Asset-Backed Securities Risk
Mortgage- and asset-backed securities represent interests in "pools" of mortgages or other assets, including consumer loans
or receivables held in trust. In addition, mortgage dollar rolls are transactions in which a Fund sells mortgage-backed securities
to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. Mortgage- and
asset-backed securities, including mortgage dollar roll transactions, are subject to certain additional risks. Rising interest
rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result,
in a period of rising interest rates, these securities may exhibit additional volatility. This is known as extension risk.
In addition, these securities are subject to prepayment risk, which is the risk that when interest rates decline or are low
but are expected to rise, borrowers may pay off their debts sooner than expected. This can reduce the returns of a Fund because
the Fund will have to reinvest such prepaid funds at the lower prevailing interest rates. This is also known as contraction
risk. These securities also are subject to risk of default on the underlying mortgage or assets, particularly during periods
of economic downturn.
Non-Diversification Risk
A Fund that is considered "non-diversified" under the 1940 Act may invest a greater percentage of its assets in the securities
of a single issuer than a Fund that is considered "diversified" (a "diversified" investment company is required by the 1940
Act, generally, with respect to 75% of its total assets, to invest not more than 5% of such assets in the securities of a
single issuer or own more than 10% of an issuer's outstanding voting securities). A non-diversified Fund is therefore more
susceptible to financial, economic or market events impacting an issuer of portfolio securities than a "diversified" fund.
Default by the issuer of a single security in the portfolio may have a greater negative effect than a similar default in a
diversified portfolio.
Regional Risk
The chance that an entire geographical region will be hurt by political, regulatory, market or economic developments or natural
disasters may adversely impact the value of investments concentrated in the region. Additionally, a Fund with a regional focus
may be more disproportionately and adversely impacted by regional developments than a Fund without a regional focus.
Regulatory Risk
Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market
might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk
U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or government sponsored
entities. While U.S. Treasury obligations are backed by the "full faith and credit" of the U.S. Government, securities issued
by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.
The Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department
of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S.
Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed
by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection
or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S.
Government. If a government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet
its obligations, or its creditworthiness declines, the performance of a Fund that holds securities issued or guaranteed by
the entity will be adversely impacted. U.S. Government obligations are subject to relatively low but varying degrees of credit
risk, and are still subject to interest rate and market risk. U.S. Government obligations may be adversely affected by a default
by, or decline in the credit quality of, the U.S. Government.
Portfolio Holdings Information
A description of the Wells Fargo Advantage Funds' policies and procedures with respect to disclosure of the Wells Fargo Advantage Funds' portfolio holdings is available in the Funds' Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for certain Funds. The substance of the information contained in such commentaries will also be posted to the Funds' Web site at wellsfargoadvantagefunds.com.
Organization and Management of the Funds
About Wells Fargo Funds Trust
The Trust was organized as a Delaware statutory trust on March 10, 1999. The Board of Trustees of the Trust ("Board") supervises each Fund's activities, monitors its contractual arrangements with various service providers and decides on matters of general policy.
The Board supervises the Funds and approves the selection of various companies hired to manage the Funds' operations. Except for the Funds' advisers, which generally may be changed only with shareholder approval, other service providers may be changed by the Board without shareholder approval.
The Adviser
Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, serves as adviser for the Funds. Funds Management is a wholly owned subsidiary of Wells Fargo & Company, a publicly traded diversified financial services company that provides banking, insurance, investment, mortgage and consumer financial services. Funds Management is a registered investment adviser that provides investment advisory services for registered mutual funds, closed-end funds and other funds and accounts.
As adviser, Funds Management is responsible for implementing the investment objectives and strategies of the Funds. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more subadvisers to provide day-to-day portfolio management services to the Funds. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of each Fund's sub-adviser and supervise and monitor the activities of the sub-advisers on an ongoing basis. Funds Management retains overall responsibility for the management of the Funds.
Funds Management's investment professionals review and analyze each Fund's performance, including relative to peer funds,
and monitor each Fund's compliance with its investment objective and strategies. Funds Management is responsible for reporting
to the Board on investment performance and other matters affecting the Funds. When appropriate, Funds Management recommends
to the Board enhancements to Fund features, including changes to Fund
investment objectives, strategies and policies. Funds Management also communicates with shareholders and intermediaries about
Fund performance and features.
For providing these investment advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in each Fund's table of Annual Fund Operating Expenses. Funds Management compensates each sub-adviser from the fees Funds Management receives for its services as investment adviser to the Funds. A discussion regarding the basis for the Board's approval of the advisory and sub-advisory agreements for the Funds is available in each Fund's shareholder report for the period ended April 30, 2012.
For a Fund's most recent fiscal year end, the advisory fee paid to Funds Management, net of any applicable waivers and reimbursements, was as follows:
Advisory Fees Paid |
|
|
As a % of average daily net assets |
Emerging Markets Local Bond Fund |
0.00% |
International Bond Fund |
0.48% |
Strategic Income Fund |
0.00% |
The Sub-Advisers and Portfolio Managers
The following sub-advisers and portfolio managers provide day-to-day portfolio management services to the Funds. These services include making purchases and sales of securities and other investment assets for the Funds, selecting broker-dealers, negotiating brokerage commission rates and maintaining portfolio transaction records. Each sub-adviser is compensated for its services by Funds Management from the fees Funds Management receives for its services as investment adviser to the Funds. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds.
First International Advisors, LLC ("First International Advisors"), a registered investment adviser located at One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD, serves as a sub-adviser and provides portfolio management services to one or more Funds. First International Advisors provides investment advisory services to banking or thrift institutions, investment companies, pension and profit sharing plans, corporations, and state or municipal government entities.
Wells Capital Management Incorporated ("Wells Capital Management"), a registered investment adviser located at 525 Market Street, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to one or more Funds. Wells Capital Management, an affiliate of Funds Management and indirect wholly owned subsidiary of Wells Fargo & Company, is a multi-boutique asset management firm committed to delivering superior investment services to institutional clients.
Multi-Manager Arrangement
The Funds and Funds Management have received an exemptive order from the SEC that permits Funds Management, subject to the
approval of the Board, to select or replace certain sub-advisers to manage all or a portion of the Funds' assets and enter
into, amend or terminate a sub-advisory agreement with certain sub-advisers without obtaining shareholder approval ("Multi-Manager
Structure"). The Multi-Manager Structure applies to sub-advisers that are not affiliated with Funds Management or the Funds,
except to the extent that affiliation arises solely because such sub-advisers provide sub-advisory services to the Funds (Non-Affiliated
Sub-Advisers"), as well as sub-advisers that are indirect or direct wholly-owned subsidiaries of Funds Management or of another
company that, indirectly or directly, wholly owns Funds Management ("Wholly-Owned Sub-Advisers").
Pursuant to the SEC order, Funds Management, with the approval of the Board, has the discretion to terminate any sub-adviser
and allocate and reallocate each Fund's assets among any other Non-Affiliated Sub-Advisers or Wholly-Owned Sub-Advisers. Funds
Management, subject to oversight and supervision by the Board, has responsibility to oversee any sub-adviser to the Funds
and to recommend, for approval by the Board, the hiring, termination and replacement of sub-advisers for the Funds. In the
event that a new sub-adviser is hired pursuant to the multi-manager structure, the Funds are required to provide notice to
shareholders within 90 days.
After choosing a Fund, your next most important choice will be which share class to buy. The table below summarizes the features of the classes of shares available through this Prospectus. Specific Fund charges may vary, so you should review each Fund's fee table as well as the sales charge schedules that follow. Finally, you should review the "Reductions and Waivers of Sales Charges" section of the Prospectus before making your decision as to which share class to buy.
|
|
|
|
|
Class A |
Class B 1 |
Class C |
Initial Sales Charge |
4.50% |
None. Your entire investment goes to work immediately. |
None. Your entire investment goes to work immediately. |
Contingent deferred sales charge (CDSC) |
None (except that a charge of 1% applies to certain redemptions made within eighteen months, following purchases of $1 million or more without an initial sales charge). |
5% and declines until it reaches 0% at the beginning of the 7th year. |
1% if shares are sold within one year after purchase. |
Ongoing distribution (12b-1) fees |
None. |
0.75% |
0.75% |
Purchase maximum |
None. Volume reductions given upon providing adequate proof of eligibility. |
$100,000 |
$1,000,000 |
Annual Expenses |
Lower ongoing expenses than Classes B and C. |
Higher ongoing expenses than Class A because of higher 12b-1 fees. |
Higher ongoing expenses than Class A because of higher 12b-1 fees. |
Conversion feature |
Not applicable. |
Yes. Converts to Class A shares after a certain number of years depending on the Fund, so annual expenses decrease. |
No. Does not convert to Class A shares, so annual expenses do not decrease. |
1. | Class B shares are closed to new investors and additional investments from existing shareholders, except in connection with the reinvestment of any distributions and permitted exchanges and in connection with the closing of a reorganization. For Class B shares currently outstanding and Class B shares acquired upon reinvestment of dividends, all Class B share attributes, including associated CDSC schedules, conversion features, any applicable CDSC waivers, and distribution plan and shareholder services plan fees, will continue in effect. |
Information regarding the Funds' sales charges, breakpoints, and waivers is available free of charge on our Web site at wellsfargoadvantagefunds.com. You may wish to discuss this choice with your financial consultant.
Class A Shares Sales Charge Schedule
If you choose to buy Class A shares, you will pay the public offering price (POP) which is the net asset value (NAV) plus the applicable sales charge. Since sales charges are reduced for Class A share purchases above certain dollar amounts, known as "breakpoint levels," the POP is lower for these purchases. The dollar amount of the sales charge is the difference between the POP of the shares purchased (based on the applicable sales charge in the table below) and the NAV of those shares. Because of rounding in the calculation of the POP, the actual sales charge you pay may be more or less than that calculated using the percentages shown below.
Class A Shares Sales Charge Schedule |
|
||
Amount of Purchase |
Front-end Sales Charge As %
|
Front-end Sales Charge As %
|
Dealer Reallowance As %
|
Less than $50,000 |
4.50% |
4.71% |
4.00% |
$50,000 - $99,999 |
4.00% |
4.17% |
3.50% |
$100,000 - $249,999 |
3.50% |
3.63% |
3.00% |
$250,000 - $499,999 |
2.50% |
2.56% |
2.25% |
$500,000 - $999,999 |
2.00% |
2.04% |
1.75% |
$1,000,000 and over 1 |
0.00% |
0.00% |
1.00% |
1. | We will assess a 1.00% CDSC on Class A share purchases of $1,000,000 or more if they are redeemed within eighteen months from the date of purchase. Certain exceptions apply (see "CDSC Waivers"). The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase. |
Class B Shares Sales Charges
Class B shares are closed to new investors and additional investments from existing shareholders, except that existing shareholders of Class B shares may reinvest any distributions into Class B shares and exchange their Class B shares for Class B shares of other Wells Fargo Advantage Funds (as permitted by our exchange policy) and specified persons may acquire Class B shares of a Fund in connection with the closing of a reorganization. No new or subsequent investments, including through automatic investment plans, will be allowed in Class B shares of the Fund, except through a distribution reinvestment or permitted exchange or in connection with the closing of a reorganization. For Class B shares currently outstanding and Class B shares acquired upon reinvestment of dividends, all Class B shares attributes, including associated CDSC schedules, conversion features, any applicable CDSC waivers, and distribution plan and shareholder services plan fees, will continue in effect. You will not be assessed a CDSC on Fund shares you redeem that were purchased with reinvested distributions. Class B share exchanges will not trigger the CDSC and the new shares will continue to age according to their original schedule and will be charged the CDSC applicable to the original shares upon redemption.
If you exchange Class B shares received in a reorganization for Class B shares of another Fund, you will retain the CDSC schedules of your exchanged shares.
Class C Shares Sales Charges
If you choose Class C shares, you buy them at NAV and agree that if you redeem your shares within one year of the purchase date, you will pay a CDSC of 1.00%. At the time of purchase, the Fund's distributor pays sales commissions of up to 1.00% of the purchase price to selling agents and up to 1.00% annually thereafter. The CDSC percentage you pay is applied to the NAV of the shares on the date of original purchase. For Class C shares received in a reorganization, your date of purchase is the original purchase date of your predecessor Fund. To determine whether the CDSC applies to a redemption, the Fund will first redeem shares acquired by reinvestment of any distributions and then will redeem shares in the order in which they were purchased (such that shares held the longest are redeemed first). Class C shares do not convert to Class A shares, and therefore continue to pay higher ongoing expenses.
Reductions and Waivers of Sales Charges
Generally, we offer more sales charge reductions or waivers for Class A shares than for Class B and Class C shares, particularly if you intend to invest greater amounts. You should consider whether you are eligible for any of the potential reductions or waivers when you are deciding which share class to buy. Consult the Statement of Additional Information for further details regarding reductions and waivers of sales charges, which we may change from time to time.
Class A Shares Sales Charge Reductions and Waivers
You can pay a lower or no sales charge for the following types of purchases. If you believe you are eligible for any of the
following reductions or waivers, it is up to you to ask the selling agent or shareholder servicing agent for the reduction
or waiver and to provide appropriate proof of eligibility.
You pay no sales charges on Fund shares you buy with reinvested distributions.
You pay a lower sales charge if you are investing an amount over a breakpoint level. See "Class A Shares Sales Charge Schedule" above.
You pay no sales charges on Fund shares you purchase with the proceeds of a redemption of either Class A or Class B shares of the same Fund within 90 days of the date of redemption. Subject to the Fund's policy regarding frequent purchases and redemptions of Fund shares, you may not be able to exercise this provision for the first 30 days after your redemption. Systematic transactions through the automatic investment plan, the automatic exchange plan and the systematic withdrawal plan are excluded from this provision.
By signing a Letter of Intent (LOI) prior to purchase, you pay a lower sales charge now in exchange for promising to invest an amount over a specified breakpoint within the next 13 months. Purchases made prior to signing the LOI as well as reinvested dividends and capital gains do not count as purchases made during this period. We will hold in escrow shares equal to approximately 5% of the amount you say you intend to buy. If you do not invest the amount specified in the LOI before the expiration date, we will redeem enough escrowed shares to pay the difference between the reduced sales load you paid and the sales load you should have paid. Otherwise, we will release the escrowed shares when you have invested the agreed amount.
Rights of Accumulation (ROA) allow you to combine Class A, Class B, Class C and WealthBuilder Portfolio shares of any Wells Fargo Advantage Fund already owned (excluding Wells Fargo Advantage money market fund shares, unless you notify us that you previously paid a sales load on these assets) in order to reach breakpoint levels and to qualify for sales load discounts on subsequent purchases of Class A or WealthBuilder Portfolio shares. The purchase amount used in determining the sales charge on your purchase will be calculated by multiplying the maximum public offering price by the number of Class A, Class B, Class C and WealthBuilder Portfolio shares of any Wells Fargo Advantage Fund already owned and adding the dollar amount of your current purchase.
How a Letter of Intent Can Save You Money!
|
Accounts That Can Be Aggregated
You may aggregate the following types of accounts indicated below to qualify for a volume discount:
Can this type of account be aggregated? |
Yes |
No |
Individual accounts |
X |
|
Joint accounts |
X |
|
UGMA/UTMA accounts |
X |
|
Trust accounts over which the shareholder has individual or shared authority |
X |
|
Solely owned business accounts |
X |
|
Retirement Plans |
|
|
Traditional and Roth IRAs |
X |
|
SEP IRAs |
X |
|
SIMPLE IRAs that use the Wells Fargo Advantage Funds prototype agreement 1 |
|
X |
SIMPLE IRAs that do not use the Wells Fargo Advantage Funds prototype agreement |
X |
|
403(b) Plan accounts 2 |
X |
|
401(k) Plan accounts |
|
X |
Other Accounts |
|
|
529 Plan accounts 1 |
|
X |
Accounts held through other brokerage firms |
|
X |
1. | These accounts may be aggregated at the plan level for purposes of establishing eligibility for volume discounts. When plan assets in Fund Class A, Class B, Class C and WealthBuilder Portfolio shares (excluding Wells Fargo Advantage money market fund shares) reach a breakpoint, all plan participants benefit from the reduced sales charge. Participant accounts will not be aggregated with personal accounts. |
2. | Wells Fargo Advantage Funds no longer offers new or accepts purchases in existing 403(b) accounts utilizing the Wells Fargo Advantage Funds prototype agreement. |
Based on the above chart, if you believe that you own shares in one or more accounts that can be combined with your current purchase to achieve a sales charge breakpoint, you must, at the time of your purchase specifically identify those shares to your selling agent or shareholder servicing agent. For an account to qualify for a volume discount, it must be registered in the name of, or held for, the shareholder, his or her spouse or domestic partner, as recognized by applicable state law, or his or her children under the age of 21. Class A shares purchased at NAV will not be aggregated with other shares for purposes of receiving a volume discount.
Class A Shares Sales Charge Waivers for Certain Parties
We reserve the right to enter into agreements that reduce or waive sales charges for groups or classes of shareholders. If
you own Fund shares as part of another account or package such as an IRA or a sweep account, you should read the materials
for that account. Those terms may supercede the terms and conditions discussed here. If you fall into any of the following
categories, you can buy Class A shares at NAV:
Current and retired employees, directors/trustees and officers of:
1)
Wells Fargo Advantage Funds
(including any predecessor funds);
2) Wells Fargo & Company and its affiliates; and
3) family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step
and in-law)) of any of the above.
Current employees of:
1) the Fund's transfer agent;
2) broker-dealers who act as selling agents;
3) family members (spouse, domestic partner, parents, grandparents, children, grandchildren and siblings (including step
and in-law)) of any of the above; and
4) each Fund's sub-adviser, but only for the Fund(s) for which such sub-adviser provides investment advisory services.
Qualified registered investment advisers who buy through a broker-dealer or service agent who has entered into an agreement with the Fund's distributor that allows for load-waived Class A purchases.
Investment companies exchanging shares or selling assets pursuant to a reorganization, merger, acquisition, or exchange offer to which the Fund is a party.
Section 529 college savings plan accounts.
Insurance company separate accounts.
Fund of Funds, including those advised by Funds Management ( Wells Fargo Advantage WealthBuilder Portfolios SM ), subject to review and approval by Funds Management.
Investors who purchase shares that are to be included in certain retirement, benefit, pension, trust or investment "wrap accounts," including such specified types of investors who trade through an omnibus account maintained with a Fund by a broker-dealer.
CDSC Waivers
You will not be assessed a CDSC on Fund shares you redeem that were purchased with reinvested distributions.
We waive the CDSC for all redemptions made because of scheduled (Internal Revenue Code Section 72(t)(2) withdrawal schedule) or mandatory distributions (withdrawals generally made after age 70½ according to Internal Revenue Service guidelines) from traditional IRAs and certain other retirement plans. (See your retirement plan information for details.)
We waive the CDSC for redemptions made in the event of the last surviving shareholder's death or for a disability suffered after purchasing shares. ("Disabled" is defined in Internal Revenue Code Section 72(m)(7).)
We waive the CDSC for redemptions made at the direction of Funds Management in order to, for example, complete a merger or effect a Fund liquidation.
We waive the Class C shares CDSC for redemptions by employer-sponsored retirement plans where the dealer of record waived its commission at the time of purchase.
We also reserve the right to enter into agreements that reduce or eliminate sales charges for groups or classes of shareholders, or for Fund shares included in other investment plans such as "wrap accounts." If you own Fund shares as part of another account or package, such as an IRA or a sweep account, you should read the terms and conditions that apply for that account. Those terms and conditions may supercede the terms and conditions discussed here. Contact your selling agent for further information.
Compensation to Dealers and Shareholder Servicing Agents
Distribution Plan
Each Fund has adopted a Distribution Plan (12b-1 Plan) pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"), for the Class B and Class C shares. The 12b-1 Plan authorizes the payment of all or part of the cost of preparing
and distributing prospectuses and distribution-related services. The 12b-1 Plan also provides that, if and to the extent any
shareholder servicing payments are recharacterized as payments for distribution-related services, they are approved and payable
under the 12b-1 Plan. Fees paid under the 12b-1 Plan by Class B shares that are closed to new investors and additional investments
(except in connection with reinvestment of any distributions and permitted exchanges) primarily cover past sales and distribution
services, as well as ongoing services to shareholders. The fees paid under this 12b-1 Plan are as follows:
Fund |
Class B |
Class C |
Emerging Markets Local Bond Fund |
N/A |
0.75% |
International Bond Fund |
0.75% |
0.75% |
Strategic Income Fund |
N/A |
0.75% |
These fees are paid out of each Class's assets on an ongoing basis. Over time, these fees will increase the cost of your investment and may cost you more than other types of sales charges.
Shareholder Servicing Plan
The Funds have a shareholder servicing plan. Under this plan, each Fund has agreements with various shareholder servicing
agents to process purchase and redemption requests, to service shareholder accounts, and to provide other related services
for each Class of the Fund. For these services, each Class pays an annual fee of up to 0.25% of its average daily net assets.
Additional Payments to Dealers
In addition to dealer reallowances and payments made by each Fund for distribution and shareholder servicing, the Fund's
adviser, the distributor or their affiliates make additional payments ("Additional Payments") to certain selling or shareholder
servicing agents for the Fund, which include broker-dealers and 401(k) service providers and recordkeepers. These Additional
Payments are made in connection with the sale and distribution of shares of the Fund or for services to the Fund and its shareholders.
These Additional Payments, which may be significant, are paid by the Fund's adviser, the distributor or their affiliates,
out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex.
In return for these Additional Payments, the Funds' adviser and distributor expect the Funds to receive certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the selling agent's clients (sometimes referred to as "Shelf Space"); access to the selling agent's registered representatives; and/or ability to assist in training and educating the selling agent's registered representatives.
Certain selling or shareholder servicing agents receive these Additional Payments to supplement amounts payable by the Fund under the shareholder servicing plans. In exchange, these agents provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by each Fund's transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).
The Additional Payments may create potential conflicts of interest between an investor and a selling agent who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial consultant and review carefully any disclosure by the selling agent as to what monies they receive from mutual fund advisers and distributors, as well as how your financial consultant is compensated.
The Additional Payments are typically paid in fixed dollar amounts, or based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and shareholder servicing agents. Additional Payments to a selling agent that is compensated based on its customers' assets typically range between 0.05% and 0.30% in a given year of assets invested in the Fund by the selling agent's customers. Additional Payments to a selling agent that is compensated based on a percentage of sales typically range between 0.10% and 0.15% of the gross sales of the Fund attributable to the selling agent. In addition, representatives of the Funds' distributor visit selling agents on a regular basis to educate their registered representatives and to encourage the sale of Fund shares. The costs associated with such visits may be paid for by the Fund's adviser, distributor, or their affiliates, subject to applicable FINRA regulations.
More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Statement of Additional Information, which is on file with the SEC and is also available on the Wells Fargo Advantage Funds website at wellsfargoadvantagefunds.com.
The share price ("net asset value per share" or "NAV") for a Fund is calculated each business day as of the close of trading on the New York Stock Exchange ("NYSE") (generally 4 p.m. ET). To calculate a Fund's NAV, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption of Fund shares is effected is based on the next calculation of NAV after the order is placed. The Fund does not calculate its NAV on days the NYSE is closed for trading, which include New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
With respect to any portion of a Fund's assets that may be invested in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.
With respect to any portion of a Fund's assets invested directly in securities, the Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sale price during the regular trading session if the security trades on an exchange (closing price). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and if no NOCP is available, then at the last reported sales price.
We are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments if we believe that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, we use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable and, if not, what fair market value to assign to the security.
In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that the Fund could obtain for such security if it were to sell the security as of the time of fair value pricing. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price. See the Statement of Additional Information for additional details regarding the pricing of Fund shares.
How to Open an Account
You can open a Wells Fargo Advantage Funds account through any of the following means:
directly with the Fund. Complete a Wells Fargo Advantage Funds application, which you may obtain by visiting our Web site at wellsfargoadvantagefunds.com or by calling Investor Services at 1-800-222-8222. Be sure to indicate the Fund name and the share class into which you intend to invest when completing the application;
through a brokerage account with an approved selling agent; or
through certain retirement, benefit and pension plans or certain packaged investment products. (Please contact the providers of the plan or product for instructions.)
This section explains how you can buy shares directly from Wells Fargo Advantage Funds . If you're opening a new account, an account application is available on-line at wellsfargoadvantagefunds.com or by calling Investor Services at 1-800-222-8222. For Fund shares held through brokerage and other types of accounts, please consult your selling agent.
General Notes for Buying Shares
Proper Form. If the transfer agent receives your new account application or purchase request in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your new account application or purchase request is received in proper form after the close of trading on the NYSE, your transaction will be priced at the next business day's NAV. If your new account application or purchase request is not in proper form, additional documentation may be required to process your transaction.
Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.
U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.
Insufficient Funds. You will be charged a $25.00 fee for every check or Electronic Funds Transfer that is returned to us as unpaid.
No Fund Named. When all or a portion of a payment is received for investment without a clear Fund designation, we may direct the undesignated portion or the entire amount, as applicable, into the Wells Fargo Advantage Money Market Fund. We will treat your inaction as approval of this purchase until you later direct us to sell or exchange these shares of the Money Market Fund, at the next NAV calculated after we receive your order in proper form.
Right to Refuse an Order. We reserve the right to refuse or cancel a purchase or exchange order for any reason, including if we believe that doing so would be in the best interests of a Fund and its shareholders.
Minimum Initial and Subsequent Investment Waivers. We allow a reduced minimum initial investment of $50 if you sign up for at least a $50 monthly automatic investment purchase plan. If you opened your account with the set minimum amount shown in the above chart, we allow reduced subsequent purchases for a minimum of $50 a month if you purchase through an automatic investment plan. We may also waive or reduce the minimum initial and subsequent investment amounts for purchases made through certain retirement, benefit and pension plans, certain packaged investment products, or for certain classes of shareholders as permitted by the SEC. Check specific disclosure statements and applications for the program through which you intend to invest.
Other Share Classes. You may be eligible to invest in one or more classes of shares offered by a Fund. Each of the Fund's share classes bears varying expenses and may differ in other features. Consult your financial intermediary for more information regarding the Fund's available share classes.
Special Considerations When Investing Through Financial Intermediaries
If a financial intermediary purchases shares on your behalf, you should understand the following:
Minimum Investments and Other Terms of Your Account. Share purchases are made through a customer account at your financial intermediary following that firm's terms. Financial intermediaries may require different minimum investment amounts. Please consult an account representative from your financial intermediary for specifics.
Records are Held in Financial Intermediary's Name. Financial intermediaries are usually the holders of record for shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.
Purchase/Redemption Orders. Financial intermediaries are responsible for transmitting their customers' purchase and redemption orders to a Fund and for delivering required payment on a timely basis.
Shareholder Communications. Financial intermediaries are responsible for delivering shareholder communications and voting information from a Fund, and for transmitting shareholder voting instructions to a Fund.
The information provided in this Prospectus is not intended for distribution to, or use by, any person or entity in any non-U.S. jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country.
The Funds are distributed by Wells Fargo Funds Distributor, LLC, a member of FINRA/SIPC, and an affiliate of Wells Fargo & Company. Securities Investor Protection Corporation ("SIPC") information and brochure are available at SIPC.org or by calling SIPC at (202) 371-8300.
The following section explains how you can sell shares held directly through an account with Wells Fargo Advantage Funds . For Fund shares held through brokerage or other types of accounts, please consult your selling agent.
General Notes For Selling Shares
Proper Form. If the transfer agent receives your request to sell shares in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your request to sell shares is received in proper form after the close of trading on the NYSE, it will be priced at the next business day's NAV. If your request is not in proper form, additional documentation may be required to sell your shares.
CDSC Fees. Your redemption proceeds are net of any applicable CDSC fees.
Form of Redemption Proceeds. You may request that your redemption proceeds be sent to you by check, by EFT into a bank account, or by wire. Please call Investor Services regarding requirements for linking bank accounts or for wiring funds. Although generally we pay redemption requests in cash, we reserve the right to determine in our sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the 1940 Act, and the rules thereunder. The redeeming shareholder should expect to incur transaction costs upon the disposition of the securities received.
Earning Distributions. Your shares are eligible to earn distributions through the date of redemption. If you redeem shares on a Friday or prior to a holiday, your shares will continue to be eligible to earn distributions until the next business day.
Telephone/Internet Redemptions. We will take reasonable steps to confirm that telephone and internet instructions are genuine. For example, we require proof of your identification, such as a Taxpayer Identification Number or username and password, before we will act on instructions received by telephone or the internet. We will not be liable for any losses incurred if we follow telephone or internet instructions we reasonably believe to be genuine. Your call may be recorded.
Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through EFT or the Automatic Investment Plan, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.
Retirement Plans and Other Products. If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supercede the directions in this Prospectus.
Medallion Guarantees. Medallion guarantees are only required for mailed redemption requests under the following circumstances: (1) if the address on your account was changed within the last 15 days; (2) if the amount of the redemption exceeds $100,000 and includes bank account information that is not currently on file with Wells Fargo Advantage Funds or if all of the owners of your Wells Fargo Advantage Fund account are not included in the registration of the bank account provided; or (3) if the redemption is made payable to a third party. You can get a Medallion guarantee at a financial institution such as a bank or brokerage house. We do not accept notarized signatures.
How to Exchange Shares
Exchanges between Wells Fargo Advantage Funds involve two transactions: (1) a sale of shares of one Fund; and (2) the purchase of shares of another. In general, the same rules and procedures that apply to sales and purchases apply to exchanges. There are, however, additional factors you should keep in mind while making or considering an exchange:
In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e., a Fund not closed to new accounts), with the following exception: Class A shares of non-money market funds may also be exchanged for Service Class shares of any money market fund.
Same-fund exchanges between share classes are permitted subject to the following conditions: (1) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; (2) for exchanges into Class A shares, the shareholder must meet all qualifications to purchase Class A shares at net asset value based on current prospectus guidelines; and (3) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange.
An exchange request will be processed on the same business day, provided that both Funds are open at the time the request is received. If one or both Funds are closed, the exchange will be processed on the following business day.
You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.
Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.
If you are making an initial investment into a Fund through an exchange, you must exchange at least the minimum initial purchase amount for the new Fund, unless your balance has fallen below that amount due to investment performance.
Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.
Class B and Class C share exchanges will not trigger the CDSC. The new shares will continue to age according to their original schedule and will be charged the CDSC applicable to the original shares upon redemption.
Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.
Frequent Purchases and Redemptions of Fund Shares
Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.
Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can negatively impact a Fund's long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.
Wells Fargo Advantage Funds , other than the Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund and Ultra Short-Term Municipal Income Fund ("Ultra-Short Funds") and the money market funds, (the "Covered Funds"). The Covered Funds are not designed to serve as vehicles for frequent trading. The Covered Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Covered Fund shareholders. The Board has approved the Covered Funds' policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Covered Fund by increasing expenses or lowering returns. In this regard, the Covered Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Covered Fund shareholders. Funds Management monitors available shareholder trading information across all Covered Funds on a daily basis. If a shareholder redeems more than $5,000 (including redemptions that are part of an exchange transaction) from a Covered Fund, that shareholder is "blocked" from purchasing shares of that Covered Fund (including purchases that are part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to:
Money market funds;
Ultra-Short Funds;
Dividend reinvestments;
Systematic investments or exchanges where the financial intermediary maintaining the shareholder account identifies the transaction as a systematic redemption or purchase at the time of the transaction;
Rebalancing transactions within certain asset allocation or "wrap" programs where the financial intermediary maintaining a shareholder account is able to identify the transaction as part of an asset allocation program approved by Funds Management;
Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;
Permitted exchanges between share classes of the same Fund;
Certain transactions involving participants in employer-sponsored retirement plans, including: participant withdrawals due to mandatory distributions, rollovers and hardships, withdrawals of shares acquired by participants through payroll deductions, and shares acquired or sold by a participant in connection with plan loans; and
Purchases below $5,000 (including purchases that are part of an exchange transaction).
The money market funds and the Ultra-Short Funds. Because the money market funds and Ultra-Short Funds are often used for short-term investments, they are designed to accommodate more frequent purchases and redemptions than the Covered Funds. As a result, the money market funds and Ultra-Short Funds do not anticipate that frequent purchases and redemptions, under normal circumstances, will have significant adverse consequences to the money market funds or Ultra-Short Funds or their shareholders. Although the money market funds and Ultra-Short Funds do not prohibit frequent trading, Funds Management will seek to prevent an investor from utilizing the money market funds and Ultra-Short Funds to facilitate frequent purchases and redemptions of shares in the Covered Funds in contravention of the policies and procedures adopted by the Covered Funds.
All Wells Fargo Advantage Funds . In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations.
In the event that an asset allocation or "wrap" program is unable to implement the policy outlined above, Funds Management may grant a program-level exception to this policy. A financial intermediary relying on the exception is required to provide Funds Management with specific information regarding its program and ongoing information about its program upon request.
A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading rather than the policies set forth above in instances where Funds Management reasonably believes that the intermediary's policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.
Account Policies
Automatic Plans
These plans help you conveniently purchase and/or redeem shares each month. Once you select a plan, tell us the day of the
month you would like the transaction to occur. If you do not specify a date, we will process the transaction on or about the
25th day of the month. Call Investor Services at 1-800-222-8222 for more information.
Automatic Investment Plan —With this plan, you can regularly purchase shares of a Wells Fargo Advantage Fund with money automatically transferred from a linked bank account.
Automatic Exchange Plan —With this plan, you can regularly exchange shares of a Wells Fargo Advantage Fund you own for shares of another Wells Fargo Advantage Fund. See the "How to Exchange Shares" section of this Prospectus for the conditions that apply to your shares. In addition, each transaction in an Automatic Exchange Plan must be for a minimum of $100. This feature may not be available for certain types of accounts.
Systematic Withdrawal Plan
—With this plan, you can regularly redeem shares and receive the proceeds by check or by transfer to a linked bank account.
To participate in this plan, you:
must have a Fund account valued at $10,000 or more;
must request a minimum redemption of $100;
must have your distributions reinvested; and
may not simultaneously participate in the Automatic Investment Plan, unless your account is a Money Market Fund or an Ultra
Short-Term Bond Fund (Ultra Short-Term Income Fund or Ultra Short-Term Municipal Income Fund).
Payroll Direct Deposit —With this plan, you may transfer all or a portion of your paycheck, social security check, military allotment, or annuity payment for investment into the Fund of your choice.
It generally takes about ten business days to establish a plan once we have received your instructions. It generally takes about five business days to change or cancel participation in a plan. We may automatically cancel your plan if the linked bank account you specified is closed, or for other reasons.
Householding
To help keep Fund expenses low, a single copy of a prospectus or shareholder report may be sent to shareholders of the same
household. If your household currently receives a single copy of a prospectus or shareholder report and you would prefer to
receive multiple copies, please contact your financial intermediary.
Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222
for information on:
Individual Retirement Plans, including Traditional IRAs and Roth IRAs.
Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.
There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information, call the number listed above. For retirement accounts held directly with the Fund, certain fees may apply, including an annual account maintenance fee.
Small Account Redemptions
We reserve the right to redeem certain accounts that fall below the minimum initial investment amount as the result of shareholder
redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account
above the minimum investment amount. Please call Investor Services at 1-800-222-8222 or contact your selling agent for further
details.
Statements and Confirmations
Statements summarizing activity in your account are mailed quarterly. Confirmations are mailed following each purchase, sale,
exchange, or transfer of Fund shares, except generally for Automatic Investment Plan transactions, Systematic Withdrawal Plan
transactions using Electronic Funds Transfer, and purchases of new shares through the automatic reinvestment of distributions.
Upon your request and for the applicable fee, you may obtain a reprint of an account statement. Please call Investor Services
at 1-800-222-8222 for more information.
Electronic Delivery of Fund Documents
You may elect to receive your Fund prospectuses, shareholder reports and other Fund documents electronically in lieu of paper
form by enrolling on the Fund's Web site at wellsfargo.com/advantagedelivery. If you make this election, you will be notified
by e-mail when the most recent Fund documents are available for electronic viewing and downloading.
To receive Fund documents electronically, you must have an e-mail account and an internet browser that meets the requirements described in the Privacy & Security section of the Fund's Web site at wellsfargoadvantagefunds.com. You may change your electronic delivery preferences or revoke your election to receive Fund documents electronically at any time by visiting wellsfargo.com/advantagedelivery.
Statement Inquiries
Contact us in writing regarding any errors or discrepancies noted on your account statement within 60 days after the date
of the statement confirming a transaction. We may deny your ability to refute a transaction if we do not hear from you within
those 60 days.
Transaction Authorizations
Telephone, electronic, and clearing agency privileges allow us to accept transaction instructions by anyone representing
themselves as the shareholder and who provides reasonable confirmation of their identity. Neither we nor
Wells Fargo Advantage Funds
will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions
through the automated phone system and our Web site, we will assign personal identification numbers (PINs) and/or passwords
to help protect your account information. To safeguard your account, please keep your PINs and passwords confidential. Contact
us immediately if you believe there is a discrepancy on your confirmation statement or if you believe someone has obtained
unauthorized access to your account, PIN or password.
USA PATRIOT Act
In compliance with the USA PATRIOT Act, all financial institutions (including mutual funds) at the time an account is opened,
are required to obtain, verify and record the following information for all registered owners or others who may be authorized
to act on the account: full name, date of birth, taxpayer identification number (usually your Social Security Number), and
permanent street address. Corporate, trust and other entity accounts require additional documentation. This information will
be used to verify your identity. We will return your application if any of this information is missing, and we may request
additional information from you for verification purposes. In the rare event that we are unable to verify your identity, we
reserve the right to redeem your account at the current day's NAV. You will be responsible for any losses, taxes, expenses,
fees, or other results of such a redemption.
Distributions
The Emerging Markets Local Bond Fund and the Strategic Income Fund generally distribute net investment income, if any, monthly and the International Bond Fund generally distributes net investment income, if any, quarterly. The amount distributed in any given period may be less than the amount earned in that period or more than the amount earned in that period if it includes amounts earned in a previous period but retained for later distribution. The Funds generally distribute net capital gains, if any, at least annually.
We offer the following distribution options. To change your current option for payment of distributions, please call 1-800-222-8222.
Automatic Reinvestment Option —Allows you to buy new shares of the same class of the Fund that generated the distributions. The new shares are purchased at NAV generally on the day the distribution is paid. This option is automatically assigned to your account unless you specify another option.
Check Payment Option —Allows you to have checks for distributions mailed to your address of record or to another name and address which you have specified in written instructions. A medallion guarantee may also be required. If checks remain uncashed for six months or are undeliverable by the Post Office, we will reinvest the distributions at the earliest date possible, and future distributions will be automatically reinvested.
Bank Account Payment Option —Allows you to receive distributions directly in a checking or savings account through Electronic Funds Transfer. The bank account must be linked to your Wells Fargo Advantage Fund account. Any distribution returned to us due to an invalid banking instruction will be sent to your address of record by check at the earliest date possible, and future distributions will be automatically reinvested.
Directed Distribution Purchase Option —Allows you to buy shares of a different Wells Fargo Advantage Fund of the same share class. The new shares are purchased at NAV generally on the day the distribution is paid. In order to establish this option, you need to identify the Fund and account the distributions are coming from, and the Fund and account to which the distributions are being directed. You must meet any required minimum purchases in both Funds prior to establishing this option.
Taxes
The following discussion regarding federal income taxes is based on laws that were in effect as of the date of this Prospectus and summarizes only some of the important federal income tax considerations affecting a Fund and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Fund shares through a tax-advantaged account, such as a 401(k) Plan or IRA. This discussion is not intended as a substitute for careful tax planning. You should consult your tax adviser about your specific tax situation. Please see the Statement of Additional Information for additional federal income tax information.
We will pass on to a Fund's shareholders substantially all of the Fund's net investment income and realized net capital gains, if any. Distributions from a Fund's ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from a Fund's net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.
The American Taxpayer Relief Act of 2012 extended certain tax rates except those that applied to individual taxpayers with taxable incomes above $400,000 ($450,000 for married taxpayers, $425,000 for heads of households). Taxpayers that are not in the new highest tax bracket continue to be subject to a maximum 15% rate of tax on long-term capital gains and qualified dividends. For taxpayers in the new highest tax bracket, the maximum tax rate on long-term capital gains and qualified dividends will be 20%. Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a new 3.8% Medicare contribution tax will apply on "net investment income," including interest, dividends, and capital gains.
Distributions from a Fund normally will be taxable to you when paid, whether you take distributions in cash or automatically reinvest them in additional Fund shares. Following the end of each year, we will notify you of the federal income tax status of your distributions for the year.
If you buy shares of a Fund shortly before it makes a taxable distribution, your distribution will, in effect, be a taxable return of part of your investment. Similarly, if you buy shares of a Fund when it holds appreciated securities, you will receive a taxable return of part of your investment if and when the Fund sells the appreciated securities and distributes the gain. The Fund has built up, or has the potential to build up, high levels of unrealized appreciation.
Your redemptions (including redemptions in-kind) and exchanges of Fund shares ordinarily will result in a taxable capital gain or loss, depending on the amount you receive for your shares (or are deemed to receive in the case of exchanges) and the amount you paid (or are deemed to have paid) for them. Such capital gain or loss generally will be long-term capital gain or loss if you have held your redeemed or exchanged Fund shares for more than one year at the time of redemption or exchange. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.
In certain circumstances, Fund shareholders may be subject to backup withholding taxes.
Additional Performance Information
This section contains additional information regarding the performance of the Funds. The sub-section below titled "Index Descriptions" defines the market indices that are referenced in the Fund Summaries. The sub-section below titled "Share Class Performance" provides history for specified share classes of certain Funds.
Index Descriptions
The "Average Annual Total Returns" table in each Fund's Fund Summary compares the Fund's returns with those of one or more
indices. Below are descriptions of each such index. You cannot invest directly in an index.
1. | Copyright 2011. BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated. All rights reserved. |
Share Class Performance
The following provides additional information about the performance history of the Funds contained in this prospectus, including
the inception date of the relevant share class, information regarding predecessor funds, if any, and whether performance information
presented is based on the history of an older share class.
International Bond Fund - Historical performance shown for all classes of the Fund prior to July 12, 2010 is based on the performance of the fund's predecessor, Evergreen International Bond Fund.
A Fund's past performance is no guarantee of future results. A Fund's investment results will fluctuate over time, and any representation of the Fund's returns for any past period should not be considered as a representation of what a Fund's returns may be in any future period. Each Fund's annual and semi-annual reports contain additional performance information and are available upon request, without charge, by calling the telephone number listed on the back cover page of this Prospectus.
The following tables are intended to help you understand a Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Funds' financial statements, which have been audited by KPMG LLP, the Funds' independent registered public accounting firm, whose report, along with each Fund's financial statements, is also included in each Fund's annual report, a copy of which is available upon request.
Emerging Markets Local Bond Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
||||
Class A |
2013 |
2012 1 |
||||
Net asset value, beginning of period |
$ |
10.85 |
$ |
10.00 |
||
Net investment income |
|
0.44 |
|
0.11 |
||
Net realized and unrealized gains (losses) on investments |
|
(0.76) |
|
0.85 |
||
Total from investment operations |
|
(0.32) |
|
0.96 |
||
Distributions to shareholders from |
|
|
|
|
||
Net investment income |
|
(0.65) |
|
(0.11) |
||
Net realized gains |
|
(0.20) |
|
0.00 |
||
Total distributions to shareholders |
|
(0.85) |
|
(0.11) |
||
Net asset value, end of period |
$ |
9.68 |
$ |
10.85 |
||
Total return 2 |
|
(3.28)% |
|
9.67% |
||
Ratios to average net assets (annualized) |
|
|
|
|
||
Gross expenses |
|
1.84% |
|
2.20% |
||
Net expenses |
|
1.23% |
|
1.23% |
||
Net investment income |
|
4.41% |
|
2.62% |
||
Supplemental data |
|
|
|
|
||
Portfolio turnover rate |
|
85% |
|
120% |
||
Net assets, end of period (000s omitted) |
$ |
736 |
$ |
581 |
1 |
For the period from May 31, 2012 (commencement of class operations) to October 31, 2012 |
2 |
Total return calculations do not include any sales charges. Returns for periods of less than one year are not annualized. |
Emerging Markets Local Bond Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
||||
Class C |
2013 |
2012 1 |
||||
Net asset value, beginning of period |
$ |
10.85 |
$ |
10.00 |
||
Net investment income |
|
0.36 |
|
0.08 |
||
Net realized and unrealized gains (losses) on investments |
|
(0.75) |
|
0.85 |
||
Total from investment operations |
|
(0.39) |
|
0.93 |
||
Distributions to shareholders from |
|
|
|
|
||
Net investment income |
|
(0.58) |
|
(0.08) |
||
Net realized gains |
|
(0.20) |
|
0.00 |
||
Total distributions to shareholders |
|
(0.78) |
|
(0.08) |
||
Net asset value, end of period |
$ |
9.68 |
$ |
10.85 |
||
Total return 2 |
|
(4.00)% |
|
9.35% |
||
Ratios to average net assets (annualized) |
|
|
|
|
||
Gross expenses |
|
2.60% |
|
2.95% |
||
Net expenses |
|
1.98% |
|
1.98% |
||
Net investment income |
|
3.59% |
|
1.89% |
||
Supplemental data |
|
|
|
|
||
Portfolio turnover rate |
|
85% |
|
120% |
||
Net assets, end of period (000s omitted) |
$ |
525 |
$ |
547 |
1 |
For the period from May 31, 2012 (commencement of class operations) to October 31, 2012 |
2 |
Total return calculations do not include any sales charges. Returns for periods of less than one year are not annualized. |
For a share outstanding throughout each period.
|
|
Year ended October 31 |
|||||||||||||
Class A |
2013 |
2012 |
2011 |
2010 1 |
2009 1 |
||||||||||
Net asset value, beginning of period |
$ |
11.83 |
$ |
11.85 |
$ |
12.23 |
$ |
11.59 |
$ |
10.36 |
|||||
Net investment income |
|
0.36 2 |
|
0.33 2 |
|
0.39 2 |
|
0.40 |
|
0.39 2 |
|||||
Net realized and unrealized gains (losses) on investments |
|
(0.73) |
|
0.08 |
|
(0.18) |
|
0.65 |
|
2.20 |
|||||
Total from investment operations |
|
(0.37) |
|
0.41 |
|
0.21 |
|
1.05 |
|
2.59 |
|||||
Distributions to shareholders from |
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
(0.02) |
|
(0.29) |
|
(0.51) |
|
(0.41) |
|
(1.36) |
|||||
Net realized gains |
|
(0.12) |
|
(0.14) |
|
(0.08) |
|
0.00 |
|
0.00 |
|||||
Total distributions to shareholders |
|
(0.14) |
|
(0.43) |
|
(0.59) |
|
(0.41) |
|
(1.36) |
|||||
Net asset value, end of period |
$ |
11.32 |
$ |
11.83 |
$ |
11.85 |
$ |
12.23 |
$ |
11.59 |
|||||
Total return 3 |
|
(3.18)% |
|
3.66% |
|
1.93% |
|
9.35% |
|
26.34% |
|||||
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|||||
Gross expenses |
|
1.05% |
|
1.04% |
|
1.02% |
|
1.10% |
|
1.05% |
|||||
Net expenses |
|
1.03% |
|
1.03% |
|
1.02% |
|
1.08% |
|
1.05% |
|||||
Net investment income |
|
2.93% |
|
2.88% |
|
3.26% |
|
3.53% |
|
3.65% |
|||||
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio turnover rate |
|
129% |
|
79% |
|
88% |
|
89% |
|
118% |
|||||
Net assets, end of period (000s omitted) |
$ |
113,846 |
$ |
139,600 |
$ |
286,577 |
$ |
255,134 |
$ |
246,719 |
1 |
After the close of business on July 9, 2010, the Fund acquired the net assets of Evergreen International Bond Fund which became the accounting and performance survivor in the transaction. The information for the periods prior to July 12, 2010 is that of Class A of Evergreen International Bond Fund. |
2 |
Calculated based upon average shares outstanding |
3 |
Total return calculations do not include any sales charges. |
International Bond Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
|||||||||||||
Class B |
2013 |
2012 |
2011 |
2010 1 |
2009 1 |
||||||||||
Net asset value, beginning of period |
$ |
11.85 |
$ |
11.88 |
$ |
12.25 |
$ |
11.54 |
$ |
10.37 |
|||||
Net investment income |
|
0.27 2 |
|
0.24 2 |
|
0.31 |
|
0.29 |
|
0.30 2 |
|||||
Net realized and unrealized gains (losses) on investments |
|
(0.73) |
|
0.09 |
|
(0.19) |
|
0.67 |
|
2.21 |
|||||
Total from investment operations |
|
(0.46) |
|
0.33 |
|
0.12 |
|
0.96 |
|
2.51 |
|||||
Distributions to shareholders from |
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.00 |
|
(0.22) |
|
(0.41) |
|
(0.25) |
|
(1.34) |
|||||
Net realized gains |
|
(0.12) |
|
(0.14) |
|
(0.08) |
|
0.00 |
|
0.00 |
|||||
Total distributions to shareholders |
|
(0.12) |
|
(0.36) |
|
(0.49) |
|
(0.25) |
|
(1.34) |
|||||
Net asset value, end of period |
$ |
11.27 |
$ |
11.85 |
$ |
11.88 |
$ |
12.25 |
$ |
11.54 |
|||||
Total return 3 |
|
(3.90)% |
|
2.90% |
|
1.15% |
|
8.55% |
|
25.44% |
|||||
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|||||
Gross expenses |
|
1.80% |
|
1.79% |
|
1.77% |
|
1.85% |
|
1.79% |
|||||
Net expenses |
|
1.78% |
|
1.78% |
|
1.77% |
|
1.82% |
|
1.79% |
|||||
Net investment income |
|
2.13% |
|
2.12% |
|
2.53% |
|
2.77% |
|
2.86% |
|||||
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio turnover rate |
|
129% |
|
79% |
|
88% |
|
89% |
|
118% |
|||||
Net assets, end of period (000s omitted) |
$ |
1,998 |
$ |
4,008 |
$ |
6,925 |
$ |
10,060 |
$ |
11,615 |
1 |
After the close of business on July 9, 2010, the Fund acquired the net assets of Evergreen International Bond Fund which became the accounting and performance survivor in the transaction. The information for the periods prior to July 12, 2010 is that of Class B of Evergreen International Bond Fund. |
2 |
Calculated based upon average shares outstanding |
3 |
Total return calculations do not include any sales charges. |
International Bond Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
|||||||||||||
Class C |
2013 |
2012 |
2011 |
2010 1 |
2009 1 |
||||||||||
Net asset value, beginning of period |
$ |
11.76 |
$ |
11.81 |
$ |
12.20 |
$ |
11.51 |
$ |
10.35 |
|||||
Net investment income |
|
0.26 2 |
|
0.24 2 |
|
0.31 |
|
0.33 |
|
0.30 2 |
|||||
Net realized and unrealized gains (losses) on investments |
|
(0.71) |
|
0.08 |
|
(0.19) |
|
0.64 |
|
2.20 |
|||||
Total from investment operations |
|
(0.45) |
|
0.32 |
|
0.12 |
|
0.97 |
|
2.50 |
|||||
Distributions to shareholders from |
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
(0.00) 3 |
|
(0.23) |
|
(0.43) |
|
(0.28) |
|
(1.34) |
|||||
Net realized gains |
|
(0.12) |
|
(0.14) |
|
(0.08) |
|
0.00 |
|
0.00 |
|||||
Total distributions to shareholders |
|
(0.12) |
|
(0.37) |
|
(0.51) |
|
(0.28) |
|
(1.34) |
|||||
Net asset value, end of period |
$ |
11.19 |
$ |
11.76 |
$ |
11.81 |
$ |
12.20 |
$ |
11.51 |
|||||
Total return 4 |
|
(3.84)% |
|
2.86% |
|
1.11% |
|
8.61% |
|
25.47% |
|||||
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|||||
Gross expenses |
|
1.80% |
|
1.79% |
|
1.77% |
|
1.85% |
|
1.79% |
|||||
Net expenses |
|
1.78% |
|
1.78% |
|
1.77% |
|
1.82% |
|
1.79% |
|||||
Net investment income |
|
2.15% |
|
2.12% |
|
2.50% |
|
2.77% |
|
2.87% |
|||||
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio turnover rate |
|
129% |
|
79% |
|
88% |
|
89% |
|
118% |
|||||
Net assets, end of period (000s omitted) |
$ |
16,097 |
$ |
23,448 |
$ |
27,861 |
$ |
30,974 |
$ |
33,330 |
1 |
After the close of business on July 9, 2010, the Fund acquired the net assets of Evergreen International Bond Fund which became the accounting and performance survivor in the transaction. The information for the periods prior to July 12, 2010 is that of Class C of Evergreen International Bond Fund. |
2 |
Calculated based upon average shares outstanding |
3 |
Amount is less than $0.005 per share. |
4 |
Total return calculations do not include any sales charges. |
Strategic Income Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
|
Class A |
2013 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.27 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.36) |
|
Total from investment operations |
|
(0.09) |
|
Distributions to shareholders from |
|
|
|
Net investment income |
|
(0.25) |
|
Net asset value, end of period |
$ |
9.66 |
|
Total return 2 |
|
(0.89)% |
|
Ratios to average net assets (annualized) |
|
|
|
Gross expenses |
|
1.85% |
|
Net expenses |
|
0.90% |
|
Net investment income |
|
3.76% |
|
Supplemental data |
|
|
|
Portfolio turnover rate |
|
39% |
|
Net assets, end of period (000s omitted) |
$ |
518 |
1 |
For the period from January 31, 2013 (commencement of class operations) to October 31, 2013 |
2 |
Total return calculations do not include any sales charges. Returns for periods of less than one year are not annualized. |
|
|
Year ended October 31 |
|
Class C |
2013 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.21 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.37) |
|
Total from investment operations |
|
(0.16) |
|
Distributions to shareholders from |
|
|
|
Net investment income |
|
(0.19) |
|
Net asset value, end of period |
$ |
9.65 |
|
Total return 2 |
|
(1.51)% |
|
Ratios to average net assets (annualized) |
|
|
|
Gross expenses |
|
2.60% |
|
Net expenses |
|
1.65% |
|
Net investment income |
|
3.01% |
|
Supplemental data |
|
|
|
Portfolio turnover rate |
|
39% |
|
Net assets, end of period (000s omitted) |
$ |
518 |
1 |
For the period from January 31, 2013 (commencement of class operations) to October 31, 2013 |
2 |
Total return calculations do not include any sales charges. Returns for periods of less than one year are not annualized. |
© 2014 Wells Fargo Funds Management, LLC. All rights reserved |
034IFR/P1001D (03/14)
ICA Reg. No. 811-09253 |
Wells Fargo Advantage Funds
March 1, 2014
Income Funds
Prospectus
|
Administrator Class
Emerging Markets Local Bond Fund |
WLBDX |
International Bond Fund |
ESIDX |
Strategic Income Fund |
WSIDX |
As with all mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime.
Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value.
Table of Contents
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2 |
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6 |
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10 |
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|
|
14 |
|
15 |
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17 |
|
19 |
|
21 |
|
25 |
|
|
|
26 |
|
26 |
|
26 |
|
27 |
|
28 |
|
|
|
29 |
|
30 |
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31 |
|
33 |
|
34 |
|
36 |
|
|
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38 |
|
38 |
|
39 |
|
40 |
Emerging Markets Local Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.65% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
1.14% |
Total Annual Fund Operating Expenses |
1.79% |
Fee Waivers |
0.69% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
1.10% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$112 |
3 Years |
$496 |
5 Years |
$905 |
10 Years |
$2,048 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 85% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in debt securities issued by governments, corporate entities or supranational agencies, that are tied economically to emerging market countries and denominated in local currencies;
in at least six countries or supranational agencies; and
up to 20% of the Fund's total assets in debt securities denominated in currencies of developed markets but issued by governments or corporate entities from emerging market countries.
Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We consider a security to be "tied economically to" an emerging market country if it is principally traded on the country's securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.
We may invest in investment-grade and below investment-grade debt securities. While we may purchase securities of any maturity or duration, under normal circumstances, we expect the dollar-weighted average effective maturity of the Fund's portfolio to be between 3 and 10 years, and the dollar-weighted average effective duration of the Fund's portfolio to be between 2 ½ to 8 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. The Fund is considered to be non-diversified.
Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the emerging bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over- or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process. Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Non-Diversification Risk. A Fund that is considered "non-diversified" under the 1940 Act is more susceptible to financial, economic or market events impacting an issuer of portfolio securities than a "diversified" fund. Default by the issuer of a single security in the portfolio may have a greater negative effect than a similar default in a diversified portfolio.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns as of 12/31 each year
Administrator Class
Highest Quarter:
3rd Quarter 2013
+0.28%
Lowest Quarter:
2nd Quarter 2013
-7.44%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
Purchase and Sale of Fund Shares
Administrator Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
International Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.52% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
0.47% |
Total Annual Fund Operating Expenses |
0.99% |
Fee Waivers |
0.14% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.85% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$87 |
3 Years |
$301 |
5 Years |
$533 |
10 Years |
$1,200 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 129% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns as of 12/31 each year
Administrator Class
Highest Quarter: 3rd Quarter 2010
+11.62%
Lowest Quarter: 3rd Quarter 2008
-5.31%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
Purchase and Sale of Fund Shares
Administrator Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
Strategic Income Fund Summary
The Fund seeks total return, consisting of a high level of current income and capital appreciation.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.48% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
1.32% |
Acquired Fund Fees and Expenses |
0.01% |
Total Annual Fund Operating Expenses |
1.81% |
Fee Waivers |
1.05% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.76% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at 0.75% for Administrator Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$78 |
3 Years |
$467 |
5 Years |
$882 |
10 Years |
$2,040 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. For the period from January 31, 2013 (commencement of operations) to October 31, 2013, the Fund's portfolio turnover rate was 39% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in income-producing securities;
up to 100% of the Fund's total assets in debt securities of foreign issuers, including emerging markets issuers, and up to 50% of the Fund's total assets in non-dollar denominated debt securities;
up to 100% of the Fund's total assets in debt securities that are below investment-grade;
up to 25% of the Fund's total assets in preferred stocks; and
up to 10% of the Fund's total assets in debt securities that are in default at the time of purchase.
We invest principally in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans, convertible securities, preferred stocks, foreign corporate debt, foreign sovereign debt, supranational agencies and U.S. Government obligations. We may invest a significant portion of the Fund's assets in mortgage-backed securities, including those issued by agencies and instrumentalities of the U.S. Government. We may invest in below investment-grade debt securities (often called "high yield" securities or "junk bonds") of any credit quality, including unrated securities that we deem to be of comparable quality, as well as securities that are in default at the time of purchase.
We may invest in debt securities of foreign issuers, including emerging markets issuers, denominated in any currency. Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We may seek to add yield by having exposures to a variety of credits, mortgages, and higher yielding countries and currencies.
We pursue the Fund's investment objective by creating an integrated strategy that combines income-producing securities from a variety of sectors. Portfolio managers meet regularly to review and assess the overall portfolio risk level, the allocation of assets among the different sectors, and the role played by each sector in the portfolio. Wells Capital Management Incorporated determines the allocation of assets, and these allocations can change at any time. Each portfolio manager provides overall asset allocation and/or day-to-day portfolio management, and is responsible for security selection within the portfolio managers' assigned sectors.
The investment process for both asset allocation and security selection focuses on the value-driven measures that are used by the portfolio managers when managing sector assignments such as high yield bonds, global bonds, emerging markets, investment-grade bonds, and mortgages. We seek to add return by allocating assets to sectors that we believe offer better opportunities and by using rigorous credit research to identify attractive individual securities. The portfolio managers utilize proprietary tools when measuring opportunities and risks associated with country, currency, credit and mortgage exposures. Securities are sold and allocations to various sectors are reduced when prices rise significantly above our estimates of underlying value, when changes in the financial environment indicate that securities or sectors at current prices no longer offer attractive risk-adjusted returns, or due to cash flow needs.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's overall dollar-weighted average effective duration to be between 0 and 6 years. "Dollar-weighted average effective duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. We may use futures to manage duration exposure. There are no fixed weights for the Fund's allocation across various sectors or markets. The pursuit of the Fund's investment objective of total return, a component of which consists of a high level of current income, however, implies that the Fund will normally seek to have significant holdings of securities offering higher yields relative to U.S. Treasuries.
In addition to currency exposures stemming from our management of non-dollar denominated bonds, including the hedging and cross-hedging of currency exposures associated with these securities, we can manage currency as a separate asset class. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Convertible Securities Risk. Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to risks that are typically associated with both types of securities. The market value of a convertible security tends to decline as interest rates increase but also tends to reflect the market price of the common stock of the issuing company.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
Futures Risk. Because the futures utilized by a Fund are standardized and exchange-traded, where the exchange serves as the ultimate counterparty for all contracts, the primary credit risk on futures contracts is the creditworthiness of the exchange itself. Futures are also subject to market risk, interest rate risk (in the case of futures contracts relating to income producing securities) and index tracking risk (in the case of stock index futures).
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Loan Risk. In addition to the same general risks as debt securities, loans in which a Fund invests may be exposed to highly leveraged borrowers, restrictions on transfer and illiquidity, difficulty in fair valuation, limitations on the exercise of remedies, the inability or unwillingness of assignor(s) on whom a Fund relies to demand and receive loan payments, the absence of credit ratings, and potential co-lender liability.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Mortgage- and Asset-Backed Securities Risk. Mortgage- and asset-backed securities may decline in value when defaults on the underlying mortgage or assets occur and may exhibit additional volatility in periods of changing interest rates. When interest rates decline, the prepayment of mortgages or assets underlying such securities may require the Fund to reinvest such prepaid funds at lower prevailing interest rates, resulting in reduced returns.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
Since the Fund does not have annual returns for at least one calendar year, no performance information is shown.
Purchase and Sale of Fund Shares
Administrator Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
Key Fund Information
This Prospectus contains information about one or more Funds within the Wells Fargo Advantage Funds ® family and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.
In this Prospectus, "we" generally refers to Wells Fargo Funds Management, LLC ("Funds Management"), the relevant sub-adviser(s), if applicable, or the portfolio manager(s). "We" may also refer to a Fund's other service providers. "You" refers to the shareholder or potential investor.
Investment Objective and Principal Investment Strategies
The investment objective of each Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees alone. The objective and strategies description for each Fund tells you:
what the Fund is trying to achieve;
how we intend to invest your money; and
what makes the Fund different from the other Funds offered in this Prospectus.
This section also provides a summary of each Fund's principal investments and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis. Percentages of "the Fund's net assets" are measured as percentages of net assets plus borrowings for investment purposes. The investment policies of each Fund concerning "80% of the Fund's net assets" may be changed by the Board of Trustees without shareholder approval, but shareholders would be given at least 60 days' notice.
This section lists the principal risk factors for each Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in a Fund.
Emerging Markets Local Bond Fund
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
|
Fund Inception: |
May 31, 2012 |
|
Administrator Class |
Ticker: WLBDX |
Fund Number: 3771 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in debt securities issued by governments, corporate entities or supranational agencies, that are tied economically to emerging market countries and denominated in local currencies;
in at least six countries or supranational agencies; and
up to 20% of the Fund's total assets in debt securities denominated in currencies of developed markets but issued by governments or corporate entities from emerging market countries.
Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We consider a security to be "tied economically to" an emerging market country if it is principally traded on the country's securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.
We may invest in investment-grade and below investment-grade debt securities. While we may purchase securities of any maturity or duration, under normal circumstances, we expect the dollar-weighted average effective maturity of the Fund's portfolio to be between 3 and 10 years, and the dollar-weighted average effective duration of the Fund's portfolio to be between 2 ½ to 8 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. The Fund is considered to be non-diversified.
Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the emerging bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over- or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process. Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Non-Diversification Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
|
Fund Inception: |
12/15/1993 |
|
Administrator Class |
Ticker: ESIDX |
Fund Number: 3768 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Advisers |
First International Advisors, LLC
|
|
Portfolio Managers |
Michael J. Bray, CFA
|
|
Fund Inception: |
January 31, 2013 |
|
Administrator Class |
Ticker: WSIDX |
Fund Number: 3773 |
The Fund seeks total return, consisting of a high level of current income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in income-producing securities;
up to 100% of the Fund's total assets in debt securities of foreign issuers, including emerging markets issuers, and up to 50% of the Fund's total assets in non-dollar denominated debt securities;
up to 100% of the Fund's total assets in debt securities that are below investment-grade;
up to 25% of the Fund's total assets in preferred stocks; and
up to 10% of the Fund's total assets in debt securities that are in default at the time of purchase.
We invest principally in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans, convertible securities, preferred stocks, foreign corporate debt, foreign sovereign debt, supranational agencies and U.S. Government obligations. We may invest a significant portion of the Fund's assets in mortgage-backed securities, including those issued by agencies and instrumentalities of the U.S. Government. We may invest in below investment-grade debt securities (often called "high yield" securities or "junk bonds") of any credit quality, including unrated securities that we deem to be of comparable quality, as well as securities that are in default at the time of purchase.
We may invest in debt securities of foreign issuers, including emerging markets issuers, denominated in any currency. Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We may seek to add yield by having exposures to a variety of credits, mortgages, and higher yielding countries and currencies.
We pursue the Fund's investment objective by creating an integrated strategy that combines income-producing securities from a variety of sectors. Portfolio managers meet regularly to review and assess the overall portfolio risk level, the allocation of assets among the different sectors, and the role played by each sector in the portfolio. Wells Capital Management Incorporated determines the allocation of assets, and these allocations can change at any time. Each portfolio manager provides overall asset allocation and/or day-to-day portfolio management, and is responsible for security selection within the portfolio managers' assigned sectors.
The investment process for both asset allocation and security selection focuses on the value-driven measures that are used by the portfolio managers when managing sector assignments such as high yield bonds, global bonds, emerging markets, investment-grade bonds, and mortgages. We seek to add return by allocating assets to sectors that we believe offer better opportunities and by using rigorous credit research to identify attractive individual securities. The portfolio managers utilize proprietary tools when measuring opportunities and risks associated with country, currency, credit and mortgage exposures. Securities are sold and allocations to various sectors are reduced when prices rise significantly above our estimates of underlying value, when changes in the financial environment indicate that securities or sectors at current prices no longer offer attractive risk-adjusted returns, or due to cash flow needs.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's overall dollar-weighted average effective duration to be between 0 and 6 years. "Dollar-weighted average effective duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. We may use futures to manage duration exposure. There are no fixed weights for the Fund's allocation across various sectors or markets. The pursuit of the Fund's investment objective of total return, a component of which consists of a high level of current income, however, implies that the Fund will normally seek to have significant holdings of securities offering higher yields relative to U.S. Treasuries.
In addition to currency exposures stemming from our management of non-dollar denominated bonds, including the hedging and cross-hedging of currency exposures associated with these securities, we can manage currency as a separate asset class. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Convertible Securities Risk
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Market Risk
Foreign Currency Transaction Risk
Foreign Investment Risk
Futures Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Loan Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Description of Principal Investment Risks
Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The factors that are most likely to have a material effect on a particular Fund as a whole are called "principal risks." The principal risks for the Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information.
Convertible Securities Risk
Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to risks that
are typically associated with both types of securities. The market value of a convertible security tends to decline as interest
rates increase but also tends to reflect the market price of the common stock of the issuing company. Convertible securities
are also exposed to the risk that an issuer is unable to meet its obligation to make dividend or interest and principal payments
when due as a result of changing financial or market conditions. In the event of a liquidation of the issuing company, holders
of convertible securities would generally be paid only after holders of any senior debt obligations. A Fund may be forced
to convert a convertible security before it would otherwise choose to do so, which may decrease the Fund's return.
Counter-Party Risk
When a Fund enters into an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, the
Fund is exposed to the risk that the other party will not fulfill its contractual obligations. For example, in a repurchase
agreement, there exists the risk that where the Fund buys a security from a seller that agrees to repurchase the security
at an agreed upon price and time, the seller will not repurchase the security. Similarly, the Fund is exposed to counter-party
risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to
repurchase them at a later date.
Debt Securities Risk
Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility
that an issuer or credit support provider of an instrument will be unable to make interest payments or repay principal when
due, and that the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes
in the financial strength of an issuer or credit support provider or changes in the credit rating of a security may affect
its value. Interest rate risk is the risk that market interest rates may increase, which tends to reduce the resale value
of certain debt securities, including U.S. Government obligations. Debt securities with longer durations are generally more
sensitive to interest rate changes than those with shorter durations. Interest rates have remained at historical lows for
an extended period of time. If interest rates rise quickly, it may have a pronounced negative effect on the value of certain
debt securities. Changes in market interest rates do not affect the rate payable on an existing debt security, unless the
instrument has adjustable or variable rate features, which can reduce its exposure to interest rate risk. Changes in market
interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby
affecting their value and returns. Debt securities may also have, or become subject to, liquidity constraints.
Derivatives Risk
The term "derivatives" covers a broad range of investments, including futures, options and swap agreements. In general, a
derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security
or a specified index, asset or rate. The use of derivatives presents risks different from, and possibly greater than, the
risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse
movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the
derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a Fund's return or as a substitute
for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The
success of management's derivatives strategies will also be affected by its ability to assess and predict the impact of market
or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing
the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close
out when a Fund's portfolio manager may believe it would be appropriate to do so. Certain derivative positions (e.g., over-the-counter
swaps) are subject to counterparty risk.
The U.S. government recently enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting and registration requirements. Because the legislation leaves much to rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict a Fund's ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategy as a result. It is unclear how the regulatory changes will affect counterparty risk.
Emerging Markets Risk
Emerging markets securities typically present even greater exposure to the risks described under "Foreign Investment Risk"
and may be particularly sensitive to certain economic changes. For example, emerging market countries are typically more dependent
on exports and are therefore more vulnerable to recessions in other countries. Emerging markets may be under-capitalized and
have less developed legal and financial systems than markets in the developed world. Additionally, emerging markets may have
volatile currencies and may be more sensitive than more mature markets to a variety of economic factors. Emerging market securities
also may be less liquid than securities of more developed countries and could be difficult to sell, particularly during a
market downturn.
Foreign Currency Transactions Risk
Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by
changes in exchange rates. To manage this risk, a Fund may enter into foreign currency futures contracts and foreign currency
exchange contracts to hedge against a decline in the U.S. dollar value of a security it already owns or against an increase
in the value of an asset it expects to purchase. Use of hedging techniques cannot protect against exchange rate risk perfectly.
If a Fund's adviser is incorrect in its judgment of future exchange rate relationships, a Fund could be in a less advantageous
position than if such a hedge had not been established. Losses on foreign currency transactions used for hedging purposes
may be reduced by gains on the assets that are the subject of a hedge. A Fund may also purchase a foreign currency on a spot
or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other
currencies in which a Fund's holdings are denominated. Losses on such transactions may not be reduced by gains from other
Fund assets. A Fund's gains from its positions in foreign currencies may accelerate and/or recharacterize the Fund's income
or gains and its distributions to shareholders. The Fund's losses from such positions may also recharacterize the Fund's income
and its distributions to shareholders and may cause a return of capital to Fund shareholders.
Foreign Investment Risk
Foreign investments, including American Depositary Receipts ("ADRs") and similar investments, are subject to more risks than
U.S. domestic investments. These additional risks may potentially include lower liquidity, greater price volatility and risks
related to adverse political, regulatory, market or economic developments. Foreign companies also may be subject to significantly
higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the
earnings potential of such foreign companies. In addition, amounts realized on sales or distributions of foreign securities
may be subject to high and potentially confiscatory levels of foreign taxation and withholding when compared to comparable
transactions in U.S. securities. Investments in foreign securities involve exposure to changes in foreign currency exchange
rates. Such changes may reduce the U.S. dollar value of the investment. Foreign investments are also subject to risks including
potentially higher withholding and other taxes, trade settlement, custodial, and other operational risks and less stringent
investor protection and disclosure standards in certain foreign markets. In addition, foreign markets can and often do perform
differently from U.S. markets.
Futures Risk
Because the futures utilized by a Fund are standardized and exchange-traded, where the exchange serves as the ultimate counterparty
for all contracts, the primary credit risk on futures contracts is the creditworthiness of the exchange itself. Futures are
also subject to market risk, interest rate risk (in the case of futures contracts relating to income producing securities)
and index tracking risk (in the case of stock index futures).
High Yield Securities Risk
High yield securities (sometimes referred to as "junk bonds") are debt securities that are rated below investment-grade, are
unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered
speculative by major credit rating agencies, have a much greater risk of default (or in the case of bonds currently in default,
of not returning principal) and their values tend to be more volatile than higher-rated securities of similar maturity. The
value of these securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the
individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.
Issuer Risk
The value of a security may decline for a number of reasons that directly relate to the issuer or an entity providing credit
support or liquidity support, such as management performance, financial leverage, and reduced demand for the issuer's goods,
services or securities.
Leverage Risk
Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase
agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions.
Certain derivatives may also create leverage. The use of leverage may cause a Fund to liquidate portfolio positions when it
may not be advantageous to do so. Leveraging, including borrowing, may cause a Fund to be more volatile than if the Fund had
not been leveraged. This is because leverage tends to increase a Fund's exposure to market risk, interest rate risk or other
risks by, in effect, increasing assets available for investment.
Liquidity Risk
A security may not be able to be sold at the time desired or without adversely affecting the price.
Loan Risk
Loans in which a Fund may invest are subject generally to the same risks as debt securities in which the Fund may invest.
Loans in which a Fund invests may be made to finance highly leveraged corporate acquisitions. The highly leveraged capital
structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or
market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell
such participations in secondary markets. As a result, a Fund may be unable to sell loans at a time when it may otherwise
be desirable to do so or may be able to sell them only at a price that is less than their fair market value. Market bids may
be unavailable for loans from time to time; a Fund may find it difficult to establish a fair value for loans held by it. If
a Fund only acquires an assignment or a participation in a loan made by a third party, the Fund may not be able to control
the exercise of any remedies that the lender would have under the corporate loan. In addition, a Fund may have to rely on
the assignor(s) or participating institution(s) to demand and receive payments in respect of the loans, and to pay those amounts
on to the Fund; the Fund will be subject to the risk that the assignor(s) may be unwilling or unable to do so. Many loans
in which a Fund invests may be unrated, and the portfolio manager will be required to rely exclusively on its analysis of
the borrower in determining whether to acquire, or to continue to hold, a loan. In addition, under legal theories of lender
liability, a Fund potentially might be held liable as a co-lender.
Management Risk
Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns
expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares to lose value or may cause
the Fund to underperform other funds with similar investment objectives.
Market Risk
The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline
in value or become illiquid due to factors affecting securities markets generally or particular industries represented in
the securities markets, such as labor shortages or increased production costs and competitive conditions within an industry. A
security may decline in value or become illiquid due to general market conditions which are not specifically related to a
particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings,
changes in interest or currency rates, or adverse investor sentiment generally. During a general downturn in the securities
markets, multiple asset classes may decline in value or become illiquid simultaneously. Equity securities generally have greater
price volatility than debt securities.
Mortgage- and Asset-Backed Securities Risk
Mortgage- and asset-backed securities represent interests in "pools" of mortgages or other assets, including consumer loans
or receivables held in trust. In addition, mortgage dollar rolls are transactions in which a Fund sells mortgage-backed securities
to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. Mortgage- and
asset-backed securities, including mortgage dollar roll transactions, are subject to certain additional risks. Rising interest
rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result,
in a period of rising interest rates, these securities may exhibit additional volatility. This is known as extension risk.
In addition, these securities are subject to prepayment risk, which is the risk that when interest rates decline or are low
but are expected to rise, borrowers may pay off their debts sooner than expected. This can reduce the returns of a Fund because
the Fund will have to reinvest such prepaid funds at the lower prevailing interest rates. This is also known as contraction
risk. These securities also are subject to risk of default on the underlying mortgage or assets, particularly during periods
of economic downturn.
Non-Diversification Risk
A Fund that is considered "non-diversified" under the 1940 Act may invest a greater percentage of its assets in the securities
of a single issuer than a Fund that is considered "diversified" (a "diversified" investment company is required by the 1940
Act, generally, with respect to 75% of its total assets, to invest not more than 5% of such assets in the securities of a
single issuer or own more than 10% of an issuer's outstanding voting securities). A non-diversified Fund is therefore more
susceptible to financial, economic or market events impacting an issuer of portfolio securities than a "diversified" fund.
Default by the issuer of a single security in the portfolio may have a greater negative effect than a similar default in a
diversified portfolio.
Regional Risk
The chance that an entire geographical region will be hurt by political, regulatory, market or economic developments or natural
disasters may adversely impact the value of investments concentrated in the region. Additionally, a Fund with a regional focus
may be more disproportionately and adversely impacted by regional developments than a Fund without a regional focus.
Regulatory Risk
Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market
might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk
U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or government sponsored
entities. While U.S. Treasury obligations are backed by the "full faith and credit" of the U.S. Government, securities issued
by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.
The Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department
of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S.
Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed
by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection
or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S.
Government. If a government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet
its obligations, or its creditworthiness declines, the performance of a Fund that holds securities issued or guaranteed by
the entity will be adversely impacted. U.S. Government obligations are subject to relatively low but varying degrees of credit
risk, and are still subject to interest rate and market risk. U.S. Government obligations may be adversely affected by a default
by, or decline in the credit quality of, the U.S. Government.
Portfolio Holdings Information
A description of the Wells Fargo Advantage Funds' policies and procedures with respect to disclosure of the Wells Fargo Advantage Funds' portfolio holdings is available in the Funds' Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for certain Funds. The substance of the information contained in such commentaries will also be posted to the Funds' Web site at wellsfargoadvantagefunds.com.
Organization and Management of the Funds
About Wells Fargo Funds Trust
The Trust was organized as a Delaware statutory trust on March 10, 1999. The Board of Trustees of the Trust ("Board") supervises each Fund's activities, monitors its contractual arrangements with various service providers and decides on matters of general policy.
The Board supervises the Funds and approves the selection of various companies hired to manage the Funds' operations. Except for the Funds' advisers, which generally may be changed only with shareholder approval, other service providers may be changed by the Board without shareholder approval.
The Adviser
Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, serves as adviser for the Funds. Funds Management is a wholly owned subsidiary of Wells Fargo & Company, a publicly traded diversified financial services company that provides banking, insurance, investment, mortgage and consumer financial services. Funds Management is a registered investment adviser that provides investment advisory services for registered mutual funds, closed-end funds and other funds and accounts.
As adviser, Funds Management is responsible for implementing the investment objectives and strategies of the Funds. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more subadvisers to provide day-to-day portfolio management services to the Funds. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of each Fund's sub-adviser and supervise and monitor the activities of the sub-advisers on an ongoing basis. Funds Management retains overall responsibility for the management of the Funds.
Funds Management's investment professionals review and analyze each Fund's performance, including relative to peer funds,
and monitor each Fund's compliance with its investment objective and strategies. Funds Management is responsible for reporting
to the Board on investment performance and other matters affecting the Funds. When appropriate, Funds Management recommends
to the Board enhancements to Fund features, including changes to Fund
investment objectives, strategies and policies. Funds Management also communicates with shareholders and intermediaries about
Fund performance and features.
For providing these investment advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in each Fund's table of Annual Fund Operating Expenses. Funds Management compensates each sub-adviser from the fees Funds Management receives for its services as investment adviser to the Funds. A discussion regarding the basis for the Board's approval of the advisory and sub-advisory agreements for the Funds is available in each Fund's shareholder report for the period ended April 30, 2012.
For a Fund's most recent fiscal year end, the advisory fee paid to Funds Management, net of any applicable waivers and reimbursements, was as follows:
Advisory Fees Paid |
|
|
As a % of average daily net assets |
Emerging Markets Local Bond Fund |
0.00% |
International Bond Fund |
0.48% |
Strategic Income Fund |
0.00% |
The Sub-Advisers and Portfolio Managers
The following sub-advisers and portfolio managers provide day-to-day portfolio management services to the Funds. These services include making purchases and sales of securities and other investment assets for the Funds, selecting broker-dealers, negotiating brokerage commission rates and maintaining portfolio transaction records. Each sub-adviser is compensated for its services by Funds Management from the fees Funds Management receives for its services as investment adviser to the Funds. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds.
First International Advisors, LLC ("First International Advisors"), a registered investment adviser located at One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD, serves as a sub-adviser and provides portfolio management services to one or more Funds. First International Advisors provides investment advisory services to banking or thrift institutions, investment companies, pension and profit sharing plans, corporations, and state or municipal government entities.
Wells Capital Management Incorporated ("Wells Capital Management"), a registered investment adviser located at 525 Market Street, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to one or more Funds. Wells Capital Management, an affiliate of Funds Management and indirect wholly owned subsidiary of Wells Fargo & Company, is a multi-boutique asset management firm committed to delivering superior investment services to institutional clients.
Multi-Manager Arrangement
The Funds and Funds Management have received an exemptive order from the SEC that permits Funds Management, subject to the
approval of the Board, to select or replace certain sub-advisers to manage all or a portion of the Funds' assets and enter
into, amend or terminate a sub-advisory agreement with certain sub-advisers without obtaining shareholder approval ("Multi-Manager
Structure"). The Multi-Manager Structure applies to sub-advisers that are not affiliated with Funds Management or the Funds,
except to the extent that affiliation arises solely because such sub-advisers provide sub-advisory services to the Funds (Non-Affiliated
Sub-Advisers"), as well as sub-advisers that are indirect or direct wholly-owned subsidiaries of Funds Management or of another
company that, indirectly or directly, wholly owns Funds Management ("Wholly-Owned Sub-Advisers").
Pursuant to the SEC order, Funds Management, with the approval of the Board, has the discretion to terminate any sub-adviser
and allocate and reallocate each Fund's assets among any other Non-Affiliated Sub-Advisers or Wholly-Owned Sub-Advisers. Funds
Management, subject to oversight and supervision by the Board, has responsibility to oversee any sub-adviser to the Funds
and to recommend, for approval by the Board, the hiring, termination and replacement of sub-advisers for the Funds. In the
event that a new sub-adviser is hired pursuant to the multi-manager structure, the Funds are required to provide notice to
shareholders within 90 days.
Compensation to Dealers and Shareholder Servicing Agents
Shareholder Servicing Plan
The Funds have a shareholder servicing plan. Under this plan, each Fund has agreements with various shareholder servicing
agents to process purchase and redemption requests, to service shareholder accounts, and to provide other related services
for each Class of the Fund. For these services, each Class pays an annual fee of up to 0.25% of its average daily net assets.
Additional Payments to Dealers
In addition to dealer reallowances and payments made by each Fund for distribution and shareholder servicing, the Fund's
adviser, the distributor or their affiliates make additional payments ("Additional Payments") to certain selling or shareholder
servicing agents for the Fund, which include broker-dealers and 401(k) service providers and recordkeepers. These Additional
Payments are made in connection with the sale and distribution of shares of the Fund or for services to the Fund and its shareholders.
These Additional Payments, which may be significant, are paid by the Fund's adviser, the distributor or their affiliates,
out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex.
In return for these Additional Payments, the Funds' adviser and distributor expect the Funds to receive certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the selling agent's clients (sometimes referred to as "Shelf Space"); access to the selling agent's registered representatives; and/or ability to assist in training and educating the selling agent's registered representatives.
Certain selling or shareholder servicing agents receive these Additional Payments to supplement amounts payable by the Fund under the shareholder servicing plans. In exchange, these agents provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by each Fund's transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).
The Additional Payments may create potential conflicts of interest between an investor and a selling agent who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial consultant and review carefully any disclosure by the selling agent as to what monies they receive from mutual fund advisers and distributors, as well as how your financial consultant is compensated.
The Additional Payments are typically paid in fixed dollar amounts, or based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and shareholder servicing agents. Additional Payments to a selling agent that is compensated based on its customers' assets typically range between 0.05% and 0.30% in a given year of assets invested in the Fund by the selling agent's customers. Additional Payments to a selling agent that is compensated based on a percentage of sales typically range between 0.10% and 0.15% of the gross sales of the Fund attributable to the selling agent. In addition, representatives of the Funds' distributor visit selling agents on a regular basis to educate their registered representatives and to encourage the sale of Fund shares. The costs associated with such visits may be paid for by the Fund's adviser, distributor, or their affiliates, subject to applicable FINRA regulations.
More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Statement of Additional Information, which is on file with the SEC and is also available on the Wells Fargo Advantage Funds website at wellsfargoadvantagefunds.com.
The share price ("net asset value per share" or "NAV") for a Fund is calculated each business day as of the close of trading on the New York Stock Exchange ("NYSE") (generally 4 p.m. ET). To calculate a Fund's NAV, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption of Fund shares is effected is based on the next calculation of NAV after the order is placed. The Fund does not calculate its NAV on days the NYSE is closed for trading, which include New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
With respect to any portion of a Fund's assets that may be invested in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.
With respect to any portion of a Fund's assets invested directly in securities, the Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sale price during the regular trading session if the security trades on an exchange (closing price). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and if no NOCP is available, then at the last reported sales price.
We are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments if we believe that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, we use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable and, if not, what fair market value to assign to the security.
In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that the Fund could obtain for such security if it were to sell the security as of the time of fair value pricing. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price. See the Statement of Additional Information for additional details regarding the pricing of Fund shares.
Administrator Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks; trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. Specific eligibility requirements that apply to these entities include:
Employee benefit plan programs;
Broker-dealer managed account or wrap programs that charge an asset-based fee;
Registered investment adviser mutual fund wrap programs or other accounts that are charged a fee for advisory, investment, consulting or similar services;
Private bank and trust company managed account or wrap programs that charge an asset-based fee;
Internal Revenue Code Section 529 college savings plan accounts;
Fund of Funds including those advised by Funds Management;
Investment Management and Trust Departments of Wells Fargo purchasing shares on behalf of their clients;
Endowments, non-profits, and charitable organizations who invest a minimum initial amount of $500,00 in a Fund;
Any other institutions or customers of financial intermediaries who invest a minimum initial investment amount of $1 million in a Fund;
Individual investors who invest a minimum initial investment amount of $1 million directly with a Fund; and
Certain investors and related accounts as detailed in the Fund's Statement of Additional Information.
Any of the minimum initial investment amount waivers listed above may be modified or discontinued at any time.
|
|
|
Institutions Purchasing
|
Opening an Account |
Adding to an Account |
By Telephone or Online |
A new account may not be opened by telephone or online unless the institution has another Wells Fargo Advantage Fund account. If the institution does not currently have an account, contact your investment representative. |
To buy additional shares or to buy
Call Investor Services at
Call 1-800-368-7550 for the
Visit our Web site at
|
By Wire |
Complete and sign the Administrator Class account application
Call Investor Services at 1-800-222-8222 for faxing instructions
Use the following wiring instructions:
Bank ABA/routing number: 011000028 Bank account number: 9905-437-1 For credit to: Wells Fargo Advantage Funds For further credit to: [Your name (as registered on your fund account) and your fund and account number] |
To buy additional shares, instruct
|
Through Your Investment Representative |
Contact your investment representative. |
Contact your investment representative. |
General Notes For Buying Shares
Proper Form. If the transfer agent receives your new account application or purchase request in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your new account application or purchase request is received in proper form after the close of trading on the NYSE, your transaction will be priced at the next business day's NAV. If your new account application or purchase request is not in proper form, additional documentation may be required to process your transaction.
Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.
U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.
Right to Refuse an Order. We reserve the right to refuse or cancel a purchase or exchange order for any reason, including if we believe that doing so would be in the best interests of a Fund and its shareholders.
Other Share Classes. You may be eligible to invest in one or more classes of shares offered by a Fund. Each of the Fund's share classes bears varying expenses and may differ in other features. Consult your financial intermediary for more information regarding the Fund's available share classes.
Special Considerations When Investing Through Financial Intermediaries:
If a financial intermediary purchases Administrator Class shares on your behalf, you should understand the following:
Minimum Investments and Other Terms of Your Account . Share purchases are made through a customer account at your financial intermediary following that firm's terms. Financial intermediaries may require different minimum investment amounts. Please consult an account representative from your financial intermediary for specifics.
Records are Held in Financial Intermediary's Name . Financial intermediaries are usually the holders of record for Administrator Class shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.
Purchase/Redemption Orders . Financial intermediaries are responsible for transmitting their customers' purchase and redemption orders to a Fund and for delivering required payment on a timely basis.
Shareholder Communications . Financial intermediaries are responsible for delivering shareholder communications and voting information from a Fund, and for transmitting shareholder voting instructions to a Fund.
The information provided in this Prospectus is not intended for distribution to, or use by, any person or entity in any non-U.S. jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country.
The Funds are distributed by Wells Fargo Funds Distributor, LLC, a member of FINRA/SIPC, and an affiliate of Wells Fargo & Company. Securities Investor Protection Corporation ("SIPC") information and brochure are available at SIPC.org or by calling SIPC at (202) 371-8300.
How to Sell Shares
Administrator Class shares must be redeemed according to the terms of your customer account with your financial intermediary. You should contact your investment representative when you wish to sell Fund shares.
Institutions Selling Shares Directly |
To Sell Some or All of Your Shares |
By Telephone / Electronic Funds Transfer (EFT) |
To speak with an investor services representative call 1-800-222-8222 or use the automated phone system at 1-800-368-7550.
Redemptions processed by EFT to a linked Wells Fargo Bank account occur same day for Wells Fargo Advantage money market funds,
and next day for all other
Wells Fargo Advantage Funds
.
Transfers made to a Wells Fargo Bank account are made available sooner than transfers to an unaffiliated institution.
Redemptions to any other linked bank account may post in two business days, please check with your financial institution for
funds posting and availability.
|
By Wire |
To arrange for a Federal Funds wire, call 1-800-222-8222.
Be prepared to provide information on the commercial bank that is a member of the Federal Reserve wire system.
Redemption proceeds are usually wired to the financial intermediary the following business day.
|
Online |
Visit our Web site at wellsfargoadvantagefunds.com. |
Through Your Investment Representative |
Contact your investment representative. |
General Notes for Selling Shares
Proper Form. If the transfer agent receives your request to sell shares in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your request to sell shares is received in proper form after the close of trading on the NYSE, it will be priced at the next business day's NAV. If your request is not in proper form, additional documentation may be required to sell your shares.
Earning Distributions. Your shares are eligible to earn distributions through the date of redemption. If you redeem shares on a Friday or prior to a holiday, your shares will continue to be eligible to earn distributions until the next business day.
Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.
Redemption in Kind. Although generally we pay redemption requests in cash, we reserve the right to determine in our sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the Investment Company Act of 1940, and the rules thereunder. The redeeming shareholders should expect to incur transaction costs upon the disposition of the securities received.
Retirement Plans and Other Products. If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supersede the directions in this Prospectus.
How to Exchange Shares
Exchanges between Wells Fargo Advantage Funds involve two transactions: (1) a sale of shares of one Fund; and (2) the purchase of shares of another. In general, the same rules and procedures that apply to sales and purchases apply to exchanges. There are, however, additional factors you should keep in mind while making or considering an exchange:
In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e., a Fund not closed to new accounts), with the following exception: Class A shares of non-money market funds may also be exchanged for Service Class shares of any money market fund.
Same-fund exchanges between share classes are permitted subject to the following conditions: (1) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; (2) for exchanges into Class A shares, the shareholder must meet all qualifications to purchase Class A shares at net asset value based on current prospectus guidelines; and (3) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange.
An exchange request will be processed on the same business day, provided that both Funds are open at the time the request is received. If one or both Funds are closed, the exchange will be processed on the following business day.
You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.
Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.
If you are making an initial investment into a Fund through an exchange, you must exchange at least the minimum initial purchase amount for the new Fund, unless your balance has fallen below that amount due to investment performance.
Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.
Class B and Class C share exchanges will not trigger the CDSC. The new shares will continue to age according to their original schedule and will be charged the CDSC applicable to the original shares upon redemption.
Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.
Frequent Purchases and Redemptions of Fund Shares
Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.
Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can negatively impact a Fund's long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.
Wells Fargo Advantage Funds , other than the Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund and Ultra Short-Term Municipal Income Fund ("Ultra-Short Funds") and the money market funds, (the "Covered Funds"). The Covered Funds are not designed to serve as vehicles for frequent trading. The Covered Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Covered Fund shareholders. The Board has approved the Covered Funds' policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Covered Fund by increasing expenses or lowering returns. In this regard, the Covered Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Covered Fund shareholders. Funds Management monitors available shareholder trading information across all Covered Funds on a daily basis. If a shareholder redeems more than $5,000 (including redemptions that are part of an exchange transaction) from a Covered Fund, that shareholder is "blocked" from purchasing shares of that Covered Fund (including purchases that are part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to:
Money market funds;
Ultra-Short Funds;
Dividend reinvestments;
Systematic investments or exchanges where the financial intermediary maintaining the shareholder account identifies the transaction as a systematic redemption or purchase at the time of the transaction;
Rebalancing transactions within certain asset allocation or "wrap" programs where the financial intermediary maintaining a shareholder account is able to identify the transaction as part of an asset allocation program approved by Funds Management;
Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;
Permitted exchanges between share classes of the same Fund;
Certain transactions involving participants in employer-sponsored retirement plans, including: participant withdrawals due to mandatory distributions, rollovers and hardships, withdrawals of shares acquired by participants through payroll deductions, and shares acquired or sold by a participant in connection with plan loans; and
Purchases below $5,000 (including purchases that are part of an exchange transaction).
The money market funds and the Ultra-Short Funds. Because the money market funds and Ultra-Short Funds are often used for short-term investments, they are designed to accommodate more frequent purchases and redemptions than the Covered Funds. As a result, the money market funds and Ultra-Short Funds do not anticipate that frequent purchases and redemptions, under normal circumstances, will have significant adverse consequences to the money market funds or Ultra-Short Funds or their shareholders. Although the money market funds and Ultra-Short Funds do not prohibit frequent trading, Funds Management will seek to prevent an investor from utilizing the money market funds and Ultra-Short Funds to facilitate frequent purchases and redemptions of shares in the Covered Funds in contravention of the policies and procedures adopted by the Covered Funds.
All Wells Fargo Advantage Funds . In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations.
In the event that an asset allocation or "wrap" program is unable to implement the policy outlined above, Funds Management may grant a program-level exception to this policy. A financial intermediary relying on the exception is required to provide Funds Management with specific information regarding its program and ongoing information about its program upon request.
A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading rather than the policies set forth above in instances where Funds Management reasonably believes that the intermediary's policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.
Account Policies
Advance Notice of Large Transactions
We strongly urge you to begin all purchases and redemptions as early in the day as possible and to notify us at least one
day in advance of transactions in excess of $5,000,000. This will allow us to manage your Fund most effectively. When you
give us this advance notice, you must provide us with your name and account number.
Householding
To help keep Fund expenses low, a single copy of a prospectus or shareholder report may be sent to shareholders of the same
household. If your household currently receives a single copy of a prospectus or shareholder report and you would prefer to
receive multiple copies, please contact your financial intermediary.
Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222
for information on:
Individual Retirement Plans, including Traditional IRAs and Roth IRAs.
Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.
There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information, call the number listed above. For retirement accounts held directly with the Fund, certain fees may apply, including an annual account maintenance fee.
Small Account Redemptions
We reserve the right to redeem certain accounts that fall below the minimum initial investment amount as the result of shareholder
redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account
above the minimum investment amount. Please call Investor Services at 1-800-222-8222 or contact your selling agent for further
details.
Statements and Confirmations
Statements summarizing activity in your account are mailed quarterly. Confirmations are mailed following each purchase, sale,
exchange, or transfer of Fund shares, except generally for Automatic Investment Plan transactions, Systematic Withdrawal Plan
transactions using Electronic Funds Transfer, and purchases of new shares through the automatic reinvestment of distributions.
Upon your request and for the applicable fee, you may obtain a reprint of an account statement. Please call Investor Services
at 1-800-222-8222 for more information.
Electronic Delivery of Fund Documents
You may elect to receive your Fund's prospectuses, shareholder reports and other Fund documents electronically in lieu of
paper form by enrolling on the Fund's Web site at wellsfargo.com/advantagedelivery. If you make this election, you will be
notified by e-mail when the most recent Fund documents are available for electronic viewing and downloading.
To receive Fund documents electronically, you must have an e-mail account and an internet browser that meets the requirements described in the Privacy & Security section of the Fund's Web site at wellsfargoadvantagefunds.com. You may change your electronic delivery preferences or revoke your election to receive Fund documents electronically at any time by visiting wellsfargo.com/advantagedelivery.
Statement Inquiries
Contact us in writing regarding any errors or discrepancies noted on your account statement within 60 days after the date
of the statement confirming a transaction. We may deny your ability to refute a transaction if we do not hear from you within
those 60 days.
Transaction Authorizations
Telephone, electronic, and clearing agency privileges allow us to accept transaction instructions by anyone representing
themselves as the shareholder and who provides reasonable confirmation of their identity. Neither we nor
Wells Fargo Advantage Funds
will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions
through the automated phone system and our Web site, we will assign personal identification numbers (PINs) and/or passwords
to help protect your account information. To safeguard your account, please keep your PINs and passwords confidential. Contact
us immediately if you believe there is a discrepancy on your confirmation statement or if you believe someone has obtained
unauthorized access to your account, PIN or password.
USA PATRIOT Act
In compliance with the USA PATRIOT Act, all financial institutions (including mutual funds) at the time an account is opened,
are required to obtain, verify and record the following information for all registered owners or others who may be authorized
to act on the account: full name, date of birth, taxpayer identification number (usually your Social Security Number), and
permanent street address. Corporate, trust and other entity accounts require additional documentation. This information will
be used to verify your identity. We will return your application if any of this information is missing, and we may request
additional information from you for verification purposes. In the rare event that we are unable to verify your identity, we
reserve the right to redeem your account at the current day's NAV. You will be responsible for any losses, taxes, expenses,
fees, or other results of such a redemption.
Distributions
The Emerging Markets Local Bond Fund and the Strategic Income Fund generally distribute net investment income, if any, monthly and the International Bond Fund generally distributes net investment income, if any, quarterly. The amount distributed in any given period may be less than the amount earned in that period or more than the amount earned in that period if it includes amounts earned in a previous period but retained for later distribution. The Funds generally distribute net capital gains, if any, at least annually.
Taxes
The following discussion regarding federal income taxes is based on laws that were in effect as of the date of this Prospectus and summarizes only some of the important federal income tax considerations affecting a Fund and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Fund shares through a tax-advantaged account, such as a 401(k) Plan or IRA. This discussion is not intended as a substitute for careful tax planning. You should consult your tax adviser about your specific tax situation. Please see the Statement of Additional Information for additional federal income tax information.
We will pass on to a Fund's shareholders substantially all of the Fund's net investment income and realized net capital gains, if any. Distributions from a Fund's ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from a Fund's net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.
The American Taxpayer Relief Act of 2012 extended certain tax rates except those that applied to individual taxpayers with taxable incomes above $400,000 ($450,000 for married taxpayers, $425,000 for heads of households). Taxpayers that are not in the new highest tax bracket continue to be subject to a maximum 15% rate of tax on long-term capital gains and qualified dividends. For taxpayers in the new highest tax bracket, the maximum tax rate on long-term capital gains and qualified dividends will be 20%. Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a new 3.8% Medicare contribution tax will apply on "net investment income," including interest, dividends, and capital gains.
Distributions from a Fund normally will be taxable to you when paid, whether you take distributions in cash or automatically reinvest them in additional Fund shares. Following the end of each year, we will notify you of the federal income tax status of your distributions for the year.
If you buy shares of a Fund shortly before it makes a taxable distribution, your distribution will, in effect, be a taxable return of part of your investment. Similarly, if you buy shares of a Fund when it holds appreciated securities, you will receive a taxable return of part of your investment if and when the Fund sells the appreciated securities and distributes the gain. The Fund has built up, or has the potential to build up, high levels of unrealized appreciation.
Your redemptions (including redemptions in-kind) and exchanges of Fund shares ordinarily will result in a taxable capital gain or loss, depending on the amount you receive for your shares (or are deemed to receive in the case of exchanges) and the amount you paid (or are deemed to have paid) for them. Such capital gain or loss generally will be long-term capital gain or loss if you have held your redeemed or exchanged Fund shares for more than one year at the time of redemption or exchange. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.
In certain circumstances, Fund shareholders may be subject to backup withholding taxes.
Additional Performance Information
This section contains additional information regarding the performance of the Funds. The sub-section below titled "Index Descriptions" defines the market indices that are referenced in the Fund Summaries. The sub-section below titled "Share Class Performance" provides history for specified share classes of certain Funds.
Index Descriptions
The "Average Annual Total Returns" table in each Fund's Fund Summary compares the Fund's returns with those of one or more
indices. Below are descriptions of each such index. You cannot invest directly in an index.
1. | Copyright 2011. BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated. All rights reserved. |
Share Class Performance
The following provides additional information about the performance history of the Funds contained in this prospectus, including
the inception date of the relevant share class, information regarding predecessor funds, if any, and whether performance information
presented is based on the history of an older share class.
International Bond Fund - Historical performance shown for Administrator Class shares prior to their inception reflects the performance of Institutional Class shares and has been adjusted to reflect the higher expenses applicable to Administrator Class shares. Historical performance shown for all classes of the Fund prior to July 12, 2010, is based on the performance of the Fund's predecessor, Evergreen International Bond Fund.
A Fund's past performance is no guarantee of future results. A Fund's investment results will fluctuate over time, and any representation of the Fund's returns for any past period should not be considered as a representation of what a Fund's returns may be in any future period. The Fund's annual and semi-annual reports contain additional performance information and are available upon request, without charge, by calling the telephone number listed on the back cover page of this Prospectus.
The following tables are intended to help you understand a Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Funds' financial statements, which have been audited by KPMG LLP, the Funds' independent registered public accounting firm, whose report, along with each Fund's financial statements, is also included in each Fund's annual report, a copy of which is available upon request.
Emerging Markets Local Bond Fund
For a share outstanding throughout each period
|
|
Year ended October 31 |
||||
Administrator Class |
2013 |
2012 1 |
||||
Net asset value, beginning of period |
$ |
10.85 |
$ |
10.00 |
||
Net investment income |
|
0.46 |
|
0.12 |
||
Net realized and unrealized gains (losses) on investments |
|
(0.76) |
|
0.85 |
||
Total from investment operations |
|
(0.30) |
|
0.97 |
||
Distributions to shareholders from |
|
|
|
|
||
Net investment income |
|
(0.66) |
|
(0.12) |
||
Net realized gains |
|
(0.20) |
|
0.00 |
||
Total distributions to shareholders |
|
(0.86) |
|
(0.12) |
||
Net asset value, end of period |
$ |
9.69 |
$ |
10.85 |
||
Total return 2 |
|
(3.13)% |
|
9.72% |
||
Ratios to average net assets (annualized) |
|
|
|
|
||
Gross expenses |
|
1.79% |
|
2.16% |
||
Net expenses |
|
1.10% |
|
1.10% |
||
Net investment income |
|
4.48% |
|
2.77% |
||
Supplemental data |
|
|
|
|
||
Portfolio turnover rate |
|
85% |
|
120% |
||
Net assets, end of period (000s omitted) |
$ |
12,754 |
$ |
13,166 |
1 |
For the period from May 31, 2012 (commencement of class operations) to October 31, 2012 |
2 |
Returns for periods of less than one year are not annualized. |
International Bond Fund
For a share outstanding throughout each period
|
|
Year ended October 31 |
||||||||||
Administrator Class |
2013 |
2012 |
2011 |
2010 1 |
||||||||
Net asset value, beginning of period |
$ |
11.81 |
$ |
11.83 |
$ |
12.23 |
$ |
11.39 |
||||
Net investment income |
|
0.36 2 |
|
0.35 2 |
|
0.38 2 |
|
0.11 2 |
||||
Net realized and unrealized gains (losses) on investments |
|
(0.71) |
|
0.08 |
|
(0.16) |
|
0.82 |
||||
Total from investment operations |
|
(0.35) |
|
0.43 |
|
0.22 |
|
0.93 |
||||
Distributions to shareholders from |
|
|
|
|
|
|
|
|
||||
Net investment income |
|
(0.02) |
|
(0.31) |
|
(0.54) |
|
(0.09) |
||||
Net realized gains |
|
(0.12) |
|
(0.14) |
|
(0.08) |
|
0.00 |
||||
Total distributions to shareholders |
|
(0.14) |
|
(0.45) |
|
(0.62) |
|
(0.09) |
||||
Net asset value, end of period |
$ |
11.32 |
$ |
11.81 |
$ |
11.83 |
$ |
12.23 |
||||
Total return 3 |
|
(2.98)% |
|
3.89% |
|
2.03% |
|
8.21% |
||||
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
||||
Gross expenses |
|
0.99% |
|
0.97% |
|
0.95% |
|
1.05% |
||||
Net expenses |
|
0.85% |
|
0.85% |
|
0.85% |
|
0.85% |
||||
Net investment income |
|
3.15% |
|
3.04% |
|
3.21% |
|
3.63% |
||||
Supplemental data |
|
|
|
|
|
|
|
|
||||
Portfolio turnover rate |
|
129% |
|
79% |
|
88% |
|
89% |
||||
Net assets, end of period (000s omitted) |
$ |
334,778 |
$ |
294,330 |
$ |
170,836 |
$ |
4,866 |
1 |
For the period from July 30, 2010 (commencement of class operations) to October 31, 2010 |
2 |
Calculated based upon average shares outstanding |
3 |
Returns for periods of less than one year are not annualized. |
Strategic Income Fund
For a share outstanding throughout each period
|
|
Year ended October 31 |
|
Administrator Class |
2013 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.28 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.37) |
|
Total from investment operations |
|
(0.09) |
|
Distributions to shareholders from |
|
|
|
Net investment income |
|
(0.25) |
|
Net asset value, end of period |
$ |
9.66 |
|
Total return 2 |
|
(0.85)% |
|
Ratios to average net assets (annualized) |
|
|
|
Gross expenses |
|
1.79% |
|
Net expenses |
|
0.75% |
|
Net investment income |
|
3.90% |
|
Supplemental data |
|
|
|
Portfolio turnover rate |
|
39% |
|
Net assets, end of period (000s omitted) |
$ |
496 |
1 |
For the period from January 31, 2013 (commencement of class operations) to October 31, 2013 |
2 |
Returns for periods of less than one year are not annualized. |
© 2014 Wells Fargo Funds Management, LLC. All rights reserved |
034IFAM/P1003D (03/14)
ICA Reg. No. 811-09253 |
Wells Fargo Advantage Funds
March 1, 2014
Income Funds
Prospectus
|
Institutional Class
Emerging Markets Local Bond Fund |
WLBIX |
International Bond Fund |
ESICX |
Strategic Income Fund |
WSINX |
As with all mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime.
Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value.
Table of Contents
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19 |
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21 |
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26 |
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26 |
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27 |
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28 |
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29 |
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30 |
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33 |
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34 |
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38 |
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38 |
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39 |
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40 |
Emerging Markets Local Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.65% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
0.87% |
Total Annual Fund Operating Expenses |
1.52% |
Fee Waivers |
0.62% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.90% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$92 |
3 Years |
$419 |
5 Years |
$770 |
10 Years |
$1,760 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 85% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in debt securities issued by governments, corporate entities or supranational agencies, that are tied economically to emerging market countries and denominated in local currencies;
in at least six countries or supranational agencies; and
up to 20% of the Fund's total assets in debt securities denominated in currencies of developed markets but issued by governments or corporate entities from emerging market countries.
Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We consider a security to be "tied economically to" an emerging market country if it is principally traded on the country's securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.
We may invest in investment-grade and below investment-grade debt securities. While we may purchase securities of any maturity or duration, under normal circumstances, we expect the dollar-weighted average effective maturity of the Fund's portfolio to be between 3 and 10 years, and the dollar-weighted average effective duration of the Fund's portfolio to be between 2 ½ to 8 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. The Fund is considered to be non-diversified.
Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the emerging bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over- or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process. Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Non-Diversification Risk. A Fund that is considered "non-diversified" under the 1940 Act is more susceptible to financial, economic or market events impacting an issuer of portfolio securities than a "diversified" fund. Default by the issuer of a single security in the portfolio may have a greater negative effect than a similar default in a diversified portfolio.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns as of 12/31 each year
Institutional Class
Highest Quarter:
3rd Quarter 2013
+0.46%
Lowest Quarter:
2nd Quarter 2013
-7.47%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
Purchase and Sale of Fund Shares
Institutional Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
International Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.52% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
0.20% |
Total Annual Fund Operating Expenses |
0.72% |
Fee Waivers |
0.02% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.70% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$72 |
3 Years |
$228 |
5 Years |
$399 |
10 Years |
$893 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 129% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance before and after taxes is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns as of 12/31 each year
Institutional Class
Highest Quarter: 3rd Quarter 2010
+11.56%
Lowest Quarter: 3rd Quarter 2008
-5.28%
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state, local or foreign taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to tax-exempt investors or investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) Plans or Individual Retirement Accounts.
Purchase and Sale of Fund Shares
Institutional Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
Strategic Income Fund Summary
The Fund seeks total return, consisting of a high level of current income and capital appreciation.
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.48% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
1.05% |
Acquired Fund Fees and Expenses |
0.01% |
Total Annual Fund Operating Expenses |
1.54% |
Fee Waivers |
0.93% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.61% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at 0.60% for Institutional Class. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$62 |
3 Years |
$395 |
5 Years |
$751 |
10 Years |
$1,755 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. For the period from January 31, 2013 (commencement of operations) to October 31, 2013, the Fund's portfolio turnover rate was 39% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in income-producing securities;
up to 100% of the Fund's total assets in debt securities of foreign issuers, including emerging markets issuers, and up to 50% of the Fund's total assets in non-dollar denominated debt securities;
up to 100% of the Fund's total assets in debt securities that are below investment-grade;
up to 25% of the Fund's total assets in preferred stocks; and
up to 10% of the Fund's total assets in debt securities that are in default at the time of purchase.
We invest principally in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans, convertible securities, preferred stocks, foreign corporate debt, foreign sovereign debt, supranational agencies and U.S. Government obligations. We may invest a significant portion of the Fund's assets in mortgage-backed securities, including those issued by agencies and instrumentalities of the U.S. Government. We may invest in below investment-grade debt securities (often called "high yield" securities or "junk bonds") of any credit quality, including unrated securities that we deem to be of comparable quality, as well as securities that are in default at the time of purchase.
We may invest in debt securities of foreign issuers, including emerging markets issuers, denominated in any currency. Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We may seek to add yield by having exposures to a variety of credits, mortgages, and higher yielding countries and currencies.
We pursue the Fund's investment objective by creating an integrated strategy that combines income-producing securities from a variety of sectors. Portfolio managers meet regularly to review and assess the overall portfolio risk level, the allocation of assets among the different sectors, and the role played by each sector in the portfolio. Wells Capital Management Incorporated determines the allocation of assets, and these allocations can change at any time. Each portfolio manager provides overall asset allocation and/or day-to-day portfolio management, and is responsible for security selection within the portfolio managers' assigned sectors.
The investment process for both asset allocation and security selection focuses on the value-driven measures that are used by the portfolio managers when managing sector assignments such as high yield bonds, global bonds, emerging markets, investment-grade bonds, and mortgages. We seek to add return by allocating assets to sectors that we believe offer better opportunities and by using rigorous credit research to identify attractive individual securities. The portfolio managers utilize proprietary tools when measuring opportunities and risks associated with country, currency, credit and mortgage exposures. Securities are sold and allocations to various sectors are reduced when prices rise significantly above our estimates of underlying value, when changes in the financial environment indicate that securities or sectors at current prices no longer offer attractive risk-adjusted returns, or due to cash flow needs.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's overall dollar-weighted average effective duration to be between 0 and 6 years. "Dollar-weighted average effective duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. We may use futures to manage duration exposure. There are no fixed weights for the Fund's allocation across various sectors or markets. The pursuit of the Fund's investment objective of total return, a component of which consists of a high level of current income, however, implies that the Fund will normally seek to have significant holdings of securities offering higher yields relative to U.S. Treasuries.
In addition to currency exposures stemming from our management of non-dollar denominated bonds, including the hedging and cross-hedging of currency exposures associated with these securities, we can manage currency as a separate asset class. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Convertible Securities Risk. Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to risks that are typically associated with both types of securities. The market value of a convertible security tends to decline as interest rates increase but also tends to reflect the market price of the common stock of the issuing company.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
Futures Risk. Because the futures utilized by a Fund are standardized and exchange-traded, where the exchange serves as the ultimate counterparty for all contracts, the primary credit risk on futures contracts is the creditworthiness of the exchange itself. Futures are also subject to market risk, interest rate risk (in the case of futures contracts relating to income producing securities) and index tracking risk (in the case of stock index futures).
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Loan Risk. In addition to the same general risks as debt securities, loans in which a Fund invests may be exposed to highly leveraged borrowers, restrictions on transfer and illiquidity, difficulty in fair valuation, limitations on the exercise of remedies, the inability or unwillingness of assignor(s) on whom a Fund relies to demand and receive loan payments, the absence of credit ratings, and potential co-lender liability.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Mortgage- and Asset-Backed Securities Risk. Mortgage- and asset-backed securities may decline in value when defaults on the underlying mortgage or assets occur and may exhibit additional volatility in periods of changing interest rates. When interest rates decline, the prepayment of mortgages or assets underlying such securities may require the Fund to reinvest such prepaid funds at lower prevailing interest rates, resulting in reduced returns.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
Since the Fund does not have annual returns for at least one calendar year, no performance information is shown.
Purchase and Sale of Fund Shares
Institutional Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks and trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management. In general, you can buy or sell shares of the Fund by mail, internet, phone or wire on any day the New York Stock Exchange is open for regular trading. You also may buy and sell shares through a financial professional.
Tax Information
Any distributions you receive from the Fund may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax advantaged investment plan. However, subsequent withdrawals from such a tax advantaged investment plan may be subject to federal income tax. You should consult your tax adviser about your specific tax situation.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Consult your salesperson or visit your financial intermediary's Web site for more information.
Key Fund Information
This Prospectus contains information about one or more Funds within the Wells Fargo Advantage Funds ® family and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.
In this Prospectus, "we" generally refers to Wells Fargo Funds Management, LLC ("Funds Management"), the relevant sub-adviser(s), if applicable, or the portfolio manager(s). "We" may also refer to a Fund's other service providers. "You" refers to the shareholder or potential investor.
Investment Objective and Principal Investment Strategies
The investment objective of each Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees alone. The objective and strategies description for each Fund tells you:
what the Fund is trying to achieve;
how we intend to invest your money; and
what makes the Fund different from the other Funds offered in this Prospectus.
This section also provides a summary of each Fund's principal investments and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis. Percentages of "the Fund's net assets" are measured as percentages of net assets plus borrowings for investment purposes. The investment policies of each Fund concerning "80% of the Fund's net assets" may be changed by the Board of Trustees without shareholder approval, but shareholders would be given at least 60 days' notice.
This section lists the principal risk factors for each Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in a Fund.
Emerging Markets Local Bond Fund
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
|
Fund Inception: |
May 31, 2012 |
|
Institutional Class |
Ticker: WLBIX |
Fund Number: 3167 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in debt securities issued by governments, corporate entities or supranational agencies, that are tied economically to emerging market countries and denominated in local currencies;
in at least six countries or supranational agencies; and
up to 20% of the Fund's total assets in debt securities denominated in currencies of developed markets but issued by governments or corporate entities from emerging market countries.
Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We consider a security to be "tied economically to" an emerging market country if it is principally traded on the country's securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.
We may invest in investment-grade and below investment-grade debt securities. While we may purchase securities of any maturity or duration, under normal circumstances, we expect the dollar-weighted average effective maturity of the Fund's portfolio to be between 3 and 10 years, and the dollar-weighted average effective duration of the Fund's portfolio to be between 2 ½ to 8 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. The Fund is considered to be non-diversified.
Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the emerging bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over- or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process. Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Non-Diversification Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
|
Fund Inception: |
12/15/1993 |
|
Institutional Class |
Ticker: ESICX |
Fund Number: 4705 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Advisers |
First International Advisors, LLC
|
|
Portfolio Managers |
Michael J. Bray, CFA
|
|
Fund Inception: |
January 31, 2013 |
|
Institutional Class |
Ticker: WSINX |
Fund Number: 3173 |
The Fund seeks total return, consisting of a high level of current income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in income-producing securities;
up to 100% of the Fund's total assets in debt securities of foreign issuers, including emerging markets issuers, and up to 50% of the Fund's total assets in non-dollar denominated debt securities;
up to 100% of the Fund's total assets in debt securities that are below investment-grade;
up to 25% of the Fund's total assets in preferred stocks; and
up to 10% of the Fund's total assets in debt securities that are in default at the time of purchase.
We invest principally in income-producing securities, including corporate, mortgage- and asset-backed securities, bank loans, convertible securities, preferred stocks, foreign corporate debt, foreign sovereign debt, supranational agencies and U.S. Government obligations. We may invest a significant portion of the Fund's assets in mortgage-backed securities, including those issued by agencies and instrumentalities of the U.S. Government. We may invest in below investment-grade debt securities (often called "high yield" securities or "junk bonds") of any credit quality, including unrated securities that we deem to be of comparable quality, as well as securities that are in default at the time of purchase.
We may invest in debt securities of foreign issuers, including emerging markets issuers, denominated in any currency. Emerging market countries generally are those countries defined as having an emerging or developing economy by the World Bank or its related organizations, or the United Nations or its authorities. The emerging market countries in which the Fund may invest currently include, but are not limited to, Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Uruguay. We may seek to add yield by having exposures to a variety of credits, mortgages, and higher yielding countries and currencies.
We pursue the Fund's investment objective by creating an integrated strategy that combines income-producing securities from a variety of sectors. Portfolio managers meet regularly to review and assess the overall portfolio risk level, the allocation of assets among the different sectors, and the role played by each sector in the portfolio. Wells Capital Management Incorporated determines the allocation of assets, and these allocations can change at any time. Each portfolio manager provides overall asset allocation and/or day-to-day portfolio management, and is responsible for security selection within the portfolio managers' assigned sectors.
The investment process for both asset allocation and security selection focuses on the value-driven measures that are used by the portfolio managers when managing sector assignments such as high yield bonds, global bonds, emerging markets, investment-grade bonds, and mortgages. We seek to add return by allocating assets to sectors that we believe offer better opportunities and by using rigorous credit research to identify attractive individual securities. The portfolio managers utilize proprietary tools when measuring opportunities and risks associated with country, currency, credit and mortgage exposures. Securities are sold and allocations to various sectors are reduced when prices rise significantly above our estimates of underlying value, when changes in the financial environment indicate that securities or sectors at current prices no longer offer attractive risk-adjusted returns, or due to cash flow needs.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's overall dollar-weighted average effective duration to be between 0 and 6 years. "Dollar-weighted average effective duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration. We may use futures to manage duration exposure. There are no fixed weights for the Fund's allocation across various sectors or markets. The pursuit of the Fund's investment objective of total return, a component of which consists of a high level of current income, however, implies that the Fund will normally seek to have significant holdings of securities offering higher yields relative to U.S. Treasuries.
In addition to currency exposures stemming from our management of non-dollar denominated bonds, including the hedging and cross-hedging of currency exposures associated with these securities, we can manage currency as a separate asset class. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Convertible Securities Risk
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Market Risk
Foreign Currency Transaction Risk
Foreign Investment Risk
Futures Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Loan Risk
Management Risk
Market Risk
Mortgage- and Asset-Backed Securities Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value and total return. These risks are described in the "Description of Principal Investment Risks" section.
Description of Principal Investment Risks
Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The factors that are most likely to have a material effect on a particular Fund as a whole are called "principal risks." The principal risks for the Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information.
Convertible Securities Risk
Convertible securities have characteristics of both equity and debt securities and, as a result, are exposed to risks that
are typically associated with both types of securities. The market value of a convertible security tends to decline as interest
rates increase but also tends to reflect the market price of the common stock of the issuing company. Convertible securities
are also exposed to the risk that an issuer is unable to meet its obligation to make dividend or interest and principal payments
when due as a result of changing financial or market conditions. In the event of a liquidation of the issuing company, holders
of convertible securities would generally be paid only after holders of any senior debt obligations. A Fund may be forced
to convert a convertible security before it would otherwise choose to do so, which may decrease the Fund's return.
Counter-Party Risk
When a Fund enters into an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, the
Fund is exposed to the risk that the other party will not fulfill its contractual obligations. For example, in a repurchase
agreement, there exists the risk that where the Fund buys a security from a seller that agrees to repurchase the security
at an agreed upon price and time, the seller will not repurchase the security. Similarly, the Fund is exposed to counter-party
risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to
repurchase them at a later date.
Debt Securities Risk
Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility
that an issuer or credit support provider of an instrument will be unable to make interest payments or repay principal when
due, and that the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes
in the financial strength of an issuer or credit support provider or changes in the credit rating of a security may affect
its value. Interest rate risk is the risk that market interest rates may increase, which tends to reduce the resale value
of certain debt securities, including U.S. Government obligations. Debt securities with longer durations are generally more
sensitive to interest rate changes than those with shorter durations. Interest rates have remained at historical lows for
an extended period of time. If interest rates rise quickly, it may have a pronounced negative effect on the value of certain
debt securities. Changes in market interest rates do not affect the rate payable on an existing debt security, unless the
instrument has adjustable or variable rate features, which can reduce its exposure to interest rate risk. Changes in market
interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby
affecting their value and returns. Debt securities may also have, or become subject to, liquidity constraints.
Derivatives Risk
The term "derivatives" covers a broad range of investments, including futures, options and swap agreements. In general, a
derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security
or a specified index, asset or rate. The use of derivatives presents risks different from, and possibly greater than, the
risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse
movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the
derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a Fund's return or as a substitute
for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The
success of management's derivatives strategies will also be affected by its ability to assess and predict the impact of market
or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing
the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close
out when a Fund's portfolio manager may believe it would be appropriate to do so. Certain derivative positions (e.g., over-the-counter
swaps) are subject to counterparty risk.
The U.S. government recently enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting and registration requirements. Because the legislation leaves much to rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict a Fund's ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategy as a result. It is unclear how the regulatory changes will affect counterparty risk.
Emerging Markets Risk
Emerging markets securities typically present even greater exposure to the risks described under "Foreign Investment Risk"
and may be particularly sensitive to certain economic changes. For example, emerging market countries are typically more dependent
on exports and are therefore more vulnerable to recessions in other countries. Emerging markets may be under-capitalized and
have less developed legal and financial systems than markets in the developed world. Additionally, emerging markets may have
volatile currencies and may be more sensitive than more mature markets to a variety of economic factors. Emerging market securities
also may be less liquid than securities of more developed countries and could be difficult to sell, particularly during a
market downturn.
Foreign Currency Transactions Risk
Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by
changes in exchange rates. To manage this risk, a Fund may enter into foreign currency futures contracts and foreign currency
exchange contracts to hedge against a decline in the U.S. dollar value of a security it already owns or against an increase
in the value of an asset it expects to purchase. Use of hedging techniques cannot protect against exchange rate risk perfectly.
If a Fund's adviser is incorrect in its judgment of future exchange rate relationships, a Fund could be in a less advantageous
position than if such a hedge had not been established. Losses on foreign currency transactions used for hedging purposes
may be reduced by gains on the assets that are the subject of a hedge. A Fund may also purchase a foreign currency on a spot
or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other
currencies in which a Fund's holdings are denominated. Losses on such transactions may not be reduced by gains from other
Fund assets. A Fund's gains from its positions in foreign currencies may accelerate and/or recharacterize the Fund's income
or gains and its distributions to shareholders. The Fund's losses from such positions may also recharacterize the Fund's income
and its distributions to shareholders and may cause a return of capital to Fund shareholders.
Foreign Investment Risk
Foreign investments, including American Depositary Receipts ("ADRs") and similar investments, are subject to more risks than
U.S. domestic investments. These additional risks may potentially include lower liquidity, greater price volatility and risks
related to adverse political, regulatory, market or economic developments. Foreign companies also may be subject to significantly
higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the
earnings potential of such foreign companies. In addition, amounts realized on sales or distributions of foreign securities
may be subject to high and potentially confiscatory levels of foreign taxation and withholding when compared to comparable
transactions in U.S. securities. Investments in foreign securities involve exposure to changes in foreign currency exchange
rates. Such changes may reduce the U.S. dollar value of the investment. Foreign investments are also subject to risks including
potentially higher withholding and other taxes, trade settlement, custodial, and other operational risks and less stringent
investor protection and disclosure standards in certain foreign markets. In addition, foreign markets can and often do perform
differently from U.S. markets.
Futures Risk
Because the futures utilized by a Fund are standardized and exchange-traded, where the exchange serves as the ultimate counterparty
for all contracts, the primary credit risk on futures contracts is the creditworthiness of the exchange itself. Futures are
also subject to market risk, interest rate risk (in the case of futures contracts relating to income producing securities)
and index tracking risk (in the case of stock index futures).
High Yield Securities Risk
High yield securities (sometimes referred to as "junk bonds") are debt securities that are rated below investment-grade, are
unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered
speculative by major credit rating agencies, have a much greater risk of default (or in the case of bonds currently in default,
of not returning principal) and their values tend to be more volatile than higher-rated securities of similar maturity. The
value of these securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the
individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.
Issuer Risk
The value of a security may decline for a number of reasons that directly relate to the issuer or an entity providing credit
support or liquidity support, such as management performance, financial leverage, and reduced demand for the issuer's goods,
services or securities.
Leverage Risk
Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase
agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions.
Certain derivatives may also create leverage. The use of leverage may cause a Fund to liquidate portfolio positions when it
may not be advantageous to do so. Leveraging, including borrowing, may cause a Fund to be more volatile than if the Fund had
not been leveraged. This is because leverage tends to increase a Fund's exposure to market risk, interest rate risk or other
risks by, in effect, increasing assets available for investment.
Liquidity Risk
A security may not be able to be sold at the time desired or without adversely affecting the price.
Loan Risk
Loans in which a Fund may invest are subject generally to the same risks as debt securities in which the Fund may invest.
Loans in which a Fund invests may be made to finance highly leveraged corporate acquisitions. The highly leveraged capital
structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or
market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell
such participations in secondary markets. As a result, a Fund may be unable to sell loans at a time when it may otherwise
be desirable to do so or may be able to sell them only at a price that is less than their fair market value. Market bids may
be unavailable for loans from time to time; a Fund may find it difficult to establish a fair value for loans held by it. If
a Fund only acquires an assignment or a participation in a loan made by a third party, the Fund may not be able to control
the exercise of any remedies that the lender would have under the corporate loan. In addition, a Fund may have to rely on
the assignor(s) or participating institution(s) to demand and receive payments in respect of the loans, and to pay those amounts
on to the Fund; the Fund will be subject to the risk that the assignor(s) may be unwilling or unable to do so. Many loans
in which a Fund invests may be unrated, and the portfolio manager will be required to rely exclusively on its analysis of
the borrower in determining whether to acquire, or to continue to hold, a loan. In addition, under legal theories of lender
liability, a Fund potentially might be held liable as a co-lender.
Management Risk
Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns
expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares to lose value or may cause
the Fund to underperform other funds with similar investment objectives.
Market Risk
The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline
in value or become illiquid due to factors affecting securities markets generally or particular industries represented in
the securities markets, such as labor shortages or increased production costs and competitive conditions within an industry. A
security may decline in value or become illiquid due to general market conditions which are not specifically related to a
particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings,
changes in interest or currency rates, or adverse investor sentiment generally. During a general downturn in the securities
markets, multiple asset classes may decline in value or become illiquid simultaneously. Equity securities generally have greater
price volatility than debt securities.
Mortgage- and Asset-Backed Securities Risk
Mortgage- and asset-backed securities represent interests in "pools" of mortgages or other assets, including consumer loans
or receivables held in trust. In addition, mortgage dollar rolls are transactions in which a Fund sells mortgage-backed securities
to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. Mortgage- and
asset-backed securities, including mortgage dollar roll transactions, are subject to certain additional risks. Rising interest
rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result,
in a period of rising interest rates, these securities may exhibit additional volatility. This is known as extension risk.
In addition, these securities are subject to prepayment risk, which is the risk that when interest rates decline or are low
but are expected to rise, borrowers may pay off their debts sooner than expected. This can reduce the returns of a Fund because
the Fund will have to reinvest such prepaid funds at the lower prevailing interest rates. This is also known as contraction
risk. These securities also are subject to risk of default on the underlying mortgage or assets, particularly during periods
of economic downturn.
Non-Diversification Risk
A Fund that is considered "non-diversified" under the 1940 Act may invest a greater percentage of its assets in the securities
of a single issuer than a Fund that is considered "diversified" (a "diversified" investment company is required by the 1940
Act, generally, with respect to 75% of its total assets, to invest not more than 5% of such assets in the securities of a
single issuer or own more than 10% of an issuer's outstanding voting securities). A non-diversified Fund is therefore more
susceptible to financial, economic or market events impacting an issuer of portfolio securities than a "diversified" fund.
Default by the issuer of a single security in the portfolio may have a greater negative effect than a similar default in a
diversified portfolio.
Regional Risk
The chance that an entire geographical region will be hurt by political, regulatory, market or economic developments or natural
disasters may adversely impact the value of investments concentrated in the region. Additionally, a Fund with a regional focus
may be more disproportionately and adversely impacted by regional developments than a Fund without a regional focus.
Regulatory Risk
Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market
might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk
U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or government sponsored
entities. While U.S. Treasury obligations are backed by the "full faith and credit" of the U.S. Government, securities issued
by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.
The Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department
of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S.
Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed
by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection
or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S.
Government. If a government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet
its obligations, or its creditworthiness declines, the performance of a Fund that holds securities issued or guaranteed by
the entity will be adversely impacted. U.S. Government obligations are subject to relatively low but varying degrees of credit
risk, and are still subject to interest rate and market risk. U.S. Government obligations may be adversely affected by a default
by, or decline in the credit quality of, the U.S. Government.
Portfolio Holdings Information
A description of the Wells Fargo Advantage Funds' policies and procedures with respect to disclosure of the Wells Fargo Advantage Funds' portfolio holdings is available in the Funds' Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for certain Funds. The substance of the information contained in such commentaries will also be posted to the Funds' Web site at wellsfargoadvantagefunds.com.
Organization and Management of the Funds
About Wells Fargo Funds Trust
The Trust was organized as a Delaware statutory trust on March 10, 1999. The Board of Trustees of the Trust ("Board") supervises each Fund's activities, monitors its contractual arrangements with various service providers and decides on matters of general policy.
The Board supervises the Funds and approves the selection of various companies hired to manage the Funds' operations. Except for the Funds' advisers, which generally may be changed only with shareholder approval, other service providers may be changed by the Board without shareholder approval.
The Adviser
Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, serves as adviser for the Funds. Funds Management is a wholly owned subsidiary of Wells Fargo & Company, a publicly traded diversified financial services company that provides banking, insurance, investment, mortgage and consumer financial services. Funds Management is a registered investment adviser that provides investment advisory services for registered mutual funds, closed-end funds and other funds and accounts.
As adviser, Funds Management is responsible for implementing the investment objectives and strategies of the Funds. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more subadvisers to provide day-to-day portfolio management services to the Funds. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of each Fund's sub-adviser and supervise and monitor the activities of the sub-advisers on an ongoing basis. Funds Management retains overall responsibility for the management of the Funds.
Funds Management's investment professionals review and analyze each Fund's performance, including relative to peer funds,
and monitor each Fund's compliance with its investment objective and strategies. Funds Management is responsible for reporting
to the Board on investment performance and other matters affecting the Funds. When appropriate, Funds Management recommends
to the Board enhancements to Fund features, including changes to Fund
investment objectives, strategies and policies. Funds Management also communicates with shareholders and intermediaries about
Fund performance and features.
For providing these investment advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in each Fund's table of Annual Fund Operating Expenses. Funds Management compensates each sub-adviser from the fees Funds Management receives for its services as investment adviser to the Funds. A discussion regarding the basis for the Board's approval of the advisory and sub-advisory agreements for the Funds is available in each Fund's shareholder report for the period ended April 30, 2012.
For a Fund's most recent fiscal year end, the advisory fee paid to Funds Management, net of any applicable waivers and reimbursements, was as follows:
Advisory Fees Paid |
|
|
As a % of average daily net assets |
Emerging Markets Local Bond Fund |
0.00% |
International Bond Fund |
0.48% |
Strategic Income Fund |
0.00% |
The Sub-Advisers and Portfolio Managers
The following sub-advisers and portfolio managers provide day-to-day portfolio management services to the Funds. These services include making purchases and sales of securities and other investment assets for the Funds, selecting broker-dealers, negotiating brokerage commission rates and maintaining portfolio transaction records. Each sub-adviser is compensated for its services by Funds Management from the fees Funds Management receives for its services as investment adviser to the Funds. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Funds.
First International Advisors, LLC ("First International Advisors"), a registered investment adviser located at One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD, serves as a sub-adviser and provides portfolio management services to one or more Funds. First International Advisors provides investment advisory services to banking or thrift institutions, investment companies, pension and profit sharing plans, corporations, and state or municipal government entities.
Wells Capital Management Incorporated ("Wells Capital Management"), a registered investment adviser located at 525 Market Street, San Francisco, CA 94105, serves as a sub-adviser and provides portfolio management services to one or more Funds. Wells Capital Management, an affiliate of Funds Management and indirect wholly owned subsidiary of Wells Fargo & Company, is a multi-boutique asset management firm committed to delivering superior investment services to institutional clients.
Multi-Manager Arrangement
The Funds and Funds Management have received an exemptive order from the SEC that permits Funds Management, subject to the
approval of the Board, to select or replace certain sub-advisers to manage all or a portion of the Funds' assets and enter
into, amend or terminate a sub-advisory agreement with certain sub-advisers without obtaining shareholder approval ("Multi-Manager
Structure"). The Multi-Manager Structure applies to sub-advisers that are not affiliated with Funds Management or the Funds,
except to the extent that affiliation arises solely because such sub-advisers provide sub-advisory services to the Funds (Non-Affiliated
Sub-Advisers"), as well as sub-advisers that are indirect or direct wholly-owned subsidiaries of Funds Management or of another
company that, indirectly or directly, wholly owns Funds Management ("Wholly-Owned Sub-Advisers").
Pursuant to the SEC order, Funds Management, with the approval of the Board, has the discretion to terminate any sub-adviser
and allocate and reallocate each Fund's assets among any other Non-Affiliated Sub-Advisers or Wholly-Owned Sub-Advisers. Funds
Management, subject to oversight and supervision by the Board, has responsibility to oversee any sub-adviser to the Funds
and to recommend, for approval by the Board, the hiring, termination and replacement of sub-advisers for the Funds. In the
event that a new sub-adviser is hired pursuant to the multi-manager structure, the Funds are required to provide notice to
shareholders within 90 days.
Compensation to Dealers and Shareholder Servicing Agents
Additional Payments to Dealers
In addition to dealer reallowances and payments made by each Fund for distribution and shareholder servicing, the Fund's
adviser, the distributor or their affiliates make additional payments ("Additional Payments") to certain selling or shareholder
servicing agents for the Fund, which include broker-dealers and 401(k) service providers and recordkeepers. These Additional
Payments are made in connection with the sale and distribution of shares of the Fund or for services to the Fund and its shareholders.
These Additional Payments, which may be significant, are paid by the Fund's adviser, the distributor or their affiliates,
out of their revenues, which generally come directly or indirectly from fees paid by the entire Fund complex.
In return for these Additional Payments, the Funds' adviser and distributor expect the Funds to receive certain marketing or servicing advantages that are not generally available to mutual funds that do not make such payments. Such advantages are expected to include, without limitation, placement of the Fund on a list of mutual funds offered as investment options to the selling agent's clients (sometimes referred to as "Shelf Space"); access to the selling agent's registered representatives; and/or ability to assist in training and educating the selling agent's registered representatives.
Certain selling or shareholder servicing agents receive these Additional Payments to supplement amounts payable by the Fund under the shareholder servicing plans. In exchange, these agents provide services including, but not limited to, establishing and maintaining accounts and records; answering inquiries regarding purchases, exchanges and redemptions; processing and verifying purchase, redemption and exchange transactions; furnishing account statements and confirmations of transactions; processing and mailing monthly statements, prospectuses, shareholder reports and other SEC-required communications; and providing the types of services that might typically be provided by each Fund's transfer agent (e.g., the maintenance of omnibus or omnibus-like accounts, the use of the National Securities Clearing Corporation for the transmission of transaction information and the transmission of shareholder mailings).
The Additional Payments may create potential conflicts of interest between an investor and a selling agent who is recommending a particular mutual fund over other mutual funds. Before investing, you should consult with your financial consultant and review carefully any disclosure by the selling agent as to what monies they receive from mutual fund advisers and distributors, as well as how your financial consultant is compensated.
The Additional Payments are typically paid in fixed dollar amounts, or based on the number of customer accounts maintained by the selling or shareholder servicing agent, or based on a percentage of sales and/or assets under management, or a combination of the above. The Additional Payments are either up-front or ongoing or both. The Additional Payments differ among selling and shareholder servicing agents. Additional Payments to a selling agent that is compensated based on its customers' assets typically range between 0.05% and 0.30% in a given year of assets invested in the Fund by the selling agent's customers. Additional Payments to a selling agent that is compensated based on a percentage of sales typically range between 0.10% and 0.15% of the gross sales of the Fund attributable to the selling agent. In addition, representatives of the Funds' distributor visit selling agents on a regular basis to educate their registered representatives and to encourage the sale of Fund shares. The costs associated with such visits may be paid for by the Fund's adviser, distributor, or their affiliates, subject to applicable FINRA regulations.
More information on the FINRA member firms that have received the Additional Payments described in this section is available in the Statement of Additional Information, which is on file with the SEC and is also available on the Wells Fargo Advantage Funds website at wellsfargoadvantagefunds.com.
The share price ("net asset value per share" or "NAV") for a Fund is calculated each business day as of the close of trading on the New York Stock Exchange ("NYSE") (generally 4 p.m. ET). To calculate a Fund's NAV, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption of Fund shares is effected is based on the next calculation of NAV after the order is placed. The Fund does not calculate its NAV on days the NYSE is closed for trading, which include New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
With respect to any portion of a Fund's assets that may be invested in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.
With respect to any portion of a Fund's assets invested directly in securities, the Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sale price during the regular trading session if the security trades on an exchange (closing price). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and if no NOCP is available, then at the last reported sales price.
We are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments if we believe that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, we use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable and, if not, what fair market value to assign to the security.
In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that the Fund could obtain for such security if it were to sell the security as of the time of fair value pricing. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price. See the Statement of Additional Information for additional details regarding the pricing of Fund shares.
Institutional Class shares are generally available through financial intermediaries for the accounts of their customers and directly to institutional investors and individuals. Institutional investors may include corporations; private banks; trust companies; endowments and foundations; defined contribution, defined benefit and other employer sponsored retirement plans; institutional retirement plan platforms; insurance companies; registered investment advisor firms; bank trusts; 529 college savings plans; family offices; and fund of funds including those managed by Funds Management.
Specific eligibility requirements that apply to these entities include:
Employee benefit plan programs;
Broker-dealer managed account or wrap programs that charge an asset-based fee;
Registered investment adviser mutual fund wrap programs or other accounts that are charged a fee for advisory, investment, consulting or similar services;
Private bank and trust company managed accounts or wrap programs that charge an asset-based fee;
Internal Revenue Code Section 529 college savings plan accounts;
Fund of Funds including those advised by Funds Management;
Investment Management and Trust Departments of Wells Fargo purchasing shares on behalf of their clients;
Endowments, non-profits, and charitable organizations who invest a minimum initial amount of $1 million in a Fund;
Any other institutions or customers of financial intermediaries who invest a minimum initial amount of $5 million in a Fund;
Individual investors who invest a minimum initial amount of $5 million directly with a Fund; and
Certain investors and related accounts as detailed in the Funds' Statement of Additional Information.
Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.
Institutions Purchasing
|
Opening an Account |
Adding to an Account |
By Telephone or Online |
A new account may not be opened by telephone or online unless the institution has another Wells Fargo Advantage Fund account. If the institution does not currently have an account, contact your investment representative. |
To buy additional shares or to buy
Call Investor Services at
Call 1-800-368-7550 for the
Visit our Web site at
|
By Wire |
Complete and sign the Institutional Class
Bank ABA/routing number: 011000028 Bank account number: 9905-437-1 For credit to: Wells Fargo Advantage Funds For further credit to: [Your name (as registered on your fund account) and your fund and account number] |
To buy additional shares, instruct
|
Through Your Investment Representative |
Contact your investment representative. |
Contact your investment representative. |
General Notes for Buying Shares
Proper Form. If the transfer agent receives your new account application or purchase request in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your new account application or purchase request is received in proper form after the close of trading on the NYSE, your transaction will be priced at the next business day's NAV. If your new account application or purchase request is not in proper form, additional documentation may be required to process your transaction.
Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.
U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.
Right to Refuse an Order. We reserve the right to refuse or cancel a purchase or exchange order for any reason, including if we believe that doing so would be in the best interests of a Fund and its shareholders.
Other Share Classes. You may be eligible to invest in one or more classes of shares offered by a Fund. Each of the Fund's share classes bears varying expenses and may differ in other features. Consult your financial intermediary for more information regarding the Fund's available share classes.
Special Considerations When Investing Through Financial Intermediaries:
If a financial intermediary purchases Institutional Class shares on your behalf, you should understand the following:
Minimum Investments and Other Terms of Your Account . Share purchases are made through a customer account at your financial intermediary following that firm's terms. Financial intermediaries may require different minimum investment amounts. Please consult an account representative from your financial intermediary for specifics.
Records are Held in Financial Intermediary's Name . Financial intermediaries are usually the holders of record for Institutional Class shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.
Purchase/Redemption Orders . Financial intermediaries are responsible for transmitting their customers' purchase and redemption orders to a Fund and for delivering required payment on a timely basis.
Shareholder Communications . Financial intermediaries are responsible for delivering shareholder communications and voting information from a Fund, and for transmitting shareholder voting instructions to a Fund.
The information provided in this Prospectus is not intended for distribution to, or use by, any person or entity in any non-U.S. jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country.
The Funds are distributed by Wells Fargo Funds Distributor, LLC, a member of FINRA/SIPC, and an affiliate of Wells Fargo & Company. Securities Investor Protection Corporation ("SIPC") information and brochure are available at SIPC.org or by calling SIPC at (202) 371-8300.
How to Sell Shares
Institutional Class shares must be redeemed according to the terms of your customer account with your financial intermediary. You should contact your investment representative when you wish to sell Fund shares.
Institutions Selling Shares Directly |
To Sell Some or All of Your Shares |
By Telephone / Electronic Funds Transfer (EFT) |
To speak with an investor services representative call 1-800-222-8222 or use the automated phone system at 1-800-368-7550.
Redemptions processed by EFT to a linked Wells Fargo Bank account occur same day for Wells Fargo Advantage money market funds,
and next day for all other
Wells Fargo Advantage Funds
.
Transfers made to a Wells Fargo Bank account are made available sooner than transfers to an unaffiliated institution.
Redemptions to any other linked bank account may post in two business days, please check with your financial institution for
funds posting and availability.
|
By Wire |
To arrange for a Federal Funds wire, call 1-800-222-8222.
Be prepared to provide information on the commercial bank that is a member of the Federal Reserve wire system.
Redemption proceeds are usually wired to the financial intermediary the following business day.
|
Online |
Visit our Web site at wellsfargoadvantagefunds.com. |
Through Your Investment Representative |
Contact your investment representative. |
General Notes for Selling Shares
Proper Form. If the transfer agent receives your request to sell shares in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your request to sell shares is received in proper form after the close of trading on the NYSE, it will be priced at the next business day's NAV. If your request is not in proper form, additional documentation may be required to sell your shares.
Earning Distributions. Your shares are eligible to earn distributions through the date of redemption. If you redeem shares on a Friday or prior to a holiday, your shares will continue to be eligible to earn distributions until the next business day.
Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.
Redemption in Kind. Although generally we pay redemption requests in cash, we reserve the right to determine in our sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the Investment Company Act of 1940, and the rules thereunder. The redeeming shareholders should expect to incur transaction costs upon the disposition of the securities received.
Retirement Plans and Other Products. If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supersede the directions in this Prospectus.
How to Exchange Shares
Exchanges between Wells Fargo Advantage Funds involve two transactions: (1) a sale of shares of one Fund; and (2) the purchase of shares of another. In general, the same rules and procedures that apply to sales and purchases apply to exchanges. There are, however, additional factors you should keep in mind while making or considering an exchange:
In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e., a Fund not closed to new accounts), with the following exception: Class A shares of non-money market funds may also be exchanged for Service Class shares of any money market fund.
Same-fund exchanges between share classes are permitted subject to the following conditions: (1) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; (2) for exchanges into Class A shares, the shareholder must meet all qualifications to purchase Class A shares at net asset value based on current prospectus guidelines; and (3) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange.
An exchange request will be processed on the same business day, provided that both Funds are open at the time the request is received. If one or both Funds are closed, the exchange will be processed on the following business day.
You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.
Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.
If you are making an initial investment into a Fund through an exchange, you must exchange at least the minimum initial purchase amount for the new Fund, unless your balance has fallen below that amount due to investment performance.
Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.
Class B and Class C share exchanges will not trigger the CDSC. The new shares will continue to age according to their original schedule and will be charged the CDSC applicable to the original shares upon redemption.
Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.
Frequent Purchases and Redemptions of Fund Shares
Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.
Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can negatively impact a Fund's long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.
Wells Fargo Advantage Funds , other than the Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund and Ultra Short-Term Municipal Income Fund ("Ultra-Short Funds") and the money market funds, (the "Covered Funds"). The Covered Funds are not designed to serve as vehicles for frequent trading. The Covered Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Covered Fund shareholders. The Board has approved the Covered Funds' policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Covered Fund by increasing expenses or lowering returns. In this regard, the Covered Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Covered Fund shareholders. Funds Management monitors available shareholder trading information across all Covered Funds on a daily basis. If a shareholder redeems more than $5,000 (including redemptions that are part of an exchange transaction) from a Covered Fund, that shareholder is "blocked" from purchasing shares of that Covered Fund (including purchases that are part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to:
Money market funds;
Ultra-Short Funds;
Dividend reinvestments;
Systematic investments or exchanges where the financial intermediary maintaining the shareholder account identifies the transaction as a systematic redemption or purchase at the time of the transaction;
Rebalancing transactions within certain asset allocation or "wrap" programs where the financial intermediary maintaining a shareholder account is able to identify the transaction as part of an asset allocation program approved by Funds Management;
Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;
Permitted exchanges between share classes of the same Fund;
Certain transactions involving participants in employer-sponsored retirement plans, including: participant withdrawals due to mandatory distributions, rollovers and hardships, withdrawals of shares acquired by participants through payroll deductions, and shares acquired or sold by a participant in connection with plan loans; and
Purchases below $5,000 (including purchases that are part of an exchange transaction).
The money market funds and the Ultra-Short Funds. Because the money market funds and Ultra-Short Funds are often used for short-term investments, they are designed to accommodate more frequent purchases and redemptions than the Covered Funds. As a result, the money market funds and Ultra-Short Funds do not anticipate that frequent purchases and redemptions, under normal circumstances, will have significant adverse consequences to the money market funds or Ultra-Short Funds or their shareholders. Although the money market funds and Ultra-Short Funds do not prohibit frequent trading, Funds Management will seek to prevent an investor from utilizing the money market funds and Ultra-Short Funds to facilitate frequent purchases and redemptions of shares in the Covered Funds in contravention of the policies and procedures adopted by the Covered Funds.
All Wells Fargo Advantage Funds . In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations.
In the event that an asset allocation or "wrap" program is unable to implement the policy outlined above, Funds Management may grant a program-level exception to this policy. A financial intermediary relying on the exception is required to provide Funds Management with specific information regarding its program and ongoing information about its program upon request.
A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading rather than the policies set forth above in instances where Funds Management reasonably believes that the intermediary's policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.
Account Policies
Advance Notice of Large Transactions
We strongly urge you to begin all purchases and redemptions as early in the day as possible and to notify us at least one
day in advance of transactions in excess of $5,000,000. This will allow us to manage your Fund most effectively. When you
give us this advance notice, you must provide us with your name and account number.
Householding
To help keep Fund expenses low, a single copy of a prospectus or shareholder report may be sent to shareholders of the same
household. If your household currently receives a single copy of a prospectus or shareholder report and you would prefer to
receive multiple copies, please contact your financial intermediary.
Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222
for information on:
Individual Retirement Plans, including Traditional IRAs and Roth IRAs.
Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.
There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information, call the number listed above. For retirement accounts held directly with the Fund, certain fees may apply, including an annual account maintenance fee.
Small Account Redemptions
We reserve the right to redeem certain accounts that fall below the minimum initial investment amount as the result of shareholder
redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account
above the minimum investment amount. Please call Investor Services at 1-800-222-8222 or contact your selling agent for further
details.
Statements and Confirmations
Statements summarizing activity in your account are mailed quarterly. Confirmations are mailed following each purchase, sale,
exchange, or transfer of Fund shares, except generally for Automatic Investment Plan transactions, Systematic Withdrawal Plan
transactions using Electronic Funds Transfer, and purchases of new shares through the automatic reinvestment of distributions.
Upon your request and for the applicable fee, you may obtain a reprint of an account statement. Please call Investor Services
at 1-800-222-8222 for more information.
Electronic Delivery of Fund Documents
You may elect to receive your Fund's prospectuses, shareholder reports and other Fund documents electronically in lieu of
paper form by enrolling on the Fund's Web site at wellsfargo.com/advantagedelivery. If you make this election, you will be
notified by e-mail when the most recent Fund documents are available for electronic viewing and downloading.
To receive Fund documents electronically, you must have an e-mail account and an internet browser that meets the requirements described in the Privacy & Security section of the Fund's Web site at wellsfargoadvantagefunds.com. You may change your electronic delivery preferences or revoke your election to receive Fund documents electronically at any time by visiting wellsfargo.com/advantagedelivery.
Statement Inquiries
Contact us in writing regarding any errors or discrepancies noted on your account statement within 60 days after the date
of the statement confirming a transaction. We may deny your ability to refute a transaction if we do not hear from you within
those 60 days.
Transaction Authorizations
Telephone, electronic, and clearing agency privileges allow us to accept transaction instructions by anyone representing
themselves as the shareholder and who provides reasonable confirmation of their identity. Neither we nor
Wells Fargo Advantage Funds
will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions
through the automated phone system and our Web site, we will assign personal identification numbers (PINs) and/or passwords
to help protect your account information. To safeguard your account, please keep your PINs and passwords confidential. Contact
us immediately if you believe there is a discrepancy on your confirmation statement or if you believe someone has obtained
unauthorized access to your account, PIN or password.
USA PATRIOT Act
In compliance with the USA PATRIOT Act, all financial institutions (including mutual funds) at the time an account is opened,
are required to obtain, verify and record the following information for all registered owners or others who may be authorized
to act on the account: full name, date of birth, taxpayer identification number (usually your Social Security Number), and
permanent street address. Corporate, trust and other entity accounts require additional documentation. This information will
be used to verify your identity. We will return your application if any of this information is missing, and we may request
additional information from you for verification purposes. In the rare event that we are unable to verify your identity, we
reserve the right to redeem your account at the current day's NAV. You will be responsible for any losses, taxes, expenses,
fees, or other results of such a redemption.
Distributions
The Emerging Markets Local Bond Fund and the Strategic Income Fund generally distribute net investment income, if any, monthly and the International Bond Fund generally distributes net investment income, if any, quarterly. The amount distributed in any given period may be less than the amount earned in that period or more than the amount earned in that period if it includes amounts earned in a previous period but retained for later distribution. The Funds generally distribute net capital gains, if any, at least annually.
Taxes
The following discussion regarding federal income taxes is based on laws that were in effect as of the date of this Prospectus and summarizes only some of the important federal income tax considerations affecting a Fund and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Fund shares through a tax-advantaged account, such as a 401(k) Plan or IRA. This discussion is not intended as a substitute for careful tax planning. You should consult your tax adviser about your specific tax situation. Please see the Statement of Additional Information for additional federal income tax information.
We will pass on to a Fund's shareholders substantially all of the Fund's net investment income and realized net capital gains, if any. Distributions from a Fund's ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from a Fund's net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Corporate shareholders may be able to deduct a portion of their distributions when determining their taxable income.
The American Taxpayer Relief Act of 2012 extended certain tax rates except those that applied to individual taxpayers with taxable incomes above $400,000 ($450,000 for married taxpayers, $425,000 for heads of households). Taxpayers that are not in the new highest tax bracket continue to be subject to a maximum 15% rate of tax on long-term capital gains and qualified dividends. For taxpayers in the new highest tax bracket, the maximum tax rate on long-term capital gains and qualified dividends will be 20%. Beginning in 2013, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly), a new 3.8% Medicare contribution tax will apply on "net investment income," including interest, dividends, and capital gains.
Distributions from a Fund normally will be taxable to you when paid, whether you take distributions in cash or automatically reinvest them in additional Fund shares. Following the end of each year, we will notify you of the federal income tax status of your distributions for the year.
If you buy shares of a Fund shortly before it makes a taxable distribution, your distribution will, in effect, be a taxable return of part of your investment. Similarly, if you buy shares of a Fund when it holds appreciated securities, you will receive a taxable return of part of your investment if and when the Fund sells the appreciated securities and distributes the gain. The Fund has built up, or has the potential to build up, high levels of unrealized appreciation.
Your redemptions (including redemptions in-kind) and exchanges of Fund shares ordinarily will result in a taxable capital gain or loss, depending on the amount you receive for your shares (or are deemed to receive in the case of exchanges) and the amount you paid (or are deemed to have paid) for them. Such capital gain or loss generally will be long-term capital gain or loss if you have held your redeemed or exchanged Fund shares for more than one year at the time of redemption or exchange. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.
In certain circumstances, Fund shareholders may be subject to backup withholding taxes.
Additional Performance Information
This section contains additional information regarding the performance of the Funds. The sub-section below titled "Index Descriptions" defines the market indices that are referenced in the Fund Summaries. The sub-section below titled "Share Class Performance" provides history for specified share classes of certain Funds.
Index Descriptions
The "Average Annual Total Returns" table in each Fund's Fund Summary compares the Fund's returns with those of one or more
indices. Below are descriptions of each such index. You cannot invest directly in an index.
1. | Copyright 2011. BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated. All rights reserved. |
Share Class Performance
The following provides additional information about the performance history of the Funds contained in this prospectus, including
the inception date of the relevant share class, information regarding predecessor funds, if any, and whether performance information
presented is based on the history of an older share class.
International Bond Fund - Historical performance shown for Institutional Class prior to July 12, 2010 is based on the performance of the fund's predecessor, Evergreen International Bond Fund.
A Fund's past performance is no guarantee of future results. A Fund's investment results will fluctuate over time, and any representation of the Fund's returns for any past period should not be considered as a representation of what a Fund's returns may be in any future period. The Fund's annual and semi-annual reports contain additional performance information and are available upon request, without charge, by calling the telephone number listed on the back cover page of this Prospectus.
The following tables are intended to help you understand a Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Funds' financial statements, which have been audited by KPMG LLP, the Funds' independent registered public accounting firm, whose report, along with each Fund's financial statements, is also included in each Fund's annual report, a copy of which is available upon request.
Emerging Markets Local Bond Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
||||
Institutional Class |
2013 |
2012 1 |
||||
Net asset value, beginning of period |
$ |
10.85 |
$ |
10.00 |
||
Net investment income |
|
0.48 |
|
0.13 |
||
Net realized and unrealized gains (losses) on investments |
|
(0.76) |
|
0.85 |
||
Total from investment operations |
|
(0.28) |
|
0.98 |
||
Distributions to shareholders from |
|
|
|
|
||
Net investment income |
|
(0.69) |
|
(0.13) |
||
Net realized gains |
|
(0.20) |
|
0.00 |
||
Total distributions to shareholders |
|
(0.89) |
|
(0.13) |
||
Net asset value, end of period |
$ |
9.68 |
$ |
10.85 |
||
Total return 2 |
|
(2.97)% |
|
9.82% |
||
Ratios to average net assets (annualized) |
|
|
|
|
||
Gross expenses |
|
1.52% |
|
1.94% |
||
Net expenses |
|
0.90% |
|
0.90% |
||
Net investment income |
|
4.68% |
|
2.97% |
||
Supplemental data |
|
|
|
|
||
Portfolio turnover rate |
|
85% |
|
120% |
||
Net assets, end of period (000s omitted) |
$ |
12,790 |
$ |
13,177 |
1 |
For the period from May 31, 2012 (commencement of class operations) to October 31, 2012 |
2 |
Returns for periods of less than one year are not annualized. |
International Bond Fund
For a share outstanding throughout each period.
|
|
Year ended October 31 |
|||||||||||||
Institutional Class |
2013 |
2012 |
2011 |
2010 1 |
2009 1 |
||||||||||
Net asset value, beginning of period |
$ |
11.82 |
$ |
11.84 |
$ |
12.23 |
$ |
11.59 |
$ |
10.35 |
|||||
Net investment income |
|
0.37 |
|
0.36 |
|
0.44 |
|
0.44 |
|
0.43 |
|||||
Net realized and unrealized gains (losses) on investments |
|
(0.70) |
|
0.09 |
|
(0.20) |
|
0.65 |
|
2.18 |
|||||
Total from investment operations |
|
(0.33) |
|
0.45 |
|
0.24 |
|
1.09 |
|
2.61 |
|||||
Distributions to shareholders from |
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
(0.02) |
|
(0.33) |
|
(0.55) |
|
(0.45) |
|
(1.37) |
|||||
Net realized gains |
|
(0.12) |
|
(0.14) |
|
(0.08) |
|
0.00 |
|
0.00 |
|||||
Total distributions to shareholders |
|
(0.14) |
|
(0.47) |
|
(0.63) |
|
(0.45) |
|
(1.37) |
|||||
Net asset value, end of period |
$ |
11.35 |
$ |
11.82 |
$ |
11.84 |
$ |
12.23 |
$ |
11.59 |
|||||
Total return |
|
(2.78)% |
|
3.99% |
|
2.19% |
|
9.73% |
|
26.71% |
|||||
Ratios to average net assets (annualized) |
|
|
|
|
|
|
|
|
|
|
|||||
Gross expenses |
|
0.72% |
|
0.71% |
|
0.69% |
|
0.82% |
|
0.79% |
|||||
Net expenses |
|
0.70% |
|
0.71% |
|
0.69% |
|
0.80% |
|
0.79% |
|||||
Net investment income |
|
3.26% |
|
3.19% |
|
3.60% |
|
3.79% |
|
3.86% |
|||||
Supplemental data |
|
|
|
|
|
|
|
|
|
|
|||||
Portfolio turnover rate |
|
129% |
|
79% |
|
88% |
|
89% |
|
118% |
|||||
Net assets, end of period (000s omitted) |
$ |
1,115,163 |
$ |
1,270,164 |
$ |
1,228,793 |
$ |
1,276,184 |
$ |
997,308 |
1 |
After the close of business on July 9, 2010, the Fund acquired the net assets of Evergreen International Bond Fund which became the accounting and performance survivor in the transaction. The information for the periods prior to July 12, 2010 is that of Class I of Evergreen International Bond Fund. |
For a share outstanding throughout each period.
|
|
Year ended October 31 |
|
Institutional Class |
2013 1 |
||
Net asset value, beginning of period |
$ |
10.00 |
|
Net investment income |
|
0.29 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.36) |
|
Total from investment operations |
|
(0.07) |
|
Distributions to shareholders from |
|
|
|
Net investment income |
|
(0.27) |
|
Net asset value, end of period |
$ |
9.66 |
|
Total return 2 |
|
(0.66)% |
|
Ratios to average net assets (annualized) |
|
|
|
Gross expenses |
|
1.52% |
|
Net expenses |
|
0.60% |
|
Net investment income |
|
4.05% |
|
Supplemental data |
|
|
|
Portfolio turnover rate |
|
39% |
|
Net assets, end of period (000s omitted) |
$ |
23,338 |
1 |
For the period from January 31, 2013 (commencement of class operations) to October 31, 2013 |
2 |
Returns for periods of less than one year are not annualized. |
© 2014 Wells Fargo Funds Management, LLC. All rights reserved |
034IFIT/P1004D (03/14)
ICA Reg. No. 811-09253 |
Wells Fargo Advantage Funds
March 1, 2014
Income Funds
Prospectus
Class R6*
|
International Bond Fund |
ESIRX |
*Class R6 shares are only available to participants in certain retirement plans.
As with all mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved these securities or
passed upon the accuracy or adequacy of this Prospectus. Anyone who tells you otherwise is committing a crime.
Fund shares are NOT deposits or other obligations of, or guaranteed by, Wells Fargo Bank, N.A., its affiliates or any other depository institution. Fund shares are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation or any other government agency and may lose value.
Table of Contents
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2 |
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6 |
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7 |
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9 |
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12 |
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13 |
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13 |
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13 |
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14 |
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15 |
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16 |
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17 |
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22 |
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24 |
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26 |
International Bond Fund Summary
The Fund seeks total return, consisting of income and capital appreciation.
Fees and Expenses
These tables are intended to help you understand the various costs and expenses you will pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment) |
|
|
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
Maximum deferred sales charge (load) (as a percentage of offering price) |
None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|
|
|
Management Fees |
0.52% |
Distribution (12b-1) Fees |
0.00% |
Other Expenses |
0.15% |
Total Annual Fund Operating Expenses |
0.67% |
Fee Waivers |
0.02% |
Total Annual Fund Operating Expenses After Fee Waiver 1 |
0.65% |
1. | The Adviser has committed through February 28, 2015 to waive fees and/or reimburse expenses to the extent necessary to cap the Fund's Total Annual Fund Operating Expenses After Fee Waiver at the amounts shown above. Brokerage commissions, stamp duty fees, interest, taxes, acquired fund fees and expenses and extraordinary expenses are excluded from the cap. After this time, the cap may be increased or the commitment to maintain the cap may be terminated only with the approval of the Board of Trustees. |
Example of Expenses
The example below is intended to help you compare the costs of investing in the Fund with the costs of investing in other mutual funds. The example assumes a $10,000 initial investment, 5% annual total return, and that operating expenses remain the same as in the tables above. The example also assumes that the Total Annual Fund Operating Expenses After Fee Waiver shown above will only be in place for the length of the current waiver commitment. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
1 Year |
$66 |
3 Years |
$212 |
5 Years |
$371 |
10 Years |
$833 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 129% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
An investment in the Fund may lose money, is not a deposit of Wells Fargo Bank, N.A. or its affiliates, is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, and is primarily subject to the risks briefly summarized below.
Counter-Party Risk. A Fund may incur a loss if the other party to an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, fails to fulfill its contractual obligation to the Fund.
Debt Securities Risk. The issuer of a debt security may fail to pay interest or principal when due, and the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes in market interest rates may reduce the value of debt securities or reduce the Fund's returns.
Derivatives Risk. The use of derivatives such as futures, options and swap agreements, can lead to losses, including those magnified by leverage, particularly when derivatives are used to enhance return rather than offset risk.
Emerging Markets Risk. Foreign investment risks are typically greater for securities in emerging markets, which can be more vulnerable to recessions, currency volatility, inflation and market failure.
Foreign Currency Transactions Risk . Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by changes in exchange rates. Use of hedging techniques cannot protect against exchange rate risk perfectly. If the Fund's adviser is incorrect in its judgment of future exchange rate relationships, the Fund could be in a less advantageous position than if such a hedge had not been established.
Foreign Investment Risk. Foreign investments face the potential of heightened illiquidity, greater price volatility and adverse effects of political, regulatory, tax, currency, economic or other macroeconomic developments.
High Yield Securities Risk. High yield securities, i.e. "junk bonds," are debt securities that are rated below investment-grade, are unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered speculative by major credit rating agencies, have a much greater risk of default or of not returning principal and tend to be more volatile and less liquid than higher-rated securities of similar maturity.
Issuer Risk. The value of a security may decline because of adverse events or circumstances that directly relate to conditions at the issuer or any entity providing it credit or liquidity support.
Leverage Risk. Leverage created by borrowing or certain investments, such as derivatives and reverse repurchase agreements, can diminish the Fund's performance and increase the volatility of the Fund's net asset value.
Liquidity Risk. A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk. Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares, to lose value or may cause the Fund to underperform other funds with similar investment objectives.
Market Risk. The market price of securities owned by the Fund may rapidly or unpredictably decline due to factors affecting securities markets generally or particular industries.
Regional Risk . The Fund's investments may be concentrated in a specific geographical region and thus, may be more adversely affected by events in that region than investments of a fund that does not have such a regional focus.
Regulatory Risk. Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk. U.S. Government obligations may be adversely affected by changes in interest rates, a default by, or decline in the credit quality of, the U.S. Government, and may not be backed by the full faith and credit of the U.S. Government.
The following information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year. The Fund's average annual total returns are compared to the performance of one or more indices. Past performance is no guarantee of future results. Current month-end performance is available on the Fund's Web site at wellsfargoadvantagefunds.com.
Calendar Year Total Returns as of 12/31 each year
Class R6
Highest Quarter: 3rd Quarter 2010
+11.56%
Lowest Quarter: 3rd Quarter 2008
-5.28%
Purchase and Sale of Fund Shares
Class R6 shares generally are available only to certain retirement plans, including: 401(k) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans, target benefit plans and non-qualified deferred compensation plans. Class R6 shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the Fund. Class R6 shares generally are not available to retail accounts.
Institutions Purchasing Fund Shares |
Minimum Initial Investment
|
Tax Information
By investing in a Fund through a tax-deferred retirement account, you will not be subject to tax on dividends and capital gains distributions from the Fund or the sale of Fund shares if those amounts remain in the tax-deferred account. Distributions taken from retirement plan accounts generally are taxable as ordinary income. For special rules concerning tax-deferred retirement accounts, including applications, restrictions, tax advantages, and potential sales charge waivers, contact your investment professional. To determine if a retirement plan may be appropriate for you and to obtain further information, consult your tax adviser.
Key Fund Information
This Prospectus contains information about one or more Funds within the Wells Fargo Advantage Funds ® family and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.
In this Prospectus, "we" generally refers to Wells Fargo Funds Management, LLC ("Funds Management"), the relevant sub-adviser(s), if applicable, or the portfolio manager(s). "We" may also refer to a Fund's other service providers. "You" refers to the shareholder or potential investor.
Investment Objective and Principal Investment Strategies
The investment objective of the Fund in this Prospectus is non-fundamental; that is, it can be changed by a vote of the Board of Trustees alone. The objective and strategies description for the Fund tells you:
what the Fund is trying to achieve; and
how we intend to invest your money.
This section also provides a summary of the Fund's principal investments and practices. Unless otherwise indicated, these investment policies and practices apply on an ongoing basis. Percentages of "the Fund's net assets" are measured as percentages of net assets plus borrowings for investment purposes. The investment policies of the Fund concerning "80% of the Fund's net assets" may be changed by the Board of Trustees without shareholder approval, but shareholders would be given at least 60 days' notice.
This section lists the principal risk factors for the Fund. A complete description of these and other risks is found in the "Description of Principal Investment Risks" section. It is possible to lose money by investing in the Fund.
Adviser |
Wells Fargo Funds Management, LLC |
|
Sub-Adviser |
First International Advisors, LLC |
|
Portfolio Managers |
Michael Lee
|
|
Fund Inception |
12/15/1993 |
|
Class R6 |
Ticker: ESIRX |
Fund Number: 4651 |
The Fund seeks total return, consisting of income and capital appreciation.
The Fund's Board of Trustees can change this investment objective without a shareholder vote.
Principal Investment Strategies
Under normal circumstances, we invest:
at least 80% of the Fund's net assets in foreign debt securities, including obligations of governments, corporate entities or supranational agencies, denominated in various currencies;
in at least three countries or supranational agencies;
up to 35% of the Fund's total assets in debt securities that are below investment grade; and
up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade.
We invest principally in foreign debt securities denominated in various currencies, including obligations of governments, corporate entities or supranational agencies. We will invest in at least three countries or supranational agencies. We may also invest in investment-grade and below investment-grade debt securities (often called "high yield" securities or "junk bonds") of both U.S. and foreign issuers, including issuers from emerging markets. As part of our below investment-grade debt securities investment strategy, we will generally invest in securities that are rated at least B- by Standard & Poor's or B3 by Moody's, or an equivalent quality rating from another Nationally Recognized Statistical Ratings Organization, or are deemed by us to be of comparable quality. Under normal circumstances, we invest up to 5% of the Fund's total assets in debt obligations or similar securities denominated in the local currencies of countries that have a sovereign debt rating below investment-grade. Currency is managed as a separate asset class and we may enter into foreign currency exchange contracts to gain exposure, for hedging purposes or to manage risk. We may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies. The Fund may enter into foreign currency exchange contracts to gain or hedge currency exposure or control risk.
While we may purchase securities of any maturity or duration, under normal circumstances, we expect the Fund's dollar-weighted average effective maturity to be between 5 and 14 years, and dollar-weighted average effective duration to be between 3 1/2 and 10 years. "Dollar-Weighted Average Effective Maturity" is a measure of the average time until the final payment of principal and interest is due on fixed income securities in the Fund's portfolio. "Dollar-Weighted Average Effective Duration" is an aggregate measure of the sensitivity of a fund's fixed income portfolio securities to changes in interest rates. As a general matter, the price of a fixed income security with a longer effective duration will fluctuate more in response to changes in interest rates than the price of a fixed income security with a shorter effective duration.
We use proprietary models and systems to assess and highlight areas of relative value around the world. Model-driven forecasts are created using fundamental economic inputs to generate economic forecasts on the global bond markets. With these forecasts, an optimization process accounts for multiple iteration scenarios to create, what we believe to be, an optimal portfolio strategy. The output of the model process is intended to provide relative valuations for determining an over, or underweight of country-specific bond markets. Similarly, currencies are valued for their potential returns or to hedge currency exposure. These macro 'top-down' quantitative models are used in conjunction with our investment experience and allied to a 'bottom-up' security selection process.
Sell decisions are valuation-driven based on our models and our fundamental analysis. We may also sell a security due to changes in portfolio strategy or cash flow needs.
We may actively trade portfolio securities, which may lead to higher transaction costs that may affect the Fund's performance. In addition, active trading of portfolio securities may lead to higher taxes if your shares are held in a taxable account.
The Fund may hold some of its assets in cash or in money market instruments, including U.S. Government obligations, shares of other mutual funds and repurchase agreements, or make other short-term investments for purposes of maintaining liquidity or for short-term defensive purposes when we believe it is in the best interests of the shareholders to do so. During these periods, the Fund may not achieve its objective.
The Fund is primarily subject to the risks mentioned below.
Counter-Party Risk
Debt Securities Risk
Derivatives Risk
Emerging Markets Risk
Foreign Currency Transactions Risk
Foreign Investment Risk
High Yield Securities Risk
Issuer Risk
|
Leverage Risk
Liquidity Risk
Management Risk
Market Risk
Regional Risk
Regulatory Risk
U.S. Government Obligations Risk
|
These and other risks could cause you to lose money in your investment in the Fund and could adversely affect the Fund's net asset value, yield and total return. These risks are described in the "Description of Principal Investment Risks" section.
Description of Principal Investment Risks
Understanding the risks involved in mutual fund investing will help you make an informed decision that takes into account your risk tolerance and preferences. The factors that are most likely to have a material effect on a particular Fund as a whole are called "principal risks." The principal risks for the Fund have been previously identified and are described below. Additional information about the principal risks is included in the Statement of Additional Information.
Counter-Party Risk
When a Fund enters into an investment contract, such as a derivative or a repurchase or reverse repurchase agreement, the
Fund is exposed to the risk that the other party will not fulfill its contractual obligations. For example, in a repurchase
agreement, there exists the risk that where the Fund buys a security from a seller that agrees to repurchase the security
at an agreed upon price and time, the seller will not repurchase the security. Similarly, the Fund is exposed to counter-party
risk if it engages in a reverse repurchase agreement where a broker-dealer agrees to buy securities and the Fund agrees to
repurchase them at a later date.
Debt Securities Risk
Debt securities, such as notes and bonds, are subject to credit risk and interest rate risk. Credit risk is the possibility
that an issuer or credit support provider of an instrument will be unable to make interest payments or repay principal when
due, and that the value of a debt security may decline if an issuer defaults or if its credit quality deteriorates. Changes
in the financial strength of an issuer or credit support provider or changes in the credit rating of a security may affect
its value. Interest rate risk is the risk that market interest rates may increase, which tends to reduce the resale value
of certain debt securities, including U.S. Government obligations. Debt securities with longer durations are generally more
sensitive to interest rate changes than those with shorter durations. Interest rates have remained at historical lows for
an extended period of time. If interest rates rise quickly, it may have a pronounced negative effect on the value of certain
debt securities. Changes in market interest rates do not affect the rate payable on an existing debt security, unless the
instrument has adjustable or variable rate features, which can reduce its exposure to interest rate risk. Changes in market
interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, thereby
affecting their value and returns. Debt securities may also have, or become subject to, liquidity constraints.
Derivatives Risk
The term "derivatives" covers a broad range of investments, including futures, options and swap agreements. In general, a
derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security
or a specified index, asset or rate. The use of derivatives presents risks different from, and possibly greater than, the
risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse
movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the
derivatives. These risks are heightened when the portfolio manager uses derivatives to enhance a Fund's return or as a substitute
for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The
success of management's derivatives strategies will also be affected by its ability to assess and predict the impact of market
or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing
the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close
out when a Fund's portfolio manager may believe it would be appropriate to do so. Certain derivative positions (e.g., over-the-counter
swaps) are subject to counterparty risk.
The U.S. government recently enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting and registration requirements. Because the legislation leaves much to rule making, its ultimate impact remains unclear. New regulations could, among other things, restrict a Fund's ability to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategy as a result. It is unclear how the regulatory changes will affect counterparty risk.
Emerging Markets Risk
Emerging markets securities typically present even greater exposure to the risks described under "Foreign Investment Risk"
and may be particularly sensitive to certain economic changes. For example, emerging market countries are typically more dependent
on exports and are therefore more vulnerable to recessions in other countries. Emerging markets may be under-capitalized and
have less developed legal and financial systems than markets in the developed world. Additionally, emerging markets may have
volatile currencies and may be more sensitive than more mature markets to a variety of economic factors. Emerging market securities
also may be less liquid than securities of more developed countries and could be difficult to sell, particularly during a
market downturn.
Foreign Currency Transactions Risk
Foreign securities are often denominated in foreign currencies. As a result, the value of a Fund's shares is affected by
changes in exchange rates. To manage this risk, a Fund may enter into foreign currency futures contracts and foreign currency
exchange contracts to hedge against a decline in the U.S. dollar value of a security it already owns or against an increase
in the value of an asset it expects to purchase. Use of hedging techniques cannot protect against exchange rate risk perfectly.
If a Fund's adviser is incorrect in its judgment of future exchange rate relationships, a Fund could be in a less advantageous
position than if such a hedge had not been established. Losses on foreign currency transactions used for hedging purposes
may be reduced by gains on the assets that are the subject of a hedge. A Fund may also purchase a foreign currency on a spot
or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other
currencies in which a Fund's holdings are denominated. Losses on such transactions may not be reduced by gains from other
Fund assets. A Fund's gains from its positions in foreign currencies may accelerate and/or recharacterize the Fund's income
or gains and its distributions to shareholders. The Fund's losses from such positions may also recharacterize the Fund's income
and its distributions to shareholders and may cause a return of capital to Fund shareholders.
Foreign Investment Risk
Foreign investments, including American Depositary Receipts ("ADRs") and similar investments, are subject to more risks than
U.S. domestic investments. These additional risks may potentially include lower liquidity, greater price volatility and risks
related to adverse political, regulatory, market or economic developments. Foreign companies also may be subject to significantly
higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the
earnings potential of such foreign companies. In addition, amounts realized on sales or distributions of foreign securities
may be subject to high and potentially confiscatory levels of foreign taxation and withholding when compared to comparable
transactions in U.S. securities. Investments in foreign securities involve exposure to changes in foreign currency exchange
rates. Such changes may reduce the U.S. dollar value of the investment. Foreign investments are also subject to risks including
potentially higher withholding and other taxes, trade settlement, custodial, and other operational risks and less stringent
investor protection and disclosure standards in certain foreign markets. In addition, foreign markets can and often do perform
differently from U.S. markets.
High Yield Securities Risk
High yield securities (sometimes referred to as "junk bonds") are debt securities that are rated below investment-grade, are
unrated and deemed by us to be below investment-grade, or are in default at the time of purchase. These securities are considered
speculative by major credit rating agencies, have a much greater risk of default (or in the case of bonds currently in default,
of not returning principal) and their values tend to be more volatile than higher-rated securities of similar maturity. The
value of these securities can be affected by overall economic conditions, interest rates, and the creditworthiness of the
individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.
Issuer Risk
The value of a security may decline for a number of reasons that directly relate to the issuer or an entity providing credit
support or liquidity support, such as management performance, financial leverage, and reduced demand for the issuer's goods,
services or securities.
Leverage Risk
Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse repurchase
agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment transactions.
Certain derivatives may also create leverage. The use of leverage may cause a Fund to liquidate portfolio positions when it
may not be advantageous to do so. Leveraging, including borrowing, may cause a Fund to be more volatile than if the Fund had
not been leveraged. This is because leverage tends to increase a Fund's exposure to market risk, interest rate risk or other
risks by, in effect, increasing assets available for investment.
Liquidity Risk
A security may not be able to be sold at the time desired or without adversely affecting the price.
Management Risk
Investment decisions made by a Fund's adviser in seeking to achieve the Fund's investment objective may not produce the returns
expected by the adviser, may cause the securities held by the Fund and, in turn, the Fund's shares to lose value or may cause
the Fund to underperform other funds with similar investment objectives.
Market Risk
The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline
in value or become illiquid due to factors affecting securities markets generally or particular industries represented in
the securities markets, such as labor shortages or increased production costs and competitive conditions within an industry. A
security may decline in value or become illiquid due to general market conditions which are not specifically related to a
particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings,
changes in interest or currency rates, or adverse investor sentiment generally. During a general downturn in the securities
markets, multiple asset classes may decline in value or become illiquid simultaneously. Equity securities generally have greater
price volatility than debt securities.
Regional Risk
The chance that an entire geographical region will be hurt by political, regulatory, market or economic developments or natural
disasters may adversely impact the value of investments concentrated in the region. Additionally, a Fund with a regional focus
may be more disproportionately and adversely impacted by regional developments than a Fund without a regional focus.
Regulatory Risk
Changes in government regulations may adversely affect the value of a security. An insufficiently regulated industry or market
might also permit inappropriate practices that adversely affect an investment.
U.S. Government Obligations Risk
U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or government sponsored
entities. While U.S. Treasury obligations are backed by the "full faith and credit" of the U.S. Government, securities issued
by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.
The Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department
of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S.
Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed
by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection
or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S.
Government. If a government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet
its obligations, or its creditworthiness declines, the performance of a Fund that holds securities issued or guaranteed by
the entity will be adversely impacted. U.S. Government obligations are subject to relatively low but varying degrees of credit
risk, and are still subject to interest rate and market risk. U.S. Government obligations may be adversely affected by a default
by, or decline in the credit quality of, the U.S. Government.
Portfolio Holdings Information
A description of the Wells Fargo Advantage Funds' policies and procedures with respect to disclosure of the Wells Fargo Advantage Funds' portfolio holdings is available in the Funds' Statement of Additional Information. In addition, Funds Management will, from time to time, include portfolio holdings information in periodic commentaries for certain Funds. The substance of the information contained in such commentaries will also be posted to the Funds' Web site at wellsfargoadvantagefunds.com.
Organization and Management of the Fund
About Wells Fargo Funds Trust
The Trust was organized as a Delaware statutory trust on March 10, 1999. The Board of Trustees of the Trust ("Board") supervises the Fund's activities, monitors its contractual arrangements with various service providers and decides on matters of general policy.
The Board supervises the Fund and approves the selection of various companies hired to manage the Fund's operations. Except for the Fund's advisers, which generally may be changed only with shareholder approval, other service providers may be changed by the Board without shareholder approval.
The Adviser
Wells Fargo Funds Management, LLC ("Funds Management"), headquartered at 525 Market Street, San Francisco, CA 94105, serves as adviser for the Funds. Funds Management is a wholly owned subsidiary of Wells Fargo & Company, a publicly traded diversified financial services company that provides banking, insurance, investment, mortgage and consumer financial services. Funds Management is a registered investment adviser that provides investment advisory services for registered mutual funds, closed-end funds and other funds and accounts.
As adviser, Funds Management is responsible for implementing the investment objectives and strategies of the Funds. To assist Funds Management in performing these responsibilities, Funds Management has contracted with one or more subadvisers to provide day-to-day portfolio management services to the Funds. Funds Management employs a team of investment professionals who identify and recommend the initial hiring of each Fund's sub-adviser and supervise and monitor the activities of the sub-advisers on an ongoing basis. Funds Management retains overall responsibility for the management of the Funds.
Funds Management's investment professionals review and analyze each Fund's performance, including relative to peer funds,
and monitor each Fund's compliance with its investment objective and strategies. Funds Management is responsible for reporting
to the Board on investment performance and other matters affecting the Funds. When appropriate, Funds Management recommends
to the Board enhancements to Fund features, including changes to Fund
investment objectives, strategies and policies. Funds Management also communicates with shareholders and intermediaries about
Fund performance and features.
For providing these investment advisory services, Funds Management is entitled to receive the fees disclosed in the row captioned "Management Fees" in each Fund's table of Annual Fund Operating Expenses. Funds Management compensates each sub-adviser from the fees Funds Management receives for its services as investment adviser to the Funds. A discussion regarding the basis for the Board's approval of the advisory and sub-advisory agreements for the Funds is available in each Fund's shareholder report for the period ended April 30, 2012.
For a Fund's most recent fiscal year end, the advisory fee paid to Funds Management, net of any applicable waivers and reimbursements, was as follows:
Advisory Fees Paid |
|
|
As a % of average daily net assets |
International Bond Fund |
0.48% |
The Sub-Adviser and Portfolio Managers
The following sub-adviser and portfolio managers perform day-to-day investment management activities for the Fund. The sub-adviser is compensated for its services by Funds Management from the fees Funds Management receives for its services as adviser to the Fund. The Statement of Additional Information provides additional information about the portfolio managers' compensation, other accounts managed by the portfolio managers and the portfolio managers' ownership of securities in the Fund.
First International Advisors, LLC ("First International Advisors"), a registered investment adviser located at One Plantation Place, 30 Fenchurch Street, London, EC3M 3BD, serves as a sub-adviser and provides portfolio management services to one or more Funds. First International Advisors provides investment advisory services to banking or thrift institutions, investment companies, pension and profit sharing plans, corporations, and state or municipal government entities.
Mr. Lee joined First International Advisors in 1992, where he currently serves as a Director of Trading and Senior Portfolio Manager. |
|
Tony Norris
|
Mr. Norris joined First International Advisors in 1990, where he currently serves as Managing Director, Chief Investment Officer, and Senior Portfolio Manager. |
Alex Perrin
|
Mr. Perrin joined First International Advisors in 1992, where he currently serves as Director of Research and Senior Portfolio Manager. |
Christopher Wightman
|
Mr. Wightman joined First International Advisors in 2011, where he currently serves as Senior Portfolio Manager. Prior to joining First International Advisors, he served as a senior investment manager specializing in global fixed income strategies at JP Morgan Chase. |
Peter Wilson
|
Mr. Wilson joined First International Advisors in 1989, where he currently serves as Managing Director, Chief Operating Officer, and Senior Portfolio Manager. |
Multi-Manager Arrangement
The Fund and Funds Management have received an exemptive order from the SEC that permits Funds Management, subject to the
approval of the Board, to select or replace certain sub-advisers to manage all or a portion of the Fund's assets and enter
into, amend or terminate a sub-advisory agreement with certain sub-advisers without obtaining shareholder approval ("Multi-Manager
Structure"). The Multi-Manager Structure applies to sub-advisers that are not affiliated with Funds Management or the Fund,
except to the extent that affiliation arises solely because such sub-advisers provide sub-advisory services to the Fund (Non-Affiliated
Sub-Advisers"), as well as sub-advisers that are indirect or direct wholly-owned subsidiaries of Funds Management or of another
company that, indirectly or directly, wholly owns Funds Management ("Wholly-Owned Sub-Advisers").
Pursuant to the SEC order, Funds Management, with the approval of the Board, has the discretion to terminate any sub-adviser
and allocate and reallocate the Fund's assets among any other Non-Affiliated Sub-Advisers or Wholly-Owned Sub-Advisers. Funds
Management, subject to oversight and supervision by the Board, has responsibility to oversee any sub-adviser to the Fund and
to recommend, for approval by the Board, the hiring, termination and replacement of sub-advisers for the Fund. In the event
that a new sub-adviser is hired pursuant to the multi-manager structure, the Fund is required to provide notice to shareholders
within 90 days.
Compensation to Dealers and Shareholder Servicing Agents
Additional Payments to Dealers
No compensation is paid to broker-dealers or other financial intermediaries (such as banks) from Fund assets on sales of
Class R6 shares and related services. Class R6 shares do not carry sales commissions or pay Rule 12b-1 fees, or make payments
to financial intermediaries to assist in, or in connection with, the sale of the Fund's shares. None of the Fund's adviser,
the distributor or their affiliates makes any type of administrative or service payments to financial intermediaries in connection
with investments in Class R6 shares.
The share price ("net asset value per share" or "NAV") for a Fund is calculated each business day as of the close of trading on the New York Stock Exchange ("NYSE") (generally 4 p.m. ET). To calculate a Fund's NAV, the Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. The price at which a purchase or redemption of Fund shares is effected is based on the next calculation of NAV after the order is placed. The Fund does not calculate its NAV on days the NYSE is closed for trading, which include New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
With respect to any portion of a Fund's assets that may be invested in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.
With respect to any portion of a Fund's assets invested directly in securities, the Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sale price during the regular trading session if the security trades on an exchange (closing price). Securities that are not traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service. Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and if no NOCP is available, then at the last reported sales price.
We are required to depart from these general valuation methods and use fair value pricing methods to determine the values of certain investments if we believe that the closing price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does not accurately reflect its current value when the Fund calculates its NAV. In addition, we use fair value pricing to determine the value of investments in securities and other assets, including illiquid securities, for which current market quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable and, if not, what fair market value to assign to the security.
In light of the judgment involved in fair value decisions, there can be no assurance that a fair value assigned to a particular security is accurate or that it reflects the price that the Fund could obtain for such security if it were to sell the security as of the time of fair value pricing. Such fair value pricing may result in NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price. See the Statement of Additional Information for additional details regarding the pricing of Fund shares.
Class R6 shares generally are available only to certain retirement plans, including: 401(k) plans, 457 plans, profit sharing and money purchase pension plans, defined benefit plans, target benefit plans and non-qualified deferred compensation plans. Class R6 shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the Fund. Class R6 shares generally are not available to retail accounts. Eligible retirement plans of qualifying size generally may open an account and purchase Class R6 shares by contacting certain broker-dealers and financial institutions that have selling agreements with WFFD. These entities may impose transaction charges. Additional shares may be purchased through a retirement plan's administrator or record-keeper.
General Notes for Buying Shares
Proper Form. If the transfer agent receives your new account application or purchase request in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your new account application or purchase request is received in proper form after the close of trading on the NYSE, your transaction will be priced at the next business day's NAV. If your new account application or purchase request is not in proper form, additional documentation may be required to process your transaction.
Earning Distributions. You are eligible to earn distributions beginning on the business day after the transfer agent receives your purchase in proper form.
U.S. Dollars Only. All payments must be made in U.S. dollars and all checks must be drawn on U.S. banks.
Right to Refuse an Order. We reserve the right to refuse or cancel a purchase or exchange order for any reason, including if we believe that doing so would be in the best interests of a Fund and its shareholders.
Special Considerations When Investing Through Financial Intermediaries:
If a financial intermediary purchases Class R6 shares on your behalf, you should understand the following:
Minimum Investments and Other Terms of Your Account. Share purchases are made through a customer account at your financial intermediary following that firm's terms. Financial intermediaries may require different minimum investment amounts. Please consult an account representative from your financial intermediary for specifics.
Records are Held in Financial Intermediary's Name. Financial intermediaries are usually the holders of record for Class R6 shares held through their customer accounts. The financial intermediaries maintain records reflecting their customers' beneficial ownership of the shares.
Purchase/Redemption Orders. Financial intermediaries are responsible for transmitting their customers' purchase and redemption orders to a Fund and for delivering required payment on a timely basis.
Shareholder Communications. Financial intermediaries are responsible for delivering shareholder communications and voting information from a Fund, and for transmitting shareholder voting instructions to a Fund.
The information provided in this Prospectus is not intended for distribution to, or use by, any person or entity in any non-U.S. jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Fund shares to any registration requirement within such jurisdiction or country.
The Funds are distributed by Wells Fargo Funds Distributor, LLC, a member of FINRA/SIPC, and an affiliate of Wells Fargo & Company. Securities Investor Protection Corporation ("SIPC") information and brochure are available at SIPC.org or by calling SIPC at (202) 371-8300.
How to Sell Shares
Class R6 shares must be redeemed according to the terms of your customer account with your financial intermediary. You should contact your investment representative when you wish to sell Fund shares.
General Notes for Selling Shares
Proper Form. If the transfer agent receives your request to sell shares in proper form before the close of the NYSE, your transaction will be priced at that day's NAV. If your request to sell shares is received in proper form after the close of trading on the NYSE, it will be priced at the next business day's NAV. If your request is not in proper form, additional documentation may be required to sell your shares.
Earning Distributions. Your shares are eligible to earn distributions through the date of redemption. If you redeem shares on a Friday or prior to a holiday, your shares will continue to be eligible to earn distributions until the next business day.
Right to Delay Payment. We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check or through Electronic Funds Transfer, you may be required to wait up to seven business days before we will send your redemption proceeds. Our ability to determine with reasonable certainty that investments have been finally collected is greater for investments coming from accounts with banks affiliated with Funds Management than it is for investments coming from accounts with unaffiliated banks. Redemption payments also may be delayed under extraordinary circumstances or as permitted by the SEC in order to protect remaining shareholders. Such extraordinary circumstances are discussed further in the Statement of Additional Information.
Redemption in Kind. Although generally we pay redemption requests in cash, we reserve the right to determine in our sole discretion, whether to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, we may pay all or part of the redemption in securities of equal value as permitted under the Investment Company Act of 1940, and the rules thereunder. The redeeming shareholders should expect to incur transaction costs upon the disposition of the securities received.
Retirement Plans and Other Products. If you purchased shares through a packaged investment product or retirement plan, read the directions for selling shares provided by the product or plan. There may be special requirements that supersede the directions in this Prospectus.
How to Exchange Shares
Exchanges between Wells Fargo Advantage Funds involve two transactions: (1) a sale of shares of one Fund; and (2) the purchase of shares of another. In general, the same rules and procedures that apply to sales and purchases apply to exchanges. There are, however, additional factors you should keep in mind while making or considering an exchange:
In general, exchanges may be made between like share classes of any Wells Fargo Advantage Fund offered to the general public for investment (i.e., a Fund not closed to new accounts), with the following exception: Class A shares of non-money market funds may also be exchanged for Service Class shares of any money market fund.
Same-fund exchanges between share classes are permitted subject to the following conditions: (1) exchanges out of Class A and Class C shares would not be allowed if shares are subject to a CDSC; (2) for exchanges into Class A shares, the shareholder must meet all qualifications to purchase Class A shares at net asset value based on current prospectus guidelines; and (3) the shareholder must meet the eligibility guidelines of the class being purchased in the exchange.
An exchange request will be processed on the same business day, provided that both Funds are open at the time the request is received. If one or both Funds are closed, the exchange will be processed on the following business day.
You should carefully read the prospectus for the Wells Fargo Advantage Fund into which you wish to exchange.
Every exchange involves selling Fund shares, which may produce a capital gain or loss for tax purposes.
If you are making an initial investment into a Fund through an exchange, you must exchange at least the minimum initial purchase amount for the new Fund, unless your balance has fallen below that amount due to investment performance.
Any exchange between two Wells Fargo Advantage Funds must meet the minimum subsequent purchase amounts.
Class B and Class C share exchanges will not trigger the CDSC. The new shares will continue to age according to their original schedule and will be charged the CDSC applicable to the original shares upon redemption.
Generally, we will notify you at least 60 days in advance of any changes in our exchange policy.
Frequent Purchases and Redemptions of Fund Shares
Wells Fargo Advantage Funds reserves the right to reject any purchase or exchange order for any reason. Purchases or exchanges that a Fund determines could harm the Fund may be rejected.
Excessive trading by Fund shareholders can negatively impact a Fund and its long-term shareholders in several ways, including disrupting Fund investment strategies, increasing transaction costs, decreasing tax efficiency, and diluting the value of shares held by long-term shareholders. Excessive trading in Fund shares can negatively impact a Fund's long-term performance by requiring it to maintain more assets in cash or to liquidate portfolio holdings at a disadvantageous time. Certain Funds may be more susceptible than others to these negative effects. For example, Funds that have a greater percentage of their investments in non-U.S. securities may be more susceptible than other Funds to arbitrage opportunities resulting from pricing variations due to time zone differences across international financial markets. Similarly, Funds that have a greater percentage of their investments in small company securities may be more susceptible than other Funds to arbitrage opportunities due to the less liquid nature of small company securities. Both types of Funds also may incur higher transaction costs in liquidating portfolio holdings to meet excessive redemption levels. Fair value pricing may reduce these arbitrage opportunities, thereby reducing some of the negative effects of excessive trading.
Wells Fargo Advantage Funds , other than the Adjustable Rate Government Fund, Conservative Income Fund, Ultra Short-Term Income Fund and Ultra Short-Term Municipal Income Fund ("Ultra-Short Funds") and the money market funds, (the "Covered Funds"). The Covered Funds are not designed to serve as vehicles for frequent trading. The Covered Funds actively discourage and take steps to prevent the portfolio disruption and negative effects on long-term shareholders that can result from excessive trading activity by Covered Fund shareholders. The Board has approved the Covered Funds' policies and procedures, which provide, among other things, that Funds Management may deem trading activity to be excessive if it determines that such trading activity would likely be disruptive to a Covered Fund by increasing expenses or lowering returns. In this regard, the Covered Funds take steps to avoid accommodating frequent purchases and redemptions of shares by Covered Fund shareholders. Funds Management monitors available shareholder trading information across all Covered Funds on a daily basis. If a shareholder redeems more than $5,000 (including redemptions that are part of an exchange transaction) from a Covered Fund, that shareholder is "blocked" from purchasing shares of that Covered Fund (including purchases that are part of an exchange transaction) for 30 calendar days after the redemption. This policy does not apply to:
Money market funds;
Ultra-Short Funds;
Dividend reinvestments;
Systematic investments or exchanges where the financial intermediary maintaining the shareholder account identifies the transaction as a systematic redemption or purchase at the time of the transaction;
Rebalancing transactions within certain asset allocation or "wrap" programs where the financial intermediary maintaining a shareholder account is able to identify the transaction as part of an asset allocation program approved by Funds Management;
Transactions initiated by a "fund of funds" or Section 529 Plan into an underlying fund investment;
Permitted exchanges between share classes of the same Fund;
Certain transactions involving participants in employer-sponsored retirement plans, including: participant withdrawals due to mandatory distributions, rollovers and hardships, withdrawals of shares acquired by participants through payroll deductions, and shares acquired or sold by a participant in connection with plan loans; and
Purchases below $5,000 (including purchases that are part of an exchange transaction).
The money market funds and the Ultra-Short Funds. Because the money market funds and Ultra-Short Funds are often used for short-term investments, they are designed to accommodate more frequent purchases and redemptions than the Covered Funds. As a result, the money market funds and Ultra-Short Funds do not anticipate that frequent purchases and redemptions, under normal circumstances, will have significant adverse consequences to the money market funds or Ultra-Short Funds or their shareholders. Although the money market funds and Ultra-Short Funds do not prohibit frequent trading, Funds Management will seek to prevent an investor from utilizing the money market funds and Ultra-Short Funds to facilitate frequent purchases and redemptions of shares in the Covered Funds in contravention of the policies and procedures adopted by the Covered Funds.
All Wells Fargo Advantage Funds . In addition, Funds Management reserves the right to accept purchases, redemptions and exchanges made in excess of applicable trading restrictions in designated accounts held by Funds Management or its affiliate that are used at all times exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions, and are maintained at low balances that do not exceed specified dollar amount limitations.
In the event that an asset allocation or "wrap" program is unable to implement the policy outlined above, Funds Management may grant a program-level exception to this policy. A financial intermediary relying on the exception is required to provide Funds Management with specific information regarding its program and ongoing information about its program upon request.
A financial intermediary through whom you may purchase shares of the Fund may independently attempt to identify excessive trading and take steps to deter such activity. As a result, a financial intermediary may on its own limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by Funds Management and discussed in this Prospectus. Funds Management may permit a financial intermediary to enforce its own internal policies and procedures concerning frequent trading rather than the policies set forth above in instances where Funds Management reasonably believes that the intermediary's policies and procedures effectively discourage disruptive trading activity. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.
Account Policies
Advance Notice of Large Transactions
We strongly urge you to begin all purchases and redemptions as early in the day as possible and to notify us at least one
day in advance of transactions in excess of $5,000,000. This will allow us to manage your Fund most effectively. When you
give us this advance notice, you must provide us with your name and account number.
Householding
To help keep Fund expenses low, a single copy of a prospectus or shareholder report may be sent to shareholders of the same
household. If your household currently receives a single copy of a prospectus or shareholder report and you would prefer to
receive multiple copies, please contact your financial intermediary.
Retirement Accounts
We offer prototype documents for a variety of retirement accounts for individuals and small businesses. Please call 1-800-222-8222
for information on:
Individual Retirement Plans, including Traditional IRAs and Roth IRAs.
Qualified Retirement Plans, including Simple IRAs, SEP IRAs, Keoghs, Pension Plans, Profit-Sharing Plans, and 401(k) Plans.
There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholdings. For more information, call the number listed above. For retirement accounts held directly with the Fund, certain fees may apply, including an annual account maintenance fee.
Small Account Redemptions
We reserve the right to redeem certain accounts that fall below the minimum initial investment amount as the result of shareholder
redemptions (as opposed to market movement). Before doing so, we will give you approximately 60 days to bring your account
above the minimum investment amount. Please call Investor Services at 1-800-222-8222 or contact your selling agent for further
details.
Statements and Confirmations
Statements summarizing activity in your account are mailed quarterly. Confirmations are mailed following each purchase, sale,
exchange, or transfer of Fund shares, except generally for Automatic Investment Plan transactions, Systematic Withdrawal Plan
transactions using Electronic Funds Transfer, and purchases of new shares through the automatic reinvestment of distributions.
Upon your request and for the applicable fee, you may obtain a reprint of an account statement. Please call Investor Services
at 1-800-222-8222 for more information.
Electronic Delivery of Fund Documents
You may elect to receive your Fund's prospectuses, shareholder reports and other Fund documents electronically in lieu of
paper form by enrolling on the Fund's Web site at wellsfargo.com/advantagedelivery. If you make this election, you will be
notified by e-mail when the most recent Fund documents are available for electronic viewing and downloading.
To receive Fund documents electronically, you must have an e-mail account and an internet browser that meets the requirements described in the Privacy & Security section of the Fund's Web site at wellsfargoadvantagefunds.com. You may change your electronic delivery preferences or revoke your election to receive Fund documents electronically at any time by visiting wellsfargo.com/advantagedelivery.
Statement Inquiries
Contact us in writing regarding any errors or discrepancies noted on your account statement within 60 days after the date
of the statement confirming a transaction. We may deny your ability to refute a transaction if we do not hear from you within
those 60 days.
Transaction Authorizations
Telephone, electronic, and clearing agency privileges allow us to accept transaction instructions by anyone representing
themselves as the shareholder and who provides reasonable confirmation of their identity. Neither we nor
Wells Fargo Advantage Funds
will be liable for any losses incurred if we follow such instructions we reasonably believe to be genuine. For transactions
through the automated phone system and our Web site, we will assign personal identification numbers (PINs) and/or passwords
to help protect your account information. To safeguard your account, please keep your PINs and passwords confidential. Contact
us immediately if you believe there is a discrepancy on your confirmation statement or if you believe someone has obtained
unauthorized access to your account, PIN or password.
USA PATRIOT Act
In compliance with the USA PATRIOT Act, all financial institutions (including mutual funds) at the time an account is opened,
are required to obtain, verify and record the following information for all registered owners or others who may be authorized
to act on the account: full name, date of birth, taxpayer identification number (usually your Social Security Number), and
permanent street address. Corporate, trust and other entity accounts require additional documentation. This information will
be used to verify your identity. We will return your application if any of this information is missing, and we may request
additional information from you for verification purposes. In the rare event that we are unable to verify your identity, we
reserve the right to redeem your account at the current day's NAV. You will be responsible for any losses, taxes, expenses,
fees, or other results of such a redemption.
Distributions
The International Bond Fund generally distributes net investment income, if any, quarterly. The amount distributed in any given period may be less than the amount earned in that period or more than the amount earned in that period if it includes amounts earned in a previous period but retained for later distribution. The Fund generally distributes net capital gains, if any, at least annually."
Taxes
By investing in a Fund through a tax-deferred retirement account, you will not be subject to tax on dividends and capital gains distributions from the Fund or the sale of Fund shares if those amounts remain in the tax-deferred account. Distributions taken from retirement plan accounts generally are taxable as ordinary income. For special rules concerning tax-deferred retirement accounts, including applications, restrictions, tax advantages, and potential sales charge waivers, contact your investment professional. To determine if a retirement plan may be appropriate for you and to obtain further information, consult your tax advisor.
Additional Performance Information
This section contains additional information regarding the performance of the Fund. The sub-section below titled "Index Descriptions" defines the market indices that are referenced in the Fund Summary. The sub-section below titled "Share Class Performance" provides history for specified share classes of the Fund.
Index Descriptions
The "Average Annual Total Returns" table in the Fund's Fund Summary compares the Fund's returns with those of one or more
indices. Below are descriptions of each such index. You cannot invest directly in an index.
BofA Merrill Lynch Global Broad Market ex US Index 1 |
The BofA Merrill Lynch Global Broad Market Ex. U.S. Index tracks the performance of investment grade debt publicly issued in the major domestic and eurobond markets, including sovereign, quasi-government, corporate, securitized and collateralized securities and excludes all securities denominated in US dollars. 1 |
1. | Copyright 2011. BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated. All rights reserved. |
Share Class Performance
The following provides additional information about the performance history of the Funds contained in this prospectus, including
the inception date of the relevant share class, information regarding predecessor funds, if any, and whether performance information
presented is based on the history of an older share class.
International Bond Fund - Historical performance shown for Class R6 shares prior to their inception reflects the performance of Institutional Class shares and includes the higher expenses applicable to Institutional Class shares. If these expenses had not been included, returns would be higher. Historical performance shown for all classes of the Fund prior to July 12, 2010, is based on the performance of the Fund's predecessor, Evergreen International Bond Fund.
A Fund's past performance is no guarantee of future results. A Fund's investment results will fluctuate over time, and any representation of the Fund's returns for any past period should not be considered as a representation of what a Fund's returns may be in any future period. The Fund's annual and semi-annual reports contain additional performance information and are available upon request, without charge, by calling the telephone number listed on the back cover page of this Prospectus.
The following tables are intended to help you understand a Fund's financial performance for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. Total returns represent the rate you would have earned (or lost) on an investment in each Fund (assuming reinvestment of all distributions). The information in the following tables has been derived from the Funds' financial statements, which have been audited by KPMG LLP, the Funds' independent registered public accounting firm, whose report, along with each Fund's financial statements, is also included in each Fund's annual report, a copy of which is available upon request.
|
|
Year ended October 31 |
|
Class R6 |
2013 1 |
||
Net asset value, beginning of period |
$ |
11.80 |
|
Net investment income |
|
0.39 2 |
|
Net realized and unrealized gains (losses) on investments |
|
(0.69) |
|
Total from investment operations |
|
(0.30) |
|
Distributions to shareholders from |
|
|
|
Net investment income |
|
(0.02) |
|
Net realized gains |
|
(0.12) |
|
Total distributions to shareholders |
|
(0.14) |
|
Net asset value, end of period |
$ |
11.36 |
|
Total return 3 |
|
(2.52)% |
|
Ratios to average net assets (annualized) |
|
|
|
Gross expenses |
|
0.68% |
|
Net expenses |
|
0.65% |
|
Net investment income |
|
3.70% |
|
Supplemental data |
|
|
|
Portfolio turnover rate |
|
129% |
|
Net assets, end of period (000s omitted) |
$ |
2,433 |
1 |
For the period from November 30, 2012 (commencement of class operations) to October 31, 2013 |
2 |
Calculated based upon average shares outstanding |
3 |
Returns for periods of less than one year are not annualized. |
FOR MORE INFORMATION
More information on the Fund is available free upon request, including the following documents: Statement of Additional Information
("SAI")
Supplements the disclosures made by this Prospectus. The SAI, which has been filed with the SEC, is incorporated by reference into this Prospectus and therefore is legally part of this Prospectus. Annual/Semi-Annual Reports Provide financial and other important information, including a discussion of the market conditions and investment strategies that significantly affected Fund performance over the reporting period. To obtain copies of the above documents or for more information about Wells Fargo Advantage Funds, contact us: By telephone: Individual Investors: 1-800-222-8222 Retail Investment Professionals: 1-888-877-9275 Institutional Investment Professionals: 1-866-765-0778 |
By e-mail: wfaf@wellsfargo.com By mail:
Wells Fargo Advantage Funds P.O. Box 8266 Boston, MA 02266-8266 Online: wellsfargoadvantagefunds.com From the SEC: Visit the SEC's Public Reference Room in Washington, DC (phone 1-202-551-8090 for operational information for the SEC's Public Reference Room) or the SEC's Internet site at sec.gov. To obtain information for a fee, write or email: SEC's Public Reference Section 100 "F" Street, NE Washington, DC 20549-0102 publicinfo@sec.gov |
© 2014 Wells Fargo Funds Management, LLC. All rights reserved |
034IF6R/P1007RC (03/14)
ICA Reg. No. 811-09253 |
WELLS FARGO FUNDS TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
Statement of Additional Information
March 1, 2014
Emerging Markets Local Bond Fund
Class A - WLBAX, Class C - WLBEX, Administrator Class - WLBDX, Institutional Class - WLBIX
International Bond Fund
Class A - ESIYX, Class B - ESIUX, Class C - ESIVX, Administrator Class - ESIDX, Institutional Class - ESICX, Class R6 - ESIRX
Strategic Income Fund
Class A - WSIAX; Class C - WSICX; Administrator Class - WSIDX; Institutional Class - WSINX
Wells Fargo Funds Trust (the "Trust") is an open-end, management investment company. This Statement of Additional Information
("SAI") contains additional information about two series of the Trust in the Wells Fargo Advantage family of funds - the above
referenced Funds (each, a "Fund" and collectively, the "Funds"). The Emerging Markets Local Bond Fund is considered non-diversified
and the International Bond Fund and the Strategic Income Fund are considered diversified under the Investment Company Act
of 1940, as amended (the "1940 Act"). The Funds offer certain classes of shares as indicated above. This SAI relates to all
such classes of shares. Class B shares are closed to new investors and additional investments from existing shareholders,
except in connection with reinvestment of any distributions and permitted exchanges of Class B shares for Class B shares of
other Wells Fargo Advantage Funds subject to the limitations described in each Fund's prospectus.
Table of Contents
2
2
3
4
Permitted Investment Activities and Certain Associated Risks
11
32
39
41
42
49
50
51
52
52
52
53
53
54
59
61
61
73
Policies and Procedures for Disclosure of Fund Portfolio Holdings
75
77
82
83
83
84
HISTORICAL FUND INFORMATION
On March 25, 1999, the Board of Trustees of Norwest Advantage Funds ("Norwest"), the Board of Directors of Stagecoach Funds,
Inc. ("Stagecoach") and the Board of Trustees of the Trust (the "Board") approved an Agreement and Plan of Reorganization
providing for, among other things, the transfer of the assets and stated liabilities of various predecessor Norwest and Stagecoach
portfolios to certain Funds of the Trust (the "Reorganization"). Prior to November 5, 1999, the effective date of the Reorganization,
the Trust had only nominal assets.
On December 16, 2002, the Boards of Trustees of The Montgomery Funds and The Montgomery Funds II ("Montgomery") approved an
Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities
of various predecessor Montgomery portfolios into various Funds of the Trust. The effective date of the reorganization was
June 9, 2003.
On February 3, 2004, the Board and on February 18, 2004, the Board of Trustees of The Advisors' Inner Circle Fund ("AIC Trust")
approved an Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated
liabilities of various predecessor AIC Trust portfolios into various Funds of the Trust. The effective date of the reorganization
was July 26, 2004.
In August and September 2004, the Boards of Directors of the Strong family of funds ("Strong") and the Board approved an Agreement
and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities of various
predecessor Strong mutual funds into various Funds of the Trust. The effective date of the reorganization was April 8, 2005.
On December 30, 2009, the Board of Trustees of Evergreen Funds ("Evergreen") and on January 11, 2010 the Board approved an
Agreement and Plan of Reorganization providing for, among other things, the transfer of the assets and stated liabilities
of various predecessor Evergreen portfolios and
Wells Fargo Advantage Funds
portfolios to certain Funds of the Trust. The effective date of the reorganization was July 12, 2010 for certain Evergreen
Funds and July 19, 2010 for the remainder of the Evergreen Funds.
The
Emerging Markets Local Bond Fund
commenced operations on May 31, 2012.
The
Strategic Income Fund
commenced operations on January 31, 2013.
Fundamental Investment Policies
The Funds have adopted the following fundamental investment policies; that is, they may not be changed without approval by
the holders of a majority (as defined under the 1940 Act) of the outstanding voting securities of the Fund.
The Funds may not:
(1) purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after
the purchase and as a result thereof, the value of a Fund's investments in that industry would equal or exceed 25% of the
current value of the Fund's total assets, provided that this restriction does not limit a Fund's investments in securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities, investments in securities of other investment
companies or investments in repurchase agreements;
(2) except for the Emerging Markets Local Bond Fund, purchase securities of any issuer if, as a result, with respect to 75%
of a Fund's total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer
or the Fund's ownership would be more than 10% of the outstanding voting securities of such issuer, provided that this restriction
does not limit a Fund's investments in securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities,
or investments in securities of other investment companies;
(3) borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive orders
obtained thereunder;
(4) issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any exemptive
orders obtained thereunder;
(5) make loans to other parties if, as a result, the aggregate value of such loans would exceed one-third of a Fund's total
assets. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt
securities are not deemed to be the making of loans;
(6) underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from
the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a
Fund's investment program may be deemed to be an underwriting;
(7) purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall
not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged
in the real estate business); or
(8) purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction,
(ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, and (iii) this
restriction does not limit the purchase or sale of securities or other instruments backed by commodities or the purchase or
sale of commodities acquired as a result of ownership of securities or other instruments.
Non-Fundamental Investment Policies
Each Fund has adopted the following non-fundamental policies; that is, they may be changed by the Trustees at any time without
approval of the Fund's shareholders.
(1) Each Fund may invest in shares of other investment companies to the extent permitted under the 1940 Act, including the
rules, regulations and any exemptive orders obtained thereunder, provided however, that no Fund that has knowledge that its
shares are purchased by another investment company investor pursuant to Section 12(d)(1)(G) of the 1940 Act will acquire any
securities of registered open-end management investment companies or registered unit investment trusts in reliance on Section
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
(2) Each Fund may not invest or hold more than 15% of the Fund's net assets in illiquid securities. For this purpose, illiquid
securities include, among others, (a) securities that are illiquid by virtue of the absence of a readily available market
or legal or contractual restrictions on resale, (b) fixed time deposits that are subject to withdrawal penalties and that
have maturities of more than seven days, and (c) repurchase agreements not terminable within seven days.
(3) The Fund may invest in financial instruments subject to the Commodity Exchange Act of 1936, as amended ("CEA"), including
futures, options on futures, and swaps ("commodity interests"), consistent with its investment policies and the 1940 Act,
including the rules, regulations and interpretations of the Securities and Exchange Commission ("SEC") thereunder or any exemptive
orders obtained thereunder, and consistent with investment in commodity interests that would allow the Fund's investment adviser
to claim an exclusion from being a "commodity pool operator" as defined by the CEA.
(4) Each Fund may lend securities from its portfolio to approved brokers, dealers and financial institutions, to the extent
permitted under the 1940 Act, including the rules, regulations and exemptions thereunder, which currently limit such activities
to one-third of the value of the Fund's total assets (including the value of the collateral received). Any such loans of portfolio
securities will be fully collateralized based on values that are marked-to-market daily.
(5) Each Fund may not make investments for the purpose of exercising control or management, provided that this restriction
does not limit the Fund's investments in securities of other investment companies or investments in entities created under
the laws of foreign countries to facilitate investment in securities of that country.
(6) Each Fund may not purchase securities on margin (except for short-term credits necessary for the clearance of transactions).
(7) Each Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short (short sales "against the box"), and provided that transactions in futures contracts and options
are not deemed to constitute selling securities short.
(8) Each Fund that is subject to Rule 35d-1 (the "Names Rule") under the 1940 Act, and that has a non-fundamental policy or
policies in place to comply with the Names Rule, has adopted the following policy:
Shareholders will receive at least 60 days notice of any change to the Fund's non-fundamental policy complying with the Names
Rule. The notice will be provided in Plain English in a separate written document, and will contain the following prominent
statement or similar statement in bold-face type: "Important Notice Regarding Change in Investment Policy." This statement
will appear on both the notice and the envelope in which it is delivered, unless it is delivered separately from other communications
to investors, in which case the statement will appear either on the notice or the envelope in which the notice is delivered.
A non-diversified investment company is not limited by the 1940 Act as to the amount of assets that may be invested in any
one issuer. However, in order to qualify as a regulated investment company for tax purposes, the Fund may have no more than
25% of its total assets invested in the securities (other than securities of the U.S. government, its agencies or instrumentalities,
or the shares of other regulated investment companies) of any one issuer. In addition, with respect to 50% of its total assets,
the Fund may not invest more than 5% of its total assets, determined at market or other fair value at the time of purchase,
in the securities (other than securities issued by the U.S. government, its agencies or instrumentalities) of any one issuer,
or invest in more than 10% of the voting securities (other than securities issued by the U.S. government, its agencies or
instrumentalities) of any one issuer, determined at the time of purchase.
Further Explanation of Investment Policies
For purposes of the Fund's fundamental investment policy with respect to concentration, the Fund does not consider mortgage-backed
securities and asset-backed securities, whether government-issued or privately issued, to represent interests in any particular
industry or group of industries, and therefore the 25% concentration restriction noted above does not limit investments in
such securities. With respect to repurchase agreements, the Fund invests only in repurchase agreements that are fully collateralized
by securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities. For purposes of the Fund's fundamental
investment policy with respect to concentration, the Fund does not consider such repurchase agreements to constitute an industry
or group of industries because the Fund chooses to look through such securities to the underlying collateral, which is itself
excepted from the Fund's concentration policy.
Notwithstanding the foregoing policies, any other investment companies in which the Funds may invest have adopted their own
investment policies, which may be more or less restrictive than those listed above, thereby allowing a Fund to participate
in certain investment strategies indirectly that are prohibited under the fundamental and non-fundamental investment policies
listed above.
ADDITIONAL APPROVED INVESTMENT STRATEGIES
In addition to the principal investment strategies set forth in the Prospectuses, the Funds may also use futures, options
or swap agreements, as well as other derivatives, to manage risk or to enhance return. Please refer to a Fund's Prospectuses
for information regarding the Fund's anticipated use of derivatives, if any, as a principal investment strategy. Please note
that even if a Fund's Prospectuses do not currently include information regarding derivatives, or only includes information
regarding certain derivative instruments, the Fund may use any of the derivative securities described below, at any time,
and to any extent consistent with the Fund's other principal investment strategies.
DERIVATIVES
Derivative Securities
Derivative securities are securities that derive their value, at least in part, from the price of another security or asset,
or the level of an index, such as the S&P 500 Index, or a rate, such as the London Interbank Offered Rate ("LIBOR"), including
structured notes, bonds or other instruments with interest rates that are determined by reference to changes in the value
of other interest rates, indices or financial indicators ("References") or the relative change in two or more References.
Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded
on regulated exchanges. These types of derivatives are standardized contracts that can easily be bought and sold, and whose
market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more specialized
or complex, and may be harder to value. Futures contracts and options are also considered types of derivative securities,
and are described more fully under the heading "Futures and Options Contracts" below. Other common types of derivatives include
forward foreign currency exchange contracts, forward contracts on securities and securities indices, linked securities and
structured products, collateralized mortgage obligations, stripped securities, warrants, swap agreements, and swaptions.
An investment is often made in derivative securities as a "hedge" against fluctuations in the market value of the other securities
in a Fund's portfolio due to currency exchange rate fluctuations or other factors in the securities markets, although a Fund
may also invest in certain derivative securities for investment purposes only. Other reasons why a Fund may use derivative
securities include protecting its unrealized gains reflected in the value of its portfolio of securities, facilitating the
sale of such securities for investment purposes, reducing transaction costs, and/or managing the effective maturity or duration
of its portfolio.
While derivative securities are useful for hedging and investment, they also carry additional risks. A hedging policy may
fail if the correlation between the value of the derivative securities and the other investments in a Fund's portfolio does
not follow the adviser's expectations. If the adviser's expectations are not met, it is possible that the hedging strategy
will not only fail to protect the value of a Fund's investments, but the Fund may also lose money on the derivative security
itself. In addition, some derivative securities represent relatively recent innovations in the bond markets. The trading market
for these instruments is less developed than the markets for traditional types of debt instruments. It is uncertain how these
derivative securities will perform under different economic interest-rate scenarios. Because certain of these instruments
are leveraged, their market values may be more volatile than other types of securities and may present greater potential for
capital gain or loss. Derivative securities and their underlying instruments may experience periods of illiquidity, which
could cause a Fund to hold a security it might otherwise sell or a Fund could be forced to sell a security at inopportune
times or for prices that do not reflect current market value. The possibility of default by the issuer or the issuer's credit
provider may be greater for structured and derivative instruments than for other types of instruments. As new types of derivative
securities are developed and offered to investors, the adviser will, consistent with a Fund's investment objective, policies,
restrictions and quality standards, consider making investments in such new types of derivative securities.
Additional risks of derivative securities include, but are not limited to: the risk of disruption of a Fund's ability to trade
in derivative securities because of regulatory compliance problems or regulatory changes; credit risk of counterparties to
derivative contracts, and market risk (i.e., exposure to adverse price changes).
The adviser uses a variety of internal risk management procedures to ensure that derivatives are closely monitored and that
their use is consistent with a particular Fund's investment objective, policies, restrictions and quality standards, and does
not expose such Fund to undue risk.
A Fund's use of derivatives also is subject to broadly applicable investment policies. For example, a Fund may not invest
more than a specified percentage of its assets in "illiquid securities," including those derivatives that do not have active
secondary markets. A Fund also may not use certain derivatives without establishing adequate "cover" in compliance with the
Securities and Exchange Commission (the "SEC") rules limiting the use of leverage. Consistent with SEC staff guidance, a Fund
will consider its obligations involving such derivatives as "covered" when a Fund (i) maintains an offsetting financial position,
or (ii) segregates liquid assets (which may include, but are not limited to, cash, cash equivalents, equities and debt securities)
equal to a Fund's exposures relating to the derivative, as determined on a daily basis. If a Fund chooses to establish a "covered"
position by segregating liquid assets, the amount that must be segregated will be determined in accordance with current SEC
staff guidance, and will thus vary based on the specific derivative instrument being used. For example, for futures and forward
contracts that require only cash settlement, and swap agreements that call for periodic netting between a Fund and its counterparty,
the segregated amount will be the net amount due under the contract, as determined daily on a mark-to-market basis. For other
kinds of futures, forwards and swaps, a Fund must segregate a larger amount of assets to cover its obligations, which essentially
limits a Fund's ability to use these instruments.
Both equity and credit derivatives include options, futures and options on futures, which may be used to hedge a Fund's portfolio,
increase returns or maintain exposure to a market without buying individual securities. These investments may pose risks in
addition to those associated with investing directly in securities or other investments. Such risks may include illiquidity
of the derivative and imperfect correlation of the derivative with underlying investments for which it is being substituted
or the Fund's other portfolio holdings. Accordingly, there is the risk that such practices may fail to serve their intended
purposes, and may reduce returns or increase volatility. These practices also entail transactional expenses.
Additionally, the use of derivatives can lead to losses because of adverse movements in the price or value of the underlying
security, asset, index or reference rate, which may be magnified by certain features of the derivatives. These risks are heightened
when a Fund uses derivatives to enhance its return or as a substitute for a position or security, rather than solely to hedge
or offset the risk of a position or security held by a Fund. A Fund's use of derivatives to leverage risk also may exaggerate
a loss, potentially causing a Fund to lose more money than if it had invested in the underlying security, or limit a potential
gain.
The success of management's derivative strategies will depend on its ability to assess and predict the impact of market or
economic developments on the underlying security, asset, index or reference rate and the derivative itself, without necessarily
the benefit of observing the performance of the derivative under all possible market conditions. Other risks arise from a
Fund's potential inability to terminate or sell its derivative positions as a liquid secondary market for such positions may
not exist at times when a Fund may wish to terminate or sell them. Over-the-counter instruments (investments not traded on
an exchange) may be illiquid. Derivatives traded in the over-the-counter market are subject to the risk that the other party
will not meet its obligations. Also, with some derivative strategies, there is the risk that a Fund may not be able to find
a suitable counterparty for the derivative transaction, and therefore may be unable to invest in derivatives altogether. The
use of derivatives may also increase the amount and accelerate the timing of taxes payable by shareholders.
A Fund that is authorized to invest in derivatives may use any or all of the above investment techniques and may purchase
different types of derivative instruments at any time and in any combination. There is no particular strategy that dictates
the use of one technique over another, as the use of derivatives is a function of numerous variables, including market conditions.
Credit Derivatives
. A credit derivative is a form of derivative that is divided into two categories: credit default swaps and total return swaps.
Both such categories of credit derivatives are usually governed by the standard terms and conditions of an ISDA Master Agreement.
A credit default swap involves a protection buyer and a protection seller. A Fund may be either a protection buyer or seller.
The protection buyer makes periodic premium payments to the protection seller during the swap term in exchange for the protection
seller agreeing to make certain defined payments to the protection buyer in the event certain defined credit events occur
with respect to a particular security, issuer or basket of securities. A total return swap involves a total return receiver
and a total return payor. A Fund may either be a total return receiver or payor. Generally, the total return payor sells to
the total return receiver an amount equal to all cash flows and price appreciation on a defined security or asset payable
at periodic times during the swap term (i.e., credit risk) in return for a periodic payment from the total return receiver
based on designated index (e.g., LIBOR) and spread plus the amount of any price depreciation on the reference security or
asset. The total return payor does not need to own the underlying security or asset to enter into a total return swap. The
final payment at the end of the swap term includes final settlement of the current market price of the underlying reference
security or asset, and payment by the applicable party for any appreciation or depreciation in value. Usually, collateral
must be posted by the total return receiver to secure the periodic interest-based and market price depreciation payments depending
on the credit quality of the underlying reference security and creditworthiness of the total return receiver, and the collateral
amount is marked-to-market daily equal to the market price of the underlying reference security or asset between periodic
payment dates.
Other types of credit derivatives include credit-linked notes and other forms of debt obligations having an embedded credit
default swap component. In such type of credit derivative, payments of principal and interest are tied to the performance
of one or more reference obligations or assets.
In all of the above-referenced credit derivative transactions, the same general risks inherent to derivative transactions
are present. However, credit derivative transactions also carry with them greater risks of imperfect correlation between the
performance and price of the underlying reference security or asset, and the general performance of the designated interest
rate or index which is the basis for the periodic payment. If a Fund writes a credit default swap, it receives an up-front
premium. A Fund's exposure under a credit default swap, though, is a form of leverage and will be subject to the restrictions
on leveraged derivatives.
Inverse Floaters
. A Fund may invest in inverse floating rate municipal securities or "inverse floaters," sometimes also referred to as a "residual
interest certificates." Inverse floaters are issued by tender option bond trusts ("trusts") that are established by a third
party sponsor in connection with the transfer of municipal bonds to the trusts. In addition to inverse floaters, these trusts
typically issue short-term floating rate notes which are usually sold to money market funds ("floating rate notes"). An inverse
floater is a type of "derivative" debt instrument with a floating or variable interest rate that moves in the opposite direction
of the interest rate on another security, normally the floating rate note. Because changes in the interest rate on the note
inversely affect the rate of interest received on an inverse floater, and because inverse floaters essentially represent a
leveraged investment in a long-term bond, the value of an inverse floater is generally more volatile than that of a conventional
fixed-rate municipal bond having similar credit quality, redemption provisions and maturity. Inverse floaters may have interest
rate adjustment formulas which generally reduce or eliminate the interest paid to a Fund when short-term interest rates rise,
and increase the interest paid to a Fund when short-term interest rates fall. The value of inverse floaters also tends to
fall faster than the value of fixed rate municipal bonds when interest rates rise, and conversely, their value tends to rise
more rapidly when interest rates fall. Inverse floaters have varying degrees of liquidity, and the market for these securities
is relatively volatile. Inverse floaters tend to underperform the market for fixed rate municipal bonds in a rising long-term
interest rate environment, but tend to outperform that market when long-term interest rates decline.
An investment in inverse floaters may involve greater risk than an investment in a fixed-rate municipal security. All inverse
floaters entail some degree of leverage. The interest rate on inverse floaters varies inversely at a pre-set multiple of the
change in short-term rates. An inverse floater that has a higher multiple, and therefore more leverage, will be more volatile
with respect to both price and income than an inverse floater with a lower degree of leverage or than the underlying security.
The markets for inverse floating rate securities may be less developed and have less liquidity than the markets for conventional
securities.
Under applicable financial accounting standards, inverse floater transactions in which the Fund has transferred a municipal
security it owned to a trust are considered a form of secured borrowing for financial reporting purposes, requiring expenses
and income to be shown in gross amount on the statement of operations. This increases a fund's overall expense ratio. This
accounting treatment does not apply to any inverse floaters acquired by the Fund that were created by a third-party's transfer
of a municipal security to the issuing trust.
Futures and Options Contracts
In General.
A futures transaction involves a firm agreement to buy or sell a commodity or financial instrument at a particular price
on a specified future date, while an option transaction generally involves a right, which may or may not be exercised, to
buy or sell a commodity or financial instrument at a particular price on a specified future date. Futures contracts and options
are standardized and exchange-traded, where the exchange serves as the ultimate counterparty for all contracts. Consequently,
the primary credit risk on futures contracts is the creditworthiness of the exchange. Futures contracts, however, are subject
to market risk (i.e., exposure to adverse price changes).
Initially, when purchasing or selling futures contracts, the Fund will be required to deposit with the Fund's custodian in
the broker's name or with the broker as required an amount of cash or cash equivalents. This amount is subject to change by
the exchange or board of trade on which the contract is traded, and members of such exchange or board of trade may impose
their own higher requirements. This amount is known as "initial margin" and is in the nature of a performance bond or good
faith deposit on the contract that is returned to the Fund upon termination of the futures position, assuming all contractual
obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily
as the price of the index or securities underlying the futures contract fluctuates, making the long and short positions in
the futures contract more or less valuable. At any time prior to the expiration of a futures contract, a Fund may elect to
close the position by taking an opposite position, at the then prevailing price, thereby terminating its existing position
in the contract.
Although a Fund intends to purchase or sell futures contracts only if there is an active market for such contracts, no assurance
can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the
daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading
may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several
consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially
subjecting a Fund to substantial losses. If it is not possible, or a Fund determines not to close a futures position in anticipation
of adverse price movements, the Fund will be required to make daily cash payments of variation margin.
An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price
at any time during the option exercise period. The writer (i.e., seller) of the option is required upon exercise to assume
an offsetting futures position (a short position if the option is a call and a long position if the option is a put). Upon
exercise of the option, the assumption of offsetting futures positions by both the writer and the holder of the option will
be accompanied by delivery of the accumulated cash balance in the writer's futures margin account in the amount by which the
market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put)
the exercise price of the option on the futures contract. The potential loss related to the purchase of options on futures
contracts is limited to the premium paid for the option (plus transaction costs). Because the value of the option is fixed
at the time of sale, there are no daily cash payments to reflect changes in the value of the underlying contract; however,
the value of the option may change daily, and that change would be reflected in the net asset value ("NAV") of the Fund.
A Fund may trade futures contracts and options on futures contracts in U.S. domestic markets, such as the Chicago Board of
Trade and the International Monetary Market of the Chicago Mercantile Exchange. Pursuant to regulations and/or published positions
of the SEC, a Fund may be required to segregate cash or high-quality money-market instruments in connection with its futures
transactions in an amount generally equal to the entire value of the underlying security.
Each Fund has claimed an exclusion from the definition of "commodity pool operator" ("CPO") under the Commodity Exchange Act
of 1936, as amended ("CEA") pursuant to Rule 4.5. The Adviser is currently not subject to registration as a CPO with respect
to the Fund. If the Fund is no longer able to rely on the exclusion, the Adviser would be required to register as a CPO with
respect to the Fund with the Commodity Futures Trading Commission ("CFTC"), and therefore, be subject to regulation as a CPO
under the CEA.
A Fund may engage in futures contracts sales to maintain the income advantage from continued holding of a long-term security
while endeavoring to avoid part or all of the loss in market value that would otherwise accompany a decline in long-term security
prices. If, however, securities prices rise, a Fund would realize a loss in closing out its futures contract sales that would
offset any increases in prices of the long-term securities they hold.
Another risk in employing futures contracts and options thereon to protect against cash market price volatility is the possibility
that futures prices will correlate imperfectly with the behavior of the prices of the securities in such portfolio (the portfolio
securities will not be identical to the debt instruments underlying the futures contracts).
Options Trading.
Options on individual securities or options on indices of securities may be purchased or sold. The purchaser of an option
risks a total loss of the premium paid for the option if the price of the underlying security does not increase or decrease
sufficiently to justify the exercise of such option. The seller of an option, on the other hand, will recognize the premium
as income if the option expires unrecognized but foregoes any capital appreciation in excess of the exercise price in the
case of a call option and may be required to pay a price in excess of current market value in the case of a put option.
A call option for a particular security gives the purchaser of the option the right to buy, and a writer the obligation to
sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of
the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under
the option contract. A put option for a particular security gives the purchaser the right to sell, and the writer the option
to buy, the security at the stated exercise price at any time prior to the expiration date of the option, regardless of the
market price of the security.
A Fund will write call options only if they are "covered." In the case of a call option on a security or currency, the option
is "covered" if a Fund owns the instrument underlying the call or has an absolute and immediate right to acquire that instrument
without additional cash consideration (or, if additional cash consideration is required, cash, U.S. Government securities
or other liquid high-grade debt obligations, in such amount are held in a segregated account by such Fund's custodian) upon
conversion or exchange of other securities held by it. For a call option on an index, the option is covered if a Fund maintains
with its custodian a diversified portfolio of securities comprising the index or liquid assets equal to the contract value.
A call option is also covered if a Fund holds an offsetting call on the same instrument or index as the call written. A Fund
will write put options only if they are "secured" by liquid assets maintained in a segregated account by the Fund's custodian
in an amount not less than the exercise price of the option at all times during the option period.
A Fund may buy put and call options and write covered call and secured put options. Options trading is a highly specialized
activity which entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments,
and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in
the underlying instruments themselves. Purchasing options is a specialized investment technique that entails a substantial
risk of a complete loss of the amounts paid as premiums to the writer of the option. If the adviser is incorrect in its forecast
of market value or other factors when writing options, the Fund would be in a worse position than it would have been had if
it had not written the option. If a Fund wishes to sell an underlying instrument (in the case of a covered call option) or
liquidate assets in a segregated account (in the case of a secured put option), the Fund must purchase an offsetting option
if available, thereby incurring additional transactions costs.
Below is a description of some of the types of futures and options in which the Funds may invest.
Stock Index Options
. A Fund may purchase and write (i.e., sell) put and call options on stock indices only as a substitute for comparable market
positions in the underlying securities. A stock index fluctuates with changes of the market values of the stocks included
in the index. The effectiveness of purchasing or writing stock index options will depend upon the extent to which price movements
of the securities in a Fund's portfolio correlate with price movements of the stock index selected. Because the value of an
index option depends upon movements in the level of the index rather than the price of a particular stock, whether a Fund
will realize a gain or loss from purchasing or writing stock index options depends upon movements in the level of stock prices
in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements
in the price of particular stock. When a Fund writes an option on a stock index, such Funds will place in a segregated account
with the Fund's custodian cash or liquid securities in an amount at least equal to the market value of the underlying stock
index and will maintain the account while the option is open or otherwise will cover the transaction.
Stock Index Futures and Options on Stock Index Futures
. A Fund may invest in stock index futures and options on stock index futures only as a substitute for a comparable market
position in the underlying securities. A stock index future obligates the seller to deliver (and the purchaser to take), effectively,
an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the
close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying
stocks in the index is made. With respect to stock indices that are permitted investments, each Fund intends to purchase and
sell futures contracts on the stock index for which it can obtain the best price with consideration also given to liquidity.
Foreign Currency Futures Contracts
. A Fund may invest in foreign currency futures contracts which entail the same risks as other futures contracts as described
above, but have the additional risks associated with international investing (see "Foreign Obligations and Securities" below).
Similar to other futures contracts, a foreign currency futures contract is an agreement for the future delivery of a specified
currency at a specified time and at a specified price that will be secured by margin deposits, is regulated by the Commodity
Futures Trading Commission ("CFTC") and is traded on designated exchanges. A Fund will incur brokerage fees when it purchases
and sells futures contracts.
To the extent that a Fund may invest in securities denominated in currencies other than the U.S. dollar and may temporarily
hold funds in bank deposits or other money market investments denominated in foreign currencies, it may be affected favorably
or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar. The
rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign
exchange markets. The international balance of payments and other economic and financial conditions, government intervention,
speculation and other factors affect these forces.
If a fall in exchange rates for a particular currency is anticipated, a Fund may sell a foreign currency futures contract
as a hedge. If it is anticipated that exchange rates will rise, a Fund may purchase a foreign currency futures contract to
protect against an increase in the price of securities denominated in a particular currency the Fund intends to purchase.
These foreign currency futures contracts will be used only as a hedge against anticipated currency rate changes. Although
such contracts are intended to minimize the risk of loss due to a decline in the value of the hedged currency, at the same
time, they tend to limit any potential gain which might result should the value of such currency increase.
The use of foreign currency futures contracts involves the risk of imperfect correlation between movements in futures prices
and movements in the price of currencies which are the subject of the hedge. The successful use of foreign currency futures
contracts also depends on the ability of the adviser to correctly forecast interest rate movements, currency rate movements
and general stock market price movements. There can be no assurance that the adviser's judgment will be accurate. The use
of foreign currency futures contracts also exposes a Fund to the general risks of investing in futures contracts, including:
the risk of an illiquid market for the foreign currency futures contracts and the risk of adverse regulatory actions. Any
of these events may cause a Fund to be unable to hedge its currency risks, and may cause a Fund to lose money on its investments
in foreign currency futures contracts.
Interest Rate Futures Contracts and Options on Interest Rate Futures Contracts
. A Fund may invest in interest rate futures contracts and options on interest rate futures contracts as a substitute for
a comparable market position in the underlying securities. The Fund may also sell options on interest rate futures contracts
as part of closing purchase transactions to terminate its options positions. No assurance can be given that such closing transactions
can be effected or as to the degree of correlation between price movements in the options on interest rate futures and price
movements in the Fund's portfolio securities which are the subject of the transaction.
Future Developments
. A Fund may take advantage of opportunities in the areas of options and futures contracts and options on futures contracts
and any other derivative investments which are not presently contemplated for use by the Fund or which are not currently available
but which may be developed, to the extent such opportunities are both consistent with a Fund's investment objective and legally
permissible for the Fund.
Swap Agreements and Swaptions
Credit Default Swap Agreements
. A Fund may enter into credit default swap agreements, which may have as reference obligations one or more securities or
a basket of securities that are or are not currently held by a Fund. The protection "buyer" in a credit default swap agreement
is generally obligated to pay the protection "seller" an upfront or a periodic stream of payments over the term of the contract
provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller
generally must pay the buyer the "par value" (full notional value) of the swap in exchange for an equal face amount of deliverable
obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount,
if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If a Fund is a buyer and no credit
event occurs, a Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs,
the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable
obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an
upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller,
a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject
to investment exposure on the notional amount of the swap.
Equity Swaps
. A Fund may engage in equity swaps. Equity swaps allow the parties to the swap agreement to exchange components of return
on one equity investment (e.g., a basket of equity securities or an index) for a component of return on another non-equity
or equity investment, including an exchange of differential rates of return. Equity swaps may be used to invest in a market
without owning or taking physical custody of securities in circumstances where direct investment may be restricted for legal
reasons or is otherwise impractical. Equity swaps also may be used for other purposes, such as hedging or seeking to increase
total return.
The values of equity swaps can be very volatile. To the extent that the adviser does not accurately analyze and predict the
potential relative fluctuation on the components swapped with the other party, a Fund may suffer a loss. The value of some
components of an equity swap (such as the dividend on a common stock) may also be sensitive to changes in interest rates.
Furthermore, during the period a swap is outstanding, a Fund may suffer a loss if the counterparty defaults.
Total Return Swap Agreements
. Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on
the change in market value of the assets underlying the contract, which may include a specified security, basket of securities
or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate
or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security
or market without owning or taking physical custody of such security or investing directly in such market. Total return swap
agreements may effectively add leverage to a Fund's portfolio because, in addition to its total net assets, a Fund would be
subject to investment exposure on the notional amount of the swap.
Total return swap agreements are subject to the risk that a counterparty will default on its payment obligations to a Fund
thereunder, and conversely, that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will
enter into total return swaps on a net basis (i.e., the two payment streams are netted against one another with a Fund receiving
or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of a Fund's
obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of
liquid assets having an aggregate net asset value at least equal to the accrued excess will be segregated by a Fund. If the
total return swap transaction is entered into on other than a net basis, the full amount of a Fund's obligations will be accrued
on a daily basis, and the full amount of a Fund's obligations will be segregated by a Fund in an amount equal to or greater
than the market value of the liabilities under the total return swap agreement or the amount it would have cost a Fund initially
to make an equivalent direct investment, plus or minus any amount a Fund is obligated to pay or is to receive under the total
return swap agreement.
Variance, Volatility and Correlation Swap Agreements
. Variance and volatility swaps are contracts that provide exposure to increases or decreases in the volatility of certain
referenced assets. Correlation swaps are contracts that provide exposure to increases or decreases in the correlation between
the prices of different assets or different market rates.
PERMITTED INVESTMENT ACTIVITIES AND CERTAIN ASSOCIATED RISKS
Set forth below are descriptions of permitted investment activities for the Funds and certain of their associated risks. The
activities are organized into various categories. To the extent that an activity overlaps two or more categories, the activity
is referenced only once in this section. Not all of the Funds participate in all of the investment activities described below.
In addition, with respect to any particular Fund, to the extent that an investment activity is described in such Fund's Prospectus
as being part of its principal investment strategy, the information provided below regarding such investment activity is intended
to supplement, but not supersede, the information contained in the Prospectus, and the Fund may engage in such investment
activity in accordance with the limitations set forth in the Prospectus. To the extent an investment activity is described
in this SAI that is not referenced in the Prospectus, a Fund under normal circumstances will not engage in such investment
activity with more than 15% of its assets unless otherwise specified below. Unless otherwise noted or required by applicable
law, the percentage limitations included in this SAI apply at the time of purchase of a security.
For purposes of monitoring the investment policies and restrictions of the Funds (with the exception of the loans of portfolio
securities policy described below), the amount of any securities lending collateral held by a Fund will be excluded in calculating
total assets.
DEBT SECURITIES
Asset-Backed Securities
Asset-backed securities are securities that are secured or "backed" by pools of various types of assets on which cash payments
are due at fixed intervals over set periods of time. Asset-backed securities are created in a process called securitization.
In a securitization transaction, an originator of loans or an owner of accounts receivable of a certain type of asset class
sells such underlying assets in a "true sale" to a special purpose entity, so that there is no recourse to such originator
or owner. Payments of principal and interest on asset-backed securities typically are tied to payments made on the pool of
underlying assets in the related securitization. Such payments on the underlying assets are effectively "passed through" to
the asset-backed security holders on a monthly or other regular, periodic basis. The level of seniority of a particular asset-backed
security will determine the priority in which the holder of such asset-backed security is paid, relative to other security
holders and parties in such securitization. Examples of underlying assets include consumer loans or receivables, home equity
loans, automobile loans or leases, and timeshares, although other types of receivables or assets also may be used as underlying
assets.
While asset-backed securities typically have a fixed, stated maturity date, low prevailing interest rates may lead to an increase
in the prepayments made on the underlying assets. This may cause the outstanding balances due on the underlying assets to
be paid down more rapidly. As a result, a decrease in the originally anticipated interest from such underlying securities
may occur, causing the asset-backed securities to pay-down in whole or in part prior to their original stated maturity date.
Prepayment proceeds would then have to be reinvested at the lower prevailing interest rates. Conversely, prepayments on the
underlying assets may be less than anticipated, causing an extension in the duration of the asset-backed securities.
Delinquencies or losses that exceed the anticipated amounts for a given securitization could adversely impact the payments
made on the related asset-backed securities. This is a reason why, as part of a securitization, asset-backed securities are
often accompanied by some form of credit enhancement, such as a guaranty, insurance policy, or subordination. Credit protection
in the form of derivative contracts may also be purchased. In certain securitization transactions, insurance, credit protection,
or both may be purchased with respect to only the most senior classes of asset-backed securities, on the underlying collateral
pool, or both. The extent and type of credit enhancement varies across securitization transactions.
In addition to the normal risks associated with debt securities discussed elsewhere in this SAI and the Prospectus(es), asset-backed
securities carry additional risks including, but not limited to, the possibility that (i) the pace of payments on underlying
assets may be faster or slower than anticipated or payments may be in default; (ii) the creditworthiness of the credit support
provider may deteriorate; and (iii) such securities may become less liquid or harder to value as a result of market conditions
or other circumstances.
Bank Obligations
Bank obligations include certificates of deposit, time deposits, bankers' acceptances and other short-term obligations of
domestic banks, foreign subsidiaries of domestic banks, foreign branches of domestic banks, domestic and foreign branches
of foreign banks, domestic savings and loan associations and other banking institutions. With respect to such obligations
issued by foreign branches of domestic banks, foreign subsidiaries of domestic banks, and domestic and foreign branches of
foreign banks, a Fund may be subject to additional investment risks that are different in some respects from those incurred
by a Fund that invests only in debt obligations of domestic issuers. Such risks include possible future political, regulatory
or economic developments, the possible imposition of foreign withholding and other taxes (at potentially confiscatory levels)
on amounts realized on such obligations, the possible establishment of exchange controls or the adoption of other foreign
governmental restrictions that might adversely affect the payment of principal and interest on these obligations and the possible
seizure or nationalization of foreign deposits. In addition, foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements and to different regulatory, accounting, auditing, reporting and recordkeeping standards
than those applicable to domestic branches of U.S. banks.
Certificates of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for
a specified period of time.
Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest
rate. Time deposits that may be held by a Fund will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance Corporation ("FDIC"). Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation
both of the bank and of the drawer to pay the face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations, bearing fixed, floating or variable interest rates.
Collateralized Debt Obligations
Collateralized debt obligations ("CDOs") are composed of two main categories: cash and synthetic. Cash CDOs are further sub-divided
into the following two types: cash flow and market value. The two structures differ from each other in the manner by which
cash flow is generated to pay the security holders, the manner in which the structure is credit-enhanced, and how the pool
of underlying collateral is managed. Cash flow CDOs are backed, or "collateralized," by a pool of high-yield bonds or loans,
which pay principal and interest on a regular basis. Credit enhancement is achieved by having multiple classes of securities.
The most senior/highest-rated class will be the last to be affected by any interruption of cash flow from the underlying assets.
In a cash flow CDO, the collateral manager endeavors to maintain a minimum level of diversification and weighted average rating
among the underlying assets in an effort to keep severity of loss low. In a market value CDO, classes of securities receive
payments based on the mark-to-market returns on the underlying collateral. Credit enhancement is achieved by specific overcollateralization
levels in the form of advance rates assigned to each underlying collateral asset. Because principal and interest payments
on the securities come from collateral cash flows and sales of collateral, which the collateral manager monitors, returns
on a market value CDO are substantially related to the collateral manager's performance.
Certain products that are similar in structure to CDOs include collateralized loan obligations ("CLOs") and collateralized
bond obligations ("CBOs"). Similar to CDOs, CLOs are structured such that each CDO and CLO typically has a foreign issuer,
which is generally a special purpose vehicle, and a domestic co-issuer. Certain securities, such as notes, issued in a particular
CDO or CLO are generally co-issued by the foreign issuer and the co-issuer, and are rated by one or more Nationally Recognized
Statistical Ratings Organization (each, a "NRSRO"). Other securities, such as preference shares, preferred shares, or subordinated
notes, issued in a particular CDO or CLO are generally issued only by the foreign issuer and are not rated by any NRSROs.
Securities issued in CBOs, too, are issued by foreign issuers or other separate legal entities.
CDOs, CLOs, and CBOs are typically collateralized by a pool of loans. These underlying loans may include pools of other securities.
Generally, CDOs and CLOs have collateral quality tests and eligibility criteria that must be satisfied before a security may
be selected as collateral for the CDO or CLO. The collateral selected for a particular CDO depends on both the sector of securities
the CDO's collateral manager wants to manage, as well as the objectives of the CDO itself. For example, a trust preferred
CDO is generally collateralized by combination of some or all of the following types of securities: trust preferred securities
issued by trust subsidiaries of bank holding companies or of insurance holding companies; subordinated notes issued by banks,
thrifts, or other depository institutions, or by holding companies of insurance companies; surplus notes issued by insurance
companies; or senior securities issued by holding companies of one or more insurance companies or insurance intermediaries.
In contrast, an ABS CDO has as its collateral various concentrations of different types of asset-backed securities. Securities
issued in CLOs generally are backed by portfolios of primarily leveraged loans and high yield bonds. Typically, securities
issued in CBOs are backed by a diversified pool of high risk, below investment grade fixed income securities. In addition
to the foregoing, a particular CDO, CLO, or CBO may have as its collateral, among others, domestic and foreign senior secured
loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or
may be the unrated equivalent of such loans.
Similar to asset-backed securities, payments are made on CDO, CLO, and CBO securities in order of their seniority among other
classes of securities issued from the same issuing entity. Also, similar to securitization transactions, fees, including administrative
expenses, are generally paid to various parties in the CDO prior to payments being made on the CDO securities. Generally,
CDOs and CLOs will pay certain management fees to the collateral manager. Unlike securitizations, securities issued in CDOs,
CLOs, and CBOs generally have quarterly, rather than monthly, payment dates.
CDOs, CLOs and CBOs are privately offered and sold, and are not publicly registered with the SEC. As a result, CDO, CLO, and
CBO securities may be characterized as being illiquid. However, an active dealer market may exist for such securities, thereby
allowing such securities to qualify for an exemption from registration under Rule 144A of the Securities Act of 1933, as amended
Classes, or "tranches," of CDO, CLO and CBO securities vary in level of risk and yield. The most junior tranche is generally
the tranche that bears the highest level of risk, but also generally bears the highest rate of return. This is because tranches
bear losses in the reverse order of their seniority with respect to one another. For this reason, the most junior tranche
is the tranche that bears losses first from the defaults on the underlying collateral. Because the more junior tranches absorb
losses prior to the more senior tranches, the most subordinate tranches serve to protect the more senior tranches from default
in all but the most severe circumstances. Due to this type of protection from losses, a senior CDO, CLO, or CBO tranche generally
bears the lowest risk, and has a smaller coupon, corresponding lower yield, and higher rating from nationally recognized statistical
ratings organizations than tranches of more junior securities. Despite the protection the most subordinated tranches provide,
CDO, CLO, or CBO tranches can experience substantial losses due to the rate of actual defaults on the underlying collateral.
The type of collateral used as underlying securities in a particular CDO, CLO, or CBO therefore may substantially impact the
risk associated with purchasing the securities such CDO, CLO, or CBO issues. Other factors that may influence the value or
yield or return on a CDO, CLO, or CBO security include the disappearance of tranches from a particular issuance in reverse
order of seniority, as such tranches would otherwise have protected the more senior tranches from losses, market anticipation
of defaults, and loss of investor appetite for CDO, CLO and CBO securities generally.
In addition to the risks generally associated with debt securities, including asset-backed securities and derivatives, discussed
elsewhere in this SAI and the Prospectus(es), CDOs, CLOs, and CBOs each carry additional risks including, but not limited
to the possibility that (i) distributions from the underlying collateral securities will be inadequate to make interest or
principal payments on the related CDO, CLO, or CBO securities; (ii) for collateral that has NRSRO ratings, such ratings may
be downgraded; and (iii) the CDOs, CLOs, or CBOs may themselves purchase as underlying collateral securities issued by other
CDOs.
Commercial Paper
Commercial paper (including variable amount master demand notes, see "Floating and Variable Rate Obligations" below), refers
to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually
sold on a discount basis and typically has a maturity at the time of issuance not exceeding nine months. Variable amount master
demand notes are demand obligations which permit the investment of fluctuating amounts at varying market rates of interest
pursuant to arrangements between the issuer and a commercial bank acting as agent for the payee of such notes whereby both
parties have the right to vary the amount of the outstanding indebtedness on the notes.
Asset-Backed Commercial Paper
. Securities that are issued from commercial paper conduits are called asset-backed commercial paper securities. Credit support
for such securities falls into two categories: liquidity protection and protection against ultimate default under the underlying
assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets,
to ensure that scheduled payments on the securities or underlying pool are made in a timely fashion. Protection against ultimate
default ensures payment on at least a portion of the assets in the pool. This protection may be provided through guarantees,
insurance policies or letters of credit obtained from third parties, through various means of structuring the transaction,
such as by issuing senior and subordinated instruments or through a combination of these approaches. The degree of credit
support provided on each issue is based generally on historical information relating to the level of credit risk associated
with the payments. Delinquency or loss that exceeds the anticipated amount or a downgrade or loss of credit support could
adversely impact the value of or return on an investment in an asset-backed commercial paper security.
Commercial paper is also subject to the risks generally associated with debt securities discussed elsewhere in this SAI and
the Prospectus(es).
Convertible Securities
A convertible security is generally a debt obligation or preferred stock that may be converted within a specified period of
time into a certain amount of common stock of the same or a different issuer. A convertible security provides a fixed-income
stream and the opportunity, through its conversion feature, to participate in the capital appreciation resulting from a market
price advance in its underlying common stock. As with a straight fixed-income security, a convertible security tends to increase
in market value when interest rates decline and decrease in value when interest rates rise. Like a common stock, the value
of a convertible security also tends to increase as the market value of the underlying stock rises, and it tends to decrease
as the market value of the underlying stock declines. Because its value can be influenced by both interest-rate and market
movements, a convertible security tends not to be as sensitive to interest rates as a similar fixed-income security, and tends
not to be as sensitive to changes in share price as its underlying stock.
Investing in convertible securities is subject to certain risks in addition to those generally associated with debt securities
discussed elsewhere in this SAI and the Prospectus(es). Certain convertible securities, particularly securities that are convertible
into securities of an issuer other than the issuer of the convertible security, may be or become illiquid and, therefore,
may be more difficult to resell in a timely fashion or for a fair price, which could result in investment losses.
The creditworthiness of the issuer of a convertible security is important because the holder of a convertible security will
have recourse only to the issuer. In addition, a convertible security may be subject to conversion or redemption by the issuer,
but only after a specified date and under circumstances established at the time the security is issued. This feature may require
a holder to convert the security into the underlying common stock, even if the value of the underlying common stock has declined
substantially. In addition, companies that issue convertible securities frequently are small- and mid-capitalization companies
and, accordingly, carry the risks associated with investments in such companies.
While the Funds use the same criteria to evaluate the credit quality of a convertible debt security that they would use for
a more conventional debt security, a convertible preferred stock is treated like a preferred stock for a Fund's credit evaluation,
as well as financial reporting and investment limitation purposes. Preferred stock is subordinated to all debt obligations
in the event of insolvency, and an issuer's failure to make a dividend payment is generally not an event of default entitling
the preferred shareholders to take action. Preferred stock generally has no maturity date, so its market value is dependent
on the issuer's business prospects for an indefinite period of time. In addition, distributions on preferred stock generally
are taxable as dividend income, rather than interest payments, for federal income tax purposes.
Corporate Debt Securities
Certain of the debt instruments purchased by the Funds may be interest-bearing securities issued by a company, called corporate
debt securities. The issuer of a corporate debt security has a contractual obligation to pay interest at a stated rate on
specific dates and to repay principal periodically or on a specified maturity date. An issuer may have the right to redeem
or "call" a corporate debt security before maturity, in which case the investor may have to reinvest the proceeds at lower
market rates. The value of fixed-rate corporate debt securities will tend to fall when interest rates rise and rise when interest
rates fall. The value of "floating-rate" or "variable-rate" corporate debt securities, on the other hand, fluctuate much less
in response to market interest rate movements than the value of fixed-rate securities. Corporate debt securities may be senior
or subordinated obligations. Senior obligations generally have the first claim on a corporation's earnings and assets and,
in the event of liquidation, are paid before subordinated debt. Corporate debt securities may be unsecured (backed only by
the issuer's general creditworthiness) or secured (also backed by specified collateral).
Investors should be aware that even though interest-bearing securities are investments which promise a stable stream of income,
the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk
of market price fluctuations. Longer-term securities are affected to a greater extent by interest rates than shorter-term
securities. The values of fixed-income corporate debt securities also may be affected by changes in the credit rating or financial
condition of the issuing entities. Certain corporate debt securities that may be purchased by the Fund, such as those rated
"Baa" or lower by Moody's Investors Service, Inc. ("Moody's") and "BBB" or lower by Standard & Poor's Rating Group ("S&P")
tend to be subject to greater issuer credit risk, to greater market fluctuations and pricing uncertainty, and to less liquidity
than lower yielding, higherrated fixed-income securities. If a security held by a Fund is downgraded, such Fund may continue
to hold the security until such time as the adviser determines it to be advantageous for the Fund to sell the security. The
ratings of S&P, Fitch and Moody's are more fully described in the section entitled Credit Ratings. Investing in corporate
debt securities is subject to certain risks including, among others, credit and interest rate risk, as more fully described
in the Prospectus(es).
Dollar Roll Transactions
Dollar roll transactions are transactions wherein a Fund sells fixed-income securities, typically mortgage-backed securities,and
makes a commitment to purchase similar, but not identical, securities at a later date from the same party. Like a forward
commitment, during the roll period no payment is made for the securities purchased and no interest or principal payments on
the security accrue to the purchaser, but the Fund assumes the risk of ownership. A Fund is compensated for entering into
dollar roll transactions by the difference between the current sales price and the forward price for the future purchase,
as well as by the interest earned on the cash proceeds of the initial sale. Like other when-issued securities or firm commitment
agreements, dollar roll transactions involve the risk that the market value of the securities sold by a Fund may decline below
the price at which the Fund is committed to purchase similar securities. In the event the buyer of securities from a Fund
under a dollar roll transaction becomes insolvent, the Fund's use of the proceeds of the transaction may be restricted pending
a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the
securities. A Fund will engage in dollar roll transactions for the purpose of acquiring securities for its portfolio and not
for investment leverage.
Fixed-Income Securities
A fixed-income security is an interest-bearing security issued by a company or governmental unit. The issuer of a fixed-income
security has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the fixed-income
security's face value) periodically or on a specified maturity date. An issuer may have the right to redeem or "call" a fixed-income
security before maturity, in which case the investor may have to reinvest the proceeds at lower market rates. The value of
fixed-rate fixed-income securities will tend to fall when interest rates rise and rise when interest rates fall. The value
of "floating-rate" or "variable-rate" fixed-income securities, on the other hand, fluctuate much less in response to market
interest-rate movements than the value of fixed-rate fixed-income securities. Fixed-income securities may be senior or subordinated
obligations. Senior obligations generally have the first claim on a corporation's earnings and assets and, in the event of
liquidation, are paid before subordinated debt. Fixed-income securities may be unsecured (backed only by the issuer's general
creditworthiness) or secured (also backed by specified collateral).
Fixed-Income securities are interest-bearing investments which promise a stable stream of income; however, the prices of such
securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations.
Longer-term securities are affected to a greater extent by interest rates than shorter-term securities. The values of fixed-income
securities also may be affected by changes in the credit rating or financial condition of the issuing entities. Certain securities
that may be purchased by the Fund, such as those rated "Baa" or lower by Moody's Investors Service, Inc. ("Moody's") and "BBB"
or lower by Standard & Poor's Rating Group ("S&P") and Fitch Investors Service, Inc. ("Fitch") tend to be subject to greater
issuer credit, risk to greater market fluctuations and pricing uncertainty, and to less liquidity than lower yielding, higher-rated
fixed-income securities. If a security held by a Fund is downgraded, such Fund may continue to hold the security until such
time as the adviser determines it to be advantageous for the Fund to sell the security. The ratings of Fitch, Moody's and
S&P are more fully described in the section entitled Credit Ratings. Investing in fixed-income securities is subject to certain
risks including, among others, credit and interest rate risk, as more fully described in the Prospectus(es).
Floating- and Variable-Rate Obligations
Floating- and variable-rate obligations include obligations such as demand notes and bonds. Variable-rate demand notes include
master demand notes that are obligations that permit a Fund to invest fluctuating amounts, which may change daily without
penalty, pursuant to direct arrangements between the Fund, as lender, and the borrower. The interest rate on a floating-rate
demand obligation is based on a referenced lending rate, such as a bank's prime rate, and is adjusted automatically each time
such rate is adjusted. The interest rate on a variable-rate demand obligation is adjusted automatically at specified intervals.
The issuer of such obligations ordinarily has a right, after a given period, to prepay at its discretion the outstanding principal
amount of the obligations plus accrued interest upon a specified number of days notice to the holders of such obligations.
Frequently, such obligations are secured by letters of credit or other credit support arrangements provided by banks. Such
features often include unconditional and irrevocable letters of credit that are issued by a third party, usually a bank, savings
and loan association or insurance company which assumes the obligation for payment of principal and interest in the event
of default by the issuer. Letters of credit are designed to enhance liquidity and ensure repayment of principal and any accrued
interest if the underlying variable-rate demand obligation should default. Some variable rate obligations feature other credit
enhancements, such as standby bond purchase agreements ("SBPAs"). An SBPA can feature a liquidity facility that is designed
to provide funding for the purchase price of variable rate obligations that are unable to be successfully remarketed for resale.
The liquidity facility provider is obligated solely to advance funds for the purchase of tendered variable rate bonds that
fail to be remarketed and does not guarantee the repayment of principal or interest. The liquidity facility provider's obligations
under the SBPA are subject to conditions, including the continued creditworthiness of the underlying borrower or issuer, and
the facility may terminate upon the occurrence of certain events of default or at the expiration of its term. In addition,
a liquidity facility provider may be unable or unwilling to perform its obligations. A Fund may be unable to timely dispose
of a variable rate obligation if the underlying issuer defaults and the letter of credit or liquidity facility provider is
unable or unwilling to perform its obligations or the facility otherwise terminates and a successor letter of credit or liquidity
provider is not immediately obtained. The potential adverse impact to a Fund resulting from the inability of a letter of credit
or liquidity facility provider to meet its obligations could be magnified to the extent the provider also furnishes credit
support for other variable-rate obligations held by the Fund.
There generally is no established secondary market for certain variable-rate obligations, such as those not supported by letters
of credit, SBPAs or other credit support arrangements, because they are direct lending arrangements between the lender and
borrower. Accordingly, where these obligations are not secured by letters of credit, SBPAs or other credit support arrangements,
a Fund is dependent on the ability of the borrower to pay principal and interest on demand. Such obligations frequently are
not rated by credit rating agencies and a Fund may invest in obligations which are not so rated only if the adviser determines
that at the time of investment the obligations are of comparable quality to the other obligations in which such Fund may invest.
The adviser, on behalf of a Fund, monitors the creditworthiness of the issuers of the floating- and variable-rate demand obligations
in such Fund's portfolio. Floating- and variable-rate instruments are subject to interest-rate and credit risks and other
risks generally associated with debt securities. The floating- and variable-rate instruments that the Funds may purchase include
certificates of participation in such instruments.
Guaranteed Investment Contracts
The Funds may invest in guaranteed investment contracts ("GICs") issued by insurance companies. Pursuant to such
High Yield Securities
Each Fund may invest in high-yield securities. The Total Return Bond Fund may not invest more than 5% of its net assets in
high yield securities.High yield securities (also known as "junk bonds") are debt securities that are rated below investment-grade,
are unrated and deemed by the adviser to be below investment-grade, or in default at the time of purchase. These securities
have a much greater risk of default (or in the case of bonds currently in default, of not returning principal) and tend to
be more volatile than higher-rated securities of similar maturity. The value of these debt securities can be affected by overall
economic conditions, interest rates, and the creditworthiness of the individual issuers. These securities tend to be less
liquid and more difficult to value than higher-rated securities.
The market values of certain high yield and comparable unrated securities tend to be more sensitive to individual corporate
developments and changes in economic conditions than investment-grade securities. In addition, issuers of high yield and comparable
unrated securities often are highly leveraged and may not have more traditional methods of financing available to them. Their
ability to service their debt obligations, especially during an economic downturn or during sustained periods of high interest
rates, may be impaired.
The risk of loss due to default by such issuers is significantly greater because high yield and comparable unrated securities
generally are unsecured and frequently are subordinated to senior indebtedness. A Fund may incur additional expenses to the
extent that it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings.
The existence of limited markets for high yield and comparable unrated securities may diminish the Fund's ability to: (i)
obtain accurate market quotations for purposes of valuing such securities and calculating its net asset value; and (ii) sell
the securities either to meet redemption requests or to respond to changes in the economy or in financial markets.
Insurance Funding Agreements
A Fund may invest in funding agreements issued by domestic insurance companies. Funding agreements are short-term,
Inflation-Protected Debt Securities
The Inflation-Protected Bond Fund invests primarily in, and the other Funds may invest in inflation-protected debt securities,
including Treasury Inflation-Protected Securities ("TIPS"). Inflation-protected debt securities are instruments whose principal
is indexed to a measure of inflation such as, for example, the Consumer Price Index.
A Fund's yield and return will reflect both any inflation adjustment to interest income and the inflation adjustment
Inflation-protected debt securities are subject to greater risk than traditional debt securities if interest rates rise in
a low inflation environment. Generally, the value of an inflation-protected debt security will fall when real interest rates
rise and will rise when real interest rates fall.
While these securities are expected to be protected from long term inflationary trends, short term increases in inflation
may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in
currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected
in the debt securities' inflationary measure. Income fluctuations associated with changes in market interest rates are expected
to be low; however, income fluctuations associated with changes in inflation are expected to be high. The value of inflation-indexed
bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship
between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation,
real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Inflation-indexed bonds, including
TIPS, decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates
are rising faster than nominal interest rates, inflation indexed bonds may experience greater losses than other fixed income
securities with similar durations.
For federal income tax purposes, both interest payments and the difference between original principal and the inflation-adjusted
principal of inflation-protected debt securities will be treated as interest income subject to taxation. Interest payments
are taxable when received or accrued. The inflation adjustment to principal is subject to tax in the year the adjustment is
made, not at maturity of the security when the cash from the repayment of principal is received.
Letters of Credit
Certain of the debt obligations (including certificates of participation, commercial paper and other short-term obligations)
which a Fund may purchase may be backed by an unconditional and irrevocable letter of credit of a bank, savings and loan association
or insurance company which assumes the obligation for payment of principal and interest in the event of default by the issuer.
Only banks, savings banks and insurance companies which, in the opinion of the adviser, are of comparable quality to issuers
of other permitted investments of the Fund, may be used for letter of credit-backed investments.
Loans
Loans in which a Fund may invest are subject generally to the same risks as debt securities in which the Fund may invest.
Loans in which a Fund invests may be made to finance highly leveraged corporate acquisitions. The highly leveraged capital
structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes in economic or
market conditions. Loans generally are subject to restrictions on transfer, and only limited opportunities may exist to sell
such participations in secondary markets. As a result, a Fund may be unable to sell loans at a time when it may otherwise
be desirable to do so or may be able to sell them only at a price that is less than their fair market value. Market bids may
be unavailable for loans from time to time; a Fund may find it difficult to establish a fair value for loans held by it. If
a Fund only acquires an assignment or a participation in a loan made by a third party, the Fund may not be able to control
the exercise of any remedies that the lender would have under the corporate loan. In addition, a Fund may have to rely on
the assignor(s) or participating institution(s) to demand and receive payments in respect of the loans, and to pay those amounts
on to the Fund; the Fund will be subject to the risk that the assignor(s) may be unwilling or unable to do so. Many loans
in which a Fund invests may be unrated, and the portfolio manager will be required to rely exclusively on its analysis of
the borrower in determining whether to acquire, or to continue to hold, a loan. In addition, under legal theories of lender
liability, a Fund potentially might be held liable as a co-lender.
Money Market Instruments
Investments in the following types of high-quality money market instruments are permitted: (i) U.S. Government obligations;
(ii) negotiable certificates of deposit, bankers' acceptances and fixed time deposits and other obligations of domestic banks
(including foreign branches) that have more than $1 billion in total assets at the time of investment and are members of the
Federal Reserve System or are examined by the Comptroller of the Currency or whose deposits are insured by the FDIC; (iii)
commercial paper; and (iv) repurchase agreements. A Fund also may invest in short-term U.S. dollar-denominated obligations
of foreign banks (including U.S. branches) that at the time of investment: (i) have more than $10 billion, or the equivalent
in other currencies, in total assets; and (ii) in the opinion of the adviser, are of comparable quality to obligations of
U.S. banks which may be purchased by the Funds.
Mortgage-Related Securities
Mortgage-Backed Securities
. Mortgage-backed securities, also called mortgage pass-through securities, are issued in securitizations (see "Asset-Backed
Securities" section) and represent interests in "pools" of underlying residential mortgage loans that serve as collateral
for such securities. Similar to asset-backed securities, the monthly payments made by the individual borrowers on the underlying
residential mortgage loans are effectively "passed through" to the mortgage-backed securities (net of administrative and other
fees paid to various parties) as monthly principal and interest payments.
The stated maturities of mortgage-backed securities may be shortened by unscheduled prepayments of principal on the underlying
mortgage loans, and the expected maturities may be extended in rising interest-rate environments. Therefore, it is not possible
to predict accurately the maturity of a particular mortgage-backed security. Variations in the maturities of mortgage-backed
securities will affect the yield of each such security and the portfolio as a whole. Rates of prepayment of principal on the
underlying mortgage loans in mortgage-backed securitizations that are faster than expected may expose the mortgage-backed
securities issued in such securitizations to a lower rate of return and require reinvestment of proceeds at lower prevailing
interest rates. Also, if a mortgage-backed security has been purchased at a premium, but is backed by underlying mortgage
loans that are subject to prepayment, if prepayments are made on such underlying collateral, then the value of the premium
effectively would be lost or reduced.
Like other fixed-income securities, when interest rates rise, the value of mortgage-backed securities generally will decline
and may decline more than other fixed-income securities as the expected maturity extends. Conversely, when interest rates
decline, the value of mortgage-backed securities having underlying collateral with prepayment features may not increase as
quickly as other fixed-income securities as the expected maturity shortens. Payment of principal and interest on some mortgage-backed
securities issued or guaranteed by a government agency (but not the market value of the securities themselves) is guaranteed
by a government association, such as the Government National Mortgage Association ("GNMA" or "Ginnie Mae"), or by a government-sponsored
entity, such as the Federal Home Loan Mortgage Corporation ("FHLMC" or "Freddie Mac") or Federal National Mortgage Association
("FNMA" or "Fannie Mae"). Unlike FHLMC and FNMA, which act as both issuers and guarantors of mortgage-backed securities, GNMA
only provides guarantees of mortgage-backed securities. Only GNMA guarantees are backed by the full faith and credit of the
U.S. Government. Mortgage-backed securities issued or guaranteed by FHLMC or FNMA are not backed by the full faith and credit
of the U.S. Government. FHLMC and FNMA are authorized to borrow money from the U.S. Treasury or the capital markets, but there
can be no assurance that they will be able to raise funds as needed or that their existing capital will be sufficient to satisfy
their guarantee obligations. Mortgage-backed securities created by private issuers (such as commercial banks, savings and
loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. Collateralized mortgage
obligations, commercial mortgage-backed securities, adjustable rate mortgage securities and mortgage participation certificates
are the primary types of mortgage-backed securities utilized by the Funds.
Collateralized Mortgage Obligations ("CMOs")
. CMOs are debt obligations that may be collateralized by whole mortgage loans but are more typically collateralized by portfolios
of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA. Each CMO is structured so that multiple classes of
securities are issued from such CMO, with each class bearing a different stated maturity. Payments of principal on the underlying
securities, including prepayments, are first "passed through" to investors holding the class of securities with the shortest
maturity; investors holding classes of securities with longer maturities receive payments on their securities only after the
more senior classes have been retired. A longer duration or greater sensitivity to interest rate fluctuations generally increases
the risk level of the CMO.
Commercial Mortgage-Backed Securities ("CMBS")
. CMBS are securities that are secured by mortgage loans on commercial real property. Many of the risks of investing in CMBS
reflect the risks of investing in the real estate securing the underlying mortgage loans, such as office buildings, hotels,
and shopping malls. These risks include the effects of local and other economic conditions on real estate markets, the ability
of tenants to make loan payments, and the ability of a commercial property to attract and retain tenants. While CMBS are sold
both in public transactions registered with the SEC and in private placement transactions, CMBS may be less liquid and exhibit
greater price volatility than other types of mortgage-backed or asset-backed securities.
Adjustable Rate Mortgage Securities ("ARMS")
. ARMS are securities that are secured by mortgage loans with adjustable interest rates and may be issued or guaranteed by
a government agency such as GNMA, by government-sponsored entities such as FNMA or FHLMC, or by a private issuer. The mortgage
loans underlying ARMS guaranteed by GNMA are typically federally insured by the Federal Housing Administration or guaranteed
by the Department of Veterans Affairs, whereas the mortgage loans underlying ARMS issued by FNMA or FHLMC are typically conventional
residential mortgages which are not so insured or guaranteed, but which conform to specific underwriting, size and maturity
standards.
ARMS are also offered by private issuers. These securities generally offer a higher rate of return in the form of interest
payments, but because they offer no direct or indirect governmental guarantees, they also involve greater credit and interest
rate risk. However, many private issuers or servicers of ARMS guarantee or provide private insurance for timely payment of
interest and principal. In addition, the Funds may purchase some mortgage-related securities through private placements that
are restricted as to further sale. The value of these securities may fluctuate more than that of other mortgage-related securities.
Mortgage Participation Certificates ("PCs")
. Mortgage PCs and guaranteed mortgage certificates ("GMCs") are both issued by the FHLMC. PCs resemble GNMA certificates
in that each PC represents a pro rata share of all interest and principal payments made and owed on an underlying pool of
mortgages. GMCs also represent a pro rata interest in a pool of mortgages, but pay interest semi-annually and return principal
once a year in guaranteed minimum payments. PCs and GMCs differ from bonds in that principal is paid back by the borrower
over the length of the loan rather than returned in a lump sum at maturity.
Other Mortgage-Backed Securities
. As new types of mortgage-backed securities are developed and offered to investors, the adviser will, consistent with each
Fund's investment objective, policies, restrictions and quality standards, consider making investments in such new types of
mortgage-backed securities.
Credit Risk
. Credit risk reflects the risk that a holder of mortgage-backed securities may not receive all or part of its principal because
the issuer, or any credit enhancer and/or the underlying mortgage borrowers have defaulted on their obligations. Credit risk
is increased for mortgage-backed securities that are subordinated to another security (i.e., if the holder of a mortgage-backed
security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The
more deeply subordinated the security, the greater the credit risk associated with the security will be. Mortgage-backed securities
issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, typically entail
greater credit risk than mortgage-backed securities guaranteed by a government association or government-sponsored enterprise.
The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those
institutions and the performance of the mortgage pool backing such securities. An unexpectedly high rate of defaults on mortgages
held by a mortgage pool may limit substantially the pool's ability to make payments of principal or interest to the holder
of such mortgage-backed
Interest Rate Risk
. The interest rates on mortgage loans underlying ARMS generally are readjusted at periodic intervals ranging from one year
or less to several years in response to changes in a predetermined, commonly recognized interest rate index. The adjustable
rate feature should reduce, but will not eliminate, price fluctuations in such securities resulting from actual or anticipated
fluctuations in market interest rates. The value of each Fund's ARMS may fluctuate to the extent interest rates on underlying
mortgages differ from prevailing market interest rates during periods between interest rate reset dates. Accordingly, investors
could experience some loss if they redeem their shares of the Funds or if the Funds sell these portfolio securities before
the interest rates on the underlying mortgages are adjusted to reflect prevailing market interest rates. The interest rates
on mortgages underlying other types of mortgage-backed securities generally do not reset at periodic intervals. Accordingly,
non-ARMS have greater exposure to interest rate risk than ARMS.
Municipal Bonds
Municipal bonds are debt obligations issued to obtain funds for various public purposes. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are typically, but not always, supported
by the municipality's general taxing authority, while revenue bonds are supported by the revenues from one or more particular
project or activity. Industrial development bonds are a specific type of revenue bond backed by the credit and security of
a private user. Certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds
to finance privately operated facilities. Under the Internal Revenue Code, certain revenue bonds are considered "private activity
bonds" and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative
minimum tax liability.
Certain of the municipal obligations held by the Funds may be insured as to the timely payment of principal and interest.
The insurance policies usually are obtained by the issuer of the municipal obligation at the time of its original issuance.
In the event that the issuer defaults on interest or principal payment, the insurer will be notified and will be required
to make payment to the bondholders. Although the insurance feature is designed to reduce certain financial risks, the premiums
for insurance and the higher market price sometimes paid for insured obligations may reduce a Fund's current yield. To the
extent that securities held by a Fund are insured as to principal and interest payments by insurers whose claims- paying ability
rating is downgraded by Moody's, S&P or Fitch, the value of such securities may be affected. There is, however, no guarantee
that the insurer will meet its obligations. Moreover, the insurance does not guarantee the market value of the insured obligation
or the net asset value of the Fund's shares. In addition, such insurance does not protect against market fluctuations caused
by changes in interest rates and other factors. A Fund also may purchase municipal obligations that are additionally secured
by bank credit agreements or escrow accounts. The credit quality of companies which provide such credit enhancements will
affect the value of those securities.
From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal
income tax exemption for interest on municipal obligations. For example, under federal tax legislation enacted in 1986, interest
on certain private activity bonds must be included in a shareholder's federal alternative minimum taxable income. Moreover,
a Fund cannot predict what legislation, if any, may be proposed in the state legislature regarding the state income tax status
of interest on such obligations, or which proposals, if any, might be enacted. Such proposals, while pending or if enacted,
might materially and adversely affect the availability of municipal obligations generally for investment by the Fund and the
liquidity and value of the Fund's portfolio. In such an event, the Fund would re-evaluate its investment objective and policies
and consider possible changes in its structure or possible dissolution.
A Fund invests in municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that
the interest paid on those securities will be excludable from gross income for federal income tax purposes. Such opinion may
have been issued as of a date prior to the date that the Fund acquires the municipal security. Subsequent to a Fund's acquisition
of such a municipal security, however, the security may be determined to pay, or to have paid, taxable income. As a result,
the treatment of dividends previously paid or to be paid by a Fund as "exempt-interest dividends" could be adversely affected,
subjecting the Fund's shareholders to increased federal income tax liabilities. Under highly unusual circumstances, the Internal
Revenue Service may determine that a municipal bond issued as tax-exempt should in fact be taxable. If any Fund held such
a bond, it might have to distribute taxable income or reclassify as taxable, ordinary income that was previously distributed
as exempt-interest dividends.
Taxable Municipal Obligations
. There is another type of municipal obligation that is subject to federal income tax for a variety of reasons. These municipal
obligations do not qualify for the federal income exemption because (a) they did not receive necessary authorization for tax-exempt
treatment from state or local government authorities, (b) they exceed certain regulatory limitations on the cost of issuance
for tax-exempt financing or (c) they finance public or private activities that do not qualify for the federal income tax exemption.
These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and
local sports facilities, refinancing of certain municipal debt, and borrowing to replenish a municipality's underfunded pension
plan.
Municipal Leases
A Fund may invest in municipal leases and participations therein, which arrangements frequently involve special risks.
Municipal Notes
Municipal notes include, but are not limited to, tax anticipation notes ("TANs"), bond anticipation notes ("BANs"), revenue
anticipation notes ("RANs"), tax and revenue anticipation notes ("TRANs") and construction loan notes. Notes sold as interim
financing in anticipation of collection of taxes, a bond sale or receipt of other revenues are usually general obligations
of the issuer.
TANs
. An uncertainty in a municipal issuer's capacity to raise taxes as a result of such events as a decline in its tax base or
a rise in delinquencies could adversely affect the issuer's ability to meet its obligations on outstanding TANs. Furthermore,
some municipal issuers mix various tax proceeds into a general fund that is used to meet obligations other than those of the
outstanding TANs. Use of such a general fund to meet various obligations could affect the likelihood of making payments on
TANs.
BANs
. The ability of a municipal issuer to meet its obligations on its BANs is primarily dependent on the issuer's adequate access
to the longer term municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal
of, and interest on, BANs.
RANs
. A decline in the receipt of certain revenues, such as anticipated revenues from another level of government, could adversely
affect an issuer's ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would,
when received, be used to meet other obligations could affect the ability of the issuer to pay the principal of, and interest
on, RANs.
RAWs
. Revenue anticipation warrants, or reimbursement warrants, are issued to meet the cash flow needs of state governments at
the end of a fiscal year and in the early weeks of the following fiscal year. These warrants are payable from unapplied money
in a state's general fund, including the proceeds of RANs issued following enactment of a state budget or the proceeds of
refunding warrants issued by the state, and are typically subordinated in right of payment to RANs.
TRANs
. TRANs are notes issued in anticipation of receiving future tax receipts and revenues at a future date. The risks associated
with TRANs include those associated with TANs and RANs.
The values of outstanding municipal securities will vary as a result of changing market evaluations of the ability of their
issuers to meet the interest and principal payments (i.e., credit risk). Such values also will change in response to changes
in the interest rates payable on new issues of municipal securities (i.e., market risk).
Municipal Securities
Stand-by Commitments
. The Funds may purchase municipal securities together with the right to resell them to the seller or a third party at an
agreed-upon price or yield within specified periods prior to their maturity dates. Such a right to resell is commonly known
as a stand-by commitment, and the aggregate price which a Fund pays for securities with a stand-by commitment may be higher
than the price which otherwise would be paid. The primary purpose of this practice is to permit a Fund to be as fully invested
as practicable in municipal securities while preserving the necessary flexibility and liquidity to meet unanticipated redemptions.
In this regard, a Fund acquires stand-by commitments solely to facilitate portfolio liquidity and does not exercise its rights
thereunder for trading purposes. Stand-by commitments involve certain expenses and risks, including the inability of the issuer
of the commitment to pay for the securities at the time the commitment is exercised, non-marketability of the commitment,
and differences between the maturity of the underlying security and the maturity of the commitment.
The acquisition of a stand-by commitment does not affect the valuation or maturity of the underlying municipal securities.
A Fund values stand-by commitments at zero in determining NAV. When a Fund pays directly or indirectly for a stand-by commitment,
its cost is reflected as unrealized depreciation for the period during which the commitment is held. Stand-by commitments
do not affect the average weighted maturity of the Fund's portfolio of securities.
Preferred Securities
Stripped Securities
Securities issued by the U.S. Treasury and certain securities issued by government authorities and government-sponsored enterprises
are eligible to be stripped into interest components and principal components. Stripped securities are purchased by the Funds
at a discount to their face value. These securities generally are structured to make a lump-sum payment at maturity and do
not make periodic payments of principal or interest. Hence, the duration of these securities tends to be longer and they are
therefore more sensitive to interest-rate fluctuations than similar securities that offer periodic payments over time. The
Funds may not purchase stripped mortgage-backed securities.
Stripped securities may also include participations in trusts that hold U.S. Treasury securities where the trust participations
evidence ownership in either the future interest payments or the future principal payments on the obligations. These participations
are normally issued at a discount to their "face value," and can exhibit greater price volatility than ordinary debt securities.
Supranational Agency Securities
U.S. Government Obligations
U.S. Government obligations include securities issued by the U.S. Treasury, U.S. Government agencies or U.S. Government sponsored
entities. While U.S. Treasury obligations are backed by the "full faith and credit" of the U.S. Government, securities issued
by U.S. Government agencies or government-sponsored entities may not be backed by the full faith and credit of the U.S. Government.
The Government National Mortgage Association ("GNMA"), a wholly owned U.S. Government corporation, is authorized to guarantee,
with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA and backed by pools of mortgages insured by the Federal Housing Administration or the Department
of Veterans Affairs. Government-sponsored entities (whose obligations are not backed by the full faith and credit of the U.S.
Government) include the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed
by the full faith and credit of the U.S. Government. FHLMC guarantees the timely payment of interest and ultimate collection
or scheduled payment of principal, but its participation certificates are not backed by the full faith and credit of the U.S.
Government. If a government-sponsored entity is negatively impacted by legislative or regulatory action, is unable to meet
its obligations, or its creditworthiness declines, the performance of a Fund that holds securities of the entity will be adversely
impacted. U.S. Government obligations are subject to low but varying degrees of credit risk, and are still subject to interest
rate and market risk. U.S. Government obligations may be adversely affected by a default by, or decline in the credit quality
of, the U.S. Government.
Regulatory Events Related to FNMA and FHLMC
On September 7, 2008, both FNMA and FHLMC were placed under the conservatorship of the Federal Housing Finance Agency ("FHFA").
Under the plan of conservatorship, the FHFA assumed control of the operations of FNMA and FHLMC. In connection with the actions
taken by the FHFA, the U.S. Treasury has been providing financial contributions to FNMA and FHLMC in return for shares of
a new class of senior preferred stock in FNMA and FHLMC issued under certain preferred stock purchase agreements ("SPAs"). The
SPAs impose significant restrictions on the activities of FNMA and FHLMC.
The value of securities guaranteed by FNMA and FHLMC may be impacted by (among other things), actions taken by the FHFA in
its role as conservator and the U.S. Treasury as a purchaser of senior preferred securities, as well as by future legislation
or regulatory actions.
Zero-Coupon, Step-Up Coupon, and Pay-in-Kind Securities
These securities are debt securities that do not make regular cash interest payments. Zero-coupon securities are securities
that make no periodic interest payments, but are instead sold at discounts from face value. Step-up coupon bonds are debt
securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at
a series of different rates. Pay-in-kind securities pay bondholders in more bonds instead of cash interest. If these securities
do not pay current cash income, the market prices of these securities would generally be more volatile and likely to respond
to a greater degree to changes in interest rates than the market prices of securities that pay cash interest periodically
having similar maturities and credit qualities.
EQUITY SECURITIES
The following equity securities may be purchased by a Fund to the extent such purchase is consistent with the Fund's investment
objective and strategies.
Investments in mortgage-related securities involve certain risks, which are described under Mortgage-Related Securities, above,
and in the Prospectus(es).
COMMON AND PREFERRED STOCKS
Common stocks represent an equity (ownership) interest in a company. This ownership interest generally gives a Fund the right
to vote on issues affecting the company's organization and operations. Preferred stock, unlike common stock, offers a stated
dividend rate payable from a corporation's earnings. Preferred stock also generally has a preference over common stock on
the distribution of a corporation's assets in the event of liquidation of the corporation, and may be "participating," which
means that it may be entitled to a dividend exceeding the stated dividend in certain cases. The rights of preferred stocks
on the distribution of a corporation's assets in the event of a liquidation are generally subordinate to the rights associated
with a corporation's debt securities. Common and preferred stock are subject to equity market risk. This is the risk that
stock prices will fluctuate and can decline and reduce the value of a Fund's investment.
REAL ESTATE/REIT SECURITIES
Although the Funds will not invest directly in real estate, the Funds may invest in equity securities of issuers primarily
engaged in or related to the real estate industry. Therefore, an investment in real estate investment trusts ("REITs") is
subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general.
These risks include, among others: possible declines in the value of real estate; risks related to general and local economic
conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in
competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability
to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from
floods, earthquakes or other natural disasters; limitations on and variations in rents; changes in interest rates; and acts
of terrorism, war or other acts of violence. To the extent that assets underlying the REITs' investments are concentrated
geographically, by property type or in certain other respects, the REITs may be subject to certain of the foregoing risks
to a greater extent. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while
mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not
diversified, are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject
to the possibilities of failing to qualify for tax-free pass-through of income under the U.S. Internal Revenue Code and failing
to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) are also subject to interest
rate risks. When interest rates decline, the value of a REIT's investment in fixed rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT's investment in fixed rate obligations can be expected to decline.
In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT's investment in
such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments
to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may
have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic
price movements than larger company securities.
Investments in mortgage-related securities involve certain risks, which are described under Mortgage-Related Securities, above,
and in the Prospectus(es).
FOREIGN SECURITIES AND CURRENCY TRANSACTIONS
Emerging Market Securities
The Funds consider countries with emerging markets to be those defined in each Fund's prospectus. Examples of countries that
are commonly considered to have emerging markets include, but are not limited to, Brazil, Chile, China, Colombia, Czech Republic,
Egypt, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Taiwan,
Thailand and Turkey. The Fund considers emerging market securities to be securities: (i) issued by companies with their principal
place of business or principal office, or both, as determined in the adviser's reasonable discretion, in an emerging market
country; or (ii) issued by companies for which the principal securities trading market is an emerging market country.
Equity securities of emerging market issuers may include common stock, preferred stocks (including convertible preferred stocks)
and warrants, bonds, notes and debentures convertible into common or preferred stock, equity interests in foreign investment
funds or trusts and real estate investment trust ("REIT") securities. The Funds may invest in American Depositary Receipts
("ADRs"), Canadian Depositary Receipts ("CDRs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs")
and International Depositary Receipts ("IDRs") of such issuers.
There are special risks involved in investing in emerging-market countries. Many investments in emerging markets can be considered
speculative, and their prices can be much more volatile than in the more developed nations of the world. This difference reflects
the greater uncertainties of investing in less established markets and economies. The financial markets of emerging markets
countries are generally less well capitalized and thus securities of issuers based in such countries may be less liquid. Most
are heavily dependent on international trade, and some are especially vulnerable to recessions in other countries. Many of
these countries are also sensitive to world commodity prices. Some countries may still have obsolete financial systems, economic
problems or archaic legal systems. The currencies of certain emerging market countries, and therefore the value of securities
denominated in such currencies, may be more volatile than currencies of developed countries. In addition, many of these nations
are experiencing political and social uncertainties.
Furthermore, with respect to certain foreign countries, taxes may be withheld at the source under foreign tax laws, and there
is a possibility of expropriation or potentially confiscatory levels of taxation, political, social and monetary instability
or diplomatic developments that could adversely affect investments in, the liquidity of, and the ability to enforce contractual
obligations with respect to, securities of issuers located in those countries. Amounts realized on foreign securities in which
a Fund may invest may be subject to foreign withholding or other taxes that could reduce the return on these securities. Applicable
tax treaties between the United States and foreign countries, however, may reduce or eliminate the amount of foreign taxes
to which the Fund would otherwise be subject.
Foreign Obligations and Securities
Investments in foreign obligations involve certain considerations that are not typically associated with investing in domestic
obligations. There may be less publicly available information about a foreign issuer than about a domestic issuer and the
available information may be less reliable. Foreign issuers also are not generally subject to the same accounting, auditing
and financial reporting standards or governmental supervision as domestic issuers. In addition, with respect to certain foreign
countries, taxes may be withheld at the source under foreign tax laws, and there is a possibility of expropriation or potentially
confiscatory levels of taxation, political or social instability or diplomatic developments that could adversely affect investments
in, the liquidity of, and the ability to enforce contractual obligations with respect to, obligations of issuers located in
those countries. Amounts realized on certain foreign securities in which a Fund may invest may be subject to foreign withholding
or other taxes that could reduce the return on these securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund would otherwise be subject.
Foreign securities include, among others, American Depositary Receipts (ADRs) and similar investments, including Canadian
Depositary Receipts (CDRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and International Depositary
Receipts (IDRs). ADRs, CDRs, EDRs, GDRs, and IDRs are depositary receipts for foreign company stocks issued by a bank and
held in trust at that bank, and which entitle the owner of such depositary receipts to any capital gains or dividends from
the foreign company stocks underlying the depositary receipts. These securities may not necessarily be denominated in the
samecurrency as the securities into which they may be converted. ADRs (sponsored or unsponsored) are receipts typically issued
by a U.S. bank or trust company and traded on a U.S. stock exchange, and CDRs are receipts typically issued by a Canadian
bank or trust company that evidence ownership of underlying foreign securities. Issuers of unsponsored ADRs are not contractually
obligated to disclose material information in the U.S. and, therefore, such information may not correlate to the market value
of the unsponsored ADR. EDRs and IDRs are receipts typically issued by European banks and trust companies, and GDRs are receipts
issued by either a U.S. or non-U.S. banking institution, that evidence ownership of the underlying foreign securities. Generally,
ADRs in registered form are designed for use in U.S. securities markets and EDRs and IDRs in bearer form are designed primarily
for use in Europe.
There are increasing concerns regarding the ability of multiple sovereign entities to continue to meet their debt obligations.
In particular, ratings agencies have recently downgraded the credit ratings of various countries. Many economies are facing
acute fiscal pressures as they struggle to balance budgetary austerity with stagnant growth. Many observers predict that a
depressed economic environment will cause budget deficits in these economies to expand in the short term and further increase
the perceived risk of a default, thereby rendering access to capital markets even more expensive and compounding the debt
problem. In particular, the Eurozone is currently undergoing a collective debt crisis. Greece, Ireland and Portugal have already
received one or more "bailouts" from other Members States, and it is unclear how much additional funding they will require
or if additional Member States will require bailouts in the future. Investor confidence in other Member States, as well as
European banks exposed to risky sovereign debt, has been severely impacted, threatening capital markets throughout the Eurozone.
Although the resources of various financial stability mechanisms in the Eurozone continue to be bolstered, many market participants
have expressed doubt that the level of funds being committed to such facilities will be sufficient to resolve the crisis.
There also appears to be a lack of political consensus in the Eurozone concerning whether and how to restructure sovereign
debt, particularly Greek sovereign bonds. The consequences of any sovereign default would likely be severe and wide-reaching,
and could include the removal of a Member State from the Eurozone, or even the abolition of the Euro. Such events could have
adverse consequences on the market values of various securities, currencies and derivatives, and could create conditions of
volatility and limited liquidity in various currency, securities and other markets.
Foreign securities also include securities denominated in currencies other than the U.S. dollar and may temporarily hold funds
in bank deposits or other money market investments denominated in foreign currencies. Therefore, the Funds may be affected
favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the dollar.
The risks of foreign investing may be magnified for investments in emerging markets, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade a small number of securities.
Because a Fund may invest in securities denominated in currencies other than the U.S. dollar and may temporarily hold funds
in bank deposits or other money market investments denominated in foreign currencies, it may be affected favorably or unfavorably
by exchange control regulations or changes in the exchange rate between such currencies and the dollar. Changes in foreign
currency exchange rates influence values within the Fund from the perspective of U.S. investors. The rate of exchange between
the U.S. dollar and other currencies is determined by a wide range of political and economic factors, including the forces
of supply and demand in the foreign exchange markets. The international balance of payments and other economic and financial
conditions, government intervention and stability, speculation and other factors also affect exchange rates.
A Fund may engage in foreign currency transactions in order to hedge its portfolio and to protect it against possible variations
in foreign exchange rates pending the settlement of securities transactions. If a fall in exchange rates for a particular
currency is anticipated, a Fund may enter into a forward contract to protect against a decrease in the price of securities
denominated in a particular currency a Fund intends to purchase. If it is anticipated that exchange rates will rise, a Fund
may enter into a forward contract to protect against an increase in the price of securities denominated in a particular currency
the Fund intends to purchase. These forward contracts will be used only as a hedge against anticipated currency rate changes.
Although such contracts are intended to minimize the risk of loss due to a decline in the value of the hedged currency, at
the same time, they tend to limit any potential gain which might result should the value of such currency increase.
Foreign currency transactions, such as forward foreign currency exchange contracts, are contracts for the future delivery
of a specified currency at a specified time and at a specified price. These transactions differ from futures contracts in
that they are usually conducted on a principal basis instead of through an exchange, and therefore there are no brokerage
fees, margin deposits are negotiated between the parties, and the contracts are settled through different procedures. The
Adviser considers on an ongoing basis the creditworthiness of the institutions with which the Fund enters into foreign currency
transactions.
The use of foreign currency transactions involves the risk of imperfect correlation between movements in futures prices and
movements in the price of currencies which are the subject of the hedge. The successful use of foreign currency transactions
strategies also depends on the ability of the adviser to correctly forecast interest rate movements, currency rate movements
and general stock market price movements. There can be no assurance that the adviser's judgment will be accurate. The use
of foreign currency transactions also exposes a Fund to the general risks of investing in futures contracts, including: the
risk of an illiquid market for the foreign currency transactions and the risk of adverse regulatory actions. Any of these
events may cause a Fund to be unable to hedge its securities, and may cause a Fund to lose money on its investments in foreign
currency transactions. The Funds will either cover a position in such a transaction or maintain, in a segregated account with
their custodian bank, cash or high-grade marketable money market securities having an aggregate value equal to the amount
of any such commitment until payment is made.
While it cannot eliminate currency risk, the Fund limits the assets it holds that are denominated in "local currencies" of
countries that have a sovereign debt rating below investment-grade. "Local currencies" include all currencies other than U.S.
dollar and the euro.
Sovereign Debt Obligations
The Fund may purchase sovereign debt instruments issued or guaranteed by foreign governments or their agencies, including
debt of Latin American nations or other developing countries. Sovereign debt may be in the form of conventional securities
or other types of debt instruments such as loans or loan participations. Sovereign debt of developing countries may involve
a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment
of the debt may be unable or unwilling to repay principal and interest when due, and may require renegotiation or rescheduling
of debt payments. In addition, prospects for repayment of principal and interest may depend on political as well as economic
factors.
Participation Notes
The Funds may purchase participation notes, also known as participation certificates. Participation notes are issued by banks
or broker-dealers and are designed to replicate the performance of foreign companies or foreign securities markets and can
be used by a Fund as an alternative means to access the securities market of a country. The performance results of participation
notes will not replicate exactly the performance of the foreign companies or foreign securities markets that they seek to
replicate due to transaction and other expenses. Investments in participation notes involve the same risks associated with
a direct investment in the underlying foreign companies or foreign securities markets that they seek to replicate. There can
be no assurance that the trading price of participation notes will equal the underlying value of the foreign companies or
foreign securities markets that they seek to replicate. Participation notes are generally traded over-the-counter. Participation
notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues them will not fulfill
its contractual obligation to complete the transaction with the Fund. Participation notes constitute general unsecured contractual
obligations of the banks or broker-dealers that issue them, the counterparty, and the Fund is relying on the creditworthiness
of such counterparty and has no rights under a participation note against the issuer of the underlying security. Participation
notes involve transaction cost. Participation notes may be illiquid and therefore subject to the Fund's percentage limitation
for investments in illiquid securities. Participation notes offer a return linked to a particular underlying equity, debt
or currency.
OTHER INVESTMENTS AND TECHNIQUES
Borrowing
Money may be borrowed for temporary or emergency purposes, including the meeting of redemption requests. Borrowing involves
special risk considerations. Interest costs on borrowings may fluctuate with changing market rates of interest and may partially
offset or exceed the return earned on borrowed funds (or on the assets that were retained rather than sold to meet the needs
for which funds were borrowed). Under adverse market conditions, a Fund might have to sell portfolio securities to meet interest
or principal payments at a time when investment considerations would not favor such sales. Reverse repurchase agreements,
dollar roll transactions and other similar investments that involve a form of leverage have characteristics similar to borrowings,
but are not considered borrowings if the Fund maintains a segregated account.
Forward Commitments, When-Issued and Delayed-Delivery Transactions
Securities may be purchased or sold on a when-issued or delayed-delivery basis and contracts to purchase or sell securities
for a fixed price at a future date beyond customary settlement time may also be made. Delivery and payment on such transactions
normally take place within 120 days after the date of the commitment to purchase. Securities purchased or sold on a when-issued,
delayed-delivery or forward commitment basis involve a risk of loss if the value of the security to be purchased declines,
or the value of the security to be sold increases, before the settlement date.
Illiquid Securities
Securities not registered under the 1933 Act, and other securities subject to legal or other restrictions on resale may be
less liquid than other investments and may be difficult to sell promptly at an acceptable price. Delay or difficulty in selling
securities may result in a loss or be costly to a Fund. No Fund may invest or hold more than 15% of its net assets in illiquid
securities.
Loans of Portfolio Securities
Portfolio securities of a Fund may be loaned pursuant to guidelines approved by the Board to brokers, dealers and financial
institutions, provided: (i) the loan is secured continuously by collateral consisting of cash, securities of the U.S. Government,
its agencies or instrumentalities, or an irrevocable letter of credit issued by a bank organized under the laws of the United
States, organized under the laws of a state, or a foreign bank that has filed an agreement with the Federal Reserve Board
to comply with the same rules and regulations applicable to U.S. banks in securities credit transactions, initially in an
amount at least equal to 100% of the value of the loaned securities (which includes any accrued interest or dividends), with
the borrower being obligated, under certain circumstances, to post additional collateral on a daily marked-to-market basis,
all as described in further detail in the following paragraph; although the loans may not be fully supported at all times
if, for example, the instruments in which cash collateral is invested decline in value or the borrower fails to provide additional
collateral when required in a timely manner or at all; (ii) the Fund may at any time terminate the loan and request the return
of the loaned securities upon sufficient prior notification; (iii) the Fund will receive any interest or distributions paid
on the loaned securities; and (iv) the aggregate market value of loaned securities will not at any time exceed the limits
established under the 1940 Act.
The following provides additional detail on the requirement described in (i) above. The market value of the collateral delivered
in connection with a securities loan must be equal to at least 102% of the market value of any domestic securities loaned
or 105% of the market value of any foreign securities loaned. The loaned securities are marked to market on a daily basis,
and additional collateral is required to be paid to maintain coverage equal to at least 102% of the market value of domestic
securities loaned, and at least 105% of the market value of foreign securities loaned, without taking into account any increase
or decrease in the value of instruments in which cash collateral is invested. For loans of U.S. Government Securities, the
initial collateral required is 102% of the market value of the loaned securities, but additional collateral is required only
if the market value of the loaned securities increases such that the collateral coverage (without taking into account any
increase or decrease in the value of instruments in which the cash collateral is invested) falls below 100% of the market
value of the loaned securities.
For lending its securities, a Fund will earn either a fee payable by the borrower (on loans that are collateralized by U.S.
Government securities or a letter of credit) or the income on instruments purchased with cash collateral (after payment of
a rebate fee to the borrower and a portion of the investment revenue to the securities lending agent). Cash collateral is
invested on behalf of the Funds by the Funds' investment advisor in U.S. dollar-denominated short-term money market instruments
that are permissible investments for the Fund and that, at the time of investment, are considered high-quality. Currently,
cash collateral generated from securities lending is invested in shares of Wells Fargo Securities Lending Cash Investments,
LLC (the "Cash Collateral Fund"). The Cash Collateral Fund is a Delaware limited liability company that is exempt from registration
under the 1940 Act. The Cash Collateral Fund is managed by Wells Fargo Funds Management and is sub-advised by Wells Capital
Management. The Cash Collateral Fund is required to comply with the credit quality, maturity and other limitations set forth
in Rule 2a-7 under the 1940 Act. The Cash Collateral Fund seeks to provide preservation of principal and daily liquidity by
investing in high-quality, U.S. dollar-denominated short-term money market instruments. The Cash Collateral Fund may invest
in securities with fixed, variable, or floating rates of interest. The Cash Collateral Fund seeks to maintain a stable price
per share of $1.00, although there is no guarantee that this will be achieved. Income on shares of the Cash Collateral Fund
is reinvested in shares of the Cash Collateral Fund. The investments of the Cash Collateral Fund are valued at amortized cost.
The investments purchased with cash collateral on behalf of each Fund currently include holdings in the securities of certain
structured investment vehicles that, although considered high-quality, short-term money market instruments when originally
purchased, are now in payment default or are otherwise impaired (the "Illiquid Investments"). The Illiquid Investments are
not held in the Cash Collateral Fund, but rather are held in separate accounts on behalf of the respective Funds.
The net asset value of a Fund will be affected by an increase or decrease in the value of the securities loaned by it, and
by an increase or decrease in the value of instruments purchased with cash collateral received by it. Thus, the current net
asset value of each Fund reflects the current valuations assigned to both (1) shares of the Cash Collateral Fund held on behalf
of such Fund and (ii) interests in Illiquid Securities held on behalf of such Fund. If a Fund elects to discontinue its participation
in the securities lending program at a time when the Fund continues to hold an interest in the Illiquid Securities, the securities
lending agent will seek to promptly liquidate the Fund's investment in the Cash Collateral Fund, as well the Fund's investments
in the Illiquid Securities. In such an event, the securities lending agent may not be able to dispose of the Illiquid Securities
at an acceptable price or at all, and in such case may require the Fund to take a distribution of the Illiquid Securities
in kind and/or realize a loss on the disposition of the Illiquid Securities.
Loans of securities involve a risk that the borrower may fail to return the securities when due or when recalled by a Fund
or may fail to provide additional collateral when required. In either case, a Fund could experience delays in recovering securities
or could lose all or part of the value of the loaned securities. Although voting rights, or rights to consent, attendant to
securities on loan pass to the borrower, loans may be recalled at any time and generally will be recalled if a material event
affecting the investment is expected to be presented to a shareholder vote, so that the securities may be voted by the Fund.
Each lending Fund pays a portion of the income (net of rebate fees) or fees earned by it from securities lending to a securities
lending agent. Goldman Sachs Bank USA, an unaffiliated third party doing business as Goldman Sachs Agency Lending, currently
acts as securities lending agent for the Funds, subject to the overall supervision of the Funds' investment adviser.
Other Investment Companies
A Fund may invest in shares of other open-end and closed-end management investment companies up to the limits prescribed in
Section 12(d) under the 1940 Act, subject to the fund's non-fundamental investment policies. Currently, under the 1940 Act,
a fund that invests directly in a portfolio of securities is limited to, subject to certain exceptions: (i) 3% of the total
voting stock of any one investment company; (ii) 5% of such fund's total assets with respect to any one investment company;
and (iii) 10% of such fund's total assets.
Other investment companies in which the Fund invests can be expected to charge fees for operating expenses, such as investment
advisory and administration fees, that would be in addition to those charged by the Fund. Other investment companies may include
exchange-traded funds ("ETFs"), which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts
that seek to track the performance of specific indexes or companies in related industries. ETFs generally are subject to the
same risks as the underlying securities the ETFs are designed to track and to the risks of the specific sector or industry
tracked by the ETF. ETFs also are subject to the risk that their prices may not totally correlate to the prices of the underlying
securities the ETFs are designed to track and the risk of possible trading halts due to market conditions or for other reasons.
Although ETFs that track broad market indexes are typically large and their shares are fairly liquid, ETFs that track more
specific indexes tend to be newer and smaller, and all ETFs have limited redemption features. Pursuant to certain exemptive
relief granted by the SEC, the Fund's investments in certain ETFs may exceed certain of the limits described above.
Under the 1940 Act and rules and regulations thereunder, a Fund may purchase shares of other affiliated Funds, including the
money market Funds, subject to certain conditions. Investing in affiliated Funds may present certain actual or potential conflicts
of interest.
iShares.
iShares Trust and iShares, Inc. ("iShares") are registered investment companies that consist of numerous separate series
(each, an "iShares Fund"), each of which seeks investment results similar to the performance of a single stock market or of
a group of stock markets in a single geographic location. iShares combine characteristics of stocks with those of index funds.
Like stocks, iShares are liquid and can be traded in any number of shares; like index funds, they provide diversification
and market tracking. iShares trade on the American Stock Exchange, the Chicago Board of Options Exchange and the New York
Stock Exchange in the same way as shares of a publicly held company.
Private Placement and Other Restricted Securities
Private placement securities are not registered under the 1933 Act. Private placements often may offer attractive opportunities
for investment not otherwise available on the open market. However, private placement and other "restricted" securities typically
cannot be resold without registration under the 1933 Act or the availability of an exemption from registration (such as Rules
144 or 144A (a "Rule 144A Security")), and may not be readily marketable.
Private placement and other restricted securities typically may be resold only to qualified institutional buyers, or in a
privately negotiated transaction, or to a limited number of purchasers, or in limited quantities after they have been held
for a specified period of time and other conditions are met for an exemption from registration. Investing in private placement
and other restricted securities is subject to certain additional risks. They may be considered illiquid securities as they
typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may
be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the
event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell such securities
when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were
more widely held and traded. At times, it also may be more difficult to determine the fair value of such securities for purposes
of computing a Fund's net asset value due to the absence of an active trading market. Delay or difficulty in selling such
securities may result in a loss to a Fund. Restricted securities, including Rule 144A Securities, that are "illiquid" are
subject to a Fund's policy of not investing or holding more than 15% of its net assets in illiquid securities. The adviser
will evaluate the liquidity characteristics of each Rule 144A Security proposed for purchase by a Fund on a case-by-case basis
and will consider the following factors, among others, in its evaluation: (i) the frequency of trades and quotes for the Rule
144A Security; (ii) the number of dealers willing to purchase or sell the Rule 144A Security and the number of other potential
purchasers; (iii) dealer undertakings to make a market in the Rule 144A Security; and (iv) the nature of the Rule 144A Security
and the nature of the marketplace trades (e.g., the time needed to dispose of the Rule 144A Security, the method of soliciting
offers and the mechanics of transfer). The adviser will apply a similar process to evaluating the liquidity characteristics
of other restricted securities. There can be no assurance that a restricted security that is deemed to be liquid when purchased
will continue to be liquid for as long as it is held by a Fund.
Repurchase Agreements
Repurchase agreements are agreements wherein the seller of a security to a Fund agrees to repurchase that security from a
Fund at a mutually agreed upon time and price. All repurchase agreements will be fully "collateralized," as defined under
the 1940 Act. A Fund may enter into repurchase agreements only with respect to securities that could otherwise be purchased
by such Fund. The maturities of the underlying securities in a repurchase agreement transaction may be greater than twelve
months, although the maximum term of a repurchase agreement will always be less than twelve months. Repurchase agreements
generally are subject to counterparty risk. If the seller defaults and the value of the underlying securities has declined,
a Fund may incur a loss. In addition, if bankruptcy proceedings are commenced with respect to the seller of the security,
a Fund's disposition of the underlying securities may be delayed or limited.
A Fund may not enter into a repurchase agreement with a maturity of more than seven days, if, as a result, more than 15% of
the market value of such Fund's net assets would be invested in repurchase agreements with maturities of more than seven days,
and other illiquid securities. A Fund will only enter into repurchase agreements with broker-dealers and commercial banks
that meet guidelines established by the Board and that are not affiliated with the Fund's adviser. The Funds may participate
in pooled repurchase agreement transactions with other funds advised by the adviser.
Reverse Repurchase Agreements
A reverse repurchase agreement is an agreement under which a Fund sells a portfolio security and agrees to repurchase it at
an agreed-upon date and price. At the time a Fund enters into a reverse repurchase agreement, it will place in a segregated
custodial account liquid assets such as U.S. Government securities or other liquid high-grade debt securities having a value
equal to or greater than the repurchase price (including accrued interest) and will subsequently monitor the account to ensure
that such value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold
by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund's use of proceeds of the
agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund's
obligation to repurchase the securities. Reverse repurchase agreements may be viewed as a form of borrowing.
Short Sales
A short sale is a transaction in which a Fund sells a security it does not own in anticipation of a decline in market price.
When a Fund makes a short sale, the proceeds it receives are retained by the broker until a Fund replaces the borrowed security.
In order to deliver the security to the buyer, a Fund must arrange through a broker to borrow the security and, in so doing,
a Fund becomes obligated to replace the security borrowed at its market price at the time of replacement, whatever that price
may be. Short sales "against the box" means that a Fund owns the securities, which are placed in a segregated account until
the transaction is closed out, or has the right to obtain securities equivalent in kind and amount to the securities sold
short. A Fund's ability to enter into short sales transactions is limited by the requirements of the 1940 Act.
Short sales by a Fund that are not made "against the box" are limited to transactions in futures and options. Such transactions
create opportunities to increase a Fund's return but, at the same time, involve special risk considerations and may be considered
a speculative technique. Since a Fund in effect profits from a decline in the price of the futures or options sold short without
the need to invest the full purchase price of the futures or options on the date of the short sale, a Fund's NAV per share
will tend to increase more when the futures or options it has sold short decrease in value, and to decrease more when the
futures or options it has sold short increase in value, than would otherwise be the case if it had not engaged in such short
sales. Short sales theoretically involve unlimited loss potential, as the market price of futures or options sold short may
continuously increase, although a Fund may mitigate such losses by replacing the futures or options sold short before the
market price has increased significantly. Under adverse market conditions, a Fund might have difficulty purchasing futures
or options to meet its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary
to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.
If a Fund makes a short sale "against the box," a Fund would not immediately deliver the securities sold and would not receive
the proceeds from the sale. The seller is said to have a short position in the securities sold until it delivers the securities
sold, at which time it receives the proceeds of the sale. A Fund's decision to make a short sale "against the box" may be
a technique to hedge against market risks when the investment manager believes that the price of a security may decline, causing
a decline in the value of a security owned by the Fund or a security convertible into or exchangeable for such security. In
such case, any future losses in the Fund's long position would be reduced by a gain in the short position. Short sale transactions
may have adverse tax consequences to the Fund and its shareholders.
In the view of the SEC, a short sale involves the creation of a "senior security" as such term is defined under the 1940 Act,
unless the sale is "against the box" and the securities sold are placed in a segregated account (not with the broker), or
unless the Fund's obligation to deliver the securities sold short is "covered" by segregating (not with the broker) cash,
U.S. Government securities or other liquid debt or equity securities in an amount equal to the difference between the market
value of the securities sold short at the time of the short sale and any cash or securities required to be deposited as collateral
with a broker in connection with the sale (not including the proceeds from the short sale), which difference is adjusted daily
for changes in the value of the securities sold short. The total value of the cash and securities deposited with the broker
and otherwise segregated may not at any time be less than the market value of the securities sold short at the time of the
short sale.
To avoid limitations under the 1940 Act on borrowing by investment companies, all short sales by a Fund will be "against the
box," or the Fund's obligation to deliver the futures or options sold short not "against the box" will be "covered" by segregating
cash, U.S. Government securities or other liquid debt or equity securities in an amount equal to the market value of its delivery
obligation. A Fund will not make short sales of futures or options not "against the box" or maintain a short position if doing
so could create liabilities or require collateral deposits and segregation of assets aggregating more than 25% of the value
of the Fund's total assets.
Unrated Investments
A Fund may purchase instruments that are not rated if, in the opinion of the adviser, such obligations are of investment quality
comparable to other rated investments that are permitted to be purchased by such Fund. After purchase by a Fund, a security
may cease to be rated or its rating may be reduced below the minimum required for purchase by such Funds. Neither event will
require a sale of such security by the Fund. To the extent the ratings given by Moody's, Fitch, or S&P may change as a result
of changes in such organizations or their rating systems, a Fund will attempt to use comparable ratings as standards for investments
in accordance with the investment policies contained in its Prospectus and in this SAI. The ratings of Moody's, Fitch, and
S&P are more fully described in the section entitled Credit Ratings.
Warrants
Warrants are instruments, typically issued with preferred stock or bonds, that give the holder the right to purchase a given
number of shares of common stock at a specified price, usually during a specified period of time. The price usually represents
a premium over the applicable market value of the common stock at the time of the warrant's issuance. Warrants have no voting
rights with respect to the common stock, receive no dividends and have no rights with respect to the assets of the issuer.
Warrants do not pay a fixed dividend. Investments in warrants involve certain risks, including the possible lack of a liquid
market for the resale of the warrants, potential price fluctuations as a result of speculation or other factors and failure
of the price of the common stock to rise. A warrant becomes worthless if it is not exercised within the specified time period.
MANAGEMENT
The following information supplements, and should be read in conjunction with, the section in each Prospectus entitled "Organization
and Management of the Funds."
General
The following table provides basic information about the Trustees and Officers of the Trust. Each of the Trustees and Officers
listed below acts in identical capacities for the Wells Fargo Advantage family of funds which consists of, as of October 31,
2013, 131 series comprising the Trust, Wells Fargo Variable Trust, Wells Fargo Master Trust and four closed-end funds (collectively
the "Fund Complex" or the "Trusts"). The business address of each Trustee and Officer is 525 Market Street, 12th Floor, San
Francisco, CA 94105. Each Trustee and Officer serves an indefinite term, with the Trustees subject to retirement from service
as required pursuant to the Trust's retirement policy at the end of the calendar year in which a Trustee turns 75.
Information for Trustees, all of whom are not "interested" persons of the Trust, as that term is defined under the 1940 Act
(each, an "Independent Trustee" and collectively, the "Independent Trustees"), appears below. In addition to the Officers
listed below, the Funds have appointed an Anti-Money Laundering Compliance Officer.
Name and Year of Birth
Position Held with Registrant/Length of Service
1
Principal Occupation(s) During Past 5 Years
Other Public Company or Investment Company Directorships During Past 5 Years
INDEPENDENT TRUSTEES
Peter G. Gordon
Trustee, since 1998, Chairman since 2005
Co-Founder, Retired Chairman, President and CEO of Crystal Geyser Water Company. Trustee Emeritus, Colby College.
Asset Allocation Trust
Isaiah Harris, Jr.
Trustee, since 2009
Retired. Prior thereto, President and CEO of BellSouth Advertising and Publishing Corp. from 2005 to 2007, President and CEO
of BellSouth Enterprises from 2004 to 2005 and President of BellSouth Consumer Services from 2000 to 2003. Emeritus member
of the Iowa State University Foundation Board of Governors. Emeritus Member of the Advisory Board of Iowa State University
School of Business. Advisory Board Member, Palm Harbor Academy (charter school). Mr. Harris is a certified public accountant.
CIGNA Corporation; Deluxe Corporation; Asset Allocation Trust
Judith M. Johnson
Trustee, since 2008
Retired. Prior thereto, Chief Executive Officer and Chief Investment Officer of Minneapolis Employees Retirement Fund from
1996 to 2008. Ms. Johnson is an attorney, certified public accountant and a certified managerial accountant.
Asset Allocation Trust
Leroy Keith, Jr.
Trustee, since 2010
Chairman, Bloc Global Services (development and construction). Trustee of the Evergreen Funds from 1983 to 2010. Former Managing
Director, Almanac Capital Management (commodities firm), former Partner, Stonington Partners, Inc. (private equity fund),
former Director, Obagi Medical Products Co. and former Director, Lincoln Educational Services.
Trustee, Virtus Fund Complex (consisting of 50 portfolios as of 12/16/13); Asset Allocation Trust
David F. Larcker
Trustee, since 2009
James Irvin Miller Professor of Accounting at the Graduate School of Business, Stanford University, Morgan Stanley Director
of the Center for Leadership Development and Research and Senior Faculty of The Rock Center for Corporate Governance since
2006. From 2005 to 2008, Professor of Accounting at the Graduate School of Business, Stanford University. Prior thereto, Ernst
& Young Professor of Accounting at The Wharton School, University of Pennsylvania from 1985 to 2005.
Asset Allocation Trust
Olivia S. Mitchell
Trustee, since 2006
International Foundation of Employee Benefit Plans Professor, Wharton School of the University of Pennsylvania since 1993.
Director of Wharton's Pension Research Council and Boettner Center on Pensions & Retirement Research, and Research Associate
at the National Bureau of Economic Research. Previously, Cornell University Professor from 1978 to 1993.
Asset Allocation Trust
Timothy J. Penny
Trustee, since 1996
President and CEO of Southern Minnesota Initiative Foundation, a non-profit organization, since 2007 and Senior Fellow at
the Humphrey Institute Policy Forum at the University of Minnesota since 1995. Member of the Board of Trustees of NorthStar
Education Finance, Inc., a non-profit organization, since 2007.
Asset Allocation Trust
Michael S. Scofield
Trustee, since 2010
Served on the Investment Company Institute's Board of Governors and Executive Committee from 2008-2011 as well the Governing
Council of the Independent Directors Council from 2006-2011 and the Independent Directors Council Executive Committee from
2008-2011. Chairman of the IDC from 2008-2010. Institutional Investor (Fund Directions) Trustee of Year in 2007. Trustee of
the Evergreen Funds (and its predecessors) from 1984 to 2010. Chairman of the Evergreen Funds from 2000-2010. Former Trustee
of the Mentor Funds. Retired Attorney, Law Offices of Michael S. Scofield.
Asset Allocation Trust
Donald C. Willeke
Trustee, since 1996
Principal of the law firm of Willeke & Daniels. General Counsel of the Minneapolis Employees Retirement Fund from 1984 until
its consolidation into the Minnesota Public Employees Retirement Association on June 30, 2010. Director and Vice Chair of
The Tree Trust (non-profit corporation). Director of the American Chestnut Foundation (non-profit corporation).
Asset Allocation Trust
Name and Year of Birth
Position Held with Registrant/Length of Service
Principal Occupation(s) During Past 5 Years
OFFICERS
Karla M. Rabusch
President, since 2003
Executive Vice President of Wells Fargo Bank, N.A. and President of Wells Fargo Funds Management, LLC since 2003.
Jeremy DePalma
1
Treasurer, since 2012; Assistant Treasurer, since 2009
Senior Vice President of Wells Fargo Funds Management, LLC since 2009. Senior Vice President of Evergreen Investment Management
Company, LLC from 2008 to 2010. Vice President, Evergreen Investment Services, Inc. from 2004 to 2007. Head of the Fund Reporting
and Control Team within Fund Administration from 2005 to 2010.
Nancy Wiser
2
Treasurer, since 2012
Executive Vice President of Wells Fargo Funds Management, LLC since 2011. Chief Operating Officer and Chief Compliance Officer
at LightBox Capital Management LLC, from 2008 to 2011. Owned and operated a consulting business providing services to various
hedge funds including acting as Chief Operating Officer and Chief Compliance Officer for a hedge fund from 2007 to 2008. Chief
Operating Officer and Chief Compliance Officer of GMN Capital LLC from 2006 to 2007.
C. David Messman
Secretary, since 2000; Chief Legal Officer, since 2003
Senior Vice President and Secretary of Wells Fargo Funds Management, LLC since 2001. Vice President and Managing Counsel
of Wells Fargo Bank, N.A. from 1996 to 2013. Vice President and Assistant General Counsel of Wells Fargo Bank, N.A. since
2013.
Debra Ann Early
Chief Compliance Officer, since 2007
Chief Compliance Officer of Wells Fargo Funds Management, LLC since 2007. Chief Compliance Officer of Parnassus Investments
from 2005 to 2007. Chief Financial Officer of Parnassus Investments from 2004 to 2007.
David Berardi
Assistant Treasurer, since 2009
Vice President of Wells Fargo Funds Management, LLC since 2009. Vice President of Evergreen Investment Management Company,
LLC from 2008 to 2010. Assistant Vice President of Evergreen Investment Services, Inc. from 2004 to 2008. Manager of Fund
Reporting and Control for Evergreen Investment Management Company, LLC from 2004 to 2010.
The Trust's Declaration of Trust does not set forth any specific qualifications to serve as a Trustee other than that no person
shall stand for initial election or appointment as a Trustee if such person has already reached the age of 72. The Charter
and the Statement of Governance Principles of the Governance Committee also do not set forth any specific qualifications,
but do set forth certain factors that the Governance Committee may take into account in considering Trustee candidates and
a process for evaluating potential conflicts of interest, which identifies certain disqualifying conflicts. All of the current
Trustees are Independent Trustees. Among the attributes or skills common to all Trustees are their ability to review critically,
evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, Funds Management,
sub-advisers, other service providers, counsel and the independent registered public accounting firm, and to exercise effective
and independent business judgment in the performance of their duties as Trustees. Each Trustee's ability to perform his or
her duties effectively has been attained through the Trustee's business, consulting, public service, professional and/or academic
positions and through experience from service as a board member of the Trust and the other Trusts in the Fund Complex (and/or
in other capacities, including for any predecessor funds), other registered investment companies, public companies, or non-profit
entities or other organizations as set forth below. Each Trustee's ability to perform his or her duties effectively also has
been enhanced by his or her educational background, professional training, and/or other life experiences.
Peter G. Gordon
. Mr. Gordon has been a Trustee since 1998, Chairman of the Board of Trustees since 2005, Chairman of the Governance Committee
since 2005, and was the Lead Independent Trustee from 2001 through 2005, with respect to all of the Trusts in the Fund Complex.
He has also served as a Trustee, Chairman of the Board of Trustees and Chairman of the Governance Committee of Asset Allocation
Trust since 2010. In addition, he has over 30 years of executive and business experience as the co-founder, and retired Chairman,
President and CEO of Crystal Geyser Water Company.
Board of Trustees - Leadership Structure and Oversight Responsibilities
Committees.
As noted above, the Board has established a standing Governance Committee, a standing Audit Committee, a standing Valuation
Committee and a standing Dividend Committee to assist the Board in the oversight and direction of the business and affairs
of the Trust. Each such Committee operates pursuant to a charter approved by the Board and is chaired by an Independent Trustee.
Each Independent Trustee is a member of the Trust's Governance Committee, Audit Committee and Valuation Committee.
(1)
Governance Committee
. Whenever a vacancy occurs on the Board, the Governance Committee is responsible for recommending to the Board persons to
be appointed as Trustees by the Board, and persons to be nominated for election as Trustees in circumstances where a shareholder
vote is required by or under the 1940 Act. Generally, the Governance Committee selects the candidates for consideration to
fill Trustee vacancies, or considers candidates recommended by the other Trustees or by the Trust's management. Pursuant to
the Trust's charter document, only Independent Trustees may nominate and select persons to become Independent Trustees for
the Trust, so long as the Trust has in effect one or more plans pursuant to Rule 12b-1 under the 1940 Act. The Governance
Committee meets only as necessary and met four times during the Fund's most recently completed fiscal year. Peter Gordon serves
as the chairman of the Governance Committee.
The Governance Committee has adopted procedures by which a shareholder may properly submit a nominee recommendation for the
Committee's consideration, which are set forth in the Trusts' Governance Committee Charter. The shareholder must submit any
such recommendation (a "Shareholder Recommendation") in writing to the Trust, to the attention of the Trust's Secretary, at
the address of the principal executive offices of the Trust. The Shareholder Recommendation must be delivered to, or mailed
and received at, the principal executive offices of the Trust not less than forty-five calendar days nor more than seventy-five
calendar days prior to the date of the Governance Committee meeting at which the nominee would be considered. The Shareholder
Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address,
residence address, and nationality of the person recommended by the shareholder (the "candidate"), (B) the series (and, if
applicable, class) and number of all shares of the Trust owned of record or beneficially by the candidate, as reported to
such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees
by paragraphs (a), (d), (e), and (f ) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the SEC (or the corresponding
provisions of any regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Trust); (D)
any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a
proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder
believes that the candidate is or will be an "interested person" of the Trust (as defined in the 1940 Act) and, if not an
"interested person," information regarding the candidate that will be sufficient for the Trust to make such determination;
(ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii)
the recommending shareholder's name as it appears on the Trust's books; (iv) the series (and, if applicable, class) and number
of all shares of the Trust owned beneficially and of record by the recommending shareholder; and (v) a description of all
arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including
their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Governance
Committee may require the candidate to interview in person or furnish such other information as it may reasonably require
or deem necessary to determine the eligibility of such candidate to serve as a Trustee of the Trust. The Governance Committee
has full discretion to reject nominees recommended by shareholders, and there is no assurance that any such person properly
recommended and considered by the Committee will be nominated for election to the Board.
The Governance Committee may from time-to-time propose nominations of one or more individuals to serve as members of an "advisory
board," as such term is defined in Section 2(a)(1) of the 1940 Act ("Advisory Trustees"). An individual may be eligible to
serve as an Advisory Trustee only if that individual meets the requirements to be an Independent Trustee and does not otherwise
serve the Trust in any other capacity. Any Advisory Trustee shall serve at the pleasure of the Board and may be removed, at
any time, with or without cause, by the Board. An Advisory Trustee may be nominated and elected as a Trustee, at which time
he or she shall cease to be an Advisory Trustee. Advisory Trustees shall perform solely advisory functions. Unless otherwise
specified by the Committee or the Board, Advisory Trustees are invited to attend meetings of the Board and all committees
of the Board. Advisory Trustees shall participate in meeting discussions but do not have a vote upon any matter presented
to the Board or any committee of the Board, nor do they have any power or authority to act on behalf of or to bind the Board,
any committee of the Board or the Trust. Advisory Trustees shall not have any responsibilities or be subject to any liabilities
imposed upon Trustees by law or otherwise. Advisory Trustees shall be entitled, to the maximum extent permitted by law, to
be indemnified by the Trust and shall be covered by any liability insurance coverage that extends to Trustees and officers
of the Trust. Advisory Trustees shall be paid the same meeting fees payable to Trustees and shall have their expenses reimbursed
in accordance with existing Board expense reimbursement policies. Advisory Trustees shall not receive any retainer fees.
(2)
Audit Committee.
The Audit Committee oversees the Funds' accounting and financial reporting policies and practices, reviews the results of
the annual audits of the Funds' financial statements, and interacts with the Funds' independent registered public accounting
firm on behalf of the full Board. The Audit Committee operates pursuant to a separate charter, and met seven times during
the Fund's most recently completed fiscal year. Judith M. Johnson serves as the chairperson of the Audit Committee.
(3)
Valuation Committee.
The Board has delegated to the Valuation Committee the authority to take any necessary or appropriate action and address
any issues regarding the valuation of Fund portfolio securities under the Trust's valuation procedures, including determining
the fair value of securities between Board regularly scheduled meetings in instances where that determination has not otherwise
been delegated to the valuation team ("Management Valuation Team") of Funds Management. The Board considers for ratification
at each quarterly meeting any valuation actions taken by the Valuation Committee or the Management Valuation Team during the
previous quarter that require ratification. Any one member of the Valuation Committee may constitute a quorum for a meeting
of the committee. The Valuation Committee did not meet during the Fund's most recently completed fiscal year.
(4)
Dividend Committee
. The Board has delegated to the Dividend Committee the responsibility to review and approve certain dividend amount determinations
made by a separate committee composed of representatives from Funds Management and certain sub-advisers ("Management Open-End
Dividend Committee"). The Board also has delegated to the Management Open-End Dividend Committee the authority to determine
periodic dividend amounts subject to certain Board-approved thresholds ("Thresholds") to be paid by each of the Emerging Markets
Equity Income Fund, Emerging Markets Local Bond Fund, International Bond Fund, Inflation-Protected Bond Fund and Strategic
Income Fund. To the extent the Management Open-End Dividend Committee makes a dividend amount determination that does exceeds
the Thresholds, the Dividend Committee must review and approve such determination. The Dividend Committee is composed of three
Independent Trustees and did not meet during the Funds' most recently completed fiscal year.
Compensation.
The Trustees do not receive any retirement benefits or deferred compensation from the Trust or any other member of the Fund
Complex. The Trust's Officers are not compensated by the Trust for their services. For the fiscal year ending October 31,
2013, the Trustees received the following compensation:
Trustee Compensation
Trustee
Compensation From Each Fund
1
Total Compensation from the Fund Complex
2
Peter G. Gordon
$2,271
$297,500
Isaiah Harris, Jr.
$1,927
$252,500
Judith M. Johnson
$2,156
$282,500
Leroy Keith, Jr.
$1,927
$252,500
David F. Larcker
$1,927
$252,500
Olivia S. Mitchell
$1,927
$252,500
Timothy J. Penny
$1,973
$258,500
Michael S. Scofield
$1,927
$252,500
Donald C. Willeke
$1,927
$252,500
Beneficial Equity Ownership Information.
As of the calendar year ended December 31, 2013, the Trustees and Officers of the Trust, as a group, beneficially owned less
than 1% of the outstanding shares of the Trust. The table below shows for each Trustee, the dollar value of the Funds' equity
securities beneficially owned by the Trustee, and the aggregate value of all investments in equity securities of the Fund
Complex, stated as one of the following ranges: $0; $1-$10,000; $10,001- $50,000; $50,001-$100,000; and over $100,000.
Independent Trustees
Trustee
Fund
Dollar Range
Aggregate Dollar
Peter G. Gordon
Emerging Markets Local Bond Fund
$0
Over $100,000
Isaiah Harris, Jr.
Emerging Markets Local Bond Fund
$0
Over $100,000
Judith M. Johnson
Emerging Markets Local Bond Fund
$0
Over $100,000
Leroy Keith. Jr.
Emerging Markets Local Bond Fund
$0
Over $100,000
David F. Larcker
Emerging Markets Local Bond Fund
$0
Over $100,000
Olivia S. Mitchell
Emerging Markets Local Bond Fund
$0
Over $100,000
Timothy J. Penny
Emerging Markets Local Bond Fund
$0
Over $100,000
Michael S. Scofield
Emerging Markets Local Bond Fund
$0
Over $100,000
Donald C. Willeke
Emerging Markets Local Bond Fund
$0
Over $100,000
Ownership of Securities of Certain Entities.
As of the calendar year ended December 31, 2013, none of the Independent Trustees and/or their immediate family members owned
securities of the adviser, any sub-advisers, or the distributor, or any entity directly or indirectly controlling, controlled
by, or under common control with the adviser, any sub-advisers, or the distributor.
Adviser
Funds Management, an indirect wholly owned subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Bank, is the
adviser for the Funds. Funds Management is responsible for implementing the investment policies and guidelines for the Funds,
and for supervising the sub-advisers who are responsible for the day-to-day portfolio management of the Funds.
Wells Fargo & Company is a diversified financial services company providing banking, insurance, investments, mortgage and
consumer financial services. The involvement of various subsidiaries of Wells Fargo & Company, including Funds Management,
in the management and operation of the Fund and in providing other services or managing other accounts gives rise to certain
actual and potential conflicts of interest.
For example, certain investments may be appropriate for a Fund and also for other clients advised by Funds Management and
its affiliates, and there may be market or regulatory limits on the amount of such investments, which may cause competition
for limited positions. Also, various clients and proprietary accounts of Funds Management and its affiliates may at times
take positions that are adverse to a Fund. Funds Management applies various policies to address these situations, but a Fund
may nonetheless incur losses or underperformance during periods when Wells Fargo & Company, its affiliates and their clients
achieve gains or outperformance.
Wells Fargo & Company may have interests in or provide services to portfolio companies or Fund shareholders or intermediaries
that may not be fully aligned with the interests of all investors. Funds Management and its affiliates serve in multiple roles,
including as adviser and, for most
Wells Fargo Advantage Funds
, sub-adviser, as well as administrator and principal underwriter.
These are all considerations of which an investor should be aware and which may cause conflicts that could disadvantage a
Fund. Funds Management has instituted business and compliance policies, procedures and disclosures that are designed to identify,
monitor and mitigate such conflicts of interest.
As compensation for its advisory services, Funds Management is entitled to receive a monthly fee at the annual rates indicated
below of each Fund's average daily net assets:
Fund
Fee
Emerging Markets Local Bond Fund
First $500 million
0.650%
Next $500 million
0.625%
Next $2 billion
0.600%
Next $2 billion
0.575%
Over $5 billion
0.550%
Fund
Fee
International Bond Fund
First $500 million
0.550%
Next $500 million
0.525%
Next $2 billion
0.500%
Next $2 billion
0.475%
Over $5 billion
0.450%
Fund
Fee
Strategic Income Fund
First $500 million
0.475%
Next $500 million
0.450%
Next $2 billion
0.425%
Next $2 billion
0.400%
Over $5 billion
0.375%
Advisory Fees Paid.
Below are the aggregate advisory fees paid by the Funds to Funds Management, and the aggregate advisory fees waived by Funds
for the past three fiscal years or periods. For the International Bond Fund, amounts paid prior to July 12, 2010 were paid
to the Fund's previous investment adviser.
Advisory Fees Paid
Fund/Fiscal Year or Period
Advisory Fees Paid
Advisory Fees Waived
October 31, 2013
Emerging Markets Local Bond Fund
$
0
$
179,179
International Bond Fund
$
7,876,214
$
724,710
Strategic Income Fund
1
$
0
$
88,055
October 31, 2012
Emerging Markets Local Bond Fund
2
$
0
$
72,134
International Bond Fund
$
8,647,274
$
271,266
October 31, 2011
International Bond Fund
$
8,822,585
$
46,384
General.
Each Fund's Advisory Agreement will continue in effect provided the continuance is approved annually (i) by the holders of
a majority of the respective Fund's outstanding voting securities or by the Board and (ii) by a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" (as defined under the 1940 Act) of any such party. A Fund's
Advisory Agreement may be terminated on 60 days' written notice by either party and will terminate automatically if assigned.
Sub-Adviser
Funds Management has engaged First International Advisors, LLC ("First International Advisors") and Wells Capital Management
Incorporated ("Wells Capital Management") and indirect wholly owned subsidiary of Wells Fargo & Company and an affiliate of
Funds Management, to serve as subadvisers to the Funds (each a "Sub-Adviser" and collectively, the "Sub-Advisers"). Subject
to the direction of the Trust's Board and the overall supervision and control of Funds Management and the Trust, the Sub-Adviser
makes recommendations regarding the investment and reinvestment of each Fund's assets. In addition, Wells Capital Management
also provides asset allocation services to the Funds. The Sub-Advisers furnish to Funds Management periodic reports on the
investment activity and performance of the Funds. The Sub-Advisers also furnish such additional reports and information as
Funds Management and the Trust's Board and Officers may reasonably request. Funds Management may, from time to time and in
its sole discretion, allocate and reallocate services provided by and fees paid to an affiliated Sub-Adviser.
For providing sub-advisory services to the Funds, the Sub-Advisers are entitled to receive monthly fees at the annual rates
indicated below of each Fund's average daily net assets. These fees may be paid by Funds Management or directly by a Fund.
If a sub-advisory fee is paid directly by a Fund, the compensation paid to Funds Management for advisory fees will be reduced
accordingly.
Fund
Sub-Adviser
Fee
Emerging Markets Local Bond Fund
First International Advisors
First $100 million
0.450%
Next $200 million
0.400%
Over $300 million
0.300%
Fund
Sub-Adviser
Fee
International Bond Fund
First International Advisors
First $100 million
0.350%
Next $200 million
0.300%
Over $300 million
0.200%
Fund
Sub-Adviser
Fee
Strategic Income Fund
First International Advisors
First $100 million
0.350%
Next $200 million
0.300%
Over $300 million
0.200%
Wells Capital Management
First $100 million
0.300%
Next $200 million
0.250%
Next $200 million
0.200%
Over $500 million
0.150%
Portfolio Managers
The following information supplements, and should be read in conjunction with, the section in each Prospectus entitled "Portfolio
Managers." The information in this section is provided as of October 31, 2013 for the Funds managed by the portfolio managers
listed below (each, a "Portfolio Manager" and together, the "Portfolio Managers"). The Portfolio Managers manage the investment
activities of the Funds on a day-to-day basis as follows.
Funds
Sub-Adviser
Portfolio Managers
Emerging Markets Local Bond Fund
First International Advisors
Tony Norris
International Bond Fund
First International Advisors
Tony Norris
Strategic Income Fund
First International Advisors
Tony Norris
Wells Capital Management
Michael J. Bray, CFA
Management of Other Accounts
.
The following table(s) provide information relating to other accounts managed by the Portfolio Manager(s). The table(s) do
not include the Funds or any personal brokerage accounts of the Portfolio Manager(s) and their families.
First International Advisors
Portfolio Managers
Michael Lee
Registered Investment Companies
Number of Accounts
6
Total Assets Managed
$2.233 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
16
Total Assets Managed
$264.36 Million
Number Subject to Performance Fee
1
Assets Subject to Performance Fee
$221.19 Million
Other Accounts
Number of Accounts
6
Total Assets Managed
$2.422 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Portfolio Managers
Tony Norris
Registered Investment Companies
Number of Accounts
6
Total Assets Managed
$2.233 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
16
Total Assets Managed
$264.36 Million
Number Subject to Performance Fee
1
Assets Subject to Performance Fee
$221.19 Million
Other Accounts
Number of Accounts
6
Total Assets Managed
$2.422 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Portfolio Managers
Alex Perrin
Registered Investment Companies
Number of Accounts
6
Total Assets Managed
$2.233 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
16
Total Assets Managed
$264.36 Million
Number Subject to Performance Fee
1
Assets Subject to Performance Fee
$221.19 Million
Other Accounts
Number of Accounts
6
Total Assets Managed
$2.422 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Portfolio Managers
Christopher Wightman
Registered Investment Companies
Number of Accounts
6
Total Assets Managed
$2.233 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
16
Total Assets Managed
$264.36 Million
Number Subject to Performance Fee
1
Assets Subject to Performance Fee
$221.19 Million
Other Accounts
Number of Accounts
6
Total Assets Managed
$2.422 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Portfolio Managers
Peter Wilson
Registered Investment Companies
Number of Accounts
6
Total Assets Managed
$2.233 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
16
Total Assets Managed
$264.36 Million
Number Subject to Performance Fee
1
Assets Subject to Performance Fee
$221.19 Million
Other Accounts
Number of Accounts
6
Total Assets Managed
$2.422 Billion
Number Subject to Performance Fee
0
Assets Subject to Performance Fee
$0
Wells Capital Management
Portfolio Manager
Michael J. Bray, CFA
Registered Investment Companies
Number of Accounts
6
Total Assets Managed
$3.493 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
2
Total Assets Managed
$2.084 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Accounts
Number of Accounts
7
Total Assets Managed
$2.283 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Portfolio Manager
Niklas Nordenfelt
Registered Investment Companies
Number of Accounts
4
Total Assets Managed
$2.222 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
5
Total Assets Managed
$397 Million
Number of Accounts Subject to Performance Fee
1
Assets of Accounts Subject to Performance Fee
$183 Million
Other Accounts
Number of Accounts
30
Total Assets Managed
$2.253 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Portfolio Manager
Margaret D. Patel
Registered Investment Companies
Number of Accounts
3
Total Assets Managed
$1.309 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
0
Total Assets Managed
$0
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Accounts
Number of Accounts
1
Total Assets Managed
$85 Million
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Portfolio Manager
Thomas M. Price, CFA
Registered Investment Companies
Number of Accounts
4
Total Assets Managed
$4.382 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
1
Total Assets Managed
$26 Million
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
0
Other Accounts
Number of Accounts
3
Total Assets Managed
$159 Million
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Portfolio Manager
Scott M. Smith, CFA
Registered Investment Companies
Number of Accounts
0
Total Assets Managed
$0
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Pooled Investment Vehicles
Number of Accounts
0
Total Assets Managed
$0
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Other Accounts
Number of Accounts
77
Total Assets Managed
$5.227 Billion
Number of Accounts Subject to Performance Fee
0
Assets of Accounts Subject to Performance Fee
$0
Material Conflicts of Interest.
The Portfolio Managers face inherent conflicts of interest in their day-to-day management of the Funds and other accounts
because the Funds may have different investment objectives, strategies and risk profiles than the other accounts managed by
the Portfolio Managers. For instance, to the extent that the Portfolio Managers manage accounts with different investment
strategies than the Funds, they may from time to time be inclined to purchase securities, including initial public offerings,
for one account but not for a Fund. Additionally, some of the accounts managed by the Portfolio Managers may have different
fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases significantly
higher or lower, than the fees paid by the Funds. The differences in fee structures may provide an incentive to the Portfolio
Managers to allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interest, the Sub-Advisers have adopted and implemented policies and
procedures, including brokerage and trade allocation policies and procedures, that they believe address the potential conflicts
associated with managing portfolios for multiple clients and ensure that all clients are treated fairly and equitably. Additionally,
some of the Sub-Advisers minimize inherent conflicts of interest by assigning the Portfolio Managers to accounts having similar
objectives. Accordingly, security block purchases are allocated to all accounts with similar objectives in proportionate weightings.
Furthermore, the Sub-Advisers have adopted a Code of Ethics under Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Investment
Advisers Act of 1940 (the "Advisers Act") to address potential conflicts associated with managing the Funds and any personal
accounts the Portfolio Managers may maintain.
First International Advisors
. First International Advisors' Portfolio Managers often provide investment management for separate accounts advised in the
same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially
lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, First
International Advisors has implemented policies and procedures for the express purpose of ensuring that clients are treated
fairly and that potential conflicts of interest are minimized.
Wells Capital Management.
Wells Capital Management's Portfolio Managers often provide investment management for separate accounts advised in the same
or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead
to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital
Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and
that potential conflicts of interest are minimized.
Compensation
.
The Portfolio Managers were compensated by their employing sub-adviser from the fees the Adviser paid the Sub-Adviser using
the following compensation structure:
First International Advisors Compensation
.
The compensation structure for First International Advisors's Portfolio Managers includes a competitive fixed base salary
plus variable incentives (First International Advisors utilizes investment management compensation surveys as confirmation).
Incentive bonuses are typically tied to relative investment performance of all accounts under his or her management within
acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results,
with a predominant weighting on the 3-and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent
with the investment style. This evaluation takes into account relative performance of the accounts to each account's individual
benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the
overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Fund's portfolio
may be compared for these purposes generally are indicated in the Performance" sections of the Prospectuses.
Wells Capital Management.
The compensation structure for Wells Capital Management's Portfolio Managers includes a competitive fixed base salary plus
variable incentives (Wells Capital Management utilizes investment management compensation surveys as confirmation). Incentive
bonuses are typically tied to relative investment performance of all accounts under his or her management within acceptable
risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant
weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment
style. This evaluation takes into account relative performance of the accounts to each account's individual benchmark and/or
the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment
style. In the case of each Fund, the benchmark(s) against which the performance of the Fund's portfolio may be compared for
these purposes generally are indicated in the "Performance" sections of the Prospectuses.
Beneficial Ownership in the Funds.
The following table shows for each Portfolio Manager the dollar value of Fund equity securities beneficially owned by the
Portfolio Manager, stated as one of the following ranges:
$0;
Portfolio Manager Fund Holdings
Sub-Adviser / Portfolio Manager
Funds
Dollar Range of Holdings in Fund
First International Advisors
Tony Norris
Emerging Markets Local Bond Fund
$0
1
Peter Wilson
Emerging Markets Local Bond Fund
$0
1
Michael Lee
Emerging Markets Local Bond Fund
$0
1
Alex Perrin
Emerging Markets Local Bond Fund
$0
1
Christopher Wightman
Emerging Markets Local Bond Fund
$0
1
Wells Capital Management
Michael J. Bray, CFA
Strategic Income Fund
$0
David Germany, Ph.D.
Strategic Income Fund
$0
Niklas Nordenfelt, CFA
Strategic Income Fund
$0
Margaret D. Patel
Strategic Income Fund
$0
Thomas M. Price, CFA
Strategic Income Fund
$0
Scott M. Smith, CFA
Strategic Income Fund
$0
Administrator
The Trust has retained Funds Management, the adviser for the Funds, located at 525 Market Street, 12th Floor, San Francisco,
CA 94105, to also serve as administrator on behalf of the Funds pursuant to an Administration Agreement. Under the Administration
Agreement with the Trust, Funds Management provides, among other things: (i) general supervision of the Funds' operations,
including communication, coordination, and supervision services with regard to the Funds' transfer agent, custodian, fund
accountant and other service organizations that render record-keeping or shareholder communication services; (ii) coordination
of the preparation and filing of reports and other information materials regarding the Funds, including prospectuses, proxies
and other shareholder communications; (iii) development and implementation of procedures for monitoring compliance with regulatory
requirements and compliance with the Funds' investment objectives, policies and restrictions; and (iv) any other administrative
services reasonably necessary for the operation of the Funds other than those services that are provided by the Funds' transfer
agent, custodian, and fund accountant. Funds Management also furnishes office space and certain facilities required for conducting
the Funds' business together with ordinary clerical and bookkeeping services.
In addition, Funds Management has agreed to pay all of the Funds' fees and expenses for services provided by the Funds' transfer
agent and various sub-transfer agents and omnibus account servicers and record-keepers out of the fees it receives as administrator.
Because the administrative services provided by Funds Management vary by class, the fees payable to Funds Management also
vary by class. For providing administrative services, including paying the Funds' fees and expenses for services provided
by the Funds' transfer agent and various sub-transfer agents and omnibus account servicers and record-keepers, Funds Management
is entitled to receive an annual fee at the rates indicated below, as a percentage of each Fund's average daily net assets:
Fund-Level Administrator Fee
Class-Level Administrator Fee
Total Administrator Fee
Share Class
Average Daily Net Assets
% of Average Daily
% of Average Daily Net Assets
Average Daily Net Assets
% of Average Daily
Class A, Class B and Class C
First $5 billion
0.05%
0.16%
First $5 billion
0.21%
Administrator Class
First $5 billion
0.05%
0.10%
First $5 billion
0.15%
Institutional Class
First $5 billion
0.05%
0.08%
First $5 billion
0.13%
R6
First $5 billion
0.05%
0.03%
First $5 billion
0.08%
Administrative Fees Paid.
Below are the aggregate administrative fees paid by the Fund and the aggregate administrative fees waived by the adviser
for the last three fiscal years.
Distributor
Wells Fargo Funds Distributor, LLC (the "Distributor"), an affiliate of Funds Management located at 525 Market Street, San
Francisco, California 94105, serves as the distributor to the Funds.
The Funds that offer Class B, Class C and Class R shares have adopted a distribution plan (a "Plan") under Section 12(b) of
the 1940 Act and Rule 12b-1 thereunder (the "Rule") for their Class B, Class C and Class R shares. The Plan was adopted by
the Board, including a majority of the Independent Trustees who had no direct or indirect financial interest in the operation
of the Plan or in any agreement related to the Plan.
Under the Plan and pursuant to the related Distribution Agreement, the Class B, Class C and Class R shares of these Funds
pay the Distributor, on a monthly basis, an annual fee of up to 0.75%, 0.75% and 0.25%, respectively, of the average daily
net assets attributable to each class as compensation for distribution-related services or as reimbursement for distribution-related
expenses.
The actual fee payable to the Distributor by these Funds and classes is determined, within such limit, from time to time by
mutual agreement between the Trust and the Distributor and will not exceed the maximum sales charges payable by mutual funds
sold by members of the Financial Industry Regulatory Authority ("FINRA") under the Conduct Rules of the National Association
of Securities Dealers. The Distributor's distribution-related revenues from the Plan may be more or less than distribution-related
expenses incurred during the period. The Distributor may enter into selling agreements with one or more broker-dealers under
which such broker-dealers may receive compensation for distribution-related services from the Distributor, including, but
not limited to, commissions or other payments to such agents based on the average daily net assets of Fund shares attributable
to their customers. The Trustees believe that these relationships and distribution channels provide potential for increased
Fund assets and ultimately corresponding economic efficiencies (i.e., lower per-share transaction costs and fixed expenses)
that are generated by increased assets under management. While Class B shares are closed to new investors and additional investments
(except in connection with reinvestment of distributions and permitted exchanges), the Distributor may use the fees payable
by such shares under the Plan to make payments to selling or servicing agents for past sales and distribution efforts, as
well as for the provision of ongoing services to shareholders. In addition to payments received from the Fund, selling or
servicing agents may receive significant additional payments directly from Funds Management in connection with the sale of
Fund shares. The Distributor may retain any portion of the total distribution fee payable thereunder to compensate it for
distribution-related services provided by it or to reimburse it for other distribution-related expenses.
For the fiscal year ended October 31, 2013, the Funds paid the Distributor the following fees for distribution-related services.
The Distributor's distribution-related revenues from the Plan may be more or less than distribution-related expenses incurred
during the period. As a result, the compensation paid to broker/dealers by the Distributor may exceed the compensation paid
to the Distributor by the Fund.
Distribution Fees
Fund
Total Distribution Fee Paid by Fund
Compensation Paid to Distributor
Compensation to Broker/Dealers
Other
Emerging Markets Local Bond Fund
Class C
$4,210
$4,073
$137
$0
International Bond Fund
Class B
$21,048
$0
$0
$21,048
1
Class C
$145,876
$15,898
$129,978
$0
Strategic Income Fund
Class C
$2,776
$2,776
$0
$0
General
. The Plan will continue in effect from year to year if such continuance is approved by a majority vote of both the Trustees
of the Trust and the Independent Trustees. Any Distribution Agreement related to the Plan also must be approved by such vote
of the Trustees and the Independent Trustees. Such agreement will terminate automatically if assigned, and may be terminated
at any time, without payment of any penalty, by a vote of a majority of the outstanding voting securities of the relevant
class of a Fund or by vote of a majority of the Independent Trustees on not more than 60 days' written notice. The Plan may
not be amended to increase materially the amounts payable thereunder without the approval of a majority of the outstanding
voting securities of a Fund, and no material amendment to the Plan may be made except by a majority of both the Trustees and
the Independent Trustees.
The Plan provides that the Treasurer of the Trust shall provide to the Trustees, and the Trustees shall review, at least quarterly,
a written report of the amounts expended (and purposes therefore) under the Plan. The Rule also requires that the selection
and nomination of Trustees who are not "interested persons" of the Trust be made by such Independent Trustees.
Shareholder Servicing Agent
The Funds have approved a Shareholder Servicing Plan and have entered into a related Shareholder Servicing Agreement with
the Distributor and Funds Management. Under this agreement, the Distributor and Funds Management are authorized to perform
services for customers, or to engage third parties to perform services for customers under Administrative and Shareholder
Services Agreements. Under these agreements, third parties agree to perform, as agents for their customers, administrative
services, with respect to Fund shares, which include aggregating and transmitting shareholder orders for purchases, exchanges
and redemptions; maintaining shareholder accounts and records; and providing such other related services as the Trust or a
shareholder may reasonably request. For providing these services, an agent is entitled to an annual fee from the applicable
Fund of up to 0.25% of the average daily net assets of the Class A, Class B, Class C and Administrator Class shares owned
of record or beneficially by the customers of the agent during the period for which payment is being made. The Shareholder
Servicing Plan, related Shareholder Servicing Agreement, and form of Administrative and Shareholder Services Agreement were
approved by the Trustees and provide that a Fund shall not be obligated to make any payments under such plans or related agreements
that exceed the maximum amounts payable under the Conduct Rules enforced by FINRA.
General
. The Shareholder Servicing Plan will continue in effect from year to year if such continuance is approved by a majority vote
of the Trustees and the Independent Trustees. Any form of Shareholder Servicing Agreement related to the Shareholder Servicing
Plan also must be approved by such vote of the Trustees and the Independent Trustees. Shareholder Servicing Agreements may
be terminated at any time, without payment of any penalty, by a vote of a majority of the Board, including a majority of the
Independent Trustees. No material amendment to the Shareholder Servicing Plan or related Shareholder Servicing Agreements
may be made except by a majority of both the Trustees of the Trust and the Independent Trustees.
The Shareholder Servicing Plan requires that the Administrator of the Trust shall provide to the Trustees, and the Trustees
shall review, at least quarterly, a written report of the amounts expended (and purposes therefore) under the Shareholder
Servicing Plan.
Custodian and Fund Accountant
State Street Bank and Trust Company ("State Street"), located at State Street Financial Center, One Lincoln Street Boston,
Massachusetts 02111, acts as Custodian and fund accountant for the Funds. As Custodian, State Street, among other things,
maintains a custody account or accounts in the name of each Fund, handles the receipt and delivery of securities, selects
and monitors foreign sub-custodians as the Fund's global custody manager, determines income and collects interest on each
Fund's investments and maintains certain books and records. As fund accountant, State Street is responsible for calculating
each Fund's daily net asset value per share and for maintaining its portfolio and general accounting records. For its services,
State Street is entitled to receive certain transaction fees, asset-based fees and out-of-pocket costs.
Transfer and Distribution Disbursing Agent
Boston Financial Data Services, Inc. ("BFDS"), located at Two Thousand Crown Colony Drive, Quincy, Massachusetts 02169, acts
as transfer and distribution disbursing agent for the Funds. For providing such services, BFDS is entitled to receive fees
from the Administrator.
Underwriting Commissions
The Distributor serves as the principal underwriter distributing securities of the Funds on a continuous basis.
For the fiscal periods listed below, the aggregate amounts of underwriting commissions paid to and retained by the Distributor
are as follows:
Underwriting Commissions
Fund/Fiscal Year or Period
Aggregate Total Underwriting Commissions
Underwriting Commissions Retained
October 31, 2013
Emerging Markets Local Bond Fund
$
753
$
753
International Bond Fund
$
27,714
$
22,553
Strategic Income Fund
1
$
150
$
150
October 31, 2012
Emerging Markets Local Bond Fund
2
$
26
$
26
International Bond Fund
$
22,002
$
16,347
October 31, 2011
International Bond Fund
$
34,342
$
31,671
Code of Ethics
The Fund Complex, Funds Management, the Distributor and the Sub-Adviser each has adopted a code of ethics which contains policies
on personal securities transactions by "access persons" as defined in each of the codes. These policies comply with Rule 17j-1
under the 1940 Act and Rule 204A-1 under the Advisers Act, as applicable. Each code of ethics, among other things, permits
access persons to invest in certain securities, subject to various restrictions and requirements. More specifically, each
code of ethics either prohibits its access persons from purchasing or selling securities that may be purchased or held by
a Fund or permits such access persons to purchase or sell such securities, subject to certain restrictions. Such restrictions
do not apply to purchases or sales of certain types of securities, including shares of open-end investment companies that
are unaffiliated with the Wells Fargo Advantage Funds family, money market instruments and certain U.S. Government securities.
To facilitate enforcement, the codes of ethics generally require that an access person, other than "disinterested" directors
or trustees, submit reports to a designated compliance person regarding transactions involving securities which are eligible
for purchase by a Fund. The codes of ethics for the Fund Complex, the Adviser, the Distributor and the Sub-Adviser are on
public file with, and are available from, the SEC.
DETERMINATION OF NET ASSET VALUE
The NAV per share for each Fund is determined as of the close of regular trading (generally 4:00 p.m. (Eastern time)) on each
day the New York Stock Exchange ("NYSE") is open for business. Expenses and fees, including advisory fees, are accrued daily
and are taken into account for the purpose of determining the NAV of each Fund's shares.
Each Fund's investments are generally valued at current market prices. Securities are generally valued based on the last sales
price during the regular trading session if the security trades on an exchange ("closing price"). Securities that are not
traded primarily on an exchange generally are valued using latest quoted bid prices obtained by an independent pricing service.
Securities listed on the Nasdaq Stock Market, Inc., however, are valued at the Nasdaq Official Closing Price ("NOCP"), and
if no NOCP is available, then at the last reported sales price. A Fund is required to depart from these general valuation
methods and use fair value pricing methods to determine the value of certain investments if it is determined that the closing
price or the latest quoted bid price of a security, including securities that trade primarily on a foreign exchange, does
not accurately reflect its current value when the Fund calculates its NAV. In addition, we also use fair value pricing to
determine the value of investments in securities and other assets, including illiquid securities, for which current market
quotations are not readily available. The closing price or the latest quoted bid price of a security may not reflect its current
value if, among other things, a significant event occurs after the closing price or latest quoted bid price but before a Fund
calculates its NAV that materially affects the value of the security. We use various criteria, including a systematic evaluation
of U.S. market moves after the close of foreign markets, in deciding whether a foreign security's market price is still reliable
and, if not, what fair market value to assign to the security. With respect to any portion of a Fund's assets that are invested
in other mutual funds, the Fund's NAV is calculated based upon the net asset values of the other mutual funds in which the
Fund invests, and the prospectuses for those companies explain the circumstances under which those companies will use fair
value pricing and the effects of using fair value pricing. In light of the judgment involved in fair value decisions, there
can be no assurance that a fair value assigned to a particular security is accurate. Such fair value pricing may result in
NAVs that are higher or lower than NAVs based on the closing price or latest quoted bid price.
Money market instruments and debt instruments maturing in 60 days or less generally are valued at amortized cost. Futures
contracts will be marked to market daily at their respective settlement prices determined by the relevant exchange. Prices
may be furnished by a reputable independent pricing service. Prices provided by an independent pricing service may be determined
without exclusive reliance on quoted prices and may take into account appropriate factors such as institutional-size trading
in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market
data.
For a Fund that invests directly in foreign securities, portfolio securities are generally valued on the basis of quotations
from the primary market in which they are traded. However, if, in the judgment of the Board, a security's value has been materially
affected by events occurring after the close of the exchange or the market on which the security is principally traded (for
example, a foreign exchange or market), that security may be valued by another method that the Board believes accurately reflects
fair value. A security's valuation may differ depending on the method used to determine its value.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Funds may be purchased on any day a Fund is open for business. Generally, each Fund is open for business each
day the NYSE is open for trading (a "Business Day"). The NYSE is currently scheduled to be closed in observance of New Year's
Day, Martin Luther King Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, and Christmas Day (each a "Holiday"). When any Holiday falls on a weekend, the NYSE typically is closed on the weekday
immediately before or after such Holiday.
Purchase orders for a Fund received before such Fund's NAV calculation time, generally are processed at such time on that
Business Day. Purchase orders received after a Fund's NAV calculation time generally are processed at such Fund's NAV calculation
time on the next Business Day. Selling Agents may establish earlier cut-off times for processing your order. Requests received
by a Selling Agent after the applicable cut-off time will be processed on the next Business Day. On any day the NYSE closes
early, the Funds will close early. On these days, the NAV calculation time and the distribution, purchase and redemption cut-off
times for the Funds may be earlier than their stated NAV calculation time described above.
Payment for shares may, in the discretion of the Adviser, be made in the form of securities that are permissible investments
for the Fund. For further information about this form of payment, please contact the Distributor. In connection with an in-kind
securities payment, the Funds will require, among other things, that the securities be valued on the day of purchase in accordance
with the pricing methods used by a Fund and that such Fund receives satisfactory assurances that (i) it will have good and
marketable title to the securities received by it; (ii) that the securities are in proper form for transfer to the Fund; and
(iii) adequate information will be provided concerning the basis and other matters relating to the securities.
Each Fund reserves the right to reject any purchase orders, and under the 1940 Act, may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the NYSE is closed (other than customary weekend
and holiday closings), or during which trading is restricted, or during which, as determined by SEC rule, regulation or order,
an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or for
such periods as the SEC may permit. The Fund may also redeem shares involuntarily or make payment for redemption in securities
or other property if it appears appropriate to do so in light of the Fund's responsibilities under the 1940 Act. In addition,
the Fund may redeem shares involuntarily to reimburse the Fund for any losses sustained by reason of the failure of a shareholder
to make full payment for shares purchased or to collect any charge relating to a transaction effected for the benefit of a
shareholder which is applicable to shares of the Fund as provided from time to time in the Prospectuses.
Amount of Purchase
Front-End Sales Charge as %
Front-End Sales Charge as %
Dealer
Less than $50,000
4.50%
4.71%
4.00%
$50,000 - $99,999
4.00%
4.17%
3.50%
$100,000 - $249,999
3.50%
3.63%
3.00%
$250,000 - $499,999
2.50%
2.56%
2.25%
$500,000 - $999,999
2.00%
2.04%
1.75%
$1,000,000 and over
1
0.00%
0.00%
1.00%
Computation Of Class A Offering Price.
Class A shares are sold at their NAV plus a sales charge. Below is an example of the method of computing the offering price
of Class A shares of each Fund. The example assumes a purchase of Class A shares of each Fund aggregating less than $50,000
based upon the NAV of each Fund's Class A shares as of its most recent fiscal year end.
Computation of Class A Offering Price
Fund
Net Asset Value Per Share
Sales Charge Per Share
1
Offering Price Per Share
Emerging Markets Local Bond (A)
$9.68
4.50%
$10.14
International Bond (A)
$11.32
4.50%
$11.85
Strategic Income (A)
$9.66
4.50%
$10.12
Purchases and Redemptions for Existing Wells Fargo Advantage Funds Account Holders Via the Internet
. All shareholders with an existing Wells Fargo Advantage Funds account may purchase additional shares of funds or classes
of funds within the Wells Fargo Advantage family of funds that they already own and redeem existing shares via the Internet.
For purchases, such account holders must have a bank account linked to their Wells Fargo Advantage Funds account. Redemptions
may be deposited into a linked bank account or mailed via check to the shareholder's address of record. Internet account access
is available for institutional clients. Shareholders should contact Investor Services at
1-800-222-8222
or log on at wellsfargoadvantagefunds.com for further details. Shareholders who hold their shares in a brokerage account
should contact their selling agent.
Extraordinary Circumstances Affecting Redemptions
. Under the extraordinary circumstances discussed under Section 22(e) under the 1940 Act, we may suspend the right of redemption
or postpone the date of payment of a redemption for longer than seven days for each Fund. Generally, those extraordinary circumstances
are when: (i) the NYSE is closed or trading thereon is restricted; (ii) an emergency exists which makes the disposal by a
Fund of securities it owns, or the fair determination of the value of the Fund's net assets not reasonable or practical; or
(iii) the SEC, by order, permits the suspension of the right of redemption for the protection of shareholders.
Purchases and Redemptions Through Brokers and/or Their Affiliates
. A broker may charge transaction fees on the purchase and/or sale of Fund shares in addition to those fees described in the
Prospectuses in the Summary of Expenses. The Trust has authorized one or more brokers to receive on its behalf purchase and
redemption orders, and such brokers are authorized to designate other intermediaries to receive purchase and redemption orders
on the Trust's behalf. The Trust will be deemed to have received a purchase or redemption order for Fund shares when an authorized
broker or, if applicable, a broker's authorized designee, receives the order, and such orders will be priced at the Fund's
NAV next calculated after they are received by the authorized broker or the broker's designee.
Waiver of Minimum Initial Investment Amount for Investor Class Shares for Eligible Investors
. An eligible investor (as defined below) may purchase Investor Class shares of the Wells Fargo Advantage Funds without meeting
the minimum initial investment amount if the eligible investor participates in a $50 monthly automatic investment purchase
plan. Eligible investors include: Current and retired employees, directors/trustees and officers of: (i) Wells Fargo Advantage
Funds (including any predecessor funds) and (ii) Wells Fargo & Company and its affiliates; and Family members, as defined
in the prospectus, of any of the above.
Reduced Sales Charges for Former C&B Portfolio Shareholders
. Shareholders who purchased shares of the C&B Portfolios directly from the C&B Portfolios, and who became Wells Fargo Advantage
Fund shareholders in the reorganization between the Advisors' Inner Circle Fund and the Trust effective July 26, 2004 may
purchase Class A shares of any Wells Fargo Advantage Fund and any unnamed shares of WealthBuilder Portfolios at NAV. However,
beginning on July 1, 2013, this privilege will only be available to those former C&B Portfolio shareholders whose shares are
held directly with the Fund. Please see your account representative for details.
Reduced Sales Charges for Former Montgomery Fund Shareholders
. Former Montgomery Fund Class P and Class R shareholders who purchased their shares directly from the Montgomery Funds and
became Wells Fargo Advantage Fund shareholders in the reorganization, may purchase Class A shares of any Wells Fargo Advantage
Fund, and any unnamed shares of WealthBuilder Portfolios at NAV. However, beginning on July 1, 2013, this privilege will only
be available to those former Montgomery Fund shareholders whose shares are held directly with the Fund. Shareholders who did
not purchase such shares directly from the Montgomery Funds may purchase additional shares in the respective acquiring Wells
Fargo Advantage Fund at NAV. However, beginning on July 1, 2013, this privilege will only be available to those former Montgomery
Fund shareholders whose shares are held directly with the Fund.
Reduced Sales Charges for Certain Former Advisor Class Shareholders.
Investors who held Advisor Class shares of a Wells Fargo Advantage Fund at the close of business on June 20, 2008 (the "Eligibility
Time"), so long as the following conditions are met: (1) any purchases at NAV are limited to Class A shares of the same Fund
in which the investor held Advisor Class shares at the Eligibility Time; (2) share purchases are made in the same account
through which the investor held Advisor Class shares at the Eligibility Time; (3) the owner of the account remains the same
as the account owner at the Eligibility Time; and (4) following the Eligibility Time, the account maintains a positive account
balance at some time during a period of at least six months in length. Investors who held Advisor Class shares at the Eligibility
Time are also eligible to exchange their Class A shares for Class A shares of another Wells Fargo Advantage Fund without imposition
of any Class A sales charges and would be eligible to make additional purchases of Class A shares of such other Fund at NAV
in the account holding the shares received in exchange. The eligibility of such investors that hold Fund shares through an
account maintained by a financial institution is also subject to the following additional limitation. In the event that such
an investor's relationship with and/or the services such investor receives from the financial institution subsequently change,
such investor shall thereafter no longer be eligible to purchase Class A shares at NAV. Please consult with your financial
representative for further details.
Reduced Sales Charges for Certain Former Evergreen Fund Shareholders
. Former Evergreen Class IS shareholders who received Class A shares of a Fund as a result of a reorganization can continue
to purchase Class A shares of that Fund and any other Wells Fargo Advantage Fund purchased subsequently by exchange at NAV,
without paying the customary sales load, after which subsequent purchases of shares of the subsequent Fund may also be made
at NAV. However, beginning on July 31, 2012, this privilege will only be available to those former Evergreen Fund shareholders
whose shares are held directly with the Fund.
Former Evergreen Class R shareholders who received Class A shares of a Fund as a result of a reorganization can continue to
purchase Class A shares of that Fund and any other Wells Fargo Advantage Fund purchased subsequently by exchange at NAV, without
paying the customary sales load, after which subsequent purchases of shares of the subsequent Fund may also be made at NAV.
However, beginning on July 31, 2012, this privilege will only be available to those former Evergreen Fund shareholders whose
shares are held directly with the Fund.
Certain investors in acquired funds who became investors in the Evergreen Funds and subsequently became Wells Fargo Advantage
Fund shareholders in a reorganization, including former Class IS shareholders of Evergreen Strategic Value Fund and Evergreen
Limited Duration Fund, former Investor Class shareholders of Undiscovered Managers Funds, former shareholders of the GMO Global
Balanced Allocation Fund, the GMO Pelican Fund and America's Utility Fund, former shareholders of an Atlas Fund and shareholders
of record on October 12, 1990 (and members of their immediate families) in any series of the Salem Funds in existence on that
date, may purchase Class A shares of any Wells Fargo Advantage Fund, and any unnamed shares of WealthBuilder Portfolios at
NAV. However, beginning on July 1, 2013, this privilege will only be available to those former Evergreen Fund shareholders
whose shares are held directly with the Fund.
Reduced Sales Charges for Affiliated Funds
. Any affiliated fund that invests in a Wells Fargo Advantage Fund may purchase Class A shares of such Fund at NAV.
Reduced Sales Charges for Certain Holders of Class C Shares
. No CDSC is imposed on redemptions of Class C shares where a Fund did not pay a sales commission at the time of purchase.
Investors Eligible to Acquire Class B Shares
. Class B shares are closed to new investors and additional investments from existing shareholders, except that existing shareholders
of Class B shares may reinvest any distributions into Class B shares and exchange their Class B shares for Class B shares
of other Wells Fargo Advantage Funds (as permitted by current exchange privilege rules, except specified persons may acquire
Class B shares of a Fund in connection with the closing of a reorganization and except specified persons may acquire Class
B shares of a Fund in connection with the closing of a reorganization). No new or subsequent investments, including through
automatic investment plans, will be allowed in Class B shares of the Funds, except through a distribution reinvestment or
permitted exchange, or in connection with the closing of a reorganization.
Waiver of Contingent Deferred Sales Charge for certain Class B Shareholders
. For Class B shares purchased after May 18, 1999, for former Norwest Advantage Funds shareholders and after July 17, 1999 for
former Stagecoach Funds shareholders, for all Class B shares purchased after November 8, 1999, no CDSC is imposed on withdrawals
that meet both of the following circumstances:
withdrawals are made by participating in the Systematic Withdrawal Plan; and
withdrawals do not exceed 10% of your Fund assets (limit for Class B shares calculated annually based on your anniversary
date in the Systematic Withdrawal Plan).
Wells Fargo Advantage Funds
Income Funds
This SAI is not a prospectus and should be read in conjunction with the Funds' Prospectuses (the "Prospectuses") dated March
1, 2014. The audited financial statements for the Funds, which include the portfolios of investments and report of the independent
registered public accounting firm for the fiscal year ended October 31, 2013, are hereby incorporated by reference to the
Funds' Annual Reports. The Prospectuses, Annual Reports and Semi-Annual Reports may be obtained free of charge by visiting
our Web site at wellsfargoadvantagefunds.com, calling 1-800-222-8222 or writing to
Wells Fargo Advantage Funds®
, P.O. Box 8266, Boston, MA 02266-8266.
INCMS3/FASAI19
(03/14)
The
International Bond Fund
commenced operations on July 12, 2010, as successor to the Evergreen International Bond Fund. The predecessor fund commenced
operations on December 15, 1993.
Swap agreements are derivative instruments that can be individually negotiated and structured to address exposure to a variety
of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease
a Fund's exposure to long- or short-term interest rates, foreign currency values, mortgage securities, corporate borrowing
rates, or other factors such as security prices or inflation rates. A Fund may enter into a variety of swap agreements, including
interest rate, index, commodity, equity, credit default and currency exchange rate swap agreements, and other types of swap
agreements such as caps, collars and floors. A Fund also may enter into swaptions, which are options to enter into a swap
agreement. In a swaption, in exchange for an option premium, the purchaser of the swaption acquires the right, but not the
obligation, to enter into a specified swap agreement with a counterparty on a specified future date. If there is a default
by the other party to a swap agreement or swaption, the Fund will have contractual remedies pursuant to the agreements related
to the transaction.
The use of swaps and swaptions is a highly specialized activity that involves investment techniques and risks different from
those associated with ordinary portfolio security transactions. These transactions generally do not involve the delivery of
securities or other underlying assets or principal. Accordingly, the risk of loss with respect to swap agreements and swaptions
generally is limited to the net amount of payments that the Fund is contractually obligated to make. There is also a risk
of a default by the other party to a swap agreement or swaption, in which case a Fund may not receive the net amount of payments
that such Fund contractually is entitled to receive.
Interest Rate Swap Agreements
. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional
principal amount," in return for payments equal to a fixed rate times the same amount, for a specified period of time. The
exchange commitment can involve payments to be made in the same currency or in different currencies. A Fund will usually enter
into swap agreements on a net basis. In so doing, the two payment streams under the swap agreement are netted out, with the
Fund receiving or paying, as the case may be, only the net amount of the two payments. If the Fund enters into a swap agreement,
it will maintain a segregated account on a gross basis, unless the contract provides for a segregated account on a net basis.
If a swap agreement provides for payments in different currencies, the parties might agree to exchange notional principal
amount as well. In a total return swap agreement, the non-floating rate side of the swap is based on the total return of an
individual security, a basket of securities, an index or another reference asset. Swaps may also depend on other prices or
rates, such as the value of an index or mortgage prepayment rates.
In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return
for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments
to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated
to make payments to the extent that a specified interest rate falls below an agreed-upon level. Caps and floors have an effect
similar to buying or writing options. A collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift a Fund's investment exposure from one type of investment to another. For example, if a
Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease
a Fund's exposure to long-term interest rates. Another example is if a Fund agreed to exchange payments in dollars for payments
in foreign currency, the swap agreement would tend to decrease a Fund's exposure to U.S. interest rates and increase its exposure
to foreign currency and interest rates.
Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude
of risks assumed. As a result, swaps can be highly volatile and may have a considerable impact on a Fund's performance. Depending
on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investments and its share
price and yield. Additionally, whether a Fund's use of swap agreements will be successful in furthering its investment objective
will depend on the adviser's ability correctly to predict whether certain types of investments likely are to produce greater
returns than other investments. Because they are two party contracts and because they may have terms of greater than seven
days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to
be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The most significant
factor in the performance of swap agreements is the change in the specific interest rate, currency, or other factor that determines
the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, a Fund must be prepared
to make such payments when due. In addition, if the counterparty's creditworthiness declines, the value of a swap agreement
likely would decline, potentially resulting in losses for a Fund. A Fund will closely monitor the credit of a swap agreement
counterparty in order to attempt to minimize this risk. A Fund may also suffer losses if it is unable to terminate outstanding
swap agreements (either by assignment or other disposition) or reduce its exposure through offsetting transactions (i.e.,
by entering into an offsetting swap agreement with the same party or a similarly creditworthy party).
Credit default swap agreements may involve greater risks than if a Fund had invested in the reference obligation directly
since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty
risk and credit risk. A Fund will enter into credit default swap agreements generally with counterparties that meet certain
standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event
occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation
received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional
value it pays to the buyer, resulting in a loss of value to the seller.
(the "1933 Act").
contracts, a Fund makes cash contributions to a deposit fund of the insurance company's general account. The insurance company
then credits to the deposit fund on a monthly basis guaranteed interest at a rate based on an index. The GICs provide that
this guaranteed interest will not be less than a certain minimum rate. The insurance company may assess periodic charges against
a GIC for expense and service costs allocable to it, and these charges will be deducted from the value of the deposit fund.
A Fund will purchase a GIC only when the adviser has determined that the GIC presents minimal credit risks to the Fund and
is of comparable quality to instruments in which the Fund may otherwise invest. Because a Fund may not receive the principal
amount of a GIC from the insurance company on seven days' notice or less, a GIC may be considered an illiquid investment.
The term of a GIC will be one year or less.
privately placed, debt obligations of insurance companies that offer a fixed- or floating-rate of interest. These investments
are not readily marketable and therefore are considered to be illiquid securities. (See the section entitled "Illiquid Securities").
to principal.
securities, particularly if such securities are subordinated, thereby reducing the value of such securities and in some cases
rendering them worthless. The risk of such defaults is generally higher in the case of mortgage pools that include so-called
"subprime" mortgages.
Municipal leases are obligations in the form of a lease, installment purchase or conditional sales contract (which typically
provide for the title to the leased asset to pass to the governmental issuer) which is issued by state or local governments
to acquire equipment and facilities. Interest income from such obligations is generally exempt from local and state taxes
in the state of issuance. "Participations" in such leases are undivided interests in a portion of the total obligation. Participations
entitle their holders to receive a pro rata share of all payments under the lease. The obligation of the issuer to meet its
obligations under such leases is often subject to the appropriation by the appropriate legislative body, on an annual or other
basis, of funds for the payment of the obligations. Investments in municipal leases are thus subject to the risk that the
legislative body will not make the necessary appropriation and the issuer will not otherwise be willing or able to meet its
obligation.
The Funds may invest in securities that are known as "preferred securities" or "hybrid securities". Certain of these securities
are deemed to be debt obligations although they may have one or more characteristics found in equity securities (e.g., no
stated maturity date). The Funds will treat a preferred security as a corporate debt obligation so long as it has some combination
of the following characteristics: the security pays interest; the security is priced relative to a U.S. Treasury security;
the security is rated by one or more of the Nationally Recognized Statistical Rating Organizations; the security is callable;
the security is issued by a corporation or similar for-profit entity; and/or other factors.
Debt security investments may include the debt securities of "supranational" entities if the adviser believes that the securities
do not present risks inconsistent with a Fund's investment objective. Supranational entities include international organizations
designated or supported by governmental entities to promote economic reconstruction or development and international banking
institutions and related government agencies. Examples include the International Bank for Reconstruction and Development (an
agency of the World Bank), the Asian Development Bank and the InterAmerican Development Bank.
The Funds have a segregated account in which they may maintain cash, U.S. Government obligations or other high-quality debt
instruments in an amount at least equal in value to each Fund's commitments to purchase when-issued securities. If the value
of these assets declines, a Fund will place additional liquid assets in the account on a daily basis so that the value of
the assets in the account is at least equal to the amount of such commitments.
(Born 1942)
(Born 1952)
(Born 1949)
Audit Committee Chairman, since 2008
(Born 1939)
(Born 1950)
(Born 1953)
(Born 1951)
(Born 1943)
(Born 1940)
1
Length of service dates reflect the Trustee's commencement of service with the Trust's predecessor entities, where applicable.
(Born 1959)
(Born 1974)
(Born 1967)
(Born 1960)
(Born 1964)
(Born 1975)
1
Currently serves as Treasurer to the Allocation Funds, Dow Jones Target Date Funds, International Equity Funds, Large Cap
Stock Funds, WealthBuilder Portfolios and the International Value Fund. Also serves as Assistant Treasurer for the remaining
series of the Trust.
2
Currently serves as Treasurer to the CoreBuilder Shares, Equity Gateway Funds (except International Value Fund), Income Funds,
Money Market Funds, Municipal Income Funds and Small to Mid Cap Stock Funds.
Isaiah Harris, Jr
. Mr. Harris has served as a Trustee of the Trusts in the Fund Complex since 2009 and was an Advisory Board Member from 2008
to 2009. He has also served as a Trustee of Asset Allocation Trust since 2010. He has been the Chairman of the Board of CIGNA
Corporation since 2009, and has been a director of CIGNA Corporation since 2005. He also has been a director of Deluxe Corporation
since 2003. As a director of these and other public companies, he has served on board committees, including Governance, Audit
and Compensation Committees. Mr. Harris served in senior executive positions, including as president, chief executive officer,
vice president of finance and/or chief financial officer, of operating companies for approximately 20 years.
Judith M. Johnson
. Ms. Johnson has served as a Trustee of the Trusts in the Fund Complex since 2008 and as Chair of the Audit Committee since
2009. She has also served as a Trustee and Chair of the Audit Committee of Asset Allocation Trust since 2010. She served as
the Chief Executive Officer and Chief Investment Officer of the Minneapolis Employees Retirement Fund for twelve years until
her retirement in 2008. Ms. Johnson is a licensed attorney, as well as a certified public accountant and a certified managerial
accountant. Ms. Johnson has been determined by the Board to be an audit committee financial expert as such term is defined
in the applicable rules of the SEC.
Leroy Keith, Jr
. Mr. Keith has served as a Trustee of the Trusts in the Fund Complex since 2010. He has also served as a Trustee of Asset
Allocation Trust since 2005. He previously served as a Trustee of the Evergreen fund complex from 1983 to 2010. He is a Trustee
of the Virtus fund complex, Former Managing Director of Almanac Capital Management, Former Director of Diversapack Co., Former
Partner of Stonington Partners, Inc. and Former Director of Obagi Medical Products, Inc. He is also Chairman of Bloc Global
Services, a development and constructions firm.
David F. Larcker
. Mr. Larcker has served as a Trustee of the Trusts in the Fund Complex since 2009 and was an Advisory Board Member from 2008
to 2009. He has also served as a Trustee of Asset Allocation Trust since 2010. Mr. Larcker is the James Irvin Miller Professor
of Accounting at the Graduate School of Business of Stanford University. He is also the Morgan Stanley Director of the Center
for Leadership Development and Research and Co-director of The Rock Center for Corporate Governance at Stanford University.
He has been a professor of accounting for over 30 years. He has written numerous articles on a range of topics, including
managerial accounting, financial statement analysis and corporate governance.
Olivia S. Mitchell
. Ms. Mitchell has served as a Trustee of the Trusts in the Fund Complex since 2006. She has also served as a Trustee of Asset
Allocation Trust since 2010. Ms. Mitchell is the International Foundation of Employee Benefit Plans Professor at the Wharton
School of the University of Pennsylvania, where she is also Professor of Insurance/Risk Management and Business Economics/Policy.
She also serves in senior positions with academic and policy organizations that conduct research on pensions, retirement,
insurance, risk management, and related topics including as Executive Director of the Pension Research Council and Director
of the Boettner Center on Pensions and Retirement Research, both at the University of Pennsylvania. She has taught on and
served as a consultant on economics, insurance, and risk management, served as Department Chair, advised numerous governmental
entities, and written numerous articles and books on topics including retirement systems, private and social insurance, and
health and retirement policy.
Timothy J. Penny
. Mr. Penny has been a Trustee of the Trusts in the Fund Complex and their predecessor funds since 1996. He has also served
as a Trustee of Asset Allocation Trust since 2010. He has been President and CEO of Southern Minnesota Initiative Foundation
since 2007 and a Senior Fellow at the Humphrey Institute Policy Forum at the University of Minnesota since 1995. He also serves
as a member of the board of another non-profit organization. Mr. Penny was a member of the U.S. House of Representatives for
12 years representing Southeastern Minnesota's First Congressional District.
Michael S. Scofield.
Mr. Scofield has served as a Trustee of the Trusts in the Fund Complex since 2010. He has also served as a Trustee of Asset
Allocation Trust since 2005. He previously served on the Investment Company Institute's Board of Governors and Executive Committee.
Mr. Scofield previously served as a Trustee of the Evergreen fund complex from 1984 to 2010, where he served as Chairman of
the Board. He also served as a member and former chairman of the Independent Directors Counsel, an organization dedicated
to serving the independent investment company director community, and other leadership positions in the investment company
industry. He previously worked as an attorney with the Law Offices of Michael S. Scofield.
Donald C. Willeke
. Mr. Willeke has been a Trustee of the Trusts in the Fund Complex and their predecessor funds since 1996. He has also served
as a Trustee of Asset Allocation Trust since 2010. He is an attorney in private practice and served as General Counsel of
the Minneapolis Employees Retirement Fund for more than 25 years.
Overall responsibility for oversight of the Trust and the Funds rests with the Board of Trustees. The Board has engaged Funds
Management to manage the Funds on a day-to day basis. The Board is responsible for overseeing Funds Management and other service
providers in the operation of the Trust in accordance with the provisions of the 1940 Act, applicable provisions of Delaware
law, other applicable laws and the Fund's charter. The Board is currently composed of nine members, each of whom is an Independent
Trustee. The Board currently conducts regular meetings five times a year. In addition, the Board holds special in-person or
telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular
meetings. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.
The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairman's role is to preside at all
meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between
meetings. The Chairman may also perform such other functions as may be delegated by the Board from time to time. In order
to assist the Chairman in maintaining effective communications with the other Trustees and Funds Management, the Board has
appointed a Chair Liaison to work with the Chairman to coordinate Trustee communications and to assure timely responses to
Trustee inquiries, board governance and fiduciary matters. The Chair Liaison serves for a one-year term, which may be extended
with the approval of the Board. Except for any duties specified herein or pursuant to the Trust's charter document, the designation
of Chairman or Chair Liaison does not impose on such Independent Trustee any duties, obligations or liability that are greater
than the duties, obligations or liability imposed on such person as a member of the Board generally.
The Board also has established a Governance Committee, an Audit Committee and a Dividend Committee to assist the Board in
the oversight and direction of the business and affairs of the Trust, and from time to time may establish informal working
groups to review and address the policies and practices of the Trust with respect to certain specified matters. Additionally,
the Board has established investment teams to review in detail the performance of each of the Funds, in light of each Fund's
investment objectives and strategies, to meet with portfolio managers, and to report back to the full Board. The Board occasionally
engages independent consultants to assist it in evaluating initiatives or proposals. The Board believes that the Board's current
leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters
under its purview, and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that
enhances effective oversight. The leadership structure of the Board may be changed, at any time and at the discretion of the
Board, including in response to changes in circumstances or the characteristics of the Trust.
The Funds and Trusts are subject to a number of risks, including investment, compliance, operational, and valuation risks,
among others. Day-to-day risk management functions are subsumed within the responsibilities of Funds Management, the subadvisers
and other service providers (depending on the nature of the risk), who carry out the Funds' investment management and business
affairs. Each of Funds Management, the sub-advisers and other service providers have their own, independent interest in risk
management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual
priorities, resources and controls.
Risk oversight forms part of the Board's general oversight of the Funds and Trusts and is addressed as part of various Board
and Committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect a Fund
or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight
of the Trusts, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Funds Management,
subadvisers, the Chief Compliance Officer of the Funds, the independent registered public accounting firm for the Funds, and
internal auditors for Funds Management or its affiliates, as appropriate, regarding risks faced by the Funds and relevant
risk functions. The Board, with the assistance of its investment teams, reviews investment policies and risks in connection
with its review of the Funds' performance. The Board has appointed a Chief Compliance Officer who oversees the implementation
and testing of the Funds' compliance program and regularly reports to the Board regarding compliance matters for the Funds
and their principal service providers. In addition, as part of the Board's periodic review of the Funds' advisory, subadvisory
and other service provider agreements, the Board may consider risk management aspects of their operations and the functions
for which they are responsible. With respect to valuation, the Board oversees a management valuation team comprised of officers
of Funds Management, has approved and periodically reviews valuation policies and procedures applicable to valuing the Fund
shares and has established a valuation committee of Trustees. The Board may, at any time and in its discretion, change the
manner in which it conducts its risk oversight role.
1
Compensation is estimated with respect to the Strategic Income Fund, as the Fund has not yet completed a full fiscal year.
2
As of October 31, 2013, there were 131 funds in the Fund Complex.
of Investment
in Fund
Range of
Equity Securities of
Fund Complex
1
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$1 - $10,000
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
Strategic Income Fund
$0
$0
1
Includes Trustee ownership in shares of funds within the entire Wells Fargo Advantage Fund Complex (consisting of 132 funds)
as of December 31, 2013.
1
For the period from January 31, 2013 (commencement of operations) to October 31, 2013.
2
For the period from May 31, 2012 (commencement of operations) to October 31, 2012.
Peter Wilson
Michael Lee
Alex Perrin
Christopher Wightman
Peter Wilson
Michael Lee
Alex Perrin
Christopher Wightman
David Germany, Ph.D.
Niklas Nordenfelt, CFA
Margaret D. Patel
Thomas M. Price, CFA
Scott M. Smith, CFA
$1 - $10,000;
$10,001 - $50,000;
$50,001 - $100,000;
$100,001 - $500,000;
$500,001 - $1,000,000; and
over $1,000,000.
International Bond Fund
Strategic Income Fund
$0
$0
International Bond Fund
$0
International Bond Fund
$0
International Bond Fund
$0
International Bond Fund
$0
1
Messrs. Norris, Perrin, Wilson, Lee and Wightman are non-U.S. residents and therefore do not hold shares of the Wells Fargo
Advantage Funds.
Net Assets
Net Assets
Next $5 billion
Over $10 billion
0.04%
0.03%
Next $5 billion
Over $10 billion
0.20%
0.19%
Next $5 billion
Over $10 billion
0.04%
0.03%
Next $5 billion
Over $10 billion
0.14%
0.13%
Next $5 billion
Over $10 billion
0.04%
0.03%
Next $5 billion
Over $10 billion
0.12%
0.11%
Next $5 billion
Over $10 billion
0.04%
0.03%
Next $5 billion
Over $10 billion
0.07%
0.06%
1
For the period from January 31, 2013 (commencement of operations) to October 31, 2013.
2
For the period from May 31, 2012 (commencement of operations) to October 31, 2012.
1
The Distributor had entered into an arrangement whereby sales commissions payable to broker-dealers with respect to sales
of Class B shares of the Funds were financed by an unaffiliated third party lender. Under this financing arrangement, the
Distributor assigned certain amounts that it was entitled to receive pursuant to the Plan to the third party lender, as reimbursement
and consideration for these payments. Funds Management purchased the rights and title to all payments due to the third party
lender and is now entitled to receive payments under the Plan.
1
For the period from January 31, 2013 (commencement of operations) to October 31, 2013.
2
For the period from May 31, 2012 (commencement of operations) to October 31, 2012.
of Public Offering Price
of Net Amount Invested
Reallowance
as % of
Public
Offering
Price
1
We will assess a 1.00% CDSC on Class A share purchases of $1,000,000 or more if they are redeemed within eighteen months from
the date of purchase. Certain exceptions apply (see "CDSC Waivers"). The CDSC percentage you pay is applied to the NAV of
the shares on the date of
original purchase.
1
The sales charge you pay may differ slightly from the amounts listed here due to rounding calculations.
Elimination of Minimum Initial Investment Amount for Administrator Class Shares for Eligible Investors. An "Eligible Investor" (as defined below) may purchase Administrator Class shares of the Wells Fargo Advantage Funds without meeting the minimum initial investment amount. Eligible Investors include:
Clients of sub-advisers to those Funds which offer an Administrator Class who are clients of such subadvisers at the time of their purchase of such Administrator Class shares;
Clients of Wells Capital Management who are clients of Wells Capital Management at the time of their purchase of Administrator Class shares; and
Clients of Wells Fargo Institutional Retirement Trust (IRT) who are clients of IRT at the time of their purchase of Administrator Class shares.
Related shareholders or shareholder accounts may be aggregated in order to meet the minimum initial investment requirement for Administrator Class shares. The following are examples of relationships that may qualify for aggregation:
Related business entities, including: (i) corporations and their subsidiaries; (ii) general and limited partners; and (iii) other business entities under common ownership or control.
Shareholder accounts that share a common tax-id number.
Accounts over which the shareholder has individual or shared authority to buy or sell shares on behalf of the account (i.e., a trust account or a solely owned business account).
Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.
Elimination of Minimum Initial Investment Amount for Institutional Class Shares for Eligible Investors. An "Eligible Investor" (as defined below) may purchase Institutional Class shares of the Wells Fargo Advantage Funds without meeting the minimum initial investment amount. Eligible Investors include:
Clients of sub-advisers to those Funds which offer an Institutional Class who are clients of such sub-advisers at the time of their purchase of such Institutional Class shares;
Clients of Wells Capital Management who are clients of Wells Capital Management at the time of their purchase of Institutional Class shares; and
Clients of Wells Fargo Institutional Retirement Trust (IRT) who are clients of IRT at the time of their purchase of Institutional Class shares.
Related shareholders or shareholder accounts may be aggregated in order to meet the minimum initial investment requirement for Institutional Class shares. The following are examples of relationships that may qualify for aggregation:
Related business entities, including: (i) corporations and their subsidiaries; (ii) general and limited partners; and (iii) other business entities under common ownership or control.
Shareholder accounts that share a common tax-id number.
Accounts over which the shareholder has individual or shared authority to buy or sell shares on behalf of the account (i.e., a trust account or a solely owned business account).
Former Institutional Class shareholders of an Evergreen Fund (including former Class Y shareholders of an Evergreen Fund, former SouthTrust shareholders and former Vestaur Securities Fund shareholders who became Institutional Class shareholders of an Evergreen Fund) who received Institutional Class shares of a Wells Fargo Advantage Fund in connection with the reorganization of their Evergreen Fund. Such investors may purchase Institutional Class shares at their former minimum investment amount.
Any of the minimum initial investment waivers listed above may be modified or discontinued at any time.
Waiver of Minimum Initial and Subsequent Investment Amounts for All Share Classes for Special Operational Accounts . Shares of any and all share classes of the Wells Fargo Advantage Funds may be acquired in special operational accounts (as defined below) without meeting the applicable minimum initial or subsequent investment amounts. Special operational accounts are designated accounts held by Funds Management or its affiliate that are used exclusively for addressing operational matters related to shareholder accounts, such as testing of account functions.
Compensation to Dealers and Shareholder Servicing Agents. Set forth below is a list of the member firms of FINRA to which the Adviser, the Funds' Distributor or their affiliates made payments out of their revenues in connection with the sale and distribution of shares of the Funds or for services to the Funds and their shareholders in the year ending December 31, 2013 ("Additional Payments"). (Such payments are in addition to any amounts paid to such FINRA firms in the form of dealer reallowances or fees for shareholder servicing or distribution. The payments are discussed in further detail in the Prospectuses under the title "Compensation to Dealers and Shareholder Servicing Agents"). Any additions, modifications, or deletions to the member firms identified in this list that have occurred since December 31, 2013, are not reflected:
FINRA member firms
ADP Broker-Dealer, Inc.
Ameriprise Financial Services, Inc.
Barclays Capital, Inc.
BNY Mellon Capital Markets, LLC
Boenning & Scattergood, Inc.
Brown Brothers Harriman & Co.
Charles Schwab & Co., Inc.
Citigroup Global Markets, Inc.
Commonwealth Equity Services, Inc.
DWS Investments Distributors, Inc.
Edward D. Jones & Co., L.P.
Fidelity Brokerage Services LLC
Goldman, Sachs & Co.
GWFS Equities, Inc.
Hartford Securities Distribution Company, Inc.
H.D. Vest Investment Securities, Inc.
Hewitt Financial Services, LLC
Hightower Securities, LLC
ING Investment Advisors LLC
ING Investments Distributor, LLC
Investacorp, Inc.
Janney Montgomery Scott LLC
J.J.B. Hilliard, W. L. Lyons, LLC
J.P. Morgan Clearing Corp
Lazard Capital Markets LLC
Lincoln Investment Planning, Inc.
LPL Financial LLC
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
Merriman Capital, Inc.
Mid Atlantic Capital Corporation
Morgan Keegan & Company, Inc.
Morgan Stanley Smith Barney LLC
MSCS Financial Services, LLC
Nationwide Investment Services, Corporation
Oak Tree Securities, Inc.
Oppenheimer & Co. Inc.
Pershing LLC
PNC Capital Markets LLC
Prudential Investment Management Services, LLC
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets, LLC
Robert W. Baird & Co. Incorporated
Ross, Sinclaire & Associates, LLC
Securities America, Inc.
Security Distributors, Inc.
State Street Global Markets, LLC
Stifel, Nicolaus & Company, Incorporated
TD Ameritrade, Inc.
Treasury Curve, LLC
Triad Advisors, Inc.
UBS Financial Services, Inc.
VALIC Financial Advisors, Inc.
Wells Fargo Advisors, LLC
Wells Fargo Securities, LLC
Wells Fargo Investments, LLC
In addition to member firms of FINRA, Additional Payments are also made to other selling and shareholder servicing agents, and to affiliates of selling and shareholder servicing agents that sell shares of or provide services to the Funds and their shareholders, such as banks, insurance companies and plan administrators. These firms are not included on the list above, although they may be affiliated with companies on the above list.
No compensation is paid to broker-dealers or other financial intermediaries (such as banks) from Fund assets on sales of Class R6 shares and related services. Class R6 shares do not carry sales commissions or pay Rule 12b-1 fees, or make payments to financial intermediaries to assist in, or in connection with, the sale of the Fund's shares. None of the Fund's adviser, the distributor or their affiliates makes any type of administrative or service payments to financial intermediaries in connection with investments in Class R6 shares.
Also not included on the list above are other subsidiaries of Wells Fargo & Company who may receive revenue from the Adviser, the Funds' Distributor or their affiliates through intra-company compensation arrangements and for financial, distribution, administrative and operational services.
PORTFOLIO TRANSACTIONS
The Trust has no obligation to deal with any broker-dealer or group of broker-dealers in the execution of transactions in portfolio securities. Subject to the supervision of the Trust's Board and the supervision of the Adviser, the Sub-Advisers are responsible for the Funds' portfolio decisions and the placing of portfolio transactions. In placing orders, it is the policy of the Sub-Advisers to obtain the best overall results taking into account various factors, including, but not limited to, the size and type of transaction involved; the broker-dealer's risk in positioning the securities involved; the nature and character of the market for the security; the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer; the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions; and the reasonableness of the spread or commission. While the Sub-Advisers generally seek reasonably competitive spreads or commissions, the Funds will not necessarily be paying the lowest spread or commission available.
Purchases and sales of non-equity securities usually will be principal transactions. Portfolio securities normally will be purchased or sold from or to broker-dealers serving as market makers for the securities at a net price. The Funds also will purchase portfolio securities in underwritten offerings and may purchase securities directly from the issuer. Generally, municipal obligations and taxable money market securities are traded on a net basis and do not involve brokerage commissions. The cost of executing a Fund's portfolio securities transactions will consist primarily of broker-dealer spreads and underwriting commissions. Under the 1940 Act, persons affiliated with the Trust are prohibited from dealing with the Trust as a principal in the purchase and sale of securities unless an exemptive order allowing such transactions is obtained from the SEC or an exemption is otherwise available. The Fund may purchase securities from underwriting syndicates of which the Distributor or Funds Management is a member under certain conditions in accordance with the provisions of a rule adopted under the 1940 Act and in compliance with procedures adopted by the Trustees. However, the Funds and Funds Management have adopted a policy pursuant to Rule 12b-1(h) under the 1940 Act that prohibits the Funds from directing portfolio brokerage to brokers who sell Fund shares as compensation for such selling efforts.
In placing orders for portfolio securities of the Fund, the Fund's Sub-Adviser is required to give primary consideration to obtaining the most favorable price and efficient execution. This means that the Sub-Adviser will seek to execute each transaction at a price and commission, if any, that provide the most favorable total cost or proceeds reasonably attainable in the circumstances. Commission rates are established pursuant to negotiations with the broker-dealer based, in part, on the quality and quantity of execution services provided by the broker-dealer and in the light of generally prevailing rates. Furthermore, the Adviser oversees the trade execution procedures of the Sub-Adviser to ensure that such procedures are in place, that they are adhered to, and that adjustments are made to the procedures to address ongoing changes in the marketplace.
The Sub-Adviser may, in circumstances in which two or more broker-dealers are in a position to offer comparable results for a portfolio transaction, give preference to a broker-dealer that has provided statistical or other research services to the Sub-Adviser. In selecting a broker-dealer under these circumstances, the Sub-Adviser will consider, in addition to the factors listed above, the quality of the research provided by the broker-dealer.
The Sub-Adviser may pay higher commissions than those obtainable from other broker-dealers in exchange for such research services. The research services generally include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the advisability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto. By allocating transactions in this manner, a Sub-Adviser is able to supplement its research and analysis with the views and information of securities firms. Information so received will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser under the advisory contracts, and the expenses of the Sub-Adviser will not necessarily be reduced as a result of the receipt of this supplemental research information. Furthermore, research services furnished by broker-dealers through which a sub-adviser places securities transactions for a Fund may be used by the Sub-Adviser in servicing its other accounts, and not all of these services may be used by the Sub-Adviser in connection with advising the Funds.
Portfolio Turnover . The portfolio turnover rate is not a limiting factor when a Sub-Adviser deems portfolio changes appropriate. Changes may be made in the portfolios consistent with the investment objectives and policies of the Fund's whenever such changes are believed to be in the best interests of the Funds and their shareholders. The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of a Fund's portfolio securities. For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less. Portfolio turnover generally involves some expenses to the Funds, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and the reinvestment in other securities. Portfolio turnover may also result in adverse tax consequences to a Fund's shareholders.
The table below shows the Fund's portfolio turnover rates for the two most recent fiscal years:
Fund |
October 31, 2013 |
October 31, 2012 |
||
Emerging Markets Local Bond Fund |
85% |
120% |
||
International Bond Fund |
129% |
79% |
||
Strategic Income Fund |
39% 1 |
N/A |
1 | For the period from January 31, 2013 (commencement of operations) to October 31, 2013. |
Brokerage Commissions . The Funds paid no brokerage commissions during the last three fiscal years.
Directed Brokerage Commissions . For the fiscal year ended October 31, 2013, the Funds did not direct brokerage transactions to a broker for research-related services.
Securities of Regular Broker-Dealers . The Funds are required to identify any securities of their "regular brokers or dealers" (as defined under the 1940 Act) or of their parents that the Funds may hold at the close of their most recent fiscal year. As of October 31, 2013, the Funds did not hold securities of its regular broker-dealers or of their parents.
FUND EXPENSES
From time to time, Funds Management may waive fees from a Fund in whole or in part. Any such waiver will reduce expenses and, accordingly, have a favorable impact on a Fund's performance.
Except for the expenses borne by Funds Management, the Trust bears all costs of its operations, including the compensation of the Independent Trustees; advisory, shareholder servicing and administration fees; payments pursuant to any Plan; interest charges; taxes; fees and expenses of its independent auditors, legal counsel, transfer agent and distribution disbursing agent; expenses of redeeming shares; expenses of preparing and printing prospectuses (except the expense of printing and mailing prospectuses used for promotional purposes, unless otherwise payable pursuant to a Plan), shareholders' reports, notices, proxy statements and reports to regulatory agencies; insurance premiums and certain expenses relating to insurance coverage; trade association membership dues (including membership dues in the Investment Company Institute allocable to a Fund); brokerage and other expenses connected with the execution of portfolio transactions; fees and expenses of its custodian, including those for keeping books and accounts and calculating the NAV per share of a Fund; expenses of shareholders' meetings; expenses relating to the issuance, registration and qualification of a Fund's shares; pricing services, organizational expenses and any extraordinary expenses. Expenses attributable to a Fund are charged against the Fund's assets. General expenses of the Trust are allocated among all of the series of the Trust, including the Funds, in a manner proportionate to the net assets of each Fund, on a transactional basis, or on such other basis as the Trust's Board deems equitable.
U.S. FEDERAL INCOME TAXES
The following information supplements and should be read in conjunction with the section in each Prospectus entitled "Taxes."
Each Prospectus generally describes the U.S. federal income tax treatment of distributions by the Funds. This section of the
SAI provides additional information concerning U.S. federal income taxes. It is based on the Internal Revenue Code of 1986,
as amended (the "Code"), applicable Treasury Regulations, judicial authority, and administrative rulings and practice, all
as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. Except as specifically
set forth below, the following discussion does not address any state, local or foreign tax matters.
A shareholder's tax treatment may vary depending upon the shareholder's particular situation. This discussion applies only
to shareholders holding Fund shares as capital assets within the meaning of the Code. A shareholder may also be subject to
special rules not discussed below if they are a certain kind of shareholder, including, but not limited to: an insurance company;
a tax-exempt organization; a financial institution or broker-dealer; a person who is neither a citizen nor resident of the
United States or entity that is not organized under the laws of the United States or political subdivision thereof; a shareholder
who holds Fund shares as part of a hedge, straddle or conversion transaction; or an entity taxable as a partnership for U.S.
federal income tax purposes and investors in such an entity.
The Trust has not requested and will not request an advance ruling from the Internal Revenue Service (the "IRS") as to the
U.S. federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such
positions could be sustained. In addition, the following discussion and the discussions in each Prospectus applicable to each
shareholder address only some of the U.S. federal income tax considerations generally affecting investments in the Funds.
Prospective shareholders are urged to consult their own tax advisers and financial planners regarding the U.S. federal tax
consequences of an investment in a Fund, the application of state, local or foreign laws, and the effect of any possible changes
in applicable tax laws on their investment in the Funds.
Qualification as a Regulated Investment Company.
It is intended that each Fund qualify as a regulated investment company ("RIC") under Subchapter M of Subtitle A, Chapter
1 of the Code. Each Fund will be treated as a separate entity for U.S. federal income tax purposes. Thus, the provisions of
the Code applicable to RICs generally will apply separately to each Fund even though each Fund is a series of the Trust. Furthermore,
each Fund will separately determine its income, gains, losses and expenses for U.S. federal income tax purposes.
In order to qualify as a RIC under the Code, each Fund must, among other things, derive at least 90% of its gross income
each taxable year generally from (i) dividends, interest, certain payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, and other income attributable to its business of investing
in such stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts)
and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined in the Code. Future U.S.
Treasury regulations may (possibly retroactively) exclude from qualifying income foreign currency gains that are not directly
related to a Fund's principal business of investing in stock, securities or options and futures with respect to stock or securities.
In general, for purposes of this 90% gross income requirement, income derived from a partnership, except a qualified publicly
traded partnership, will be treated as qualifying income only to the extent such income is attributable to items of income
of the partnership which would be qualifying income if realized by the RIC.
Each Fund must also diversify its holdings so that, at the end of each quarter of the Fund's taxable year: (i) at least 50%
of the fair market value of its assets consists of (A) cash and cash items (including receivables), U.S. government securities
and securities of other RICs, and (B) securities of any one issuer (other than those described in clause (A)) to the extent
such securities do not exceed 5% of the value of the Fund's total assets and do not exceed 10% of the outstanding voting securities
of such issuer, and (ii) not more than 25% of the value of the Fund's total assets consists of the securities of any one issuer
(other than those described in clause (i)(A)), the securities of two or more issuers the Fund controls and which are engaged
in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.
In addition, for purposes of meeting this diversification requirement, the term "outstanding voting securities of such issuer"
includes the equity securities of a qualified publicly traded partnership. The qualifying income and diversification requirements
applicable to a Fund may limit the extent to which it can engage in transactions in options, futures contracts, forward contracts
and swap agreements.
If a Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, such Fund may be eligible
for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with
respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures
of the diversification requirements where the Fund corrects the failure within a specified period. If the applicable relief
provisions are not available or cannot be met, such Fund will be taxed in the same manner as an ordinary corporation, described
below.
In addition, with respect to each taxable year, each Fund generally must distribute to its shareholders at least 90% of its
investment company taxable income, which generally includes its ordinary income and the excess of any net short-term capital
gain over net long- term capital loss, and at least 90% of its net tax-exempt interest income earned for the taxable year.
If a Fund meets all of the RIC qualification requirements, it generally will not be subject to U.S. federal income tax on
any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net
short-term capital loss) it distributes to its shareholders. For this purpose, a Fund generally must make the distributions
in the same year that it realizes the income and gain, although in certain circumstances, a Fund may make the distributions
in the following taxable year. Shareholders generally are taxed on any distributions from a Fund in the year they are actually
distributed. However, if a Fund declares a distribution to shareholders of record in October, November or December of one
year and pays the distribution by January 31 of the following year, the Fund and its shareholders will be treated as if the
Fund paid the distribution by December 31 of the first taxable year. Each Fund intends to distribute its net income and gain
in a timely manner to maintain its status as a RIC and eliminate fund-level U.S. federal income taxation of such income and
gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income taxation.
Moreover, the Funds may retain for investment all or a portion of their net capital gain. If a Fund retains any net capital
gain, it will be subject to a tax at regular corporate rates on the amount retained, but may report the retained amount as
undistributed capital gain in a written statement furnished to its shareholders, who (i) will be required to include in income
for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will
be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S.
federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal
income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the
difference between the amount of undistributed capital gain included in the shareholder's gross income and the tax deemed
paid by the shareholder under clause (ii) of the preceding sentence. A Fund is not required to, and there can be no assurance
that it will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
If, for any taxable year, a Fund fails to qualify as a RIC, and is not eligible for relief as described above, it will be
taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders, and all distributions
from the Fund's current and accumulated earnings and profits (including any distributions of its net tax-exempt income and
net long-term capital gain) to its shareholders will be taxable as dividend income. To re-qualify to be taxed as a RIC in
a subsequent year, the Fund may be required to distribute to its shareholders its earnings and profits attributable to non-RIC
years reduced by an interest charge on 50% of such earnings and profits payable by the Fund to the IRS. In addition, if a
Fund initially qualifies as a RIC but subsequently fails to qualify as a RIC for a period greater than two taxable years,
the Fund generally would be required to recognize and pay tax on any net unrealized gain (the excess of aggregate gain, including
items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively, to
be subject to tax on such unrealized gain recognized for a period of ten years, in order to re-qualify as a RIC in a subsequent
year.
Equalization Accounting.
Each Fund may use the so-called "equalization method" of accounting to allocate a portion of its "earnings and profits,"
which generally equals a Fund's undistributed investment company taxable income and net capital gain, with certain adjustments,
to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming
shareholders. Although using this method generally will not affect a Fund's total returns, it may reduce the amount that the
Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions
to shareholders. However, the IRS may not have expressly sanctioned the particular equalization method used by a Fund, and
thus a Fund's use of this method may be subject to IRS scrutiny.
Capital Loss Carry-Forwards.
For net capital losses realized in taxable years beginning before January 1, 2011, a Fund is permitted to carry forward a
net capital loss to offset its capital gain, if any, realized during the eight years following the year of the loss, and such
capital loss carry-forward is treated as a short-term capital loss in the year to which it is carried. For net capital losses
realized in taxable years beginning on or after January 1, 2011, a Fund is permitted to carry forward a net capital loss to
offset its capital gain indefinitely. For capital losses realized in taxable years beginning after January 1, 2011, the excess
of a Fund's net short-term capital loss over its net long-term capital gain is treated as a short-term capital loss arising
on the first day of the Fund's next taxable year and the excess of a Fund's net long-term capital loss over its net short-term
capital gain is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. If future capital
gain is offset by carried-forward capital losses, such future capital gain is not subject to fund-level U.S. federal income
tax, regardless of whether it is distributed to shareholders. Accordingly, the Funds do not expect to distribute any such
offsetting capital gain. The Funds cannot carry back or carry forward any net operating losses.
As of October 31, 2013, the Funds had no capital loss carryforwards.
If a Fund engages in a reorganization, either as an acquiring fund or acquired fund, its capital loss carry-forwards (if any),
its unrealized losses (if any), and any such losses of other funds participating in the reorganization may be subject to severe
limitations that could make such losses, in particular losses realized in taxable years beginning before January 1, 2011,
substantially unusable. The Funds have engaged in reorganizations in the past and/or may engage in reorganizations in the
future.
Excise Tax.
If a Fund fails to distribute by December 31 of each calendar year at least the sum of 98% of its ordinary income for that
year (excluding capital gains and losses), 98.2% of its capital gain net income (adjusted for certain net ordinary losses)
for the 12-month period ending on October 31 of that year, and any of its ordinary income and capital gain net income from
previous years that was not distributed during such years, the Fund will be subject to a nondeductible 4% U.S federal excise
tax on the undistributed amounts (other than to the extent of its tax-exempt interest income, if any). For these purposes,
a Fund will be treated as having distributed any amount on which it is subject to corporate level U.S. federal income tax
for the taxable year ending within the calendar year. Each Fund generally intends to actually, or be deemed to, distribute
substantially all of its ordinary income and capital gain net income, if any, by the end of each calendar year and thus expects
not to be subject to the excise tax. However, no assurance can be given that a Fund will not be subject to the excise tax.
Moreover, each Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances
warrant (for example, the amount of excise tax to be paid by a Fund is determined to be de minimis).
Investment through Master Portfolio.
A Fund that invests its assets through one or more master portfolios will seek to continue to qualify as a RIC. Each master
portfolio will be treated as a non-publicly traded partnership (or, in the event that a Fund is the sole investor in the corresponding
master portfolio, as disregarded from the Fund) for U.S. federal income tax purposes rather than as a RIC or a corporation
under the Code. Under the rules applicable to a non-publicly traded partnership (or disregarded entity), a proportionate share
of any interest, dividends, gains and losses of a master portfolio will be deemed to have been realized (i.e., "passed-through")
to its investors, including the corresponding Fund, regardless of whether any amounts are actually distributed by the master
portfolio. Each investor in a master portfolio will be taxed on such share, as determined in accordance with the governing
instruments of the particular master portfolio, the Code and U.S. Treasury regulations, in determining such investor's U.S.
federal income tax liability. Therefore, to the extent a master portfolio were to accrue but not distribute any income or
gains, the corresponding Fund would be deemed to have realized its proportionate share of such income or gains without receipt
of any corresponding distribution. However, each of the master portfolios will seek to minimize recognition by its investors
(such as a corresponding Fund) of income and gains without a corresponding distribution. Furthermore, each master portfolio
intends to manage its assets, income and distributions in such a way that an investor in a master portfolio will be able to
continue to qualify as a RIC by investing its assets through the master portfolio.
Taxation of Investments.
In general, realized gains or losses on the sale of securities held by a Fund will be treated as capital gains or losses,
and long-term capital gains or losses if the Fund has held the disposed securities for more than one year at the time of disposition.
If a Fund purchases a debt obligation with original issue discount ("OID") (generally, a debt obligation with a purchase
price at original issuance less than its principal amount, such as a zero-coupon bond), which generally includes "payment-in-kind"
or "PIK" bonds, the Fund generally is required to annually include in its taxable income a portion of the OID as ordinary
income, even though the Fund may not receive cash payments attributable to the OID until a later date, potentially until maturity
or disposition of the obligation. A portion of the OID includible in income with respect to certain high-yield corporate discount
obligations may be treated as a dividend for U.S. federal income tax purposes. Similarly, if a Fund purchases a debt obligation
with market discount (generally a debt obligation with a purchase price after original issuance less than its principal amount
(reduced by any OID)), the Fund generally is required to annually include in its taxable income a portion of the market discount
as ordinary income, even though the Acquiring Fund may not receive cash payments attributable to the market discount until
a later date, potentially until maturity or disposition of the obligation. A Fund generally will be required to make distributions
to shareholders representing the OID or market discount income on debt obligations that is currently includible in income,
even though the cash representing such income may not have been received by a Fund. Cash to pay such distributions may be
obtained from sales proceeds of securities held by the Fund which a Fund otherwise might have continued to hold; obtaining
such cash might be disadvantageous for the Fund.
If a Fund invests in debt obligations that are in the lowest rating categories or are unrated, including debt obligations
of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. U.S. federal income
tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, OID, or market discount, when
and to what extent deductions may be taken for bad debts or worthless securities, and how payments received on obligations
in default should be allocated between principal and income. These and other related issues will be addressed by a Fund when,
as, and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its
status as a RIC and does not become subject to U.S. federal income or excise tax.
If an option granted by a Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase
by the Fund of the option from its holder, the Fund will realize a short-term capital gain or loss, depending on whether the
premium income is greater or less than the amount paid by the Fund in the closing transaction. Some capital losses realized
by a Fund in the sale, exchange, exercise, or other disposition of an option may be deferred if they result from a position
that is part of a "straddle," discussed below. If securities are sold by a Fund pursuant to the exercise of a covered call
option granted by it, the Fund generally will add the premium received to the sale price of the securities delivered in determining
the amount of gain or loss on the sale. If securities are purchased by a Fund pursuant to the exercise of a put option granted
by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased.
Some regulated futures contracts, certain foreign currency contracts, and non-equity, listed options used by a Fund will
be deemed "Section 1256 contracts." A Fund will be required to "mark-to-market" any such contracts held at the end of the
taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any
net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the "mark-to-market"
rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital
gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or
loss (as described below). These provisions may require a Fund to recognize income or gains without a concurrent receipt of
cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the "60%/40%" rule and may
require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts and non-equity
options.
Foreign currency gains and losses realized by a Fund in connection with certain transactions involving foreign currency-
denominated debt obligations, certain options, futures contracts, forward contracts, and similar instruments relating to foreign
currency, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the
Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and
timing of recognition of the Fund's income. Under future U.S. Treasury regulations, any such transactions that are not directly
related to a Fund's investments in stock or securities (or its options contracts or futures contracts with respect to stock
or securities) may have to be limited in order to enable the Fund to satisfy the 90% income test described above. If the net
foreign currency loss exceeds a Fund's net investment company taxable income (computed without regard to such loss) for a
taxable year, the resulting ordinary loss for such year will not be deductible by the Fund or its shareholders in future years.
Offsetting positions held by a Fund involving certain derivative instruments, such as financial forward, futures, and options
contracts, may be considered, for U.S. federal income tax purposes, to constitute "straddles." "Straddles" are defined to
include "offsetting positions" in actively traded personal property. The tax treatment of "straddles" is governed by Section
1092 of the Code which, in certain circumstances, overrides or modifies the provisions of Section 1256. If a Fund is treated
as entering into a "straddle" and at least one (but not all) of the Fund's positions in derivative contracts comprising a
part of such straddle is governed by Section 1256 of the Code, described above, then such straddle could be characterized
as a "mixed straddle." A Fund may make one or more elections with respect to "mixed straddles." Depending upon which election
is made, if any, the results with respect to a Fund may differ. Generally, to the extent the straddle rules apply to positions
established by a Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any offsetting positions.
Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term
capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence of a
straddle may affect the holding period of the offsetting positions. As a result, the straddle rules could cause distributions
that would otherwise constitute qualified dividend income (defined below) to fail to satisfy the applicable holding period
requirements (described below) and therefore to be taxed as ordinary income. Furthermore, the Fund may be required to capitalize,
rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle,
including any interest expense on indebtedness incurred or continued to purchase or carry any positions that are part of a
straddle. Because the application of the straddle rules may affect the character and timing of gains and losses from affected
straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as compared to the situation where a Fund had
not engaged in such transactions.
If a Fund enters into a "constructive sale" of any appreciated financial position in stock, a partnership interest, or certain
debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain
(but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when a Fund
enters into certain offsetting transactions with respect to the same or substantially identical property, including: (i) a
short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions
identified in future U.S. Treasury regulations. The character of the gain from constructive sales will depend upon a Fund's
holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject
of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will
depend upon a Fund's holding period in the position and the application of various loss deferral provisions in the Code. Constructive
sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th
day after the close of the Fund's taxable year and the Fund holds the appreciated financial position unhedged throughout the
60-day period beginning with the day such transaction was closed.
The amount of long-term capital gain a Fund may recognize from certain derivative transactions with respect to interests
in certain pass-through entities is limited under the Code's constructive ownership rules. The amount of long-term capital
gain is limited to the amount of such gain a Fund would have had if the Fund directly invested in the pass-through entity
during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge
is imposed on the amount of gain that is treated as ordinary income.
In addition, a Fund's transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward
contracts, and swap agreements) may be subject to other special tax rules, such as the wash sale rules or the short sale rules,
the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments to the holding periods
of the Fund's securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital
losses into long- term capital losses. These rules could therefore affect the amount, timing, and character of distributions
to shareholders.
Rules governing the U.S. federal income tax aspects of derivatives, including swap agreements, are in a developing stage
and are not entirely clear in certain respects, particularly in light of IRS revenue rulings that held that income from a
derivative contract with respect to a commodity index is not qualifying income for a RIC. Accordingly, while each Fund intends
to account for such transactions in a manner it deems appropriate, the IRS might not accept such treatment. If it did not,
the status of a Fund as a RIC might be jeopardized. Certain requirements that must be met under the Code in order for each
Fund to qualify as a RIC may limit the extent to which a Fund will be able to engage in derivatives transactions.
A Fund may invest in real estate investment trusts ("REITs"). Investments in REIT equity securities may require a Fund to
accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may
be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have
continued to hold. A Fund's investments in REIT equity securities may at other times result in the Fund's receipt of cash
in excess of the REIT's earnings if the Fund distributes these amounts, these distributions could constitute a return of capital
to Fund shareholders for U.S. federal income tax purposes. Dividends received by the Fund from a REIT generally will not constitute
qualified dividend income and will not qualify for the dividends-received deduction.
A Fund may invest directly or indirectly in residual interests in real estate mortgage investment conduits ("REMICs") or
in other interests that may be treated as taxable mortgage pools ("TMPs") for U.S. federal income tax purposes. Under IRS
guidance, a Fund must allocate "excess inclusion income" received directly or indirectly from REMIC residual interests or
TMPs to its shareholders in proportion to dividends paid to such shareholders, with the same consequences as if the shareholders
had invested in the REMIC residual interests or TMPs directly.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a
limited exception for certain thrift institutions), (ii) constitutes unrelated business taxable income to Keogh, 401(k) and
qualified pension plans, as well as investment retirement accounts and certain other tax exempt entities, thereby potentially
requiring such an entity, which otherwise might not be required to file a tax return, to file a tax return and pay tax on
such income, and (iii) in the case of a foreign shareholder, does not qualify for any reduction, by treaty or otherwise, in
the 30% U.S. federal withholding tax. In addition, if at any time during any taxable year a "disqualified organization" (as
defined in the Code) is a record holder of a share in a Fund, then the Fund will be subject to a tax equal to that portion
of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the
highest federal corporate income tax rate. To the extent permitted under the 1940 Act, a Fund may elect to specially allocate
any such tax to the applicable disqualified organization, and thus reduce such shareholder's distributions for the year by
the amount of the tax that relates to such shareholder's interest in the Fund. The Funds have not yet determined whether such
an election will be made.
"Passive foreign investment companies" ("PFICs") are generally defined as foreign corporations with respect to which at least
75% of their gross income for their taxable year is income from passive sources (such as interest, dividends, certain rents
and royalties, or capital gains) or at least 50% of their assets on average produce such passive income. If a Fund acquires
any equity interest in a PFIC, the Fund could be subject to U.S. federal income tax and interest charges on "excess distributions"
received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain actually received
by the Fund is timely distributed to its shareholders. Excess distributions will be characterized as ordinary income even
though, absent the application of PFIC rules, some excess distributions may have been classified as capital gain.
A Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred
with respect to PFICs. Elections may be available that would ameliorate these adverse tax consequences, but such elections
could require a Fund to recognize taxable income or gain without the concurrent receipt of cash. Investments in PFICs could
also result in the treatment of associated capital gains as ordinary income. The Funds may attempt to limit and/or manage
their holdings in PFICs to minimize their tax liability or maximize their returns from these investments but there can be
no assurance that they will be able to do so. Moreover, because it is not always possible to identify a foreign corporation
as a PFIC in advance of acquiring shares in the corporation, a Fund may incur the tax and interest charges described above
in some instances. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income.
In addition to the investments described above, prospective shareholders should be aware that other investments made by the
Funds may involve complex tax rules that may result in income or gain recognition by the Funds without corresponding current
cash receipts. Although the Funds seek to avoid significant non-cash income, such non-cash income could be recognized by the
Funds, in which case the Funds may distribute cash derived from other sources in order to meet the minimum distribution requirements
described above. In this regard, the Funds could be required at times to liquidate investments prematurely in order to satisfy
their minimum distribution requirements.
Taxation of Distributions.
Except for exempt-interest dividends (defined below) paid out by "Tax-Free Funds", distributions paid out of a Fund's current
and accumulated earnings and profits (as determined at the end of the year), whether paid in cash or reinvested in the Fund,
generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal
income tax return. Dividends and distributions on a Fund's shares are generally subject to U.S. federal income tax as described
herein to the extent they do not exceed the Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment. Such distributions are likely to occur in respect
of shares acquired at a time when the Fund's net asset value reflects gains that are either unrealized, or realized but not
distributed. For U.S. federal income tax purposes, a Fund's earnings and profits, described above, are determined at the end
of the Fund's taxable year and are allocated pro rata to distributions paid over the entire year. Distributions in excess
of a Fund's current and accumulated earnings and profits will first be treated as a return of capital up to the amount of
a shareholder's tax basis in the shareholder's Fund shares and then as capital gain. A Fund may make distributions in excess
of its earnings and profits, from time to time.
For U.S. federal income tax purposes, distributions of investment income are generally taxable as ordinary income, and distributions
of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. Distributions
properly designated by a Fund as capital gain dividends will be taxable to shareholders as long-term capital gain (to the
extent such distributions do not exceed the Fund's net capital gain for the taxable year), regardless of how long a shareholder
has held Fund shares, and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend
income. Each Fund will report capital gain dividends, if any, in a written statement furnished to its shareholders after the
close of the Fund's taxable year.
Fluctuations in foreign currency exchange rates may result in foreign exchange gain or loss on transactions in foreign currencies,
foreign currency-denominated debt obligations, and certain foreign currency options, futures contracts and forward contracts.
Such gains or losses are generally characterized as ordinary income or loss for tax purposes. The Fund must make certain distributions
in order to qualify as a Regulated Investment Company, and the timing of and character of transactions such as foreign currency-related
gains and losses may result in the fund paying a distribution treated as a return of capital. Such distribution is nontaxable
to the extent of the recipient's basis in its shares.
Some states will not tax distributions made to individual shareholders that are attributable to interest a Fund earned on
direct obligations of the U.S. government if the Fund meets the state's minimum investment or reporting requirements, if any.
Investments in GNMA or FNMA securities, bankers' acceptances, commercial paper and repurchase agreements collateralized by
U.S. government securities generally do not qualify for tax-free treatment. This exemption may not apply to corporate shareholders.
Sales and Exchanges of Fund Shares.
If a shareholder sells, pursuant to a cash or in-kind redemption, or exchanges the shareholder's Fund shares, subject to
the discussion below, the shareholder generally will recognize a taxable capital gain or loss on the difference between the
amount received for the shares (or deemed received in the case of an exchange) and the shareholder's tax basis in the shares.
This gain or loss will be long-term capital gain or loss if the shareholder has held such Fund shares for more than one year
at the time of the sale or exchange, and short-term otherwise.
If a shareholder sells or exchanges Fund shares within 90 days of having acquired such shares and if, before January 31 of
the calendar year following the calendar year of the sale or exchange, as a result of having initially acquired those shares,
the shareholder subsequently pays a reduced sales charge on a new purchase of shares of the Fund or a different RIC, the sales
charge previously incurred in acquiring the Fund's shares generally shall not be taken into account (to the extent the previous
sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount
of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase. Also, if a
shareholder recognizes a loss on a disposition of Fund shares, the loss will be disallowed under the "wash sale" rules to
the extent the shareholder purchases substantially identical shares within the 61-day period beginning 30 days before and
ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of
the purchased shares.
If a shareholder receives a capital gain dividend with respect to any Fund share and such Fund share is held for six months
or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Fund share will be treated as a long-term
capital loss to the extent of the capital gain dividend. If such loss is incurred from the redemption of shares pursuant to
a periodic redemption plan then U.S. Treasury regulations may permit an exception to this six-month rule. No such regulations
have been issued as of the date of this SAI.
In addition, if a shareholder of a Tax-Free Fund holds such Fund shares for six months or less, any loss on the sale or exchange
of those shares will be disallowed to the extent of the amount of exempt-interest dividends (defined below) received with
respect to the shares. If such loss is incurred from the redemption of shares pursuant to a periodic redemption plan then
U.S. Treasury regulations may permit an exception to this six-month rule. Such a loss will also not be disallowed where the
loss is incurred with respect to shares of a Fund that declares exempt-interest dividends on a daily basis in an amount equal
to at least 90% of its net-tax exempt interest and distributes such dividends on a monthly, or more frequent, basis. Additionally,
where a Fund regularly distributes at least 90% of its net tax-exempt interest, if any, the Treasury Department is authorized
to issue regulations reducing the six month holding period requirement to a period of not less than the greater of 31 days
or the period between regular distributions. No such regulations have been issued as of the date of this filing.
Foreign Taxes.
Amounts realized by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by
such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more
than 50% of the value of a Fund's total assets at the close of its taxable year consists of securities of foreign corporations,
the Fund will be eligible to file an annual election with the IRS pursuant to which the Fund may pass-through to its shareholders
on a pro rata basis certain foreign income and similar taxes paid by the Fund, and such taxes may be claimed, subject to certain
limitations, either as a tax credit or deduction by the shareholders. However, even if a Fund qualifies for the election for
any year, it may not make the election for such year. If a Fund does not so elect, then shareholders will not be entitled
to claim a credit or deduction with respect to foreign taxes paid or withheld. If a Fund does elect to "pass through" its
foreign taxes paid in a taxable year, the Fund will furnish a written statement to its shareholders reporting such shareholders
proportionate share of the Funds' foreign taxes paid.
Even if a Fund qualifies for the election, foreign income and similar taxes will only pass through to the Fund's shareholders
if the Fund and its shareholders meet certain holding period requirements. Specifically, (i) the shareholders must have held
the Fund shares for at least 16 days during the 31-day period beginning 15 days prior to the date upon which the shareholders
became entitled to receive Fund distributions corresponding with the pass through of such foreign taxes paid by the Fund,
and (ii) with respect to dividends received by the Fund on foreign shares giving rise to such foreign taxes, the Fund must
have held the shares for at least 16 days during the 31-day period beginning 15 days prior to the date upon which the Fund
became entitled to the dividend. These holding periods increase for certain dividends on preferred stock. A Fund may choose
not to make the election if the Fund has not satisfied its holding requirement.
If a Fund makes the election, the Fund will not be permitted to claim a credit or deduction for foreign taxes paid in that
year, and the Fund's dividends-paid deduction will be increased by the amount of foreign taxes paid that year. Fund shareholders
that have satisfied the holding period requirements and certain other requirements shall include their proportionate share
of the foreign taxes paid by the Fund in their gross income and treat that amount as paid by them for the purpose of the foreign
tax credit or deduction. If the shareholder claims a credit for foreign taxes paid, the credit will be limited to the extent
it exceeds the shareholder's federal income tax attributable to foreign source taxable income. If the credit is attributable,
wholly or in part, to qualified dividend income (as defined below), special rules will be used to limit the credit in a manner
that reflects any resulting dividend rate differential.
In general, an individual with $300 or less of creditable foreign taxes may elect to be exempt from the foreign source taxable
income and qualified dividend income limitations if the individual has no foreign source income other than qualified passive
income. This $300 threshold is increased to $600 for joint filers. A deduction for foreign taxes paid may only be claimed
by shareholders that itemize their deductions.
U.S. Federal Income Tax Rates.
Noncorporate Fund shareholders (i.e., individuals, trusts and estates) are taxed at a maximum rate of 39.6% on ordinary income
and 20% on long-term capital gain for taxable years beginning after December 31, 2012.
In general, "qualified dividend income" realized by noncorporate Fund shareholders is taxable at the same rate as net capital
gain. Generally, qualified dividend income is dividend income attributable to certain U.S. and foreign corporations, as long
as certain holding period requirements are met. After this date, all dividend income generally will be taxed at the same rate
as ordinary income. If 95% or more of a Fund's gross income (excluding net long-term capital gain over net short-term capital
loss) constitutes qualified dividend income, all of its distributions (other than capital gain dividends) will be generally
treated as qualified dividend income in the hands of individual shareholders, as long as they have owned their Fund shares
for at least 61 days during the 121-day period beginning 60 days before the Fund's ex-dividend date (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before such date). In general, if less than 95% of a
Fund's income is attributable to qualified dividend income, then only the portion of the Fund's distributions that is attributable
to qualified dividend income and designated as such in a timely manner will be so treated in the hands of individual shareholders.
Payments received by a Fund from securities lending, repurchase, and other derivative transactions ordinarily will not qualify.
The rules attributable to the qualification of Fund distributions as qualified dividend income are complex, including the
holding period requirements. Individual Fund shareholders therefore are urged to consult their own tax advisers and financial
planners. Income and bond Funds typically do not distribute significant amounts of "qualified dividend income" eligible for
reductions in individual U.S. federal income tax rates applicable to certain dividend income.
The maximum stated corporate U.S. federal income tax rate applicable to ordinary income and net capital gain is 35%. Actual
marginal tax rates may be higher for some shareholders, for example, through reductions in deductions. Distributions from
an Income Fund generally will not qualify for the "dividends-received deduction" applicable to corporate shareholders with
respect to certain dividends. Distributions from an Equity Fund may qualify for the "dividends-received deduction" applicable
to corporate shareholders with respect to certain dividends. Naturally, the amount of tax payable by any taxpayer will be
affected by a combination of tax laws covering, for example, deductions, credits, deferrals, exemptions, sources of income
and other matters. U.S. federal income tax rates are set to increase in future years under various "sunset" provisions of
U.S. federal income tax laws.
Under recently enacted legislation, for taxable years beginning after December 31, 2012, noncorporate Fund shareholders generally
will be subject to a 3.8% tax on their "net investment income," which ordinarily includes taxable distributions received from
the Funds and taxable gain on the disposition of Fund shares.
For taxable years beginning after December 31, 2012, a U.S. withholding tax at a 30% rate will be imposed on dividends and
proceeds of sales in respect of Fund shares received by Fund shareholders who own their shares through foreign accounts or
foreign intermediaries if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. The Funds
will not pay any additional amounts in respect to any amounts withheld.
Backup Withholding.
A Fund is generally required to withhold and remit to the U.S. Treasury, subject to certain exemptions (such as for certain
corporate or foreign shareholders), an amount equal to 28% of all distributions and redemption proceeds (including proceeds
from exchanges and redemptions in-kind) paid or credited to a Fund shareholder if (i) the shareholder fails to furnish the
Fund with a correct "taxpayer identification number" ("TIN"), (ii) the shareholder fails to certify under penalties of perjury
that the TIN provided is correct, (iii) the shareholder fails to make certain other certifications, or (iv) the IRS notifies
the Fund that the shareholder's TIN is incorrect or that the shareholder is otherwise subject to backup withholding. Backup
withholding is not an additional tax imposed on the shareholder. The shareholder may apply amounts withheld as a credit against
the shareholder's U.S. federal income tax liability and may obtain a refund of any excess amounts withheld, provided that
the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder
can also be subject to IRS penalties. A shareholder may generally avoid backup withholding by furnishing a properly completed
IRS Form W-9. State backup withholding may also be required to be withheld by the Funds under certain circumstances.
Corporate Shareholders.
Subject to limitation and other rules, a corporate shareholder of a Fund may be eligible for the dividends received deduction
on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly
by the corporate shareholder, would qualify for such a deduction. For eligible corporate shareholders, the dividends-received
deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation
will be eligible for the deduction only if certain holding period and other requirements are met. These requirements are complex;
therefore, corporate shareholders of the Funds are urged to consult their own tax advisers and financial planners.
Foreign Shareholders.
For purposes of this discussion, "foreign shareholders" include: (i) nonresident alien individuals, (ii) foreign trusts (i.e.,
a trust other than a trust with respect to which a U.S. court is able to exercise primary supervision over administration
of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), (iii) foreign estates
(i.e., the income of which is not subject to U.S. tax regardless of source), and (iv) foreign corporations.
Generally, subject to certain exceptions described below, distributions made to foreign shareholders will be subject to non-
refundable U.S. federal income tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty)
even if they are funded by income or gains (such as portfolio interest, short-term capital gain, or foreign-source dividend
and interest income) that, if paid to a foreign person directly, would not be subject to withholding. However, with respect
to certain distributions made to foreign shareholders in taxable years beginning before January 1, 2014, no withholding will
be required and the distributions generally will not be subject to U.S. federal income tax if (i) the distributions are reported
as "interest related dividends" or "short term capital gain dividends" in a written statement furnished to shareholders (ii)
the distributions are derived from sources specified in the Code for such dividends and (iii) certain other requirements are
satisfied. No assurance can be given that a Fund would designate any of its distributions as interest related dividends or
short term capital gain dividends, even if it is permitted to do so. In the case of shares held through an intermediary, even
if a Fund makes a designation with respect to a payment, no assurance can be made that the intermediary will respect such
a designation. Capital gains dividends and gains recognized by a foreign shareholder on the redemption of Fund shares generally
will not be subject to U.S. federal income tax withholding, provided that certain requirements are satisfied. Tax-exempt dividends
(described below) paid by a Tax-Free Fund to a foreign shareholders also should be exempt from U.S. federal income tax withholding.
With respect to payments made after December 31, 2013, a withholding tax of 30% will be imposed on dividends from, and the
gross proceeds of a disposition of, Fund shares paid to certain foreign entities unless various information reporting requirements
are satisfied. Such withholding tax will generally apply to non-U.S. financial institutions, which are generally defined for
this purpose as non-U.S. entities that (i) accept deposits in the ordinary course of a banking or similar business, (ii) are
engaged in the business of holding financial assets for the account of others, or (iii) are engaged or hold themselves out
as being engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities,
or any interest in such assets. Prospective foreign shareholders are encouraged to consult their tax advisors regarding the
implications of this legislation on their investment in a Fund.
Before investing in a Fund's shares, a prospective foreign shareholder should consult with its own tax advisors, including
whether the shareholder's investment can qualify for benefits under an applicable income tax treaty.
Tax-Deferred Plans.
Shares of the Funds may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts.
However, shares of a Tax-Free Fund may not be suitable for tax-deferred, retirement and other tax-advantaged plans and accounts,
since such plans and accounts are generally tax-exempt and, therefore, would not benefit from the tax-exempt status of certain
distributions from the Tax-Free Fund (discussed below). Such distributions may ultimately be taxable to the beneficiaries
when distributed to them. Prospective investors should contact their tax advisers and financial planners regarding the tax
consequences to them of holding Fund shares through such plans and/or accounts.
Tax-Exempt Shareholders.
Shares of a Tax-Free Fund may not be suitable for tax-exempt shareholders since such shareholders generally would not benefit
from the tax-exempt status of distributions from the Tax-Free Funds (discussed below). Tax-exempt shareholders should contact
their tax advisers and financial planners regarding the tax consequences to them of an investment in the Funds.
Any investment in residual interests of a collateralized mortgage obligation that has elected to be treated as a REMIC can
create complex U.S. federal income tax consequences, especially if a Fund has state or local governments or other tax-exempt
organizations as shareholders.
Special tax consequences apply to charitable remainder trusts ("CRTs") (as defined in Section 664 of the Code) that invest
in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. CRTs are urged to
consult their own tax advisers and financial planners concerning these special tax consequences.
Tax Shelter Reporting Regulations.
Generally, under U.S. Treasury regulations, if an individual shareholder recognizes a loss of $2 million or more or if a
corporate shareholder recognizes a loss of $10 million or more, the shareholder must file with the IRS a disclosure statement
on Form 8886. Direct shareholders of securities are in many cases exempt from this reporting requirement, but under current
guidance, shareholders of a RIC are not exempt. Future guidance may extend the current exemption from this reporting requirement
to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their own tax advisers
to determine the applicability of these regulations in light of their individual circumstances.
Additional Considerations for the Tax-Free Funds
. If at least 50% of the value of a Fund's total assets at the close of each quarter of its taxable years consists of debt
obligations that generate interest exempt from U.S. federal income tax under Section 103 of the Internal Revenue Code, then
the Fund may qualify to pass through to its shareholders the tax-exempt character of its income from such debt obligations
by paying exempt-interest dividends. The Tax-Free Funds intend to so qualify and are designed to provide shareholders with
income exempt from U.S. federal income tax in the form of exempt-interest dividends. "Exempt-interest dividends" are dividends
(other than capital gain dividends) paid by a RIC that are properly reported as such in a written statement furnished to shareholders.
Each Tax-Free Fund will report to its shareholders the portion of the distributions for the taxable year that constitutes
exempt-interest dividends. The designated portion cannot exceed the excess of the amount of interest excludable from gross
income under Section 103 of the Internal Revenue Code received by a Tax-Free Fund during the taxable year over any amounts
disallowed as deductions under Sections 265 and 171(a)(2) of the Internal Revenue Code. Interest on indebtedness incurred
to purchase or carry shares of the Tax-Free Funds will not be deductible to the extent that the Tax-Free Funds' distributions
are exempt from U.S. federal income tax. In addition, an investment in a Tax-Free Fund may result in liability for U.S. federal
alternative minimum tax ("AMT"). Certain deductions and exemptions have been designated "tax preference items" which must
be added back to taxable income for purposes of calculating the U.S. federal AMT. Tax preference items include tax-exempt
interest on certain "private activity bonds." To the extent a Tax-Free Fund invests in certain private activity bonds, its
shareholders will be required to report that portion of the Fund's distributions attributable to income from the bonds as
a tax preference item in determining their U.S. federal AMT, if any. Shareholders will be notified of the tax status of distributions
made by a Tax-Free Fund.
Persons who may be "substantial users" (or "related persons" of substantial users) of facilities financed by private activity
bonds should consult their tax advisers before purchasing shares in a Tax-Free Fund. Furthermore, shareholders will not be
permitted to deduct any of their share of a Tax-Free Fund's expenses in computing their U.S. federal AMT. In addition, exempt-interest
dividends paid by a Tax-Free Fund to a corporate shareholder are included in the shareholder's "adjusted current earnings"
as part of its U.S. federal AMT calculation, and may also affect its U.S. federal "environmental tax" liability. As of the
date of this filing, individuals are subject to the U.S. federal AMT at a maximum rate of 28% and corporations are subject
to the U.S. federal AMT at a maximum rate of 20%. Shareholders with questions or concerns about the U.S. federal AMT should
consult own their own tax advisers.
The IRS is paying increased attention to whether debt obligations intended to produce interest exempt from U.S. federal income
tax in fact meet the requirements for such exemption. Ordinarily, the Tax-Free Funds rely on opinions from the issuer's bond
counsel that interest on the issuer's debt obligation will be exempt from U.S. federal income tax. However, no assurance can
be given that the IRS will not successfully challenge such exemption, which could cause interest on the debt obligation to
be taxable and could jeopardize a Tax-Free Fund's ability to pay any exempt-interest dividends. Similar challenges may occur
as to state-specific exemptions.
A shareholder who receives Social Security or railroad retirement benefits should consult the shareholder's own tax adviser
to determine what effect, if any, an investment in a Tax-Free Fund may have on the U.S. federal taxation of such benefits.
Exempt-interest dividends are included in income for purposes of determining the amount of benefits that are taxable.
Distributions of a Tax-Free Fund's income other than exempt-interest dividends generally will be taxable to shareholders.
Gains realized by a Tax-Free Fund on the sale or exchange of investments that generate tax-exempt income will also be taxable
to shareholders.
Although exempt-interest dividends are generally exempt from U.S. federal income tax, there may not be a similar exemption
under the laws of a particular state or local taxing jurisdiction. Thus, exempt-interest dividends may be subject to state
and local taxes. You should consult your own tax advisor to discuss the tax consequences of your investment in a Tax-Free
Fund.
Legislative Proposals.
Prospective shareholders should recognize that the present U.S. federal income tax treatment of the Funds and their shareholders
may be modified by legislative, judicial or administrative actions at any time, which may be retroactive in effect. The rules
dealing with U.S. federal income taxation are constantly under review by Congress, the IRS and the Treasury Department, and
statutory changes as well as promulgation of new regulations, revisions to existing statutes, and revised interpretations
of established concepts occur frequently. You should consult your advisors concerning the status of legislative proposals
that may pertain to holding Fund shares.
Cost Basis Reporting
The Emergency Economic Stabilization Act of 2008 and provisions from the Energy Improvement and Extension Act of 2008 require each Fund or its delegate to report cost basis information to shareholders and the Internal Revenue Service for 1099-B reportable redemptions of covered Fund shares acquired on or after January 1, 2012. Shares purchased on or after January 1, 2012 are generally treated as covered shares. Shares purchased before January 1, 2012 or shares without complete cost basis information are generally treated as noncovered shares.
Fund shareholders should consult their tax advisors to obtain more information about how the new cost basis rules apply to them and determine which cost basis method allowed by the Internal Revenue Service is best for their tax situation. Methods allowed by the IRS include, but are not limited to:
Average Cost . The cost per share is determined by dividing the aggregate cost amount by the total shares in the account. The basis of the shares redeemed is determined by multiplying the shares redeemed by the cost per share. Starting in 2012, accounts may maintain two separate average costs: one average for covered shares and a separate average for noncovered shares. Under the Average Cost method, noncovered shares are generally depleted first.
First in first out (FIFO) . Shares acquired first in the shareholder's account are the first shares depleted and determine the shareholder's cost basis. The basis of the shares redeemed is determined by the adjusted purchase price of each date the shares were acquired.
Specific Identification . A shareholder selects the shares to be redeemed from any of the purchase lots that still have shares remaining. The basis of the shares redeemed is determined by the adjusted purchase price of each date the shares were acquired.
In the absence of a shareholder method election, the Fund will apply its default method, Average Cost. If the Average Cost method is applied either by default or at the shareholder's election, the shareholder's ability to change such election once a sale occurs will be limited under the IRS rules. After an election has been made, but before a disposition of shares occurs, a shareholder may make a retroactive change to an alternate method. The cost basis method a shareholder elects may not be changed with respect to a redemption of shares after the settlement date of the redemption. At any time, a shareholder may designate a new election for future purchases.
Redemptions of noncovered shares (shares acquired prior to January 1, 2012) will continue to be reported using the Average Cost method, if available, and will not be reported to the IRS.
PROXY VOTING POLICIES AND PROCEDURES
The Trusts and Funds Management have adopted policies and procedures ("Proxy Voting Procedures") that are used to vote proxies relating to portfolio securities held by the Funds of the Trusts. The Proxy Voting Procedures are designed to ensure that proxies are voted in the best interests of Fund shareholders, without regard to any relationship that any affiliated person of the Fund (or an affiliated person of such affiliated person) may have with the issuer of the security.
The responsibility for voting proxies relating to the Funds' portfolio securities has been delegated to Funds Management. In accordance with the Proxy Voting Procedures, Funds Management exercises its voting responsibility with the goal of maximizing value to shareholders consistent with governing laws and the investment policies of each Fund. While each Fund does not purchase securities to exercise control or to seek to effect corporate change through share ownership, it supports sound corporate governance practices within companies in which it invests and reflects that support through its proxy voting process.
Funds Management has established a Proxy Voting Committee (the "Proxy Committee") that is responsible for overseeing the proxy voting process and ensuring that the voting process is implemented in conformance with the Proxy Voting Procedures. Funds Management has retained an independent, unaffiliated nationally recognized proxy voting company as proxy voting agent. The Proxy Committee monitors the proxy voting agent and the voting process and, in certain situations, votes proxies or directs the proxy voting agent how to vote.
The Proxy Voting Procedures set out guidelines regarding how Funds Management and the proxy voting agent will vote proxies. Where the guidelines specify a particular vote on a particular matter, the proxy voting agent handles the proxy, generally without further involvement by the Proxy Committee. Where the guidelines specify a case-by-case determination, the proxy voting agent forwards the proxy to the Proxy Committee for a vote determination by the Proxy Committee. To the extent the guidelines do not address a proxy voting proposal, Funds Management will vote pursuant to the proxy voting agent's current U.S. and International proxy voting guidelines. In addition, even where the guidelines specify a particular vote, the Proxy Committee may exercise a discretionary vote if it determines that a case-by-case review of a particular matter is warranted. As a general matter, proxies are voted consistently in the same matter when securities of an issuer are held by multiple Funds of the Trusts.
The Proxy Voting Procedures set forth Funds Management's general position on various proposals, such as:
Routine Items – Funds Management will generally vote for uncontested director or trustee nominees, changes in company name, and other procedural matters related to annual meetings.
Corporate Governance – Funds Management will generally vote for charter and bylaw amendments proposed solely to conform with modern business practices or for purposes of simplification or to comply with what management's counsel interprets as applicable law.
Anti-Takeover Matters – Funds Management generally will vote for proposals that require shareholder ratification of poison pills, and on a case-by-case basis on proposals to redeem a company's poison pill.
Mergers/Acquisitions and Corporate Restructurings – Funds Management's Proxy Committee will examine these items on a case-by-case basis.
Shareholder Rights – Funds Management will generally vote against proposals that may restrict shareholder rights.
Capital Structure Changes - Funds Management will follow the proxy voting agent's capital structure model in evaluating requested increases in authorized common stock. In addition, even if capital requests of less than or equal to 300% of outstanding shares fail the calculated allowable cap, Funds Management will vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.
Executive and Director Compensation Plans - Funds Management will analyze on a case-by-case basis proposals on executive or director compensation plans, with the view that viable compensation programs reward the creation of shareholder wealth by having high payout sensitivity to increases in shareholder value.
Disclosure on Executive or Director Compensation Cap or Restrict Executive or Director Compensation - Funds Management will generally vote for shareholder proposals requiring companies to report on their executive retirement benefits (deferred compensation, split-dollar life insurance, SERPs, and pension benefits. Funds Management will generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote, unless the company's executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. Funds Management will generally vote against proposals that seek to limit executive and director pay.
In all cases where the Proxy Committee makes the decision regarding how a particular proxy should be voted, the Proxy Committee
exercises its voting discretion in accordance with the voting philosophy of the Funds and in the best interests of Fund shareholders.
In deciding how to vote, the Proxy Committee may rely on independent research, input and recommendations from third parties
including independent proxy services, other independent sources, sub-advisers, company managements and shareholder groups
as part of its decision-making process.
In most cases, any potential conflicts of interest involving Funds Management or any affiliate regarding a proxy are avoided
through the strict and objective application of the Fund's voting guidelines. However, when the Proxy Committee is aware of
a material conflict of interest regarding a matter that would otherwise be considered on a case-by-case basis by the Proxy
Committee, the Proxy Committee shall address the material conflict by using any of the following methods: (i) instructing
the proxy voting agent to vote in accordance with the recommendation it makes to its clients; (ii) disclosing the conflict
to the Board and obtaining their consent before voting; (iii) submitting the matter to the Board to exercise its authority
to vote on such matter; (iv) engaging an independent fiduciary who will direct the Proxy Committee on voting instructions
for the proxy; (v) consulting with outside legal counsel for guidance on resolution of the conflict of interest; (vi) erecting
information barriers around the person or persons making voting decisions; (vii) voting in proportion to other shareholders;
or (viii) voting in other ways that are consistent with each Fund's obligation to vote in the best interests of its shareholders.
Additionally, the Proxy Committee does not permit its votes to be influenced by any conflict of interest that exists for any
other affiliated person of the Funds (such as a subadviser or principal underwriter) and the Proxy Committee votes all such
matters without regard to the conflict. The Proxy Voting Procedures may reflect voting positions that differ from practices
followed by other companies or subsidiaries of Wells Fargo & Company.
While Funds Management uses its best efforts to vote proxies, in certain circumstances it may be impractical or impossible
for Funds Management to vote proxies (e.g., limited value or unjustifiable costs). For example, in accordance with local law
or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning
prior to the shareholder meeting and ending on the day following the meeting ("share blocking"). Due to these restrictions,
Funds Management must balance the benefits to its clients of voting proxies against the potentially serious portfolio management
consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. As a result, Funds Management
will generally not vote those proxies in the absence of an unusual, significant vote or compelling economic importance. Additionally,
Funds Management may not be able to vote proxies for certain foreign securities if Funds Management does not receive the proxy
statement in time to vote the proxies due to custodial processing delays.
As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the
security shall be entitled to vote the proxy). However, if the Proxy Committee is aware of an item in time to recall the security
and has determined in good faith that the importance of the matter to be voted upon outweighs the loss in lending revenue
that would result from recalling the security (i.e., if there is a controversial upcoming merger or acquisition, or some other
significant matter), the security will be recalled for voting.
Information regarding how the Funds voted proxies relating to portfolio securities held during the most recent 12-month period
ended June 30 may be obtained on the Funds' Web site at wellsfargoadvantagefunds.com or by accessing the SEC's Web site at
sec.gov.
POLICIES AND PROCEDURES FOR DISCLOSURE OF FUND PORTFOLIO HOLDINGS
I. Scope of Policies and Procedures . The following policies and procedures (the "Portfolio Holdings Procedures") govern the disclosure of portfolio holdings and any ongoing arrangements to make available information about portfolio holdings for the separate series of Wells Fargo Funds Trust ("Funds Trust"), Wells Fargo Master Trust ("Master Trust"), Wells Fargo Variable Trust ("Variable Trust") and Asset Allocation Trust (each of Funds Trust, Master Trust, Variable Trust and Asset Allocation Trust referred to collectively herein in the Portfolio Holdings Procedures as the "Funds" or individually as the "Fund") now existing or hereafter created.
II. Disclosure Philosophy . The Funds have adopted these Portfolio Holdings Procedures to ensure that the disclosure of a Fund's portfolio holdings is accomplished in a manner that is consistent with a Fund's fiduciary duty to its shareholders. For purposes of these Portfolio Holdings Procedures, the term "portfolio holdings" means the stock, bonds and derivative positions held by a non-money market Fund and does not include the cash investments held by the Fund. For money market funds, the term "portfolio holdings" includes cash investments, such as investments in repurchase agreements.
Under no circumstances shall Funds Management or the Funds receive any compensation in return for the disclosure of information about a Fund's portfolio securities or for any ongoing arrangements to make available information about a Fund's portfolio securities.
III. Disclosure of Fund Portfolio Holdings . The complete portfolio holdings and top ten holdings information referenced below (except for the Funds of Master Trust, Variable Trust and Asset Allocation Trust) will be available on the Funds' website until updated for the next applicable period. Funds Management may withhold any portion of a Fund's portfolio holdings from online disclosure when deemed to be in the best interest of the Fund. Once holdings information has been posted on the website, it may be further disseminated without restriction.
A. Complete Holdings. The complete portfolio holdings for each Fund (except for money market funds and funds that operate as fund of funds) shall be made publicly available monthly on the Funds' website (wellsfargo.com/advantagefunds), on a one-month delayed basis. Money market Fund portfolio holdings shall be made publicly available on the Fund's website, on a 1-day delayed basis. In addition to the foregoing, each money market Fund shall post on its website, for a period of not less than six months, beginning no later than the fifth business day of the month, a schedule of its investments, as of the last business day of the prior month, that includes the following information required by rule 2a-7(c)(12) under the Investment Company Act of 1940. The categories of information included on the website may differ slightly from what is included in the Funds' Statement of Investments.
B. Top Ten Holdings. Top ten holdings information (excluding derivative positions) for each Fund (except for money market funds) shall be made publicly available on the Funds' website on a monthly, seven-day or more delayed basis.
C.
Fund of Funds Structures.
1. The underlying funds held by a Fund that operates as a fund of funds and invests exclusively in unaffiliated underlying
funds or exclusively in a combination of affiliated and unaffiliated underlying funds (in both cases, an "unaffiliated fund
of funds") shall be posted to the Funds' website on a monthly, one-month delayed basis.
2. The individual holdings of the underlying funds held by a Fund that operates as a fund of funds and invests exclusively
in affiliated underlying funds (an "affiliated fund of funds") shall be posted to the Funds' website on a monthly, one-month
delayed basis.
3. A change to the underlying funds held by an affiliated or unaffiliated fund of funds or changes in an affiliated or unaffiliated
fund of funds' target allocations between or among its fixed-income and/or equity investments may be posted to the Funds'
website simultaneous with the occurrence of the change.
Furthermore, as required by the SEC each Fund shall file its complete portfolio holdings schedule in public filings made with the SEC on a quarterly basis. Each Fund is required to file its complete portfolio schedules for the second and fourth fiscal quarter on Form N-CSR, and each Fund is required to file its complete portfolio schedules for the first and third fiscal quarters on From N-Q, in each instance within 60 days of the end of the Fund's fiscal quarter. Through Form N-CSR and Form N-Q filings made with the SEC, the Funds' full portfolio holdings will be publicly available to shareholders on a quarterly basis. Such filings shall be made on or shortly before the 60th day following the end of a fiscal quarter. In addition, each money market Fund is required to file with the SEC by the fifth business day of each month, a report on Form N-MFP of portfolio holdings that is current as of the last business day of the previous month; the SEC makes each Form N-MFP publicly available on a delayed basis (presently 60 days after the end of the month to which the information in the report relates).
Each Fund's complete portfolio schedules for the second and fourth fiscal quarter, required to be filed on Form N-CSR, shall be delivered to shareholders in the Fund's semi-annual and annual reports. Each Fund's complete portfolio schedule for the first and third fiscal quarters, required to be filed on Form N-Q, will not be delivered to shareholders. Each Fund, however, shall include appropriate disclosure in its semi-annual and annual reports as to how a shareholder may obtain holdings information for the Fund's first and third fiscal quarters.
IV. List of Approved Recipients . The following list describes the limited circumstances in which a Fund's portfolio holdings may be disclosed to selected third parties in advance of the monthly release on the Funds' website. In each instance, a determination will be made by Funds Management that such advance disclosure is supported by a legitimate business purpose and that the recipients, where feasible, are subject to an independent duty not to disclose or trade on the nonpublic information.
A. Sub-Advisers . Sub-advisers shall have full daily access to fund holdings for the Fund(s) for which they have direct management responsibility. Sub-advisers may also release and discuss portfolio holdings with various broker/dealers for purposes of analyzing the impact of existing and future market changes on the prices, availability/demand and liquidity of such securities, as well as for the purpose of assisting portfolio managers in the trading of such securities. A new Fund sub-adviser may periodically receive full portfolio holdings information for such Fund from the date of Board approval through the date upon which they take over day-to-day investment management activities. Such disclosure will be subject to confidential treatment.
B. Money Market Portfolio Management Team . The money market portfolio management team at Wells Capital Management Incorporated ("Wells Capital Management") shall have full daily access to daily transaction information across the Wells Fargo Advantage Funds for purposes of anticipating money market sweep activity which in turn helps to enhance liquidity management within the money market funds.
C.
Funds Management/Wells Fargo Funds Distributor, LLC
.
1. Funds Management personnel that deal directly with the processing, settlement, review, control, auditing, reporting, and/
or valuation of portfolio trades shall have full daily access to Fund portfolio holdings through access to PNC's Datapath
system.
2. Funds Management personnel that deal directly with investment review and analysis of the Funds shall have full daily access
to Fund portfolio holdings through Factset, a program that is used to, among other things, evaluate portfolio characteristics
against available benchmarks.
3. Funds Management and Funds Distributor personnel may be given advance disclosure of any changes to the underlying funds
in a fund of funds structure or changes in a Fund's target allocations that result in a shift between or among its fixed-income
and/or equity investments.
D. External Servicing Agents . Appropriate personnel employed by entities that assist in the review and/or processing of Fund portfolio transactions, employed by the fund accounting agent, the custodian and the trading settlement desk at Wells Capital Management (only with respect to the Funds that Wells Capital Management sub-advises), shall have daily access to all Fund portfolio holdings. In addition, certain of the sub-advisers utilize the services of software provider Advent to assist with portfolio accounting and trade order management. In order to provide the contracted services to the sub-adviser, Advent may receive full daily portfolio holdings information directly from the Funds' accounting agent however, only for those Funds in which such subadviser provides advisory services. Funds Management also utilizes the services of Institutional Shareholder Services ("ISS") to assist with proxy voting. ISS may receive full Fund portfolio holdings on a weekly basis for the Funds for which it provides services.
E. Rating Agencies . Nationally Recognized Statistical Ratings Organizations ("NRSROs") may receive full Fund holdings for rating purposes.
F. Reorganizations . Entities hired as trading advisors that assist with the analysis and trading associated with transitioning portfolios may receive full portfolio holdings of both the target fund and the acquiring fund. In addition, the portfolio managers of the target fund and acquiring fund may receive full portfolio holdings of the acquiring fund and target fund, respectively, in order to assist with aligning the portfolios prior to the closing date of the reorganization.
G. Investment Company Institute . The Investment Company Institute may receive information about full money market Fund holdings concurrently at the time each money market Fund files with the SEC a report on Form N-MFP.
V. Additions to List of Approved Recipients . Any additions to the list of approved recipients requires approval by the President and Chief Legal Officer of the Funds based on a review of: (i) the type of fund involved; (ii) the purpose for receiving the holdings information; (iii) the intended use of the information; (iv) the frequency of the information to be provided; (v) the length of the lag, if any, between the date of the information and the date on which the information will be disclosed; (vi) the proposed recipient's relationship to the Funds; (vii) the ability of Funds Management to monitor that such information will be used by the proposed recipient in accordance with the stated purpose for the disclosure; (viii) whether a confidentiality agreement will be in place with such proposed recipient; and (ix) whether any potential conflicts exist regarding such disclosure between the interests of Fund shareholders, on the one hand, and those of the Fund's adviser, principal underwriter, or any affiliated person of the Fund.
VI. Funds Management Commentaries . Funds Management may disclose any views, opinions, judgments, advice or commentary, or any analytical, statistical, performance or other information in connection with or relating to a Fund or its portfolio holdings (including historical holdings information), or any changes to the portfolio holdings of a Fund. The portfolio commentary and statistical information may be provided to members of the press, shareholders in the Funds, persons considering investment in the Funds or representatives of such shareholders or potential shareholders. The content and nature of the information provided to each of these persons may differ.
Certain of the information described above will be included in periodic fund commentaries (e.g. quarterly, monthly, etc.) and will contain information that includes, among other things, top contributors/detractors from fund performance and significant portfolio changes during the relevant period (e.g. calendar quarter, month, etc.). This information will be posted contemporaneously with their distribution on the Funds' website.
No person shall receive any of the information described above if, in the sole judgment of Funds Management, the information could be used in a manner that would be harmful to the Funds.
VII. Board Approval . The Board shall review and reapprove these Portfolio Holdings Procedures, including the list of approved recipients, as often as they deem appropriate, but not less often than annually, and make any changes that they deem appropriate.
VIII. Education Component . In order to promote strict compliance with these Portfolio Holdings Procedures, Funds Management has informed its employees, and other parties possessing Fund portfolio holdings information (such as sub-advisers, the fund accounting agent and the custodian), of the limited circumstances in which the Funds' portfolio holdings may be disclosed in advance of the monthly disclosure on the Funds' website and the ramifications, including possible dismissal, if disclosure is made in contravention of these Portfolio Holdings Procedures.
CAPITAL STOCK
The Funds are two series of the Trust in the Wells Fargo Advantage family of funds. The Trust was organized as a Delaware statutory trust on March 10, 1999.
Most of the Trust's series are authorized to issue multiple classes of shares, one class generally subject to a front-end sales charge and, in some cases, classes subject to a CDSC, that are offered to retail investors. Certain of the Trust's series also are authorized to issue other classes of shares, which are sold primarily to institutional investors. Each share in a series represents an equal, proportionate interest in the series with all other shares. Shareholders bear their pro rata portion of a series' operating expenses, except for certain class-specific expenses (e.g., any state securities registration fees, shareholder servicing fees or distribution fees that may be paid under Rule 12b-1) that are allocated to a particular class. Please contact Investor Services at 1-800-222-8222 if you would like additional information about other series or classes of shares offered.
With respect to matters affecting one class but not another, shareholders vote as a class; for example, the approval of a Plan. Subject to the foregoing, all shares of a Fund have equal voting rights and will be voted in the aggregate, and not by series, except where voting by a series is required by law or where the matter involved only affects one series. For example, a change in a Fund's fundamental investment policy affects only one series and would be voted upon only by shareholders of the Fund involved. Additionally, approval of an advisory agreement, since it affects only one Fund, is a matter to be determined separately by each series. Approval by the shareholders of one series is effective as to that series whether or not sufficient votes are received from the shareholders of the other series to approve the proposal as to those series.
As used in the Prospectus(es) and in this SAI, the term "majority," when referring to approvals to be obtained from shareholders of a class of shares of a Fund means the vote of the lesser of (i) 67% of the shares of the class represented at a meeting if the holders of more than 50% of the outstanding shares of the class are present in person or by proxy, or (ii) more than 50% of the outstanding shares of the class of the Fund. The term "majority," when referring to approvals to be obtained from shareholders of the Fund, means the vote of the lesser of (i) 67% of the shares of the Fund represented at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding shares of the Fund. The term "majority," when referring to the approvals to be obtained from shareholders of the Trust as a whole, means the vote of the lesser of (i) 67% of the Trust's shares represented at a meeting if the holders of more than 50% of the Trust's outstanding shares are present in person or by proxy, or (ii) more than 50% of the Trust's outstanding shares.
Shareholders are not entitled to any preemptive rights. All shares are issued in uncertificated form only, and, when issued will be fully paid and non-assessable by the Trust. The Trust may dispense with an annual meeting of shareholders in any year in which it is not required to elect Trustees under the 1940 Act.
Each share of a class of a Fund represents an equal proportional interest in the Fund with each other share of the same class and is entitled to such dividends and distributions out of the income earned on the assets belonging to the Fund as are declared in the discretion of the Trustees. In the event of the liquidation or dissolution of the Trust, shareholders of a Fund are entitled to receive the assets attributable to that Fund that are available for distribution, and a distribution of any general assets not attributable to a particular Fund that are available for distribution in such manner and on such basis as the Trustees in their sole discretion may determine.
Set forth below as of February 3, 2014 is the name, address and share ownership of each person with record ownership of 5% or more of a class of a Fund and, if applicable, each person known by the Trust to have beneficial ownership of 25% or more of the voting securities of a Fund as a whole. Except as identified below, no person with record ownership of 5% or more of a class of a Fund is known by the Trust to have beneficial ownership of such shares.
Principal Fund Holders |
||
Emerging Markets Local Bond Fund
|
|
|
Wells Fargo Funds Seeding Account
|
47.59% |
|
Wells Fargo Funds Seeding Account
|
47.39% |
|
Emerging Markets Local Bond Fund
|
||
American Enterprise Investment Svc.
|
32.27% |
|
Wells Fargo Funds Seeding Account
|
64.63% |
|
Emerging Markets Local Bond Fund
|
||
Wells Fargo Funds Seeding Account
|
99.26% |
|
Emerging Markets Local Bond Fund
|
|
|
Wells Fargo Funds Seeding Account
|
100% |
|
Emerging Markets Local Bond Fund
|
||
Wells Fargo Funds Seeding Account
|
100% |
|
International Bond Fund
|
||
National Financial Services LLC
|
8.49% |
|
Pershing LLC
|
23.60% |
|
First Clearing LLC
|
5.12% |
|
American Enterprise Investment Svc.
|
8.07% |
|
Raymond James
|
6.66% |
|
Charles Schwab & Co Inc
|
10.10% |
|
Great-West Trust Company LLC
|
6.54% |
|
International Bond Fund
|
||
Pershing LLC
|
7.29% |
|
First Clearing LLC
|
37.19% |
|
American Enterprise Investment Svc.
|
19.69% |
|
MLPF & S For The Sole Benefit of Its Customers
|
10.76% |
|
International Bond Fund
|
||
First Clearing LLC
|
17.02% |
|
American Enterprise Investment Svc.
|
7.84% |
|
UBS WM USA
|
10.10% |
|
RBC Capital Markets LLC
|
5.64% |
|
Raymond James
|
12.26% |
|
MLPF&S For The Sole Benefit of Its Customers
|
18.42% |
|
Morgan Stanley Smith Barney
|
9.56% |
|
International Bond Fund
|
||
National Financial Services LLC
|
36.11% |
|
RBC Capital Markets LLC
|
21.87% |
|
Charles Schwab & Co Inc
|
31.72% |
|
International Bond Fund
|
||
National Financial Services LLC
|
25.16% |
|
Charles Schwab & Co Inc
|
21.72% |
|
Wells Fargo Bank, NA FBO
|
23.44% |
|
International Bond Fund
|
||
Wells Fargo Bank FBO
|
97.47% |
|
Strategic Income Fund
|
||
Wells Fargo Funds Seeding Account
|
92.76% |
|
Strategic Income Fund
|
||
Wells Fargo Funds Seeding Account
|
84.31% |
|
Strategic Income Fund
|
||
National Financial Services LLC
|
13.70% |
|
Pershing LLC
|
16.40% |
|
Wells Fargo Funds Seeding Account
|
66.54% |
|
Strategic Income Fund
|
||
Wells Fargo Funds Seeding Account
|
100% |
|
Strategic Income Fund
|
||
Wells Fargo Funds Seeding Account
|
100% |
For purposes of the 1940 Act, any person who owns directly or through one or more controlled companies more than 25% of the voting securities of a company is presumed to "control" such company. Accordingly, to the extent that a person identified in the foregoing table is identified as the beneficial owner of more than 25% of a Fund, or is identified as the record owner of more than 25% of a Fund and has voting and/or investment powers, it may be presumed to control such Fund. A controlling person's vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.
OTHER INFORMATION
The Trust's Registration Statement, including the Prospectus(es) and SAI for the Funds and the exhibits filed therewith, may be examined at the office of the SEC, located at 100 "F" Street NE, in Washington, D.C., 20549-0102. Statements contained in the Prospectus(es) or the SAI as to the contents of any contract or other document referred to herein or in the Prospectus(es) are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP has been selected as the independent registered public accounting firm for the Trust. KPMG LLP provides audit services, tax return preparation and assistance and consultation in connection with review of certain SEC filings. KPMG LLP's address is Two Financial Center, 60 South Street, Boston, MA 02111.
FINANCIAL INFORMATION
Audited financial statements for the Funds, which include the portfolios of investments and report of the independent registered public accounting firm, are hereby incorporated by reference into this document by reference to each Fund's Annual Report dated as of October 31, 2013.
CREDIT RATINGS
The ratings of Standard & Poor's ("S&P"), Moody's Investors Services ("Moody's"), Fitch Investor Services ("Fitch"), represent their opinion as to the quality of debt securities. It should be emphasized, however, that ratings are general and not absolute standards of quality, and debt securities with the same maturity, interest rate and rating may have different yields while debt securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to purchase by the Funds, an issue of debt securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Funds. The adviser will consider such an event in determining whether the Fund involved should continue to hold the obligation.
The following is a description of the ratings given by S&P, Fitch, and Moody's to corporate and municipal bonds and corporate and municipal commercial paper and variable rate demand obligations.
Corporate Bonds
S&P
S&P rates the long-term debt obligations issued by various entities in categories ranging from "AAA" to "D," according to quality, as described below. The first four ratings denote investment-grade securities. The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
AAA - This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.
AA - Debt rated AA is considered to have a very strong capacity to pay interest and repay principal and differs from AAA issues only in a small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than for those in higher-rated categories.
BB - Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments.
B - Debt rated B has greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.
CCC - Debt CCC is currently vulnerable and is dependent upon favorable business, financial, and economic conditions to meet timely interest and principal payments.
CC - Debt rated CC is currently highly vulnerable to nonpayment. Debt rated CC is subordinate to senior debt rated CCC.
C - Debt rated C is currently highly vulnerable to nonpayment. Debt rated C is subordinate to senior debt rated CCC-. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. Debt rated C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
D - Debt rated D is currently in default, where payment of interest and/or repayment of principal is in arrears.
Moody's
Moody's rates the long-term debt obligations issued by various entities in categories ranging from "Aaa" to "C," according to quality, as described below. The first four denote investment-grade securities.
Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk, and interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, such bonds comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to be considered upper to medium investment-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.
Baa - Bonds rated Baa are considered medium-grade (and still investment-grade) obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Ba - Bonds rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not as well safeguarded during both good times and bad times over the future. Uncertainty of position characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa - Bonds rated Caa are of poor standing. Issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca - Bonds rated Ca are speculative in a high degree. Such bonds are often in default or have other marked shortcomings.
C - Bonds rated C are the lowest rated class of bonds. Such bonds can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Moody's applies numerical modifiers (1, 2 and 3) to rating categories. The modifier 1 indicates that the bond being rated ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower end of its generic rating category. With regard to municipal bonds, those bonds in the Aa, A and Baa groups which Moody's believes possess the strongest investment attributes are designated by the symbols Aal, A1 or Baal, respectively.
Fitch
National Long-Term Credit Ratings. A special identifier for the country concerned will be added at the end of all national ratings. For illustrative purposes, (xxx) has been used, below.
AAA(xxx) - 'AAA' national ratings denote the highest rating assigned in its national rating scale for that country. This rating is assigned to the "best" credit risk relative to all other issuers or issues in the same country and will normally be assigned to all financial commitments issued or guaranteed by the sovereign state.
AA(xxx) - 'AA' national ratings denote a very strong credit risk relative to other issuers or issues in the same country. The credit risk inherent in these financial commitments differs only slightly from the country's highest rated issuers or issues.
A(xxx) - 'A' national ratings denote a strong credit risk relative to other issuers or issues in the same country. However, changes in circumstances or economic conditions may affect the capacity for timely repayment of these financial commitments to a greater degree than for financial commitments denoted by a higher rated category.
BBB(xxx) - 'BBB' national ratings denote an adequate credit risk relative to other issuers or issues in the same country. However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment.
BB(xxx) - 'BB' national ratings denote a fairly weak credit risk relative to other issuers or issues in the same country. Within the context of the country, payment of these financial commitments is uncertain to dome degree and capacity for timely repayment remains more vulnerable to adverse economic change over time.
B(xxx) - 'B' national ratings denote a significantly weak credit risk relative to other issuers or issues in the same country. Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payment is contingent upon a sustained, favorable business and economic environment.
CCC(xxx), CC(xxx), C(xxx) - These categories of national ratings denote an extremely weak credit risk relative to other issuers or issues in the same country. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.
DDD(xxx), DD(xxx), D(xxx) - These categories of national ratings are assigned to entities or financial commitments which are currently in default.
Short-Term Issue Credit Ratings (including Commercial Paper)
S&P:
A-1 - Debt rated A-1 is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2 - Debt rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3 - Debt rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B - Debt rated B is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
C - Debt rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D - Debt rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Moody's:
Prime-1: Issuers rated Prime-1 have a superior ability for repayment of senior short-term debt obligations.
Prime-2: Issuers rated Prime-2 have a strong ability to repay senior short-term debt obligations, but earnings trends, while sound, will be subject to more variation.
Prime-3: Issuers rated Prime-3 have acceptable credit quality and an adequate capacity for timely payment of shortterm deposit obligations.
Not Prime: Issuers rated Not Prime have questionable to poor credit quality and an uncertain capacity for timely payment of short-term deposit obligations.
Fitch
National Short -Term Credit Ratings. A special identifier for the country concerned will be added at the end of all national ratings. For illustrative purposes, (xxx) has been used, below.
F1(xxx) - Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Under their national rating scale, this rating is assigned to the"best" credit risk relative to all others in the same country and is normally assigned to all financial commitments issued or guaranteed by the sovereign state. Where the credit risk is particularly strong , a "+" is added to the assigned rating.
F2(xxx) - Indicates a satisfactory capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, the margin of safety is not as great as in the case of the higher ratings.
F3(xxx) - Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.
B(xxx) - Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Such capacity is highly susceptible to near-term adverse changes in financial and economic conditions.
C(xxx) - Indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Capacity or meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
D(xxx) - Indicates actual or imminent payment default.
Note to National Short-Term ratings: In certain countries, regulators have established credit rating scales, to be used within their domestic markets, using specific nomenclature. In these countries, our National Short-Term Ratings definitions for F1+(xxx), F1(xxx), F2(xxx) and F3(xxx) may be substituted by those regulatory scales, e.g. A1+, A1, A2 and A3.
Variable Rate Demand Obligations
S&P:
SP-1 - Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 - Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 - Speculative capacity to pay principal and interest.
Moody's:
VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
WELLS FARGO FUNDS TRUST
FILE NOS. 333-74295; 811-09253
Item 28. Exhibits
Unless otherwise indicated, each of the Exhibits listed below is filed herewith.
Item 29. Persons Controlled by or Under Common Control with Registrant.
Registrant believes that no person is controlled by or under common control with Registrant.
Item 30. Indemnification.
Article IX of the Registrant's Declaration of Trust limits the liability and, in certain instances, provides for mandatory indemnification of the Registrant's Trustees, officers, employees, agents and holders of beneficial interests in the Trust. In addition, the Trustees are empowered under Article III, Section 1(t) of the Registrant's Declaration of Trust to obtain such insurance policies as they deem necessary.
Item 31. Business and Other Connections of the Investment Adviser.
(a) Effective March 1, 2001, Wells Fargo Funds Management, LLC ("Funds Management") assumed investment advisory responsibilities for each of the Funds. For providing these services, Funds Management is entitled to receive fees at the same annual rates as were applicable under the advisory contract with Wells Fargo Bank, N.A. ("Wells Fargo Bank"). Funds Management, an indirect, wholly owned subsidiary of Wells Fargo & Company, was created to succeed to the mutual fund advisory responsibilities of Wells Fargo Bank in early 2001.
To the knowledge of Registrant, none of the directors or officers of Funds Management is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature, except that they also hold various positions with and engage in business for Wells Fargo Bank.
(b) Global Index Advisors, Inc. ("GIA"), serves as a sub-adviser to various Funds of Wells Fargo Funds Trust (the "Trust"). The descriptions of GIA in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of GIA is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(c) Wells Capital Management Incorporated ("Wells Capital Management"), a wholly owned subsidiary of Wells Fargo Bank, serves as sub-adviser to various Funds of the Trust. The descriptions of Wells Capital Management in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Wells Capital Management is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(d) Schroder Investment Management North America Inc. ("Schroder"), serves as sub-adviser to various funds of the Trust. The descriptions of Schroder in Parts A and B of the Registration Statement are incorporated by reference herein. Schroder Capital Management International Limited ("Schroder Ltd.") is a United Kingdom affiliate of Schroder which provides investment management services to international clients located principally in the United States. Schroder Ltd. and Schroder p.l.c. are located at 31 Gresham St., London ECZV 7QA, United Kingdom. To the knowledge of the Registrant, none of the directors or officers of Schroder is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(e) Allianz Global Investors U.S. LLC ("Allianz") (formerly RCM Capital Management, LLC), serves as sub-adviser for various funds of the Trust. The descriptions of Allianz in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Allianz is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(f) LSV Asset Management ("LSV") serves as sub-adviser to various funds of the Trust. The descriptions of LSV in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of LSV is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(g) Cooke & Bieler, L.P. ("Cooke & Bieler") serves as sub-adviser for various funds of the Trust. The descriptions of Cooke & Bieler in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Cooke & Bieler is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(h) Artisan Partners Limited Partnership ("Artisan") serves as sub-adviser for various funds of the Trust. The descriptions of Artisan in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Artisan is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(i) Phocas Financial Corporation ("Phocas") serves as sub-adviser for various funds of the Trust. The descriptions of Phocas in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Phocas is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(j) First International Advisors, LLC an indirect wholly-owned subsidiary of Wells Fargo & Company, serves as sub-adviser for various funds of the Trust. The descriptions of First International Advisors in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of the sub-adviser is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(k) Metropolitan West Capital Management, LLC ("MWCM") an indirect subsidiary of Wells Fargo & Company, serves as sub-adviser various funds of the Trust. The descriptions of MWCM in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of MWCM is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(l) Golden Capital Management, LLC ("Golden") an indirect wholly-owned subsidiary of Wells Fargo & Company, serves as sub-adviser for various funds of the Trust. The descriptions of Golden in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Golden is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(m) Crow Point Partners, LLC ("Crow Point") serves as sub-adviser for various funds of the Trust. The descriptions of Crow Point in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Crow Point is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(n) Wells Capital Management Singapore, a separately identifiable division of Wells Fargo Bank, N.A., serves as sub-adviser for various funds of the Trust. The descriptions of Wells Capital Management Singapore in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Wells Capital Management Singapore is or has been at any time during the last two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature.
(o) The Rock Creek Group, LP ("Rock Creek") serves as sub-adviser for various funds of the Trust. The descriptions of Rock Creek in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Rock Creek is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(p) Chilton Investment Company, LLC ("Chilton Investment Company") serves as sub-adviser for various funds of the Trust. The descriptions of Chilton Investment Company in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Chilton Investment Company is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(q) Mellon Capital Management Corporation ("Mellon Capital") serves as sub-adviser for various funds of the Trust. The descriptions of Mellon Capital in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Mellon Capital is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(r) Passport Capital, LLC ("Passport Capital") serves as sub-adviser for various funds of the Trust. The descriptions of Passport Capital in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Passport Capital is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(s) River Canyon Fund Management LLC ("River Canyon") serves as sub-adviser for various funds of the Trust. The descriptions of River Canyon in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of River Canyon is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(t) Sirios Capital Management, L.P. ("Sirios") serves as sub-adviser for various funds of the Trust. The descriptions of Sirios in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Sirios is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
(u) Wellington Management Company, LLP ("Wellington Management") serves as sub-adviser for various funds of the Trust. The descriptions of Wellington Management in Parts A and B of the Registration Statement are incorporated by reference herein. To the knowledge of the Registrant, none of the directors or officers of Wellington Management is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation, or employment of a substantial nature.
Item 32. Principal Underwriter.
(a) Wells Fargo Funds Distributor, LLC, distributor for the Registrant, also acts as principal underwriter for Wells Fargo Variable Trust, and is the exclusive placement agent for Wells Fargo Master Trust, both of which are registered open-end management investment companies.
(b) The following table provides information for each director and officer of Wells Fargo Funds Distributor, LLC.
Name |
Positions and Offices with Underwriter |
Positions and Offices with Fund |
Karla M. Rabusch
|
Chairman of the Board |
President |
Wayne Badorf
|
Director, President |
None |
A. Erdem Cimen
|
Director, Financial Operations Officer (FINOP) |
None |
Samuel H. Hom
|
Anti-Money Laundering Compliance Officer |
Anti-Money Laundering Compliance Officer |
Andrew Owen
|
Director |
Assistant Secretary |
Debra Ann Early
|
Chief Compliance Officer |
Chief Compliance Officer |
Michael H. Koonce
|
Secretary |
None |
(c) Not applicable.
Item 33. Location of Accounts and Records.
(a) The Registrant maintains accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder (collectively, "Records") at the offices of Wells Fargo Funds Management, LLC, 525 Market Street, 12th Floor, San Francisco, CA 94105.
(b) Wells Fargo Funds Management, LLC maintains all Records relating to its services as investment adviser and administrator at 525 Market Street, 12th Floor, San Francisco, CA 94105.
(c) Boston Financial Data Services, Inc. maintains all Records relating to its services as transfer agent at Two Heritage Drive, Quincy, Massachusetts 02171.
(d) Global Index Advisors, Inc. maintains all Records relating to their services as sub-adviser at 29 North Park Square NE, Suite 201, Marietta, GA 30060.
(e) Wells Fargo Funds Distributor, LLC maintains all Records relating to its services as distributor at 525 Market Street, 12th Floor, San Francisco, CA 94105.
(f) Wells Fargo Bank, N.A. (formerly Wells Fargo Bank Minnesota, N.A.) maintains all Records relating to its services as former custodian at 6th & Marquette, Minneapolis, MN 55479-0040.
(g) Wells Capital Management Incorporated maintains all Records relating to its services as investment sub-adviser at 525 Market Street, 10th Floor, San Francisco, CA 94105.
(h) Schroder Investment Management North America Inc. maintains all Records relating to its services as investment sub-adviser at 875 Third Avenue, 22nd Floor, New York, New York 10022.
(i) Allianz Global Investors U.S. LLC (formerly RCM Capital Management, LLC) maintains all Records relating to its services as investment sub-adviser at 555 Mission Street Suite 1700, San Francisco, CA 94105.
(j) LSV Asset Management maintains all Records relating to its services as investment sub-adviser at One North Wacker Drive, Suite 4000, Chicago, Illinois 60606.
(k) Cooke & Bieler, L.P. maintains all Records relating to its services as investment sub-adviser at 1700 Market Street, Philadelphia, PA 19103.
(l) Artisan Partners Limited Partnership maintains all Records relating to its services as investment sub-adviser at 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
(m) Phocas Financial Corporation maintains all Records relating to its services as investment sub-adviser at 980 Atlantic Avenue, Suite 106, Alameda, California 94501.
(n) First International Advisors, LLC maintains all Records relating to its services as investment sub-adviser at One Plantation Place, 30 Fenchurch, London, England, EC3M 3BD.
(o) Metropolitan West Capital Management, LLC maintains all Records relating to its services as investment sub-adviser at 610 Newport Center Drive, Suite 1000, Newport Beach, CA 92660.
(p) Golden Capital Management, LLC maintains all Records relating to its services as investment sub-adviser at 5 Resource Square, Suite 150, 10715 David Taylor Drive, Charlotte, North Carolina 28262.
(q) Crow Point Partners, LLC maintains all Records relating to its services as investment sub-adviser at 10 The New Driftway, Scituate, Massachusetts 02066.
(r) Wells Fargo Bank, N.A. d/b/a Wells Capital Management Singapore maintains all Records relating to its services as investment sub-adviser at 26/F, 80 Raffles Place, 20/21, UOB Plaza, Singapore 048624.
(s) Rock Creek maintains all Records relating to its services as investment sub-adviser at 1133 Connecticut Ave., N.W., Suite 810, Washington, DC 20036.
(t) Chilton Investment Company maintains all Records relating to its services as investment sub-adviser at 1290 East Main Street, Stamford, CT, 06902.
(u) Mellon Capital maintains all Records relating to its services as investment sub-adviser at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.
(v) Passport Capital maintains all Records relating to its services as investment sub-adviser at One Market Street, San Francisco, CA 94105.
(w) River Canyon maintains all Records relating to its services as investment sub-adviser at 2000 Avenue of the Stars, Los Angeles, CA 90067.
(x) Sirios maintains all Records relating to its services as investment sub-adviser at One International Place, Boston, MA 02110.
(y) Wellington Management maintains all Records relating to its services as investment sub-adviser at 280 Congress Street, Boston, MA 02210.
(z) State Street Bank and Trust Company maintains all Records relating to its services as custodian and fund accountant at 2 Avenue de Lafayette, Boston, Massachusetts 02111.
Item 34. Management Services.
Other than as set forth under the captions "Organization and Management of the Funds" in the Prospectuses constituting Part A of this Registration Statement and "Management" in the Statement of Additional Information constituting Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-1A, pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of San Francisco, State of California on the 25th day of February, 2014.
WELLS FARGO FUNDS TRUST
By: /s/ C. David Messman
--------------------
C. David Messman
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 335 to its Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date indicated:
/s/ Peter G. Gordon
|
/s/ Isaiah Harris, Jr.
|
/s/ Judith M. Johnson
|
/s/ David F. Larcker
|
/s/ Olivia S. Mitchell
|
/s/ Timothy J. Penny
|
/s/ Donald C. Willeke
|
/s/ Michael S. Scofield
|
/s/ Leroy J. Keith, Jr.
|
/s/ Karla M. Rabusch
|
/s/ Nancy Wiser
|
|
*By: /s/ C. David Messman
C. David Messman
As Attorney-in-Fact
February 25, 2014
Exhibit No. |
Exhibits |
(e) |
Distribution Agreement with Wells Fargo Funds Distributor, LLC |
(h)(3) |
Shareholder Servicing Plan |
(h)(4) |
Administrative and Shareholder Servicing Agreement, Form of Agreement |
(i) |
Legal Opinion |
(j)(A) |
Consent of Independent Auditors |
(m) |
Distribution Plan |
(p)(7) |
Cooke & Bieler, L.P. Code of Ethics |
(p)(15) |
The Rock Creek Group, LP Code of Ethics |
(p)(22) |
Pine River Capital Management L.P. Code of Ethics |
Administrative and Shareholder Services Agreement
Wells Fargo Funds Management, LLC (“WFFM”) and Wells Fargo Funds Distributor, LLC (“WFFD”) serve as the investment adviser and the principal underwriter for the Wells Fargo Advantage Funds (the “Funds”), respectively. WFFM and WFFD shall together be referred to as “Wells Fargo”. Wells Fargo and _______________________________ (“Company”) hereby agree that Company will provide shareholder services and may provide sub-accounting, record-keeping, and other administrative services with respect to Company’s clients (“Clients”) that own shares (“Shares”) of the Funds, subject to the terms of this Administrative and Shareholder Services Agreement (“Agreement”), which shall be dated and effective as of ______________.
SECTION 1. TERMS AND CONDITIONS APPLICABLE TO THE SERVICING OF THE FUNDS
a. Orders
(i) Company agrees to make available Shares of the Funds (including classes thereof) only at the public offering price described in the then-current Prospectus and Statement of Additional Information (including any supplements, stickers or amendments thereto) relating to the applicable Fund (or, as appropriate, class thereof), as filed with the U.S. Securities and Exchange Commission (“SEC”) (collectively, the “Prospectus”). All orders shall be effected in accordance with Prospectus.
(ii) Company agrees that it is acting as principal for Company’s own account or as agent on behalf of Company’s Clients in all transactions in Shares, and not as agent, representative, or partner of Wells Fargo or any of the Funds.
(iii) In the case of any redemption of Shares, Wells Fargo or the applicable Fund shall pay to Company, and Company will pay as redemption proceeds to Clients the net asset value, minus any applicable redemption fee or contingent deferred sales charge (“CDSC”), determined after receipt of the order as discussed in the Prospectus. Company agrees not to repurchase any Shares from its Clients at a price other than that next determined by a Fund for redemption ( i.e. , at the net asset value of such Shares, less any applicable redemption fee or contingent deferred sales charge), in accordance with the Fund’s Prospectus.
(iv) If payment for Shares purchased by Company for a Client is not received by WFFD within the time customary or the time required by law for such payment, Company shall forfeit its right to any compensation with respect to such order, and WFFD reserves the right, without notice, to cancel the purchase order, or, at its option to present the Shares purchased back to the Fund for redemption, in which case WFFD may hold Company responsible for any loss, including loss of profit, suffered by WFFD or the Fund resulting from Company’s failure to make payment. All orders are subject to acceptance by WFFD in its sole discretion.
(v) Company may place orders through the National Securities Clearing Corporation (“NSCC”) in accordance with Schedule A provided, however, that Company is a member of NSCC and agrees to be governed by applicable NSCC rules and procedures.
b. Duties of Company
(i) Company agrees to perform the services outlined in Schedule B1. If Company serves as a sub-transfer agent, Company will also perform the sub-accounting and recordkeeping services outlined in Schedule B2. Company shall not provide distribution services primarily intended to result in the sale of Shares, unless Company is a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), a “bank” as defined in the Securities Exchange Act of 1934 or otherwise exempt from registration as a broker-dealer.
(ii) Company agrees to maintain records of all purchases and sales of Shares made through Company to the extent required by applicable law, rule or regulation and to furnish Wells Fargo with copies of such records upon request. Additionally, Company agrees to provide Wells Fargo and the Funds with any shareholder information requested pursuant to Schedule C.
(iii) Company agrees to date and time stamp all orders for the purchase or sale of Shares received by Company, and to promptly forward such orders to Wells Fargo in time for processing at the public offering price next determined after receipt of such orders by Company, in each case as described in the applicable Prospectus. Company represents that it has procedures in place reasonably designed to ensure that orders received by Company are handled in a manner consistent with Rule 22c-1 under the Investment Company Act of 1940, as amended, and any SEC staff positions or interpretations issued thereunder. Company agrees to furnish proof of such date and time stamped orders to Wells Fargo when reasonably requested.
(iv) Company agrees that it shall assume responsibility for any loss to the Fund caused by a correction to any order placed by Company or any ineligible “as of” trades that are made subsequent to the trade date for the order, to the extent such order correction or as of trades were not caused by any negligence of Wells Fargo. Company further agrees that it will immediately pay such loss to the Fund upon notification.
(v) Company agrees that all expenses incurred by it in connection with its performance under this Agreement will be borne by Company.
(vi) Company agrees to inform its Clients of applicable sales charge discount opportunities and to inquire about other qualifying holdings that might entitle its Clients to receive such discounts. Wells Fargo and the Funds have no obligation whatsoever to ensure that Company is appropriately seeking or applying such discounts.
(vii) Company will, upon request, provide Wells Fargo with information about each Client that beneficially owns more than five percent of a Fund’s then-outstanding Shares.
c. Company Compensation
(i) Company compensation, if any, on sales of Shares will be as provided in the Prospectus. Company agrees that each Fund may, without prior notice, suspend or eliminate the payment of any compensation, by amendment, sticker or supplement to the then-current Prospectus for such Fund. Wells Fargo shall have no obligation to pay any compensation to Company for the sale of Shares of a Fund until Wells Fargo receives the related compensation from the Fund, and Wells Fargo’s liability to Company for such payments is limited solely to the related compensation that Wells Fargo receives from such Fund.
(ii) Company may be entitled to receive ongoing shareholder servicing fees to the extent provided in the applicable Prospectus. To the extent Wells Fargo waives any payments payable to Wells Fargo under a shareholder servicing plan, the amounts payable to Company will be reduced accordingly. Company acknowledges that service fees may be discontinued or reduced at any time by Wells Fargo and/or the Funds. In determining the amount payable to Company hereunder, Wells Fargo reserves the right to exclude any assets which it determines are attributable to sales not made in accordance with the terms of the Prospectus and provisions of this Agreement.
(iii) Company may be entitled to receive additional compensation from Wells Fargo as described in Schedules B2 and D hereof.
(iv) Wells Fargo reserves the right not to pay any compensation more than six (6) months in arrears in respect of purchases, accounts and/or assets that were not timely identified as eligible for compensation pursuant to this Agreement.
(v) Compensation shall be payable monthly, provided that Company shall not be entitled to compensation in any month that the total consideration payable to Company under this Agreement does not exceed $100.
d. Pricing Errors
Adjustments and/or payments shall be made to each account consistent with the Funds’ net asset value error correction policies in the event of any error in the determination of the price of Shares. Wells Fargo shall not, nor shall any Fund, be responsible for payment of any costs of reprocessing account holdings or values or costs of reprocessing individual Client transactions arising out of a pricing error.
SECTION 2. COMPANY REPRESENTATIONS AND WARRANTIES
a. In addition to the representations and warranties found elsewhere in this Agreement, Company represents and warrants that:
(i) It is empowered under applicable laws and by Company’s organizational documents to enter into this Agreement and perform all activities and services of Company provided for herein and that there are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters affecting Company’s ability to perform under this Agreement.
(ii) It has, and will maintain during the term of this Agreement, appropriate blanket bond insurance policies covering any and all acts of Company’s partners, directors, officers, employees, and agents adequate to reasonably protect and indemnify Wells Fargo, the Funds and their respective employees, officers and directors against any loss which they may suffer or incur, directly or indirectly, as a result of any act or omission by Company or Company’s partners, directors, officers, employees and agents.
(iii) It will be bound by and comply with all applicable federal and state laws and all rules and regulations promulgated thereunder generally affecting the sale or distribution of mutual fund shares or classes of such shares and will adopt, implement and maintain during the term of this Agreement such policies, procedures and internal controls as are necessary to ensure compliance therewith.
(iv) It will comply with the applicable terms of the then-current Prospectus.
(v) Neither it nor any of its partners, directors, officers, employees, and agents is authorized to give any information or make any representations concerning Shares of any Fund except those contained in the Fund’s Prospectus or in materials provided by Wells Fargo.
(vi) It will only use sales literature, sales bulletins and advertising relating to the Funds that are supplied by Wells Fargo, or are approved in writing by Wells Fargo in advance of their use. Such approval may be withdrawn by Wells Fargo in whole or in part upon notice to Company, and Company shall, upon receipt of such notice, immediately discontinue the use of such sales literature, sales bulletins and advertising. Company is not authorized to modify or translate any such materials without Wells Fargo’s prior written consent.
(vii) It is a “financial institution” as defined in 31 U.S.C. 5312(a)(2) or (c)(1) and is regulated by a “Federal functional regulator” as defined in 31 CFR §103.120(a)(2).
b. If any of the representations or warranties set forth in this Section 2 at any time ceases to be true, Company shall promptly notify Wells Fargo of this fact. Such notice shall be provided in accordance with Section 9.
SECTION 3. ANTI-MONEY LAUNDERING RESPONSIBILITY
a. Company represents and warrants that it is in compliance and will continue to be in compliance with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and implementing regulations of the Bank Secrecy Act and applicable guidance issued by the SEC and the guidance and rules of the applicable exchange and FINRA. Company agrees to immediately notify in writing the Anti-Money Laundering Compliance Officer of WFFD, and shall provide pertinent Client information as permitted by Section 314(b) of the USA PATRIOT Act, if it becomes aware of any suspicious activity, pattern of activity or any activity that may require further review to determine whether it is suspicious in connection with the Funds.
b. Company will take all reasonable and practicable steps to ensure that it does not accept or maintain investments in any Fund, directly or indirectly from a person or entity (A) who is subject to sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), (B) is included in any executive order or is on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, or (C) whose name appears on such other lists of prohibited persons and entities as may be mandated by applicable U.S. law or regulation. If Company becomes aware that it is holding property in which a Client subject to a sanctions regime has a beneficial interest, Company will take all appropriate steps to block such beneficial interest and report it to OFAC to the extent and in the manner required by applicable law.
SECTION 4. PRIVACY
Company agrees that it will adopt and implement procedures to comply with the Gramm-Leach-Bliley Act and all other federal and state laws and regulations governing the privacy and security of customer information, including SEC Regulation S-P. The most current version of the Funds’ privacy policy may be obtained at www.wellsfargoadvantagefunds.com.
SECTION 5. RIGHT TO AUDIT AND ACCESS
Upon reasonable request and notice to Company, Wells Fargo will be permitted to audit Company information, controls and procedures designed to fulfill its duties and responsibilities under this Agreement and/or granted reasonable access to Company’s personnel and records to allow Wells Fargo to assess the quality and nature of services provided by Company and verify amounts payable or owed, under this Agreement. Wells Fargo and its representatives must comply with all reasonable security and confidentiality procedures established by Company. Company will, upon request, provide Wells Fargo with a third party audit report to demonstrate testing of Company’s operational controls (e.g. SSAE-16, SOC-1, FICCA, etc.).
SECTION 6. INDEMNIFICATION
a. Neither Wells Fargo nor Company shall be liable to the other except for (1) acts or failure to act which constitute willful misconduct, bad faith or negligence and (2) obligations expressly assumed under this Agreement. In addition, Company agrees to indemnify, defend and hold Wells Fargo, the Funds and their respective employees, officers and directors harmless from any claim, damage, loss or expense on account of acts or failure to act which constitute willful misconduct, bad faith or negligence by Company or Company’s partners, directors, officers, employees or agents in connection with the discharge of Company’s responsibilities under this Agreement or breach of any of its representations or warranties contained in this Agreement. If such claims are asserted, the indemnitee(s) shall have the right to manage their own defense, including the selection and engagement of legal counsel, and all costs of such defense shall be borne by Company.
b. Wells Fargo agrees to comply with all laws and regulations applicable to the offer and sale of Shares of the Funds and will indemnify and hold Company and its employees, officers, and directors harmless from any claim, damage, loss or expense on account of acts or failure to act which constitute willful misconduct, bad faith or negligence by Wells Fargo, its representatives, agents or sub-agents in connection with this Agreement or any misrepresentation contained in the Prospectus or sales literature, sales bulletins and advertising supplied by Wells Fargo.
c. Company agrees to notify Wells Fargo, within a reasonable time, of any claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Company or its partners, affiliates, officers, directors, employees or agents.
SECTION 7. TERMINATION; AMENDMENT
a. Either party may terminate the Agreement effective immediately upon delivery of written notice to the other party. This Agreement will terminate automatically in the event of its assignment, except for an assignment by Wells Fargo to an entity controlling,
controlled by or under common control with the assignor (an “affiliate assignment”). In the event of an affiliate assignment, the assignee shall automatically be bound by all of the provisions of this Agreement.
b. Any provision of this Agreement may be amended by Wells Fargo at any time upon written notice to Company. This Agreement supersedes and cancels any prior agreement with respect to the sales of Shares of any of the Funds.
SECTION 8. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California, without reference to choice-of-law principles thereof.
SECTION 9. NOTICES
Unless otherwise agreed to by both parties, all notices under this Agreement will be given in writing to Wells Fargo at its offices, located at:
Wells Fargo Funds Distributor, LLC
Attn: Contracts & Agreements
100 Heritage Reserve
Menomonee Falls, WI 53051
All notices to Company shall be given or sent to Company at Company’s address shown below.
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*****
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first written above.
Wells Fargo Funds Management, LLC Wells Fargo Funds Distributor, LLC
_____________________________________ _____________________________________
Erdem Cimen, Senior Vice President Wayne Badorf, President
Company :
By
Name:
Title:
Date:
Address:
Telephone: (_______)______________________
Facsimile: (_______)______________________
TAX ID #: ______________________________
SCHEDULE A
OPERATING PROCEDURES
WFFD understands and agrees that orders for purchases and redemptions pursuant to this Agreement may be placed by use of the NSCC-Fund/SERV system. The procedures to be followed by Company are as set forth below. In the event of a discrepancy between the terms of a Fund’s Prospectus and this Schedule A, the particular Fund’s Prospectus will govern. Unless otherwise defined below, all capitalized terms have the meanings specified in the Agreement of which this Schedule is a part.
Procedures for Transactions Conducted via NSCC-Fund/SERV :
(a) On each day that the New York Stock Exchange (“NYSE”) is open for trading (“Business Day”), Company represents and warrants that all orders for the purchase, exchange or redemption of Fund shares transmitted to Fund/SERV for processing on or as of a given Business Day (“Day 1”) shall have been received by Company prior to the regular close of trading on the NYSE (the “Cutoff Time”) on Day 1. Such orders shall receive the share price next calculated following the Cutoff Time on Day 1. Company represents and warrants that orders received by Company after the Cutoff Time on Day 1 shall be treated by Company and transmitted to Fund/SERV as if received on the next Business Day (“Day 2”). Such orders shall receive the share price next calculated following the Cutoff Time on Day 2. Company represents that it has systems in place reasonably designed to prevent orders received after the Cutoff Time on Day 1 from being executed with orders received before the Cutoff Time on Day 1.
(b) By 6:00 p.m. Eastern Time on each Business Day, Company will use its best efforts to notify WFFD, either verbally or by electronic mail, of purchases and redemptions of $1,000,000 or more for each Fund.
(c) On each Business Day on which Company receives instructions prior to the Cutoff Time, Company shall transmit to WFFD via the NSCC Fund/SERV system purchase and redemption instructions for all Clients of Company. Company further agrees to utilize NSCC DCC&S cycles for eligible trades only. WFFD reserves the right to reverse any trades sent in DCC&S that are not eligible for DCC&S processing. Costs associated with these trade reversals will be borne by Company. In situations where Company is unable to transmit these trades on trade date due to system malfunctions, Company may call in the instructions by no later than 9:00 a.m. Eastern Time on the Business Day following the trade date for such orders; such instructions will still be effected at the net asset value for the previous Business Day on an “as of” basis. These “as-of” trades will require a medallion guaranteed letter of indemnity to be sent to the Funds’ Transfer Agent, via facsimile no later than 9:30 a.m. Eastern Time. In such cases, Company agrees to reimburse each Fund for any loss incurred by that Fund or dilution caused to that Fund promptly upon demand. If Company utilizes the extension permitted by this paragraph more than twice in any three month period, WFFD reserves the right to terminate this Agreement and revoke the trading arrangements described herein.
(d) The Fund reserves the right, in its sole discretion, to reject, reverse or reprice the orders (notwithstanding the fact that Company may have received Fund/SERV confirmation of the orders) and Company will be responsible for reimbursement of any loss sustained by the Fund that may arise out of the improper transmittal of such orders.
(e) Company shall segregate purchase instructions by sales charge discount category consistent with the terms of the Funds’ Prospectus. In applying sales charges, Company shall take into account other assets eligible for linking pursuant to rights of accumulation, concurrent purchases, aggregating accounts and letters of intent, each as described in the Funds’ Prospectus. In the case of redemption instructions, Company shall disburse or credit to Clients all proceeds of redemptions of Shares of each Fund and all dividends and other distributions not reinvested in Shares of each Fund net of any applicable CDSCs.
(f) Where Company is performing the services in Schedule B2, Company shall perform all applicable CDSC tracking, collection, and reporting ( e.g., Distributor Liability Reports) and provide that information to Wells Fargo on a monthly basis.
SCHEDULE B1
SHAREHOLDER SERVICES
Company acknowledges that the Funds have adopted shareholder servicing arrangements for various classes of their Shares, as described in the then-current Prospectus. Company agrees to perform the following shareholder services, consistent with the arrangements adopted for particular classes of Shares. By Company’s acceptance of any payments for shareholder services, Company represents that it is providing to Clients such services, and any other assistance as may from time to time be reasonably requested by Wells Fargo. Such services include, but are not limited to:
1 Establish and maintain accounts relating to Clients that invest in Shares,
2
Answer Client inquiries regarding account status and history, and the manner in which purchases, exchanges and redemptions of Shares may be effected;
3
Assist Clients in designating and changing dividend options (as available), account designations and addresses;
4
Process and verify purchase, redemption and exchange transactions;
5
Process and verify the wiring or other transfer of funds to and from Client accounts in connection with Client orders to purchase or redeem Shares;
6
Provide necessary personnel and facilities to establish and maintain Client accounts and records and respond to questions with respect to the Funds; and
7
Provide such other shareholder liaison or related services as the Funds or a Client may reasonably request.
SCHEDULE B2
SUB-TRANSFER AGENCY SERVICES
Company agrees to perform the following sub-transfer agent services. Payment for such services shall be made by WFFM or an affiliate in amounts outlined on Schedule D, if any. By Company’s acceptance of any payments for sub-transfer agency services, Company represents that it is providing to Clients such services, and any other assistance as may from time to time be reasonably requested by Wells Fargo. Such services include, but are not limited to:
1 Prepare and transmit to each Client periodic statements as required by law;
2
Prepare and issue trade confirmations;
3
Forward or cause to be forwarded to Clients the Fund Prospectuses, periodic financial reports, proxy materials and other Fund communications required by applicable law;
4 Reconcile all Client transactions in each Client Account (including purchases, redemptions, exchanges and reinvestments of dividends and capital gains distributions);
5 Review all Account information provided to it or made available by Wells Fargo and immediately notify Wells Fargo in writing of any discrepancies between the records it maintains and the balances in an Account;
6 Establish one or more master or omnibus accounts per share class per Fund registered in Company or plan name as nominee;
7 Receive and aggregate, where applicable, instructions from Clients and enter trades/exchanges through Fund/SERV, where applicable;
8 Perform the following functions:
calculate and apply front-end sales charges pursuant to the then current Prospectus;
remit all redemption fees, if applicable, to WFFD on a monthly basis;
remit all CDSCs to WFFD;
transmit all CDSC lot and cost basis information to the Fund or contra-broker in relation to transfers;
remit all applicable underwriter fees to WFFD; calculate and disburse income dividends and capital gains distributions to Client and record reinvestment of dividends and distributions in shares of the Funds for each Client based on information provided from the Fund;
prepare, file and transmit tax reports and returns as required by applicable law;
withhold and remit taxes on dividends and distributions;
enter trades through Fund/SERV, where applicable; and
maintain comprehensive individual Client records in accordance with applicable law;
9 Maintain records to include:
redemption fees and CDSCs assessed;
each purchase, redemption and exchange of Fund shares (including the date, time, share price and lot history for each transaction);
reinvested dividends, distributions, capital gains and return of capital;
share balances;
name and address of each Client; and
such other information as mutually agreed upon by the parties and to prepare certain reports; and
10 Apply exchange, market timing and other frequent trading restrictions set forth in the Funds’ then-current Prospectuses and SAIs and provide reasonable assistance to the Fund, to the extent feasible, with any other reasonable Fund instructions relating to exchanges, market timing and frequent trading that are communicated to Company.
SCHEDULE C
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
Company agrees that it will comply with any restrictions and limitations on exchanges described in each Fund Prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions ( i.e. , market timing). To that end, Company agrees to provide Wells Fargo and the Funds, upon written request, the taxpayer identification number (the “TIN”), if known, of any or all shareholder(s) of the Funds held through an account with Company and the amount, date, name or other identifier of any investment professional(s) associated with the shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account with Company during the period covered by the request.
1. Agreement to Provide Information. Company agrees (i) to provide Wells Fargo, promptly upon request, the TIN, if known (or in the case of non-U.S. shareholders, if the TIN is unavailable, the International TIN or other government issued identifier), of any or all shareholder(s) that purchased, redeemed, transferred or exchanged shares through an account with Company, and the amounts and dates of such purchases, redemptions, transfers, and exchanges, in each case during the period covered by the request, and (ii) to use its best efforts to determine, promptly upon request, whether any shareholder identified in information provided pursuant to the foregoing clause (i) is itself a “financial intermediary” as defined in Rule 22c-2 (“indirect intermediary”).
a. Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which identification and transaction information is sought.
b. Form and Timing of Response. Company agrees to transmit the requested information to Wells Fargo and the Funds promptly, but in any event not later than five (5) business days, after receipt of a request. To the extent practicable, the format for any transaction information provided to Wells Fargo and the Funds should be consistent with the NSCC Standardized Data Reporting Format.
c. Limitations on Use of Information. Wells Fargo agrees not to use the information received for marketing or any other similar purpose without the prior written consent of Company.
2. Agreement to Restrict Trading. Company agrees to execute written instructions from Wells Fargo to restrict or prohibit future purchases or exchanges of shares through Company’s account, by a shareholder that has been identified by Wells Fargo as having engaged in transactions in Shares that violate policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds. With respect to each indirect intermediary holding Shares through Company’s account, Company agrees to, upon further request by Wells Fargo, (i) provide (or arrange to have provided) the identification and transaction information set forth in clause (i) of paragraph 1 above regarding shareholders who hold accounts with any such indirect intermediary, or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, shares issued by the Funds.
a. Form of Instructions. Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the shareholder(s) or account(s) or other agreed-upon information to which the instruction relates.
b. Timing of Response. Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by Company.
c. Confirmation by Company. Company must provide written confirmation to Wells Fargo that instructions have been executed. Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
3. Definitions. For purposes of this Schedule C, the term “shareholder” means: (i) an indirect intermediary that holds accounts with Company; (ii) the beneficial owner of Shares of a Fund, whether the Shares are held directly or by Company in nominee name; (iii) a retirement plan participant that directs that his or her plan account be invested in a Fund, notwithstanding that the plan may be deemed to be the beneficial owner of the Fund shares; and (iv) the holder of interests in a variable annuity or variable life insurance contract issued by Company to the extent Company invests the proceeds from the sale of such contract in a Fund. The term “written” includes electronic writings and facsimile transmissions.
SCHEDULE D
ADDITIONAL COMPENSATION FROM WELLS FARGO
To the extent that Company is entitled to receive consideration from Wells Fargo in excess of the standard shareholder servicing fee payments described in each Fund’s then-current Prospectus(es), Company shall be responsible for submitting a monthly statement reflecting the estimated amount payable to Company for such monthly payment. The Company agrees that WFFM shall be responsible for any amount in excess of the standard shareholder servicing fee or in excess of the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. and that the Funds shall have no responsibility to pay such fees. The actual amount payable as calculated by Wells Fargo ordinarily will be paid to Company within 15 days of month end.
Wells Fargo and Company hereby agree that Company shall be entitled to receive additional compensation equal to the following rates:
_______________________________________
_______________________________________
_______________________________________
The compensation shall be payable monthly, provided that WFFD and/or WFFM shall not be required to pay Company in any month that the total consideration payable to Company under this Agreement does not exceed $100.
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of February 20, 2014, 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 (“WFFD”). Absent written notification to the contrary by either the Trust or WFFD, 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.
WHEREAS this Distribution Agreement amends and replaces the agreement dated April 8, 2005 previously entered into by and between the parties;
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Trust desires to retain WFFD as the exclusive distributor of the units of beneficial interest in all classes of shares (“Shares”) of the Funds, and WFFD is willing to render such services; and
WHEREAS, WFFD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Services as Distributor .
1.1 WFFD will act as agent for the distribution of Shares in accordance with any instructions of the Trust’s Board of Trustees and with the Trust’s registration statement then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed.
1.2 WFFD agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. WFFD agrees to offer and sell Shares at the applicable public offering price or net asset value next determined after an order is received. The Trust understands that WFFD is and may in the future be the distributor of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Funds. The Trust further understands that existing and future investors in the Funds may invest in shares of such other portfolios. The Trust agrees that WFFD’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.
1.3 WFFD shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature. WFFD shall be responsible for reviewing and providing advice on all sales literature ( e.g ., advertisements, brochures and shareholder communications) with respect to each of the Funds, and shall file with FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations. In addition, WFFD will provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Funds.
1.4 In connection with all matters relating to this Agreement, WFFD agrees to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal and state laws, rules and regulations.
1.5 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales.
1.6 The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take, or cause to be taken, all actions that may be reasonably necessary in connection with the qualification of Shares for sale in such states as the Trust directs and in such states as WFFD may recommend to the Trust which the Trust approves, and the Trust shall pay all fees and other expenses incurred in connection with such qualification.
1.7 The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Funds and Shares as WFFD may reasonably request and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish WFFD upon request with: (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to each Fund, and (b) from time to time such additional information regarding the Funds’ financial condition as WFFD may reasonably request.
1.8 WFFD may be reimbursed for all or a portion of the expenses described above and/or compensated for the services rendered hereunder, to the extent permitted by a distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the “Plan”). No provision of this Agreement shall be deemed to prohibit any payments by a Fund to WFFD or by a Fund or WFFD to broker-dealers through whom Shares of the Fund are sold where such payments are made under the Plan. In addition, WFFD shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and reallow a portion thereof) as specified in the Trust’s registration statement and the Trust shall pay to WFFD the proceeds from any contingent deferred sales charge imposed on the redemption of Shares as specified in the Trust’s registration statement.
1.9 WFFD shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by WFFD, if any.
1.10 WFFD shall enter into third-party written agreements with broker-dealers, based substantially on the form of Dealer Agreement attached as Appendix C to the Distribution Plan as may be approved by the Board of Trustees from time to time. WFFD also may enter into such agreements based on such additional forms of agreement as it deems appropriate, provided that WFFD determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such broker-dealer under any such third-party agreement do not exceed their responsibility or liability under the form(s) approved by the Board of Trustees, and provided further that WFFD determines that the overall terms of any such third-party agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board of Trustees. In entering into and performing under such agreements, WFFD shall act as principal and not as agent for the Trust or any Fund. A broker-dealer that executes a Dealer Agreement may also be entitled to receive a shareholder servicing fee, pursuant to a Fund’s shareholder servicing plan. Such shareholder servicing fee will be payable by the Fund through Wells Fargo Funds Management, LLC in its capacity as a servicing agent under the Plan.
2. Representations and Undertakings .
2.1 The Trust represents to WFFD that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.
2.2 The Trust represents and warrants to WFFD that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes WFFD and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.
2.3 No Shares shall be offered by either WFFD or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust.
2.4 The Trust agrees to advise WFFD as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.
3. Indemnification .
3.1 The Trust agrees to indemnify, defend and hold WFFD, its several officers and directors, and any person who controls WFFD within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which WFFD, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or necessary to make any statement in such documents not misleading; provided , however , that the Trust’s agreement to indemnify WFFD, its officers and directors, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by WFFD or any affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify WFFD, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which WFFD, its officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of WFFD’s, its officer’s or director’s, or any such controlling person’s duties, or by reason of WFFD’s, its officer’s or director’s, or any such controlling person’s reckless disregard of its obligations and duties under this Agreement.
3.2 WFFD agrees to indemnify, defend and hold the Trust, its several officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by WFFD or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished by WFFD or any affiliate thereof to the Trust or its counsel required to be stated in such answers or necessary to make such information not misleading or (b) any alleged willful misfeasance, bad faith or negligence in the performance of WFFD’s obligations and duties under the Agreement or by reason of its alleged reckless disregard thereof.
4. Confidentiality .
WFFD agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Funds and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where WFFD may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.
In accordance with Regulation S-P, WFFD and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust or any Fund regarding any shareholder; provided, however, that WFFD and its affiliates may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to WFFD and its affiliates, or as may be permitted by law. WFFD agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.
5. Anti-Money Laundering Program .
WFFD represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency, and will promptly remedy any material deficiency of which it learns.
6. Limitations of Liability .
Except as provided in paragraph 3.2, WFFD shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.
7. Term .
This Agreement shall become effective on the date of its execution and, unless sooner terminated as provided herein, shall continue in effect for a period of two years from the date written above. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (i) the Trust’s Board of Trustees, or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by the majority of the Trust’s Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is not assignable and is terminable with respect to a Fund, without penalty, on not less than sixty (60) days’ written notice, by the Trust’s Board of Trustees, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Fund, or by WFFD. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).
8. Release.
The names “Wells Fargo Funds Trust” and “Trustees of Wells Fargo Funds Trust” refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the enforcement of any claims against the Trust.
9. Miscellaneous .
9.1 No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
9.2 This Agreement shall be governed by the laws of the State of Delaware.
10. Notices .
Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be Wells Fargo Funds Trust, 525 Market Street, 12 th Floor, San Francisco, California 94105, Attention: Secretary, and that of WFFD shall be Wells Fargo Funds Distributor, LLC, 525 Market Street, 12 th Floor, San Francisco, California 94105, Attention: Secretary.
11. Counterparts .
This Agreement may be executed in any manner of counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
WELLS FARGO FUNDS TRUST
on behalf of the Funds
By:
Name: C. David Messman
Title: Secretary
WELLS FARGO FUNDS DISTRIBUTOR, LLC
By:
Name: Wayne Badorf
Title: President
SCHEDULE I
DISTRIBUTION AGREEMENT
WELLS FARGO FUNDS TRUST
100% Treasury Money Market Fund
Absolute Return Fund
Adjustable Rate Government Fund
Asia Pacific Fund
Asset Allocation Fund
C&B Large Cap Value Fund
C&B Mid Cap Value Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
California Municipal Money Market Fund
Capital Growth Fund
Cash Investment Money Market Fund
Colorado Tax-Free Fund
Common Stock Fund
Conservative Income Fund
Core Bond Fund
Disciplined U.S. Core Fund
Discovery Fund
Diversified Capital Builder Fund
Diversified Equity Fund
Diversified Income Builder Fund
Diversified International Fund
Dow Jones Target 2010 Fund
Dow Jones Target 2015 Fund
Dow Jones Target 2020 Fund
Dow Jones Target 2025 Fund
Dow Jones Target 2030 Fund
Dow Jones Target 2035 Fund
Dow Jones Target 2040 Fund
Dow Jones Target 2045 Fund
Dow Jones Target 2050 Fund
Dow Jones Target Date 2055 Fund
Dow Jones Target Today Fund
Emerging Growth Fund
Emerging Markets Equity Fund
Emerging Markets Equity Income Fund
Emerging Markets Equity Select Fund
Emerging Markets Local Bond Fund
Endeavor Select Fund
Enterprise Fund
Global Opportunities Fund
Government Money Market Fund
Government Securities Fund
Growth Fund
Growth Balanced Fund
Heritage Money Market Fund
High Income Fund
High Yield Bond Fund
High Yield Municipal Bond Fund
Income Plus Fund
Index Asset Allocation Fund
Index Fund
Inflation-Protected Bond Fund
Intermediate Tax/AMT-Free Fund
International Bond Fund
International Equity Fund
International Value Fund
Intrinsic Small Cap Value Fund
Intrinsic Value Fund
Intrinsic World Equity Fund
Large Cap Core Fund
Large Cap Growth Fund
Large Company Value Fund
Managed Account CoreBuilder Shares Series M
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
Municipal Money Market Fund
National Tax-Free Money Market Fund
North Carolina Tax-Free Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Opportunities Fund
Small Cap Value Fund
Small Company Growth Fund
Small Company Value Fund
Small/Mid Cap Value Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Specialized Technology Fund
Strategic Municipal Bond Fund
Strategic Income Fund
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
Utility and Telecommunications Fund
WealthBuilder Conservative Allocation Portfolio
WealthBuilder Equity Portfolio
WealthBuilder Growth Allocation Portfolio
WealthBuilder Growth Balanced Portfolio
WealthBuilder Moderate Balanced Portfolio
WealthBuilder Tactical Equity Portfolio
Wisconsin Tax-Free Fund
Approved: February 20, 2014
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
Wells Fargo Funds Trust
We consent to the use of our reports dated November 25, 2013, with respect to the financial statements of Wells Fargo Advantage Emerging Markets Local Bond Fund, Wells Fargo Advantage International Bond Fund, and Wells Fargo Advantage Strategic Income Fund
(collectively referred to as the Wells Fargo Advantage Income Funds), three of the funds comprising the Wells Fargo Funds Trust, as of October 31, 2013, incorporated herein by reference and to the reference to our firm under the captions “Financial Highlights” in the Prospectuses and “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the Statement of Additional Information.
/s/ KPMG
Boston, Massachusetts
February 25, 2014
[WELLS FARGO ADVANTAGE FUNDS LETTERHEAD]
February 25, 2014
Wells Fargo Funds Trust
525 Market Street
San Francisco, California 94105
Re: Shares of Beneficial Interest of
Wells Fargo Funds Trust
Ladies/Gentlemen:
I am Senior Counsel of Wells Fargo Funds Management, LLC (the "Company"), adviser and administrator to the Wells Fargo Advantage Funds . I have acted as Counsel to the Company in connection with the issuance and sale of shares by the Wells Fargo Advantage Funds.
I refer to the Registration Statement on Form N-1A (SEC File Nos. 333-74295 and 811-09253) (the "Registration Statement") of Wells Fargo Funds Trust relating to the registration of an indefinite number of shares of beneficial interest in the Trust (collectively, the "Shares").
I have been requested by the Trust to furnish this opinion as Exhibit (i) to the Registration Statement.
Based upon and subject to the foregoing, I am of the opinion that:
(a) The issuance and sale of the Shares of the Funds by the Trust has been duly and validly authorized by all appropriate action of the Trust, and assuming delivery by sale or in accord with the Trust's dividend reinvestment plan in accordance with the description set forth in the Funds' current prospectuses under the Securities Act of 1933, as amended, the Shares will be legally issued, fully paid and nonassessable by the Trust.
(b) Pursuant to paragraph (b)(4) of Rule 485 under the Securities Act of 1933 (the "Rule"), as amended, the Registration Statement does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of the Rule.
I consent to the inclusion of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Devin Sullivan
Devin Sullivan
Senior Counsel
Wells Fargo Funds Management, LLC
THE ROCK CREEK GROUP, LP
CODE OF ETHICS
February 2014
TABLE OF CONTENTS
Page
4......... Duty to Provide Suitable Investment Advice............................................. 2
III....... GENERAL REQUIREMENTS FOR ACCESS PERSONS............................................. 4
A........ Securities of Certain Issuers in Which Access Persons Have Interests................... 4
B........ Special Requirements for Private Investments, New Issues, and Other Investments 5
2......... Initial and Annual Disclosure of Personal Holdings................................... 8
5......... Giving of Non-Cash Gifts to Clients and Investors.................................. 12
8......... Giving Non-Cash Gifts to Unions, Trustees or Representatives............... 13
V........ COMPLIANCE COMMITTEE RESPONSIBILITIES.................................................. 17
3......... Examples of Material Nonpublic Information........................................... 19
C........ COMPLIANCE PROCEDURES REGARDING INSIDER TRADING.......... 21
2......... Restricting Access to Material Nonpublic Information............................. 21
3......... Use of Consultants and Investment Contacts........................................... 22
Exhibits
Exhibit A – Trade Authorization Request Form
Exhibit B – New Hire and Annual Disclosure of Personal Securities Holdings
Exhibit C – Quarterly Disclosure of Personal Securities Transactions and New Covered Accounts
Exhibit D – Disclosure of Corporate/Nonprofit Directorships
Exhibit E – Acknowledgment of Receipt of Code of Ethics and Compliance Manual
Exhibit F – Annual Certification of Compliance
Exhibit G – Supplemental Quarterly Certification
This Code of Ethics and Insider Trading Policy (“ Code ”) (together with the Rock Creek Compliance Manual, “ Manual ”), sets forth fiduciary principles and guidelines applicable to all employees (including temporary and contract employees) of The Rock Creek Group, LLC, The Rock Creek Group, LP, and their affiliated entities (collectively the entities are referred to as “ Rock Creek ” or the “ Firm ” and the employees are referred to as “ Rock Creek personnel ” or “ Firm personnel ”). The Manual provides procedures designed to comply with the requirements of Rule 206(4)–7 under the Advisers Act and Rule 17j-1 of the Investment Company Act, which require each registered investment adviser to adopt and implement written policies and procedures and a written code of ethics reasonably designed to prevent violations of the Advisers Act and Investment Company Act, respectively, by the adviser or any of its employees.
Rock Creek personnel must retain the Manual in an accessible place and incorporate any updates and revisions that may be distributed from time to time. Appropriate disciplinary action will be taken for failure to comply with the requirements of the Manual and the applicable federal and state securities laws and regulations.
Capitalized terms used but not defined herein shall have the meanings set forth in the Rock Creek Compliance Manual.
Rock Creek’s fiduciary relationship with its Clients (as defined in the Compliance Manual) imposes a series of general duties on Rock Creek personnel, discussed below. Rock Creek personnel will comply with these general duties as well as with the specific policies and procedures in this Code of Ethics and the Rock Creek Compliance Manual.
In general, Rock Creek personnel should not engage in any activity that conflicts with the interests of the Clients. To help avoid any potential conflicts and ensure compliance with any applicable legal and regulatory requirements, this Code of Ethics sets forth guidelines and restrictions for personal securities trading. If any individual has any doubt regarding the propriety of any investment — personal or otherwise — he or she should not proceed with the investment and may consult with the CCO regarding the application of such guidelines and restrictions. Technical compliance with the Code’s procedures will not automatically insulate from scrutiny any trades that indicate an abuse of fiduciary duty. At all times, Rock Creek personnel will:
The following is a list of defined terms used in this Code of Ethics and the Rock Creek Compliance Manual:
A Covered Account does not include any account over which the Access Person does not have any direct or indirect influence or control.
The term “Security or Securities” does not include direct obligations of the U.S. government, money market instruments ( e.g. , bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments), shares of money market funds, shares of mutual funds (unless Rock Creek or an affiliate acts as the sub-adviser, investment adviser, or principal underwriter for the fund), interests in 529 Plans (where the investment adviser or its control affiliate does not manage, distribute, market, or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan) and units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.
Access Persons must not engage in any Securities Transactions that involve a conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. The following rules and restrictions will apply to such Securities Transactions of Access Persons and Covered Accounts.
From time to time, potential conflicts of interest may arise if Access Persons are offered “special” opportunities to participate in private placements or new issues for their personal benefit as a result of their position or relationship with Rock Creek or a Client. In addition, potential conflicts of interest, such as front running, may arise if Access Persons purchase Securities (as defined in II.E. above) as well as financial instruments that are carved out of the statutory definition of “Securities” under the Code of Ethics rule based on non-public information obtained as a result of their position or relationship with Rock Creek or a Client. Such participation may raise the question whether the opportunity should have been offered to the Clients and whether it was inappropriately offered to the Access Person. It is Rock Creek’s policy that the interests of the Clients always come first and that no Access Person may be favored over a Client in determining allocations of investment opportunities.
In connection with board or other activities for Portfolio Funds or companies in which Portfolio Funds invest, Access Persons may be granted options in the securities of such companies. Any such options should be contributed to the appropriate Rock Creek Clients. They may not be retained by the Access Person.
Certain transactions that Rock Creek engages may prohibit Rock Creek personnel from trading in certain securities for a specified time period (for either business or legal reasons). These securities will be included in the Restricted List or subject to a Blackout Period.
A security will be designated as “restricted” if Rock Creek has access to material non-public information about the security or its issuer. Such securities will appear on a Restricted List maintained by the CCO. An Access Person may not engage in trading activity in his or her Covered Account with respect to a security while it is on the Restricted List, except with the prior approval of the CCO. In the absence of such approval, trading in securities on the Restricted List is prohibited and any orders placed but not yet executed in respect of such security must be cancelled. Restrictions with regard to securities on the Restricted List extend to options, rights, warrants and other derivative instruments relating to those securities, any equivalent security, and any securities convertible into those securities. The Restricted List will be uploaded and maintained on the Firm’s electronic personal trading platform. Any potential personal trade will be cross checked against the Restricted List, which may be done electronically or in such other manner as the Compliance Committee determines. The Restricted List will be available upon request.
The Firm also will impose blackout periods (“ Blackout Periods ”), applicable to each Access Person, which will prohibit trading in a Covered Account in securities traded on behalf of any Client account where Rock Creek (i) purchases individual securities directly; or (ii) has access to transaction information on a 48-hour or less delay measured from execution (including securities traded by another sub-adviser to a Registered Fund). Such Blackout Periods will apply to the 48 hours prior to and after each trade is executed. Any potential personal trade will be cross-checked against securities subject to the Blackout Period electronically. The CCO may require any prohibited orders placed during a Blackout Period but not yet executed to be cancelled. The CCO also may require any prohibited transactions occurring during a Blackout Period to be unwound. The Access Person bears the risk of any resulting losses.
In the event an Access Person, at the commencement of their employment, is the Beneficial Owner of a Security that is subject to a blackout period or on the Restricted List, the Access Person must continue to hold such Security until receiving prior approval from the CCO to sell that Security, using the Trade Authorization Request Form attached as Exhibit A.
Any violation of this Section III.B.3 may be grounds for immediate dismissal.
In general, Access Persons must submit the Trade Authorization Request Form (attached as Exhibit A ) (or such other form as the CCO will designate) electronically and obtain prior approval before directly or indirectly acquiring Beneficial Ownership in any new issue (“ IPO ”); in any private placement, including private placements of limited partnership interests ( e.g., hedge funds); in emerging market securities (other than broad index-based ETFs and mutual funds); any security on the Restricted Securities List as maintained by the CCO (see next paragraph about securities on the Restricted List); or any security subject to a Blackout Period. Authorization granted for trades through this prior approval process will be valid through the end of the next business day following receipt of such authorization.
Securities on the Restricted List or Subject to a Blackout Period
Prior to engaging in a transaction to buy or sell and Security in a Covered Account, each Access Person is required to enter information regarding the proposed transaction into Firm’s the electronic personal trading software. A request for a transaction involving Securities on the Restricted List or subject to a Blackout Period at the time of the proposed transaction will be automatically denied.
If a proposed trade is automatically denied because it involves a Security on the Restricted List, then the denied trade can be escalated for review by completing the Trade Authorization Request Form. Approvals will be granted only under extraordinary circumstances and when (i) such transaction will not present a risk of harm to a Rock Creek Client; and (ii) the Access Person does not have material non-public information about such securities or the issuer of such securities; and (iii) the Access Person does not intend to engage in front running.
If a proposed trade is automatically denied as being subject to the Blackout Period, the Access Person must abide by this decision unless such person wants to escalate the request for review by completing the Trade Authorization Request Form. Approvals will be granted only under extraordinary circumstances and when (i) such transaction will not present a risk of harm to a Rock Creek Client; and (ii) the Access Person does not have material non-public information about such Securities or the issuer of such Securities; (iii) the Access Person does not intend to engage in front running; (iv) and the Access Person demonstrates financial hardship as a result of the trading restriction.
IPOs
With respect to each new issue subject to the prior approval requirement, the request for the transaction must be reviewed carefully by the CCO and approved in writing. Approval will be granted, provided that (i) the investment opportunity has been considered first for investment on behalf of a Client or is not a suitable investment for any Client; and (ii) the investment opportunity has not been made available to an Access Person by virtue of his or her position with Rock Creek or with a Client.
Private Placements
With respect to each private placement transaction, the request for the transaction must be reviewed carefully by the CCO and approved in writing. Approval will be granted, provided that (i) the investment opportunity has been considered first for investment on behalf of a Client or is not a suitable investment for any Client; (ii) the investment opportunity has not been made available to an Access Person by virtue of his or her position with Rock Creek or with a Client and (iii) the Access Person does not have material non-public information about the hedge fund manager.
With respect to private placements, Access Persons should complete the Consent Request Private Fund form.
Emerging Market Securities (other than broad index-based emerging market ETFs and mutual funds)
Similarly, with respect to each emerging market securities transaction subject to the prior approval requirement, the request for the transaction must be reviewed carefully by the CCO and approved in writing. Approval will be granted, provided that (i) the emerging market ETF/mutual fund in question is of reasonable size and liquidity such that the transaction would not, in the judgment of the CCO or the Compliance Committee, hinder a Client’s ability to effect a transaction with respect to the ETF/mutual fund and (ii) the Access Person does not have material non-public information about the ETF/mutual fund and/or its publicly traded securities and does not intend to engage in front running.
With respect to emerging market securities (other than broad index-based emerging market ETFs and mutual funds), Access Persons should complete the Trade Authorization Request Form (Emerging Market ETF Specific) form. Note: the prior approval requirement does apply to emerging market regional and single country ETFs.
All positions in Covered Accounts (whether or not they are subject to prior approval requirement) must be held for a minimum period of 30 calendar days. Access Persons are prohibited from closing a position in a Covered Account within 30 calendar days of the date the position was established and purchasing, selling or entering into a Derivative (including an option contract) that expires in less than 30 calendar days. With respect to option exercises, the option holding period may be tacked on to meet the minimum holding period requirement. The trade date of each purchase and sale will be the date used to determine when that position was established.
A position may be liquidated within 30 calendar days of the date the position was established if the subsequent liquidating transaction will result in a financial loss equal to, or greater than, 5% of the cost basis to establish the position (excluding commission costs and fees). Permission may be granted to liquidate a position before the end of the 30-calendar day holding period if the Access Person may be subject to financial hardship if required to maintain the position. Hardship cases will require separate approval from the CCO. The requirements of this section do not apply to the accounts of Access Persons’ immediate family members.
The Firm requires Access Persons to maintain Covered Accounts at one or more designated broker-dealer firms. A list of designated brokers is maintained by the CCO. Each Access Person will arrange for such designated brokers to send duplicate copies of all initial holdings, trade confirmations and all monthly account statements relating to personal holdings directly to Rock Creek’s third-party personal trading service provider via the Firm’s electronic personal trading platform or to the CCO.
Under limited circumstances, the CCO may approve the use of a broker-dealer that is not included on the list of designated brokers. Such approval will only be granted where the Access Person requesting the use of another broker-dealer arranges for its holdings, trade confirmations, and all monthly account statements to be sent to the third-party personal trading service provider.
Each Access Person will have 30 days from the commencement of employment in which to transfer accounts and comply with this provision.
Within 10 days of the commencement of employment, Access Persons are required to submit information on all Securities held in Covered Accounts, including private securities holdings, e.g., hedge funds (other than RCG Fund securities), using the New Hire and Annual Disclosure of Personal Securities Holdings form ( Exhibit B ). In addition, Access Persons must submit the New Hire and Annual Disclosure of Personal Holdings form annually by January 31. The information reported must be current as of 45 days or less of the date the report is submitted.
All Access Persons must submit quarterly reports to the CCO of all Securities Transactions in his or her Covered Accounts using the Quarterly Disclosure of Personal Securities Transactions and New Covered Accounts form ( Exhibit C ). The report must be provided no later than 30 days after the end of each calendar quarter in which a Securities Transaction has occurred in the Covered Account. Access Persons will satisfy this obligation by directing their brokers to supply duplicate copies of quarterly account statements electronically for Covered Accounts to the CCO. In lieu of submitting the quarterly report electronically, under limited circumstances, Access Persons may direct their brokers to supply duplicate copies of quarterly account statements for Covered Accounts to the CCO. Four quarterly statements will cover all Securities Transactions required to be reported. All statements must be provided no later than thirty (30) days after the end of each calendar quarter. The CCO will review the quarterly statements for questionable trades and trading patterns and, for those Access Persons with access to Client’s individual securities holdings, for improper investments in those securities.
For securities transactions in a Covered Account that are not effected through a broker or dealer (for example, purchases or sales of limited partnership interests), Access Persons are required to provide the CCO with a record of the transaction including the title and amount of the security, date and nature of the transaction ( e.g., purchase or sale), price, and, if the transaction was effected with or through a bank, and the name of the bank. This record must be provided no later than 30 days after the end of the calendar quarter in which the transaction was effected. (See also Section III.B.4 above regarding prior approval for participation in, among other things, private placements, IPOs, certain emerging market securities, and securities on the Restricted List).
Additionally, all Access Persons must disclose any new Covered Accounts that were established during the past calendar quarter in the Quarterly Disclosure of Personal Securities Transactions and New Covered Accounts form.
Access Persons must obtain prior authorization from the CCO before serving on the board of directors of any company that is a “for profit” organization, and must disclose any service on the board of directors of any entity, including a not-for-profit organization. Prior authorization may be requested by submitting to the CCO a completed Disclosure of Corporate/Nonprofit Directorships form, which is attached to this Code as Exhibit D . Authorization will be based upon a determination that the board service would not be inconsistent with the interests of Rock Creek or its Clients, and is consistent with the provisions of the Code and the Rock Creek Compliance Manual.
The Firm discourages its employees from holding a second job, but outside employment may be allowed in some cases. The Firm does not allow an employee to engage in outside work that:
Access Persons must obtain prior written authorization from the CCO before accepting outside employment.
Access Persons may not acquire or derive personal gain or profit from any business opportunity or investment that comes to their attention as a result of affiliation with the Firm without first disclosing all relevant facts pertaining to the opportunity to the CCO and formally offering such opportunity or investment to the Firm in writing.
This section describes policies and procedures designed to ensure that Rock Creek employees are not unduly influenced by the receipt of gifts or other inducements and do not attempt to improperly influence current or potential clients, investors, vendors or service providers with gifts or other inducements. For purposes of this section, the term “gift” includes money, services, travel, entertainment, hospitality, and products, including, gifts related to national holidays or other similar circumstances.
Accepting gifts is improper when it would compromise, or could reasonably be viewed as compromising, an employee’s ability to make objective and fair business decisions that are in the best interests of Rock Creek’s clients or investors. Similarly, providing gifts may be improper when the gift appears to be an attempt to secure business through improper means or to gain a special unfair advantage in a business relationship. Finally, an employee that purchases products or services ( e.g. , office supplies, technology-related products, or brokerage or investment management services) for Rock Creek or its clients may not use that position to benefit him or herself.
Compliance with these policies is an important condition of employment with Rock Creek. Violations are extremely serious and may result in severe sanctions, which may include reduction of salary, loss of bonus, termination of employment for cause, or for certain violations, criminal sanctions. Accordingly, these policies should be interpreted broadly and any questions should be directed to the employee’s supervisor and the Compliance Committee. If an employee wishes to request an exception to these policies, he or she must obtain the prior written approval of the CCO.
No Rock Creek employee may solicit directly or indirectly any gift from a current or potential client, investor, vendor, or service provider.
Rock Creek employees may never give to, nor accept for themselves or for their friends and/or family, cash or cash equivalents ( e.g. , gift cards or gift certificates) from current or potential clients, investors, or persons who provide goods or services to Rock Creek directly or indirectly (including underlying funds and their investment managers).
Rock Creek employees may not accept personal compensation from anyone for speaking or consulting engagements without the prior approval of the CCO. When seeking such prior approval, the Rock Creek employee bears the obligation to provide the CCO with sufficient information to determine and evaluate potential conflicts of interest.
Except as described in this sub-section, employees may receive gifts up to $100 in the aggregate per year from any current or potential client, investor, vendor or service provider. If gifts given to a Rock Creek employee are of an extraordinary or extravagant nature, the employee should immediately contact the CCO for guidance.
Nominal Gifts . Rock Creek employees may accept gifts of merely nominal value, which may include usual and customary promotional items, such as calendars, holiday gifts, restaurant guides, hats, pens, or other items marked with a company’s logo without counting them toward the $100 limit.
Gifts from Issuers . Access Persons may not accept gifts from issuers (including private investment companies) with a value in excess of $100 whose securities they cover, buy, recommend to clients, or consider recommending to clients without the prior written approval of the CCO.
Business Meals . Rock Creek employees may accept business meals from current or potential clients, investors, Portfolio Funds, vendors, and service providers without counting them toward the $100 annual limit if: (i) the meals have a valid business purpose; (ii) a representative of the vendor or service provider is present; and (iii) they are held at appropriate venues consistent with high standards of ethics, integrity, and professional propriety and (iv) the meals are not so frequent or extravagant as to raise any question of impropriety. Business meals have a valid business purpose when they provide an opportunity to discuss legitimate business topics.
Entertainment . Rock Creek employees may attend entertainment events without counting them toward the $100 annual limit if: (i) they have a valid business purpose; (ii) a representative of the client, investor, vendor, or service provider is present; (iii) they are held at appropriate venues consistent with the highest standards of ethics, integrity, and professional propriety; and (iv) they are not so frequent or extravagant as to raise any question of impropriety. Entertainment events have a valid business purpose when they provide an opportunity to discuss legitimate business topics.
Travel Expenses . Except as described in this paragraph, no transportation or lodging expenses may be reimbursed or paid for by any entity other than Rock Creek without prior written approval from the CCO or their designee. An employee may accept transportation and/or lodging if they are: (i) incidental to a business-related event or meeting; and (ii) reasonable under the circumstances. Except as set forth in the preceding sentence, an employee may not accept transportation and/or lodging without the prior approval of the CCO or their designee.
Except as described below, no employee or person associated with Rock Creek (which includes Rock Creek employees) may offer gifts having an aggregate value of more than $100 per year to any current or potential client or investor, or person associated with a current or potential client or investor.
Business Meals . Rock Creek employees may host business meals for current or potential clients or investors without counting them toward the $100 annual limit if: (i) the meals have a valid business purpose; (ii) a Rock Creek employee is present; (iii) they are held at appropriate venues consistent with the highest standards of ethics, integrity, and professional propriety; and (iv) the meals are not so frequent or extravagant as to raise any question of impropriety.
Entertainment . Rock Creek employees may host entertainment events for current and potential clients or investors without counting them toward the $100 annual limit if: (i) they have a valid business purpose; (ii) a Rock Creek employee is present; (iii) they are held at appropriate venues consistent with the highest standards of ethics, integrity, and professional propriety; and (iv) they are not so frequent or extravagant as to raise any question of impropriety.
Travel Expenses . Rock Creek employees may provide to current or potential clients or investors reasonable transportation without counting such transportation toward the $100 annual limit; provided such transportation is in connection with visits to Rock Creek offices or some other valid business purpose, such as to and from meetings, business meals and entertainment events meeting the standards set forth in this Code.
Many state and local governments restrict gratuities to, and entertainment of, representatives of State governments and governmental benefit plans. The rules vary in different jurisdictions; in some instances, the dollar thresholds above which gratuities or entertainment are unlawful may be quite low. Given the foregoing, Rock Creek employees may only give non-cash gifts to representatives of State governments and governmental benefit plans after prior clearance from the CCO.
No Rock Creek employee may give gifts to any person at a securities or financial institution that are so frequent or extravagant as to raise any question of impropriety.
Many unions and Taft-Hartley benefit plans restrict gratuities to, and entertainment of their representatives. Given the foregoing, no Rock Creek employee or person associated with Rock Creek (which includes Rock Creek employees) may entertain or offer or give gifts to any person at unions, union representatives, union trustees of any Taft-Hartley benefit plan or labor relations consultant, including those items permitted under subsection (e) above.
Notwithstanding the above, gifts based on a personal relationship ( e.g. , wedding gifts or gifts for the birth of a child) generally may be given or received without reporting them and without counting them toward any annual limit. Such gifts, however, must be given by an individual in his or her personal capacity and must not be so excessive or extravagant that such a gift would raise questions of impropriety and reasonableness under the circumstances. Further, personal non-cash gifts that are given by a Rock Creek employee to a current or potential client, investor, vendor, or service provider and exceed $300 must be reported to the CCO.
Business relationships must not be influenced by any considerations other than the best interests of Rock Creek and its Clients and investors. Personal interests may never be part of a decision to choose a particular vendor or service provider.
Loans by a Rock Creek employee to a client or investor or by a Client or investor to an employee (except for normal commercial loans or between family members) are prohibited as a matter of firm policy and good business practice.
Rock Creek employees may participate in outside charitable, educational, and other not-for-profit organizations in accordance with the relevant provisions of these procedures governing outside business activities. Further, an employee may ask Rock Creek to make a contribution through a request to his or her supervisor and with the approval of the CCO.
Making frequent or large charitable contributions to organizations where senior representatives of current or potential clients or investors have associations may create the appearance of a “pay to play” relationship, which should be avoided by Rock Creek employees.
Employees are required to disclose charitable donations in the Supplemental Quarterly Disclosure form (see Exhibit G ) except in the following circumstances:
Charitable donations that are less than $500 (in the aggregate to an organization); and;
Charitable donations to one’s religious institution ( e.g ., church, synagogue, mosque, temple, etc.);
Charitable donations to institutions approved by the CCO.
Without limiting the Firm’s rights in the Employee Handbook or in separate employment contracts with its employees, the Firm may dismiss employees who are convicted of certain criminal activities. If an employee is arrested or is under investigation for charges involving dishonesty, breach of trust, or money laundering, the Firm may suspend the person without pay until an investigation is completed.
If you believe that an employee has committed an illegal or dishonest act or an act that causes harm to people or property, you should promptly report it to the CCO. The information you provide will be held in the strictest confidence possible. An employee who knows of an illegal, harmful, or dishonest act but does not report it may be considered an accessory. There will be no retaliation from the Firm or any of its employees against a person who presents in good faith what he or she believes to be evidence of an illegal, harmful, or dishonest act committed by another Rock Creek employee.
All employees, including Access Persons, are subject to Rock Creek’s Political Activity Compliance Policy as set forth in Section XX of the Compliance Manual. Access Persons are encouraged to exercise their responsibility to vote and take an active interest in the issues of their communities. However, Access Persons should not display political symbols, distribute political literature, gather signatures on a petition, or otherwise engage in political activity at Rock Creek’s facilities or functions. Access Persons should not use envelopes or stationery printed with the Firm’s name or address for political correspondence.
Subject to the requirements of Section XX of the Compliance Manual and Rule 204(4)-5 under the Advisers Act, Access Persons are certainly allowed to make contributions to any political candidate or party they choose. However, an employee is not to make any donation or present any personal gift in the name of Rock Creek. Access Persons should not make any direct or indirect political contributions for the purpose of obtaining or retaining Rock Creek’s engagement as an investment adviser to a Government Entity.In addition, Access Persons should not make contributions, directly or indirectly, to any person or Political Action Committee that may influence the selection or retention of an investment adviser by a Government Entity.
Rock Creek employees who become aware of a violation of this Code of Ethics are required to report the violation to the CCO. It is Rock Creek’s policy that any such report will remain confidential and that no adverse action will be taken against any person solely for reporting a violation in good faith. Rock Creek undertakes to create an environment that encourages and protects personnel who report violations.
These general guidelines regarding the use of websites and social networking sites as such use relates to what you post about Rock Creek are designed to protect the privacy, confidentiality, reputation, and interests of Rock Creek and its employees. These guidelines are not meant to infringe upon your personal interaction or commentary online, but rather to help you maintain a respectful, knowledgeable interaction on the Internet. Rock Creek may have an interest in the communications of employees with co-workers, clients, vendors, suppliers, competitors, and the general public on the employees’ own time. Inappropriate communications, even if made on the employees’ own time using their own resources, may be grounds for discipline up to and including immediate termination. Rock Creek encourages all employees to use good judgment when communicating via blogs, online chat rooms, social networking sites, and other electronic and non-electronic forums.
Rock Creek employees should not make reference to Rock Creek or Rock Creek’s business on websites, including but not limited to personal websites and social networking websites ( e.g. , LinkedIn, Facebook, Twitter, and other such sites) without the prior written approval from the CCO. The limited mention of Rock Creek on an employee’s LinkedIn or similar professional profile as his or her current employer, however, is permitted and does not require the prior approval of the CCO. This limited exception is conditioned upon the employee 1) deleting any reference to Rock Creek as their current employer upon the termination of their Rock Creek employment; 2) any such limited use being in compliance with all Rock Creek policies and procedures and employment related agreements; and 3) avoiding any and all use of LinkedIn or any social media or networking sites for purposes of general advertising or solicitation or the promotion of Rock Creek’s funds or business in any manner, which is strictly prohibited . For the avoidance of doubt, specific details and examples describing how the aforementioned policy works is set forth below:
Rock Creek employees will not create or make reference to Rock Creek or its business on social networking websites without prior written approval from the CCO. When mentioning Rock Creek or speaking for Rock Creek, all communications must comply with Rock Creek’s Fund Sales Activities Policy (see Section VI of the Compliance Manual). In addition, such communications should be subject to Rock Creek’s Recordkeeping Policy (see Section XIII of the Compliance Manual), including, but not limited to, maintaining records and the proper disposal of such information. All communications intended to be made by Rock Creek must be pre-approved by the CCO.
All communications that mention Rock Creek or speak on behalf of Rock Creek are subject to Rock Creek’s Supervisory Procedures (See Section II of the Compliance Manual).
Make it clear that the views expressed in social media are yours alone. Do not purport to represent the view of Rock Creek in any fashion.
Be considerate in all actions, such as “liking” or similar action on third-party social media, that may purport to be endorsing or adopting certain information or views.
All communications must comply with Rock Creek’s Insider Trading Policy (see Section III of the Compliance Manual). Do not disclose confidential or proprietary information regarding Rock Creek, your co-workers or Rock Creek’s limited partners, investors, or investments. Use of Rock Creek information, trade secrets, or other sensitive information may subject you to legal action. If you have any doubt about whether it is proper to disclose information, please discuss it with the CCO.
All Rock Creek logos, service marks, and trademarks may only be used with explicit, written permission from the CCO. This is to prevent the appearance that you speak for or represent Rock Creek officially. Further, do not use Rock Creek logos, trademarks, web addresses, email addresses or other symbols in social media.
Speak respectfully about Rock Creek and our current, potential, and prior employees, limited partners, investors, investments and competitors. Be respectful of the privacy and dignity of your co-workers. Do not use or post photos of co-workers without their express consent. Do not engage in name-calling or behavior that will reflect negatively on Rock Creek’s reputation. Note that unfounded or derogatory statements or misrepresentations are not viewed favorably by Rock Creek and can result in disciplinary action up to and including termination.
Rock Creek encourages you to write knowledgeably, accurately, and to be professional. Despite disclaimers, your web interaction can result in the public forming opinions that are not favorable about Rock Creek and its employees, partners, investors and products.
Harassing, obscene, defamatory, threatening, or other offensive content must be avoided. Harassing or discriminatory comments, particularly if made on the basis of gender, race, religion, age, national origin, or other protected characteristics, may be deemed inappropriate even if Rock Creek’s name is not mentioned. If social media communications in any way may adversely affect your relationships at work or violate Rock Creek policy, you may be subject to discipline up to and including immediate termination under various Rock Creek policies.
Recognize that you are legally liable for anything you write or present online. Employees can be disciplined by Rock Creek for commentary, content, or images that are defamatory, pornographic, proprietary, harassing, libelous, or that can create a hostile work environment. You can also be sued by Rock Creek employees, competitors, and any individual or company that views your commentary, content, or images as defamatory, pornographic, proprietary, harassing, libelous or creating a hostile work environment.
Social media and similar communications have the potential to reflect on both you and Rock Creek. We expect that you will show respect for our employees, clients, affiliates and competitors.
As a condition of employment with Rock Creek, each person is required to acknowledge that he or she has read and agrees to comply with this Code of Ethics, the form of which is included as Exhibit E .
In addition, each Rock Creek employee is required at the end of each year to certify that he or she has complied with the Code of Ethics during the year. This certification form is included as Exhibit F .
The CCO and a Compliance Committee, composed of the members identified in the Organizational Chart attached to Rock Creek’s Compliance Manual as Exhibit A, will oversee compliance with this Code and the Compliance Manual. If a matter brought before the CCO or the Compliance Committee involves either the CCO or a member of the Committee, that individual will recuse himself or herself from consideration of the matter.
The Compliance Committee will be responsible for reviewing and approving all material updates to the Code, based on recommendations presented by the CCO or her designee.
Upon learning of a potential violation of the Code of Ethics, the CCO will promptly inform the Compliance Committee.
Rock Creek will maintain, in an accessible place, the following materials:
In keeping abreast with legal and regulatory requirements, Exhibit G (Supplemental Quarterly Certification) will contain any supplemental disclosures that staff must provide to meet compliance requirements, and will be completed by staff on a quarterly basis.
Rock Creek may obtain, in the course of its business, material and nonpublic information pertaining to companies whose securities are publicly or privately traded. It is the policy of Rock Creek that its employees, officers and directors may not: (i) trade securities, either personally or on behalf of others while in possession of material nonpublic information concerning those securities or their issuer, or (ii) communicate material nonpublic information to others in violation of the law — conduct that is commonly called “insider trading.” In every instance, Rock Creek’s Insider Trading Policy should be interpreted broadly to prevent any situation capable of impugning Rock Creek’s reputation for professionalism and integrity. Any questions about any provision of this Policy should be directed to the CCO.
All Rock Creek personnel are expected to conform to the legal and ethical guidelines set forth in this section. Penalties for trading on or communicating material nonpublic information are severe. A person can be subject to some or all of the penalties below, even if he or she does not personally benefit from the violation:
· civil injunctions;
· damages in a civil suit;
· disgorgement of profits;
· jail sentences;
· heavy fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited;
· heavy fines for the employer or other controlling person; and
· prohibition from employment in the securities industry.
The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the purchase or sale of securities while in possession of “material nonpublic information” (also referred to as “inside information”) relating to publicly traded securities. Note that “publicly traded” securities include those traded over-the-counter.
Information generally is material if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or if public dissemination of it is likely to affect the price of a company’s securities. It is irrelevant whether the information is obtained from inside or outside the firm. Information may be material even if it relates to speculative or contingent events. Information that is material to a decision to trade a security is also likely to be material to a decision to trade related derivatives. Material information does not have to relate to a company’s business. For example, in one case, the Supreme Court considered certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security as being material. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not. In some cases, knowledge of a decision, or an impending decision, to buy or sell a security for any client account or to recommend a security can constitute “material” information.
Information is nonpublic until it has been effectively disseminated in a manner making it available to investors and the marketplace generally, such as by means of a press release carried over a major news service, a major news publication, a research report or publication, a public filing made with a regulatory agency, or materials available from public disclosure services. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters, The Wall Street Journal or other publications of general circulation would be considered public.
Material nonpublic information can come from within Rock Creek as well as from persons outside Rock Creek. It may include “tips” received directly or indirectly from corporate insiders whether or not in the context of a client relationship. Information about publicly traded securities that is disclosed to a Rock Creek officer, director or employee because any RCG Fund or client of Rock Creek is a major shareholder of a company generally should be considered material nonpublic information, if the officer, director or employee has reason to believe that the information (a) would not be furnished to other shareholders or analysts who asked for it; (b) was otherwise disclosed improperly or without the authorization of the company; or (c) was provided with an expectation that it would be maintained in confidence.
Examples of information that, depending on the circumstances, may be material and nonpublic include, without limitation:
· undisclosed financial information ( e.g ., company earnings information or estimates, a change in dividend policy, liquidity problems or changed projections, commencement of or developments in major litigation for which reserves might be taken);
· undisclosed operating developments ( e.g. , new products or natural resource discoveries, changes in business operations or extraordinary management developments, large increases or decreases in orders, or potential governmental or regulatory developments);
· undisclosed proposed business activities ( e.g. , mergers, acquisitions, sales or divestitures of substantial assets, restructuring, other market-sensitive transactions involving a company, major investments, refinancing or extraordinary borrowing or even in certain circumstances, the mere retention of an investment bank); and
· undisclosed events or problems that could affect the price of a security.
Trading while in possession of material nonpublic information relating to publicly traded securities — regardless of whether it is for a client account or personal account — is a violation of the federal securities laws, punishable by imprisonment and severe fines. Consequently, in addition to the restrictions on personal securities transactions set forth in the Code of Ethics, Rock Creek personnel are strictly prohibited from (a) trading on the basis of such material nonpublic information; and (b) communicating the information to others with the expectation that they will trade on it. In many jurisdictions, it is not a defense that the person would have effected the same transaction or made the same recommendation even without the information.
Rock Creek personnel may not engage in what is commonly known as “front running” or “scalping”: the buying or selling of securities in a Covered Account, prior to a purchase or sale by an RCG Fund, a Client’s account, or a Portfolio Fund, in order to benefit from any price movement that may be caused by the RCG Fund’s or Portfolio Fund’s transactions. Such conduct would constitute a violation not only of this Insider Trading Policy, but also of Rock Creek’s Code of Ethics.
Rock Creek personnel may not engage in any transactions for the purpose of raising, lowering, or maintaining the price of a security or of creating a false appearance of active trading in a security.
Circulating unsubstantiated rumors with the intent of profiting from the effect of those rumors on market prices may be prosecuted as unlawful manipulative conduct. Rock Creek personnel should not contribute to the circulation of rumors that he or she knows, or has reasonable grounds for believing, is false or misleading and that might reasonably be expected to affect market conditions for publicly traded securities generally or improperly influence the market price of a particular security. Discussion of unsubstantiated information is not prohibited when undertaken for purposes of establishing corroboration or source or if it relates to information published by a widely circulated public medium and its source and unsubstantiated nature are also disclosed. Because Rock Creek seeks to avoid aiding and even the appearance of aiding manipulative rumor schemes by others, Rock Creek personnel should also exercise care in trading on rumors. Before trading, it is appropriate for Rock Creek personnel to evaluate the reliability of the source, what is known about the chain of information, the likelihood of the purported origin of the information, if any, consistency with other industry knowledge, and the availability of corroboration.
Rock Creek personnel are reminded that any material nonpublic information created or obtained by Rock Creek or a RCG Fund for its business purposes is the exclusive property of Rock Creek or the Fund. Employees are prohibited from using such information for their personal use or benefit or for any other purpose.
The following procedures have been established to aid Rock Creek personnel in avoiding insider trading, and to aid Rock Creek in preventing, detecting and punishing insider trading. Rock Creek personnel must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. Individuals with any questions about these procedures should consult the CCO.
Any time a person thinks that he or she may be in possession of material nonpublic information relating to securities, whether publicly traded or not, the person must report the matter immediately to the CCO. It is also the duty of every person to remain constantly alert to possible violations of Rock Creek’s Insider Trading Policy. Therefore, it is expected that anyone who suspects such improper use by any other person will immediately communicate the relevant facts to the CCO.
Information about publicly traded securities in the possession of Rock Creek personnel that is identified as material and nonpublic may not be communicated to anyone, except as authorized by the CCO. Rock Creek personnel should not discuss the affairs of Rock Creek or any of its Funds with, or in the presence of, persons who do not have a need to know. Rock Creek personnel should avoid such discussions in hallways, elevators, taxicabs, trains, subways, airplanes, airports, restaurants, social gatherings, and public places generally. Use of speakerphones should be avoided in circumstances where material nonpublic information may be overheard. Cellular telephones and mobile email should be used with care and circumspection because they are not secure.
Rock Creek personnel should avoid placing confidential documents in office areas where they may be read by persons not authorized to read them. Confidential documents should be stored in locked file cabinets or other secure locations; they should not be left exposed overnight on desks, printers, fax machines, or in workrooms. Confidential databases and other confidential information accessible by computer are maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. Access is determined on a need to know basis according to staff function.
Although Rock Creek does not normally use paid consultants or unpaid investment contacts,the use of paid consultants and unpaid investment contacts should comply with this insider trading policy at all times. Pre-approval by the CCO for the use of paid consultants or investment contacts is required. Rock Creek personnel should never seek material non-public information from consultants or contacts. Rock Creek personnel should not engage in any deception, including misstating your identity or the purpose of the conversations or information. In addition, Rock Creek personnel should never offer a consultant or contact anything of value (cash or non-cash). Rock Creek personnel may never ask questions that would induce the consultant or contact to breach any confidentiality obligations or other fiduciary duties. Rock Creek personnel should be alert for any suggestion that the consultant or contact is expecting the Rock Creek personnel to maintain the information in confidence. Rock Creek personnel should never agree to keep information provided by the consultant or contact confidential. In the event Rock Creek personnel have any belief that they are in possession of material non-public information, the CCO should be consulted immediately.
Exhibit A
Trade Authorization Request Form
Details regarding my request for a private securities investment are as follows:
Please provide location and account number (s)
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Exhibit B
New Hire and Annual Disclosure of Personal Securities Holdings
For year ending December 31, 20__
In accordance with the RCG Code of Ethics, please provide a list of all of your Covered Accounts [as of the most recent month end] [as of December 31 st of the year set forth above]. In the event you have Securities holdings that are not held in the account(s) listed below, then please use the attached Schedule 1 to list such holdings. Schedule 1 should contain information on all Securities held at home, in safe deposit boxes, or by an issuer.
Please provide the following information for each account:
Name of Employee |
Name of Person in whose name account is held (if different) |
Relationship of account name to employee |
Broker-Dealer |
Broker-Dealer Phone Number |
Account Number |
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I certify that I have arranged for duplicate copies of all initial holdings, trade confirmations and all monthly account statements related to the accounts listed above to be sent directly to Rock Creek or its designated third party service provider by _____, 20__. Further I certify that the Securities held in the accounts listed above and on the attached Schedule 1 (if any) constitute all of the Securities holdings that are required to be reported to Rock Creek under the Rock Creek Code of Ethics.
Signature Date
Please do not use this Schedule 1 unless either you have Securities holdings that are not held at an approved Broker-Dealer and included in the monthly accounts statements provided by the Broker-Dealer or such statements do not include any of those applicable items set forth below.
SCHEDULE 1
Security Name |
Type ( e.g ., equities, bonds, ETFs) |
Ticker Symbol or CUSIP |
Quantity |
Price / Principal Amount |
Broker, Dealer, Bank or Custodian |
Account Number |
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Exhibit C
Quarterly Disclosure of Personal Securities Transactions and New Covered Accounts
Personal Securities Transactions
For quarter ending _____________________
In accordance with the RCG Code of Ethics, please provide a list of all of your Covered Accounts [as of the most recent month end] [as of December 31 st of the year set forth above] and confirm that you have arranged for the Broker-Dealer to deliver trade confirmations and all monthly account statements related to these accounts directly to Rock Creek or its designated third party service provider. In the event you have engaged in Securities Transactions (the purchase or sale of Securities, including the writing of an option or purchase or sell a Security) that are not reflected in the confirmations and statements for the account(s) listed below, then please use the attached Schedule 1 to list such transactions. Schedule 1 should contain information on all Securities held at home, in safe deposit boxes, or by an issuer.
Please provide the following information for each account:
Name of Employee |
Name of Person in whose name account is held (if different) |
Relationship of account name to employee |
Broker-Dealer |
Broker-Dealer Phone Number |
Account Number |
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I certify that I have arranged for duplicate copies of all initial holdings, trade confirmations and all monthly account statements related to the accounts listed above to be sent directly to Rock Creek or its designated third party service provider by _____, 20__. Further I certify that the Securities held in the accounts listed above and on the attached Schedule 1 (if any) constitute all of the Securities holdings that are required to be reported to Rock Creek under the Rock Creek Code of Ethics.
Signature Date
Alternate Quarterly Certification
I certify that I have not engaged in any Securities Transactions during the prior quarter.
Signature Date
Name:
New Covered Accounts
For quarter ending ____________________
In accordance with the RCG Code of Ethics, please provide a list of all new Covered Accounts established during the reporting period.
I certify that this form and the attached statements (if any) constitute all of the Securities in my Covered Accounts. I further certify that this form constitutes all of the new Covered Accounts established during the reporting period.
Signature Date
Alternate Quarterly Certification
I certify that I have not opened any new Covered Account during the prior quarter.
Signature
Date
Name:
Please do not use this Schedule 1 unless either you have Securities Transactions that are not provided on the statements provided by your Broker-Dealer or such statements do not include any of those applicable items set forth below.
SCHEDULE 1
Date |
Security Name |
Type ( e.g ., equities, bonds, ETFs) |
Ticker Symbol or CUSIP |
Quantity |
Price / Principal Amount |
Interest Rate & Maturity Date (If Applicable) |
Nature of Transaction ( e.g ., buy/sell) |
Broker, Dealer or Bank Name |
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Exhibit D
Disclosure of Corporate/Nonprofit Directorships
For quarter ending ______________________
In accordance with The Rock Creek Group, LP Code of Ethics, please provide a list of all boards of directors or trustees on which you serve. This list should include directorships for both not-for-profit organizations and for-profit corporations.
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(Attach separate sheet if necessary.)
I certify that this form and the attached statements (if any) disclose all directorships or trusteeships that I presently hold.
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Employee Signature
Name:
Dated: _____________
ALTERNATE CERTIFICATION
The following alternate certification may be completed, as applicable, for any quarter except a quarter ending December 31st:
I certify that the directorships or trusteeships that I presently hold have not changed since I last completed the Disclosure of Corporate/Nonprofit Directorships form.
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Employee Signature
Name:
Dated: _______________
Exhibit E
Acknowledgment of Receipt of Compliance Manual and Code of Ethics
(Last revised __________)
I acknowledge that I have received the Compliance Manual and Code of Ethics of The Rock Creek Group, LP and its affiliated entities.
In accordance with the Code of Ethics, I will fully disclose the Securities holdings and transactions in my Covered Accounts (as defined in the Code of Ethics);
I will read and comply with the Code of Ethics and Compliance Manual in all respects; and
I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code.
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Employee Signature
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Print Name
Dated: _____________
Exhibit F
Annual Certification of Compliance
(Last revised ____________)
I acknowledge that I have received and am familiar with the Compliance Manual and the Code of Ethics of The Rock Creek Group, LP and its affiliated entities (“RCG”).
I certify that during the past year:
Since my date of employment with RCG or the date of execution of my last Annual Certification of Compliance, whichever is later, I have complied fully with all applicable federal and state laws, regulatory and self-regulatory organization requirements and the policies and procedures contained in the Code of Ethics and Compliance Manual;
In accordance with the Code of Ethics, I have fully disclosed the Securities holdings and transactions in my Covered Accounts (as defined in the Code of Ethics) and I have sought and received preclearance for those securities transactions in my personal securities accounts that require pre-clearance;
In accordance with the Code of Ethics, I have disclosed all service on the board of directors of any company, and have not served on the board of directors of any company (except not-for-profit organizations) without having obtained prior authorization from the CCO;
In accordance with the Political Activity Compliance Policy, I hereby acknowledge that I have received RCG’s Political Activity Compliance Policy, have read the policy and have had the opportunity to ask the CCO or my immediate supervisor questions about the policy. I further acknowledge that I am bound by the policy as a condition of continued employment and have and will comply with the terms of such policy; and
I have complied with the Compliance Manual and Code of Ethics in all respects.
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Employee Signature
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Print Name
Dated: _____________
Exhibit G
Supplemental Quarterly Certification
For quarter ending ____________________
The following is a list of gifts and entertainment either received or given by the undersigned during this period relating directly or indirectly to employment at The Rock Creek Group, LP (Please specify whether such gift or entertainment was either received or
given):
The following is a list of any one-on-one meetings at conferences I attended that were sponsored by brokers. (Such list should contain the date, name of broker, and name of any corporate insiders and their companies.)
The following are the Creditors Committees on which I have served during this period:
The following are the publicly-traded companies on which I serve as an officer:
The following is a list of any seminars, conferences, or other programs I attended that were conducted, offered or paid for, directly or indirectly by research providers or broker-dealers during this period:
If I am one of the Adviser’s officers, directors, portfolio managers or traders, the following is a list of my relatives who are employed or affiliated with a hedge fund or a broker-dealer firm, including their position and the name of the firm:
Additional certification for principals of Adviser only:
The following is a list of any political and charitable contributions made by the Adviser:
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Employee Signature
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Print Name
Wells Fargo entities are not “affiliated entities” of Rock Creek for purposes of the Rock Creek Group Code of Ethics.
Covered Account means: a) any personal securities account; b) any joint or tenant-in-common securities account in which the employee is a participant; c) any securities account of the employee’s spouse, domestic partner, minor children, or other family members sharing the same household; d) any securities account over which the employee acts as trustee, executor, or custodian or has similar powers of attorney for the benefit of the employee, the employee’s spouse, life partner, minor children, or other family sharing the same household; and e) any other securities account in which the employee has beneficial ownership, directly or indirectly.
Securities include: stock; notes; debentures; limited partnership interests; limited liability company interests; investment contracts; exchange-traded funds (“ETFs”), including those organized as mutual funds; and all derivative instruments, such as options and warrants, that are related to the foregoing. “Securities” do not include direct obligations of the U.S. government; money market instruments; bankers’ acceptances; bank certificates of deposit; commercial paper; repurchase agreements and other high quality short-term debt instruments; shares of money market funds; shares of open-end mutual funds (unless RCG or an affiliate acts as the investment adviser or principal underwriter for the fund); interests in 529 Plans where the investment adviser or its control affiliate does not manage, distribute, market, or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan; and units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.
Covered Account means: a) any personal securities account; b) any joint or tenant-in-common securities account in which the employee is a participant; c) any securities account of the employee’s spouse, domestic partner, minor children, or other family members sharing the same household; d) any securities account over which the employee acts as trustee, executor, or custodian or has similar powers of attorney for the benefit of the employee, the employee’s spouse, life partner, minor children, or other family sharing the same household; and e) any other securities account in which the employee has beneficial ownership, directly or indirectly.
Securities include: stock; notes; debentures; limited partnership interests; limited liability company interests; investment contracts; exchange-traded funds (“ETFs”), including those organized as mutual funds; and all derivative instruments, such as options and warrants, that are related to the foregoing. “Securities” do not include direct obligations of the U.S. government; money market instruments; bankers’ acceptances; bank certificates of deposit; commercial paper; repurchase agreements and other high quality short-term debt instruments; shares of money market funds; shares of open-end mutual funds (unless RCG or an affiliate acts as the investment adviser or principal underwriter for the fund); interests in 529 Plans where the investment adviser or its control affiliate does not manage, distribute, market, or underwrite the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan; and units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.
WELLS FARGO FUNDS TRUST
DISTRIBUTION PLAN
WHEREAS , Wells Fargo Funds Trust (“Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS , the Trust desires to adopt a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act on behalf of the classes of shares of each Fund listed in Appendix A as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”) and the Board of Trustees, including a majority of the Qualified Trustees (as defined below), has determined that there is a reasonable likelihood that adoption of the Plan will benefit each class of each Fund listed in Appendix A and its shareholders;
NOW THEREFORE , each Fund hereby adopts the Plan on behalf of each class of each Fund listed in Appendix A, in accordance with Rule 12b‑1 under the 1940 Act, on the following terms and conditions:
Section 1. The Trust, on behalf of each class of each Fund listed in Appendix A, may pay to the principal underwriter of the Funds (the “Distributor”), as compensation for services or other activities that are primarily intended to result in the sale of shares, or reimbursement for expenses incurred in connection with services or other activities that are primarily intended to result in the sale of shares, a monthly amount that is no higher than the annual rates as set forth on Appendix A. Subject to such maximum annual rates, the actual amount payable to the Distributor shall be determined from time to time by mutual agreement between the Trust and the Distributor. The Trust, on behalf of each Fund, may execute and deliver written agreements based substantially on the form attached hereto as Appendix B or on any other form duly approved by the Board (the “Distribution Agreement”) with the Distributor to provide or engage other entities to provide certain distribution-related services. The Distributor may execute and deliver written,third-party agreements with one or more broker-dealers based substantially on the form duly approved by the Board, attached hereto as Appendix C, (the “Dealer Agreement”) under which such broker-dealers may receive compensation for distribution-related services from the Distributor, including, but not limited to, commissions or other payments to such agents based on the average daily net assets of Fund shares attributable to them. The Distributor may retain any portion of the amount payable hereunder to compensate it for distribution-related services provided by it or to reimburse it for other distribution-related expenses. The Distributor also may enter into such agreements based on such additional forms of agreements as it deems appropriate, provided that the Distributor determines that the Trust’s and the Funds’ responsibility or liability to any person on account of any acts or statements of any such broker-dealer under any such third-party agreement do not exceed their responsibility or liability under the form(s) approved by the Board of Trustees, and provided further that the Distributor determines that the overall terms of any such third-party agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Board of Trustees. In addition, any agreement related to the Plan shall provide:
A. That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of such class of such Fund, on not more than 60 days’ written notice to any other party to the agreement; and
B. That such agreement shall terminate automatically in the event of its assignment.
Section 2. The Plan shall be effective with respect to each class of a Fund listed on Appendix A, (or each class of a Fund added to Appendix A from time to time): (a) on the date upon which it is approved for such class (i) by vote of a majority of the Trustees of the Trust, including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan for such class, and (ii) by at least a majority of the outstanding voting securities of the class or Fund, if required; or (b) on the date the class commences operations, if such date is later.
Section 3. Unless earlier terminated, the Plan shall continue in effect for a period of one year from its respective effective date and shall continue thereafter for successive annual periods, provided that such Plan is reapproved at least annually by vote of a majority of the Trustees of the Trust, including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such reapproval.
Section 4. So long as the Plan is in effect, the Trust shall provide, or shall cause the Distributor to provide, to the Trust’s Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended by the Trust under the Plan and each related agreement and the purposes for which such expenditures were made.
Section 5. The Plan may not be amended to increase materially the amount that may be expended by a class of a Fund pursuant to the Plan without the approval by a vote of a majority of the outstanding voting securities of such class of such Fund, and no material amendment to the Plan shall be made unless approved by vote of a majority of both (a) the Trustees of the Trust and (b) the Qualified Trustees, cast in person at a meeting called for the purpose of voting on such approval.
Section 6. The Plan may be terminated with respect to any class at any time by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the class.
Section 7. While the Plan is in effect, the selection and nomination of each Trustee who is not an interested person of the Trust shall be committed to the discretion of the Trustees who are not interested persons.
Section 8. To the extent any payments made by the Fund pursuant to a Shareholder Servicing Plan and Servicing Agreement are deemed to be payments for the financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the 1940 Act, such payments shall be deemed to have been approved pursuant to the Plan. Notwithstanding anything herein to the contrary, no Fund or class of shares shall be obligated to make any payments under the Plan that exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc.
Section 9. The Trust shall preserve copies of the Plan, each related agreement and each written report presented to the Trust’s Board of Trustees pursuant to Section 1 hereof, for a period of not less than six years from the date of the Plan, agreement or report, as the case may be, the first two years in an easily accessible place.
Section 10. The provisions of the Plan are severable for each class of each Fund listed in Appendix A, and whenever any action is to be taken with respect to the Plan, such action shall be taken separately for each such class affected.
Section 11. As used in the Plan, (a) the terms “assignment”, “interested person” and “vote of a majority of the outstanding voting securities” shall have the respective meanings given them in the 1940 Act and the rules and regulations thereunder, subject to such exemption or interpretation as may be provided by the Securities and Exchange Commission or the staff thereof, and (b) the term “Qualified Trustees” shall mean the Trustees of the Trust who (i) are not “interested persons” of the Trust and (ii) have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan. The agreement(s) between the Trust and its Distributor shall be considered to be agreements related to the Plan. The agreement(s) between the Distributor and any selling agents shall not be considered to be agreements related to the Plan.
Approved: February 20, 2014
APPENDIX A
DISTRIBUTION PLAN
WELLS FARGO FUNDS TRUST
Funds Trust Funds and Share Classes * |
Maximum Rule 12b-1 Fee |
Absolute Return Fund Class C |
0.75 |
Adjustable Rate Government Fund Class B Class C |
0.75 0.75 |
Class C |
0.75 |
Asia Pacific Fund Class C |
0.75 |
Asset Allocation Fund Class B Class C Class R |
0.75 0.75 0.25 |
C&B Large Cap Value FundClass B Class C |
0.75 0.75 |
C&B Mid Cap Value FundClass B Class C |
0.75 0.75 |
California Limited-Term Tax-Free FundClass C |
0.75 |
California Municipal Money Market FundSweep Class |
0.35 |
California Tax-Free FundClass B Class C |
0.75 0.75 |
Capital Growth FundClass C |
0.75 |
Colorado Tax-Free FundClass B Class C |
0.75 0.75 |
Common Stock FundClass B Class C |
0.75 0.75 |
Core Bond FundClass B Class C Class R |
0.75 0.75 0.25 |
Disciplined U.S. Core Fund Class C |
0.75 |
Discovery FundClass C |
0.75 |
Diversified Capital Builder FundClass B Class C |
0.75 0.75 |
Diversified Equity FundClass B Class C |
0.75 0.75 |
Diversified Income Builder Fund Class B Class C |
0.75 0.75 |
Diversified International FundClass B Class C |
0.75 0.75 |
Dow Jones Target Today FundClass B Class C Class R |
0.75 0.75 0.25 |
Dow Jones Target 2010 FundClass B Class C Class R |
0.75 0.75 0.25 |
Dow Jones Target 2015 FundClass R |
0.25 |
Dow Jones Target 2020 FundClass B Class C Class R |
0.75 0.75 0.25 |
Dow Jones Target 2025 FundClass R |
0.25 |
Dow Jones Target 2030 FundClass B Class C Class R |
0.75 0.75 0.25 |
Dow Jones Target 2035 FundClass R |
0.25 |
Dow Jones Target 2040 FundClass B Class C Class R |
0.75 0.75 0.25 |
Dow Jones Target 2045 FundClass R |
0.25 |
Dow Jones Target 2050 FundClass C Class R |
0.75 0.25 |
Dow Jones Target 2055 FundClass R |
0.25 |
Emerging Growth Fund Class C |
0.75 |
Emerging Markets Equity FundClass B Class C |
0.75 0.75 |
Emerging Markets Equity Income FundClass C |
0.75 |
Emerging Markets Equity Select FundClass C |
0.75 |
Emerging Markets Local Bond FundClass C |
0.75 |
Endeavor Select FundClass B Class C |
0.75 0.75 |
Enterprise FundClass B Class C |
0.75 0.75 |
Global Opportunities FundClass B Class C |
0.75 0.75 |
Government Money Market FundSweep Class |
0.35 |
Government Securities FundClass B Class C |
0.75 0.75 |
Growth Balanced FundClass B Class C |
0.75 0.75 |
Growth FundClass C |
0.75 |
High Income FundClass B Class C |
0.75 0.75 |
High Yield Bond FundClass B Class C |
0.75 0.75 |
High Yield Municipal Bond FundClass C |
0.75 |
Income Plus FundClass B Class C |
0.75 0.75 |
Index Asset Allocation FundClass B Class C |
0.75 0.75 |
Index Fund Class B Class C |
0.75 0.75 |
Inflation-Protected Bond FundClass B Class C |
0.75 0.75 |
Intermediate Tax/AMT-Free Fund Class C |
0.75 |
International Bond Fund Class B Class C |
0.75 0.75 |
International Equity FundClass B Class C Class R |
0.75 0.75 0.25 |
International Value FundClass B Class C |
0.75 0.75 |
Intrinsic Small Cap Value FundClass C |
|
Intrinsic Value Fund Class B Class C Class R |
0.75 0.75 0.25 |
Intrinsic World Equity FundClass C |
0.75 |
Large Cap Core Fund Class C |
0.75 |
Large Cap Growth Fund Class C Class R |
0.75 0.25 |
Large Company Value FundClass C |
0.75 |
Managed Account CoreBuilder Shares Series M |
0.00 |
Minnesota Tax-Free FundClass B Class C |
0.75 0.75 |
Moderate Balanced Fund
|
|
Money Market FundClass B Class C Daily Class |
0.75 0.75 0.25 |
Municipal Bond FundClass B Class C |
0.75 0.75 |
Municipal Money Market FundSweep Class |
0.35 |
National Tax-Free Money Market FundSweep Class |
0.35 |
North Carolina Tax-Free FundClass C |
0.75 |
Omega Growth FundClass B Class C Class R |
0.75 0.75 0.25 |
Opportunity Fund Class B Class C |
0.75 0.75 |
Pennsylvania Tax-Free FundClass B Class C |
0.75 0.75 |
Precious Metals FundClass B Class C |
0.75 0.75 |
Premier Large Company Growth FundClass B Class C |
0.75 0.75 |
Short Duration Government Bond FundClass B Class C |
0.75 0.75 |
Short-Term Bond FundClass C |
|
Short-Term High Yield Bond FundClass C |
|
Short-Term Municipal Bond FundClass C |
|
Small Cap Value FundClass B Class C |
0.75 0.75 |
Small Company Growth Fund
Class B
|
0.75 0.75 |
Small Company Value Fund
Class B
|
0.75 0.75 |
Small/Mid Cap Value FundClass C |
0.75 |
Special Mid Cap Value FundClass C |
0.75 |
Special Small Cap Value FundClass B Class C |
0.75 0.75 |
Specialized Technology Fund
Class B
|
0.75 0.75 |
Strategic Income FundClass C |
0.75 |
Strategic Municipal Bond Fund Class B Class C |
0.75 0.75 |
Traditional Small Cap Growth FundClass C |
0.75 |
Treasury Plus Money Market FundSweep Class |
0.35 |
Utility and Telecommunications FundClass B Class C |
0.75 0.75 |
Ultra Short-Term Income FundClass C |
0.75 |
Ultra Short-Term Municipal Income FundClass C |
0.75 |
WealthBuilder Conservative Allocation Portfolio |
0.75 |
WealthBuilder Equity Portfolio |
0.75 |
WealthBuilder Growth Allocation Portfolio |
0.75 |
WealthBuilder Growth Balanced Portfolio |
0.75 |
WealthBuilder Moderate Balanced Portfolio |
0.75 |
WealthBuilder Tactical Equity Portfolio |
0.75 |
Wisconsin Tax-Free FundClass C |
|
100% Treasury Money Market FundSweep Class |
0.35 |
Approved: February 20, 2014
*On November 7, 2007, the Board of Trustees approved the closing of Class B shares to new investors and additional investments, effective February 14, 2008, with the exception of the Money Market Fund. Following the closing of the Class B shares, 12b-1 payments will continue to fund previously incurred distribution-related expenses.
CODE OF ETHICS
OF
COOKE & BIELER, L.P.
PREAMBLE
This Code of Ethics is being adopted in compliance with the requirements under the Investment Advisers Act Rule 204A-1, the Investment Company Act Rule 17j-1 (the "Rule") and Sections 204A and 206 of the Investment Advisers Act of 1940 (the “Advisers Act”), specifically Rule 204-2 thereunder, to effectuate the purposes and objectives of those provisions. Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Rule 204-2 imposes recordkeeping requirements with respect to personal securities transactions of advisory representatives.
Rule 17j-1 under the Investment Company Act, Rule 204A-1 and Section 206 of the Advisers Act make the following activities unlawful for certain persons, including any employee of Cooke & Bieler, L.P. (the “Firm”), in connection with the purchase or sale by such person of a security held or to be acquired by any Portfolio or any Fund managed or sub-advised by the Firm:
To employ a device, scheme or artifice to defraud a Portfolio, a Fund, any client or prospective client;
To make to a Portfolio, a Fund, any client or prospective client, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;
To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a Portfolio, a Fund, any client or prospective client; or
Acting as principal for his/her own account, knowingly to sell any security to or purchase any security from a client, or acting as a broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he/she is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph (4) shall not apply to any transaction with a customer of a bank broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction; or
To engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.
This Code contains provisions reasonably necessary to prevent persons from engaging in acts in violation of the above standard and procedures reasonably necessary to prevent violations of the Code.
The Management Committee of the Firm adopts this Code of Ethics. This Code is based upon the principle that the partners, directors and officers of the Firm, and certain affiliated persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Code of Ethics Officer of the Firm to report material violations of this Code of Ethics to the Chief Compliance Officer, the Management Committee and to the Board of Directors of any Fund advised or sub-advised by the Firm.
Compliance with Laws
Supervised Persons must comply with all applicable federal securities laws. Each Supervised Person has the duty to know, understand and comply with federal securities laws and other legal obligations applicable to their duties and responsibilities.
POLICY STATEMENT ON INSIDER TRADING
The Firm forbids any partner, officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." The Firm's policy applies to every partner, officer, director and employee and extends to activities within and outside their duties at the Firm. Any questions regarding the Firm's policy and procedures should be referred to the Code of Ethics Officer and the Chief Compliance Officer.
The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
Trading by an insider, while in possession of material nonpublic information, or
Trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or
Communicating material nonpublic information to others.
The concept of "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Firm may become a temporary insider of a company it advises or for which it performs other services. For that to occur the company must expect the Firm to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the Firm will be considered an insider.
Trading on inside information is not a basis for liability unless the information is material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that partners, officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public.
Before trading for yourself or others in the securities of a company about which you may have potential inside information, ask yourself the following questions:
Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?
Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?
If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.
Report the matter immediately to the Firm’s Code of Ethics Officer.
Do not purchase or sell the securities on behalf of yourself or others.
Do not communicate the information inside or outside the Firm, other than to the Firm’s Code of Ethics Officer.
After the Firm’s Code of Ethics Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.
Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.
The role of the Firm’s Code of Ethics Officer is critical to the implementation and maintenance of the Firm's policy and procedures against insider trading. The Firm's Supervisory Procedures can be divided into two classifications - prevention of insider trading and detection of insider trading.
To prevent insider trading, the Firm will:
Provide, on a regular basis, an educational program to familiarize partners, officers, directors and employees with the Firm's policy and procedures, and
When it has been determined that a partner, officer, director or employee of the Firm has material nonpublic information,
Implement measures to prevent dissemination of such information, and
If necessary, restrict partners, officers, directors and employees from trading the securities.
To detect insider trading, the Code of Ethics Officer will:
Review the trading activity reports filed by each officer, director and employee, and
Review the trading activity of accounts managed by the Firm.
DEFINITIONS
"Covered Security" shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, high quality short-term debt instruments (maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization), repurchase agreements, commercial paper and shares of money market funds. Also excluded from the definition are any registered open-end investment companies (e.g. open-end mutual funds) other than Exchange Traded Funds (“ETFs”). Any question as to whether a particular investment constitutes a “Covered Security” should be referred to the Code of Ethics Officer of the Firm.
Any agency, authority, or instrumentality of the state or political subdivision;
A pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a "defined benefit plan" as defined in section 414(j) of the Internal Revenue Code (26 U.S.C. 414(j)), or a state general fund;
A plan or program of a Government Entity; and
Officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.
" Supervised Person" means (i) any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Firm; or (ii) any other person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm.
"Unaffiliated mutual funds" means any mutual fund that is not advised or sub-advised by Cooke & Bieler.
PROHIBITED TRANSACTIONS
A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Firm and its clients. The overriding principle is that investment personnel should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, investment personnel should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Firm or the investment personnel. Further, no access person or advisory representative shall engage in any act, practice or course of conduct, which would violate the provisions of Rule 204A-1 of the Investment Advisers Act, Rule 17j-1 of the Investment Company Act or Section 206 of the Investment Advisers Act as set forth above.
Access Persons
Except as provided in Section C below, no Access Person shall:
Purchase or sell, directly or indirectly, any security in which he/she has or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his/her actual knowledge at the time of such purchase or sale:
Is being considered for purchase or sale by any Portfolio or Fund managed by the Firm, or
Is being purchased or sold by any Portfolio or Fund managed by the Firm; or
Disclose to other persons the securities activities engaged in or contemplated for the various Portfolios or Funds managed by the Firm.
Buy or sell a security within two(2) business days before or seven (7) business days after any strategy of the Firm trades in that security. We refer to the strategy as opposed to any client portfolio since the majority of the firm’s clients typically follow the model strategy, with a few exceptions as they relate to client specific restrictions or tax implications. For purposes of this restriction, distinction is made between model trades that are placed for all accounts following the model, as opposed to account specific trades that are made to accommodate cash flow, tax and other unique requirements for a particular account. Transactions in securities that become model trades are subject to this requirement; transactions in securities that become client-specific trades are not. Accordingly, if a single client decides to add or withdraw funds from their account, thus triggering a reallocation to the model, this would not trigger a prohibited transaction. We are looking to limit personal trading that could conflict with a firm-wide trading program. We cannot predict when a client will need to raise funds or add additional funding. Any personal trades that occur during the blackout period in which firm-wide trades have occurred shall be unwound, if possible. Otherwise, any profits realized on trades within the proscribed period shall be disgorged to a local charity.
Engage in any of the following:
(1) Gifts -- Accept any gift, outside of promotional gifts, such as coffee mugs, tee shirts, golf balls, bags, etc., from any person or entity that does or seeks to do business with or on behalf of the Firm without approval by the Chief Compliance Officer. Nor shall any access person give or offer any gift to existing clients, prospective clients, or any entity that does business with the Firm or any foreign public official without pre-approval by the Chief Compliance Officer. Access personnel may not give or accept any gifts in the form of cash or cash equivalents to or from a client, prospective client, or any entity that does business with the Firm or any foreign public official. The Chief Compliance Officer will typically grant approval for gift baskets from brokers during the holiday season, tickets to a sporting event but not box seat tickets to playoff games.
(2) Entertainment -- Provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with the Firm. Access personnel may provide or accept a business entertainment event, such as dinner, golf outing or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. All entertaining expenses will be reviewed on a periodic basis no less frequently than annually. Business entertainment received from an Outside Entity that exceeds $100 in the aggregate per quarter by a single entity should be reported within thirty days after the quarter end. Due to the regulatory implications, our firm policy prohibits entertaining foreign public officials without first obtaining approval from the Chief Compliance Officer.
(3) Bribes -- The payment or arrangement of, or any involvement in, bribes, kickbacks or other illegal gratuities inclusive of clients, potential clients or foreign public officials.(4) Initial Public Offerings and Private Placements -- Acquire a beneficial interest in any securities in an initial public offering ("IPO") or other limited offerings commonly referred to as private placements, without prior written approval of the Chief Compliance Officer of the Firm and the Management Committee of Cooke & Bieler, L.P. The Code of Ethics Officer must maintain a record of any decision, and the reasons supporting the decision, to approve the investment personnel's acquisition of an IPO or private placement for at least five years after the end of the fiscal year in which the approval was granted.
Before granting such approval the Chief Compliance Officer (or other designee) should carefully evaluate such investment to determine that the investment could create no material conflict between the investment personnel and a Fund or Portfolio. The Chief Compliance Officer may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, one may consider approving the transaction if the Chief Compliance Officer (or designee) can determine that: (i) the investment did not result from directing Fund, Portfolio or Firm business to the underwriter or issuer of the security; (ii) the Investment Personnel is not misappropriating an opportunity that should have been offered to the Fund or Portfolio; and (iii) an Investment Person's investment decisions for the Fund or Portfolio will not be unduly influenced by his or her personal holdings and investment decisions are based solely on the best interests of the Fund or Portfolio. Any person authorized to purchase securities in an IPO or private placement shall disclose that investment when they play a part in a Fund’s or Portfolio’s subsequent consideration of an investment in that issuer. In such circumstances, a Fund's or Portfolio’s decision to purchase securities of the issuer shall be subject to independent review by investment personnel with no personal interest in the issuer.
Investment Personnel
In addition to the prohibitions listed in Section B (1) above, no Investment Personnel shall engage in any of the following:
(a) Front-Running -- Profit in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within sixty (60) calendar days. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to the appropriate Portfolio(s) or Fund(s) of the Firm.
Exception: The Code of Ethics Officer of the Firm may allow exceptions to this policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. An example is the involuntary sale of securities due to unforeseen corporate activity such as a merger. [See Pre-Clearance Procedures below]. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and front running transactions, which typically involve a quick trading pattern to capitalize on a short-lived market impact of a trade by one of the Fund's Portfolios. The respective Code of Ethics Officer shall consider the policy reasons for the ban on short-term trades, as stated herein, in determining when an exception to the prohibition is permissible. The Code of Ethics Officer may consider granting an exception to this prohibition if the securities involved in the transaction are not (i) being considered for purchase or sale by a Fund or Portfolio that serves as the basis of the individual's "investment personnel" status or (ii) being purchased or sold by a Fund or Portfolio that serves as the basis of the individual's "investment personnel" status and, are not economically related to such securities. In order for a proposed transaction to be considered for exemption from the short-term trading prohibitions, the investment personnel must complete, sign and submit to the Code of Ethics Officer a completed Securities Transactions Report Relating to Short-Term Trading (Exhibit D) , certifying that the proposed transaction is in compliance with this Code of Ethics. The Code of Ethics Officer shall retain a record of exceptions granted and the reasons supporting the decision.
(b) Outside Activities -- Serve on the Board of Directors of any publicly traded company without prior authorization from the Chief Compliance Officer and the Management Committee of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm, any Portfolios or Funds. Authorization of board service shall be subject to the implementation by the Firm of "Chinese Wall" or other procedures to isolate such investment personnel from making decisions about trading in that company's securities. Notification of such directorships shall be made to the Code of Ethics Officer.
EXEMPTED TRANSACTIONS
Transactions described in Sections B (1) above, which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Fund or Portfolio and which are otherwise transacted in accordance with Investment Company Act Rule 17j-1, the Investment Advisors Act Rule 204A-1 and Section 206 of the Investment Company Act may be permitted within the discretion of the Code of Ethics Officer of the Firm on a case-by-case basis. Such exempted transactions may include:
Purchases or sales of securities which are not eligible for purchase by a Fund or Portfolio and which are not related economically to securities purchased, sold or held by the Fund or a Portfolio.
Securities of companies with a market capitalization in excess of $1 billion.
Municipal bond securities.
Purchases or sales of a de minimis amount of securities. A de minimis amount of securities shall be defined in this section of the Code of Ethics as:
Up to an aggregate $25,000 principal amount of a fixed income security within any three-consecutive month period;
Up to an aggregate 1,000 shares of an equity security within any three-consecutive month period; or
Any amount of securities if the proposed acquisition or disposition by a Fund or Portfolio is in the amount of 1,000 shares or less and the security is listed on a national securities exchange or the National Association of Securities Dealers Automated Quotation System.
Securities which the access person, Fund and/or Portfolio has no influence or control, including:
Purchases or sales effected in any account over which the access person has no direct or indirect influence or control;
Purchases or sales which are non-volitional on the part of either the access person or the Fund and/or Portfolio;
Purchases which are part of an automatic dividend reinvestment plan or direct stock plan (pending pre-clearance of the original purchase); and
Securities acquired by the exercise of rights issued pro rata by an issuer to all holders of a class of its securities (to the extent such rights were acquired from such issuer), and sales of such rights so acquired.
Securities that appear to present little opportunity for the type of improper trading that the access person reports are designed to uncover, including:
Transactions and holdings in direct obligations of the U.S. government;
Money market instruments - bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;
Shares of money market funds;
Transactions and holdings in shares of other types of mutual funds, unless the adviser or a control affiliate acts as the investment adviser or sub-adviser or principal underwriter for the fund; and
Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.
Political Contributions
In July 2010, the SEC adopted Rule 206(4)-5 under the Advisers Act (the “Play-to Pay Rule”). The Pay-to-Play Rule addresses certain pay-to-play practices such as making or soliciting campaign contributions or payments to certain candidates for offices of Government Entities to influence the awarding of investment advisory services for the management of public pension plan assets and other state governmental investments. The Pay-to-Play Rule broadly defines “contributions” to include gifts, loans, the payment of debts, and the provision of any other thing of value.
To comply with the Pay-to-Play Rule, the Firm and its Covered Associates are subject to the following provisions:
Any contribution to an Official to which the Firm is providing (or seeking to provide) investment advisory services; or
Any payment to a political party of a state or locality where the Firm is providing (or seeking to provide) investment advisory services to a Government Entity.
Similarly, the Pay-to-Play Rule also includes provisions that prohibit the Firm and its Covered Associates from channeling contributions to Officials through third parties such as spouses, attorneys or companies affiliated with the Firm. Basically, it is unlawful for the firm or any of its covered associates to do anything indirectly which, if done directly, would result in a violation of the Rule.
Solicitations on behalf of the Firm by any of its employees, general partners, managing members or executive officers; and
Solicitations made by "regulated persons" (as defined by the Pay-to-Play Rule).
The Code of Ethics Officer, or other designated officer, will implement the following procedures to ensure compliance with the Pay-to-Play rules:
The name and title of the contributor;
The name and title (including any city/county/state or other political subdivision) of each recipient of a contribution or payment;
The amount and date of each contribution or payment; and
Whether any such contribution was the subject of the exception for certain returned contributions.
COMPLIANCE PROCEDURES
With respect to the pre-clearance and reporting requirements contained herein, access persons shall pre-clear through and report to the Code of Ethics Officer of the Firm.
Pre-clearance Procedures
All access persons must receive prior written approval from the Firm’s Code of Ethics Officer, or other officer designated by the Board of Directors, before purchasing or selling securities in an account that such access person has beneficial ownership. The access person should request pre-clearance by completing, signing and submitting Personal Securities Transactions Pre-Clearance Form (Exhibit E) to the Code of Ethics Officer.
Pre-clearance approval will expire at the close of business on the trading date two (2) business days after the date on which authorization is received. For example, pre-clearance received Friday at 9:00 a.m. would expire as of the close of business Monday. If the trade is not completed before such pre-clearance expires, the access person is required to again obtain pre-clearance for the trade. If approval is granted late in the day, for example after 2:00pm, we will not count that day towards the two (2) business day window. In addition, if an access person becomes aware of any additional information with respect to a transaction that was pre-cleared, such person is obligated to disclose such information to the appropriate Code of Ethics Officer prior to executing the pre-cleared transaction.
Access persons are excluded from pre-clearing securities purchased, sold or acquired in the following transactions:
(a) Purchases or sales affected in any account over which the access person has no direct or indirect influence or control.
(b) Purchases or sales which are non-volitional on the part of either the access person or a Fund or Portfolio.
(c) Purchases which are part of an automatic dividend reinvestment plan or direct stock plan (pending pre-clearance of the original purchase).
(d) Securities acquired by the exercise of rights issued pro rata by an issuer to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
(e) Holdings in direct obligations of the U.S. government, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, high quality short-term debt instruments, registered open-end investment companies, closed-end funds, and Exchange Traded Funds (ETF’s).
Disclosure of Personal Holdings
All access persons shall disclose to the Code of Ethics Officer:
All personal reportable securities holdings (including securities acquired before the person became an access person) within ten (10) days upon the later of commencement of employment or adoption of this Code of Ethics; and
The name of any broker, dealer or bank with which the access person maintains an account in which “any securities” were held for the direct or indirect benefit of the access person must also be reported.
Holdings in direct obligations of the U.S. government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, registered unaffiliated mutual funds, and 529 Plans, unless the Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan, are not disclosable transactions. However, mutual fund shares advised or sub-advised by the firm, closed-end funds and Exchange traded funds (ETFs) are reportable securities. Access persons do not need to report transactions effected in any account over which the access person has no direct or indirect influence or control.
The Code of Ethics Officer of the Firm may, at its discretion, request access persons to provide duplicate copies of confirmation of each disclosable transaction in the accounts and account statements.
In addition to reporting securities holdings, every access person shall certify in their initial report that:
They have received, read and understand the Code of Ethics and recognize that they are subject thereto; and
They have no knowledge of the existence of any personal conflict of interest relationship which may involve a Fund or Portfolio, such as any economic relationship between their transactions and securities held or to be acquired by a Fund or a Portfolio.
This initial report shall be made on the form attached as Initial Report of Access Person ( Exhibit A) and shall be delivered to the Code of Ethics Officer of the Firm.
Quarterly Reporting Requirements
All access persons shall disclose to the Firm’s Code of Ethics Officer all personal reportable securities transactions conducted during the period as of the calendar quarter ended within thirty (30) days after quarter end. Access persons that had no personal securities transactions during the quarter are not required to submit a report confirming the absence of transactions.
Transactions in direct obligations of the U.S. government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, registered unaffiliated mutual funds, and 529 Plans, unless the Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan, are not disclosable transactions. However, mutual fund shares advised or sub-advised by the firm, closed-end funds and Exchange traded funds (ETFs) are reportable transactions. Access persons do not need to report transactions effected in any account over which the access person has no direct or indirect influence or control.
In addition to reporting securities holdings, every access person shall disclose quarterly:
The title of the security, interest rate and maturity date (if applicable), ticker symbol, trade date, number of shares, price per share, and principal amount of each security involved;
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
The name of the broker, dealer or bank with or through whom the transaction was effected; and
The date the report is submitted to the Code of Ethics Officer.
In addition, with respect to any new account established during the quarter by an access person in which any securities were held for the direct or indirect benefit of the access person, the access person must provide:
The name of the broker, dealer or bank with which the access person established the account;
The name of the beneficial owner of the account;
The account number;
The date the account was established; and
The date the report is submitted by the access person.
This quarterly report shall be made on the form attached as Securities Transactions for the Calendar Quarter Ended ( Exhibit C) and shall be delivered to the Code of Ethics Officer of the Firm. In lieu of manually filling out all of the information required by the form, access persons may attach confirms and/or account statements to a signed form.
Annual Access Person Report
All access persons shall disclose to the Code of Ethics Officer of the Firm all personal reportable securities holdings as of the calendar year ended within thirty (30) days after year end. Mutual fund shares advised or sub-advised by the Firm are reportable transactions. Access persons do not need to report transactions effected in any account over which the access person has no direct or indirect influence or control. Holdings in direct obligations of the U.S. government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and registered unaffiliated mutual funds are not disclosable holdings. However, the names of the broker, dealer or bank with which the access person maintains an account in which “any securities” are held for the access person’s direct or indirect benefit must be annually reported. For example, if you own mutual fund shares in Vanguard, outside of the Firm’s 401K/Profit Sharing plan, you need to complete the section entitled Brokerage/Investment Accounts located on Exhibit B.
In addition to reporting securities holdings, every access person shall certify annually that:
They have read and understand the Code of Ethics and recognize that they are subject thereto;
They have not made any political contributions for the purpose of obtaining or retaining the Firm’s engagement as an investment adviser to a government entity;
They have complied with the requirements of the Code of Ethics; and that they have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics;
They have not disclosed pending "buy" or "sell" orders for a Portfolio or Fund to any employees of any other Management Company, except where the disclosure occurred subsequent to the execution or withdrawal of an order; and
They have no knowledge of the existence of any personal conflict of interest relationship which may involve any Portfolio or Fund, such as any economic relationship between their transactions and securities held or to be acquired by a Fund or Portfolio.
This annual report shall be made on the form attached as Annual Report of Access Person ( Exhibit B) and shall be delivered to the Code of Ethics Officer of the Firm.
Reports to Code of Ethics Officer
The Code of Ethics Officer of the Firm shall provide, by the thirtieth (30) day after each quarter end, certification to the Compliance Officer of a Fund that, as of the prior quarter end:
The Code of Ethics Officer of the Firm has collected all documentation required by the Code of Ethics and Rule 17j-1 and is retaining such documentation on behalf of the Fund;
There have been no violations to the Fund's Code of Ethics and, if there have been violations to the Fund's Code of Ethics, the violation has been documented and reported to the Fund's Compliance Officer; and
The Firm has appointed appropriate management or compliance personnel, such as the Code of Ethics Officer to review transactions and reports filed by access persons under the Code of Ethics, and adopted procedures reasonably necessary to prevent Access Persons from violating the Firm’s Code of Ethics.
Each quarter the Code of Ethics Officer of the Firm shall also provide to the Compliance Officer of each Fund a list of access persons who are subject to the Fund's Code of Ethics and the name of the Code of Ethics Officer of the Firm responsible for pre-clearing and reviewing personal securities transactions.
The Code of Ethics Officer of the Firm shall provide such information, including, but not limited to, initial, quarterly and annual reports for all access persons, pre-clearance reports and approval for short term transactions, IPO and private placement securities, as is requested by the Fund's Compliance Officer.
General Reporting Requirements
The Code of Ethics Officer of the Firm shall notify each access person that he or she is subject to this Code of Ethics and the reporting requirements contained herein, and shall deliver a copy of this Code of Ethics to each such person when they become an access person, or upon request.
Reports submitted pursuant to this Code of Ethics shall be confidential and shall be provided only to the officers and Directors of the Firm, and each Fund, counsel and/or regulatory authorities upon appropriate request.
Excessive Trading
The Firm understands that it is appropriate for access persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however, this should be done in a way that creates no potential conflicts with the interests of any Fund or Portfolio. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades or other measure as deemed appropriate by the Fund's Compliance Officer, Code of Ethics Officer of the Firm, or senior management at the Firm), may compromise the best interests of any Funds or Portfolios if such excessive trading is conducted during work-time or using Fund/Portfolio resources. Accordingly, if personal trading rising to such dimension as to create an environment that is not consistent with the Code of Ethics, such personal transactions may not be approved or may be limited by the Code of Ethics Officer of the Firm.
Conflict of Interest
Every access person shall notify the Code of Ethics Officer of the Firm of any personal conflict of interest relationship which may involve a Fund or Portfolio, such as the existence of any economic relationship between their transactions and securities held or to be acquired by any Portfolio or Fund. The Firm’s Code of Ethics Officer shall notify the Compliance Officer of a Fund of any personal conflict of interest relationship which may involve the Fund. Such notification shall occur in the pre-clearance process.
CERTIFICATION OF COMPLIANCE
Initial Certification
Each newly hired Supervised Person will be provided with a copy of this Code of Ethics upon commencement of employment. Each Supervised Person will be required to certify in writing, in the form attached as Exhibit A , that they have: (i) received a copy of this Code; (ii) read and understand all provisions of this Code; and (iii) agreed to comply with the terms of this Code of Ethics in every respect. Such certification should be delivered to the Code of Ethics Officer or his or her designee.
Acknowledgement of Amendments
Supervised Persons will be provided with any amendments to this Code of Ethics and should submit a written acknowledgement, in the form attached as Exhibit F , that they have received, read, and understood the amendments to this Code of Ethics. Such acknowledgement should be delivered to the Code of Ethics Officer or his or her designee.
Annual Certification
Each Supervised Person will certify annually, in the form attached as Exhibit B of this Code of Ethics, that he or she has read, understood, and complied with this Code of Ethics. Such certification should be delivered to the Code of Ethics Officer or his or her designee.
REPORTING OF VIOLATIONS TO THE CHIEF COMPLIANCE OFFICER
All Supervised Persons must report violations of the firm’s Code of Ethics promptly to the Chief Compliance Officer or Code of Ethics Officer provided the Chief Compliance Officer also receives reports of all violations.
REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS
The Chief Compliance Officer or the Code of Ethics Officer of the Firm shall promptly report to the Compliance Officer of the Fund and the Board of Directors of the Firm all apparent violations of this Code of Ethics and the reporting requirements thereunder.
When the Code of Ethics Officer of the Firm finds that a transaction otherwise reportable to the Board of Directors pursuant to the Code could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Rule 17j-1(a), he/she may, in his/her discretion, lodge a written memorandum of such finding and the reasons therefore with the reports made pursuant to this Code of Ethics, in lieu of reporting the transaction to the Board of Directors. Such findings shall, however, be reported to the Compliance Officer of any respective Funds.
The Board of Directors of the Firm or any Fund, or a Committee of Directors created by such Board of Directors, for that purpose, shall consider reports made to the Board of Directors hereunder and shall determine whether or not this Code of Ethics has been violated and what sanctions, if any, should be imposed.
ANNUAL REPORTING TO THE BOARD OF DIRECTORS
The Chief Compliance Office or the Code of Ethics Officer of the Firm shall prepare an annual report relating to this Code of Ethics to the Board of Directors of the Firm and the Funds. Such annual report shall:
Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;
Identify any violations requiring significant remedial action during the past year; and
Identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code of Ethics, evolving industry practices or developments in applicable laws or regulations; and
State that the Firm had adopted procedures reasonably necessary to prevent access persons from violating the Code.
SANCTIONS
Upon discovering a violation of this Code, the Management Committee of Cooke & Bieler in conjunction with the Chief Compliance Officer, may impose such sanctions as they deem appropriate, including but not limited to a warning, fines, disgorgement, suspension, demotion, or termination of employment.
The Chief Compliance Officer is empowered to determine with the benefit of hindsight, that what appeared to be a violation upon first inspection after further investigation may determine that nothing improper happened and therefore no breach of the Code and no sanction will be enforced.
RETENTION OF RECORDS
The Firm shall maintain the following records as required under Rule 17j-1 and Rule 206A-1:
A copy of any Code of Ethics in effect within the most recent five years, which must be maintained in an easily accessible place;
A list of all persons required to make reports hereunder within the most recent five years and a list of all persons who were responsible for reviewing the reports, as shall be updated by the Code of Ethics Officer of the Firm, which must be maintained in an easily accessible place;
A copy of each report made by an access person, including any brokerage confirmations and account statements made in lieu of these reports and submitted to the Firm’s Code of Ethics Officer for a period of five years from the end of the fiscal year in which it was made or provided, the first two years of which must be in an easily accessible place;
Each memorandum made by the Code of Ethics Officer of the Firm hereunder, for a period of five years from the end of the fiscal year in which it was made, which must be maintained in an easily accessible place;
A record of any violation hereof and any action taken as a result of such violation, which must be maintained in an easily accessible place for a period of five years following the end of the fiscal year in which the violation occurred; and
A record of all written acknowledgements of the Code and any amendments for each person who is currently, or within the past 5 years was a Supervised Person, which must be maintained in an easily accessible place.
A copy of reports, if any, provided to the Firm’s Management Committee or Board of Directors of a Fund which describes any issues arising under the Code of Ethics and certifies that the Firm has adopted procedures reasonably necessary to prevent access persons from violating the Code of Ethics, which must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.
EXHIBIT A
COOKE & BIELER, L.P.
CODE OF ETHICS
INITIAL REPORT OF ACCESS PERSON
1. I hereby acknowledge that (i) I received of a copy of the Code of Ethics (the "Code") for Cooke & Bieler, L.P. (the “Firm”); (ii) I have read and understand the Code; (iii) and I recognize that I am subject to the Code as an "access person" of the Firm.
2. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Fund/s or any Portfolio of the Firm, such as any economic relationship between my transactions and securities held or to be acquired by the Fund or any Portfolio’s advised by the Firm.
As of the date below I had a direct or indirect beneficial ownership in the following securities. You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, registered unaffiliated mutual funds and 529 Plans, unless the Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan ,. However, you do need to report holdings in mutual funds where Cooke & Bieler serves as Adviser or Sub-adviser . In addition, positions in closed-end funds and Exchange Traded Funds (ETF’s) must be reported.
Please check this box if an addendum is attached listing additional securities [ ]
SECURITY NAME
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# OF SHARES |
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
As of the date below I maintain accounts with the brokers, dealers or banks listed below in which any securities (this includes mutual funds) were held for my direct or indirect benefit.
Please check this box if an addendum is attached listing additional accounts [ ]
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BROKER, DEALER OR BANK THROUGH WHOM SECURITIES ARE HELD |
BENEFICIAL OWNER OF ACCOUNT |
ACCOUNT NUMBER |
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(No later than 10 days after becoming an Access person) |
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EXHIBIT B
COOKE & BIELER, L.P.
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
I hereby acknowledge that I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of an access person of the Firm.
I hereby certify that I have not disclosed pending "buy" or "sell" orders for a Fund or Portfolio of the Firm to any employees of any other Management Company, except where the disclosure occurred subsequent to the execution or withdrawal of an order.
Except as reported in this Exhibit or reported in duplicate statements, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve any Portfolio or Fund/s, such as any economic relationship between my transactions and securities held or to be acquired by a Fund or Portfolio.
I hereby certify that during the calendar year, I have reported all entertainment that I received which exceeded $100 in the aggregate per quarter by a single entity and pre-cleared all gifts, other than promotional items, that I have both given and received.
I hereby certify (applicable only for Covered Associates) that during the year ended December 31, ____ , I have not made any personal political contributions for the purpose of obtaining or retaining advisory contracts with government entities. I have complied with the requirements of the Code and have pre-cleared all political contributions in excess of $150 to the Firm. Below is a list of all of my political contributions for the full year including those contributions that have previously been approved.
Political Contributions
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ORGANIZATION |
AMOUNT |
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It is not necessary to complete the Annual Holdings Report table for ANY of the following circumstances:
If holdings are in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, unaffiliated registered open-end investment companies (mutual funds) and 529 Plans, unless the Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan,.
If transactions were performed in accounts in which you have no direct or indirect influence or control. This refers to accounts that are held by persons NOT residing in the same household or accounts in which the employee has no investment discretion over.
If the Firm receives duplicate broker confirmations and statements, please write see attached.
If holdings are part of the Firm’s profit-sharing or 401K program, we already have these statements.
I hereby certify that, during the year ended December 31, _____ , I have complied with the requirements of the Code and I have reported all securities transactions required to be reported pursuant to the Code. As of December 31, ______ , I had a direct or indirect beneficial ownership in the securities listed below :
ANNUAL HOLDINGS REPORT
Please check this box if an addendum is attached listing additional securities [ ]
SECURITY NAME
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TICKER |
# of SHARES |
PRINCIPAL AMOUNT |
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As of December 31, _______ , I maintain the below accounts and/or have a direct or indirect benefit in the accounts, with the brokers or dealers listed below.
Applicable accounts:
Accounts in which “any securities” (inclusive of mutual funds) are held for the access person’s direct or indirect benefit.
Accounts for persons residing in the same household.
Accounts in which the employee is listed in the account title or has “beneficial ownership”.
Accounts in which the employee has investment discretion or can affect a transaction.
Non-applicable accounts:
Accounts outside the employee household in which the employee DOES NOT have investment discretion.
Accounts in which the employee has no direct or indirect influence or control.
Checking or savings accounts in which no securities are held.
BROKERAGE/ INVESTMENT ACCOUNTS
Please check this box if an addendum is attached listing additional accounts [ ]
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BROKER, DEALER OR BANK |
BENEFICIAL OWNER OF ACCOUNT |
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COOKE & BIELER, L.P.
CODE OF ETHICS
ADDENDUM TO THE
ANNUAL REPORT OF ACCESS PERSON
ANNUAL HOLDINGS REPORT
SECURITY
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# of SHARES |
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
BROKERAGE/INVESTMENT ACCOUNTS
BROKER, DEALER OR BANK |
BENEFICIAL OWNER OF ACCOUNT |
ACCOUNT NUMBER |
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EXHIBIT C
COOKE & BIELER, L.P.
CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics (if none were transacted, write "none"). You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, registered unaffiliated mutual funds and 529 Plans, unless the Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan ,. However, you do need to report holdings in mutual funds where Cooke & Bieler serves as Adviser or Sub-adviser. In addition, transactions in closed-end funds and Exchange Traded Funds (ETF’s) must be reported.
Please check this box if an addendum is attached listing additional securities [ ]
SECURITY NAME (include interest rate and maturity date, if applicable) |
TICKER |
DATE OF TRADE |
# OF SHARES |
PRICE PER SHARE |
PRINCIPAL AMOUNT |
NATURE OF TRANSACTION (Purchase, Sale, Other) |
BROKER, DEALER OR BANK THROUGH WHOM EFFECTED |
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
During the quarter referred to above, I established the following new accounts in which any securities were held during the quarter for my direct or indirect benefit (if none were opened, write "none").
Please check this box if an addendum is attached listing additional accounts [ ]
BROKER, DEALER OR BANK |
BENEFICIAL OWNER OF ACCOUNT |
ACCOUNT NUMBER |
DATE ACCOUNT OPENED |
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I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, a Fund or a Portfolio, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Firm, a Fund or a Portfolio.
COOKE & BIELER, L.P.
CODE OF ETHICS
ADDENDUM TO THE
SECURITIES TRANSACTIONS REPORT FOR THE CALENDAR QUARTER ENDED:_________
SECURITY NAME (include interest rate and maturity date, if applicable) |
TICKER |
DATE OF TRADE |
# OF SHARES |
PRICE PER SHARE |
PRINCIPAL AMOUNT |
NATURE OF TRANSACTION (Purchase, Sale, Other) |
BROKER, DEALER OR BANK THROUGH WHOM EFFECTED |
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
BROKER, DEALER OR BANK |
BENEFICIAL OWNER OF ACCOUNT |
ACCOUNT NUMBER |
DATE ACCOUNT OPENED |
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EXHIBIT D
COOKE & BIELER, L.P.
CODE OF ETHICS
SECURITIES TRANSACTIONS REPORT RELATING TO SHORT-TERM TRADING OF INVESTMENT PERSONNEL FOR THE SIXTY-DAY PERIOD FROM TO :
During the sixty (60) calendar day period referred to above, the following purchases and sales, or sales and purchases, of the same (or equivalent) securities were effected or are proposed to be effected in securities of which I have, or by reason of such transaction acquired, direct or indirect beneficial ownership. You do not need to report transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, registered open-end investment companies (mutual funds) and 529 Plans, unless the Firm or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments and strategies underlying the 529 Plan that is a college savings plan,.
SECURITY |
PROPOSED DATE OF TRADE |
NO. OF SHARES |
PRICE PER SHARE (or proposed price) |
PRINCIPAL AMOUNT |
NATURE OF TRANSACTION (Purchase, Sale, Other) |
BROKER/DEALER OR BANK THROUGH WHOM EFFECTED |
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
With respect to the Portfolio or Fund that serves as the basis for my "investment personnel" status with the Firm, and transactions in the securities set forth in the table above, I hereby certify that:
(a) I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Portfolio or Fund, such as front running transactions or the existence of any economic relationship between my transactions and securities held or to be acquired by the Portfolio and/or Fund;
(b) such securities, including securities that are economically related to such securities, involved in the transaction are not (i) being considered for purchase or sale by the Portfolio and/or Fund, or (ii) being purchased or sold by the Portfolio and/or Fund ; and
(c) Such transactions are in compliance with the Code of Ethics of the Firm.
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In accordance with the provisions of Section B(2)(c) of the Code of Ethics of the Firm, the transaction proposed to be effected as set forth in this report is: Authorized: [ ] Unauthorized: [ ]
Date: |
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Signature: |
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Code of Ethics Officer |
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Name: |
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EXHIBIT E
COOKE & BIELER, L.P.
CODE OF ETHICS
Personal Securities Transactions Pre-clearance Form
(See Section D(1), Code of Ethics)
I hereby request pre-clearance of the securities listed below. You do not need to pre-clear transactions in direct obligations of the U.S. government, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, registered open-end investment companies (mutual funds), closed-end funds and Exchange Traded Funds (ETF’s) or transactions listed in Section D of the Code of Ethics.
SECURITY NAME (include interest rate and maturity date, if applicable) |
# OF SHARES |
PRICE PER SHARE (or proposed price) |
PRINCIPAL AMOUNT |
NATURE OF TRANSACTION (Purchase, Sale, Other) |
BROKER/ DEALER OR BANK THROUGH WHOM EFFECTED |
AUTHORIZED BY CODE OF ETHICS OFFICER
YES NO |
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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control; and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
Is any proposed transaction described above within sixty (60) days of a prior transaction in the same or equivalent security and in the opposite direction (meaning a buy and sale or sale and buy)?
Yes: [ ] No: [ ]
If yes, the access person must submit a Securities Transactions Report Relating to Short Term Trading (Exhibit D) for pre-approval.
Is any proposed transaction described above considered an Initial Public Offering (IPO) or Private Placement? Yes: [ ] No: [ ]
If yes, the Code of Ethics Officer should prepare a memorandum describing the reasons for pre-approving the transaction pursuant to Section B(1)(d)(4) of the Code.
* This pre-clearance will expire at the close of business on the second (2
nd
) trading day after pre-clearance was approved. The access person is required to obtain additional pre-clearance if the trade is not completed before the authority
expires. Please note, if compliance approval is granted after 2:00pm, we will not count this day toward the two (2) business day window.
EXHIBIT F
Certification of
Compliance with
Cooke & Bieler’s Code of Ethics
I hereby certify that I have received a copy of Cooke & Bieler’s Code of Ethics (the “ Code ”) and have read the Code and understand its requirements. I further certify that I am subject to the Code, will comply with its requirements in every respect and will not engage in conduct prohibited by the Code.
Name:
Position:
Date:
Pine River Capital Management L.P.
Personal Investment and Trading Policy,
Statement on Insider Trading,
and
Code of Ethics Pursuant to
Rules 204A-1 and 204-2 under the Investment Advisers Act of 1940, as amended
and
Rule 17j-1 under the Investment Company Act of 1940, as amended
(collectively, “Code of Ethics”)
February 2014
Pine River Capital Management L.P. (“Pine River”) seeks to foster and maintain a reputation for honesty, integrity, and professionalism. Pine River considers its reputation a vital business asset. The confidence and trust placed in Pine River by the funds and accounts which it manages, the investors in those funds (“Investors”), its service providers, its market counterparties, and other persons or entities with whom it deals, are highly valued and must be protected. As a result, Pine River and its Supervised Persons 1 must not act or behave in any manner or engage in any activity that (1) misuses, or creates the appearance of the misuse of material nonpublic information, (2) gives rise to any breach of fiduciary duty owed to any investment entity or account advised or managed by Pine River (each a “Fund”), or (3) creates any actual or potential conflict of interest, or the appearance of an undisclosed conflict of interest, between any Fund and Pine River or any Supervised Person.
A conflict of interest occurs when Pine River’s or any Supervised Person’s private interest interferes with the interests of, or service to, a Fund. Pine River and its Supervised Persons must conduct themselves in such a manner that a reasonable observer would have no grounds to believe that a conflict of interest exists. Supervised Persons are not permitted to self-deal or otherwise to use their positions with the Funds or Pine River to further their own or any other related person’s business or personal interests or opportunities.
In addition, the Federal Securities Laws 2 require that investment advisers maintain a record of every transaction in any Security 3 , with certain limited exceptions, in which any Access Person 4 acquires or disposes of Beneficial Ownership 5 of the Security and such Security is or was held in an account over which the Access Person has direct or indirect influence or control.
Pine River may advise or sub-advise U.S. investment companies registered under and subject to the regulation of the Investment Company Act (each, a “Registered Fund”). Rule 17j-1 under the Investment Company Act makes it unlawful for any affiliated person of an investment adviser of a Registered Fund in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Registered Fund, to (1) employ any device, scheme or artifice to defraud the Registered Fund, (2) make any untrue statement of a material fact to the Registered Fund or omit to state a material fact necessary in order to make the statements made to the Registered Fund, in light of the circumstances under which they are made, not misleading, (3) engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Registered Fund, or (4) engage in any manipulative practice with respect to the Registered Fund.
Pine River has developed the following policies and procedures relating to personal trading in Securities. This Code of Ethics provides for the reporting of personal trading in Securities in order to ensure that its requirements are satisfied by each Supervised Person.
All Supervised Persons are required to comply with the Federal Securities Laws, the fiduciary duty owed by Pine River to the Funds, and this Code of Ethics.
Each Supervised Person is required by law to promptly notify the Chief Compliance Officer 6 if he or she knows or has reason to believe that any Supervised Person has violated any provision of this Code of Ethics. This includes reporting one’s own violations or potential violations of this Code of Ethics. However, if a Supervised Person knows or has reason to believe that the Chief Compliance Officer has violated any provision of this Code of Ethics, he or she must promptly notify another member of the Compliance Committee and is not required to notify the Chief Compliance Officer.
Pine River is committed to fostering a culture of compliance. Therefore, Pine River urges Supervised Persons to contact the Chief Compliance Officer at any time for issues related to individual or firm compliance. Supervised Persons will not be penalized for, nor will their status at Pine River be jeopardized by, communicating with the Chief Compliance Officer in good faith. Concerns, observations, violations, or suspected violations may also be reported anonymously to the Chief Compliance Officer. Any retaliatory action taken against any person who reports a violation or a suspected violation of this Code of Ethics in good faith is itself a violation of this Code of Ethics, and cause for appropriate corrective action, including dismissal.
Pine River shall provide all Supervised Persons with a paper or electronic copy of this Code of Ethics and all subsequent amendments hereto. All Supervised Persons must in turn provide written acknowledgement to the Chief Compliance Officer of their initial receipt and review of this Code of Ethics, annual review of this Code of Ethics, and receipt and review of any subsequent material amendments to this Code of Ethics.
No Supervised Person may engage in a Security transaction, directly or indirectly, that is also the subject of a transaction by a Fund (i) if such Supervised Person’s transaction would disadvantage or appear to disadvantage the Fund or (ii) if such Supervised Person would profit from or appear to profit from such transaction, whether or not at the expense of the Fund. The following specific restrictions apply to all trading activity by a Supervised Person:
Supervised Persons may not engage, nor may Supervised Persons permit any other person or entity to engage, in any purchase or sale of publicly traded Reportable Securities of which such Supervised Person has, or by reason of the transaction will acquire, Beneficial Ownership, except through a registered broker-dealer.
The following procedures shall govern all transactions in Securities in which a Supervised Person has or seeks to obtain Beneficial Ownership of such Securities, except for Exempt Transactions as described in Section 3 above.
As set forth below, certain Supervised Person transactions in Reportable Securities are subject to preclearance and subsequent review by the Chief Compliance Officer. A transaction for a Supervised Person’s account may be disapproved if it is determined by the Chief Compliance Officer that the Supervised Person is unfairly benefiting from, or that the transaction is in conflict with or appears to be in conflict with, any “Fund Transaction,” any of the above-described trading restrictions, or this Code of Ethics. Fund Transactions include transactions for any Fund or any other account managed or advised by any Supervised Person for a fee.
Any disapproval of a Supervised Person’s transaction shall be in writing.
Supervised Persons must submit periodic reports about their securities holdings, transactions, and accounts (including accounts over which they have Beneficial Ownership) to the Chief Compliance Officer. The reports are intended to identify conflicts of interest that could arise when a Supervised Person invests in a Security or holds accounts that permit these investments, and to promote compliance with this Code of Ethics. Pine River is sensitive to privacy concerns, and will try not to disclose Supervised Persons reports to anyone unnecessarily.
The preferred method for disclosing accounts, holdings and transactions is through the online compliance dashboard. Supervised Persons whose accounts are not electronically fed to this system, or whose brokers will not send duplicate copies of accounts statements and confirmations to Pine River must submit the Quarterly Transaction Report form which is attached as Exhibit 3.
Failure to file a timely, accurate, and complete report is a serious breach of Commission 10 rules and this Code of Ethics. If a Supervised Person is late in filing a report, or files a report that is misleading or incomplete, he or she may face sanctions, including identification to the Chief Compliance Officer, salary or bonus withholding, or employment termination.
4. Exception to requirement to list transactions or holdings : Supervised Persons are not required to submit holdings or transactions reports for any account over which the Supervised Person had no direct or indirect influence or control, or with respect to transactions effected pursuant to an Automatic Investment Plan, unless requested by Pine River. Supervised Persons must still identify the existence of the account in their list of accounts. Transactions that override pre-set schedules or allocations of an Automatic Investment Plan, however, must be included in a Quarterly Report.
The Chief Compliance Officer will periodically review reports submitted by Supervised Persons and records received from institutions that maintain their accounts in order to test compliance with this Code of Ethics. To ensure adequate scrutiny, documents concerning the Chief Compliance Officer will be reviewed by another member of the Compliance Committee.
Review of submitted holding and transaction reports will include not only an assessment of whether the Supervised Person followed all required procedures of this Code of Ethics, but may also: (i) compare the personal trading to any restricted lists; (ii) assess whether the Supervised Person is trading for his or her own account in the same securities that he or she is trading for Funds, and if so whether the Funds are receiving terms as favorable as the Supervised Person takes; (iii) periodically analyze the Supervised Person’s trading for patterns that may indicate abuse, including market timing; (iv) investigate any substantial disparities between the quality of performance the Supervised Person achieves for his or her own account and that he or she achieves for Funds; and (v) investigate any substantial disparities between the percentage of trades that are profitable when the Supervised Person trades for his or her own account and the percentage that are profitable when he or she places trades for Funds.
C. Registered Fund Reporting Procedures
On a periodic basis, but not less than annually, the Chief Compliance Officer shall provide a written report to each Registered Fund’s management and its board of directors (each a “Board”) setting forth (1) a description of any issues arising under Section I. Personal Investment and Trading Policy or Section II. Reporting of this Code of Ethics or their underlying procedures since the last report to the Board, including information about material violations of Section I. Personal Investment and Trading Policy or Section II. Reporting of this Code of Ethics or their underlying procedures and sanctions imposed in response to such material violations, and (2) a certification on behalf of Pine River that Pine River has adopted procedures reasonably necessary to prevent Access Persons from violating Section I. Personal Investment and Trading Policy or Section II. Reporting of this Code of Ethics. The Board is then required to consider the annual written report.
In the event of a material change to Section I. Personal Investment and Trading Policy or Section II. Reporting of this Code of Ethics, the Chief Compliance Officer shall inform each Registered Fund’s chief compliance officer of such change and ensure that the change is approved by each Registered Fund’s Board no later than six months after the change is adopted. For the avoidance of doubt, revisions to portions of this Code of Ethics, which are included in this Code of Ethics but are not required by Rule 17j-1under the Investment Company Act, shall not be considered material revisions.
The proper handling of material nonpublic information is critical to Pine River’s integrity and reputation. Violating insider trading prohibitions may be damaging to both the reputation and financial position of Pine River and its Supervised Persons. Therefore, Pine River strives to avoid even the appearance of misusing material nonpublic information.
Federal securities laws prohibit trading in the securities of a company on the basis of “inside” information. In addition, the misuse of nonpublic material information may violate state securities laws and other legal and regulatory mandates. For these reasons, Pine River takes seriously its obligation to prevent insider trading. In light of the severity of the possible sanctions and potential damage to its reputation that may result from insider trading violations, Pine River has adopted this Statement on Insider Trading (“Statement”). Through this, Pine River seeks to satisfy its obligation to prevent insider trading and to help Supervised Persons, as well as Pine River, avoid the severe consequences associated with violations of the insider trading laws.
Insider trading, or trading Securities while in possession of material nonpublic information, or improperly communicating such information to others, may expose a person to civil and/or criminal penalties. Criminal sanctions imposed for insider trading may include fines or imprisonment. The Commission may recover the profits gained or losses avoided through insider trading, obtain a penalty of up to three times the illicit windfall, and/or issue an order permanently barring any person engaging in insider trading from the securities industry. In addition, investors may initiate lawsuits seeking to recover damages for insider trading violations.
Any violation of insider trading laws or this Statement constitutes grounds for disciplinary sanctions, including dismissal and/or referral to civil or governmental authorities for possible civil or criminal prosecution.
The law of insider trading is complex. Supervised Persons should direct any questions relating to this Statement to the Chief Compliance Officer. Further, a Supervised Person must immediately notify the Chief Compliance Officer if he or she knows or has reason to believe that a violation of the Statement has occurred or is about to occur.
Notwithstanding the foregoing, this Statement is not intended to replace the responsibility of Pine River’s Supervised Persons to understand and comply with the legal prohibition on insider trading.
1. Buying or selling Securities while in possession of material nonpublic information is prohibited, unless the Chief Compliance Officer has pre-approved the transaction on the basis of clear legal product permitting such transaction. This includes purchasing or selling for (i) a Supervised Person’s own account or one in which the Supervised Person has direct or indirect influence or control, (ii) a Fund’s account, or (iii) any Pine River account. If any Supervised Person is uncertain as to whether information is “material” or “nonpublic,” he or she should consult the Chief Compliance Officer.
2. Inappropriately disclosing material nonpublic information to others, whether or not for consideration, (i.e., tipping) is prohibited. Material nonpublic information must be disseminated only on a “need to know basis” and only to appropriate personnel. Any confidential discussions between an issuer and Pine River personnel are considered sources of potential material and nonpublic information. The Chief Compliance Officer should be consulted in the event a question arises as to who is privy to material nonpublic information.
3. Assisting anyone transacting business on the basis of material nonpublic information through a third party is prohibited.
4. The following summarizes principles important to this Statement:
(a) What is “material” information?
Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Generally, this is information that if disclosed would have a substantial effect on the price of a company’s Securities.
(b) What is “nonpublic” information?
Information is “nonpublic” until it has been disseminated broadly to investors in the marketplace, or is otherwise publically available to all investors. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the Commission or some other government agency, or available to the Dow Jones “tape,” Bloomberg, or The Wall Street Journal or some other general circulation publication, and after sufficient time has passed so that the information has been disseminated widely. The contents of public records, such as court dockets and public regulatory filings, are generally also considered public information for purposes of the insider trading laws.
(c) Material nonpublic information does not have to be obtained from the relevant company or issuer to constitute inside information.
(d) Examples of material information may include any of the following, prior to wide public disclosure: (i) the financial performance of a company against its budget; (ii) changes in a company’s actual or anticipated financial condition or business performance; (iii) changes in the capital structure of the company, including proposals to raise additional equity or borrowings; (iv) proposed changes in the nature of the business of the company; (v) changes to the board of directors or significant changes in senior management; (vi) an undisclosed significant change in the company’s market share; (vii) likely or actual entry into or loss of a material contract, customer, or supplier; (viii) projections of future earnings or losses; (ix) a pending or proposed merger, acquisition, or divestiture; (x) changes in dividend policy; (xi) significant pricing changes; (xii) significant litigation exposure due to actual or threatened litigation or other unexpected liability; (xiii) earnings that are inconsistent with the consensus expectations of the investment community; (xiv) a pending or proposed acquisition or disposition of a material asset; (xv) the declaration of a stock split or the offering, purchase or redemption of company securities; (xvi) development of a significant new product or process; and (xvii) significant governmental regulatory activities.
Either positive or negative information may be material. It can be difficult to know whether information would be considered “material” because no bright line test exists. Although a Supervised Person may have information about a company that he or she does not consider material and nonpublic, federal regulators and others may, with the benefit of hindsight, conclude that the information was material. When doubt exists, information should be presumed to be material and nonpublic. When unsure whether information is material and non-public, Supervised Persons should consult the Chief Compliance Officer.
5. Identifying Insider Information
Before executing any trade for oneself or others, including Funds, a Supervised Person must determine whether he or she has access to material, nonpublic information. If a Supervised Person believes he or she might have access to material, nonpublic information, he or she should take the following steps:
(a) Immediately alert the Chief Compliance Officer or another member of the Compliance Committee so that the applicable Security can be placed on the Restricted List, if appropriate.
(b) Refrain from purchasing or selling the Securities.
(c) Not communicate the information inside or outside of Pine River, other than to the Chief Compliance Officer or another member of the Compliance Committee.
The Chief Compliance Officer will review the issue, determine whether the information is material and nonpublic, and, if so, what action Pine River should take, if any.
6. Contacts with Public Companies; Tender Offers
Contacts with public companies may represent part of Pine River’s research efforts and Pine River may make investment decisions on the basis of its conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues may arise, however, when a Supervised Person, in the course of these contacts, becomes aware of material nonpublic information. For example, a company’s chief financial officer could prematurely disclose quarterly results, or an investor relations representative could make a selective disclosure of adverse news to certain investors. In such situations, Pine River must make a judgment about its further conduct. To protect himself or herself, Funds, and Pine River, a Supervised Person should immediately contact the Chief Compliance Officer if he or she believes he or she may have received material nonpublic information, and should refrain from trading in the securities of the companies involved unless and until the Chief Compliance Officer authorizes further trading.
Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary movement in the price of the Securities of the companies involved. Second, the Commission has adopted a rule expressly forbidding trading and “tipping” while in possession of material nonpublic information regarding a tender offer received from the company making the tender offer, the target company, or anyone acting on behalf of either. Supervised Persons must exercise particular caution any time they become aware of nonpublic information relating to a tender offer.
In order to prevent accidental dissemination of material nonpublic information, Supervised Persons must adhere to the following guidelines.
Supervised Persons are required to acknowledge that they have received a copy of and have read and understood this Code of Ethics at the time of their hire by signing the form attached as Appendix C .
Supervised Persons are required to certify that they have read and understand this Code of Ethics and that they recognize they are subject to its provisions following the effective date of any material amendment to this Code of Ethics, and annually thereafter. In addition, in the annual certificate Supervised Persons are obligated to represent that they have complied with all of the requirements of this Code of Ethics during the prior year, and that they have disclosed, reported, or caused to be reported all holdings and transactions as required during the prior year. A form for this purpose is attached to the Compliance Manual as Appendix C .
If a Supervised Person violates this Code of Ethics, including filing a late, inaccurate, or incomplete holdings or transaction report, such person shall be subject to remedial actions. Remedial actions may include any one or more of the following: (1) a warning; (2) disgorgement of profits; (3) imposition of a fine (which may be substantial); (4) demotion (which may be significant); (5) withholding of salary and/or bonus; (6) suspension of employment (with or without pay); (7) termination of employment; and/or (8) referral to civil or governmental authorities for possible civil or criminal prosecution.
The Chief Compliance Officer will maintain, for a period of five years after the end of the fiscal year in which the report is made or the information is provided (at minimum) unless otherwise specified herein, the records listed below. The records will be maintained at Pine River’s principal place of business in an easily accessible but secure place.
This Code of Ethics shall be reviewed by the Chief Compliance Officer on at least an annual basis to ensure that it is meeting its objectives, is functioning fairly and effectively, and is not unduly burdensome to Pine River or Supervised Persons. Supervised Persons are encouraged to contact the Chief Compliance Officer with any comments, questions, or suggestions regarding implementing or improving this Code of Ethics.
1. The term “Supervised Person” means (i) any partner, officer or director of Pine River, or any other person occupying a similar status or performing a similar function; (ii) employees of Pine River; and (iii) any other persons who provide advice on behalf of Pine River and are subject to Pine River’s supervision and control.
2. The term “Federal Securities Laws” means the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury. The term “Exchange Act” means the Securities Exchange Act of 1934, as amended. The term “Investment Company Act” means the Investment Company Act of 1940, as amended. The term “Advisers Act” means the Investment Advisers Act of 1940, as amended.
3. The term “Security” has the same meaning as it has in section 202(a)(18) of the Advisers Act. For purposes of this Code of Ethics, the following are Securities: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.
4. With limited exception, all Pine River partners, employees, temporary employees, interns and contractors are deemed to be “Access Persons.”
5. “Beneficial Ownership” has the same meaning as such term has under Section 16 of the Securities Exchange Act of 1934, and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a security. For example, a person should consider himself or herself the beneficial owner of securities held by his or her spouse, his or her minor children, a relative who shares his or her home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him or her with sole or shared voting or investment power. If an Access Person has a question about whether he or she beneficially owns a security or has a pecuniary interest in a security, he or she should consult the Chief Compliance Officer.
6. The “Chief Compliance Officer” is the Access Person designated by Pine River as such, as identified in Appendix B – Identity of Specified Persons of Pine River’s Compliance Manual.
7. Pursuant to SEC No-Action Letter dated November 30, 2005 relating to whether or not exchange traded funds (“ETFs”) are “reportable securities,” as defined in Rule 204A-1(e)(10) of the Investment Advisers Act of 1940, ETFs, both open-ended and closed-ended, are not excepted from the reporting and pre-clearance requirements of this Code of Ethics. The term “Reportable Fund” means (i) any Registered Fund for which Pine River serves as investment adviser; or (ii) any Registered Fund the investment adviser or principal underwriter for which controls Pine River, is controlled by Pine River or is under common control with Pine River. As used in this definition, the term “control” has the same meaning as it does in Section 2(a)(9) of the Investment Company Act.
8. An “Automatic Investment Plan” is a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts according to a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
9. The term “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to section 4(2) or section 4(6) thereof or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.
10. The term “Commission” means the U.S. Securities and Exchange Commission.
11. Exhibit 2 is provided only as an example of an acceptable format for Supervised Persons to follow when compiling the required Initial or Annual Holdings Report.
12. Exhibit 3 is provided only as an example of an acceptable format for Access Persons to follow when compiling the required Quarterly Report.
WELLS FARGO FUNDS TRUST
SHAREHOLDER SERVICING PLAN
WHEREAS, Wells Fargo Funds Trust (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Trust desires to adopt a shareholder servicing plan (the “Plan”) on behalf of theclass or classes of shares (each a “Class” and, collectively, the “Classes”) of the series of the Trust (each a “Fund” and, collectively, the“Funds”) listed in Appendix A, as it may be amended from time to time, and the Trust’s Board ofTrustees (the “Board”), including a majority of the Qualified Trustees (as defined below), has determined that there is a reasonable likelihood that adoption of the Plan will benefit each Class and its shareholders;
NOW THEREFORE, each Fund hereby adopts the Plan on behalf of each Class on the following terms and conditions:
Section 1. The Trust, on behalf of each Class, may execute and deliver written agreements based substantially on the form attached hereto as Appendix B or on any other form duly approved by the Board (the “Servicing Agreement”) with the Trust’s distributor, administrator and adviser, or any of their affiliates (the “Servicing Agents”) to provide or engage other entities to provide certain shareholder services as set forth in Schedule II of the Servicing Agreement (the “Services”) to beneficial owners of the Fund’s shares (the “Clients”). The Servicing Agents may execute and deliver written, third-party agreements with banks, investment advisers, and other financial institutions, that are holders ofrecord or have a servicing relationship with Clients (the “Intermediaries”), based substantially on the form duly approved by the Board, attached hereto as Appendix C, (the “Administrative and Shareholder Services Agreement”) to provide the Services to their Clients or otherwise meeting the standards set forth in the Servicing Agreement. A Servicing Agent may execute and deliver written, third-party agreements with broker-dealers that are holders ofrecord or have a servicing relationship with Clients, based substantially on the form duly approved by the Board under the Distribution Plan. Pursuant to the Servicing Agreement, the Servicing Agents shall provide the Services in consideration of a fee payable from the assets of each Class, computed monthly in the manner set forth in the respective Fund’s then current prospectus, at the annual rates set forth in Appendix A. All of the expenses incurred bya Class in connection with a Servicing Agreement and the implementation of the Plan shall be borne entirely by the shareholders of that Class. The Servicing Agents shall monitor the arrangements pertaining to the Administrative and Shareholder Services Agreement.
Section 2. The Plan shall be effective withrespect to each Class: (a)on the date upon which the Plan is approved forsuch Class byvote of a majority of the trustees of the Trust (the “Trustees”), including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose ofvoting on the approval of the Plan for such Class; or (b) on the date the Class commences operations, if such date is later.
Section 3. Unless earlier terminated, thePlan shall continuein effect for a period of one yearfrom its effective date and shall continue thereafter for successive annual periods, provided that such Plan is reapproved at least annually, with respect to aClass by vote of a majority of the Trustees ofthe Trust, including a majority of the Qualified Trustees, cast in person at a meeting called for the purpose of votingon such reapproval.
Section 4. So long as thePlan is in effect, the Trust shall provide, or shall cause the Trust’s administrator to provide, to the Board, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.
Section 5. The Plan may be amended at anytime with respect to a Class by the Trustees, provided that any material amendment of the terms of the Plan (including a material increase of the feepayable hereunder) shall becomeeffective only upon theapprovals set forth in Section 3.
Section 6. The Plan may be terminated with respect to any Class at anytime by vote of a majority of the Qualified Trustees.
Section 7. While the Plan is in effect, the selection and nomination of Trustees who are not interested persons of the Trust shall becommitted to the discretion of the Trustees who are not interested persons of the Trust.
Section 8. Notwithstanding anything herein to the contrary, no Fund orClass shall be obligated to make anypayments under the Plan that exceed the maximum
amounts payable under Rule 2830 of the Conduct Rules of the National Association ofSecurities Dealers, Inc.
Section 9. The Trust shall preserve copies of the Plan, each Servicing Agreement, and each written report presented to the Board pursuant to Section 1 hereof, for a period of not less than six years from the date of the Plan, Servicing Agreement or report, as the case may be, the first twoyears in an easily accessible place.
Section 10. The provisions of the Plan are severablefor each Class, and whenever any action is to be taken with respect to the Plan, such action shall be taken separately for each suchaffected Class.
Section 11. As used in the Plan, (a) the term “interested person” shall have the meaning given it in the 1940 Act and the rules and regulations thereunder, subject to such exemption or interpretation as may be provided by the Securities and Exchange Commission or the staff thereof, and (b) the term “Qualified Trustees” shall mean the Trustees who (i) are not “interested persons” of the Trust and (ii) have no direct or indirect financial interest in the operation of the Plan or in anyServicing Agreement.
Approval by the Board of Trustees: February 20, 2014
APPENDIX A
SHAREHOLDER SERVICING PLAN
WELLS FARGO FUNDS TRUST
Funds Trust Funds and Share Classes* |
Maximum Shareholder Servicing Fee |
Absolute Return Fund Class A Class C Administrator Class |
0.25 0.25 |
Adjustable Rate Government Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Alternative Strategies Fund 1 Class A Class C Administrator Class |
0.25 0.25 0.25 |
Asia Pacific Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Asset Allocation Fund Class A Class B Class C Class R Administrator Class |
0.25 0.25 0.25 0.25 |
C&B Large Cap Value Fund Class A Class B Class C Investor Class Administrator Class |
0.25 0.25 0.25 0.25 |
C&B Mid Cap Value Fund Class A Class B Class C Investor Class Administrator Class |
0.25 0.25 0.25 0.25 |
California Limited-Term Tax-Free Fund Class A Class C Administrator Class |
0.25 0.25 |
California Municipal Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.10 0.25 0.25 |
California Tax-Free Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Capital Growth Fund Class A Class C Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Cash Investment Money Market Fund Administrator Class Service Class |
0.10 0.25 |
Colorado Tax-Free Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Common Stock Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Core Bond Fund Class A Class B Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.10 0.25 0.25 |
Disciplined U.S. Core Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Discovery Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Diversified Capital Builder Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Diversified Equity Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Diversified Income Builder Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Diversified International Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 |
Dow Jones Target Today Fund Class A Class B Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2010 Fund Class A Class B Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2015 Fund Class A Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2020 Fund Class A Class B Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2025 Fund Class A Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2030 Fund Class A Class B Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2035 Fund Class A Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2040 Fund Class A Class B Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2045 Fund Class A Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2050 Fund Class A Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.10 0.25 0.25 |
Dow Jones Target 2055 Fund Class A Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Emerging Growth Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Emerging Markets Equity Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Emerging Markets Equity Income Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Emerging Markets Equity Select Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Emerging Markets Local Bond Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Endeavor Select Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Enterprise Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Global Opportunities Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Government Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
Government Securities Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.25 |
Growth Balanced Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Growth Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Heritage Money Market Fund Administrator Class Service Class |
0.10 0.25 |
High Income Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.25 |
High Yield Bond Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
High Yield Municipal Bond Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Income Plus Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 0.25 |
Index Asset Allocation Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Index Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.10 0.25 |
Inflation-Protected Bond Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Intermediate Tax/AMT-Free Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
International Bond Fund Class A Class B Class C Administrator Class |
0.25 |
International Equity Fund Class A Class B Class C Class R Administrator Class |
0.25 0.25 |
International Value Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Intrinsic Value Fund Class A Class B Class C Class R Class R4 Administrator Class |
0.25 0.25 0.25 0.10 0.25 |
Intrinsic Small Cap Value Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Intrinsic World Equity Fund Class A Class C Administrator Class |
0.25 0.25 |
Large Cap Core Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Large Cap Growth Fund Class A Class C Class R Class R4 Administrator Class Investor Class |
0.25 0.25 0.25 0.10 0.25 0.25 |
Large Company Value Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Minnesota Tax-Free Fund Class A Class B Class C Administrator Class |
0.25 0.25 |
Moderate Balanced Fund Class A Class B Class C Administrator Class |
0.25 0.25 |
Money Market Fund Class A Class B Class C Daily Class Investor Class Service Class |
0.25
0.25
0.25 |
Municipal Bond Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Municipal Cash Management Money Market Fund Administrator Class Service Class |
0.10 0.25 |
Municipal Money Market Fund Class A Investor Class Service Class Sweep Class |
0.25 0.25 |
National Tax-Free Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
North Carolina Tax-Free Fund Class A Class C |
0.25 |
Omega Growth Fund Class A Class B Class C Class R Administrator Class |
0.25 0.25 0.25 0.25 |
Opportunity Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Pennsylvania Tax-Free Fund Class A Class B Class C |
0.25 0.25 |
Precious Metals Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Premier Large Company Growth Fund Class A Class B Class C Class R4 Administrator Class Investor Class |
0.25 0.25 0.10 0.25 0.25 |
Short Duration Government Bond Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Short-Term Bond Fund Class A Class C Investor Class |
0.25 0.25 |
Short-Term High Yield Bond Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Short-Term Municipal Bond Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Small Cap Opportunities Fund Administrator Class |
0.25 |
Small Cap Value Fund Class A Class B Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Small Company Growth Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Small Company Value Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
Small/Mid Cap Value Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 0.25 |
Special Mid Cap Value Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Special Small Cap Value Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 0.25 |
Specialized Technology Fund Class A Class B Class C Administrator Class Investor Class |
0.25
0.25 0.25 |
Strategic Income Fund Class A Class C Administrator Class |
0.25
|
Strategic Municipal Bond Fund Class A Class B Class C Administrator Class |
0.25
0.25 |
Traditional Small Cap Growth Fund Class A Class C Administrator Class |
0.25 0.25 0.25 |
Treasury Plus Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
Ultra Short-Term Income Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Ultra Short-Term Municipal Income Fund Class A Class C Administrator Class Investor Class |
0.25 0.25 0.25 |
Utility & Telecommunications Fund Class A Class B Class C Administrator Class |
0.25 0.25 0.25 |
WealthBuilder Conservative Allocation Portfolio |
0.25 |
WealthBuilder Equity Portfolio |
0.25 |
WealthBuilder Growth Allocation Portfolio |
0.25 |
WealthBuilder Growth Balanced Portfolio |
0.25 |
WealthBuilder Moderate Balanced Portfolio |
0.25 |
WealthBuilder Tactical Equity Portfolio |
0.25 |
Wisconsin Tax-Free Fund Class A Class C Investor Class |
0.25 0.25 |
100% Treasury Money Market Fund Class A Administrator Class Service Class Sweep Class |
0.25 0.10 0.25 0.25 |
1. On November 20, 2013 the Board of Wells Fargo Funds Trust approved the establishment of the Alternative Strategies Fund. The fund is scheduled to become effective in the second quarter of 2014.
Fees payable to a Servicing Agent are expressed as a percentage of the average daily net asset value of the shares of the specified class of the particular Fund beneficially owned by or attributable to clients of the Servicing Agent.
*On November 7, 2007, the Board of Trustees approved the closing of Class B shares to new investors and additional investments, effective February 14, 2008, with the exception of the Money Market Fund. Following the closing of the Class B shares, 12b-1 and shareholder servicing fees will continue to reimburse previously incurred distribution-related expenses and expenses for servicing shareholder accounts and retain the assets of existing shareholders.
Approved: February 20, 2014
The foregoing fee schedule is agreed to as of February 20, 2014 and shall remain in effect until changed in writing by the parties.
WELLS FARGO FUNDS TRUST
By:
C. David Messman
Secretary
WELLS FARGO FUNDS MANAGEMENT, LLC
By:
Andrew Owen
Executive Vice President